PRUDENTIAL WORLD FUND INC
485APOS, 2000-12-22
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As Filed with the Securities and Exchange Commission on December 22, 2000
                                             Registration Statement Nos. 2-89725
                                                                        811-3981
================================================================================


                       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. 30                      |X|


                                     AND/OR


                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940
                               AMENDMENT NO. 31                              |X|
                        (CHECK APPROPRIATE BOX OR BOXES)


                                   ----------

                           PRUDENTIAL WORLD FUND, INC.
               (Exact name of registrant as specified in charter)


                              GATEWAY CENTER THREE
                              100 MULBERRY STREET
                         NEWARK, NEW JERSEY 07102-4077
               (Address of principal Executive Offices)(Zip Code)

                                   ----------


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-3028

                            ROBERT C. ROSSELOT, ESQ.
                              GATEWAY CENTER THREE
                              100 MULBERRY STREET
                         NEWARK, NEW JERSEY 07102-4077
               (Name and Address of Agent for Service of Process)

                                   ----------

     APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

     |_|  immediately upon filing pursuant to paragraph (b)

     |_|  on (date) pursuant to paragraph (b)


     |X|  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

                                   ----------

Title of Securities Being Registered.....Shares of common stock, $.01 par value.

================================================================================


<PAGE>

                                             PROSPECTUS
[LOGO]    Prudential                         AND FINANCIAL
                                             PRIVACY NOTICE    FEBRUARY __, 2001


     PRUDENTIAL
     GLOBAL GROWTH FUND

     FUND TYPE Global stock
     OBJECTIVE Long-term growth of capital




     BUILD




As with all mutual funds, the Securities
and Exchange Commission has not approved
or disapproved the Fund's shares nor has                             ON THE ROCK
the SEC determined that this prospectus
is complete or accurate. It is a
criminal offense to state otherwise.


<PAGE>


TABLE OF CONTENTS

1    Risk/Return Summary
1    Investment Objective and Principal Strategies
1    Principal Risks
2    Evaluating Performance
4    Fees and Expenses

6    How the Series Invests
6    Investment Objective and Policies
7    Other Investments and Strategies
11   Investment Risks


13   How the Series is Managed
13   Board of Directors
13   Manager
14   Investment Adviser
14   Portfolio Managers
14   Distributor


15   Series Distributions and Tax Issues
15   Distributions
16   Tax Issues
17   If You Sell or Exchange Your Shares


19   How to Buy, Sell and Exchange Shares of the Series
19   How to Buy Shares
27   How to Sell Your Shares
30   How to Exchange Your Shares
32   Telephone Redemptions and Exchanges
33   Financial Highlights


38   The Prudential Mutual Fund Family

     Your Financial Security, Your Satisfaction & Your Privacy

     For More Information (Back Cover)




Prudential Global Growth Fund                          [GRAPHIC]  (800) 225-1852


<PAGE>


Risk/Return Summary


     This prospectus provides information about PRUDENTIAL GLOBAL GROWTH FUND
(the Series), which is a separate diversified series of the PRUDENTIAL WORLD
FUND, INC. (the Fund). The Fund consists of two additional series--the
PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND and the PRUDENTIAL INTERNATIONAL
VALUE FUND. This prospectus relates only to the Series. For information about
the two other series, you should contact the Fund.

This section highlights key information about the Series. Additional information
follows the summary.


---------------------------------------
WE'RE GROWTH INVESTORS

We look primarily for stock that we
believe is undervalued and/or will grow
faster--and earn better profits--than
other companies. We also look for
companies with strong competitive
advantages, effective research and
product development, strong management
or financial strength.
---------------------------------------

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is LONG-TERM GROWTH OF CAPITAL. Income is a secondary
objective. This means we look for investments that we think will increase in
value over a period of years. To achieve our objective, we invest primarily in
equity-related securities of medium-size and large U.S. and FOREIGN (NON-U.S.
BASED) COMPANIES.

     We use a growth investment style when deciding which securities to buy for
the Series. This means that we look for companies that we believe are
undervalued and/or which we believe will grow faster and generate better
earnings from other companies. Some of the characteristics we look for include
strong competitive advantages, effective research and product development and
strong management and finances. Generally, we consider selling a security when
the security no longer displays conditions for growth, is no longer undervalued,
or falls short of expectations.

     While we make every effort to achieve our objective, we can't guarantee
success.

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risks. Since the
Series invests primarily in common stock and preferred stock, there is the risk
that the value of a particular security we own could go down and you could lose
money.


                                                                               1
<PAGE>


Risk/Return Summary

     Generally, the securities of large and medium-sized companies are more
stable than the securities of smaller companies, but this is not always the
case. In addition to an individual stock losing value, the value of the EQUITY
MARKETS of the countries in which we invest could go down. There is also the
additional risk that foreign political, economic and legal systems may be less
stable than in the U.S. The changing value of foreign currencies could also
affect the value of the assets we hold and our performance. In the case of
investments in emerging markets securities, these risks are heightened and may
result in greater volatility in the value of your investment.

     There is also risk involved in the investment strategies we may use. Some
of our strategies depend on correctly predicting whether the price or value of
an underlying investment will go up or down over a certain period of time. There
is always the risk that investments will not perform as we thought they would.
Like any mutual fund, an investment in the Series could lose value, and you
could lose money. The Series does not represent a complete investment program.

     There are special risks that may arise with the continuing transition to
the euro as the common currency of the European Economic and Monetary Union.
These risks include the possibility that computing, accounting and trading
systems will fail to recognize the euro during the transition period, as well as
the possibility that the euro will cause markets to become more volatile.

     An investment in the Series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

EVALUATING PERFORMANCE


A number of factors--including risk--affect how the Series performs. The bar
chart and table below demonstrate the risk of investing in the Series by showing
how returns can change from year to year. The bar chart shows the Series'
performance for each full calendar year of operation for the last 10 years. Past
performance is not an indication that the Series will achieve similar results in
the future.



2  Prudential Global Growth Fund                       [GRAPHIC]  (800) 225-1852

<PAGE>


Risk/Return Summary

Annual Returns (Class B shares)(1)
<TABLE>
-----------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1991      1992      1993      1994      1995      1996      1997      1998      1999      2000
12.29%    -5.27%    47.90%    -5.49%    14.18%    18.21%    4.25%     22.47%    47.59%    ????%



  BEST QUARTER:   % (   quarter of     )    Worst Quarter: (    )%    quarter of      )
-----------------------------------------------------------------------------------------------

</TABLE>

(1)  THESE ANNUAL RETURNS DO NOT INCLUDE SALES CHARGES. IF SALES CHARGES WERE
     INCLUDED, THE ANNUAL RETURNS WOULD BE LOWER THAN THOSE SHOWN.



Average Annual Returns (as of 12/31/00)(1)
--------------------------------------------------------------------------------
                      1 YEAR    5 YEARS    10 YEARS     SINCE INCEPTION
Class A shares                                                 (since 1-22-90)

Class B shares                                                 (since 5-15-84)

Class C shares                                  N/A            (since 8-1-94)
Class Z shares                      N/A         N/A            (since 3-1-96)
MSCI World(2)                                              n/a
Lipper Average(3)                                          n/a
--------------------------------------------------------------------------------


(1)  THE SERIES' RETURNS ARE AFTER DEDUCTION OF SALES CHARGES AND EXPENSES.


(2)  THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) WORLD INDEX IS A WEIGHTED,
     UNMANAGED INDEX OF PERFORMANCE OF APPROXIMATELY 1,500 SECURITIES LISTED ON
     STOCK EXCHANGES OF THE U.S., EUROPE, CANADA, AUSTRALIA, AND THE FAR EAST.
     THESE RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES CHARGES. THESE RETURNS
     WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF SALES CHARGES. MSCI WORLD
     INDEX RETURNS SINCE THE INCEPTION OF EACH CLASS ARE ____% FOR CLASS A,
     ____% FOR CLASS B, ____% FOR CLASS C AND ____% FOR CLASS Z SHARES.

(3)  THE LIPPER AVERAGE IS BASED ON THE AVERAGE RETURN OF ALL MUTUAL FUNDS IN
     THE GLOBAL FUNDS CATEGORY AND DOES NOT INCLUDE THE EFFECT OF ANY SALES
     CHARGES. AGAIN, THESE RETURNS WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF
     SALES CHARGES. LIPPER RETURNS SINCE THE INCEPTION OF EACH CLASS ARE ____%
     FOR CLASS A,____% FOR CLASS B, ____% FOR CLASS C AND ____% FOR CLASS Z
     SHARES. SOURCE: LIPPER, INC.



                                                                               3
<PAGE>

Risk/Return Summary

FEES AND EXPENSES

These tables show the sales charges, fees and expenses for each share class of
the Series--Classes A, B, C and Z. Each share class has different sales
charges--known as "loads"--and expenses, but represents AN investment in the
same series. Class Z shares are available only to a limited group of investors.
For more information about which share class may be right for you, see "How to
Buy, Sell and Exchange Shares of the Series."

  SHAREHOLDER FEES(1) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------

                                             CLASS A    CLASS B   CLASS C    CLASS Z
<S>                                             <C>        <C>       <C>        <C>
 Maximum sales charge (load) imposed on           5%       None        1%       None
  purchases (as a percentage of offering
  price)
 Maximum deferred sales charge (load)           None      5%(2)     1%(3)       None
  imposed on sales (as a percentage
  of the lower of original purchase
  price or sale proceeds)
 Maximum sales charge (load) imposed on         None       None      None       None
  reinvested dividends and other
  distributions

 Redemption fees                                None       None      None       None
 Exchange fee                                   None       None      None       None
-------------------------------------------------------------------------------------

  ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM SERIES ASSETS)
-------------------------------------------------------------------------------------

                                              CLASS A   CLASS B   CLASS C    CLASS Z
<S>                                            <C>        <C>       <C>        <C>
 Management fees                                .75%       .75%      .75%       .75%
 + Distribution and service (12b-1) fees        .30%(4)    .92%     1.00%       None
 + Other  expenses                              .32%       .32%      .32%       .32%
 = Total annual Series operating expenses      1.37%      1.99%     2.07%      1.07%
 - Waivers                                      .05%(4)    None      None       None
 = Net annual Series operating expenses        1.32%(4)   1.99%     2.07%      1.07%
</TABLE>

(1)  YOUR BROKER MAY CHARGE YOU A SEPARATE OR ADDITIONAL FEE FOR PURCHASES AND
     SALES OF SHARES.

(2)  THE CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR CLASS B SHARES DECREASES BY
     1% ANNUALLY TO 1% IN THE FIFTH AND SIXTH YEARS AND 0% IN THE SEVENTH YEAR.
     CLASS B SHARES CONVERT TO CLASS A SHARES APPROXIMATELY SEVEN YEARS AFTER
     PURCHASE.

(3)  THE CDSC FOR CLASS C SHARES IS 1% FOR SHARES REDEEMED WITHIN 18 MONTHS OF
     PURCHASE.

(4)  FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000, THE DISTRIBUTOR OF THE FUND
     HAS CONTRACTUALLY AGREED TO REDUCE ITS DISTRIBUTION AND SERVICE FEES FOR
     CLASS A SHARES TO .25 OF 1% OF THE AVERAGE DAILY NET ASSETS OF THE CLASS A
     SHARES.


4  Prudential Global Growth Fund                       [GRAPHIC]  (800) 225-1852

<PAGE>


Risk/Return Summary

EXAMPLE

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other mutual funds.

     The example assumes that you invest $10,000 in the Series for the time
periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that
the Series' operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

--------------------------------------------------------------------------------
                                 1 YR        3 YRS        5 YRS       10 YRS
  Class A shares                 $628         $907       $1,208       $2,060
  Class B shares                 $702         $924       $1,173       $2,082
  Class C shares                 $408         $742       $1,202       $2,476
  Class Z shares                 $109         $340       $  590       $1,306
--------------------------------------------------------------------------------

You would pay the following expenses on the same investment if you did not sell
your shares:

--------------------------------------------------------------------------------
                                 1 YR        3 YRS        5 YRS       10 YRS
  Class A shares                 $628         $907       $1,708       $2,060
  Class B shares                 $202         $624       $1,073       $2,082
  Class C shares                 $308         $742       $1,202       $2,476
  Class Z shares                 $109         $340       $  590       $1,306
--------------------------------------------------------------------------------


                                                                               5
<PAGE>

How the Series Invests

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is to seek LONG-TERM GROWTH OF CAPITAL.
Income is a secondary objective. This means we seek investments that will
increase in value over a period of years. We invest primarily in the
EQUITY-RELATED SECURITIES OF U.S. AND FOREIGN COMPANIES. A company is considered
to be a foreign company if it satisfies at least one of the following criteria:

---------------------------------------
OUR INVESTMENT STRATEGY

In deciding which securities to buy, we
use a growth investment style. That is,
we look for companies that we believe
are undervalued and/or will grow
faster--and earn better profits--than
other companies. We also look for
companies with strong competitive
advantages, effective research, product
development, strong management and
financial strength. We consider selling
a security when the conditions for
growth are no longer present or begin to
change, the price of the security
reaches the level we expected, or when
the security falls short of our
expectations.
---------------------------------------

>    its securities are traded principally on stock exchanges in one or more
     foreign countries;

>    it derives 50% or more of its total revenue from goods produced, sales made
     or services performed in one or more foreign countries;

>    it maintains 50% or more of its assets in one or more foreign countries;

>    it is organized under the laws of a foreign country; or

>    its principal executive office is located in a foreign country.

While we make every effort to achieve our objective, we can't guarantee success.

While the Series may invest in companies of any size, in the past we have
invested, and we currently intend to invest, primarily in medium-size and large
companies, which means companies with a MARKET CAPITALIZATION of $1 billion or
more (market capitalization is the price per share times the number of
outstanding shares). Geographically, we intend to have investments in at least
four developed countries, including the U.S. We may invest in stock markets and
countries around the world, including countries in the Pacific Basin (like Japan
and Australia), Western Europe (like the United Kingdom and Germany) and North
America (like the U.S. and Canada).

     From time to time, on a temporary basis, we may invest up to 65% of the
Series' total assets in just one country, and under unusual market conditions,
we may temporarily invest all of our assets in U.S. equities. During that period
we may not be able to achieve our investment objectives.


6  Prudential Global Growth Fund                       [GRAPHIC]  (800) 225-1852

<PAGE>

How the Series Invests

     In selecting securities for the Series, we use a bottom-up approach based
on a company's growth potential, and we focus the Series' portfolio on companies
that have one or more of the following characteristics:

>    prospects for above-average earnings growth per share;

>    high return on invested capital;

>    healthy balance sheets;

>    sound financial and accounting policies and overall financial strength;

>    strong competitive advantages;

>    effective research and product development and marketing;

>    efficient service;

>    pricing flexibility;

>    strength of management; and

>    general operating characteristics that will allow the companies to compete
     successfully in their marketplace.

     Generally, we consider selling a security when the security no longer
displays the conditions for growth, is no longer undervalued, or falls short of
expectations.

     For more information, see "Investment Risks" and the Statement of
Additional Information, "Description of the Series, Their Investments and
Risks." The Statement of Additional Information--which we refer to as the
SAI--contains additional information about the Series. To obtain a copy, see the
back cover page of this prospectus.

     The Series' investment objective is a fundamental policy that cannot be
changed without shareholder approval. The Fund's Board of Directors can change
investment policies that are not fundamental.

OTHER INVESTMENTS AND STRATEGIES

While the Series invests primarily in common stock, preferred stock and other
equity-related securities, it may invest in other securities or use certain
investment strategies to increase returns or protect their assets if market
conditions warrant.

EQUITY-RELATED SECURITIES

These include common stock, preferred stock or securities that may be converted
to or exchanged for common stock--known as convertible securities--like rights
and warrants. The Series may also invest in American Depositary Receipts (ADRs),
which are certificates--usually issued by a U.S. bank or trust company--that
represent an equity investment in a foreign


                                                                               7
<PAGE>


How The Series Invests

company or some other foreign issuer. ADRs are valued in U.S. dollars. We
consider ADRs to be equity-related securities.

     The Series may participate in the initial public offering (IPO) market. IPO
investments may increase the Series' total returns. As the Series' assets grow,
the impact of IPO investments will decline, which may reduce the Series' total
returns.


MONEY MARKET INSTRUMENTS, BONDS AND OTHER FIXED-INCOME SECURITIES

Money market instruments and bonds are known as FIXED-INCOME SECURITIES because
issuers of these securities are obligated to pay interest and principal.
Typically, fixed-income securities don't increase or decrease in value in
relation to an issuer's financial condition or business prospects as stocks may,
although their value does fluctuate inversely to changes in interest rates
generally and directly in relation to their perceived credit quality.
Corporations and governments issue MONEY MARKET INSTRUMENTS and BONDS to raise
money. The Series may buy obligations of companies, foreign countries or the
U.S. Government. Money market instruments include the commercial paper and
short-term obligations of foreign and domestic corporations, banks and
governments and their agencies.

     If we believe it is necessary, we may temporarily invest 100% of the
Series' assets in money market instruments. Investing heavily in these
securities limits our ability to achieve capital appreciation, but may help to
preserve the Series' assets when global or international markets are unstable.

     Generally, the Series will purchase only "INVESTMENT-GRADE" commercial
paper and bonds. This means the commercial paper and bonds have received one of
the four highest quality ratings determined by Moody's Investors Service, Inc.
(Moody's), or Standard & Poor's Ratings Group (S&P), or one of the other
nationally recognized statistical rating organizations (NRSROs). On occasion,
the Series may buy instruments that are not rated, but that are of comparable
quality to the investment-grade bonds described above. For more information
about bonds and bond ratings, see the SAI, "Appendix I, Description of Security
Ratings."

REPURCHASE AGREEMENTS

The Series may also use REPURCHASE AGREEMENTS, where a party agrees to sell a
security to the Series and then repurchase it at an agreed-upon price at a
stated time. This creates a fixed return for the Series.


8  Prudential Global Growth Fund                       [GRAPHIC]  (800) 225-1852
<PAGE>


How the Series Invests

DERIVATIVE STRATEGIES

We may use a number of alternative DERIVATIVE STRATEGIES to try to improve the
Series' returns or protect its assets, although we cannot guarantee these
strategies will work, that the instruments necessary to implement these
strategies will be available or that the Series will not lose money.
Derivatives--such as futures, options, foreign currency forward contracts and
options on futures--involve costs and can be volatile. With derivatives, the
investment adviser tries to predict whether the underlying investment, a
security, market index, currency, interest rate or some other asset, rate or
index, will go up or down at some future date. We may use derivatives to try to
reduce risk or to increase return, taking into account the Series' overall
investment objective. The investment adviser will consider other factors (such
as cost) in deciding whether to employ any particular strategy or use any
particular instrument. Any derivatives we may use may not match or correspond
exactly with the Series' actual portfolio holdings. In particular this will be
the case when we use derivatives for return enhancement.

OPTIONS

The Series may purchase and sell put and call options on equity securities,
stock indices and foreign currencies that are traded on U.S. or foreign
securities exchanges, on NASDAQ or in the over-the-counter market. An option is
the right to buy or sell securities or currencies in exchange for a premium. The
Series will sell only covered options. Covered options are described in our SAI
under "Description of the Series, Their Investments and Risks--Hedging and
Return Enhancement Strategies."

FUTURES CONTRACTS AND RELATED OPTIONS, FOREIGN CURRENCY FORWARD CONTRACTS

The Series may purchase and sell stock and bond index futures contracts and
related options on stock and bond index futures. The Series also may purchase
and sell futures contracts on foreign currencies and related options on foreign
currency futures contracts. A futures contract is an exchange-traded agreement
to buy or sell a set quantity of an underlying product at a future date or to
make or receive a cash payment based on the value of a securities index on a
stipulated future date. The Series may also enter into foreign currency forward
contracts to protect the value of its assets against future changes in the level
of foreign exchange rates. A foreign currency forward contract is an
over-the-counter obligation to buy or sell a given currency on a future date at
a set price.


                                                                               9
<PAGE>


How the Series Invests

     For more information about these strategies, see the SAI, "Description of
the Series, Their Investments and Risks--Hedging and Return Enhancement
Strategies."

ADDITIONAL STRATEGIES

The Series follows certain policies when it BORROWS MONEY (the Series can borrow
up to 20% of the value of its total assets); LENDS ITS SECURITIES to others (the
Series will not lend more than 30% of the value of its total assets, which for
this purpose includes the value of any collateral received in the transaction);
and holds ILLIQUID SECURITIES (the Series may hold up to 15% of its net assets
in illiquid securities, including restricted securities with legal or
contractual restrictions, those without a readily available market and
repurchase agreements with maturities longer than seven days). The Series is
subject to certain investment restrictions that are fundamental policies, which
means they cannot be changed without shareholder approval. For more information
about these restrictions, see "Investment Restrictions" the SAI.


10  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852

<PAGE>

How the Series Invests

INVESTMENT RISKS


As noted previously, all investments involve risk, and investing in the Series
is no exception. This chart outlines the key risks and potential rewards of the
principal investments the Series may make. See, too, "Description of the Series,
Their Investments and Risks" in the SAI.


  INVESTMENT TYPE
  % OF SERIES' TOTAL ASSETS      RISKS                      POTENTIAL REWARDS
--------------------------------------------------------------------------------

  FOREIGN SECURITIES IN       >  Foreign markets,        >  Investors can
  GENERAL                        economies and              participate
                                 political systems,         in the growth of
  UP TO 100%                     particularly those         foreign markets
                                 in developing              through investments
  UP TO 65% IN ONE COUNTRY       countries, may not         in companies
  ON A TEMPORARY BASIS           be as stable as in         operating  in those
                                 the U.S.                   markets

                              >  Currency                >  Opportunities for
                                 risk--changing             diversification
                                 values of foreign
                                 currencies

                              >  May be less liquid
                                 than U.S. stocks
                                 and bonds

                              >  Differences in
                                 foreign laws,
                                 accounting
                                 standards and
                                 public information
                                 and custody and
                                 settlement practices

                              >  Investment in
                                 emerging markets
                                 securities are
                                 subject to greater
                                 volatility and
                                 price declines

--------------------------------------------------------------------------------
  COMMON STOCKS AND           >  Individual stocks       >  Historically,
  OTHER EQUITY-RELATED           could lose value           stocks have
  SECURITIES                                                outperformed other
                              >  The equity markets         investments over
  AT LEAST 65%; UP TO 100%       could go down,             the long term
                                 resulting in a
  UP TO 100% IN U.S.             decline in value of     >  Generally, economic
  EQUITIES ON A TEMPORARY        the Series                 growth leads to
  BASIS                          investments                higher corporate
                                                            profits, which leads
                              >  Companies that pay         to an increase
                                 dividends may not          in stock prices,
                                 do so if they don't        known as capital
                                 have profits or            appreciation
                                 adequate cash flow
                                                         >  May be a source of
                              >  Changes in economic        dividend income
                                 or political
                                 conditions,
                                 both domestic and
                                 international, may
                                 result in a decline
                                 in value of the
                                 Series' investments
--------------------------------------------------------------------------------


                                                                              11
<PAGE>

How the Series Invests

  INVESTMENT TYPE (CONT'D)
  % OF SERIES' TOTAL ASSETS      RISKS                      POTENTIAL REWARDS
-------------------------------------------------------------------------------


                              >  Credit risk--the       >  A source of regular
  INVESTMENT-GRADE BONDS         risk that the             interest income
                                 borrower can't pay
  UP TO 35%                      back the money         >  Generally more secure
                                 borrowed or make          than stock since
                                 interest payments         companies must pay
                                                           their debts before
                              >  Market risk--the          they pay dividends.
                                 risk that bonds or
                                 other debt
                                 instruments may
                                 lose value in the
                                 market because
                                 interest rates
                                 change or there is
                                 a lack of confidence
                                 in the borrower

--------------------------------------------------------------------------------
                              >  Derivatives used        >  Derivatives could
  DERIVATIVES                    for risk management        make money and
                                 may not fully              protect against
  PERCENTAGE VARIES              correspond to the          losses if the
                                 underlying positions       investment analysis
                                 and this could result      proves correct
                                 in losses to the
                                 Series that would       >  Derivatives that
                                 not have otherwise         involve leverage
                                 occurred                   could generate
                                                            substantial gains at
                              >  Derivatives, such          low cost
                                 as futures, options
                                 and foreign             >  One way to manage
                                 currency forward           the Series'
                                 contracts, may not         risk/return balance
                                 have the effects           is by locking in the
                                 intended and may           value of an
                                 result in losses or        investment ahead of
                                 missed opportunities       time


                              >  The other party to
                                 a derivatives
                                 contract could
                                 default

                              >  Derivatives can
                                 increase share
                                 price volatility
                                 and those that
                                 involve leverage
                                 could magnify
                                 losses

                              >  Certain types of
                                 derivatives involve
                                 costs that can
                                 reduce returns

--------------------------------------------------------------------------------
                              >  May be difficult to     >  May offer a more
  ILLIQUID SECURITIES            value precisely            attractive yield or
                              >  May be difficult to        potential for growth
  UP TO 15% OF NET ASSETS        sell at the time or        than more widely
                                 place desired              traded securities
--------------------------------------------------------------------------------
                              >  Limits potential        >  May preserve the
  MONEY MARKET INSTRUMENTS       for capital                Series' assets
                                 appreciation and
  UP TO 100% ON A                achieving our
  TEMPORARY BASIS                objective

                              >  See credit risk and
                                 market risk under
                                 the heading
                                "Investment-grade
                                 bonds" above.
--------------------------------------------------------------------------------


12  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852

<PAGE>

How the Series is Managed

BOARD OF DIRECTORS

The Fund's Board of Directors oversees the actions of the Manager, Investment
Adviser and Distributor and decides on general policies. The Board also oversees
the Fund's officers, who conduct and supervise the daily business operations of
the Series.

MANAGER

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077


Under a management agreement with the Fund, PIFM manages the Fund's investment
operations and administers its business affairs. PIFM also is responsible for
supervising the Series investment adviser. For the fiscal year ended October 31,
2000, the Series paid management fees of .75% of the average daily net assets of
the Series.

     PIFM and its predecessors have served as manager or administrator to
investment companies since 1987.

     As of December 31, 2000, PIFM served as the Manager to all of the
Prudential Mutual Funds, and as Manager or administrator to closed-end
investment companies, with aggregate assets of approximately $76.7 billion.

     The Board of Directors approved a proposal under which the Board may
authorize Prudential Investments Fund Management LLC (PIFM or the Manager),
subject to certain conditions, to enter into or amend subadvisory agreements
without obtaining further shareholder approval. One of the conditions is that
shareholders must first approve the grant of this ongoing authority to the Board
of Directors. The implementation of this proposal also is conditioned upon the
receipt of exemptive relief from the Securities and Exchange Commission
(Commission).

     Subject to the satisfaction of these two conditions, which cannot be
assured, the Manager would be permitted, with Board approval, to employ new
subadvisers for a Series (including subadvisers affiliated with PIFM), change
the terms of a Series' subadvisory agreements or enter into new subadvisory
agreements with existing subadvisers. Shareholders of a Series would continue to
have the right to terminate a subadvisory agreement for a Series at any time by
a vote of the majority of the outstanding voting securities of the Series.
Shareholders would be notified of any subadviser changes or other material
amendments to subadvisory agreements that occur under these arrangements.

     The Board of Directors also approved a proposed new management contract
with PIFM. If shareholders approve this new contract, PIFM would be


                                                                              13

<PAGE>



How the Series is Managed


permitted to allocate and reallocate a Series' assets among the Series'
subadvisors, including The Prudential Investment Corporation (PIC), Jennison
Associates LLC (Jennison) and unaffiliated subadvisers, without obtaining
further shareholder approval.


INVESTMENT ADVISER


Jennison Associates LLC (Jennison) is the Series' investment adviser. Its
address is 466 Lexington Avenue, New York, NY 10017. PIFM has responsibility for
all investment advisory services and supervises Jennison. PIFM pays Jennison at
an annual rate of .60 of 1% of the average daily net assets of the Series up to
and including $300 million, .50 of 1% of the average daily net assets of the
Series in excess of $300 million and up to an including $1.5 billion, and .45 of
1% of the average daily net assets over $1.5 billion. As of September 30, 2000,
Jennison managed approximately $____ billion in assets. Jennison has served as
an investment adviser to investment companies since 1990.

     PIFM is responsible for all investment advisory services, supervises the
subadviser and pays the subadviser for its services.


PORTFOLIO MANAGERS


The Series is co-managed by DANIEL J. DUANE, CFA AND MICHELLE PICKER, FSA.

     Dan Duane is a Managing ____ of Jennison and has managed the Series since
1991. He earned a B.A. from Boston College, a PH.D. from Yale University and an
M.B.A. from New York University. He was awarded the Chartered Financial Anyalyst
(CFA) designation.

     Michelle Picker is a ______ of Jennison. She has co-managed the Series
since October 1997. Michelle earned a B.A. from the University of Pennsylvania
and an M.B.A. from New York University. She was also awarded the Chartered
Financial Analyst designation.


DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS) distributes the Fund's
shares under a Distribution Agreement with the Fund. The Fund has Distribution
and Service Plans pursuant to Rule 12b-1 under the Investment Company Act. Under
the Plans and the Distribution Agreement, PIMS pays the expenses of distributing
the Series' Class A, B, C and Z shares, and provides certain shareholder support
services. The Series pays distribution and other fees to PIMS as compensation
for its services for each class of shares, other than Class Z. These fees--known
as 12b-1 fees--are shown in the "Fees and Expenses" tables.


14  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852
<PAGE>


Series Distributions and Tax Issues

Investors who buy shares of the Series should be aware of some important tax
issues. For example, the Series distributes DIVIDENDS of ordinary income and
distributes realized net CAPITAL GAINS, if any, to shareholders. These
distributions are subject to taxes, unless you hold your shares in a 401(k)
plan, an Individual Retirement Account (IRA) or some other qualified
tax-deferred plan or account. Dividends and distributions from the Series may
also be subject to state income tax in the state where you live.

     Also, if you sell shares of the Series for a profit, you may have to pay
capital gains taxes on the amount of your profit, again unless you hold your
shares in a qualified tax-deferred plan or account.

     The following briefly discusses some of the important federal tax issues
you should be aware of, but is not meant to be tax advice. For tax advice,
please speak with your tax adviser.

DISTRIBUTIONS

The Series distributes DIVIDENDS of any net investment income to shareholders,
typically once a year. For example, if the Series owns ACME Corp. stock and the
stock pays a dividend, the Series will pay out a portion of this dividend to its
shareholders, assuming the Series' income is more than its costs and expenses.
The dividends you receive from the Series will be taxed as ordinary income,
whether or not they are reinvested in the Series.

     The Series also distributes realized net CAPITAL GAINS to shareholders--
typically once a year. Capital gains are generated when the Fund sells its
assets for a profit. For example, if the Series bought 100 shares of ACME Corp.
stock for a total of $1,000 and more than one year later sold the shares for a
total of $1,500, the Series has net long-term capital gains of $500, which it
will pass on to shareholders (assuming the Series' total gains are greater than
any losses it may have). Capital gains are taxed differently depending on how
long the Series holds the security--if a security is held more than one year
before it is sold, LONG-TERM capital gains are taxed at the rate of 20%, but if
the security is held one year or less, SHORT-TERM capital gains are taxed at
rates up to 39.6%. Different rates apply to corporate shareholders.


     For your convenience, Series distributions of dividends and capital gains
are AUTOMATICALLY REINVESTED in the Series without any sales charge. If you ask
us to pay the distributions in cash, we will wire the distribution to your bank
account instead of purchasing more shares of the Series. Either way, the
distributions will be subject to taxes, unless your shares are held in a
qualified or tax-deferred plan or account. For more information about automatic


                                                                              15
<PAGE>

Series Distributions and Tax Issues

reinvestment and other shareholder services, see "Step 4: Additional Shareholder
Services" in the next section.

TAX ISSUES

FORM 1099


Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own shares
of the Series as part of a qualified or tax-deferred plan or account, your taxes
are deferred, so you will not receive a Form 1099. However, you will receive a
Form 1099 when you take any distributions from your qualified or tax-deferred
plan or account.

     Series distributions are generally taxable to you in the year they are
received, except when we declare certain dividends in October, November or
December of a calendar year and actually pay them in January of the following
year. In such cases, the dividends are treated as if they were paid on December
31 of the prior year. Corporate shareholders are eligible for the 70%
dividends--received deduction for certain dividends.


WITHHOLDING TAXES

If federal tax law requires you to provide the Series with your tax
identification number and certifications as to your tax status, and you fail to
do this, or if you are otherwise subject to backup withholding, we will withhold
and pay to the U.S. Treasury 31% of your distributions and sale proceeds.
Dividends of net investment income and short-term capital gains paid to a
nonresident foreign shareholder generally will be subject to a U.S. withholding
tax of 30%. This rate may be lower, depending on any tax treaty the U.S. may
have with the shareholder's country.

IF YOU PURCHASE JUST BEFORE RECORD DATE

If you buy shares of the Series just before the record date (the date that
determines who receives the distribution), that distribution will be paid to
you. As explained above, the distribution may be subject to income or capital
gains taxes. You may think you've done well, since you bought shares one day and
soon thereafter received a distribution. That is not so because when dividends
are paid out, the value of each share of the Series decreases by the amount of
the dividend to reflect the payout, although this may not be apparent because
the value of each share of the Series also will be affected by the market


16  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


Series Distributions and Tax Issues

changes, if any. The distribution you receive makes up for the decrease in share
value. However, the timing of your purchase does mean that part of your
investment came back to you as taxable income.

QUALIFIED OR TAX-DEFERRED RETIREMENT PLANS

Retirement plans and accounts allow you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible, although distributions from these plans generally are taxable. In
the case of Roth IRA accounts, contributions are not tax deductible, but
distributions from the plan may be tax free. Please contact your financial
adviser for information on a variety of retirement plans offered by The
Prudential Insurance Company of America.

IF YOU SELL OR EXCHANGE YOUR SHARES

---------------------------------------------------
                         +$   CAPITAL GAIN
                              (taxes owed)

RECEIPTS FROM SALE ----> OR

                         -$   CAPITAL LOSS
                              (offset against gain)
---------------------------------------------------

     If you sell any shares of the Series for a profit, you have realized a
capital gain, which is subject to tax unless you hold shares in a qualified
tax-deferred plan or account. The amount of tax you pay depends on how long you
owned your shares. If you sell shares of the Series for a loss, you may have a
capital loss, which you may use to offset certain capital gains you have.

     If you sell shares and realize a loss, you will not be permitted to use the
loss to the extent you replace the shares (including pursuant to the
reinvestment of a dividend) within a 61-day period (beginning 30 days before the
sale of the shares). If you acquire shares of the Series and sell your shares
within 90 days, you may not be allowed to include certain charges incurred in
acquiring the shares for purposes of calculating gain or loss realized upon the
sale of the shares.

     Exchanging your shares of the Series for the shares of another Prudential
Mutual Fund is considered a sale for tax purposes. In other words, it's a
"taxable event." Therefore, if the shares you exchanged have increased in value
since you purchased them, you have capital gains, which are subject to the taxes
described above.


                                                                              17
<PAGE>

Series Distributions and Tax Issues

     Any gain or loss you may have from selling or exchanging Series shares will
not be reported on Form 1099. Therefore, unless you hold your shares in a
qualified tax-deferred plan or account, you or your financial adviser should
keep track of the dates on which you buy and sell--or exchange--Series shares,
as well as the amount of any gain or loss on each transaction. For tax advice,
please see your tax adviser.

AUTOMATIC CONVERSION OF CLASS B SHARES

We have obtained a legal opinion that the conversion of Class B shares into
Class A shares--which happens automatically approximately seven years after
purchase--is not a "taxable event" because it does not involve an actual sale of
your Class B shares. This opinion, however, is not binding on the IRS. For more
information about the automatic conversion of Class B shares, see "Class B
Shares Convert to Class A Shares After Approximately Seven Years" in the next
section.


18  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>

How to Buy, Sell and
Exchange Shares of the Series

HOW TO BUY SHARES

STEP 1: OPEN AN ACCOUNT

If you don't have an account with us or a securities firm that is permitted to
buy or sell shares of the Series for you, call Prudential Mutual Fund Services
LLC (PMFS) at (800) 225-1852 or contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: INVESTMENT SERVICES
P.O. BOX 8179
PHILADELPHIA, PA 19101-8179

     You may purchase shares by check or wire. We do not accept cash or money
orders. To purchase by wire, call the number above to obtain an application.
After PMFS receives your completed application, you will receive an account
number. For additional information about purchasing shares of the Series, see
the back cover page of this prospectus. We have the right to reject any purchase
order (including an exchange into the Series) or suspend or modify the Series'
sale of its shares.


STEP 2: CHOOSE A SHARE CLASS

Individual investors can choose among Class A, Class B, Class C, and Class Z
shares of the Series, although Class Z shares are available only to a limited
group of investors.

     Multiple share classes let you choose a cost structure that better meets
your needs. With Class A shares, you pay the sales charge at the time of
purchase, but the operating expenses each year are lower than the expenses of
Class B and Class C shares. With Class B shares, you only pay a sales charge if
you sell your shares within six years (that is why it is called a Contingent
Deferred Sales Charge, or CDSC), but the operating expenses each year are higher
than the Class A share expenses. With Class C shares, you pay a 1% front-end
sales charge and a 1% CDSC if you sell within 18 months of purchase, but the
operating expenses are also higher than the expenses for Class A shares.

     When choosing a share class, you should consider the following:

     >    The amount of your investment

     >    The length of time you expect to hold the shares and the impact of the
          varying distribution fees

     >    The different sales charges that apply to each share class--Class A's
          front-end sales charge vs. Class B's CDSC vs. Class C's low front-end
          sales charge and low CDSC


                                                                              19
<PAGE>

How to Buy, Sell and
Exchange Shares of the Series

     >    Whether you qualify for any reduction or waiver of sales charges

     >    The fact that Class B shares automatically convert to Class A shares
          approximately seven years after purchase

     >    Whether you qualify to purchase Class Z shares

     See "How to Sell Your Shares" for a description of the impact of CDSCs.

SHARE CLASS COMPARISON. Use this chart to help you compare the Series' different
share classes. The discussion following this chart will tell you whether you are
entitled to a reduction or waiver of any sales charges.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                               CLASS A            CLASS B             CLASS C          CLASS Z
<S>                           <C>                 <C>                 <C>              <C>
  Minimum purchase            $1,000              $1,000              $2,500           None
    amount(1)

  Minimum amount for          $100                $100                $100             None
    subsequent purchases(1)

  Maximum initial             5% of the           None                1% of the        None
    sales charge              public                                  public
                              offering price                          offering price

  Contingent Deferred         None                If Sold             1% on sales      None
    Sales Charge (CDSC)(2)                        During:             made within
                                                  Year 1      5%      18 months
                                                  Year 2      4%      of purchase(2)
                                                  Year 3      3%
                                                  Year 4      2%
                                                  Year 5/6    1%
                                                  Year 7      0%

  Annual distribution          .30 of 1%          1%                  1%               None
    and service (12b-1)        (.25 of 1%
    fees (shown as a           currently)
    percentage of average
    net assets)(3)
----------------------------------------------------------------------------------------------
</TABLE>


(1)  THE MINIMUM INITIAL INVESTMENT REQUIREMENTS DO NOT APPLY TO CERTAIN
     RETIREMENT AND EMPLOYEE SAVINGS PLANS AND CUSTODIAL ACCOUNTS FOR MINORS.
     THE MINIMUM INVESTMENT FOR PURCHASES MADE THROUGH THE AUTOMATIC INVESTMENT
     PLAN IS $50. FOR MORE INFORMATION, SEE "ADDITIONAL SHAREHOLDER SERVICES--
     AUTOMATIC INVESTMENT PLAN."


(2)  FOR MORE INFORMATION ABOUT THE CDSC AND HOW IT IS CALCULATED, SEE
     "CONTINGENT DEFERRED SALES CHARGES (CDSC)."

(3)  THESE DISTRIBUTION AND SERVICE FEES ARE PAID FROM THE SERIES' ASSETS ON A
     CONTINUOUS BASIS. OVER TIME, THE FEES WILL INCREASE THE COST OF YOUR
     INVESTMENT AND MAY COST YOU MORE THAN PAYING OTHER TYPES OF SALES CHARGES.
     THE SERVICE FEE FOR EACH OF CLASS A, CLASS B AND CLASS C SHARES IS .25 OF
     1%. THE DISTRIBUTION FEE FOR CLASS A SHARES IS LIMITED TO .30 OF 1%
     (INCLUDING THE .25 OF 1% SERVICE FEE) AND IS .75 OF 1% FOR EACH OF CLASS B
     AND CLASS C SHARES. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000, THE
     DISTRIBUTOR OF THE FUND HAS CONTRACTUALLY AGREED TO REDUCE ITS DISTRIBUTION
     AND SERVICE (12B-1) FEES FOR CLASS A SHARES TO .25 OF 1% OF THE AVERAGE
     DAILY NET ASSETS OF THE CLASS A SHARES.


20  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

REDUCING OR WAIVING CLASS A'S INITIAL SALES CHARGE

The following describes the different ways investors can reduce or avoid paying
Class A's initial sales charge.

INCREASE THE AMOUNT OF YOUR INVESTMENT. You can reduce Class A's sales charge by
increasing the amount of your investment. This table shows how the sales charge
decreases as the amount of your investment increases.

--------------------------------------------------------------------------------
                            SALES CHARGE AS %      SALES CHARGE AS %     DEALER
  AMOUNT OF PURCHASE        OF OFFERING PRICE     OF AMOUNT INVESTED  ALLOWANCE
  Less than $25,000                     5.00%                  5.26%      4.75%
  $25,000 to $49,999                    4.50%                  4.71%      4.25%
  $50,000 to $99,999                    4.00%                  4.17%      3.75%
  $100,000 to $249,999                  3.25%                  3.36%      3.00%
  $250,000 to $499,999                  2.50%                  2.56%      2.40%
  $500,000 to $999,999                  2.00%                  2.04%      1.90%
  $1 million and above*                  None                   None       None
--------------------------------------------------------------------------------

*    IF YOU INVEST $1 MILLION OR MORE, YOU CAN BUY ONLY CLASS A SHARES, UNLESS
     YOU QUALIFY TO BUY CLASS Z SHARES.

     To satisfy the purchase amounts above, you can

     >    Invest with a group of investors who are related to you;

     >    Buy the Class A shares of two or more Prudential Mutual Funds at the
          same time;


     >    Use your RIGHTS OF ACCUMULATION, which allow you to combine the
          current value of Prudential Mutual Fund shares you already own
          (excluding money market funds not acquired through the exchange
          privilege) with the value of the shares you are purchasing for
          purposes of determining the applicable sales charge (Note: you must
          notify the Transfer Agent if you qualify for Rights of Accumulation.);
          or

     >    Sign a LETTER OF INTENT, stating in writing that you or a group of
          investors will invest a specific dollar amount in the Series or other
          Prudential mutual funds within 13 months.


     The Distributor may reallow Class A's sales charge to dealers.

BENEFIT PLANS. Certain group retirement and savings plans may purchase Class A
shares without the initial sales charge if they meet the required minimum for
amount of assets, average account balance or number of eligible employees. For
more information about these requirements, call Prudential at (800) 353-2847.


                                                                              21
<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

MUTUAL SERIES PROGRAMS. The initial sales charge will be waived for investors in
certain programs sponsored by broker-dealers, investment advisers and financial
planners who have agreements with Prudential Investments Advisory Group relating
to:

     >    Mutual fund "wrap" or asset allocation program, where the sponsor
          places fund trades and charges its clients a management, consulting or
          other fee for its services, or


     >    Mutual fund "supermarket" programs where the sponsor links its
          clients' accounts to a master account in the sponsor's name and the
          sponsor charges a fee for its services.


     Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Series in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Other investors pay no sales charges, including
certain officers, employees or agents of Prudential and its affiliates,
Prudential Mutual Funds, the subadvisers of the Prudential Mutual Funds and
clients of brokers that have entered into a selected dealer agreement with the
Distributor. To qualify for a reduction or waiver of the sales charge, you must
notify the Transfer Agent or your broker at the time of purchase. For more
information about reducing or eliminating Class A's sales charge, see the SAI,
"Purchase, Redemption and Pricing of Series Shares--Reduction and Waiver of
Initial Sales Charges--Class A Shares."


WAIVING CLASS C'S INITIAL SALES CHARGE

BENEFIT PLANS. Certain group retirements plans may purchase Class C shares
without the initial sales charge. For more information, call Prudential at (800)
353-2847.

INVESTMENT OF REDEMPTION PROCEEDS FROM OTHER INVESTMENT COMPANIES. The initial
sales charge will be waived for purchases of Class C shares if the purchase is
made with money from the redemption of shares of any unaffiliated investment
company, as long as the shares were not held in an account at Prudential
Securities Incorporated or one of its affiliates. These purchases must be made
within 60 days of the redemption. To qualify for this waiver, you must:

     >    purchase your shares through an account at Prudential Securities;


22  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

     >    purchase your shares through an ADVANTAGE Account or an Investor
          Account with Pruco Securities Corporation; or

     >    purchase your shares through other brokers.


     The waiver is not available to investors who purchase shares directly from
the Transfer Agent. If you are entitled to the waiver, you must notify your
broker who may require any supporting documents it considers appropriate.


Qualifying for Class Z Shares

BENEFIT PLANS. Certain group retirement plans may purchase Class Z shares if
they meet the required minimum for amount of assets, average account balance or
number of eligible employees. For more information about these requirements,
call Prudential at (800) 353-2847.

MUTUAL FUND PROGRAMS. Class Z shares also can be purchased by participants in
any fee-based program or trust program sponsored by Prudential or an affiliate
that includes the Series as an available option. Class Z shares also can be
purchased by investors in certain programs sponsored by broker-dealers,
investment advisers and financial planners who have agreements with Prudential
Investments Advisory Group relating to:

     >    Mutual fund "wrap" or asset allocation programs where the sponsor
          places fund trades, links its clients' accounts to a master account in
          the sponsor's name and charges its clients a management, consulting or
          other fee for its services, or

     >    Mutual fund "supermarket" programs, where the sponsor links its
          clients' accounts to a master account in the sponsor's name and the
          sponsor charges a fee for its services.

     Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Series in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Class Z shares also can be purchased by any of the
following:

     >    Certain participants in the MEDLEY Program (group variable annuity
          contracts) sponsored by Prudential for whom Class Z shares of the
          Prudential mutual funds are an available option,


                                                                              23
<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

     >    Current and former Directors/Trustees of the Prudential Mutual Funds
          (including the Series), and

     >    Prudential, with an investment of $10 million or more.

     In connection with the sales of shares, the Manager, the Distributor or one
of their affiliates may pay brokers, financial advisers and other persons a
commission of up to 4% of the purchase price for Class B shares, up to 2% of the
purchase price for Class C shares and a finder's fee for Class A or Class Z
shares from their own resources based on a percentage of the net asset value of
shares sold or otherwise.

CLASS B SHARES CONVERT TO CLASS A SHARES AFTER APPROXIMATELY SEVEN YEARS

If you buy Class B shares and hold them for approximately seven years, we will
automatically convert them into Class A shares without charge. At that time, we
will also convert any Class B shares that you purchased with reinvested
dividends and other distributions. Since the 12b-1 fees for Class A shares are
lower than for Class B shares, converting to Class A shares lowers your Series
expenses.

     When we do the conversion, you will get fewer Class A shares than the
number of Class B shares converted if the price of the Class A shares is higher
than the price of Class B shares. The total dollar value will be the same, so
you will not have lost any money by getting fewer Class A shares. We do the
conversions quarterly, not on the anniversary date of your purchase. For more
information, see the SAI, "Purchase, Redemption and Pricing of Series
Shares--Conversion Feature--Class B Shares."


24  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY

---------------------------------------
MUTUAL FUND SHARES

The NAV of mutual fund shares changes
every day because the value of a fund's
portfolio changes constantly. For
example, if fund XYZ holds ACME Corp.
stock in its portfolio and the price of
ACME stock goes up, while the value of
the fund's other holdings remains the
same and expenses don't change, the NAV
of fund XYZ will increase.
---------------------------------------

The price you pay for each share of the Series is based on the share value. The
share value of a mutual fund--known as the NET ASSET VALUE or NAV--is determined
by a simple calculation--it's the total value of a fund (assets minus
liabilities) divided by the total number of shares outstanding. For example, if
the value of the investments held by fund XYZ (minus its liabilities) is $1,000
and there are 100 shares of fund XYZ owned by shareholders, the price of one
share of the fund--or the NAV--is $10 ($1,000 divided by 100). Portfolio
securities are valued based upon market quotations or, if not readily available,
at fair value as determined in good faith under procedures established by the
Fund's Board. Most national newspapers report the NAVs of most mutual funds,
which allows investors to check the price of mutual funds daily.

     We determine the NAV of our shares once each business day at 4:15 p.m. New
York time on days that the New York Stock Exchange (NYSE) is open for trading.
The NYSE is closed on national holidays and Good Friday. Because the Series
invests in foreign securities, its NAV can change on days when you cannot buy or
sell shares. We do not determine NAV on days when we have not received any
orders to purchase, sell or exchange Series shares, or when changes in the value
of the Series' portfolio do not materially affect the NAV.

WHAT PRICE WILL YOU PAY FOR SHARES OF THE SERIES?

For Class A and Class C shares, you'll pay the public offering price, which is
the NAV next determined after we receive your order to purchase, plus an initial
sales charge (unless you're entitled to a waiver). For Class B and Class Z
shares, you will pay the NAV next determined after we receive your order to
purchase (remember, there are no up-front sales charges for these share
classes). Your broker may charge a separate or additional fee for purchases of
shares.


                                                                              25
<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

STEP 4: ADDITIONAL SHAREHOLDER SERVICES

As a Series shareholder, you can take advantage of the following services and
privileges:

AUTOMATIC REINVESTMENT. As we explained in the "Series Distributions and Tax
Issues" section, the Series pays out--or distributes--its net investment income
and capital gains to all shareholders. For your convenience, we will
automatically reinvest your distributions in the Series at NAV without any sales
charge. If you want your distributions paid in cash, you can indicate this
preference on your application, notify your broker, or notify the Transfer Agent
in writing (at the address below) at least five business days before the date we
determine who receives dividends.


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: ACCOUNT MAINTENANCE
P.O. BOX 8159
PHILADELPHIA, PA 19101


AUTOMATIC INVESTMENT PLAN. You can make regular purchases of the Series for as
little as $50 by having the funds automatically withdrawn from your bank or
brokerage account at specified intervals.

RETIREMENT PLAN SERVICES. Prudential offers a wide variety of retirement plans
for individuals and institutions, including large and small businesses. For
information on IRAs, including Roth IRAs, or SEP-IRAs for a one-person business,
please contact your financial adviser. If you are interested in opening a 401(k)
or other company-sponsored retirement plan (SIMPLES, SEP plans, Keoghs,
403(b)(7) plans, pension and profit-sharing plans), your financial adviser will
help you determine which retirement plan best meets your needs. Complete
instructions about how to establish and maintain your plan and how to open
accounts for you and your employees will be included in the retirement plan kit
you receive in the mail.


26  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

THE PRUTECTOR PROGRAM. Optional group term life insurance--which protects the
value of your Prudential Mutual Fund investment for your beneficiaries against
market declines--is available to investors who purchase their shares through
Prudential. Eligible investors who apply for PruTector coverage after the
initial 6-month enrollment period will need to provide satisfactory evidence of
insurability. This insurance is subject to other restrictions and is not
available in all states.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available that will
provide you with monthly, quarterly, semi-annual or annual redemption checks.
Remember, the sale of Class B and Class C shares may be subject to a CDSC.

REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which contain important
financial information about the Series. To reduce Series expenses, we will send
one annual shareholder report, one semi-annual shareholder report and one annual
prospectus per household, unless you instruct us or your broker otherwise.

HOW TO SELL YOUR SHARES

You can sell your shares of the Series for cash (in the form of a check) at any
time, subject to certain restrictions.

     When you sell shares of the Series--also known as REDEEMING your
shares--the price you will receive will be the NAV next determined after the
Transfer Agent, the Distributor or your broker receives your order to sell. If
your broker holds your shares, he must receive your order to sell by 4:15 p.m.
New York time to process the sale on that day. Otherwise, contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: REDEMPTION SERVICES
P.O. BOX 8149
PHILADELPHIA, PA 19101


     Generally, we will pay you for the shares that you sell within seven days
after the Transfer Agent, the Distributor or your broker receives your sell
order. If you hold shares through a broker, payment will be credited to your
account. If you are selling shares you recently purchased with a check, we may
delay sending you the proceeds until your check clears, which can take up to 10
days


                                                                              27
<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

from the purchase date. You can avoid delay if you purchase shares by wire,
certified check or cashier's check. Your broker may charge a separate or
additional fee for purchases and sales of shares.


EXPEDITED REDEMPTION PRIVILEGE

If you have selected the Expedited Redemption Privilege, you may have your
redemption proceeds sent directly to your bank account. Expedited redemption
requests may be made by telephone or letter, must be received by the Fund prior
to 4:15 p.m., New York Time, to receive a redemption amount based on that day's
NAV and are subject to the terms and conditions regarding the redemption of
shares. For more information, see "Purchase, Redemption and Pricing of Fund
Shares - Expedited Redemption Privilege" in the Statement of Additional
Information. The Expedited Redemption Privilege may be modified or terminated at
any time without notice.



RESTRICTIONS ON SALES


There are certain times when you may not be able to sell shares of the Series,
or when we may delay paying you the proceeds from a sale. As permitted by the
Securities Exchange Commission, this may happen during unusual market conditions
or emergencies when the Series can't determine the value of its assets or sell
its holdings. For more information, see the SAI, "Purchase, Redemption and
Pricing of Series Shares--Sale of Shares."


     If you are selling more than $100,000 of shares, you want the check sent to
someone or some place that is not in our records or you are a business or a
trust and you hold shares directly with the Transfer Agent, you may have to have
the signature on your sell order signature guaranteed by an "eligible guarantor
institution." An "eligible guarantor institution" includes any bank,
broker-dealer or credit union. For more information, see the SAI, "Purchase,
Redemption and Pricing of Series Shares--Sale of Shares."

CONTINGENT DEFERRED SALES CHARGES (CDSC)

If you sell Class B shares within six years of purchase or Class C shares within
18 months of purchase, you will have to pay a CDSC. To keep the CDSC as low as
possible, we will sell amounts representing shares in the following order:

     >    Amounts representing shares you purchased with reinvested dividends
          and distributions

     >    Amounts representing shares that represent the increase in NAV above
          the total amount of payments for shares made during the past six years
          for class B shares and 18 months for Class C shares


28  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

     >    Amounts representing the cost of shares held beyond the CDSC period
          (six years for Class B shares and 18 months for Class C shares)

     Since shares that fall into any of the categories listed above are not
subject to the CDSC, selling them first helps you to avoid--or at least
minimize--the CDSC.

     Having sold the exempt shares first, if there are any remaining shares that
are subject to the CDSC, we will apply the CDSC to amounts representing the cost
of shares held for the longest period of time within the applicable CDSC period.

     As we noted before in the "Share Class Comparison" chart, the CDSC for
Class B shares is 5% in the first year, 4% in the second, 3% in the third, 2% in
the fourth and 1% in the fifth and sixth years. The rate decreases on the first
day of the month following the anniversary date of your purchase, not on the
anniversary date itself. The CDSC is 1% for Class C shares--which is applied to
shares sold within 18 months of purchase. For both Class B and Class C shares,
the CDSC is the lesser of the original purchase price or the redemption
proceeds. For purposes of determining how long you've held your shares, all
purchases during the month are grouped together and considered to have been made
on the last day of the month.

     The holding period for purposes of determining the applicable CDSC will be
calculated from the first day of the month after initial purchase, excluding any
time shares were held in a money market fund.

WAIVER OF THE CDSC--CLASS B SHARES

The CDSC will be waived if the Class B shares are sold:

     >    After a shareholder is deceased or disabled (or, in the case of a
          trust account, the death or disability of the grantor). This waiver
          applies to individual shareholders, as well as shares owned in joint
          tenancy, provided the shares were purchased before the death or
          disability;

     >    To provide for certain distributions--made without IRS penalty--from a
          tax-deferred retirement plan, IRA, or Section 403(b) custodial
          account; and

     >    On certain sales from a Systematic Withdrawal Plan.

     For more information on the above and other waivers, see the SAI,
"Purchase, Redemption and Pricing of Series Shares--Waiver of the Contingent
Deferred Sales Charges--Class B Shares."


                                                                              29
<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

WAIVER OF THE CDSC--CLASS C SHARES

BENEFIT PLANS. The CDSC will be waived for redemptions by certain group
retirement plans for which Prudential or brokers not affiliated with Prudential
provide administrative or recordkeeping services. The CDSC will also be waived
for certain redemptions by benefit plans sponsored by Prudential and its
affiliates. For more information, call Prudential at (800) 353-2847.

REDEMPTION IN KIND

If the sales of Series shares you make during any 90-day period reach the lesser
of $250,000 or 1% of the value of the Series' net assets, we can then give you
securities from the Series' portfolio instead of cash. If you want to sell the
securities for cash, you would have to pay the costs charged by a broker.

SMALL ACCOUNTS

If you make a sale that reduces your account value to less than $500, we may
sell the rest of your shares (without charging any CDSC) and close your account.
We would do this to minimize the Series' expenses paid by other shareholders. We
will give you 60 days' notice, during which time you can purchase additional
shares to avoid this action. This involuntary sale does not apply to
shareholders who own their shares as part of a 401(k) plan, an IRA or some other
qualified tax-deferred plan or account.

90-DAY REPURCHASE PRIVILEGE


After you redeem your shares, you have a 90-day period during which you may
reinvest any of the redemption proceeds in shares of the same Series and account
without paying an initial sales charge. Also, if you paid a CDSC when you
redeemed your shares, we will credit your account with the appropriate number of
shares to reflect the amount of the CDSC you paid. In order to take advantage of
this one-time privilege, you must notify the Transfer Agent or your broker at
the time of the repurchase. See the SAI, "Purchase, Redemption and Pricing of
Series Shares--Sale of Shares."


RETIREMENT PLANS

To sell shares and receive a distribution from your retirement account, call
your broker or the Transfer Agent for a distribution request form. There are
special distribution and income tax withholding requirements for distributions
from retirement plans and you must submit a withholding form with your request
to avoid delay. If your retirement plan account is held for you by your employer
or plan trustee, you must arrange for the distribution request to be signed and
sent by the plan administrator or trustee. For additional information, see the
SAI.

30  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares of the Series for shares of the same class in
certain other Prudential Mutual Funds--including certain money market funds--if
you satisfy the minimum investment requirements. For example, you can exchange
Class A shares of the Series for Class A shares of another Prudential Mutual
Fund, but you can't exchange Class A shares for Class B, Class C or Class Z
shares. Class B and C shares may not be exchanged into money market funds other
than Prudential Special Money Market Fund, Inc. After an exchange, at
redemption, the CDSC will be calculated from the first day of the month after
initial purchase, excluding any time shares were held in a money market fund. We
may change the terms of the exchange privilege after giving you 60 days' notice.

     If you hold shares through a broker, you must exchange shares through your
broker. Otherwise contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: EXCHANGE PROCESSING
P.O. BOX 8157
PHILADELPHIA, PA 19101


     There is no sales charge for such exchanges. However, if you exchange-- and
then sell--Class B shares within approximately six years of your original
purchase or Class C shares within 18 months of your original purchase, you must
still pay the applicable CDSC. If you have exchanged Class B or Class C shares
into a money market fund, the time you hold the shares in the money market
account will not be counted in calculating the required holding periods for CDSC
liability.

     Remember, as we explained in the section entitled "Series Distributions and
Tax Issues--If You Sell or Exchange Your Shares," exchanging shares is
considered a sale for tax purposes. Therefore, if the shares you exchange are
worth more than you paid for them, you may have to pay capital gains tax. For
additional information about exchanging shares, see the SAI, "Shareholder
Investment Account--Exchange Privilege."

     If you own Class B or Class C shares and qualify to purchase either Class A
shares without paying an initial sales charge or Class Z shares, we will
automatically exchange your Class B or Class C shares which are not subject to a
CDSC for Class A or Class Z shares, as appropriate. We make such exchanges on a
quarterly basis if you qualify for this exchange privilege. We

                                                                              31
<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

have obtained a legal opinion that this exchange is not a "taxable event" for
federal income tax purposes. This opinion is not binding on the IRS.

FREQUENT TRADING

Frequent trading of Series shares in response to short-term fluctuations in the
market--also known as "market timing"--may make it very difficult to manage the
Series' investments. Also when market timing occurs, the Series may have to sell
portfolio securities to have the cash necessary to redeem the market timer's
shares. This can happen at a time when it is not advantageous to sell any
securities, so the Series' performance may be hurt. When large dollar amounts
are involved, market timing can also make it difficult to use long-term
investment strategies because we cannot predict how much cash the fund will have
to invest. When, in our opinion, such activity would have a disruptive effect on
portfolio management, the Series reserves the right to refuse purchase orders
and exchanges into the Series by any person, group or commonly controlled
accounts. The Series may notify a market timer of rejection of an exchange or
purchase order subsequent to the day the order is placed. If the Series allows a
market timer to trade Series shares, it may require the market timer to enter
into a written agreement to follow certain procedures and limitations.


TELEPHONE REDEMPTIONS AND EXCHANGES


You may redeem or exchange your shares in any amount by calling the Fund at
(800) 225-1852 before 4:15 p.m., New York time. You will receive a redemption
amount based on that day's NAV.

     The Fund's Transfer Agent will record your telephone instructions and
request specific account information before redeeming or exchanging shares. The
Fund will not be liable if it follows instructions that it reasonably believes
are made by the shareholder. If the Fund does not follow reasonable procedures,
it may be liable for losses due to unauthorized or fraudulent telephone
instructions.


     In the event of drastic economic or market changes, you may have difficulty
in redeeming or exchanging your shares by telephone. If this occurs, you should
consider redeeming or exchanging your shares by mail or through your broker.

     The telephone redemption and exchange privileges may be modified or
terminated at any time. If this occurs, you will receive a written notice from
the Fund.



32  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>

Financial Highlights


The financial highlights below are intended to help you evaluate the financial
performance of the Series for the past 5 years. The TOTAL RETURN in each chart
represents the rate that a shareholder earned on an investment in that share
class of the Fund, assuming reinvestment of all dividends and other
distributions. The information is for each share class for the periods
indicated.

     Review each chart with the financial statements and report of independent
accountants, which appear in the SAI and are available upon request. Additional
performance information for each share class is contained in the annual report,
which you can receive at no charge as described on the back cover of this
prospectus.



                                                                              33
<PAGE>


Financial Highlights

PRUDENTIAL GLOBAL GROWTH FUND: CLASS A SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the one year ended
October 31, 1996 were audited by other independent auditors whose reports were
unqualified.



<TABLE>
<CAPTION>
 CLASS A SHARES (FISCAL YEAR ENDED 10-31)
 PER SHARE OPERATING PERFORMANCE         2000      1999   1998(1)      1997      1996
--------------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>       <C>

 NET ASSET VALUE, BEGINNING OF YEAR              $16.16    $17.27    $16.62    $15.52
 INCOME FROM INVESTMENT OPERATIONS:
 Net investment loss                              (.05)    (0.02)    (0.01)        --
 Net realized and unrealized gain
   on investment and foreign                       5.82       .82      1.96      1.83
   currency transactions
 TOTAL FROM INVESTMENT OPERATIONS                  5.77       .80      1.95      1.83
--------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Distributions in excess of net
   investment income                              (.14)     (.11)     (.05)        --
 Distributions from net realized                  (.60)    (1.80)    (1.25)     (.73)
   capital gains
 TOTAL DISTRIBUTIONS                              (.74)    (1.91)    (1.30)     (.73)
 NET ASSET VALUE, END OF YEAR                     21.19    $16.16    $17.27    $16.62
 TOTAL RETURN(2)                                 36.83%     5.71%    12.42%    12.33%
--------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA                2000      1999      1998      1997      1996
 NET ASSETS, END OF YEAR (000)                 $339,620  $251,018  $258,080  $234,700
 Average net assets (000)                       298,009  $260,774  $265,380  $222,948
 RATIOS TO AVERAGE NET ASSETS:
 Expenses, including distribution                  1.32     1.38%     1.39%     1.45%
   and service (12b-1) fees
 Expenses, excluding distribution                  1.07     1.13%     1.14%     1.20%
   and service (12b-1) fees
 Net investment income (loss)                     (.27)    (.14)%      .01%    (.04)%
 Portfolio turnover                                 59%       61%       64%       52%
--------------------------------------------------------------------------------------
</TABLE>


(1)  BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BY CLASS.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED.


34  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


Financial Highlights

PRUDENTIAL GLOBAL GROWTH FUND: CLASS B SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the one year ended
October 31, 1996 were audited by other independent auditors whose reports were
unqualified.


<TABLE>
<CAPTION>
 CLASS B SHARES (FISCAL YEAR ENDED 10-31)
 PER SHARE OPERATING PERFORMANCE         2000      1999      1998(1)   1997      1996
--------------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>       <C>

 NET ASSET VALUE, BEGINNING OF YEAR              $15.26    $16.42    $15.96    $15.03
 INCOME FROM INVESTMENT OPERATIONS:
 Net investment loss                              (.17)     (.13)     (.12)     (.08)
 Net realized and unrealized gain
   on investment and foreign                       5.51       .78      1.88      1.74
   currency transactions
 TOTAL FROM INVESTMENT OPERATIONS                  5.34       .65      1.76      1.66
--------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Distributions in excess of net
   investment income                              (.02)     (.01)     (.05)        --
 Distributions from net realized                  (.60)    (1.80)    (1.25)     (.73)
   capital gains
 TOTAL DISTRIBUTIONS                              (.62)    (1.81)    (1.30)     (.73)
 NET ASSET VALUE, END OF YEAR                    $19.98    $15.26    $16.42    $15.96
 TOTAL RETURN(2)                                 36.00%     4.95%    11.70%    11.57%
--------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA                2000      1999      1998      1997      1996
 Net assets, end of year (000)                 $310,458  $274,248  $335,007  $326,978
 Average net assets (000)                      $297,322  $312,569  $350,518  $294,230
 RATIOS TO AVERAGE NET ASSETS:
 Expenses, including distribution                 1.99%     2.06%     2.07%     2.12%
   and service (12b-1) fees
 Expenses, excluding distribution                 1.07%     1.13%     1.14%     1.20%
   and service (12b-1) fees
 Net investment income (loss)                    (.96%)    (.82)%    (.68)%    (.67)%
 Portfolio turnover                                 59%       61%       64%       52%
--------------------------------------------------------------------------------------
</TABLE>


(1)  BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BY CLASS.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED.


                                                                              35
<PAGE>

Financial Highlights

PRUDENTIAL GLOBAL GROWTH FUND: CLASS C SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the one year ended
October 31, 1996 were audited by other independent auditors whose reports were
unqualified.


<TABLE>
<CAPTION>

 CLASS C SHARES (FISCAL YEAR ENDED 10-31)
 PER SHARE OPERATING PERFORMANCE         2000      1999      1998(1)   1997      1996
--------------------------------------------------------------------------------------
<S>                                              <C>      <C>        <C>       <C>
 NET ASSET VALUE, BEGINNING OF YEAR              $15.25    $16.41    $15.96    $15.03
 INCOME FROM INVESTMENT OPERATIONS:
 Net investment loss                              (.18)     (.14)    (0.11)     (.05)
 Net realized and unrealized gain
   on investment and foreign                       5.51       .78      1.86      1.71
   currency transactions
 TOTAL FROM INVESTMENT OPERATIONS                  5.33       .64      1.75      1.66
--------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Distributions in excess of net                   (.01)       --(2)   (.05)        --
   investment income(2)
 Distributions from net realized                  (.60)    (1.80)    (1.25)     (.73)
    capital gains
 TOTAL DISTRIBUTIONS                              (.61)    (1.81)    (1.30)     (.73)
 NET ASSET VALUE, END OF YEAR                     19.97    $15.25    $16.41    $15.96
 TOTAL RETURN(3)                                 35.94%     4.90%    11.63%    11.57%
--------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA                2000      1999      1998      1997      1996
 NET ASSETS, END OF YEAR (000)                  $14,184   $10,698   $10,244    $7,693
 Average net assets (000)                       $11,866   $10,286    $9,093    $5,516
 RATIOS TO AVERAGE NET ASSETS:
 Expenses, including distribution                 2.07%     2.13%     2.14%     2.20%
   and service (12b-1) fees
 Expenses, excluding distribution                 1.07%     1.13%     1.14%     1.20%
   and service (12b-1) fees
 Net investment income (loss)                   (1.02)%    (.90)%   (0.75)%    (.72)%
 Portfolio turnover                                 59%       61%       64%       52%
--------------------------------------------------------------------------------------
</TABLE>


(1)  BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BY CLASS.

(2)  1998 DISTRIBUTION WAS $.001.

(3)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED.


36  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>

Financial Highlights

PRUDENTIAL GLOBAL GROWTH FUND: CLASS Z SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the period from
March 1, 1996 through October 31, 1996 were audited by other independent
auditors whose report was unqualified.


<TABLE>
<CAPTION>
 Class Z Shares (fiscal year ended 10-31)
 Per Share Operating Performance         2000      1999(1)   1998(1)   1997      1996(2)
---------------------------------------------------------------------------------------

<S>                                              <C>       <C>       <C>       <C>

 NET ASSET VALUE, BEGINNING OF
   PERIOD                                        $16.23    $17.35    $16.65    $15.42
 INCOME FROM INVESTMENT OPERATIONS:
 Net investment income                               --       .02       .04       .06
 Net realized and unrealized gain
   on investment and foreign                       5.84       .82      1.96      1.18
    currency transactions
 TOTAL FROM INVESTMENT OPERATIONS                  5.84       .84      2.00      1.24
---------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Distributions in excess of net                   (.18)     (.16)     (.05)        --
    investment income
 Distributions from net realized                  (.60)    (1.80)    (1.25)     (.01)
    capital gains
 TOTAL DISTRIBUTIONS                              (.78)    (1.96)    (1.30)     (.01)
 NET ASSET VALUE, END OF PERIOD                  $21.29    $16.23    $17.35    $16.65
 TOTAL RETURN(3)                                 37.25%     5.97%    12.72%     8.06%
---------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA                2000      1999      1998      1997      1996
 NET ASSETS, END OF PERIOD (000)                $48,430   $36,338   $44,412   $40,416
 Average net assets (000)                       $42,312   $41,799   $46,545   $26,452
 RATIOS TO AVERAGE NET ASSETS:
 Expenses, including distribution                 1.07%     1.13%     1.14%  1.20%(4)
   fees
 Expenses, excluding distribution                 1.07%     1.13%     1.14%  1.20%(4)
   fees
 Net investment income (loss)                    (.02)%      .12%      .27%   .55%(4)
 Portfolio turnover                                 59%       61%       64%       52%
--------------------------------------------------------------------------------------
</TABLE>


(1)  BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BY CLASS.

(2)  INFORMATION SHOWN IS FOR THE PERIOD 3-1-96 (WHEN CLASS Z SHARES WERE FIRST
     OFFERED) THROUGH 10-31-96.

(3)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED. TOTAL RETURN FOR A PERIOD OF LESS THAN A FULL YEAR IS NOT
     ANNUALIZED.

(4)  ANNUALIZED.


                                                                              37
<PAGE>


The Prudential Mutual Fund Family

Prudential offers a broad range of mutual funds designed to meet your individual
needs. For more information about these funds, contact your financial adviser or
call us at (800) 225-1852. Read the prospectus carefully before you invest or
send money.



STOCK FUNDS

 PRUDENTIAL EMERGING GROWTH FUND, INC.
 PRUDENTIAL EQUITY FUND, INC.
 PRUDENTIAL INDEX SERIES FUND
   PRUDENTIAL STOCK INDEX FUND

 THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
   PRUDENTIAL JENNISON GROWTH FUND
   PRUDENTIAL JENNISON EQUITY OPPORTUNITY FUND

 PRUDENTIAL REAL ESTATE SECURITIES FUND
 PRUDENTIAL SECTOR FUNDS, INC.
   PRUDENTIAL FINANCIAL SERVICE FUND
   PRUDENTIAL HEALTH SCIENCES FUND
   PRUDENTIAL TECHNOLOGY FUND
   PRUDENTIAL UTILITY FUND

 PRUDENTIAL SMALL COMPANY FUND, INC.
 PRUDENTIAL TAX-MANAGED FUNDS
   PRUDENTIAL TAX-MANAGED EQUITY FUND

 PRUDENTIAL 20/20 FOCUS FUND
 PRUDENTIAL VALUE FUND
 NICHOLAS-APPLEGATE FUND, INC.
   NICHOLAS-APPLEGATE GROWTH EQUITY FUND


 TARGET FUNDS
   LARGE CAPITALIZATION GROWTH FUND
   LARGE CAPITALIZATION VALUE FUND
   SMALL CAPITALIZATION GROWTH FUND
   SMALL CAPITALIZATION VALUE FUND


ASSET ALLOCATION/BALANCED FUNDS
 PRUDENTIAL DIVERSIFIED FUNDS
   CONSERVATIVE GROWTH FUND
   MODERATE GROWTH FUND
   HIGH GROWTH FUND


 THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
   PRUDENTIAL ACTIVE BALANCED FUND


GLOBAL FUNDS
GLOBAL STOCK FUNDS
 PRUDENTIAL EUROPE GROWTH FUND, INC.
 PRUDENTIAL NATURAL RESOURCES FUND, INC.
 PRUDENTIAL PACIFIC GROWTH FUND, INC.
 PRUDENTIAL WORLD FUND, INC.
   PRUDENTIAL GLOBAL GROWTH FUND
   PRUDENTIAL INTERNATIONAL VALUE FUND
   PRUDENTIAL JENNISON INTERNATIONAL
      GROWTH FUND

 GLOBAL UTILITY FUND, INC.
 TARGET FUNDS
   INTERNATIONAL EQUITY FUND


GLOBAL BOND FUNDS
 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
 PRUDENTIAL INTERNATIONAL BOND FUND, INC.


38  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852


<PAGE>


BOND FUNDS


TAXABLE BOND FUNDS
 PRUDENTIAL GOVERNMENT INCOME
   FUND, INC.
 PRUDENTIAL GOVERNMENT SECURITIES TRUST
   SHORT-INTERMEDIATE TERM SERIES

 PRUDENTIAL HIGH YIELD FUND, INC.
 PRUDENTIAL HIGH YIELD TOTAL RETURN
   FUND, INC.
 PRUDENTIAL SHORT-TERM CORPORATE BOND FUND, INC.
   INCOME PORTFOLIO

 TARGET FUNDS
   TOTAL RETURN BOND FUND


TAX-EXEMPT BOND FUNDS
 PRUDENTIAL CALIFORNIA MUNICIPAL FUND
   CALIFORNIA SERIES
   CALIFORNIA INCOME SERIES

 PRUDENTIAL MUNICIPAL BOND FUND
   HIGH INCOME SERIES
   INSURED SERIES

 PRUDENTIAL MUNICIPAL SERIES FUND
   FLORIDA SERIES
   MASSACHUSETTS SERIES
   NEW JERSEY SERIES
   NEW YORK SERIES
   NORTH CAROLINA SERIES
   OHIO SERIES
   PENNSYLVANIA SERIES

 PRUDENTIAL NATIONAL MUNICIPALS
   FUND, INC.

MONEY MARKET FUNDS
TAXABLE MONEY MARKET FUNDS
 CASH ACCUMULATION TRUST
   LIQUID ASSETS FUND
   NATIONAL MONEY MARKET FUND

 PRUDENTIAL GOVERNMENT SECURITIES TRUST
   MONEY MARKET SERIES
   U.S. TREASURY MONEY MARKET SERIES

 PRUDENTIAL SPECIAL MONEY MARKET
   FUND, INC.
   MONEY MARKET SERIES

 PRUDENTIAL MONEYMART ASSETS, INC.

TAX-FREE MONEY MARKET FUNDS
 PRUDENTIAL TAX-FREE MONEY FUND, INC.
 PRUDENTIAL CALIFORNIA MUNICIPAL FUND
   CALIFORNIA MONEY MARKET SERIES

 PRUDENTIAL MUNICIPAL SERIES FUND
   CONNECTICUT MONEY MARKET SERIES
   MASSACHUSETTS MONEY MARKET SERIES
   NEW JERSEY MONEY MARKET SERIES
   NEW YORK MONEY MARKET SERIES

COMMAND FUNDS

 COMMAND MONEY FUND
 COMMAND GOVERNMENT FUND
 COMMAND TAX-FREE FUND

INSTITUTIONAL MONEY MARKET FUNDS

 PRUDENTIAL INSTITUTIONAL LIQUIDITY
   PORTFOLIO, INC.
   INSTITUTIONAL MONEY MARKET SERIES
   PRUDENTIAL HEALTH SCIENCE FUND


                                                                              39
<PAGE>


            YOUR FINANCIAL SECURITY, YOUR SATISFACTION & YOUR PRIVACY

ACCESSING INFORMATION

     Access to customer information is authorized for Prudential business
purposes only. Employees who have access to customer information are required to
protect it and keep it confidential.

COLLECTING INFORMATION TO CONDUCT BUSINESS

     Prudential collects information about you to help us serve your financial
needs, provide customer service, offer new products or services, and fulfill
legal and regulatory requirements. The type of information that Prudential
collects varies according to the products or services you request, and may
include:

     o    information included on your application and related forms (such as
          name, address, Social Security number, assets and income);

     o    information about your relationships with us (such as products or
          services purchased, account balances and payment history);

     o    information from your employer, benefit plan sponsor, or association
          for any Prudential group product you may have (such as name, address,
          Social Security number, age and marital status);

     o    information from consumer reporting agencies (such as credit
          relationships and history);

     o    information from other non-Prudential sources (such as motor vehicle
          reports, medical information, and demographic information); and

     o    information from visitors to Prudential websites (such as that
          provided through online forms, site visitorship data and online
          information collecting devices known as "cookies").

SECURITY STANDARDS

     We continue to assess new technology to provide additional protection of
your personal information. We safeguard customer information in accordance with
federal standards and established security procedures. Measures we take include
implementation of physical, electronic and procedural safeguards.

SHARING INFORMATION WITHIN PRUDENTIAL

     We may disclose the previously described information about our customers
and former customers to other Prudential businesses, such as our securities
broker-dealers, our insurance companies and agencies, our banks and our real
estate brokerage franchise company. We may share information to:

     o    provide customer service or account maintenance; or

     o    tell you about other products or services offered by Prudential.

SHARING INFORMATION IN OTHER CIRCUMSTANCES

     In compliance with federal and state laws, we may disclose some or all of
     the information we collect about our customers and former customers, as
     described above, to non-Prudential businesses, such as:

     o    companies that perform services for us or on our behalf (such as
          responding to customer requests, providing you with information about
          our products, or maintaining or developing software); or

     o    financial services companies (such as banks, insurance companies,
          securities brokers or dealers) and non-financial companies (such as
          real estate brokers or financial publications) with whom we have
          marketing agreements.

     We will not share medical information or motor vehicle reports for
marketing purposes.

     Many employers or other plan sponsors restrict the information that can be
shared about their employees or members. In our business with institutions, we
always honor these restrictions. If you have a relationship with Prudential as a
result of products or services provided through an employer or other plan
sponsor, we will abide by the specific privacy rules imposed by that
organization.

     We may also disclose information to non-affiliated parties as allowed by
law, such as in responding to a subpoena, preventing fraud, or complying with an
inquiry by a government agency or regulator.

IT'S YOUR CHOICE

     Our customers periodically receive information about products and services
available from the Prudential family of companies, as well as from select
business partners, including financial services and non-financial services
companies with whom we have marketing agreements. Many of our customers
appreciate receiving this information. However, if you do not want us to share
your information for these purposes or communicate offers to you -- either by
phone or mail -- please complete the attached form and return it to us.

     If there are multiple owners of an account, any one of them may request on
behalf of any or all of the others that their information not be disclosed and
their names be removed from our phone or mailing lists.

     While you may receive more than one copy of this notice, if you choose to
limit the sharing of your information, you only need to inform us of your choice
once. Unless you modify this decision, we will continue to honor it.

                             NOT PART OF PROSPECTUS

                                       i

<PAGE>

    THIS  NOTICE  IS  BEING  PROVIDED  ON  BEHALF  OF THE  FOLLOWING  PRUDENTIAL
AFFILIATES:

Prudential Insurance Company of America, The
Prudential Property and Casualty Insurance Company
Prudential Securities Incorporated
Prudential Investment Corporation, The
Prudential Bank and Trust Company, The
Prudential 20/20 Focus Fund
Prudential California Municipal Fund
Prudential Commercial Insurance Company
Prudential Commercial Insurance Company of New
  Jersey, The
Prudential Direct Insurance Agency of Texas, Inc.
Prudential Direct Insurance Agency of Alabama, Inc.
Prudential Direct Insurance Agency of
  Massachusetts, Inc.
Prudential Direct Insurance Agency of New
  Mexico, Inc.
Prudential Direct Insurance Agency of Ohio, Inc.
Prudential Direct Insurance Agency of Wyoming, Inc.
Prudential Direct, Inc.
Prudential Diversified Funds
Prudential Equity Fund, Inc.
Prudential Equity Investors, Inc.
Prudential Europe Growth Fund, Inc.
Prudential General Agency of Ohio, Inc.
Prudential General Insurance Agency of Florida, Inc.
Prudential General Insurance Agency of
  Kentucky, Inc.
Prudential General Insurance Agency of
  Massachusetts, Inc.
Prudential General Insurance Agency of
  Mississippi, Inc.
Prudential General Insurance Agency of Nevada, Inc.
Prudential General Insurance Agency of New
  Mexico, Inc.
Prudential General Insurance Agency of Texas, Inc.
Prudential General Insurance Agency of
  Wyoming, Inc.
Prudential General Insurance Company
Prudential General Insurance Company of
  New Jersey, The
Prudential Global Total Return Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
Prudential High Yield Fund, Inc.
Prudential High Yield Total Return Fund, Inc.
Prudential Index Series Fund
Prudential Institutional Liquidity Portfolio, Inc.
Prudential Insurance Brokerage, Inc.
Prudential International Bond Fund, Inc.
Prudential Investment Management Services LLC
Prudential Investment Portfolios, Inc., The
Prudential Investments Fund Management LLC
Prudential MoneyMart Assets, Inc.
Prudential Municipal Bond Fund
Prudential Municipal Series Fund
Prudential National Municipal Funds, Inc.
Prudential Natural Resources Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Property and Casualty Insurance Company
  of New Jersey, The
Prudential Property and Casualty New Jersey Insur-
  ance Brokerage, Inc., The
Prudential Real Estate Securities Fund
Prudential Savings Bank, F.S.B., The
Prudential Sector Funds, Inc.
Prudential Select Life Insurance Company of
  America
Prudential Series Fund, Inc.. The
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Small Company Fund, Inc.
Prudential Special Money Market Fund, Inc.
Prudential Tax-Free Money Fund, Inc.
Prudential Tax-Managed Funds
Prudential Tax-Managed Small-Cap Fund, Inc.
Prudential Total Return Bond Fund, Inc.
Prudential Trust Company
Prudential U.S. Emerging Growth Fund, Inc.
Prudential Value Fund
Prudential World Fund, Inc.
Pruco Life Insurance Company
Pruco Life Insurance Company of New Jersey
Pruco Securities Corporation
Asia Pacific Fund, Inc., The
Bache Insurance Agency Incorporated
Bache Insurance Agency of Alabama, Inc.
Bache Insurance Agency of Oklahoma, Inc.
Bache Insurance Agency of Texas, Inc.
Cash Accumulation Trust
COMMAND Government Fund
COMMAND Money Fund
COMMAND Tax-Free Fund
Duff & Phelps Utilities Tax-Free Income Fund, Inc.
First Financial Fund, Inc.
Global Utility Fund, Inc.
High Yield Income Fund, Inc., The
High Yield Plus Fund, Inc., The
Hochman & Baker Investment Advisory Services
Hochman & Baker Securities
Hochman & Baker, Inc.
Jennison Associates LLC
Merastar Insurance Company
Nicholas-Applegate Fund, Inc.
Quick Sure Auto Agency
Strategic Partners Series
Target Funds
Target Portfolio Trust, The
Titan Auto Agency, Inc.
Titan Auto Insurance
Titan Auto Insurance of Arizona, Inc.
Titan Auto Insurance of New Mexico
Titan Auto Insurance of Pennsylvania
Titan Auto Insurance, Inc.
Titan Indemnity Company
Titan Insurance Company
Titan Insurance Services, Inc.
Titan National Auto Call Center, Inc.
Victoria Automobile Insurance Company
Victoria Fire & Casualty Company
Victoria Insurance Agency, Inc.
Victoria National Insurance Company
Victoria Select Insurance Company
Victoria Specialty Insurance Company
W.I. of Florida, Inc.
WHI of New York, Inc.
Whitehall Insurance Agency of Texas, Inc.
Whitehall of Indiana, Inc.

In this notice, the phrase "third party" refers to any organization that is not
a Prudential affiliate.

The words "you" and "customer," as used in this notice, mean any individual who
obtains or has obtained a financial product or service from a Prudential
affiliate that is to be used primarily for personal, family, or household
purposes.

We will process your request as quickly as possible. In some cases, 6
to 8 weeks may be required for your request(s) to become effective. Prudential
will continue to provide you with important information about your existing
accounts, including inserts enclosed with your account statements and other
notices regarding the Prudential products that you own. You may also receive
communications from your Prudential Professional or from independently owned and
operated franchisees of The Prudential Real Estate Affiliates, Inc.

If any of your information changes, please let us know so that we can update
your records and continue to serve you as you have requested.

                             NOT PART OF PROSPECTUS

                                       ii
<PAGE>

WE WANT TO KNOW YOUR PREFERENCE

If you do not want us to share the previously described information with
Prudential businesses or non-Prudential businesses, to inform you of other
products or services we believe may be of interest to you, complete item #1. In
addition, if you do not want to receive communications regarding other products
or services by mail or phone, complete item #2.

1. [ ] Do not share my information to inform me of other products or services.

2. Please remove my name from Prudential's corporate marketing lists for
   receiving information:

   [ ] by U.S. mail      [ ] by telephone

TO ENABLE US TO PROCESS YOUR REQUEST, PLEASE PROVIDE YOUR ACCOUNT/POLICY NUMBER
EXACTLY AS IT APPEARS ON YOUR STATEMENT:

-------------------------------------------------
 Account/Policy Number (required for processing)

PLEASE PRINT YOUR NAME AND ADDRESS EXACTLY AS IT APPEARS ON YOUR STATEMENT:

----------------------------------      NAMES OF JOINT OWNERS
 Last Name

----------------------------------      ----------------------------------------
 First Name                               Last Name

----------------------------------      ----------------------------------------
 Address (Line 1)                         First Name

----------------------------------      ----------------------------------------
 Address (Line 2)                         Address (Line 1)

----------------------------------      ----------------------------------------
 City                                     Address (Line 2)

----------------------------------      ----------------------------------------
 State                   ZIP Code         City

----------------------------------      ----------------------------------------
 (Area Code) Phone Number                 State                        ZIP Code


MAIL TO:
PRUDENTIAL -- CUSTOMER PRIVACY          ----------------------------------------
P.O. BOX 4600                             Last Name
TRENTON, NEW JERSEY 08650
                                        ----------------------------------------
                                          First Name

                                        ----------------------------------------
                                          Address (Line 1)

                                        ----------------------------------------
                                          Address (Line 2)

                                        ----------------------------------------
                                          City

                                        ----------------------------------------
                                          State ZIP Code

IF THERE ARE JOINT OWNERS TO WHICH THIS REQUEST WILL APPLY PLEASE PROVIDE THEIR
INFORMATION ON THE BACK OF THIS FORM.

[GRAPHIC] 0001               NOT PART OF PROSPECTUS

                                      iii

<PAGE>

                                     NOTES




40  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852
<PAGE>




                                      NOTES




                                                                              41
<PAGE>




                                      NOTES




42  Prudential Global Growth Fund                      [GRAPHIC]  (800) 225-1852
<PAGE>




                                      NOTES




                                                                              43

<PAGE>

FOR MORE INFORMATION
--------------------------------------------------------------------------------

Please read this prospectus before you invest in the Series and keep it for
future reference. For information or shareholder questions contact

PRUDENTIAL MUTUAL FUND SERVICES LLC
P.O. BOX 8098
PHILADELPHIA, PA 19101
(800) 225-1852
(732) 482-7555
(Calling from outside the U.S.)

--------------------------------------------------------------------------------
Outside Brokers Should Contact

PRUDENTIAL MUTUAL FUND
 SERVICES LLC
P.O. BOX 8310
PHILADELPHIA, PA 19101
(800) 778-8769

--------------------------------------------------------------------------------
Visit Prudential's website at

HTTP://WWW.PRUDENTIAL.COM

--------------------------------------------------------------------------------
Additional information about the Series can be obtained without charge and can
be found in the following documents

STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

ANNUAL REPORT

(contains a discussion of the market conditions and investment strategies that
significantly affect the Series' performance)

SEMI-ANNUAL REPORT

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

You can also obtain copies of Fund documents from the Securities and Exchange
Commission as follows

BY MAIL

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-0102

BY ELECTRONIC REQUEST

[email protected]
(The SEC charges a fee to copy documents)

IN PERSON

Public Reference Room in Washington, DC
(For hours of operation, call 1-202-942-8090)

VIA THE INTERNET

on the EDGAR Database at
http://www.sec.gov

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

                                  NASDAQ
CUSIP Numbers                     SYMBOLS

Class A Shares -- 743969-10-7

Class B Shares -- 743969-80-6

Class C Shares -- 743969-30-5

Class Z Shares -- 743969-40-4


Investment Company Act File No.

811-3981

MF115A
[LOGO] Printed on Recycled Paper

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

<PAGE>


                                             PROSPECTUS
[LOGO]    Prudential                         AND FINANCIAL
                                             PRIVACY NOTICE    FEBRUARY __, 2001


     PRUDENTIAL
     INTERNATIONAL VALUE FUND

     FUND TYPE International Stock
     OBJECTIVE Long-term growth of capital




     BUILD




As with all mutual funds, the Securities and
Exchange Commission has not approved or
disapproved the Fund's shares nor has the                            ON THE ROCK
SEC determined that this prospectus is
complete or accurate. It is a criminal offense
to state otherwise.

<PAGE>


Table of Contents

1    Risk/Return Summary

1    Investment Objective and Principal Strategies
2    Principal Risks
3    Evaluating Performance
4    Fees and Expenses


6    How the Series Invests
6    Investment Objective and Policies
7    Other Investments and Strategies
11   Investment Risks

14   How the Series is Managed
14   Board of Directors
14   Manager
15   Investment Adviser
15   Portfolio Manager
15   Distributor

16   Series Distributions and Tax Issues
16   Distributions
17   Tax Issues
18   If You Sell or Exchange Your Shares

20   How to Buy, Sell and Exchange Shares of the Series
20   How to Buy Shares
28   How to Sell Your Shares
31   How to Exchange Your Shares
33   Telephone Redemptions and Exchanges
34   Financial Highlights

42   The Prudential Mutual Fund Family


     Your Financial Security, Your Satisfaction & Your Privacy


     For More Information (Back Cover)



     Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>

Risk/Return Summary


This prospectus provides information about PRUDENTIAL INTERNATIONAL VALUE FUND
(the Series), which is a separate diversified series of the PRUDENTIAL WORLD
FUND, INC. (the Fund). The Fund consists of two additional series--the
PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND AND THE PRUDENTIAL GLOBAL GROWTH
FUND. This prospectus relates only to the Series. For information about the two
other series, you should contact the Fund.

This section highlights key information about the Series. Additional information
follows the summary.


------------------------------------
WE'RE VALUE INVESTORS

In deciding which stocks to buy, we
use what is known as a value
investment style. That is, we invest
in stocks that we believe are
undervalued, given the company's
sales, book value and cash flow.
------------------------------------

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES


Our investment objective is LONG-TERM GROWTH OF CAPITAL. This means we look for
investments that we think will increase in value over a period of years. To
achieve our objective, we invest primarily in the common stock and preferred
stock of FOREIGN (NON-U.S. BASED) COMPANIES OF ALL SIZES. Under normal
circumstances, we invest at least 65% of the Series' total assets in common
stock and preferred stock of foreign companies in at least three different
countries, without limit as to the amount of Fund Assets that may be invested in
any single country. We may invest anywhere in the world, including North
America, Western Europe, the United Kingdom and the Pacific Basin, but generally
not the U.S.


     We use a value investment style when deciding which securities to buy for
the Series. That is, we invest in stocks that we believe are undervalued, given
the issuer's financial and business outlook. When a security is no longer
undervalued, or we believe it cannot maintain its current price, we consider
selling.

     While we make every effort to achieve our objective, we can't guarantee
success.


                                                                               1

<PAGE>

Risk/Return Summary

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risks. Since the
Series invests primarily in common stock and preferred stock, there is the risk
that the value of a particular security we own could go down. In addition to an
individual stock losing value, the value of the EQUITY MARKETS of the countries
in which we invest could go down. There is also the additional risk that foreign
political, economic and legal systems may be less stable than in the U.S. The
changing value of foreign currencies could also affect the value of the assets
we hold and our performance. In the case of investments in emerging markets
securities, these risks are heightened and may result in greater volatility in
the value of your investment.


     Because the Fund may invest a large portion of its assets in a single
country or region of the world, the Fund's investments can be geographically
concentrated. This can result in more pronounced risks based upon economic
conditions that impact a single country or region more or less than other
countries or regions.


     There is also risk involved in the investment strategies we may use. Some
of our strategies depend on correctly predicting whether the price or value of
an underlying investment will go up or down over a certain period of time. There
is always the risk that investments will not perform as we thought they would.
Like any mutual fund, an investment in the Series could lose value, and you
could lose money. The Series does not represent a complete investment program.

     There are special risks that may arise with the continuing transition to
the euro as the common currency of the European Economic and Monetary Union.
These risks include the possibility that computing, accounting and trading
systems will fail to recognize the euro during the transition period, as well as
the possibility that the euro will cause markets to become more volatile.

     An investment in the Series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


2    Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


Risk/Return Summary

EVALUATING PERFORMANCE


A number of factors--including risk--affect how the Series performs. The bar
chart and table below demonstrate the risk of investing in the Series by showing
how returns can change from year to year. The bar chart shows the Series'
performance for each full calendar year of operation for the last 8 years. Past
performance is not an indication that the Series will achieve similar results in
the future.


ANNUAL RETURNS (CLASS Z SHARES)(1)
--------------------------------------------------------------------------------
1993      1994      1995      1996      1997      1998      1999      2000
--------------------------------------------------------------------------------
37.56%    3.62%     9.04%     17.44%    6.52%     11.14%    32.46%    ????%
--------------------------------------------------------------------------------

BEST QUARTER: ___% (__ quarter of __)     WORST QUARTER: ___% (__ quarter of __)

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

(1)  THESE ANNUAL RETURNS DO NOT INCLUDE SALES CHARGES. IF SALES CHARGES WERE
     INCLUDED, THE ANNUAL RETURNS WOULD BE LOWER THAN THOSE SHOWN.


AVERAGE ANNUAL RETURNS (AS OF 12/31/00)(1)
--------------------------------------------------------------------------------
                            1 YEAR        5 YEARS              SINCE INCEPTION
Class A shares                   %           N/A%         %    (since 9-23-96)
Class B shares                   %           N/A%         %    (since 9-23-96)
Class C shares                   %           N/A%         %    (since 9-23-96)
Class Z shares                   %              %         %    (since 11-5-92)
MSCI EAFE(2)                     %              %       N/A
Lipper Average(3)                %              %       N/A
--------------------------------------------------------------------------------


(1)  THE SERIES' RETURNS ARE AFTER DEDUCTION OF SALES CHARGES AND EXPENSES.


(2)  THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE(R) INDEX IS A
     WEIGHTED, UNMANAGED INDEX OF PERFORMANCE THAT REFLECTS STOCK PRICE
     MOVEMENTS IN EUROPE, AUSTRALIA AND THE FAR EAST. THESE RETURNS DO NOT
     INCLUDE THE EFFECT OF ANY SALES CHARGES. THESE RETURNS WOULD BE LOWER IF
     THEY INCLUDED THE EFFECT OF SALES CHARGES. MSCI EAFE(R) INDEX RETURNS SINCE
     INCEPTION OF EACH CLASS ARE ___% FOR CLASS A, ___% FOR CLASS B, ___% FOR
     CLASS C AND ___% FOR CLASS Z SHARES.

(3)  THE LIPPER AVERAGE IS BASED ON THE AVERAGE RETURN OF ALL MUTUAL FUNDS IN
     THE INTERNATIONAL FUNDS CATEGORY AND DOES NOT INCLUDE THE EFFECT OF ANY
     SALES CHARGES. AGAIN, THESE RETURNS WOULD BE LOWER IF THEY INCLUDED THE
     EFFECT OF SALES CHARGES. LIPPER RETURNS SINCE INCEPTION OF EACH CLASS ARE
     ___% FOR CLASS A, ___% FOR CLASS B, ___% FOR CLASS C AND ___% FOR CLASS Z
     SHARES. SOURCE: LIPPER, INC.



                                                                               3

<PAGE>


Risk/Return Summary

FEES AND EXPENSES

These tables show the sales charges, fees and expenses for each share class of
the Series--Classes A, B, C and Z. Each share class has different sales
charges--known as "loads"--and expenses, but represents an investment in the
same series. Class Z shares are available only to a limited group of investors.
For more information about which share class may be right for you, see "How to
Buy, Sell and Exchange Shares of the Series."

SHAREHOLDER FEES(1) (PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------

                                            CLASS A   CLASS B   CLASS C  CLASS Z
Maximum sales charge (load) imposed on           5%      None        1%     None
  purchases (as a percentage of offering
  price)
Maximum deferred sales charge (load)           None     5%(2)     1%(3)     None
  imposed on sales (as a percentage
  of the lower of original purchase
  price or sale proceeds)
Maximum sales charge (load) imposed on         None      None      None     None
  reinvested dividends and other
  distributions

Redemption fees                                None      None      None     None
Exchange fee                                   None      None      None     None
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM SERIES ASSETS)
--------------------------------------------------------------------------------

                                            CLASS A   CLASS B   CLASS C  CLASS Z
Management fees                               1.00%     1.00%     1.00%    1.00%
+ Distribution and service (12b-1) fees     .30%(4)     1.00%     1.00%     None
+ Other  expenses                             0.36%     0.36%     0.36%    0.36%
= TOTAL ANNUAL SERIES OPERATING EXPENSES      1.66%     2.36%     2.36%    1.36%
- Waivers                                   .05%(4)      None      None     None
= Net annual Series operating expenses     1.61%(4)     2.36%     2.36%    1.36%
--------------------------------------------------------------------------------

(1)  YOUR BROKER MAY CHARGE YOU A SEPARATE OR ADDITIONAL FEE FOR PURCHASES AND
     SALES OF SHARES.

(2)  THE CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR CLASS B SHARES DECREASES BY
     1% ANNUALLY TO 1% IN THE FIFTH AND SIXTH YEARS AND 0% IN THE SEVENTH YEAR.
     CLASS B SHARES COVERT TO CLASS A SHARES APPROXIMATELY SEVEN YEARS AFTER
     PURCHASE.

(3)  THE CDSC FOR CLASS C SHARES IS 1% FOR SHARES REDEEMED WITHIN 18 MONTHS OF
     PURCHASE.

(4)  FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000, THE DISTRIBUTOR OF THE FUND
     HAS CONTRACTUALLY AGREED TO REDUCE ITS DISTRIBUTION AND SERVICE FEES FOR
     CLASS A SHARES TO .25 OF 1% OF THE AVERAGE DAILY NET ASSETS OF THE CLASS A
     SHARES.


4    Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


Risk/Return Summary

EXAMPLE

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other mutual funds.

     The example assumes that you invest $10,000 in the Series for the time
periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that
the Series' operating expenses remain the same, except for the Distributor's
reduction of distribution and service (12b-1) fees for Class A shares during the
first year. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

--------------------------------------------------------------------------------
                                      1 YR        3 YRS        5 YRS      10 YRS
Class A shares                        $656       $  993       $1,353      $2,363
Class B shares                        $739       $1,036       $1,360      $2,441
Class C shares                        $437       $  829       $1,348      $2,769
Class Z shares                        $138       $  431       $  745      $1,635
--------------------------------------------------------------------------------

You would pay the following expenses on the same investment if you did not sell
your shares:

--------------------------------------------------------------------------------
                                      1 YR        3 YRS        5 YRS      10 YRS
Class A shares                        $656         $993       $1,353      $2,363
Class B shares                        $239         $736       $1,260      $2,441
Class C shares                        $337         $829       $1,348      $2,769
Class Z shares                        $138         $431       $  745      $1,635
--------------------------------------------------------------------------------


                                                                               5

<PAGE>


How the Series Invests

INVESTMENT OBJECTIVE AND POLICIES


The investment objective of the Series is to seek LONG-TERM GROWTH OF CAPITAL
through investment in equity securities of foreign issuers. This means we seek
investments--primarily the common stock and preferred stock of FOREIGN
COMPANIES--that will increase in value over a period of years. A company is
considered to be a foreign company if it satisfies at least one of the following
criteria:


     >    its securities are traded principally on stock exchanges in one or
          more foreign countries;

     >    it derives 50% or more of its total revenue from goods produced, sales
          made or services performed in one or more foreign countries;

     >    it maintains 50% or more of its assets in one or more foreign
          countries;

     >    it is organized under the laws of a foreign country; or

     >    its principal executive office is located in a foreign country.

     While we make every effort to achieve our objective, we can't guarantee
success.

-----------------------------------
Our Investment Strategy

We look primarily for securities
that are undervalued. This means
that the price of a security--in
our view--is lower than it really
should be, given the company's
financial and business outlook.
The idea is to find undervalued
securities before the rest of the
market and buy them before the
price goes up. We consider selling
a security after it has increased
in value to the point where we
believe the price is no longer
undervalued or we believe the
security cannot maintain its
current price.
-----------------------------------

     In deciding whether to buy a particular security, we look at a number of
factors, including the company's sales, earnings, book value, cash flow and
overall ability to grow and profit. We take a bottom-up security selection
approach, rather than allocating by country or sector. Typically we focus on
companies that have been operating for at least three years.


     Under normal conditions, we intend to invest at least 65% of our total
assets in the common stock and preferred stock of non-U.S. companies in at least
three foreign countries, without limit as to the amount of Fund assets that may
be invested in any single country. We may invest anywhere in the world,
including North America, Western Europe, the United Kingdom and the Pacific
Basin, but GENERALLY NOT THE U.S. However, under unusual market conditions, on a
temporary basis, we may invest up to 100% of the Series' total



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<PAGE>


How the Series Invests

assets in the stock and other equity-related securities of U.S. companies. Thus,
the Series will not be able to achieve its investment objective for that period.

     The Series may also invest in American Depositary Receipts (ADRs). ADRs are
certificates that represent an equity investment in a foreign company or some
other foreign issuer. ADRs are usually issued by a U.S. bank or trust company
and are valued in U.S. dollars. We consider ADRs to be equity-related
securities.

     In selecting securities for the Series, we look at several factors:

     >    sales;

     >    earnings;

     >    book value;

     >    cash flow; and

     >    overall ability to grow and profit.

     Generally, we consider selling a security when the security is no longer
undervalued, or we believe it cannot maintain its current price.

     For more information, see "Investment Risks" and the Statement of
Additional Information, "Description of the Series, Their Investments and
Risks." The Statement of Additional Information--which we refer to as the
SAI--contains additional information about the Series. To obtain a copy, see the
back cover page of this prospectus.

     The Series' investment objective is a fundamental policy that cannot be
changed without shareholder approval. The Fund's Board of Directors can change
investment policies that are not fundamental.

OTHER INVESTMENTS AND STRATEGIES

While the Series invests primarily in common stock and preferred stock, it may
invest in other securities or use certain investment strategies to increase
returns or protect their assets if market conditions warrant.

EQUITY-RELATED SECURITIES

These include common stock, preferred stock or securities that may be converted
to or exchange for common stock--known as convertible securities--like rights
and warrants. The Series may also invest in American Depository Receipts (ADRs),
which are certificates--usually issued by a U.S. bank or trust company--that
represent an equity investment in a foreign company or some other foreign
issuer. ADRs are valued in U.S. dollars. We consider ADRs to be equity-related
securities.


                                                                               7

<PAGE>


How the Series Invests

     The Series may participate in the initial public offering (IPO) market. IPO
investments may increase the Series' total returns. As the Series' assets grow,
the impact of IPO investments will decline, which may reduce the Series' total
returns.

MONEY MARKET INSTRUMENTS, BONDS AND OTHER FIXED-INCOME SECURITIES

Money market instruments and bonds are known as FIXED-INCOME SECURITIES because
issuers of these securities are obligated to pay interest and principal.
Typically, fixed-income securities don't increase or decrease in value in
relation to an issuer's financial condition or business prospects as stocks may,
although their value does fluctuate inversely to changes in interest rates
generally and directly in relation to their perceived credit quality.
Corporations and governments issue MONEY MARKET INSTRUMENTS and BONDS to raise
money. The Series may buy obligations of companies, foreign countries or the
U.S. Government. Money market instruments include the commercial paper and
short-term obligations of foreign and domestic corporations, banks and
governments and their agencies.

     If we believe it is necessary, we may temporarily invest 100% of the
Series' assets in money market instruments. Investing heavily in these
securities limits our ability to achieve capital appreciation, and therefore our
investment objective, but may help to preserve the Series' assets when global or
international markets are unstable.

     Generally, the Series will purchase only "INVESTMENT-GRADE" commercial
paper and bonds. This means the commercial paper and bonds have received one of
the four highest quality ratings determined by Moody's Investors Service, Inc.
(Moody's), or Standard & Poor's Ratings Group (S&P), or one of the other
nationally recognized statistical rating organizations (NRSROs). On occasion,
the Series may buy instruments that are not rated, but that are of comparable
quality to the investment-grade bonds described above. In addition, the Series
may invest up to 5% of its assets in lower-rated instruments that are more
speculative, including high-yield or "junk" bonds. For more information about
bonds and bond ratings, see the SAI, "Appendix I, Description of Security
Ratings."

REPURCHASE AGREEMENTS

The Series may also use REPURCHASE AGREEMENTS, where a party agrees to sell a
security to the Series and then repurchase it at an agreed-upon price at a
stated time. This creates a fixed return for the Series.


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<PAGE>


How the Series Invests

DERIVATIVE STRATEGIES

We may use a number of alternative DERIVATIVE STRATEGIES to try to improve the
Series' returns or protect its assets, although we cannot guarantee these
strategies will work, that the instruments necessary to implement these
strategies will be available or that the Series will not lose money.
Derivatives--such as futures, options, foreign currency forward contracts and
options on futures--involve costs and can be volatile. With derivatives, the
investment adviser tries to predict whether the underlying investment, a
security, market index, currency, interest rate or some other asset, rate or
index, will go up or down at some future date. We may use derivatives to try to
reduce risk or to increase return, taking into account the Series' overall
investment objective. The investment adviser will consider other factors (such
as cost) in deciding whether to employ any particular strategy or use any
particular instrument. Any derivatives we may use may not match or correspond
exactly with the Series' actual portfolio holdings. In particular this will be
the case when we use derivatives for return enhancement.

OPTIONS

The Series may purchase and sell put and call options on equity securities,
stock indices and foreign currencies that are traded on U.S. or foreign
securities exchanges, on NASDAQ or in the over-the-counter market. An option is
the right to buy or sell securities or currencies in exchange for a premium. The
Series will sell only covered options. Covered options are described in our SAI
under "Description of the Series, Their Investments and Risks--Hedging and
Return Enhancement Strategies."

FUTURES CONTRACTS AND RELATED OPTIONS, FOREIGN CURRENCY
FORWARD CONTRACTS

The Series may purchase and sell stock and bond index futures contracts and
related options on stock and bond index futures. The Series also may purchase
and sell futures contracts on foreign currencies and related options on foreign
currency futures contracts. A futures contract is an exchange-traded agreement
to buy or sell a set quantity of an underlying product at a future date or to
make or receive a cash payment based on the value of a securities index on a
stipulated future date. The Series may also enter into foreign currency forward
contracts to protect the value of its assets against future changes in the level
of foreign exchange rates. A foreign currency forward contract is an
over-the-counter obligation to buy or sell a given currency on a future date at
a set price.


                                                                               9

<PAGE>


How the Series Invests

     For more information about these strategies, see the SAI, "Description of
the Series, Their Investments and Risks--Hedging and Return Enhancement
Strategies."

ADDITIONAL STRATEGIES

The Series follows certain policies when it BORROWS MONEY (the Series can borrow
up to 20% of the value of its total assets); LENDS ITS SECURITIES to others (the
Series will not lend more than 30% of the value of its total assets, which for
this purpose includes the value of any collateral received in the transaction);
and holds ILLIQUID SECURITIES (the Series may hold up to 15% of its net assets
in illiquid securities, including restricted securities with legal or
contractual restrictions, those without a readily available market and
repurchase agreements with maturities longer than seven days). The Series is
subject to certain investment restrictions that are fundamental policies, which
means they cannot be changed without shareholder approval. For more information
about these restrictions, see "Investment Restrictions" in the SAI.


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<PAGE>


How the Series Invests

INVESTMENT RISKS


As noted previously, all investments involve risk, and investing in the Series
is no exception. This chart outlines the key risks and potential rewards of the
principal investments the Series may make. See, too, "Description of the Series,
Their Investments and Risks" in the SAI.


--------------------------------------------------------------------------------
INVESTMENT TYPE
% OF SERIES' TOTAL ASSETS      RISKS                        POTENTIAL REWARDS
--------------------------------------------------------------------------------

FOREIGN SECURITIES IN       > Foreign markets,           > Investors can
GENERAL                       economies and political      participate in the
                              systems, particularly        growth of foreign
AT LEAST 65%; UP TO 100%      those in developing          markets and companies
                              countries, may not be as     operating in those
                              stable as in the U.S.        markets

                            > Currency risk--the risk    > Opportunities for
                              that the values of           diversification
                              foreign currencies will
                              decline

                            > May be less liquid than
                              U.S. stocks and bonds

                            > Differences in foreign
                              laws, accounting standards
                              and public information and
                              custody and settlement
                              practices Investment in
                              emerging markets securities
                              are subject to greater
                              volatility and
                              price declines

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

COMMON STOCKS AND           > Individual stocks          > Historically, stocks
OTHER EQUITY-RELATED          could lose value             have outperformed
SECURITIES                                                 other investments
                            > The equity markets           over the long term
                              could go down,
AT LEAST 65%; UP TO 100%      resulting in a decline     > Generally, economic
                              in value of the Series       growth leads to
UP TO 100% IN U.S. EQUITIES   investments                  higher corporate
ON A TEMPORARY BASIS                                       profits, which leads
                            > Companies that pay           to an increase in
                              dividends may not do         stock prices, known
                              so if they don't have        as capital
                              profits or adequate          appreciation
                              cash flow
                                                         > May be a source of
                            > Changes in economic or       dividend income
                              political conditions,
                              both domestic and
                              international, may result
                              in a decline in value of
                              the Series' investments

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


                                                                              11

<PAGE>


How the Series Invests

--------------------------------------------------------------------------------
INVESTMENT TYPE (CONT'D)
% OF SERIES' TOTAL ASSETS     RISKS                        POTENTIAL REWARDS
--------------------------------------------------------------------------------


INVESTMENT-GRADE BONDS      > Credit risk--the risk      > A source of regular
                              that the borrower can't      interest income
UP TO 35%                     pay back the money
                              borrowed or make           > Generally more secure
                              interest payments            than stock since
                                                           companies must pay
                            > Market risk--the risk        their debts before
                              that bonds or other          they pay dividends.
                              debt instruments may
                              lose value in the
                              market because interest
                              rates change or there
                              is a lack of confidence
                              in the borrower


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

DERIVATIVES                 > Derivatives, used for      > Derivatives could
                              risk management may not      make money and
PERCENTAGE VARIES             fully correspond to the      protect against
                              underlying positions         losses if the
                              and this could result        investment analysis
                              in losses to the Series      proves correct
                              that would not have
                              otherwise occurred         > Derivatives that
                                                           involve leverage
                            > Derivatives, such as         could generate
                              futures, options and         substantial gains at
                              foreign currency             low cost
                              forward contracts, may
                              not have the effects       > One way to manage
                              intended and may result      the Series'
                              in losses or missed          risk/return
                              opportunities                balance is by
                                                           locking in the value
                            > The other party to a         of an investment
                              derivatives contract         ahead of time
                              could default

                            > Derivatives can increase
                              share price volatility
                              and derivatives that
                              involve leverage could
                              magnify losses

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


12   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


How the Series Invests

--------------------------------------------------------------------------------
INVESTMENT TYPE (CONT'D)
% OF SERIES' TOTAL ASSETS     RISKS                        POTENTIAL REWARDS
--------------------------------------------------------------------------------

ILLIQUID SECURITIES         > May be difficult to        > May offer a more
                              value precisely              attractive yield or
UP TO 15% OF NET ASSETS                                    potential for growth
                            > May be difficult to          than more widely
                              sell at the time or          traded securities
                              price desired

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

MONEY MARKET                > Limits potential for       > May preserve the
INSTRUMENTS                   capital appreciation         Series' assets
                              and achieving our
UP TO 100% ON A               investment objective
TEMPORARY BASIS
                            > See credit risk and
                              market risk under the
                              heading
                              "Investment-grade
                              bonds" above

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


                                                                              13

<PAGE>


How the Series is Managed

BOARD OF DIRECTORS

The Fund's Board of Directors oversees the actions of the Manager, Investment
Adviser and Distributor and decides on general policies. The Board also oversees
the Fund's officers, who conduct and supervise the daily business operations of
the Series.

MANAGER

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077


Under a management agreement with the Fund, PIFM manages the Fund's investment
operations and administers its business affairs. PIFM also is responsible for
supervising the Series' investment adviser. For the fiscal year ended October
31, 2000, the Series paid fees of 1.00% of the average daily net assets of the
Series.

     PIFM and its predecessors have served as manager or administrator to
investment companies since 1987.

     As of December 31, 1999, PIFM served as the Manager to all of the
Prudential Mutual Funds, and as Manager or administrator to closed-end
investment companies, with aggregate assets of approximately $76.7 billion.

     The Board of Directors approved a proposal under which the Board may
authorize Prudential Investments Fund Management LLC (PIFM or the Manager),
subject to certain conditions, to enter into or amend subadvisory agreements
without obtaining further shareholder approval. One of the conditions is that
shareholders must first approve the grant of this ongoing authority to the Board
of Directors. The implementation of this proposal also is conditioned upon the
receipt of exemptive relief from the Securities and Exchange Commission
(Commission).

     Subject to the satisfaction of these two conditions, which cannot be
assured, the Manager would be permitted, with Board approval, to employ new
subadvisers for a Series (including subadvisers affiliated with PIFM), change
the terms of a Series' subadvisory agreements or enter into new subadvisory
agreements with existing subadvisers. Shareholders of a Series would continue to
have the right to terminate a subadvisory agreement for a Series at any time by
a vote of the majority of the outstanding voting securities of the Series.
Shareholders would be notified of any subadviser changes or other material
amendments to subadvisory agreements that occur under these arrangements.



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<PAGE>


How the Series is Managed


     The Board of Directors also approved a proposed new management contract
with PIFM. If shareholders approve this new contract, PIFM would be permitted to
allocate and reallocate a Series' assets among the Series' subadvisers,
including The Prudential Investment Corporation (PIC), Jennison Associates LLC
(Jennison) and unaffiliated subadvisers, without obtaining further shareholder
approval.


INVESTMENT ADVISER


BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
(BIAM OR THE SUBADVISER)
75 HOLLY HILL LANE, GREENWICH, CONNECTICUT 06830

BIAM is a registered investment adviser formed in 1987 to provide services to
North American investors. It is a subsidiary of the Bank of Ireland Group, one
of the largest providers of financial services in Ireland. As of June 30, 2000,
BIAM had $26 billion under management on behalf of its U.S. and Canadian
clients. BIAM's address is 75 Holly Hill Lane, Greenwich, Connecticut 06830.

     PIFM is responsible for all investment advisory services, supervises the
subadviser and pays the subadviser for its services.


PORTFOLIO MANAGER


TO BE ADDED
















DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS) distributes the Fund's
shares under a Distribution Agreement with the Fund. The Fund has Distribution
and Service Plans under Rule 12b-1 of the Investment Company Act. Under the
Plans and the Distribution Agreement, PIMS pays the expenses of distributing the
Series' Class A, B, C and Z shares, and provides certain shareholder support
services. The Series pays distribution and other fees to PIMS as compensation
for its services for each class of shares other than Class Z. These fees--known
as 12b-1 fees--are shown in the "Fees and Expenses" tables.


                                                                              15
<PAGE>


Series Distributions and Tax Issues

Investors who buy shares of the Series should be aware of some important tax
issues. For example, the Series distributes DIVIDENDS of ordinary income and
distributes realized net CAPITAL GAINS, if any, to shareholders. These
distributions are subject to taxes, unless you hold your shares in a 401(k)
plan, an Individual Retirement Account (IRA) or some other qualified
tax-deferred plan or account. Dividends and distributions from the Series may
also be subject to state income tax in the state where you live.

     Also, if you sell shares of the Series for a profit, you may have to pay
capital gains taxes on the amount of your profit, again unless you hold your
shares in a qualified tax-deferred plan or account.

     The following briefly discusses some of the important federal tax issues
you should be aware of, but is not meant to be tax advice. For tax advice,
please speak with your tax adviser.

DISTRIBUTIONS

The Series distributes DIVIDENDS of any net investment income to shareholders,
typically once a year. For example, if the Series owns ACME Corp. stock and the
stock pays a dividend, the Series will pay out a portion of this dividend to its
shareholders, assuming the Series' income is more than its costs and expenses.
The dividends you receive from the Series will be taxed as ordinary income,
whether or not they are reinvested in the Series.

     The Series also distributes realized net CAPITAL GAINS to shareholders--
typically once a year. Capital gains are generated when the Fund sells its
assets for a profit. For example, if the Series bought 100 shares of ACME Corp.
stock for a total of $1,000 and more than one year later sold the shares for a
total of $1,500, the Series has net long-term capital gains of $500, which it
will pass on to shareholders (assuming the Series' total gains are greater than
any losses it may have). Capital gains are taxed differently depending on how
long the Series holds the security--if a security is held more than one year
before it is sold, LONG-TERM capital gains are taxed at the rate of 20%, but if
the security is held one year or less, SHORT-TERM capital gains are taxed at
rates up to 39.6%. Different rates apply to corporate shareholders.


     For your convenience, Series distributions of dividends and capital gains
are AUTOMATICALLY REINVESTED in the Series without any sales charge. If you ask
us to pay the distributions in cash, we will wire the distribution to your bank
account instead of purchasing more shares of the Series. Either way, the
distributions will be subject to taxes, unless your shares are held in a
qualified or tax-deferred plan or account. For more information about automatic



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<PAGE>


Series Distributions and Tax Issues

reinvestment and other shareholder services, see "Step 4: Additional Shareholder
Services" in the next section.

TAX ISSUES

FORM 1099


Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own shares
of the Series as part of a qualified or tax-deferred plan or account, your taxes
are deferred, so you will not receive a Form 1099. However, you will receive a
Form 1099 when you take any distributions from your qualified or tax-deferred
plan or account.

     Series distributions are generally taxable to you in the year they are
received, except when we declare certain dividends in the October, November or
December of a calendar year and actually pay them in January of the following
year. In such cases, the dividends are treated as if they were paid on December
31 of the prior year. Corporate shareholders are eligible for the 70%
dividends--received deduction for certain dividends.


WITHHOLDING TAXES

If federal tax law requires you to provide the Series with your tax
identification number and certifications as to your tax status, and you fail to
do this, or if you are otherwise subject to backup withholding, we will withhold
and pay to the U.S. Treasury 31% of your distributions and sale proceeds.
Dividends of net investment income and short-term capital gains paid to a
nonresident foreign shareholder generally will be subject to a U.S. withholding
tax of 30%. This rate may be lower, depending on any tax treaty the U.S. may
have with the shareholder's country.

IF YOU PURCHASE JUST BEFORE RECORD DATE

If you buy shares of the Series just before the record date (the date that
determines who receives the distribution), that distribution will be paid to
you. As explained above, the distribution may be subject to income or capital
gains taxes. You may think you've done well, since you bought shares one day and
soon thereafter received a distribution. That is not so because when dividends
are paid out, the value of each share of the Series decreases by the amount of
the dividend to reflect the payout, although this may not be apparent because
the value of each share of the Series also will be affected by the market
changes, if any. The distribution you receive makes up for the decrease in share


                                                                              17

<PAGE>


Series Distributions and Tax Issues

value. However, the timing of your purchase does mean that part of your
investment came back to you as taxable income.

QUALIFIED OR TAX-DEFERRED RETIREMENT PLANS

Retirement plans and accounts allow you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible, although distributions from these plans generally are taxable. In
the case of Roth IRA accounts, contributions are not tax deductible, but
distributions from the plan may be tax free. Please contact your financial
adviser for information on a variety of retirement plans offered by The
Prudential Insurance Company of America.

IF YOU SELL OR EXCHANGE YOUR SHARES

--------------------------------------------------------------
                                   +$   CAPITAL GAIN
                                        (taxes owed)

RECEIPT FROM SALE $ --------> OR

                                   -$   CAPITAL LOSS
                                        (offset against gain)
--------------------------------------------------------------

If you sell any shares of the Series for a profit, you have realized a capital
gain, which is subject to tax unless you hold shares in a qualified tax-deferred
plan or account. The amount of tax you pay depends on how long you owned your
shares. If you sell shares of the Series for a loss, you may have a capital
loss, which you may use to offset certain capital gains you have.

     If you sell shares and realize a loss, you will not be permitted to use the
loss to the extent you replace the shares (including pursuant to the
reinvestment of a dividend) within a 61-day period (beginning 30 days before the
sale of the shares). If you acquire shares of the Series and sell your shares
within 90 days, you may not be allowed to include certain charges incurred in
acquiring the shares for purposes of calculating gain or loss realized upon the
sale of the shares.

     Exchanging your shares of the Series for the shares of another Prudential
Mutual Fund is considered a sale for tax purposes. In other words, it's a
"taxable event." Therefore, if the shares you exchanged have increased in value
since you purchased them, you have capital gains, which are subject to the taxes
described above.

     Any gain or loss you may have from selling or exchanging Series shares will
not be reported on Form 1099. Therefore, unless you hold your shares in a
qualified tax-deferred plan or account, you or your financial adviser should
keep track of the dates on which you buy and sell--or exchange--Series shares,
as


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<PAGE>


Series Distributions and Tax Issues

well as the amount of any gain or loss on each transaction. For tax advice,
please see your tax adviser.

AUTOMATIC CONVERSION OF CLASS B SHARES

We have obtained a legal opinion that the conversion of Class B shares into
Class A shares--which happens automatically approximately seven years after
purchase--is not a "taxable event" because it does not involve an actual sale of
your Class B shares. This opinion, however, is not binding on the IRS. For more
information about the automatic conversion of Class B shares, see "Class B
Shares Convert to Class A Shares After Approximately Seven Years" in the next
section.


                                                                              19

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

HOW TO BUY SHARES

STEP 1: OPEN AN ACCOUNT

If you don't have an account with us or a securities firm that is permitted to
buy or sell shares of the Series for you, call Prudential Mutual Fund Services
LLC (PMFS) at (800) 225-1852 or contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: INVESTMENT SERVICES
P.O. BOX 8179
PHILADELPHIA, PA 19101-8179

     You may purchase shares by check or wire. We do not accept cash or money
orders. To purchase by wire, call the number above to obtain an application.
After PMFS receives your completed application, you will receive an account
number. For additional information about purchasing shares of the Series, see
the back cover page of this prospectus. We have the right to reject any purchase
order (including an exchange in the Series) or suspend or modify the Series'
sale of its shares.


STEP 2: CHOOSE A SHARE CLASS

Individual investors can choose among Class A, Class B, Class C, and Class Z
shares of the Series, although Class Z shares are available only to a limited
group of investors.

     Multiple share classes let you choose a cost structure that better meets
your needs. With Class A shares, you pay the sales charge at the time of
purchase, but the operating expenses each year are lower than the expenses of
Class B and Class C shares. With Class B shares, you only pay a sales charge if
you sell your shares within six years (that is why it is called a Contingent
Deferred Sales Charge, or CDSC), but the operating expenses each year are higher
than the Class A share expenses. With Class C shares, you pay a 1% front-end
sales charge and a 1% CDSC if you sell within 18 months of purchase, but the
operating expenses are also higher than the expenses for Class A shares.

     When choosing a share class, you should consider the following:

     >    The amount of your investment

     >    The length of time you expect to hold the shares and the impact of the
          varying distribution fees

     >    The different sales charges that apply to each share class--Class A's
          front-end sales charge vs. Class B's CDSC vs. Class C's low front-end
          sales charge and low CDSC

     >    Whether you qualify for any reduction or waiver of sales charges


20   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

     >    The fact that Class B shares automatically convert to Class A shares
          approximately seven years after purchase

     >    Whether you qualify to purchase Class Z shares

     See "How to Sell Your Shares" for a description of the impact of CDSCs.

SHARE CLASS COMPARISON. Use this chart to help you compare the Series' different
share classes. The discussion following this chart will tell you whether you are
entitled to a reduction or waiver of any sales charges.

--------------------------------------------------------------------------------
                          CLASS A         CLASS B         CLASS C        CLASS Z
Minimum purchase          $1,000          $1,000          $2,500         None
  amount(1)

Minimum amount for        $100            $100            $100           None
  subsequent purchases(1)

Maximum initial           5% of the       None            1% of the      None
  sales charge            public                          public
                          offering                        offering
                          price                           price

Contingent Deferred       None            If Sold         1% on sales    None
  Sales Charge (CDSC)(2)                  During:         made within
                                          Year 1    5%    18 months
                                          Year 2    4%    of purchase(2)
                                          Year 3    3%
                                          Year 4    2%
                                          Year 5/6  1%
                                          Year 7    0%

Annual distribution       .30 of 1%       1%              1%             None
  and service (12b-1)     (.25 of 1%
  fees (shown as a        currently)
  percentage of average
  net assets)(3)
--------------------------------------------------------------------------------


(1)  THE MINIMUM INITIAL INVESTMENT REQUIREMENTS DO NOT APPLY TO CERTAIN
     RETIREMENT AND EMPLOYEE SAVINGS PLANS AND CUSTODIAL ACCOUNTS FOR MINORS.
     THE MINIMUM INVESTMENT FOR PURCHASES MADE THROUGH THE AUTOMATIC INVESTMENT
     PLAN IS $50. FOR MORE INFORMATION, SEE "ADDITIONAL SHAREHOLDER SERVICES--
     AUTOMATIC INVESTMENT PLAN."


(2)  FOR MORE INFORMATION ABOUT THE CDSC AND HOW IT IS CALCULATED, SEE
     "CONTINGENT DEFERRED SALES CHARGES (CDSC)."

(3)  THESE DISTRIBUTION AND SERVICE FEES ARE PAID FROM THE SERIES' ASSETS ON A
     CONTINUOUS BASIS. OVER TIME, THE FEES WILL INCREASE THE COST OF YOUR
     INVESTMENT AND MAY COST YOU MORE THAN PAYING OTHER TYPES OF SALES CHARGES.
     THE SERVICE FEE FOR EACH OF CLASS A, CLASS B AND CLASS C SHARES IS .25 OF
     1%. THE DISTRIBUTION FEE FOR CLASS A SHARES IS LIMITED TO .30 OF 1%
     (INCLUDING THE .25 OF 1% SERVICE FEE) AND IS .75 OF 1% FOR EACH OF CLASS B
     AND CLASS C SHARES. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000, THE
     DISTRIBUTOR OF THE FUND HAS CONTRACTUALLY AGREED TO REDUCE ITS DISTRIBUTION
     AND SERVICE (12B-1) FEES FOR CLASS A SHARES TO .25 OF 1% OF THE AVERAGE
     DAILY NET ASSETS OF THE CLASS A SHARES.


                                                                              21

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How to Buy, Sell and
Exchange Shares of the Series

REDUCING OR WAIVING CLASS A'S INITIAL SALES CHARGE

The following describes the different ways investors can reduce or avoid paying
Class A's initial sales charge.

INCREASE THE AMOUNT OF YOUR INVESTMENT. You can reduce Class A's sales charge by
increasing the amount of your investment. This table shows how the sales charge
decreases as the amount of your investment increases.

--------------------------------------------------------------------------------
                          SALES CHARGE AS %      SALES CHARGE AS %        DEALER
AMOUNT OF PURCHASE        OF OFFERING PRICE     OF AMOUNT INVESTED     ALLOWANCE
Less than $25,000                     5.00%                  5.26%         4.75%
$25,000 to $49,999                    4.50%                  4.71%         4.25%
$50,000 to $99,999                    4.00%                  4.17%         3.75%
$100,000 to $249,999                  3.25%                  3.36%         3.00%
$250,000 to $499,999                  2.50%                  2.56%         2.40%
$500,000 to $999,999                  2.00%                  2.04%         1.90%
$1 million and above*                  None                   None          None
--------------------------------------------------------------------------------

*    IF YOU INVEST $1 MILLION OR MORE, YOU CAN BUY ONLY CLASS A SHARES, UNLESS
     YOU QUALIFY TO BUY CLASS Z SHARES.

     There is no sales charge for such exchanges. However, if you exchange-- and
then sell--Class B shares within approximately six years of your original
purchase or Class C shares within 18 months of your original purchase, you must
still pay the applicable CDSC. If you have exchanged Class B or Class C shares
into a money market fund, the time you hold the shares in the money market
account will not be counted in calculating the required holding periods for CDSC
liability.

     >    Invest with a group of investors who are related to you;

     >    Buy the Class A shares of two or more Prudential Mutual Funds at the
          same time;


     >    Use your RIGHTS OF ACCUMULATION, which allow you to combine the
          current value of Prudential Mutual Fund shares you already own
          (excluding money market funds not acquired through the exchange
          privilege) with the value of the shares you are purchasing for
          purposes of determining the applicable sales charge (Note: you must
          notify the Transfer Agent if you qualify for Rights of Accumulation);
          or

     >    Sign a LETTER OF INTENT, stating in writing that you or a group of
          investors will invest a specific dollar amount in the Series or other
          Prudential mutual funds within 13 months.


     The Distributor may reallow Class A's sales charge to dealers.


22   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

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How to Buy, Sell and
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BENEFIT PLANS. Certain group retirement and savings plans may purchase Class A
shares without the initial sales charge if they meet the required minimum for
amount of assets, average account balance or number of eligible employees. For
more information about these requirements, call Prudential at (800) 353-2847.

MUTUAL SERIES PROGRAMS. The initial sales charge will be waived for investors in
certain programs sponsored by broker-dealers, investment advisers and financial
planners who have agreements with Prudential Investments Advisory Group relating
to:

     >    Mutual fund "wrap" or asset allocation program, where the sponsor
          places fund trades and charges its clients a management, consulting or
          other fee for its services, or

     >    Mutual fund "supermarket" programs where the sponsor links its
          clients' accounts to a master account in the sponsor's name and the
          sponsor charges a fee for its services.

     Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Series in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Other investors pay no sales charges, including
certain officers, employees or agents of Prudential and its affiliates,
Prudential Mutual Funds, the subadvisers of the Prudential Mutual Funds and
clients of brokers that have entered into a selected dealer agreement with the
Distributor. To qualify for a reduction or waiver of the sales charge, you must
notify the Transfer Agent or your broker at the time of purchase. For more
information about reducing or eliminating Class A's sales charge, see the SAI,
"Purchase, Redemption and Pricing of Series Shares--Reduction and Waiver of
Initial Sales Charges--Class A Shares."


                                                                              23

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

WAIVING CLASS C'S INITIAL SALES CHARGE

BENEFIT PLANS. Certain group retirements plans may purchase Class C shares
without the initial sales charge. For more information, call Prudential at (800)
353-2847.

INVESTMENT OF REDEMPTION PROCEEDS FROM OTHER INVESTMENT COMPANIES. The initial
sales charge will be waived for purchases of Class C shares if the purchase is
made with money from the redemption of shares of any unaffiliated investment
company, as long as the shares were not held in an account at Prudential
Securities Incorporated or one of its affiliates. These purchases must be made
within 60 days of the redemption. To qualify for this waiver, you must:

     >    purchase your shares through an account at Prudential Securities;

     >    purchase your shares through an ADVANTAGE Account or an Investor
          Account with Pruco Securities Corporation; or

     >    purchase your shares through other brokers.


     The waiver is not available to investors who purchase shares directly from
the Transfer Agent. If you are entitled to the waiver, you must notify your
broker, who may require any supporting documents it considers appropriate.


QUALIFYING FOR CLASS Z SHARES

BENEFIT PLANS. Certain group retirement plans may purchase Class Z shares if
they meet the required minimum for amount of assets, average account balance or
number of eligible employees. For more information about these requirements,
call Prudential at (800) 353-2847.

MUTUAL FUND PROGRAMS. Class Z shares also can be purchased by participants in
any fee-based program or trust program sponsored by Prudential or an affiliate
that includes the Series as an available option. Class Z shares also can be
purchased by investors in certain programs sponsored by broker-dealers,
investment advisers and financial planners who have agreements with Prudential
Investments Advisory Group relating to:

     >    Mutual fund "wrap" or asset allocation programs where the sponsor
          places fund trades, links its clients' accounts to a master account in
          the sponsor's name and charges its clients a management, consulting or
          other fee for its services, or

     >    Mutual fund "supermarket" programs, where the sponsor links its
          clients' accounts to a master account in the sponsor's name and the
          sponsor charges a fee for its services.


24   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

     Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Series in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Class Z shares also can be purchased by any of the
following:

     >    Certain participants in the MEDLEY Program (group variable annuity
          contracts) sponsored by Prudential for whom Class Z shares of the
          Prudential mutual funds are an available option,

     >    Current and former Directors/Trustees of the Prudential Mutual Funds
          (including the Series), and

     >    Prudential, with an investment of $10 million or more.

     In connection with the sales of shares, the Manager, the Distributor or one
of their affiliates may pay brokers, financial advisers and other persons a
commission of up to 4% of the purchase price for Class B shares, up to 2% of the
purchase price for Class C shares and a finder's fee for Class A or Class Z
shares from their own resources based on a percentage of the net asset value of
shares sold or otherwise.

CLASS B SHARES CONVERT TO CLASS A SHARES AFTER APPROXIMATELY SEVEN YEARS

If you buy Class B shares and hold them for approximately seven years, we will
automatically convert them into Class A shares without charge. At that time, we
will also convert any Class B shares that you purchased with reinvested
dividends and other distributions. Since the 12b-1 fees for Class A shares are
lower than for Class B shares, converting to Class A shares lowers your Series
expenses.

     When we do the conversion, you will get fewer Class A shares than the
number of Class B shares converted if the price of the Class A shares is higher
than the price of Class B shares. The total dollar value will be the same, so
you will not have lost any money by getting fewer Class A shares. We do the
conversions quarterly, not on the anniversary date of your purchase. For more
information, see the SAI, "Purchase, Redemption and Pricing of Series
Shares--Conversion Feature--Class B Shares."


                                                                              25

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY

--------------------------------
MUTUAL FUND SHARES

The NAV of mutual fund shares
changes every day because the
value of a fund's portfolio
changes constantly. For example,
if fund XYZ holds ACME Corp.
stock in its portfolio and the
price of ACME stock goes up,
while the value of the fund's
other holdings remains the same
and expenses don't change, the
NAV of fund XYZ will increase.
--------------------------------

The price you pay for each share of the Series is based on the share value. The
share value of a mutual fund--known as the NET ASSET VALUE or NAV--is determined
by a simple calculation--it's the total value of a fund (assets minus
liabilities) divided by the total number of shares outstanding. For example, if
the value of the investments held by fund XYZ (minus its liabilities) is $1,000
and there are 100 shares of fund XYZ owned by shareholders, the price of one
share of the fund--or the NAV--is $10 ($1,000 divided by 100). Portfolio
securities are valued based upon market quotations or, if not readily available,
at fair value as determined in good faith under procedures established by the
Fund's Board. Most national newspapers report the NAVs of most mutual funds,
which allows investors to check the price of mutual funds daily.

     We determine the NAV of our shares once each business day at 4:15 p.m. New
York Time on days that the New York Stock Exchange (NYSE) is open for trading.
The NYSE is closed on national holidays and Good Friday. Because the Series
invests in foreign securities, its NAV can change on days when you cannot buy or
sell shares. We do not determine NAV on days when we have not received any
orders to purchase, sell or exchange Series shares, or when changes in the value
of the Series' portfolio do not materially affect the NAV.

WHAT PRICE WILL YOU PAY FOR SHARES OF THE SERIES?

For Class A and Class C shares, you'll pay the public offering price, which is
the NAV next determined after we receive your order to purchase, plus an initial
sales charge (unless you're entitled to a waiver). For Class B and Class Z
shares, you will pay the NAV next determined after we receive your order to
purchase (remember, there are no up-front sales charges for these share
classes). Your broker may charge a separate or additional fee for purchases of
shares.


26   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

STEP 4: ADDITIONAL SHAREHOLDER SERVICES

As a Series shareholder, you can take advantage of the following services and
privileges:

AUTOMATIC REINVESTMENT. As we explained in the "Series Distributions and Tax
Issues" section, the Series pays out--or distributes--its net investment income
and capital gains to all shareholders. For your convenience, we will
automatically reinvest your distributions in the Series at NAV without any sales
charge. If you want your distributions paid in cash, you can indicate this
preference on your application, notify your broker, or notify the Transfer Agent
in writing (at the address below) at least five business days before the date we
determine who receives dividends.


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: ACCOUNT MAINTENANCE
P.O. BOX 8159
PHILADELPHIA, PA 19101


AUTOMATIC INVESTMENT PLAN. You can make regular purchases of the Series for as
little as $50 by having the funds automatically withdrawn from your bank or
brokerage account at specified intervals.

RETIREMENT PLAN SERVICES. Prudential offers a wide variety of retirement plans
for individuals and institutions, including large and small businesses. For
information on IRAs, including Roth IRAs, or SEP-IRAs for a one-person business,
please contact your financial adviser. If you are interested in opening a 401(k)
or other company-sponsored retirement plan (SIMPLES, SEP plans, Keoghs,
403(b)(7) plans, pension and profit-sharing plans), your financial adviser will
help you determine which retirement plan best meets your needs. Complete
instructions about how to establish and maintain your plan and how to open
accounts for you and your employees will be included in the retirement plan kit
you receive in the mail.

THE PRUTECTOR PROGRAM. Optional group term life insurance--which protects the
value of your Prudential Mutual Fund investment for your beneficiaries against
market declines--is available to investors who purchase their shares through
Prudential. Eligible investors who apply for PruTector coverage after the
initial 6-month enrollment period will need to provide satisfactory evidence of
insurability. This insurance is subject to other restrictions and is not
available in all states.


                                                                              27

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available that will
provide you with monthly, quarterly, semi-annual or annual redemption checks.
Remember, the sale of Class B and Class C shares may be subject to a CDSC.

REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which contain important
financial information about the Series. To reduce Series expenses, we will send
one annual shareholder report, one semi-annual shareholder report and one annual
prospectus per household, unless you instruct us or your broker otherwise.

HOW TO SELL YOUR SHARES

You can sell your shares of the Series for cash (in the form of a check) at any
time, subject to certain restrictions.

     When you sell shares of the Series--also known as REDEEMING your
shares--the price you will receive will be the NAV next determined after the
Transfer Agent, the Distributor or your broker receives your order to sell. If
your broker holds your shares, he must receive your order to sell by 4:15 p.m.
New York time to process the sale on that day. Otherwise, contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: REDEMPTION SERVICES
P.O. BOX 8149
PHILADELPHIA, PA 19101


     Generally, we will pay you for the shares that you sell within seven days
after the Transfer Agent, the Distributor or your broker receives your sell
order. If you hold shares through a broker, payment will be credited to your
account. If you are selling shares you recently purchased with a check, we may
delay sending you the proceeds until your check clears, which can take up to 10
days from the purchase date. You can avoid delay if you purchase shares by wire,
certified check or cashier's check. Your broker may charge a separate or
additional fee for purchases and sales of shares.


EXPEDITED REDEMPTION PRIVILEGE

     If you have selected the Expedited Redemption Privilege, you may have your
redemption proceeds sent directly to your bank account. Expedited redemption
requests may be made by telephone or letter, must be received by the Fund prior
to 4:15 p.m., New York Time, to receive a redemption amount based on that day's
NAV and are subject to the terms and conditions regarding the



28   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

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How to Buy, Sell and
Exchange Shares of the Series


redemption of shares. For more information, see "Purchase, Redemption and
Pricing of Fund Shares - Expedited Redemption Privilege" in the Statement of
Additional Information. The Expedited Redemption Privilege may be modified or
terminated at any time without notice.


RESTRICTIONS ON SALES


There are certain times when you may not be able to sell shares of the Series,
or when we may delay paying you the proceeds from a sale. As permitted by the
Securities and Exchange Commission, this may happen during unusual market
conditions or emergencies when the Series can't determine the value of its
assets or sell its holdings. For more information, see the SAI, "Purchase,
Redemption and Pricing of Series Shares--Sale of Shares."

     If you are selling more than $100,000 of shares, you want the check sent to
someone or some place that is not in our records or you are a business or a
trust and you hold shares directly with the Transfer Agent, you may have to have
the signature on your sell order signature guaranteed by an "eligible guarantor
institution." An "eligible guarantor institution" includes any bank,
broker-dealer or credit union. For more information, see the SAI, "Purchase,
Redemption and Pricing of Series Shares--Sale of Shares."

CONTINGENT DEFERRED SALES CHARGES (CDSC)

If you sell Class B shares within six years of purchase or Class C shares within
18 months of purchase, you will have to pay a CDSC. To keep the CDSC as low as
possible, we will sell amounts representing shares in the following order:

     >    Amounts representing shares you purchased with reinvested dividends
          and distributions

     >    Amounts representing shares that represent the increase in NAV above
          the total amount of payments for shares made during the past six years
          for class B shares and 18 months for Class C shares

     >    Amounts representing the cost of shares held beyond the CDSC period
          (six years for Class B shares and 18 months for Class C shares)

     Since shares that fall into any of the categories listed above are not
subject to the CDSC, selling them first helps you to avoid--or at least
minimize--the CDSC.

     Having sold the exempt shares first, if there are any remaining shares that
are subject to the CDSC, we will apply the CDSC to amounts representing the cost
of shares held for the longest period of time within the applicable CDSC period.



                                                                              29

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

     As we noted before in the "Share Class Comparison" chart, the CDSC for
Class B shares is 5% in the first year, 4% in the second, 3% in the third, 2% in
the fourth and 1% in the fifth and sixth years. The rate decreases on the first
day of the month following the anniversary date of your purchase, not on the
anniversary date itself. The CDSC is 1% for Class C shares--which is applied to
shares sold within 18 months of purchase. For both Class B and Class C shares,
the CDSC is the lesser of the original purchase price or the redemption
proceeds. For purposes of determining how long you've held your shares, all
purchases during the month are grouped together and considered to have been made
on the last day of the month.

     The holding period for purposes of determining the applicable CDSC will be
calculated from the first day of the month after initial purchase, excluding any
time shares were held in a money market fund.

WAIVER OF THE CDSC--CLASS B SHARES

The CDSC will be waived if the Class B shares are sold:

     >    After a shareholder is deceased or disabled (or, in the case of a
          trust account, the death or disability of the grantor). This waiver
          applies to individual shareholders, as well as shares owned in joint
          tenancy, provided the shares were purchased before the death or
          disability;

     >    To provide for certain distributions--made without IRS penalty--from a
          tax-deferred retirement plan, IRA, or Section 403(b) custodial
          account; and

     >    On certain sales from a Systematic Withdrawal Plan.

     For more information on the above and other waivers, see the SAI,
"Purchase, Redemption and Pricing of Series Shares--Waiver of the Contingent
Deferred Sales Charges--Class B Shares."

WAIVER OF THE CDSC--CLASS C SHARES

BENEFIT PLANS The CDSC will be waived for redemptions by certain group
retirement plans for which Prudential or brokers not affiliated with Prudential
provide administrative or recordkeeping services. The CDSC will also be waived
for certain redemptions by benefit plans sponsored by Prudential and its
affiliates. For more information, call Prudential at (800) 353-2847.

REDEMPTION IN KIND

If the sales of Series shares you make during any 90-day period reach the lesser
of $250,000 or 1% of the value of the Series' net assets, we can then give you


30   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

90-DAY REPURCHASE PRIVILEGE


securities from the Series' portfolio instead of cash. If you want to sell the
securities for cash, you would have to pay the costs charged by a broker.

SMALL ACCOUNTS

If you make a sale that reduces your account value to less than $500, we may
sell the rest of your shares (without charging any CDSC) and close your account.
We would do this to minimize the Series' expenses paid by other shareholders. We
will give you 60 days' notice, during which time you can purchase additional
shares to avoid this action. This involuntary sale does not apply to
shareholders who own their shares as part of a 401(k) plan, an IRA or some other
qualified tax-deferred plan or account.

90-DAY REPURCHASE PRIVILEGE

After you redeem your shares, you have a 90-day period during which you may
reinvest any of the redemption proceeds in shares of the same Series and account
without paying an initial sales charge. Also, if you paid a CDSC when you
redeemed your shares, we will credit your account with the appropriate number of
shares to reflect the amount of the CDSC you paid. In order to take advantage of
this one-time privilege, you must notify the Transfer Agent or your broker at
the time of the repurchase. See the SAI, "Purchase, Redemption and Pricing of
Series Shares--Sale of Shares."


RETIREMENT PLANS

To sell shares and receive a distribution from your retirement account, call
your broker or the Transfer Agent for a distribution request form. There are
special distribution and income tax withholding requirements for distributions
from retirement plans and you must submit a withholding form with your request
to avoid delay. If your retirement plan account is held for you by your employer
or plan trustee, you must arrange for the distribution request to be signed and
sent by the plan administrator or trustee. For additional information, see the
SAI.

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares of the Series for shares of the same class in
certain other Prudential Mutual Funds--including certain money market funds--if
you satisfy the minimum investment requirements. For example, you can exchange
Class A shares of the Series for Class A shares of another Prudential Mutual
Fund, but you can't exchange Class A shares for Class B, Class C or Class Z
shares. Class B and C shares may not be exchanged into money market funds other
than Prudential Special Money Market Fund, Inc.


                                                                              31

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

After an exchange, at redemption, the CDSC will be calculated from the first day
of the month after initial purchase, excluding any time shares were held in a
money market fund. We may change the terms of the exchange privilege after
giving you 60 days' notice.

     If you hold shares through a broker, you must exchange shares through your
broker. Otherwise contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: EXCHANGE PROCESSING
P.O. BOX 8157
PHILADELPHIA, PA 19101


     There is no sales charge for such exchanges. However, if you exchange-- and
then sell--Class B shares within approximately six years of your original
purchase or Class C shares within 18 months of your original purchase, you must
still pay the applicable CDSC. If you have exchanged Class B or Class C shares
into a money market fund, the time you hold the shares in the money market
account will not be counted in calculating the required holding periods for CDSC
liability.

     Remember, as we explained in the section entitled "Series Distributions and
Tax Issues--If You Sell or Exchange Your Shares," exchanging shares is
considered a sale for tax purposes. Therefore, if the shares you exchange are
worth more than you paid for them, you may have to pay capital gains tax. For
additional information about exchanging shares, see the SAI, "Shareholder
Investment Account--Exchange Privilege."

     If you own Class B or Class C shares and qualify to purchase either Class A
shares without paying an initial sales charge or Class Z shares, we will
automatically exchange your Class B or Class C shares which are not subject to a
CDSC for Class A or Class Z shares, as appropriate. We make such exchanges on a
quarterly basis if you qualify for this exchange privilege. We have obtained a
legal opinion that this exchange is not a "taxable event" for federal income tax
purposes. This opinion is not binding on the IRS.

FREQUENT TRADING

Frequent trading of Series shares in response to short-term fluctuations in the
market--also known as "market timing"--may make it very difficult to manage the
Series' investments. Also when market timing occurs, the Series may have to sell
portfolio securities to have the cash necessary to redeem the market timer's
shares. This can happen at a time when it is not advantageous to sell any
securities, so the Series' performance may be hurt. When large dollar

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How to Buy, Sell and
Exchange Shares of the Series


amounts are involved, market timing can also make it difficult to use long-term
investment strategies because we cannot predict how much cash the fund will have
to invest. When, in our opinion, such activity would have a disruptive effect on
portfolio management, the Series reserves the right to refuse purchase orders
and exchanges into the Series by any person, group or commonly controlled
accounts. The Series may notify a market timer of rejection of an exchange or
purchase order subsequent to the day the order is placed. If the Series allows a
market timer to trade Series shares, it may require the market timer to enter
into a written agreement to follow certain procedures and limitations.


TELEPHONE REDEMPTIONS AND EXCHANGES


You may redeem or exchange your shares in any amount by calling the fund at
(800) 225-1825 before 4:15 p.m., New York time. You will receive a redemption
amount based on that day's NAV.

     The Fund's Transfer Agent will record your telephone instructions and
request specific account information before redeeming or exchanging shares. The
Fund will not be liable if it follows instructions that it reasonably believes
are made by the shareholder. If the Fund does not follow reasonable procedures,
it may be liable for losses due to unauthorized or fraudulent telephone
instructions.


     In the event of drastic economic or market changes, you may have difficulty
in redeeming or exchanging your shares by telephone. If this occurs, you should
consider redeeming or exchanging your shares by mail or through your broker.

     The telephone redemption and exchange privileges may be modified or
terminated at any time. If this occurs, you will receive a written notice from
the Fund.



                                                                              33

<PAGE>

Financial Highlights


The financial highlights will help you evaluate the financial performance of the
Series for the past 5 years. The TOTAL RETURN in each chart represents the rate
that a shareholder earned on an investment in that share class of the Series,
assuming reinvestment of all dividends and other distributions. The information
is for each share class for the periods indicated.

     Review each chart with the financial statements and report of independent
accountants, which appear in the SAI and are available upon request. Additional
performance information for each share class is contained in the annual report,
which you can receive at no charge as described on the back cover of this
prospectus.



34   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>

Financial Highlights


PRUDENTIAL INTERNATIONAL VALUE FUND: CLASS A SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the one month
period ended October 31, 1996 and the period from September 23, 1996 through
September 30, 1996 were audited by other independent auditors whose reports were
unqualified.


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
CLASS A SHARES (FISCAL YEAR ENDED 10-31)

PER SHARE OPERATING
PERFORMANCE                            2000      1999     1998    1997(1)  1996(2)   1996(3)
--------------------------------------------------------------------------------------------
<S>                                  <C>      <C>      <C>      <C>      <C>         <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                                       $18.33   $18.24   $16.59     $16.48    $16.54
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                      .27      .27      .24      (.01)        --
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions                          3.97      .40     1.85        .12     (.06)
TOTAL FROM INVESTMENT OPERATIONS                 4.24      .67     2.09        .11     (.06)
--------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income            (.15)    (.18)    (.24)         --        --
Distributions from net realized
  capital gains                                    --    (.40)    (.20)         --        --
TOTAL DISTRIBUTIONS                             (.15)    (.58)    (.44)         --        --
NET ASSET VALUE, END OF PERIOD                 $22.42   $18.33   $18.24     $16.59    $16.48
TOTAL RETURN(4)                                23.30%    3.85%   12.85%       .67%    (.36)%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA               2000      1999     1998     1997       1996      1996
--------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000)               $61,036  $47,237  $36,184  $5,169(5)   $199(5)
Average net assets (000)                      $52,732  $44,708  $18,779  $2,793(5)   $199(5)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution
  and service (12b-1) fees                      1.61%    1.62%    1.75%   2.05%(6)  2.46%(6)
Expenses, excluding distribution
  and service (12b-1) fees                      1.36%    1.37%    1.50%   1.80%(6)  2.21%(6)
Net investment income (loss)                    1.35%    1.28%    1.40% (1.03)%(6)   .75%(6)
Portfolio turnover                                21%      15%       9%         4%       15%

--------------------------------------------------------------------------------------------
</TABLE>

(1)  CALCULATED BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     DURING THE YEAR.

(2)  INFORMATION SHOWN IS FOR PERIOD 10-1-96 THROUGH 10-31-96.

(3)  INFORMATION SHOWN IS FOR THE PERIOD 9-23-96 (WHEN CLASS A SHARES WERE FIRST
     OFFERED) THROUGH 9-30-96. INTERNATIONAL STOCK FUND, A MERCATOR MANAGED
     SERIES OF THE PRUDENTIAL INSTITUTIONAL FUND AND THE PREDECESSOR TO THE
     PRUDENTIAL INTERNATIONAL VALUE FUND, HAD A FISCAL YEAR END OF SEPTEMBER 30.
     PRUDENTIAL INTERNATIONAL VALUE FUND HAS A FISCAL YEAR END OF OCTOBER 31.

(4)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED. TOTAL RETURN FOR A PERIOD OF LESS THAN A FULL YEAR IS NOT
     ANNUALIZED.

(5)  FIGURES ARE ACTUAL AND ARE NOT ROUNDED TO THE NEAREST THOUSAND.

(6)  ANNUALIZED.


                                                                              35

<PAGE>

Financial Highlights


PRUDENTIAL INTERNATIONAL VALUE FUND: CLASS B SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the one month
period ended October 31, 1996 and the period from September 23, 1996 through
September 30, 1996 were audited by other independent auditors whose reports were
unqualified.


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
Class B Shares (fiscal year ended 10-31)

Per Share Operating
Performance                            2000      1999     1998  1997(1)    1996(2)   1996(3)
--------------------------------------------------------------------------------------------
<S>                                  <C>     <C>       <C>      <C>      <C>         <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                                       $18.18   $18.13   $16.57     $16.47    $16.54
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                      .12      .10      .12      (.02)        --
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions                          3.94      .43     1.84        .12     (.07)
TOTAL FROM INVESTMENT OPERATIONS                 4.06      .53     1.96        .10     (.07)
--------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income            (.01)    (.08)    (.20)         --        --
Distributions from net realized
  capital gains                                    --    (.40)    (.20)         --        --
Total distributions                             (.01)    (.48)    (.40)         --        --
NET ASSET VALUE, END OF PERIOD                 $22.23   $18.18   $18.13     $16.57    $16.47
TOTAL RETURN(4)                                22.34%    3.05%   12.04%       .61%    (.42)%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA               2000      1999     1998     1997     1996      1996
--------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000)              $101,043  $93,896  $87,155  $1,922(5)   $199(5)
Average net assets (000)                      $98,842  $98,444  $47,584    $313(5)   $199(5)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution
  and service (12b-1) fees                      2.36%    2.37%    2.50%   2.80%(6)  3.21%(6)
Expenses, excluding distribution
  and service (12b-1) fees                      1.36%    1.37%    1.50%   1.80%(6)  2.21%(6)
Net investment income (loss)                     .59%     .53%     .65% (1.78)%(6)     0%(6)
Portfolio turnover                                21%      15%       9%         4%       15%
--------------------------------------------------------------------------------------------

</TABLE>

(1)  CALCULATED BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     DURING THE YEAR.

(2)  INFORMATION SHOWN IS FOR PERIOD 10-1-96 THROUGH 10-31-96.

(3)  INFORMATION SHOWN IS FOR THE PERIOD 9-23-96 (WHEN CLASS A SHARES WERE FIRST
     OFFERED) THROUGH 9-30-96. INTERNATIONAL STOCK FUND, A MERCATOR MANAGED
     SERIES OF THE PRUDENTIAL INSTITUTIONAL FUND AND THE PREDECESSOR TO THE
     PRUDENTIAL INTERNATIONAL VALUE FUND, HAD A FISCAL YEAR END OF SEPTEMBER 30.
     PRUDENTIAL INTERNATIONAL VALUE FUND HAS A FISCAL YEAR END OF OCTOBER 31.

(4)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED. TOTAL RETURN FOR A PERIOD OF LESS THAN A FULL YEAR IS NOT
     ANNUALIZED.

(5)  FIGURES ARE ACTUAL AND ARE NOT ROUNDED TO THE NEAREST THOUSAND.

(6)  ANNUALIZED.


36   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>

Financial Highlights

PRUDENTIAL INTERNATIONAL VALUE FUND: CLASS C SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the one month
period ended October 31, 1996 and the period from September 23, 1996 through
September 30, 1996 were audited by other independent auditors whose reports were
unqualified.


<TABLE>

<CAPTION>
-------------------------------------------------------------
CLASS C SHARES (FISCAL YEAR ENDED 10-31)
-------------------------------------------------------------
-----------------------------------------------------------------------------------------
PER SHARE OPERATING
PERFORMANCE                       2000      1999     1998     1997(1)  1996(2)   1996(3)
-----------------------------------------------------------------------------------------
<S>                               <C>     <C>      <C>      <C>      <C>       <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                                  $18.18   $18.13   $16.57   $16.47    $16.54
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                 .11      .10      .12     (.02)       --
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions                     3.95      .43     1.84      .12      (.07)
TOTAL FROM INVESTMENT OPERATIONS            4.06      .53     1.96      .10      (.07)
-----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income       (.01)    (.08)    (.20)       --        --
Distributions from net realized
  capital gains                               --    (.40)    (.20)       --        --
TOTAL DISTRIBUTIONS                        (.01)    (.48)    (.40)       --        --
NET ASSET VALUE, END OF PERIOD            $22.23   $18.18   $18.13   $16.57    $16.47
TOTAL RETURN(4)                           22.34%    3.05%   12.04%     .61%    (.42)%
-----------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA          2000      1999     1998     1997     1996      1996
-----------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000)          $18,078  $14,271  $12,354     $200(5)    $199(5)
Average net assets (000)                  15,815  $14,345   $7,473     $202(5)    $199(5)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution
  and service (12b-1) fees                 2.36%    2.37%    2.50%    2.80%(6)   3.21%(6)
Expenses, excluding distribution
  and service (12b-1) fees                 1.36%    1.37%    1.50%    1.80%(6)   2.21%(6)
Net investment income (loss)                .59%     .53%     .65%  (1.78)%(6)      0%(6)
Portfolio turnover                           21%      15%       9%       4%        15%
-----------------------------------------------------------------------------------------
</TABLE>


(1)  CALCULATED BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     DURING THE YEAR.

(2)  INFORMATION SHOWN IS FOR PERIOD 10-1-96 THROUGH 10-31-96.

(3)  INFORMATION SHOWN IS FOR THE PERIOD 9-23-96 (WHEN CLASS A SHARES WERE FIRST
     OFFERED) THROUGH 9-30-96. INTERNATIONAL STOCK FUND, A MERCATOR MANAGED
     SERIES OF THE PRUDENTIAL INSTITUTIONAL FUND AND THE PREDECESSOR TO THE
     PRUDENTIAL INTERNATIONAL VALUE FUND, HAD A FISCAL YEAR END OF SEPTEMBER 30.
     PRUDENTIAL INTERNATIONAL VALUE FUND HAS A FISCAL YEAR END OF OCTOBER 31.

(4)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED. TOTAL RETURN FOR A PERIOD OF LESS THAN A FULL YEAR IS NOT
     ANNUALIZED.

(5)  FIGURES ARE ACTUAL AND ARE NOT ROUNDED TO THE NEAREST THOUSAND.

(6)  ANNUALIZED.

                                                                              37

<PAGE>

Financial Highlights

PRUDENTIAL INTERNATIONAL VALUE FUND: CLASS Z SHARES


The financial highlights for the four years ended October 31, 2000 were audited
by independent accountants, and the financial highlights for the month period
ended October 31, 1996 and for the one year ended September 30, 1996, were
audited by other independent auditors whose reports were unqualified.


<TABLE>
<CAPTION>

---------------------------------------------------------
CLASS Z SHARES (FISCAL YEAR ENDED 10-31)
---------------------------------------------------------
-------------------------------------------------------------------------------------
PER SHARE OPERATING
PERFORMANCE                  2000      1999      1998      1997(1)   1996(3)     1996(4)
-------------------------------------------------------------------------------------
<S>                          <C>     <C>       <C>       <C>       <C>         <C>
NET ASSET VALUE
  BEGINNING OF PERIOD                $18.38    $18.28    $16.59    $16.48      $15.25
INCOME FROM INVESTMENT
  OPERATIONS:
Net investment income (loss)            .31       .30       .31     (.01)         .22(2)
Net realized and
  unrealized gain (loss) on
  investment and foreign
  currency transactions                3.99       .41      1.82       .12        1.20
TOTAL FROM INVESTMENT
  OPERATIONS                           4.30       .71      2.13       .11        1.42
-------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net
  investment income                   (.20)     (.21)     (.24)        --       (.19)
Distributions from net
  realized capital gains                 --     (.40)     (.20)        --          --
TOTAL DISTRIBUTIONS                   (.20)     (.61)     (.44)        --       (.19)
NET ASSET VALUE,
  END OF PERIOD                      $22.48    $18.38    $18.28    $16.59      $16.48
TOTAL RETURN(5)                      23.62%     4.08%    13.13%      .67%       9.44%
-------------------------------------------------------------------------------------
</TABLE>


                                                  (CHART CONTINUES ON NEXT PAGE)


38   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>

Financial Highlights

<TABLE>
<CAPTION>
---------------------------------------------------------
CLASS Z SHARES (FISCAL YEAR ENDED 10-31) (CONT'D)
---------------------------------------------------------
----------------------------------------------------------------------------------------
RATIOS/
SUPPLEMENTAL DATA            2000      1999      1998      1997(1)   1996(3)     1996(4)
----------------------------------------------------------------------------------------
<S>                          <C>   <C>       <C>       <C>       <C>         <C>
NET ASSETS,
  END OF PERIOD (000)              $353,292  $254,577  $237,976  $190,428    $188,386
Average net assets (000)           $308,917  $258,322  $219,419  $191,228    $161,356
RATIOS TO AVERAGE
  NET ASSETS:
Expenses, including
  distribution fees                   1.36%     1.37%     1.50%     1.80%(6)    1.61%(2)
Expenses, excluding
  distribution fees                   1.36%     1.37%     1.50%     1.80%(6)    1.61%(2)
Net investment income (loss)          1.59%     1.53%     1.65%    (.78)%(6)    1.58%(2)
Portfolio turnover                      21%       15%        9%       4%         15%
----------------------------------------------------------------------------------------
</TABLE>

(1)  CALCULATED BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     DURING THE YEAR.

(2)  NET OF EXPENSE/RECOVERY.

(3)  INFORMATION SHOWN IS FOR PERIOD 10-1-96 THROUGH 10-31-96.

(4)  FISCAL YEAR ENDED 9-30. ON SEPTEMBER 20, 1996, THE MANAGER CHANGED FROM
     PRUDENTIAL INSTITUTIONAL FUND MANAGEMENT, INC. TO PRUDENTIAL MUTUAL FUND
     MANAGEMENT LLC, EACH COMPANY BEING AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA. INTERNATIONAL STOCK FUND, A
     MERCATOR MANAGED SERIES OF THE PRUDENTIAL INSTITUTIONAL FUND AND THE
     PREDECESSOR TO THE PRUDENTIAL INTERNATIONAL VALUE FUND, HAD A FISCAL YEAR
     END OF SEPTEMBER 30. PRUDENTIAL INTERNATIONAL VALUE FUND HAS A FISCAL YEAR
     END OF OCTOBER 31.

(5)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS.
     IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON
     THE LAST DAY OF EACH PERIOD REPORTED. TOTAL RETURNS FOR PERIODS OF LESS
     THAN A FULL YEAR ARE NOT ANNUALIZED. TOTAL RETURN INCLUDES THE EFFECT OF
     EXPENSE SUBSIDIARIES/RECOVERIES, AS APPLICABLE.

(6)  ANNUALIZED.

                                                                              39

<PAGE>

--------------------------------------------------------------------------------
The Prudential Mutual Fund Family

Prudential offers a broad range of mutual funds designed to meet your individual
needs. For more information about these funds, contact your financial adviser or
call us at (800) 225-1852. Read the prospectus carefully before you invest or
send money.

STOCK FUNDS

PRUDENTIAL EMERGING GROWTH FUND, INC.
PRUDENTIAL EQUITY FUND, INC.
PRUDENTIAL INDEX SERIES FUND
  PRUDENTIAL STOCK INDEX FUND
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
  PRUDENTIAL JENNISON GROWTH FUND
  PRUDENTIAL JENNISON EQUITY OPPORTUNITY FUND
PRUDENTIAL REAL ESTATE SECURITIES FUND
PRUDENTIAL SECTOR FUNDS, INC.
  PRUDENTIAL FINANCIAL SERVICE FUND
  PRUDENTIAL HEALTH SCIENCES FUND
  PRUDENTIAL TECHNOLOGY FUND
  PRUDENTIAL UTILITY FUND
PRUDENTIAL SMALL COMPANY FUND, INC.
PRUDENTIAL TAX-MANAGED FUNDS
  PRUDENTIAL TAX-MANAGED EQUITY FUND
PRUDENTIAL 20/20 FOCUS FUND
NICHOLAS-APPLEGATE FUND, INC.
  NICHOLAS-APPLEGATE GROWTH EQUITY FUND
TARGET FUNDS
  LARGE CAPITALIZATION GROWTH FUND
  LARGE CAPITALIZATION VALUE FUND
  SMALL CAPITALIZATION GROWTH FUND
  SMALL CAPITALIZATION VALUE FUND

ASSET ALLOCATION/BALANCED FUNDS

PRUDENTIAL DIVERSIFIED FUNDS
  CONSERVATIVE GROWTH FUND
  MODERATE GROWTH FUND
  HIGH GROWTH FUND
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
  PRUDENTIAL ACTIVE BALANCED FUND

GLOBAL FUNDS
GLOBAL STOCK FUNDS
PRUDENTIAL EUROPE GROWTH FUND, INC.
PRUDENTIAL NATURAL RESOURCES FUND, INC.
PRUDENTIAL PACIFIC GROWTH FUND, INC.
PRUDENTIAL WORLD FUND, INC.
  PRUDENTIAL GLOBAL GROWTH FUND
  PRUDENTIAL INTERNATIONAL VALUE FUND
  PRUDENTIAL JENNISON INTERNATIONAL
     GROWTH FUND
GLOBAL UTILITY FUND, INC.
TARGET FUNDS
  INTERNATIONAL EQUITY FUND

GLOBAL BOND FUNDS
PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
PRUDENTIAL INTERNATIONAL BOND FUND, INC.


40   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>

BOND FUNDS
TAXABLE BOND FUNDS
PRUDENTIAL GOVERNMENT INCOME
   FUND, INC.
PRUDENTIAL GOVERNMENT SECURITIES TRUST
   SHORT-INTERMEDIATE TERM SERIES
PRUDENTIAL HIGH YIELD FUND, INC.
PRUDENTIAL HIGH YIELD TOTAL RETURN
   FUND, INC.
PRUDENTIAL SHORT-TERM CORPORATE BOND FUND, INC.
   INCOME PORTFOLIO
 TARGET FUNDS
   TOTAL RETURN BOND FUND

TAX-EXEMPT BOND FUNDS
PRUDENTIAL CALIFORNIA MUNICIPAL FUND
   CALIFORNIA SERIES
   CALIFORNIA INCOME SERIES
PRUDENTIAL MUNICIPAL BOND FUND
   HIGH INCOME SERIES
   INSURED SERIES
PRUDENTIAL MUNICIPAL SERIES FUND
   FLORIDA SERIES
   MASSACHUSETTS SERIES
   NEW JERSEY SERIES
   NEW YORK SERIES
   NORTH CAROLINA SERIES
   OHIO SERIES
   PENNSYLVANIA SERIES
PRUDENTIAL NATIONAL MUNICIPALS
   FUND, INC.

MONEY MARKET FUNDS
TAXABLE MONEY MARKET FUNDS
CASH ACCUMULATION TRUST
   LIQUID ASSETS FUND
   NATIONAL MONEY MARKET FUND
PRUDENTIAL GOVERNMENT SECURITIES TRUST
   MONEY MARKET SERIES
   U.S. TREASURY MONEY MARKET SERIES
PRUDENTIAL SPECIAL MONEY MARKET
   FUND, INC.
   MONEY MARKET SERIES
PRUDENTIAL MONEYMART ASSETS, INC.
TAX-FREE MONEY MARKET FUNDS
PRUDENTIAL TAX-FREE MONEY FUND, INC.
PRUDENTIAL CALIFORNIA MUNICIPAL FUND
   CALIFORNIA MONEY MARKET SERIES
PRUDENTIAL MUNICIPAL SERIES FUND
   CONNECTICUT MONEY MARKET SERIES
   MASSACHUSETTS MONEY MARKET SERIES
   NEW JERSEY MONEY MARKET SERIES
   NEW YORK MONEY MARKET SERIES

COMMAND FUNDS
COMMAND MONEY FUND
COMMAND GOVERNMENT FUND
COMMAND TAX-FREE FUND

INSTITUTIONAL MONEY MARKET FUNDS
PRUDENTIAL INSTITUTIONAL LIQUIDITY
   PORTFOLIO, INC.
   INSTITUTIONAL MONEY MARKET SERIES
   PRUDENTIAL HEALTH SCIENCE FUND

                                                                              41

<PAGE>

            YOUR FINANCIAL SECURITY, YOUR SATISFACTION & YOUR PRIVACY

ACCESSING INFORMATION

     Access to customer information is authorized for Prudential business
purposes only. Employees who have access to customer information are required to
protect it and keep it confidential.

COLLECTING INFORMATION TO CONDUCT BUSINESS

     Prudential collects information about you to help us serve your financial
needs, provide customer service, offer new products or services, and fulfill
legal and regulatory requirements. The type of information that Prudential
collects varies according to the products or services you request, and may
include:

     o    information included on your application and related forms (such as
          name, address, Social Security number, assets and income);

     o    information about your relationships with us (such as products or
          services purchased, account balances and payment history);

     o    information from your employer, benefit plan sponsor, or association
          for any Prudential group product you may have (such as name, address,
          Social Security number, age and marital status);

     o    information from consumer reporting agencies (such as credit
          relationships and history);

     o    information from other non-Prudential sources (such as motor vehicle
          reports, medical information, and demographic information); and

     o    information from visitors to Prudential websites (such as that
          provided through online forms, site visitorship data and online
          information collecting devices known as "cookies").

SECURITY STANDARDS

     We continue to assess new technology to provide additional protection of
your personal information. We safeguard customer information in accordance with
federal standards and established security procedures. Measures we take include
implementation of physical, electronic and procedural safeguards.

SHARING INFORMATION WITHIN PRUDENTIAL

     We may disclose the previously described information about our customers
and former customers to other Prudential businesses, such as our securities
broker-dealers, our insurance companies and agencies, our banks and our real
estate brokerage franchise company. We may share information to:

     o    provide customer service or account maintenance; or

     o    tell you about other products or services offered by Prudential.

SHARING INFORMATION IN OTHER CIRCUMSTANCES

     In compliance with federal and state laws, we may disclose some or all of
     the information we collect about our customers and former customers, as
     described above, to non-Prudential businesses, such as:

     o    companies that perform services for us or on our behalf (such as
          responding to customer requests, providing you with information about
          our products, or maintaining or developing software); or

     o    financial services companies (such as banks, insurance companies,
          securities brokers or dealers) and non-financial companies (such as
          real estate brokers or financial publications) with whom we have
          marketing agreements.

     We will not share medical information or motor vehicle reports for
marketing purposes.

     Many employers or other plan sponsors restrict the information that can be
shared about their employees or members. In our business with institutions, we
always honor these restrictions. If you have a relationship with Prudential as a
result of products or services provided through an employer or other plan
sponsor, we will abide by the specific privacy rules imposed by that
organization.

     We may also disclose information to non-affiliated parties as allowed by
law, such as in responding to a subpoena, preventing fraud, or complying with an
inquiry by a government agency or regulator.

IT'S YOUR CHOICE

     Our customers periodically receive information about products and services
available from the Prudential family of companies, as well as from select
business partners, including financial services and non-financial services
companies with whom we have marketing agreements. Many of our customers
appreciate receiving this information. However, if you do not want us to share
your information for these purposes or communicate offers to you -- either by
phone or mail -- please complete the attached form and return it to us.

     If there are multiple owners of an account, any one of them may request on
behalf of any or all of the others that their information not be disclosed and
their names be removed from our phone or mailing lists.

     While you may receive more than one copy of this notice, if you choose to
limit the sharing of your information, you only need to inform us of your choice
once. Unless you modify this decision, we will continue to honor it.

                             NOT PART OF PROSPECTUS

                                       i

<PAGE>

    THIS  NOTICE  IS  BEING  PROVIDED  ON  BEHALF  OF THE  FOLLOWING  PRUDENTIAL
AFFILIATES:

Prudential Insurance Company of America, The
Prudential Property and Casualty Insurance Company
Prudential Securities Incorporated
Prudential Investment Corporation, The
Prudential Bank and Trust Company, The
Prudential 20/20 Focus Fund
Prudential California Municipal Fund
Prudential Commercial Insurance Company
Prudential Commercial Insurance Company of New
  Jersey, The
Prudential Direct Insurance Agency of Texas, Inc.
Prudential Direct Insurance Agency of Alabama, Inc.
Prudential Direct Insurance Agency of
  Massachusetts, Inc.
Prudential Direct Insurance Agency of New
  Mexico, Inc.
Prudential Direct Insurance Agency of Ohio, Inc.
Prudential Direct Insurance Agency of Wyoming, Inc.
Prudential Direct, Inc.
Prudential Diversified Funds
Prudential Equity Fund, Inc.
Prudential Equity Investors, Inc.
Prudential Europe Growth Fund, Inc.
Prudential General Agency of Ohio, Inc.
Prudential General Insurance Agency of Florida, Inc.
Prudential General Insurance Agency of
  Kentucky, Inc.
Prudential General Insurance Agency of
  Massachusetts, Inc.
Prudential General Insurance Agency of
  Mississippi, Inc.
Prudential General Insurance Agency of Nevada, Inc.
Prudential General Insurance Agency of New
  Mexico, Inc.
Prudential General Insurance Agency of Texas, Inc.
Prudential General Insurance Agency of
  Wyoming, Inc.
Prudential General Insurance Company
Prudential General Insurance Company of
  New Jersey, The
Prudential Global Total Return Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
Prudential High Yield Fund, Inc.
Prudential High Yield Total Return Fund, Inc.
Prudential Index Series Fund
Prudential Institutional Liquidity Portfolio, Inc.
Prudential Insurance Brokerage, Inc.
Prudential International Bond Fund, Inc.
Prudential Investment Management Services LLC
Prudential Investment Portfolios, Inc., The
Prudential Investments Fund Management LLC
Prudential MoneyMart Assets, Inc.
Prudential Municipal Bond Fund
Prudential Municipal Series Fund
Prudential National Municipal Funds, Inc.
Prudential Natural Resources Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Property and Casualty Insurance Company
  of New Jersey, The
Prudential Property and Casualty New Jersey Insur-
  ance Brokerage, Inc., The
Prudential Real Estate Securities Fund
Prudential Savings Bank, F.S.B., The
Prudential Sector Funds, Inc.
Prudential Select Life Insurance Company of
  America
Prudential Series Fund, Inc.. The
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Small Company Fund, Inc.
Prudential Special Money Market Fund, Inc.
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Prudential Value Fund
Prudential World Fund, Inc.
Pruco Life Insurance Company
Pruco Life Insurance Company of New Jersey
Pruco Securities Corporation
Asia Pacific Fund, Inc., The
Bache Insurance Agency Incorporated
Bache Insurance Agency of Alabama, Inc.
Bache Insurance Agency of Oklahoma, Inc.
Bache Insurance Agency of Texas, Inc.
Cash Accumulation Trust
COMMAND Government Fund
COMMAND Money Fund
COMMAND Tax-Free Fund
Duff & Phelps Utilities Tax-Free Income Fund, Inc.
First Financial Fund, Inc.
Global Utility Fund, Inc.
High Yield Income Fund, Inc., The
High Yield Plus Fund, Inc., The
Hochman & Baker Investment Advisory Services
Hochman & Baker Securities
Hochman & Baker, Inc.
Jennison Associates LLC
Merastar Insurance Company
Nicholas-Applegate Fund, Inc.
Quick Sure Auto Agency
Strategic Partners Series
Target Funds
Target Portfolio Trust, The
Titan Auto Agency, Inc.
Titan Auto Insurance
Titan Auto Insurance of Arizona, Inc.
Titan Auto Insurance of New Mexico
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Titan Auto Insurance, Inc.
Titan Indemnity Company
Titan Insurance Company
Titan Insurance Services, Inc.
Titan National Auto Call Center, Inc.
Victoria Automobile Insurance Company
Victoria Fire & Casualty Company
Victoria Insurance Agency, Inc.
Victoria National Insurance Company
Victoria Select Insurance Company
Victoria Specialty Insurance Company
W.I. of Florida, Inc.
WHI of New York, Inc.
Whitehall Insurance Agency of Texas, Inc.
Whitehall of Indiana, Inc.

In this notice, the phrase "third party" refers to any organization that is not
a Prudential affiliate.

The words "you" and "customer," as used in this notice, mean any individual who
obtains or has obtained a financial product or service from a Prudential
affiliate that is to be used primarily for personal, family, or household
purposes.

We will process your request as quickly as possible. In some cases, 6
to 8 weeks may be required for your request(s) to become effective. Prudential
will continue to provide you with important information about your existing
accounts, including inserts enclosed with your account statements and other
notices regarding the Prudential products that you own. You may also receive
communications from your Prudential Professional or from independently owned and
operated franchisees of The Prudential Real Estate Affiliates, Inc.

If any of your information changes, please let us know so that we can update
your records and continue to serve you as you have requested.

                             NOT PART OF PROSPECTUS

                                       ii
<PAGE>

WE WANT TO KNOW YOUR PREFERENCE

If you do not want us to share the previously described information with
Prudential businesses or non-Prudential businesses, to inform you of other
products or services we believe may be of interest to you, complete item #1. In
addition, if you do not want to receive communications regarding other products
or services by mail or phone, complete item #2.

1. [ ] Do not share my information to inform me of other products or services.

2. Please remove my name from Prudential's corporate marketing lists for
   receiving information:

   [ ] by U.S. mail      [ ] by telephone

TO ENABLE US TO PROCESS YOUR REQUEST, PLEASE PROVIDE YOUR ACCOUNT/POLICY NUMBER
EXACTLY AS IT APPEARS ON YOUR STATEMENT:

-------------------------------------------------
 Account/Policy Number (required for processing)

PLEASE PRINT YOUR NAME AND ADDRESS EXACTLY AS IT APPEARS ON YOUR STATEMENT:

----------------------------------      NAMES OF JOINT OWNERS
 Last Name

----------------------------------      ----------------------------------------
 First Name                               Last Name

----------------------------------      ----------------------------------------
 Address (Line 1)                         First Name

----------------------------------      ----------------------------------------
 Address (Line 2)                         Address (Line 1)

----------------------------------      ----------------------------------------
 City                                     Address (Line 2)

----------------------------------      ----------------------------------------
 State                   ZIP Code         City

----------------------------------      ----------------------------------------
 (Area Code) Phone Number                 State                        ZIP Code


MAIL TO:
PRUDENTIAL -- CUSTOMER PRIVACY          ----------------------------------------
P.O. BOX 4600                             Last Name
TRENTON, NEW JERSEY 08650
                                        ----------------------------------------
                                          First Name

                                        ----------------------------------------
                                          Address (Line 1)

                                        ----------------------------------------
                                          Address (Line 2)

                                        ----------------------------------------
                                          City

                                        ----------------------------------------
                                          State ZIP Code

IF THERE ARE JOINT OWNERS TO WHICH THIS REQUEST WILL APPLY PLEASE PROVIDE THEIR
INFORMATION ON THE BACK OF THIS FORM.

[GRAPHIC] 0001               NOT PART OF PROSPECTUS

                                      iii


<PAGE>


                                      Notes



42   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


                                      Notes



                                                                              43

<PAGE>


                                      Notes


44   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


                                      Notes



                                                                              45

<PAGE>


                                      Notes



46   Prudential International Value Fund               [GRAPHIC]  (800) 225-1852

<PAGE>


                                      Notes



                                                                              47

<PAGE>

FOR MORE INFORMATION
--------------------------------------------------------------------------------

Please read this prospectus before you invest in the Series and keep it for
future reference. For information or shareholder questions contact

PRUDENTIAL MUTUAL FUND SERVICES LLC
P.O. BOX 8098
PHILADELPHIA, PA 19101
(800) 225-1852
(732) 482-7555
(Calling from outside the U.S.)

--------------------------------------------------------------------------------
Outside Brokers Should Contact

PRUDENTIAL MUTUAL FUND
 SERVICES LLC
P.O. BOX 8310
PHILADELPHIA, PA 19101
(800) 778-8769

--------------------------------------------------------------------------------
Visit Prudential's website at

HTTP://WWW.PRUDENTIAL.COM

--------------------------------------------------------------------------------
Additional information about the Series can be obtained without charge and can
be found in the following documents

STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

ANNUAL REPORT

(contains a discussion of the market conditions and investment strategies that
significantly affect the Series' performance)

SEMI-ANNUAL REPORT

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

You can also obtain copies of Fund documents from the Securities and Exchange
Commission as follows

BY MAIL

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-0102

BY ELECTRONIC REQUEST

[email protected]
(The SEC charges a fee to copy documents)

IN PERSON

Public Reference Room in Washington, DC
(For hours of operation, call 1-202-942-8090)

VIA THE INTERNET

on the EDGAR Database at
http://www.sec.gov

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

                                  NASDAQ
CUSIP Numbers                     SYMBOLS

Class A Shares -- 743969-50-3      PISAX

Class B Shares -- 743969-60-2      PISBX

Class C Shares -- 743969-70-1        --

Class Z Shares -- 743969-80-0      PISZX


Investment Company Act File No.

811-3981


MF115A1
[LOGO] Printed on Recycled Paper
--------------------------------------------------------------------------------

<PAGE>


================================================================================

                                             PROSPECTUS
[LOGO]    Prudential                         AND FINANCIAL
                                             PRIVACY NOTICE    FEBRUARY __, 2001


     PRUDENTIAL
     JENNISON INTERNATIONAL GROWTH FUND

     FUND TYPE Global/International Stock Funds
     OBJECTIVE Lont-term growth capital




     BUILD




As with all mutual funds, the Securities
and Exchange Commission has not approved
or disapproved the Fund's shares nor has                             ON THE ROCK
the SEC determined that this prospectus
is complete or accurate. It is a
criminal offense to state otherwise.


<PAGE>


Table of Contents

1    RISK/RETURN SUMMARY
1    Investment Objective and Principal Strategies
2    Principal Risks
2    Evaluating Performance
2    Fees and Expenses


5    HOW THE SERIES INVESTS
5    Investment Objective and Policies
7    Other Investments and Strategies
10   Investment Risks

12   HOW THE SERIES IS MANAGED
12   Board of Directors
12   Manager
13   Investment Adviser
14   Portfolio Managers
14   Distributor

15   SERIES DISTRIBUTIONS AND TAX ISSUES
15   Distributions
16   Tax Issues
17   If You Sell or Exchange Your Shares

19   HOW TO BUY, SELL AND EXCHANGE SHARES OF THE SERIES
19   How to Buy Shares
27   How to Sell Your Shares
30   How to Exchange Your Shares
32   Telephone Redemptions and Exchanges

38   THE PRUDENTIAL MUTUAL FUND FAMILY


     Your Financial Security, Your Satisfaction & Your Privacy


     For More Information (Back Cover)



Prudential Jennison International Growth Fund           [GRAPHIC] (800) 225-1852


<PAGE>


Risk/Return Summary

This prospectus provides information about PRUDENTIAL JENNISON INTERNATIONAL
GROWTH FUND, which is a separate diversified series of the PRUDENTIAL WORLD
FUND, INC. (the Fund). The Fund consists of two additional series--PRUDENTIAL
GLOBAL GROWTH FUND and PRUDENTIAL INTERNATIONAL VALUE FUND. This prospectus
relates only to Prudential Jennison International Growth Fund (the Series). For
information about the Prudential Global Growth Fund and the Prudential
International Value Fund, you should contact the Fund.


This section highlights key information about the Series. Additional information
follows the summary.


------------------------------------------
WE'RE GROWTH INVESTORS
We look primarily for stocks of
companies whose earnings are growing at
a faster rate than other companies.
These companies typically have
characteristics such as above average
growth in earnings and cash flow,
improving profitability, strong balance
sheets, management strength and strong
market share for its products. We also
try to buy such stocks at attractive
prices in relation to their growth
prospects.
------------------------------------------


INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is LONG-TERM GROWTH OF CAPITAL. We seek to achieve our
objective through investment in equity-related securities of foreign issuers.
This means we look for investments that we think will increase in value over a
period of years. To achieve our objective, we invest primarily in the common
stock of large and medium-sized FOREIGN COMPANIES. Under normal circumstances,
we invest at least 65% of the Series' total assets in common stock of foreign
companies operating or based in at least five different countries. The Series
may invest up to 30% of its total assets in emerging markets securities, which
include securities of companies located in countries or markets that are defined
as developing or emerging by the International Finance Corporation, the
International Bank for Reconstruction and Development (World Bank) or the United
Nations or its authorities.

     Generally, we consider selling a security when there is an identifiable
change in a company's fundamentals or when our expectations of future earnings
growth become fully reflected in the price of that security.

     While we make every effort to achieve our objective, we can't guarantee
success.


                                                                               1

<PAGE>

Risk/Return Summary


PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risks. Since the
Series invests primarily in common stock and preferred stock, there is the risk
that the value of a particular security we own could go down and you could lose
money. In addition to an individual stock losing value, the value of the EQUITY
MARKETS of the countries in which we invest could go down. There is also the
additional risk that foreign political, economic and legal systems may be less
stable than in the U.S. The changing value of foreign currencies could also
affect the value of the assets we hold and our performance. In the case of
investments in emerging markets securities, these risks are heightened and may
result in greater volatility in the value of your investment.


     There are special risks that may arise with the continuing transition to
the euro as the common currency of the European Monetary Union. These risks
include the possibility that computing, accounting and trading systems will fail
to recognize the euro through the transition period, as well as the possibility
that the euro will cause markets to become more volatile.


     An investment in the Series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

EVALUATING PERFORMANCE

DATA TO BE SUPPLIED



FEES AND EXPENSES

These tables show the sales charges, fees and expenses for each share class of
the Series--Classes A, B, C and Z. Each share class has different sales
charges--known as "loads"--and expenses, but represents an investment in the
same series. Class Z shares are available only to a limited group of investors.
For more information about which share class may be right for you, see "How to
Buy, Sell and Exchange Shares of the Series."


2  Prudential Jennison International Growth Fund        [GRAPHIC] (800) 225-1852


<PAGE>


Risk/Return Summary


<TABLE>
<CAPTION>
  SHAREHOLDER FEES(1) (PAID DIRECTLY FROM YOUR INVESTMENT)
-----------------------------------------------------------------------------------
                                              CLASS A   CLASS B   CLASS C   CLASS Z
<S>                                                <C>               <C>      <C>
  Maximum sales charge (load) imposed on           5%      None      1%       None
    purchases (as a percentage of offering
    price)
  Maximum deferred sales charge (load)           None       5%(2)    1%(3)    None
    imposed on sales (as a percentage
    of the lower of original purchase
    price or sale proceeds)
  Maximum sales charge (load) imposed on         None      None      None     None
    reinvested dividends and other
    distributions

  Redemption fees                                None      None      None     None
  Exchange fee                                   None      None      None     None
----------------------------------------------------------------------------------

  ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM SERIES ASSETS)
-----------------------------------------------------------------------------------
                                              CLASS A   CLASS B   CLASS C   CLASS Z

  Management fees                               .85%       .85%     .85%       .85%
  +  Distribution and service (12b-1) fees      .30%(4)   1.00%     1.00%     None
  +  Other expenses(5)                          .39%       .39%      .39%      .39%
  =  Total annual Series operating expenses    1.54%      2.24%     2.24%     1.24%
  -  Waivers                                    .05%(4)   None      None      None
  =  Net annual Series operating expenses      1.49%(4)   2.24%     2.24%     1.24%
---------------------------------------------------------------------------------
</TABLE>

(1)  YOUR BROKER MAY CHARGE YOU A SEPARATE OR ADDITIONAL FEE FOR PURCHASES AND
     SALES OF SHARES.

(2)  THE CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR CLASS B SHARES DECREASES BY
     1% ANNUALLY TO 1% IN THE FIFTH AND SIXTH YEARS AND 0% IN THE SEVENTH YEAR.
     CLASS B SHARES CONVERT TO CLASS A SHARES APPROXIMATELY SEVEN YEARS AFTER
     PURCHASE.


(3)  THE CDSC FOR CLASS C SHARES IS 1% FOR SHARES REDEEMED WITHIN 18 MONTHS OF
     PURCHASE.


(4)  FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000, THE DISTRIBUTOR OF THE FUND
     HAS CONTRACTUALLY AGREED TO REDUCE ITS DISTRIBUTION AND SERVICE FEES FOR
     CLASS A SHARES TO .25 OF 1% OF THE AVERAGE DAILY NET ASSETS OF THE CLASS A
     SHARES.

(5)  OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.


                                                                               3

<PAGE>


Risk/Return Summary


EXAMPLE

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other mutual funds.

     The example assumes that you invest $10,000 in the Series for the time
periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that
the Series' operating expenses remain the same, except for the Distributor's
reduction of distribution and service (12b-1) fees for Class A shares during the
first year. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

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

                                        1 YR                             3 YRS
  Class A shares                        $644                              $957
  Class B shares                        $727                            $1,000
  Class C shares                        $425                              $793
  Class Z shares                        $126                              $393
-------------------------------------------------------------------------------

You would pay the following expenses on the same investment if you did not sell
your shares:

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

                                        1 YR                             3 YRS
  Class A shares                        $644                              $957
  Class B shares                        $277                              $700
  Class C shares                        $325                              $793
  Class Z shares                        $126                              $393
-------------------------------------------------------------------------------



4  Prudential Jennison International Growth Fund        [GRAPHIC] (800) 225-1852

<PAGE>




How the Series Invests

------------------------------------------
OUR GROWTH STRATEGY
We invest in about 60 securities of
primarily non-U.S. growth companies
whose shares appear attractively valued
on a relative and absolute basis. We
invest in at least five countries
outside of the U.S. We look for
companies that have above-average
actual and potential earnings growth
over the long term and strong financial
and operational characteristics. We
select stocks on the basis of individual
company research. Thus, country,
currency and industry weightings are
primarily the result of individual stock
selections. Although we may invest in
companies of all sizes, we typically
focus on large and medium sized
companies.
------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Series is to seek LONG-TERM GROWTH OF CAPITAL.
We seek to achieve our objective through investment in equity-related securities
of foreign companies. This means we seek investments--primarily the common stock
of foreign companies--that will increase in value over a period of years. A
company is considered to be a FOREIGN COMPANY if it satisfies at least one of
the following criteria:

>    its securities are traded principally on stock exchanges in one or more
     foreign countries;

>    it derives 50% or more of its total revenue from goods produced, sales made
     or services performed in one or more foreign countries;

>    it maintains 50% or more of its assets in one or more foreign countries;

>    it is organized under the laws of a foreign country; or

>    its principal executive office is located in a foreign country.

     While we make every effort to achieve our objective, we can't guarantee
success.

     Under normal conditions, we intend to invest at least 65% of our total
assets in the equity-related securities of foreign companies in at least five
foreign countries. We may invest anywhere in the world, including North America,
Western Europe, the United Kingdom and the Pacific Basin, but GENERALLY NOT THE
U.S.

     The principal type of equity-related security in which the Series invests
is common stock. In addition to common stock, the Series may invest in other
equity-related securities that include, but are not limited to, preferred stock,
rights that can be exercised to obtain stock, warrants and debt securities or
preferred stock convertible or exchangeable for common or preferred stock and
master limited partnerships. The Series may also invest in American Depositary

                                                                               5

<PAGE>

How the Series Invests


Receipts (ADRs). ADRs are certificates that represent an equity investment in a
foreign company or some other foreign issuer. ADRs are usually issued by a U.S.
bank or trust company and are valued in U.S. dollars. We consider ADRs to be
equity-related securities.

     In deciding which stocks to purchase for the Series, we look for growth
companies that have both strong fundamentals and appear to be attractively
valued relative to their growth potential. We use a bottom-up approach in
selecting securities for the Series, which means that we select stocks based on
individual company research, rather than allocating by country or sector. In
researching which stocks to buy, we look at a company's basic financial and
operational characteristics as well as compare the company's stock price to the
price of stocks of other companies that are its competitors, absolute historic
valuation levels for that company's stock, its earnings growth and the price of
existing portfolio holdings. Another important part of our research process is
to have regular contact with management of the companies that we purchase in
order to confirm our earnings expectations and to assess management's ability to
meet its stated goals. Although we may invest in companies of all sizes, we
typically focus on large and medium sized companies.

     Generally, we look for companies that have one or more of the following
characteristics:

     >    actual and potential growth in earnings and cash flow;

     >    actual and improving profitability;

     >    strong balance sheets;

     >    management strength; and

     >    strong market share for the company's products.

     In addition, we typically look for companies whose securities appear to be
attractively valued relative to:

     >    each company's peer group;

     >    absolute historic valuations; and

     >    existing holdings of the Series.

     Generally, we consider selling a security when there is an identifiable
change in a company's fundamentals or when our expectations of future earnings
growth become fully reflected in the price of that security.

     For more information, see "Investment Risks" and the Statement of
Additional Information, "Description of the Series, its Investments and Risks."
The Statement of Additional Information--which we refer to as the SAI-- contains
additional information about the Series. To obtain a copy, see the back cover
page of this prospectus.


6  Prudential Jennison International Growth Fund        [GRAPHIC] (800) 225-1852

<PAGE>


How the Series Invests


     The Series' investment objective is a fundamental policy that cannot be
changed without shareholder approval. The Fund's Board of Directors can change
investment policies that are not fundamental.

OTHER INVESTMENTS AND STRATEGIES

In addition to the principal strategies, we also may use the following
investment strategies to increase the Series' returns or protect its assets if
market conditions warrant.

     The Fund may participate in the initial public offering (IPO) market. IPO
investments may increase the Fund's total returns. As a Fund's assets grow, the
impact of IPO investments will decline which may reduce a Fund's total returns.

MONEY MARKET INSTRUMENTS, BONDS AND OTHER FIXED-INCOME OBLIGATIONS

Money market instruments and bonds are known as fixed-income securities because
issuers of these securities are obligated to pay interest and principal.
Typically, FIXED-INCOME securities don't increase or decrease in value in
relation to an issuer's financial condition or business prospects as stocks may,
although their value does fluctuate inversely to changes in interest rates
generally and directly in relation to their perceived credit quality.
Corporations and governments issue MONEY MARKET INSTRUMENTS and BONDS to raise
money. The Series may buy obligations of companies, foreign countries or the
U.S. Government. Money market instruments include the commercial paper and
short-term obligations of foreign and domestic corporations, banks and
governments and their agencies.

     Generally, the Series will purchase only "INVESTMENT-GRADE" commercial
paper and bonds. This means the commercial paper and bonds have received one of
the four highest quality ratings determined by Moody's Investors Service, Inc.
("Moody's"), or Standard & Poor's Ratings Group (S&P), or one of the other
nationally recognized statistical rating organizations (NRSROs). Obligations
rated in the fourth category (Baa for Moody's or BBB for S&P) have speculative
characteristics and are subject to a greater risk of loss of principal and
interest. On occasion, the Series may buy instruments that are not rated, but
that are of comparable quality to the investment-grade bonds described above.
For more information about bonds and bond ratings, see the SAI, "Appendix I,
Description of Security Ratings."

                                                                               7


<PAGE>

How the Series Invests


TEMPORARY DEFENSIVE INVESTMENTS

In response to adverse market, economic or political conditions, we may
temporarily invest up to100% of the Series' assets in money market instruments
or in the stock and other equity-related securities of U.S. companies. Investing
heavily in money market instruments limits our ability to achieve capital
appreciation, but may help to preserve the Series' assets when global or
international markets are unstable. When the Series is temporarily invested in
equity-related securities of U.S. companies, the Series may achieve capital
appreciation, although not through investment in foreign companies.

REPURCHASE AGREEMENTS

The Series may also use REPURCHASE AGREEMENTS, where a party agrees to sell a
security to the Series and then repurchase it at an agreed-upon price at a
stated time. This creates a fixed return for the Series.

DERIVATIVE STRATEGIES

We may use a number of alternative derivative strategies--including
DERIVATIVES--to try to improve the Series' returns or protect its assets,
although we cannot guarantee these strategies will work, that the instruments
necessary to implement these strategies will be available or that the Series
will not lose money. Derivatives--such as futures, options, foreign currency
forward contracts and options on futures--involve costs and can be volatile.
With derivatives, the investment adviser tries to predict whether the underlying
investment, a security, market index, currency, interest rate or some other
asset, rate or index, will go up or down at some future date. We may use
derivatives to try to reduce risk or to increase return, taking into account the
Series' overall investment objective. The investment adviser will consider other
factors (such as cost) in deciding whether to employ any particular strategy or
use any particular instrument. Any derivatives we may use may not match or
correspond exactly with the Series' actual portfolio holdings. In particular
this will be the case when we use derivatives for return enhancement.

OPTIONS

The Series may purchase and sell put and call options on equity securities,
stock indices and foreign currencies that are traded on U.S. or foreign
securities exchanges, on NASDAQ or in the over-the-counter market. An option is
the right to buy or sell securities or currencies in exchange for a premium. The


8  Prudential Jennison International Growth Fund        [GRAPHIC] (800) 225-1852

<PAGE>


How the Series Invests


Series will sell only covered options. Covered options are described in our SAI
under "Description of the Series, its Investments and Risks--Hedging and Return
Enhancement Strategies."

FUTURES CONTRACTS AND RELATED OPTIONS, FOREIGN CURRENCY FORWARD CONTRACTS

The Series may purchase and sell stock and bond index futures contracts and
related options on stock and bond index futures. The Series also may purchase
and sell futures contracts on foreign currencies and related options on foreign
currency futures contracts. A futures contract is an exchange-traded agreement
to buy or sell a set quantity of an underlying product at a future date or to
make or receive a cash payment based on the value of a securities index on a
stipulated future date. The Series may also enter into foreign currency forward
contracts to protect the value of its assets against future changes in the level
of foreign exchange rates. A foreign currency forward contract is an over-the-
counter obligation to buy or sell a given currency on a future date at a set
price.

     For more information about these strategies, see the SAI, "Description of
the Series, its Investments and Risks--Hedging and Return Enhancement
Strategies."


Additional Strategies


The Series follows certain policies when it BORROWS MONEY (the Series can borrow
up to 331 @3% of the value of its total assets); LENDS ITS SECURITIES to others
(as an operating policy, which may be changed without stockholder approval, the
Series will not lend more than 30% of the value of its total assets, which for
this purpose includes the value of any collateral received in the transaction);
and holds illiquid securities (the Series may hold up to 15% of its net assets
in ILLIQUID SECURITIES, including restricted securities with legal or
contractual restrictions, those without a readily available market and
repurchase agreements with maturities longer than seven days). The Series is
subject to certain investment restrictions that are fundamental policies, which
means they cannot be changed without shareholder approval. For more information
about these restrictions, see "Investment Restrictions" in the SAI.


                                                                               9

<PAGE>


How the Series Invests


INVESTMENT RISKS


As noted previously, all investments involve risk, and investing in the Series
is no exception. This chart outlines the key risks and potential rewards of the
principal investments the Series may make. See, too, "Description of the Series,
Its Investments and Risks" in the SAI.


  INVESTMENT TYPE
  % OF SERIES' TOTAL ASSETS    RISKS                     POTENTIAL REWARDS
--------------------------------------------------------------------------------
                           >   Foreign markets,        > Investors can
  FOREIGN SECURITIES IN        economies and             participate
  GENERAL                      political systems,        in the growth of
                               particularly those in     foreign markets
  AT LEAST 65%; UP TO 100%     developing countries,     through investments in
                               may not be as stable      companies operating in
  UP TO 30% IN EMERGING        as in the U.S.            those markets
  MARKET SECURITIES
                           >   Currency risk--changing
                               values of foreign
                               currencies can cause
                               losses

                           >   May be less liquid
                               than U.S. stocks and bonds

                           >   Differences in
                               foreign laws,
                               accounting standards
                               and public
                               information, custody
                               and settlement
                               practices

                           >   Investment in
                               emerging markets
                               securities are
                               subject to greater
                               volatility and price
                               declines
--------------------------------------------------------------------------------
  COMMON STOCKS AND        >   Individual stock        > Historically, stocks
  OTHER EQUITY-RELATED         could lose value          have outperformed
  SECURITIES                                             other investments over
                                                         the long term
                           >   The equity markets could
  AT LEAST 65%; UP TO 100%     go down, resulting in   > Generally, economic
                               a decline in value of     growth leads to higher
                               the Series investments    corporate profits,
                                                         which leads to an
                           >   Companies that pay        increase in stock
                               dividends may not do      prices, known as
                               so if they don't have     capital appreciation
                               profits
                               or adequate cash flow   > May be a source of
                                                         dividend income
                           >   Changes in economic
                               or political
                               conditions,
                               both domestic and
                               international, may
                               result in
                               a decline in value
                               of  the Series'
                               investments

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


10  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>


How the Series Invests


   INVESTMENT TYPE (CONT'D)
   % OF SERIES' TOTAL ASSETS    RISKS                      POTENTIAL REWARDS
--------------------------------------------------------------------------------

  INVESTMENT-GRADE BONDS    >  Credit risk--the risk   >  A source of regular
                               that                       interest income
  UP TO 35%; USUALLY           the borrower can't
  LESS THAN 10%                pay back the money      >  High quality bonds are
                               borrowed or make           generally more secure
                               interest payments          than stock since
                                                          companies must pay
                            >  Market risk--the risk      their debts before
                               that bonds or other        they pay dividends
                               debt instruments may
                               lose
                               value in the market
                               because interest
                               rates change or there
                               is a lack  of
                               confidence in the
                               borrower

--------------------------------------------------------------------------------
  DERIVATIVES               >  Derivatives used for    >  Derivatives could make
                               risk management may        money and protect
  UP TO 35%; USUALLY           not                        against losses if the
  LESS THAN 10%                fully correspond to        investment analysis
                               the underlying             proves correct
                               positions and this
                               could result in losses  >  Derivatives that
                               to the Series that         involve leverage could
                               would not have             generate substantial
                               otherwise occurred         gains at low
                                                          cost
                            >  Derivatives such as
                               futures, options and    >  One way to manage the
                               foreign currency           Series' risk/return
                               forward contracts may      balance is by locking
                               not have the intended      in the value of an
                               effects and may            investment ahead of
                               result in losses or        time
                               missed opportunities

                            >  The other party to a
                               derivatives contract
                               could default

                            >  Derivatives can
                               increase share price
                               volatility and those
                               that involve leverage
                               could magnify losses

                            >  Certain types of
                               derivatives involve
                               costs that can reduce
                               returns

--------------------------------------------------------------------------------
  ILLIQUID SECURITIES       >  May be difficult to     >  May offer a more
                               value precisely            attractive yield or
  UP TO 15% OF NET ASSETS                                 potential for growth
                            >  May be difficult to        than more widely
                               sell at the time or        traded securities
                               place desired
--------------------------------------------------------------------------------
  MONEY MARKET INSTRUMENTS  >  Limits potential for    >  May preserve the
                               capital appreciation       Series' assets
  UP TO 100% ON A              and achieving our
  TEMPORARY BASIS              objective

                            >  See credit risk and
                               market risk under the
                               heading
                               "Investment-grade
                               bonds" above.


                                                                              11

<PAGE>

How the Series is Managed

BOARD OF DIRECTORS

The Fund's Board of Directors overseas the actions of the Manager, Investment
Adviser and Distributor and decides on general policies. The Board also oversees
the Fund's officers, who conduct and supervise the daily business operations of
the Series.

MANAGER

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077

Under a management agreement with the Fund, PIFM manages the Fund's investment
operations and administers its business affairs. PIFM also is responsible for
supervising the Series' investment adviser. Pursuant to the agreement, PIFM may
receive management fees of .85 of 1% of the average daily net assets of the
Series up to and including $300 million, .75 of 1% of the average daily net
assets of the Series in excess of $300 million and up to and including $1.5
billion, and .70 of 1% of the average daily net assets of the Series over $1.5
billion.


     PIFM and its predecessors have served as manager or administrator to
investment companies since 1987

     As of December 31, 2000, PIFM served as the Manager to all of the
Prudential Mutual Funds, and as Manager or administrator to closed-end
investment companies, with aggregate assets of approximately $76.7 billion.

     The Board of Directors approved a proposal under which the Board may
authorize Prudential Investments Fund Management LLC (PIFM or the Manager),
subject to certain conditions, to enter into or amend subadvisory agreements
without obtaining further shareholder approval. One of the conditions is that
shareholders must first approve the grant of this ongoing authority to the Board
of Directors. The implementation of this proposal also is conditioned upon the
receipt of exemptive relief from the Securities and Exchange Commission
(Commission).

     Subject to the satisfaction of these two conditions, which cannot be
assured, the Manager would be permitted, with Board approval, to employ new
subadvisers for a Series (including subadvisers affiliated with PIFM), change
the terms of a Series' subadvisory agreements or enter into new subadvisory
agreements with existing subadvisers. Shareholders of a Series would continue


12  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>


How the Series is Managed



to have the right to terminate a subadvisory agreement for a Series at any time
by a vote of the majority of the outstanding voting securities of the Series.
Shareholders would be notified of any subadviser changes or other material
amendments to subadvisory agreements that occur under these arrangements.

     The Board of Directors also approved a proposed new management contract
with PIFM. If shareholders approve this new contract, PIFM would be permitted to
allocate and reallocate a Series' assets among the Series' subadvisors,
including The Prudential Investment Corporation (PIC), Jennison Associates LLC
(Jennison) and unaffiliated subadvisers, without obtaining further shareholder
approval.


INVESTMENT ADVISER


Jennison Associates LLC (Jennison) is the Series' investment adviser. Its
address is 466 Lexington Avenue, New York, NY 10017. PIFM has responsibility for
all investment advisory services and supervises Jennison. PIFM pays Jennison at
an annual rate of .60 of 1% of the average daily net assets of the Series up to
and including $300 million, .50 of 1% of the average daily net assets of the
Series in excess of $300 million and up to and including $1.5 billion, and .45
of 1% of the average daily net assets over $1.5 billion. As of September 30,
2000, Jennison managed approximately $___ billion in assets. Jennison has served
as an investment adviser to investment companies since 1990.



                                                                              13

<PAGE>


How the Series is Managed


PORTFOLIO MANAGERS

The Series is co-managed by Howard Moss and Blair Boyer. Mr. Moss and Mr. Boyer
have worked together managing international equity portfolios since 1989.

     HOWARD MOSS has been an Executive Vice President and Director of Jennison
since 1993. Mr. Moss has been in the investment business for 30 years. Mr. Moss
received a B.A. from the University of Liverpool.

     BLAIR BOYER is an Executive Vice President and Director of Jennison and has
been with Jennison since 1993. Mr. Boyer received a B.A. from Bucknell
University and an M.B.A. from New York University.

DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS) distributes the Fund's
shares under a Distribution Agreement with the Fund. The Fund has Distribution
and Service Plans pursuant to Rule 12b-1 under the Investment Company Act. Under
the Plans and the Distribution Agreement, PIMS pays the expenses of distributing
the Series' Class A, B, C and Z shares, and provides certain shareholder support
services. The Series pays distribution and other fees to PIMS as compensation
for its services for each class of shares, other than Class Z. These fees--known
as 12b-1 fees--are shown in the "Fees and Expenses" tables.


14  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>

Series Distributions and Tax Issues

Investors who buy shares of the Series should be aware of some important tax
issues. For example, the Series distributes DIVIDENDS of ordinary income and
distributes realized net CAPITAL GAINS, if any, to shareholders. These
distributions are subject to taxes, unless you hold your shares in a 401(k)
plan, an Individual Retirement Account (IRA) or some other qualified
tax-deferred plan or account. Dividends and distributions from the Series may
also be subject to state income tax in the state where you live.

     Also, if you sell shares of the Series for a profit, you may have to pay
capital gains taxes on the amount of your profit, again unless you hold your
shares in a qualified tax-deferred plan or account.

     The following briefly discusses some of the important federal tax issues
you should be aware of, but is not meant to be tax advice. For tax advice,
please speak with your tax adviser.

DISTRIBUTIONS

The Series distributes DIVIDENDS of any net investment income to shareholders,
typically once a year. For example, if the Series owns ACME Corp. stock and the
stock pays a dividend, the Series will pay out a portion of this dividend to its
shareholders, assuming the Series' income is more than its costs and expenses.
The dividends you receive from the Series will be taxed as ordinary income,
whether or not they are reinvested in the Series.

     The Series also distributes realized net CAPITAL GAINS to shareholders--
typically once a year. Capital gains are generated when the Series sells its
assets for a profit. For example, if the Series bought 100 shares of ACME Corp.
stock for a total of $1,000 and more than one year later sold the shares for a
total of $1,500, the Series has net long-term capital gains of $500, which it
will pass on to shareholders (assuming the Series' total gains are greater than
any losses it may have). Capital gains are taxed differently depending on how
long the Series holds the security--if a security is held more than one year
before it is sold, LONG-TERM capital gains are taxed at the rate of 20%, but if
the security is held one year or less, SHORT-TERM capital gains are taxed at
rates up to 39.6%. Different rates apply to corporate shareholders.


     For your convenience, Series distributions of dividends and capital gains
are AUTOMATICALLY REINVESTED in the Series without any sales charge. If you ask
us to pay the distributions in cash, we will wire the distribution to your bank
account instead of purchasing more shares of the Series. Either way, the
distributions may be subject to taxes, unless your shares are held in a
qualified


                                                                              15

<PAGE>

Series Distributions and Tax Issues



or tax-deferred plan or account. For more information about automatic
reinvestment and other shareholder services, see "Step 4: Additional Shareholder
Services" in the next section.


TAX ISSUES

FORM 1099


Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own shares
of the Series as part of a qualified or tax-deferred plan or account, your taxes
are deferred, so you will not receive a Form 1099. However, you will receive a
Form 1099 when you take any distributions from your qualified or tax-deferred
plan or account.

     Series distributions are generally taxable to you in the year they are
received, except when we declare certain dividends in October, November or
December of a calendar year, and actually pay them in January of the following
year. In such cases, the dividends are treated as if they were paid on December
31 of the prior year. Corporate shareholders are eligible for the 70%
dividends--received deduction for certain dividends.


WITHHOLDING TAXES

If federal tax law requires you to provide the Series with your tax
identification number and certifications as to your tax status, and you fail to
do this, or if you are otherwise subject to backup withholding, we will withhold
and pay to the U.S. Treasury 31% of your distributions and sale proceeds.
Dividends of net investment income and short-term capital gains paid to a
nonresident foreign shareholder generally will be subject to a U.S. withholding
tax of 30%. This rate may be lower, depending on any tax treaty the U.S. may
have with the shareholder's country.

IF YOU PURCHASE JUST BEFORE RECORD DATE

If you buy shares of the Series just before the record date (the date that
determines who receives the distribution), that distribution will be paid to
you. As explained above, the distribution may be subject to income or capital
gains taxes. You may think you've done well, since you bought shares one day and
soon thereafter received a distribution. That is not so because when dividends
are paid out, the value of each share of the Series decreases by the amount of


16  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>


Series Distributions and Tax Issues

the dividend to reflect the payout, although this may not be apparent because
the value of each share of the Series also will be affected by the market
changes, if any. The distribution you receive makes up for the decrease in share
value. However, the timing of your purchase does mean that part of your
investment came back to you as taxable income.

QUALIFIED OR TAX-DEFERRED RETIREMENT PLANS

Retirement plans and accounts allow you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible, although distributions from these plans generally are taxable. In
the case of Roth IRA accounts, contributions are not tax deductible, but
distributions from the plan may be tax free. Please contact your financial
adviser for information on a variety of retirement plans offered by The
Prudential Insurance Company of America.

IF YOU SELL OR EXCHANGE YOUR SHARES

---------------------------------------------------
                         +$   CAPITAL GAIN
                              (taxes owed)

RECEIPTS FROM SALE ----> OR

                         -$   CAPITAL LOSS
                              (offset against gain)
---------------------------------------------------

If you sell any shares of the Series for a profit, you have realized a capital
gain, which is subject to tax unless you hold shares in a qualified tax-deferred
plan or account. The amount of tax you pay depends on how long you owned your
shares. If you sell shares of the Series for a loss, you may have a capital
loss, which you may use to offset certain capital gains you have.

     If you sell shares and realize a loss, you will not be permitted to use the
loss to the extent you replace the shares (including pursuant to the
reinvestment of a dividend) within a 61-day period (beginning 30 days before the
sale of the shares). If you acquire shares of the Series and sell your shares
within 90 days, you may not be allowed to include certain charges incurred in
acquiring the shares for purposes of calculating gain or loss realized upon the
sale of the shares.

     Exchanging your shares of the Series for the shares of another Prudential
Mutual Fund is considered a sale for tax purposes. In other words, it's a
"taxable event." Therefore, if the shares you exchanged have increased in value
since you purchased them, you have capital gains, which are subject to the taxes
described above.


                                                                              17

<PAGE>


Series Distributions and Tax Issues

     Any gain or loss you may have from selling or exchanging Series shares will
not be reported on Form 1099. Therefore, unless you hold your shares in a
qualified tax-deferred plan or account, you or your financial adviser should
keep track of the dates on which you buy and sell--or exchange--Series shares,
as well as the amount of any gain or loss on each transaction. For tax advice,
please see your tax adviser.

AUTOMATIC CONVERSION OF CLASS B SHARES

We have obtained a legal opinion that the conversion of Class B shares into
Class A shares--which happens automatically approximately seven years after
purchase--is not a "taxable event" because it does not involve an actual sale of
your Class B shares. This opinion, however, is not binding on the IRS. For more
information about the automatic conversion of Class B shares, see "Class B
Shares Convert to Class A Shares After Approximately Seven Years" in the next
section.



18  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

HOW TO BUY SHARES

STEP 1: OPEN AN ACCOUNT

If you don't have an account with us or a securities firm that is permitted to
buy or sell shares of the Series for you, call Prudential Mutual Fund Services
LLC (PMFS) at (800) 225-1852 or contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: INVESTMENT SERVICES
P.O. BOX 8179
PHILADELPHIA, PA 19101-8179

     You may purchase shares by check or wire. We do not accept cash or money
orders. To purchase by wire, call the number above to obtain an application.
After PMFS receives your completed application, you will receive an account
number. For additional information about purchasing shares of the Series, see
the back cover page of this prospectus. We have the right to reject any purchase
order (including an exchange into the Series) or suspend the Series' sale of its
shares.


STEP 2: CHOOSE A SHARE CLASS

Individual investors can choose among Class A, Class B, Class C, and Class Z
shares of the Series, although Class Z shares are available only to a limited
group of investors.

     Multiple share classes let you choose a cost structure that better meets
your needs. With Class A shares, you pay the sales charge at the time of
purchase, but the operating expenses each year are lower than the expenses of
Class B and Class C shares. With Class B shares, you only pay a sales charge if
you sell your shares within six years (that is why it is called a Contingent
Deferred Sales Charge, or CDSC), but the operating expenses each year are higher
than the Class A share expenses. With Class C shares, you pay a 1% front-end
sales charge and a 1% CDSC if you sell within 18 months of purchase, but the
operating expenses are also higher than the expenses for Class A shares.

     When choosing a share class, you should consider the following:

     o    The amount of your investment

     o    The length of time you expect to hold the shares and the impact of the
          varying distribution fees

     o    The different sales charges that apply to each share class--Class A's
          front-end sales charge vs. Class B's CDSC vs. Class C's low front-end
          sales charge and low CDSC

     o    Whether you qualify for any reduction or waiver of sales charges

                                                                              19

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series


     o    The fact that Class B shares automatically convert to Class A shares
          approximately seven years after purchase

     o    Whether you qualify to purchase Class Z shares

     See "How to Sell Your Shares" for a description of the impact of CDSCs.

SHARE CLASS COMPARISON. Use this chart to help you compare the Series' different
share classes. The discussion following this chart will tell you whether you are
entitled to a reduction or waiver of any sales charges.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                Class A             Class B            Class C             Class Z
<S>                              <C>                 <C>                <C>
  Minimum purchase               $1,000              $1,000             $2,500              None
     amount(1)

  Minimum amount for             $100                $100               $100                None
     subsequent purchases1

  Maximum initial                5% of the           None               1% of the           None
     sales charge                   public                                 public
                                    offering price                         offering price

  Contingent Deferred            None                If Sold During:       1% on sales      None
     Sales Charge (CDSC)(2)                             Year 1  5%         made within
                                                        Year 2  4%         18 months
                                                        Year 3  3%         of purchase2
                                                        Year 4  2%
                                                        Year 5/6  1%
                                                        Year 7  0%

  Annual distribution            .30 of 1%           1%                 1%                  None
     and service (12b-1)            (.25 of 1%
     fees (shown as a               currently)
     percentage of average
     net assets)(3)
</TABLE>


(1)  THE MINIMUM INITIAL INVESTMENT REQUIREMENTS DO NOT APPLY TO CERTAIN
     RETIREMENT AND EMPLOYEE SAVINGS PLANS AND CUSTODIAL ACCOUNTS FOR MINORS.
     THE MINIMUM INVESTMENT FOR PURCHASES MADE THROUGH THE AUTOMATIC INVESTMENT
     PLAN IS $50. FOR MORE INFORMATION, SEE "ADDITIONAL SHAREHOLDER
     SERVICES--AUTOMATIC INVESTMENT PLAN."


(2)  FOR MORE INFORMATION ABOUT THE CDSC AND HOW IT IS CALCULATED, SEE
     "CONTINGENT DEFERRED SALES CHARGES (CDSC)."

(3)  THESE DISTRIBUTION AND SERVICE FEES ARE PAID FROM THE SERIES' ASSETS ON A
     CONTINUOUS BASIS. OVER TIME, THE FEES WILL INCREASE THE COST OF YOUR
     INVESTMENT AND MAY COST YOU MORE THAN PAYING OTHER TYPES OF SALES CHARGES.
     THE SERVICE FEE FOR EACH OF CLASS A, CLASS B AND CLASS C SHARES IS .25 OF
     1%. THE DISTRIBUTION FEE FOR CLASS A SHARES IS LIMITED TO .30 OF 1%
     (INCLUDING THE .25 OF 1% SERVICE FEE ) AND IS .75 OF 1% FOR EACH OF CLASS B
     AND CLASS C SHARES. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2000, THE
     DISTRIBUTOR OF THE FUND HAS CONTRACTUALLY AGREED TO REDUCE ITS DISTRIBUTION
     AND SERVICE (12B-1) FEES FOR CLASS A SHARES TO .25 OF 1% OF THE AVERAGE
     DAILY NET ASSETS OF THE CLASS A SHARES.



20  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852



<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

REDUCING OR WAIVING CLASS A'S INITIAL SALES CHARGE

The following describes the different ways investors can reduce or avoid paying
Class A's initial sales charge.

INCREASE THE AMOUNT OF YOUR INVESTMENT. You can reduce Class A's sales charge by
increasing the amount of your investment. This table shows how the sales charge
decreases as the amount of your investment increases.

--------------------------------------------------------------------------------
                            SALES CHARGE AS %   SALES CHARGE AS %      DEALER
  AMOUNT OF PURCHASE        OF OFFERING PRICE   OF AMOUNT INVESTED     ALLOWANCE
  Less than $25,000         5.00%                5.26%                 4.75%
  $25,000 to $49,999        4.50%                4.71%                 4.25%
  $50,000 to $99,999        4.00%                4.17%                 3.75%
  $100,000 to $249,999      3.25%                3.36%                 3.00%
  $250,000 to $499,999      2.50%                2.56%                 2.40%
  $500,000 to $999,999      2.00%                2.04%                 1.90%
  $1 million and above*     None                 None                  None
--------------------------------------------------------------------------------

*    IF YOU INVEST $1 MILLION OR MORE, YOU CAN BUY ONLY CLASS A SHARES, UNLESS
     YOU QUALIFY TO BUY CLASS Z SHARES.

     To satisfy the purchase amounts above, you can

     >    Invest with a group of investors who are related to you;

     >    Buy the Class A shares of two or more Prudential Mutual Funds at the
          same time;


     >  Use your RIGHTS OF ACCUMULATION, which allow you to combine the current
        value of Prudential Mutual Fund shares you already own (excluding money
        market funds not acquired through the exchange privilege) with the value
        of the shares you are purchasing for purposes of determining the
        applicable sales charge (Note: you must notify the Transfer Agent if you
        qualify for Rights of Accumulation); or

     >  Sign a LETTER OF INTENT, stating in writing that you or a group of
        investors will invest a specific dollar amount in the Series or other
        Prudential mutual funds within 13 months.


     The Distributor may reallow Class A's sales charge to dealers.


                                                                              21


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

BENEFIT PLANS. Certain group retirement and savings plans may purchase Class A
shares without the initial sales charge if they meet the required minimum for
amount of assets, average account balance or number of eligible employees. For
more information about these requirements, call Prudential at (800) 353-2847.

MUTUAL SERIES PROGRAMS. The initial sales charge will be waived for investors in
certain programs sponsored by broker-dealers, investment advisers and financial
planners who have agreements with Prudential Investments Advisory Group relating
to:

     >    Mutual fund "wrap" or asset allocation program, where the sponsor
          places fund trades and charges its clients a management, consulting or
          other fee for its services, or

     >    Mutual fund "supermarket" programs where the sponsor links its
          clients' accounts to a master account in the sponsor's name and the
          sponsor charges a fee for its services.

     Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Series in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Other investors pay no sales charges, including
certain officers, employees or agents of Prudential and its affiliates, the
Prudential mutual funds, the subadvisers of the Prudential mutual funds and
registered representatives and employees of brokers that have entered into a
selected dealer agreement with the Distributor. To qualify for a reduction or
waiver of the sales charge, you must notify the Transfer Agent or your broker at
the time of purchase. For more information about reducing or eliminating Class
A's sales charge, see the SAI, "Purchase, Redemption and Pricing of Series
Shares--Reduction and Waiver of Initial Sales Charges--Class A Shares."

WAIVING CLASS C'S INITIAL SALES CHARGE

BENEFIT PLANS. Certain group retirements plans may purchase Class C shares
without the initial sales charge. For more information, call Prudential at (800)
353-2847.


22  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852



<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

INVESTMENT OF REDEMPTION PROCEEDS FROM OTHER INVESTMENT COMPANIES. The initial
sales charge will be waived for purchases of Class C shares if the purchase is
made with money from the redemption of shares of any unaffiliated investment
company, as long as the shares were not held in an account at Prudential
Securities Incorporated or one of its affiliates. These purchases must be made
within 60 days of the redemption. To qualify for this waiver, you must:

     >    purchase your shares through an account at Prudential Securities;

     >    purchase your shares through an ADVANTAGE Account or an Investor
          Account with Pruco Securities Corporation; or

     >    purchase your shares through other brokers.


     The waiver is not available to investors who purchase shares directly from
the Transfer Agent. If you are entitled to the waiver, you must notify your
broker, who may require any supporting documents it considers appropriate.



QUALIFYING FOR CLASS Z SHARES

BENEFIT PLANS. Certain group retirement plans may purchase Class Z shares if
they meet the required minimum for amount of assets, average account balance or
number of eligible employees. For more information about these requirements,
call Prudential at (800) 353-2847.

MUTUAL FUND PROGRAMS. Class Z shares also can be purchased by participants in
any fee-based program or trust program sponsored by Prudential or an affiliate
that includes the Series as an available option. Class Z shares also can be
purchased by investors in certain programs sponsored by broker-dealers,
investment advisers and financial planners who have agreements with Prudential
Investments Advisory Group relating to:

     >    Mutual fund "wrap" or asset allocation programs where the sponsor
          places fund trades, links its clients' accounts to a master account in
          the sponsor's name and charges its clients a management, consulting or
          other fee for its services, or

     >    Mutual fund "supermarket" programs, where the sponsor links its
          clients' accounts to a master account in the sponsor's name and the
          sponsor charges a fee for its services.


                                                                              23

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series


     Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Series in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Class Z shares also can be purchased by any of the
following:

     >    Certain participants in the MEDLEY Program (group variable annuity
          contracts) sponsored by Prudential for whom Class Z shares of the
          Prudential mutual funds are an available option,

     >    Current and former Directors/Trustees of the Prudential mutual funds
          (including the Series), and

     >    Prudential, with an investment of $10 million or more.

     In connection with the sales of shares, the Manager, the Distributor or one
of their affiliates may pay brokers, financial advisers and other persons a
commission of up to 4% of the purchase price for Class B shares, up to 2% of the
purchase price for Class C shares and a finder's fee for Class A or Class Z
shares from their own resources based on a percentage of the net asset value of
shares sold or otherwise.

CLASS B SHARES CONVERT TO CLASS A SHARES AFTER APPROXIMATELY SEVEN YEARS
If you buy Class B shares and hold them for approximately seven years, we will
automatically convert them into Class A shares without charge. At that time, we
will also convert any Class B shares that you purchased with reinvested
dividends and other distributions. Since the 12b-1 fees for Class A shares are
lower than for Class B shares, converting to Class A shares lowers your Series
expenses.

     When we do the conversion, you will get fewer Class A shares than the
number of Class B shares converted if the price of the Class A shares is higher
than the price of Class B shares. The total dollar value will be the same, so
you will not have lost any money by getting fewer Class A shares. We do the
conversions quarterly, not on the anniversary date of your purchase. For more
information, see the SAI, "Purchase, Redemption and Pricing of Series
Shares--Conversion Feature--Class B Shares."


24  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852



<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

----------------------------------------
MUTUAL FUND SHARES
The NAV of mutual fund shares changes
every day because the value of a fund's
portfolio changes constantly. For
example, if fund XYZ holds ACME Corp.
stock in its portfolio and the price of
ACME stock goes up, while the value of
the fund's other holdings remains the
same and expenses don't change, the NAV
of fund XYZ will increase.
----------------------------------------

STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY

The price you pay for each share of the Series is based on the share value. The
share value of a mutual fund--known as the NET ASSET VALUE or NAV--is determined
by a simple calculation--it's the total value of a fund (assets minus
liabilities) divided by the total number of shares outstanding. For example, if
the value of the investments held by fund XYZ (minus its expenses) is $1,000 and
there are 100 shares of fund XYZ owned by shareholders, the price of one share
of the fund--or the NAV--is $10 ($1,000 divided by 100). Portfolio securities
are valued based upon market quotations or, if not readily available, at fair
value as determined in good faith under procedures established by the Fund's
Board. Most national newspapers report the NAVs of most mutual funds, which
allows investors to check the price of mutual funds daily.

     We determine the NAV of our shares once each business day at 4:15 p.m. New
York time on days that the New York Stock Exchange (NYSE) is open for trading.
The NYSE is closed on national holidays and Good Friday. Because the Series
invests in foreign securities, its NAV can change on days when you cannot buy or
sell shares. We do not determine NAV on days when we have not received any
orders to purchase, sell or exchange Series shares, or when changes in the value
of the Series' portfolio do not materially affect the NAV.

WHAT PRICE WILL YOU PAY FOR SHARES OF THE SERIES?

For Class A and Class C shares, you'll pay the public offering price, which is
the NAV next determined after we receive your order to purchase, plus an initial
sales charge (unless you're entitled to a waiver). For Class B and Class Z
shares, you will pay the NAV next determined after we receive your order to
purchase (remember, there are no up-front sales charges for these share
classes). Your broker may charge a separate or additional fee for purchases of
shares.


                                                                              25

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series


STEP 4: ADDITIONAL SHAREHOLDER SERVICES

As a Series shareholder, you can take advantage of the following services and
privileges:

AUTOMATIC REINVESTMENT. As we explained in the "Series Distributions and Tax
Issues" section, the Series pays out--or distributes--its net investment income
and capital gains to all shareholders. For your convenience, we will
automatically reinvest your distributions in the Series at NAV without any sales
charge. If you want your distributions paid in cash, you can indicate this
preference on your application, notify your broker, or notify the Transfer Agent
in writing (at the address below) at least five business days before the date we
determine who receives dividends.


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: ACCOUNT MAINTENANCE
P.O. BOX 8159
PHILADELPHIA, PA 19101


AUTOMATIC INVESTMENT PLAN. You can make regular purchases of the Series for as
little as $50 by having the funds automatically withdrawn from your bank or
brokerage account at specified intervals.

RETIREMENT PLAN SERVICES. Prudential offers a wide variety of retirement plans
for individuals and institutions, including large and small businesses. For
information on IRAs, including Roth IRAs, or SEP-IRAs for a one-person business,
please contact your financial adviser. If you are interested in opening a 401(k)
or other company-sponsored retirement plan (SIMPLES, SEP plans, Keoghs,
403(b)(7) plans, pension and profit-sharing plans), your financial adviser will
help you determine which retirement plan best meets your needs. Complete
instructions about how to establish and maintain your plan and how to open
accounts for you and your employees will be included in the retirement plan kit
you receive in the mail.

THE PRUTECTOR PROGRAM. Optional group term life insurance--which protects the
value of your Prudential Mutual Fund investment for your beneficiaries against
market declines--is available to investors who purchase their shares through
Prudential. Eligible investors who apply for PruTector coverage after the
initial 6-month enrollment period will need to provide satisfactory evidence of



26  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852



<PAGE>


How to Buy, Sell and
Exchange Shares of the Series


insurability. This insurance is subject to other restrictions and is not
available in all states.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available that will
provide you with monthly, quarterly, semi-annual or annual redemption checks.
Remember, the sale of Class B and Class C shares may be subject to a CDSC.

REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which contain important
financial information about the Series. To reduce Series expenses, we will send
one annual shareholder report, one semi-annual shareholder report and one annual
prospectus per household, unless you instruct us or your broker otherwise.

HOW TO SELL YOUR SHARES
You can sell your shares of the Series for cash (in the form of a check) at any
time, subject to certain restrictions.

     When you sell shares of the Series--also known as REDEEMING your
shares--the price you will receive will be the NAV next determined after the
Transfer Agent, the Distributor or your broker receives your order to sell. If
your broker holds your shares, he must receive your order to sell by 4:15 p.m.
New York time to process the sale on that day. Otherwise, contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: REDEMPTION SERVICES
P.O. BOX 8149
PHILADELPHIA, PA 19101


     Generally, we will pay you for the shares that you sell within seven days
after the Transfer Agent, the Distributor or your broker receives your sell
order. If you hold shares through a broker, payment will be credited to your
account. If you are selling shares you recently purchased with a check, we may
delay sending you the proceeds until your check clears, which can take up to 10
days from the purchase date. You can avoid delay if you purchase shares by wire,
certified check or cashier's check. Your broker may charge a separate or
additional fee for purchases and sales of shares.


EXPEDITED REDEMPTION PRIVILEGE

If you have selected the Expedited Redemption Privilege, you may have your
redemption proceeds sent directly to your bank account. Expedited redemption




                                                                              27

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series




requests may be made by telephone or letter, must be received by the Fund prior
to 4:15 p.m., New York Time, to receive a redemption amount based on that day's
NAV and are subject to the terms and conditions regarding the redemption of
shares. For more information, see "Purchase, Redemption and Pricing of Fund
Shares - Expedited Redemption Privilege" in the Statement of Additional
Information. The Expedited Redemption Privilege may be modified or terminated at
any time without notice.


RESTRICTIONS ON SALES


There are certain times when you may not be able to sell shares of the Series,
or when we may delay paying you the proceeds from a sale. As permitted by the
Securities and Exchange Commission, this may happen during unusual market
conditions or emergencies when the Series can't determine the value of its
assets or sell its holdings. For more information, see the SAI, "Purchase,
Redemption and Pricing of Series Shares--Sale of Shares."


     If you are selling more than $100,000 of shares, you want the check sent to
someone or some place that is not in our records or you are a business or a
trust and you hold shares directly with the Transfer Agent, you may have to have
the signature on your sell order signature guaranteed by an "eligible guarantor
institution." An "eligible guarantor institution" includes any bank,
broker-dealer or credit union. For more information, see the SAI, "Purchase,
Redemption and Pricing of Series Shares--Sale of Shares."

CONTINGENT DEFERRED SALES CHARGES (CDSC)

If you sell Class B shares within six years of purchase or Class C shares within
18 months of purchase, you will have to pay a CDSC. To keep the CDSC as low as
possible, we will sell amounts representing shares in the following order:

     >    Amounts representing shares you purchased with reinvested dividends
          and distributions

     >    Amounts representing shares that represent the increase in NAV above
          the total amount of payments for shares made during the past six years
          for class B shares and 18 months for Class C shares

     >    Amounts representing the cost of shares held beyond the CDSC period
          (six years for Class B shares and 18 months for Class C shares)

     Since shares that fall into any of the categories listed above are not
subject to the CDSC, selling them first helps you to avoid--or at least
minimize--the CDSC.

     Having sold the exempt shares first, if there are any remaining shares that
are subject to the CDSC, we will apply the CDSC to amounts representing the


28  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852



<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

cost of shares held for the longest period of time within the applicable CDSC
period.

     As we noted before in the "Share Class Comparison" chart, the CDSC for
Class B shares is 5% in the first year, 4% in the second, 3% in the third, 2% in
the fourth and 1% in the fifth and sixth years. The rate decreases on the first
day of the month following the anniversary date of your purchase, not on the
anniversary date itself. The CDSC is 1% for Class C shares--which is applied to
shares sold within 18 months of purchase. For both Class B and Class C shares,
the CDSC is the lesser of the original purchase price or the redemption
proceeds. For purposes of determining how long you've held your shares, all
purchases during the month are grouped together and considered to have been made
on the last day of the month.

     The holding period for purposes of determining the applicable CDSC will be
calculated from the first day of the month after initial purchase, excluding any
time shares were held in a money market fund.

WAIVER OF THE CDSC--CLASS B SHARES

The CDSC will be waived if the Class B shares are sold:

     >    After a shareholder is deceased or disabled (or, in the case of a
          trust account, the death or disability of the grantor). This waiver
          applies to individual shareholders, as well as shares owned in joint
          tenancy, provided the shares were purchased before the death or
          disability;

     >    To provide for certain distributions--made without IRS penalty--from a
          tax-deferred retirement plan, IRA, or Section 403(b) custodial
          account; and

     >    On certain sales from a Systematic Withdrawal Plan.

     For more information on the above and other waivers, see the SAI,
"Purchase, Redemption and Pricing of Series Shares--Waiver of the Contingent
Deferred Sales Charges--Class B Shares."

WAIVER OF THE CDSC--CLASS C SHARES

BENEFIT PLANS The CDSC will be waived for redemptions by certain group
retirement plans for which Prudential or brokers not affiliated with Prudential
provide administrative or recordkeeping services. The CDSC will also be waived
for certain redemptions by benefit plans sponsored by Prudential and its
affiliates. For more information, call Prudential at (800) 353-2847.

                                                                              29

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series


REDEMPTION IN KIND

If the sales of Series shares you make during any 90-day period reach the lesser
of $250,000 or 1% of the value of the Series' net assets, we can then give you
securities from the Series' portfolio instead of cash. If you want to sell the
securities for cash, you would have to pay the costs charged by a broker.

SMALL ACCOUNTS

If you make a sale that reduces your account value to less than $500, we may
sell the rest of your shares (without charging any CDSC) and close your account.
We would do this to minimize the Series' expenses paid by other shareholders. We
will give you 60 days' notice, during which time you can purchase additional
shares to avoid this action. This involuntary sale does not apply to
shareholders who own their shares as part of a 401(k) plan, an IRA or some other
qualified tax-deferred plan or account.

90-DAY REPURCHASE PRIVILEGE


After you redeem your shares, you have a 90-day period during which you may
reinvest any of the redemption proceeds in shares of the same Series and account
without paying an initial sales charge. Also, if you paid a CDSC when you
redeemed your shares, we will credit your account with the appropriate number of
shares to reflect the amount of the CDSC you paid. In order to take advantage of
this one-time privilege, you must notify the Transfer Agent or your broker at
the time of the repurchase. See the SAI, "Purchase, Redemption and Pricing of
Series Shares--Sale of Shares."


RETIREMENT PLANS

To sell shares and receive a distribution from your retirement account, call
your broker or the Transfer Agent for a distribution request form. There are
special distribution and income tax withholding requirements for distributions
from retirement plans and you must submit a withholding form with your request
to avoid delay. If your retirement plan account is held for you by your employer
or plan trustee, you must arrange for the distribution request to be signed and
sent by the plan administrator or trustee. For additional information, see the
SAI.

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares of the Series for shares of the same class in
certain other Prudential Mutual Funds--including certain money market funds--if
you satisfy the minimum investment requirements. For example, you

30  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

can exchange Class A shares of the Series for Class A shares of another
Prudential Mutual Fund, but you can't exchange Class A shares for Class B, Class
C or Class Z shares. Class B and C shares may not be exchanged into money market
funds other than Prudential Special Money Market Fund, Inc. After an exchange,
at redemption, the CDSC will be calculated from the first day of the month after
initial purchase, excluding any time shares were held in a money market fund. We
may change the terms of the exchange privilege after giving you 60 days' notice.

     If you hold shares through a broker, you must exchange shares through your
broker. Otherwise contact:


PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: EXCHANGE PROCESSING
P.O. BOX 8157
PHILADELPHIA, PA 19101



     There is no sales charge for such exchanges. However, if you exchange--and
then sell--Class B shares within approximately six years of your original
purchase or Class C shares within 18 months of your original purchase, you must
still pay the applicable CDSC. If you have exchanged Class B or Class C shares
into a money market fund, the time you hold the shares in the money market
account will not be counted in calculating the required holding periods for CDSC
liability.

     Remember, as we explained in the section entitled "Series Distributions and
Tax Issues--If You Sell or Exchange Your Shares," exchanging shares is
considered a sale for tax purposes. Therefore, if the shares you exchange are
worth more than you paid for them, you may have to pay capital gains tax. For
additional information about exchanging shares, see the SAI, "Shareholder
Investment Account--Exchange Privilege."

     If you own Class B or Class C shares and qualify to purchase either Class A
shares without paying an initial sales charge or Class Z shares, we will
automatically exchange your Class B or Class C shares which are not subject to a
CDSC for Class A or Class Z shares, as appropriate. We make such exchanges on a
quarterly basis if you qualify for this exchange privilege. We have obtained a
legal opinion that this exchange is not a "taxable event" for federal income tax
purposes. This opinion is not binding on the IRS.

FREQUENT TRADING

Frequent trading of Series shares in response to short-term fluctuations in the
market--also known as "market timing"--may make it very difficult to manage


                                                                              31

<PAGE>


How to Buy, Sell and
Exchange Shares of the Series

the Series' investments. Also when market timing occurs, the Series may have to
sell portfolio securities to have the cash necessary to redeem the market
timer's shares. This can happen at a time when it is not advantageous to sell
any securities, so the Series' performance may be hurt. When large dollar
amounts are involved, market timing can also make it difficult to use long-term
investment strategies because we cannot predict how much cash the fund will have
to invest. When, in our opinion, such activity would have a disruptive effect on
portfolio management, the Series reserves the right to refuse purchase orders
and exchanges into the Series by any person, group or commonly controlled
accounts. The decision may be based upon dollar amount, volume and frequency of
trading. The Series may notify a market timer of rejection of an exchange or
purchase order subsequent to the day the order is placed. If the Series allows a
market timer to trade Series shares, it may require the market timer to enter
into a written agreement to follow certain procedures and limitations.


TELEPHONE REDEMPTIONS AND EXCHANGES


You may redeem or exchange your shares in any amount by calling the Fund at
(800) 225-1825. In order to redeem or exchange your shares by telephone, you
must call the Fund before 4:15 p.m., New York time, to receive a redemption
amount based on that day's NAV.

     The Fund's Transfer Agent will record your telephone instructions and
request specific account information before redeeming or exchanging shares. The
Fund will not be liable if it follows instructions that it reasonably believes
are made by the shareholder. If the Fund does not follow reasonable procedures
it may be liable for losses due to unauthorized or fraudulent telephone
instructions.


     In the event of drastic economic or market changes, you may have difficulty
in redeeming or exchanging your shares by telephone. If this occurs, you should
consider redeeming or exchanging your shares by mail or through your broker.

     The telephone redemption and exchange privileges may be modified or
terminated at any time. If this occurs, you will receive a written notice from
the Fund.




32  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>

Financial Highlights


The financial highlights below are intended to help you evaluate the financial
performance of the Series. The TOTAL RETURN in each chart represents the rate
that a shareholder earned on an investment in that share class of the Fund,
assuming reinvestment of all dividends and other distributions. The information
is for each share class for the periods indicated.

     Review each chart with the financial statements and report of independent
accountants, which appear in the SAI and are available upon request. Additional
performance information for each share class is contained in the annual report,
which you can receive at no charge as described on the back cover of this
prospectus.



                                                                              33

<PAGE>


Financial Highlights



PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND:
CLASS A SHARES

The financial highlights for the period ended October 31, 2000 were audited by
independent accountants.

CLASS A SHARES (FISCAL YEAR ENDED 10-31)
PER SHARE OPERATING PERFORMANCE                                            2000
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss
Net realized and unrealized gain
  on investment and foreign
  currency transactions
TOTAL FROM INVESTMENT OPERATIONS
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions in excess of net
  investment income
Distributions from net realized
  capital gains
TOTAL DISTRIBUTIONS
NET ASSET VALUE, END OF YEAR
TOTAL RETURN1
--------------------------------------------------------------------------------
Ratios/Supplemental Data                                                   2000
--------------------------------------------------------------------------------
NET ASSETS, END OF YEAR (000)
Average net assets (000)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution and
  service (12b-1) fees
Expenses, excluding distribution and
  service (12b-1) fees
Net investment income (loss)
Portfolio turnover
--------------------------------------------------------------------------------

(1)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED.




34  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852

<PAGE>


Financial Highlights



PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND:
CLASS B SHARES


The financial highlights for the period ended October 31, 2000 were audited by
independent accountants.

CLASS B SHARES (FISCAL YEAR ENDED 10-31)
PER SHARE OPERATING PERFORMANCE                                            2000
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss
Net realized and unrealized gain
  on investment and foreign
  currency transactions
TOTAL FROM INVESTMENT OPERATIONS
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions in excess of net
  investment income
Distributions from net realized
  capital gains
TOTAL DISTRIBUTIONS
NET ASSET VALUE, END OF YEAR
TOTAL RETURN(1)
--------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA                                                   2000

NET ASSETS, END OF YEAR (000)
Average net assets (000)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution and
  service (12b-1) fees
Expenses, excluding distribution and
  service (12b-1) fees
Net investment income (loss)
Portfolio turnover
--------------------------------------------------------------------------------

(1)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED.



                                                                              35

<PAGE>

Financial Highlights


PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND:
CLASS C SHARES

The financial highlights for the period ended October 31, 2000 were audited by
independent accountants.

CLASS C SHARES (FISCAL YEAR ENDED 10-31)
PER SHARE OPERATING PERFORMANCE                                            2000
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss
Net realized and unrealized gain
  on investment and foreign
  currency transactions
TOTAL FROM INVESTMENT OPERATIONS
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions in excess of net
  investment income2
Distributions from net realized
   capital gains
TOTAL DISTRIBUTIONS
NET ASSET VALUE, END OF YEAR
TOTAL RETURN(1)
--------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA                                                   2000

NET ASSETS, END OF YEAR (000)
Average net assets (000)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution and
  service (12b-1) fees
Expenses, excluding distribution and
  service (12b-1) fees
Net investment income (loss)
Portfolio turnover
--------------------------------------------------------------------------------

(1)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED.


36  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852

<PAGE>



PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND:
CLASS Z SHARES

The financial highlights for the period ended October 31, 2000 were audited by
independent accountants.

CLASS Z SHARES (FISCAL YEAR ENDED 10-31)
PER SHARE OPERATING PERFORMANCE                                            2000
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME FROM INVESTMENT OPERATIONS:
Net investment income
Net realized and unrealized gain
  on investment and foreign
   currency transactions
TOTAL FROM INVESTMENT OPERATIONS
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions in excess of net
   investment income
Distributions from net realized
   capital gains
TOTAL DISTRIBUTIONS
NET ASSET VALUE, END OF PERIOD
TOTAL RETURN(1)
--------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA                                                   2000
NET ASSETS, END OF PERIOD (000)
Average net assets (000)
RATIOS TO AVERAGE NET ASSETS:
Expenses, including distribution fees
Expenses, excluding distribution fees
Net investment income (loss)
Portfolio turnover
--------------------------------------------------------------------------------

(1)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS,
     BUT DOES NOT INCLUDE THE EFFECT OF SALES CHARGES. IT IS CALCULATED ASSUMING
     SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON THE LAST DAY OF EACH
     PERIOD REPORTED. TOTAL RETURN FOR A PERIOD OF LESS THAN A FULL YEAR IS NOT
     ANNUALIZED.



                                                                              37

<PAGE>


The Prudential Mutual Fund Family

Prudential offers a broad range of mutual funds designed to meet your individual
needs. For more information about these funds, contact your financial adviser or
call us at (800) 225-1852. Read the prospectus carefully before you invest or
send money.


STOCK FUNDS
 PRUDENTIAL EMERGING GROWTH FUND, INC.
 PRUDENTIAL EQUITY FUND, INC.
 PRUDENTIAL INDEX SERIES FUND
   PRUDENTIAL STOCK INDEX FUND
 THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
   PRUDENTIAL JENNISON GROWTH FUND
   PRUDENTIAL JENNISON EQUITY OPPORTUNITY
      FUND
 PRUDENTIAL REAL ESTATE SECURITIES FUND
 PRUDENTIAL SECTOR FUNDS, INC.
   PRUDENTIAL FINANCIAL SERVICE FUND
   PRUDENTIAL HEALTH SCIENCES FUND
   PRUDENTIAL TECHNOLOGY FUND
   PRUDENTIAL UTILITY FUND

 PRUDENTIAL SMALL COMPANY FUND, INC.
 PRUDENTIAL TAX-MANAGED FUNDS
   PRUDENTIAL TAX-MANAGED EQUITY FUND
 PRUDENTIAL 20/20 FOCUS FUND
 PRUDENTIAL VALUE FUND
 NICHOLAS-APPLEGATE FUND, INC.
   NICHOLAS-APPLEGATE GROWTH EQUITY FUND

 TARGET FUNDS
   LARGE CAPITALIZATION GROWTH FUND
   LARGE CAPITALIZATION VALUE FUND
   SMALL CAPITALIZATION GROWTH FUND
   SMALL CAPITALIZATION VALUE FUND

ASSET ALLOCATION/BALANCED FUNDS
 PRUDENTIAL DIVERSIFIED FUNDS
   CONSERVATIVE GROWTH FUND
   MODERATE GROWTH FUND
   HIGH GROWTH FUND
 THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
   PRUDENTIAL ACTIVE BALANCED FUND

GLOBAL FUNDS
GLOBAL STOCK FUNDS
PRUDENTIAL EUROPE GROWTH
  FUND, INC.
PRUDENTIAL NATURAL RESOURCES
  FUND, INC.
PRUDENTIAL PACIFIC GROWTH FUND, INC.
PRUDENTIAL WORLD FUND, INC.
  PRUDENTIAL GLOBAL GROWTH FUND
  PRUDENTIAL INTERNATIONAL VALUE FUND
  PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND

GLOBAL UTILITY FUND, INC.
TARGET FUNDS
  INTERNATIONAL EQUITY FUND
 GLOBAL BOND FUNDS
 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
 PRUDENTIAL INTERNATIONAL BOND
   FUND, INC.


38  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852

<PAGE>



BOND FUNDS
Taxable Bond Funds
PRUDENTIAL GOVERNMENT INCOME
  FUND, INC.


PRUDENTIAL GOVERNMENT SECURITIES TRUST
  SHORT-INTERMEDIATE TERM SERIES

PRUDENTIAL HIGH YIELD FUND, INC.
PRUDENTIAL HIGH YIELD TOTAL RETURN
  FUND, INC.


PRUDENTIAL SHORT-TERM CORPORATE BOND FUND, INC.
  INCOME PORTFOLIO


TARGET FUNDS
  TOTAL RETURN BOND FUND

Tax-Exempt Bond Funds
PRUDENTIAL CALIFORNIA MUNICIPAL FUND
   CALIFORNIA SERIES
   CALIFORNIA INCOME SERIES

PRUDENTIAL MUNICIPAL BOND FUND
   HIGH INCOME SERIES
   INSURED SERIES

Prudential Municipal Series Fund
   FLORIDA SERIES
   MASSACHUSETTS SERIES
   NEW JERSEY SERIES
   NEW YORK SERIES
   NORTH CAROLINA SERIES
   OHIO SERIES
   PENNSYLVANIA SERIES
PRUDENTIAL NATIONAL MUNICIPALS
   FUND, INC.

MONEY MARKET FUNDS

TAXABLE MONEY MARKET FUNDS
CASH ACCUMULATION TRUST
   LIQUID ASSETS FUND
   NATIONAL MONEY MARKET FUND

 PRUDENTIAL GOVERNMENT SECURITIES TRUST
   MONEY MARKET SERIES
   U.S. TREASURY MONEY MARKET SERIES

PRUDENTIAL SPECIAL MONEY MARKET
   FUND, INC.
   MONEY MARKET SERIES
PRUDENTIAL MONEYMART ASSETS, INC.

Tax-Free Money Market Funds
PRUDENTIAL TAX-FREE MONEY FUND, INC.
PRUDENTIAL CALIFORNIA MUNICIPAL FUND
   CALIFORNIA MONEY MARKET SERIES

 PRUDENTIAL MUNICIPAL SERIES FUND

   CONNECTICUT MONEY MARKET SERIES
   MASSACHUSETTS MONEY MARKET SERIES
   NEW JERSEY MONEY MARKET SERIES
   NEW YORK MONEY MARKET SERIES

COMMAND FUNDS
 COMMAND MONEY FUND
 COMMAND GOVERNMENT FUND
 COMMAND TAX-FREE FUND

INSTITUTIONAL MONEY MARKET FUNDS
 PRUDENTIAL INSTITUTIONAL LIQUIDITY
   PORTFOLIO, INC.
   INSTITUTIONAL MONEY MARKET SERIES

                                                                              39

<PAGE>


================================================================================


================================================================================


                                     Notes





















--------------------------------------------------------------------------------
40  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>


================================================================================


================================================================================


                                     Notes
















--------------------------------------------------------------------------------
                                                                              41


<PAGE>


            YOUR FINANCIAL SECURITY, YOUR SATISFACTION & YOUR PRIVACY

ACCESSING INFORMATION

     Access to customer information is authorized for Prudential business
purposes only. Employees who have access to customer information are required to
protect it and keep it confidential.

COLLECTING INFORMATION TO CONDUCT BUSINESS

     Prudential collects information about you to help us serve your financial
needs, provide customer service, offer new products or services, and fulfill
legal and regulatory requirements. The type of information that Prudential
collects varies according to the products or services you request, and may
include:

     o    information included on your application and related forms (such as
          name, address, Social Security number, assets and income);

     o    information about your relationships with us (such as products or
          services purchased, account balances and payment history);

     o    information from your employer, benefit plan sponsor, or association
          for any Prudential group product you may have (such as name, address,
          Social Security number, age and marital status);

     o    information from consumer reporting agencies (such as credit
          relationships and history);

     o    information from other non-Prudential sources (such as motor vehicle
          reports, medical information, and demographic information); and

     o    information from visitors to Prudential websites (such as that
          provided through online forms, site visitorship data and online
          information collecting devices known as "cookies").

SECURITY STANDARDS

     We continue to assess new technology to provide additional protection of
your personal information. We safeguard customer information in accordance with
federal standards and established security procedures. Measures we take include
implementation of physical, electronic and procedural safeguards.

SHARING INFORMATION WITHIN PRUDENTIAL

     We may disclose the previously described information about our customers
and former customers to other Prudential businesses, such as our securities
broker-dealers, our insurance companies and agencies, our banks and our real
estate brokerage franchise company. We may share information to:

     o    provide customer service or account maintenance; or

     o    tell you about other products or services offered by Prudential.

SHARING INFORMATION IN OTHER CIRCUMSTANCES

     In compliance with federal and state laws, we may disclose some or all of
     the information we collect about our customers and former customers, as
     described above, to non-Prudential businesses, such as:

     o    companies that perform services for us or on our behalf (such as
          responding to customer requests, providing you with information about
          our products, or maintaining or developing software); or

     o    financial services companies (such as banks, insurance companies,
          securities brokers or dealers) and non-financial companies (such as
          real estate brokers or financial publications) with whom we have
          marketing agreements.

     We will not share medical information or motor vehicle reports for
marketing purposes.

     Many employers or other plan sponsors restrict the information that can be
shared about their employees or members. In our business with institutions, we
always honor these restrictions. If you have a relationship with Prudential as a
result of products or services provided through an employer or other plan
sponsor, we will abide by the specific privacy rules imposed by that
organization.

     We may also disclose information to non-affiliated parties as allowed by
law, such as in responding to a subpoena, preventing fraud, or complying with an
inquiry by a government agency or regulator.

IT'S YOUR CHOICE

     Our customers periodically receive information about products and services
available from the Prudential family of companies, as well as from select
business partners, including financial services and non-financial services
companies with whom we have marketing agreements. Many of our customers
appreciate receiving this information. However, if you do not want us to share
your information for these purposes or communicate offers to you -- either by
phone or mail -- please complete the attached form and return it to us.

     If there are multiple owners of an account, any one of them may request on
behalf of any or all of the others that their information not be disclosed and
their names be removed from our phone or mailing lists.

     While you may receive more than one copy of this notice, if you choose to
limit the sharing of your information, you only need to inform us of your choice
once. Unless you modify this decision, we will continue to honor it.

                             NOT PART OF PROSPECTUS

                                       i

<PAGE>

    THIS  NOTICE  IS  BEING  PROVIDED  ON  BEHALF  OF THE  FOLLOWING  PRUDENTIAL
AFFILIATES:

Prudential Insurance Company of America, The
Prudential Property and Casualty Insurance Company
Prudential Securities Incorporated
Prudential Investment Corporation, The
Prudential Bank and Trust Company, The
Prudential 20/20 Focus Fund
Prudential California Municipal Fund
Prudential Commercial Insurance Company
Prudential Commercial Insurance Company of New
  Jersey, The
Prudential Direct Insurance Agency of Texas, Inc.
Prudential Direct Insurance Agency of Alabama, Inc.
Prudential Direct Insurance Agency of
  Massachusetts, Inc.
Prudential Direct Insurance Agency of New
  Mexico, Inc.
Prudential Direct Insurance Agency of Ohio, Inc.
Prudential Direct Insurance Agency of Wyoming, Inc.
Prudential Direct, Inc.
Prudential Diversified Funds
Prudential Equity Fund, Inc.
Prudential Equity Investors, Inc.
Prudential Europe Growth Fund, Inc.
Prudential General Agency of Ohio, Inc.
Prudential General Insurance Agency of Florida, Inc.
Prudential General Insurance Agency of
  Kentucky, Inc.
Prudential General Insurance Agency of
  Massachusetts, Inc.
Prudential General Insurance Agency of
  Mississippi, Inc.
Prudential General Insurance Agency of Nevada, Inc.
Prudential General Insurance Agency of New
  Mexico, Inc.
Prudential General Insurance Agency of Texas, Inc.
Prudential General Insurance Agency of
  Wyoming, Inc.
Prudential General Insurance Company
Prudential General Insurance Company of
  New Jersey, The
Prudential Global Total Return Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
Prudential High Yield Fund, Inc.
Prudential High Yield Total Return Fund, Inc.
Prudential Index Series Fund
Prudential Institutional Liquidity Portfolio, Inc.
Prudential Insurance Brokerage, Inc.
Prudential International Bond Fund, Inc.
Prudential Investment Management Services LLC
Prudential Investment Portfolios, Inc., The
Prudential Investments Fund Management LLC
Prudential MoneyMart Assets, Inc.
Prudential Municipal Bond Fund
Prudential Municipal Series Fund
Prudential National Municipal Funds, Inc.
Prudential Natural Resources Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Property and Casualty Insurance Company
  of New Jersey, The
Prudential Property and Casualty New Jersey Insur-
  ance Brokerage, Inc., The
Prudential Real Estate Securities Fund
Prudential Savings Bank, F.S.B., The
Prudential Sector Funds, Inc.
Prudential Select Life Insurance Company of
  America
Prudential Series Fund, Inc.. The
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Small Company Fund, Inc.
Prudential Special Money Market Fund, Inc.
Prudential Tax-Free Money Fund, Inc.
Prudential Tax-Managed Funds
Prudential Tax-Managed Small-Cap Fund, Inc.
Prudential Total Return Bond Fund, Inc.
Prudential Trust Company
Prudential U.S. Emerging Growth Fund, Inc.
Prudential Value Fund
Prudential World Fund, Inc.
Pruco Life Insurance Company
Pruco Life Insurance Company of New Jersey
Pruco Securities Corporation
Asia Pacific Fund, Inc., The
Bache Insurance Agency Incorporated
Bache Insurance Agency of Alabama, Inc.
Bache Insurance Agency of Oklahoma, Inc.
Bache Insurance Agency of Texas, Inc.
Cash Accumulation Trust
COMMAND Government Fund
COMMAND Money Fund
COMMAND Tax-Free Fund
Duff & Phelps Utilities Tax-Free Income Fund, Inc.
First Financial Fund, Inc.
Global Utility Fund, Inc.
High Yield Income Fund, Inc., The
High Yield Plus Fund, Inc., The
Hochman & Baker Investment Advisory Services
Hochman & Baker Securities
Hochman & Baker, Inc.
Jennison Associates LLC
Merastar Insurance Company
Nicholas-Applegate Fund, Inc.
Quick Sure Auto Agency
Strategic Partners Series
Target Funds
Target Portfolio Trust, The
Titan Auto Agency, Inc.
Titan Auto Insurance
Titan Auto Insurance of Arizona, Inc.
Titan Auto Insurance of New Mexico
Titan Auto Insurance of Pennsylvania
Titan Auto Insurance, Inc.
Titan Indemnity Company
Titan Insurance Company
Titan Insurance Services, Inc.
Titan National Auto Call Center, Inc.
Victoria Automobile Insurance Company
Victoria Fire & Casualty Company
Victoria Insurance Agency, Inc.
Victoria National Insurance Company
Victoria Select Insurance Company
Victoria Specialty Insurance Company
W.I. of Florida, Inc.
WHI of New York, Inc.
Whitehall Insurance Agency of Texas, Inc.
Whitehall of Indiana, Inc.

In this notice, the phrase "third party" refers to any organization that is not
a Prudential affiliate.

The words "you" and "customer," as used in this notice, mean any individual who
obtains or has obtained a financial product or service from a Prudential
affiliate that is to be used primarily for personal, family, or household
purposes.

We will process your request as quickly as possible. In some cases, 6
to 8 weeks may be required for your request(s) to become effective. Prudential
will continue to provide you with important information about your existing
accounts, including inserts enclosed with your account statements and other
notices regarding the Prudential products that you own. You may also receive
communications from your Prudential Professional or from independently owned and
operated franchisees of The Prudential Real Estate Affiliates, Inc.

If any of your information changes, please let us know so that we can update
your records and continue to serve you as you have requested.

                             NOT PART OF PROSPECTUS

                                       ii
<PAGE>

WE WANT TO KNOW YOUR PREFERENCE

If you do not want us to share the previously described information with
Prudential businesses or non-Prudential businesses, to inform you of other
products or services we believe may be of interest to you, complete item #1. In
addition, if you do not want to receive communications regarding other products
or services by mail or phone, complete item #2.

1. [ ] Do not share my information to inform me of other products or services.

2. Please remove my name from Prudential's corporate marketing lists for
   receiving information:

   [ ] by U.S. mail      [ ] by telephone

TO ENABLE US TO PROCESS YOUR REQUEST, PLEASE PROVIDE YOUR ACCOUNT/POLICY NUMBER
EXACTLY AS IT APPEARS ON YOUR STATEMENT:

-------------------------------------------------
 Account/Policy Number (required for processing)

PLEASE PRINT YOUR NAME AND ADDRESS EXACTLY AS IT APPEARS ON YOUR STATEMENT:

----------------------------------      NAMES OF JOINT OWNERS
 Last Name

----------------------------------      ----------------------------------------
 First Name                               Last Name

----------------------------------      ----------------------------------------
 Address (Line 1)                         First Name

----------------------------------      ----------------------------------------
 Address (Line 2)                         Address (Line 1)

----------------------------------      ----------------------------------------
 City                                     Address (Line 2)

----------------------------------      ----------------------------------------
 State                   ZIP Code         City

----------------------------------      ----------------------------------------
 (Area Code) Phone Number                 State                        ZIP Code


MAIL TO:
PRUDENTIAL -- CUSTOMER PRIVACY          ----------------------------------------
P.O. BOX 4600                             Last Name
TRENTON, NEW JERSEY 08650
                                        ----------------------------------------
                                          First Name

                                        ----------------------------------------
                                          Address (Line 1)

                                        ----------------------------------------
                                          Address (Line 2)

                                        ----------------------------------------
                                          City

                                        ----------------------------------------
                                          State ZIP Code

IF THERE ARE JOINT OWNERS TO WHICH THIS REQUEST WILL APPLY PLEASE PROVIDE THEIR
INFORMATION ON THE BACK OF THIS FORM.

[GRAPHIC] 0001               NOT PART OF PROSPECTUS

                                      iii

<PAGE>



                 [This page has been left blank intentionally.]




40  Prudential Jennison International Growth Fund       [GRAPHIC] (800) 225-1852


<PAGE>



                 [This page has been left blank intentionally.]



                                                                              41

<PAGE>

FOR MORE INFORMATION
--------------------------------------------------------------------------------

Please read this prospectus before you invest in the Series and keep it for
future reference. For information or shareholder questions contact

PRUDENTIAL MUTUAL FUND SERVICES LLC
P.O. BOX 8098
PHILADELPHIA, PA 19101
(800) 225-1852
(732) 482-7555
(Calling from outside the U.S.)

--------------------------------------------------------------------------------
Outside Brokers Should Contact

PRUDENTIAL MUTUAL FUND
 SERVICES LLC
P.O. BOX 8310
PHILADELPHIA, PA 19101
(800) 778-8769

--------------------------------------------------------------------------------
Visit Prudential's website at

HTTP://WWW.PRUDENTIAL.COM

--------------------------------------------------------------------------------
Additional information about the Series can be obtained without charge and can
be found in the following documents

STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

ANNUAL REPORT

(contains a discussion of the market conditions and investment strategies that
significantly affect the Series' performance)

SEMI-ANNUAL REPORT

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

You can also obtain copies of Fund documents from the Securities and Exchange
Commission as follows

BY MAIL

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-0102

BY ELECTRONIC REQUEST

[email protected]
(The SEC charges a fee to copy documents)

IN PERSON

Public Reference Room in Washington, DC
(For hours of operation, call 1-202-942-8090)

VIA THE INTERNET

on the EDGAR Database at
http://www.sec.gov

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

                                  NASDAQ
CUSIP Numbers                     SYMBOLS

Class A Shares -- 743969-10-7

Class B Shares -- 743969-80-6

Class C Shares -- 743969-30-5

Class Z Shares -- 743969-40-4


Investment Company Act File No.

811-3981

MF190A
[LOGO] Printed on Recycled Paper

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


<PAGE>

                          PRUDENTIAL WORLD FUND, INC.
                          PRUDENTIAL GLOBAL GROWTH FUND
                       PRUDENTIAL INTERNATIONAL VALUE FUND

                  PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND

                       Statement of Additional Information
                               February ___, 2001

     Prudential World Fund, Inc. (the Fund) is an open-end, diversified
management investment company presently consisting of three series: Prudential
Jennison International Growth Fund (whose shares are not currently available for
purchase), Prudential Global Growth Fund and Prudential International Value
Fund.

     PRUDENTIAL GLOBAL GROWTH FUND'S (GLOBAL GROWTH SERIES) INVESTMENT OBJECTIVE
IS TO SEEK LONG-TERM GROWTH OF CAPITAL. INCOME IS A SECONDARY OBJECTIVE. Global
Growth Series will seek to achieve its objective through investment in a
diversified portfolio of securities which will consist of marketable securities
of U.S. and non-U.S. issuers. Global Growth Series may invest in all types of
equity-related securities and debt obligations, including money market
instruments, of foreign and domestic companies and governments, governmental
agencies and international organizations. There can be no assurance that Global
Growth Series' investment objective will be achieved. See "Description of the
Series, their Investments and Risks."



     PRUDENTIAL INTERNATIONAL VALUE FUND'S (INTERNATIONAL VALUE SERIES) AND
PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND'S (INTERNATIONAL GROWTH SERIES)
INVESTMENT OBJECTIVE IS TO ACHIEVE LONG-TERM GROWTH OF CAPITAL THROUGH
INVESTMENT IN EQUITY SECURITIES OF FOREIGN ISSUERS. International Value Series
will seek to achieve its objective primarily through investment in a diversified
portfolio of securities which will consist of equity-related securities of
foreign issuers. International Value Series will, under normal circumstances,
invest at least 65% of the value of its total assets in common stock and
preferred stock of issuers located in at least three foreign countries.
International Value Series may invest up to 35% of its total assets in (i) other
equity-related securities of foreign issuers; (ii) common stock, preferred
stock, and other equity-related securities of U.S. issuers; (iii) investment
grade debt securities of domestic and foreign corporations, governments,
governmental entities, and supranational entities; and (iv) high-quality
domestic money market instruments and short-term fixed income securities. There
can be no assurance that International Value Series' investment objective will
be achieved. See "Description of the Series, their Investments and Risks."



     The Fund's address is Gateway Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077, and its telephone number is (800) 225-1852.



     This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus, dated February , 2001, a copy of
which may be obtained from the Fund at the address noted above.



                                TABLE OF CONTENTS



                                                                           PAGE
                                                                           ----

Fund History ..............................................................B-2
Description of the Series, Their Investments and Risks ....................B-2
Investment Restrictions ...................................................B-18
Management of the Fund ....................................................B-19
Control Persons and Principal Holders of Securities .......................B-22
Investment Advisory and Other Services ....................................B-22
Brokerage Allocation and Other Practices ..................................B-28
Capital Stock and Organization ............................................B-29
Purchase, Redemption and Pricing of Series Shares .........................B-30
Shareholder Investment Account ............................................B-39
Net Asset Value ...........................................................B-43
Taxes, Dividends and Distributions ........................................B-44
Performance Information ...................................................B-47
Financial Statements of Prudential Global Growth Fund .....................
Report of Independent Accountants for Prudential Global Growth Fund .......
Financial Statements of Prudential International Value Fund ...............
Report of Independent Accountants for Prudential International Value Fund
Appendix I--Description of Security Ratings ...............................I-1
Appendix II--General Investment Information ...............................II-1
Appendix III--Historical Performance Data .................................III-1


================================================================================


<PAGE>

                                  FUND HISTORY

     The Fund was organized under the laws of Maryland on September 28, 1994 as
a corporation.

             DESCRIPTION OF THE SERIES, THEIR INVESTMENTS AND RISKS

     (a) CLASSIFICATION. The Fund is a diversified open-end management
investment company.

     (b) INVESTMENT STRATEGIES AND RISKS

     GLOBAL GROWTH SERIES: The investment objective of the Global Growth Series
is to seek long-term growth of capital, with income as a secondary objective.
Global Growth Series will seek to achieve this objective through investment in a
diversified portfolio of securities which consist of marketable securities of
U.S. and non-U.S. issuers. Global Growth Series may invest in all types of
equity-related securities, including common stock, preferred stock, rights,
warrants and debt securities or preferred stock which are convertible or
exchangeable for common stock or preferred stock and master limited
partnerships, bonds and other debt obligations, including money market
instruments, of foreign and domestic companies and governments, governmental
agencies and international organizations. Global Growth Series has no fixed
policy with respect to portfolio turnover; however, it is anticipated that
Global Growth Series' annual portfolio turnover rate will not normally exceed
100%, though Global Growth Series is not restricted from investing in short-term
obligations. There can be no assurance that Global Growth Series' investment
objective will be achieved. For a further description of the Global Growth
Series' investment objective and policies, see "How the Fund Invests--Investment
Objective and Policies" in the Global Growth Series' Prospectus.



     INTERNATIONAL VALUE SERIES: The investment objective of International Value
Series is to seek long-term growth of capital through investment in equity
securities of foreign issuers. International Value Series will seek to achieve
this objective primarily through investment in a diversified portfolio of
securities which will consist of equity securities of foreign issuers.
International Value Series will, under normal circumstances, invest at least 65%
of the value of its total assets in common stock and preferred stock of issuers
located in at least three foreign countries. International Value Series may
invest up to 35% of its total assets in (i) other equity-related securities of
foreign issuers; (ii) common stock, preferred stock, and other equity-related
securities of U.S. issuers; (iii) investment grade debt securities of domestic
and foreign corporations, governments, governmental entities, and supranational
entities; and (iv) high-quality domestic money market instruments and short-term
fixed income securities. Although International Value Series does not purchase
securities with a view to rapid turnover, there are no limitations on the length
of time that securities must be held by International Value Series and
International Value Series' annual portfolio turnover rate may vary
significantly from year to year. A higher portfolio turnover rate may involve
correspondingly greater transaction costs, which would be borne directly by
International Value Series, as well as additional realized gains and/or losses
to shareholders. There can be no assurance that International Value Series'
investment objective will be achieved. For a further description of
International Value Series' investment objective and policies, see "How the Fund
Invests--Investment Objective and Policies" in the International Value Series'
Prospectus.





     INTERNATIONAL GROWTH SERIES: The investment objective of the International
Growth Series is to seek long-term growth of capital. The International Growth
Series will seek to achieve this objective primarily through investment in a
diversified portfolio of securities which will consist of equity securities of
foreign issuers. The International Growth Series will, under normal
circumstances, invest at least 65% of the value of its total assets in common
stock and preferred stock of issuers located in at least five foreign countries.
The International Growth Series will focus its investment in approximately 60
companies that demonstrate the growth characteristics described in the
International Growth Series prospectus. The International Growth Series may
invest up to 35% of its total assets in (i) other equity-related securities of
foreign issuers; (ii) common stock, preferred stock, and other equity-related
securities of U.S. issuers; (iii) investment grade debt securities of domestic
and foreign corporations, governments, governmental entities, and supranational
entities; and (iv) high-quality domestic money market instruments and short-term
fixed income securities. The International Growth Series may invest up to 30% of
its total assets in emerging markets securities. Although the International
Growth Series does not purchase securities with a view to rapid turnover, there
are no limitations on the length of time that securities must be held by the
International Growth Series and the International Growth Series' annual
portfolio turnover rate may vary significantly from year to year. A higher
portfolio turnover rate may involve correspondingly greater transaction costs,
which would be borne directly by the International Growth Series, as well as
additional realized gains and/or losses to shareholders. There can be no
assurance that the International Growth Series' investment objective will be
achieved. For a further description of the International Growth Series'
investment objective and policies, see "How the Fund Invests--Investment
Objective and Policies" in the International Growth Series' Prospectus.



EQUITY-RELATED SECURITIES

     Each Series may invest in equity-related securities. Equity-related
securities include common stock, preferred stock, rights, warrants and also debt
securities or preferred stock which are convertible into or exchangeable for
common stock or preferred stock and master limited partnerships, among others.

                                      B-2
<PAGE>



     With respect to equity-related securities, each Series may purchase
American Depositary Receipts (ADRs). ADRs are U.S. dollar-denominated
certificates issued by a United States bank or trust company and represent the
right to receive securities of a foreign issuer deposited in a domestic bank or
foreign branch of a United States bank and traded on a United States exchange or
in an over-the-counter market. Generally, ADRs are in registered form. There are
no fees imposed on the purchase or sale of ADRs when purchased from the issuing
bank or trust company in the initial underwriting, although the issuing bank or
trust company may impose charges for the collection of dividends and the
conversion of ADRs into the underlying securities. Investment in ADRs has
certain advantages over direct investment in the underlying foreign securities
since: (i) ADRs are U.S. dollar-denominated investments that are registered
domestically, easily transferable, and for which market quotations are readily
available; and (ii) issuers whose securities are represented by ADRs are usually
subject to auditing, accounting, and financial reporting standards comparable to
those of domestic issuers.

RISK FACTORS AND SPECIAL CONSIDERATION OF INVESTING IN EURO-DENOMINATED
SECURITIES

     Effective January 1, 1999, 11 of the 15 member states of the European Union
introduced the "euro" as a common currency. During a three year transitional
period, the euro will coexist as legal tender with each member state's national
currency. By July 1, 2002, the euro is expected to become the sole legal tender
of the member states. During the transition period, the Series will treat the
euro as a separate currency from the national currency of any member state.

     The adoption by the member states of the euro will eliminate the
substantial currency risk among member states and will likely affect the
investment process and considerations of the Series' investment adviser. To the
extent the Series holds non-U.S. dollar-denominated securities, including those
denominated in the euro, the Series will still be subject to currency risk due
to fluctuations in those currencies as compared to the U.S. dollar.

     The medium to long-term impact of the introduction of the euro in member
states cannot be determined with certainty at this time. In addition to the
effects described above, it is likely that more general long-term ramifications
can be expected, such as changes in economic environment and changes in behavior
of investors, all of which will impact the Fund's investments.



U.S. GOVERNMENT SECURITIES



     Securities issued or guaranteed by the U.S. government or one of its
agencies, authorities or instrumentalities in which each Series may invest
include debt obligations of varying maturities issued by the U.S. Treasury or
issued or guaranteed by an agency or instrumentality of the U.S. government,
including the Federal Housing Administration, Farmers' Home Administration,
Export-Import Bank of the U.S. Small Business Administration, Government
National Mortgage Association (GNMA), General Services Administration, Central
Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (FHLMC), Federal Intermediate Credit
Banks, Federal Land Banks, Federal National Mortgage Association (FNMA),
Maritime Administration, Tennessee Valley Authority, District of Columbia Armory
Board, Student Loan Marketing Association and Resolution Trust Corporation.
Direct obligations of the U.S. Treasury include a variety of securities that
differ in their interest rates, maturities and dates of issuance. Because the
U.S. government is not obligated by law to provide support to an instrumentality
that it sponsors, each Series will invest in obligations issued by an
instrumentality of the U.S. government only if the that Series' Subadviser
determines that the instrumentality's credit risk does not render its securities
unsuitable for investment by the that Series. For further information, see
"Mortgage-Related Securities" below.



REPURCHASE AGREEMENTS

     Each Series may enter into repurchase agreements, whereby the seller of a
security agrees to repurchase that security from such Series at a mutually
agreed upon time and price. The period of maturity is usually quite short,
possibly overnight or a few days, although it may extend over a number of
months. The resale price is in excess of the purchase price, reflecting an
agreed-upon rate of return effective for the period of time such Series' money
is invested in the security.

     Each Series will only enter into repurchase agreements with banks and
securities dealers which meet the creditworthiness standards established by the
Board of Directors (Qualified Institutions). The relevant Subadviser will
monitor the continued creditworthiness of Qualified Institutions, subject to the
oversight of the Manager and the Board of Directors. These agreements permit a
Series to keep all its assets earning interest while retaining "overnight"
flexibility to pursue investments of a longer-term nature.

     The use of repurchase agreements involves certain risks. For example, if
the seller of securities under a repurchase agreement defaults on its obligation
to repurchase the underlying securities, as a result of its bankruptcy or
otherwise, a Series will seek to dispose of such securities, which action could
involve costs or delays. If the seller becomes insolvent and subject to
liquidation or reorganization under applicable bankruptcy or other laws, a
Series' ability to dispose of the underlying securities

                                      B-3
<PAGE>

may be restricted. Finally, it is possible that a Series may not be able to
substantiate its interest in the underlying securities. To minimize this risk,
the securities underlying the repurchase agreements entered into by each Series
will be held by the Custodian at all times in an amount at least equal to the
repurchase price, including accrued interest. If the counterparty fails to
repurchase the securities, a Series may suffer a loss to the extent proceeds
from the sale of the underlying collateral are less than the repurchase price.
Each Series may participate in a joint repurchase account managed by Prudential
Investments Fund Management LLC pursuant to an order of the Commission.

FIXED INCOME SECURITIES

     In general, the ratings of Moody's Investors Service, Inc. (Moody's),
Standard & Poor's Ratings Services (S&P Ratings), Duff and Phelps, Inc. (Duff &
Phelps) and other nationally recognized statistical rating organizations
(NRSROs) represent the opinions of those organizations as to the quality of debt
obligations that they rate. These ratings are relative and subjective, are not
absolute standards of quality and do not evaluate the market risk of securities.
These ratings will be among the initial criteria used for the selection of
portfolio securities. Among the factors that the rating agencies consider are
the long-term ability of the issuer to pay principal and interest and general
economic trends.

     Subsequent to its purchase by a Series, an issue of debt obligations may
cease to be rated or its rating may be reduced below the minimum required for
purchase by the Series. Neither event will require the sale of the debt
obligation by a Series, but such Series' Subadviser will consider the event in
its determination of whether such Series should continue to hold the obligation.
In addition, to the extent that the ratings change as a result of changes in
rating organizations or their rating systems or owing to a corporate
restructuring of Moody's, S&P Ratings, Duff & Phelps or another NRSRO, a Series
will attempt to use comparable ratings as standards for its investments in
accordance with its investment objectives and policies. The Appendix to this
Statement of Additional Information contains further information concerning the
ratings of Moody's, S&P Ratings and Duff & Phelps and their significance.

     Each Series may invest, to a limited extent, in debt securities rated in
the lowest category of investment grade debt (i.e., Baa by Moody's or BBB by S&P
Ratings). These securities have speculative characteristics, and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade bonds.

     Non-investment grade fixed income securities are rated lower than Baa/BBB
(or the equivalent rating or, if not rated, determined by the Subadviser to be
of comparable quality to securities so rated) and are commonly referred to as
high risk or high yield securities or "junk" bonds. High yield securities are
generally riskier than higher quality securities and are subject to more credit
risk, including risk of default, and the prices of such securities are more
volatile than higher quality securities. Such securities may be less liquid than
higher quality securities. International Value Series is not authorized to
invest in excess of 5% of its net assets in non-investment grade fixed income
securities. Global Growth Series will invest only in investment grade fixed
income securities.

     The markets in which medium and lower-rated securities (or unrated
securities that are equivalent to medium and lower-rated securities) are traded
are generally more limited than those in which higher-rated securities are
traded. The existence of limited markets may make it more difficult for
International Value Series to obtain accurate market quotations for purposes of
valuing its portfolio and calculating its net asset value. Moreover, the lack of
a liquid trading market may restrict the availability of debt securities for
International Value Series to purchase and may also have the effect of limiting
the ability of International Value Series to sell debt securities at their fair
value either to meet redemption requests or to respond to changes in the economy
or the financial markets.



     Lower-rated fixed income securities present risks based on payment
expectations. If an issuer calls the obligation for redemption, International
Value Series may have to replace the security with a lower-yielding security,
resulting in a decreased return for investors. Also, the principal value of
fixed income securities moves inversely with movements in interest rates. In the
event of rising interest rates, the value of the securities held by
International Value Series may decline proportionately more than if the
International Value Series consisted of higher-rated securities. Investments in
zero coupon bonds may be more speculative and subject to greater fluctuations in
value due to changes in interest rates than bonds that pay interest currently.
If International Value Series experiences unexpected net redemptions, it may be
forced to sell its higher-rated bonds, resulting in a decline in the overall
credit quality of the securities held by International Value Series and
increasing the exposure of International Value Series to the risks of
lower-rated securities.



WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

     Each Series may purchase securities on a when-issued or delayed-delivery
basis. When-issued or delayed-delivery transactions arise when securities are
purchased or sold by a Series with payment and delivery taking place in the
future in order

                                      B-4
<PAGE>

to secure what is considered to be an advantageous price and yield to such
Series at the time of entering into the transaction. The Custodian will
maintain, in a segregated account of the Series, cash or other liquid assets,
marked-to-market daily, having a value equal to or greater than the Series'
purchase commitments. A Series will purchase when-issued or delayed securities
for the purpose of acquiring securities and not for the purpose of leverage.
When-issued securities purchased by a Series may include securities purchased on
a "when, as and if issued" basis under which the issuance of the securities
depends on the occurrence of a subsequent event, such as approval of a merger,
corporate reorganization or debt restructuring.

     Securities purchased on a when-issued or delayed delivery basis may expose
a Series to risk because the securities may experience fluctuations in value
prior to their actual delivery. A Series does not accrue income with respect to
a when-issued or delayed-delivery security prior to its stated delivery date.
Purchasing securities on a when-issued or delayed delivery basis may involve the
additional risk that the yield available in the market when the delivery takes
place may be higher than that obtained in the transaction itself.

FORWARD ROLLS, DOLLAR ROLLS AND REVERSE REPURCHASE AGREEMENTS



     International Value Series may commit up to 20%, and International Growth
Series may commit up to 33 1/3%, of the value of its net assets to investment
techniques such as dollar rolls, forward rolls and reverse repurchase
agreements. A forward roll is a transaction in which either Series sells a
security to a financial institution, such as a bank or broker-dealer, and
simultaneously agrees to repurchase the same or similar security from the
institution at a later date at an agreed-upon price. With respect to
mortgage-related securities, such transactions are often called "dollar rolls."
In dollar roll transactions, the mortgage-related securities that are
repurchased will bear the same coupon rate as those sold, but generally will be
collateralized by different pools or mortgages with different prepayment
histories than those sold. During the roll period, the International Value
Series forgoes principal and interest paid on the securities and is compensated
by the difference between the current sales price and the forward price for the
future purchase as well as by interest earned on the cash proceeds of the
initial sale. A "covered roll" is a specific type of dollar roll for which there
is an offsetting cash position or equivalent security position which matures on
or before the forward settlement date of the dollar roll transaction.

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

     Reverse repurchase agreements, forward rolls and dollar rolls involve the
risk that the market value of the securities purchased by the Series with the
proceeds of the initial sale may decline below the price of the securities the
Series has sold but is obligated to repurchase under the agreement. In the event
the buyer of securities under a reverse repurchase agreement, forward roll or
dollar roll files for bankruptcy or becomes insolvent, the Series' use of the
proceeds from the agreement may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the Series'
obligations to repurchase the securities. The staff of the SEC has taken the
position that reverse repurchase agreements, forward rolls and dollar rolls are
to be treated as borrowings for purposes of the percentage limitations discussed
in the section entitled "Borrowing" below. The International Value Series and
the International Growth Series expect that under normal conditions, most of the
borrowings of the International Value Series and the International Growth Series
will consist of such investment techniques rather than bank borrowings.



MORTGAGE-RELATED SECURITIES

     Mortgage-backed securities may be classified as private, governmental or
government related, depending on the issuer or guarantor. Private
mortgage-backed securities represent pass-through pools consisting principally
of conventional residential mortgage loans created by non-governmental issuers,
such as commercial banks, savings and loan associations and private mortgage
insurance companies. Governmental mortgage-backed securities are backed by the
full faith and credit of the United States. GNMA, the principal U.S. guarantor
of such securities, is a wholly-owned corporate instrumentality of the United
States within the Department of Housing and Urban Development. Pass-through
securities issued by FNMA are guaranteed as to timely payment of principal and
interest by FNMA; this guarantee is not backed by the full faith and credit of
the U.S. Government. FHLMC is a corporate instrumentality of the United States,
the stock of which is owned by the Federal Home Loan Banks. Participation
certificates representing interests in mortgages from FHLMC's national portfolio
are guaranteed as to the timely payment of interest and ultimate, but generally
not timely, collection of principal by FHLMC. The obligations of FHLMC under its
guarantee are obligations solely of FHLMC and are not backed by the full faith
and credit of the U.S. Government.

     Each Series expects that private and governmental entities may create
mortgage loan pools offering pass-through investments in addition to those
described above. The mortgages underlying these securities may be alternative
mortgage

                                      B-5
<PAGE>

instruments, that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may be shorter than previously customary. As
new types of mortgage-backed securities are developed and offered to investors,
each Series, consistent with its investment objective and policies, will
consider making investments in those new types of securities.

     Each Series may also invest in pass-through securities backed by adjustable
rate mortgages that have been issued by GNMA, FNMA and FHLMC or private issuers.
These securities bear interest at a rate that is adjusted monthly, quarterly or
annually. The prepayment experience of the mortgages underlying these securities
may vary from that for fixed rate mortgages.

     The average maturity of pass-through pools of mortgage-related securities
varies with the maturities of the underlying mortgage instruments. In addition,
a pool's stated maturity may be shortened by unscheduled payments on the
underlying mortgages. Factors affecting mortgage prepayments include the level
of interest rates, general economic and social conditions, the location of the
mortgaged property and age of the mortgage. Because prepayment rates of
individual pools vary widely, it is not possible to predict accurately the
average life of a particular pool. Common practice is to assume that prepayments
will result in an average life ranging from two to ten years for pools of fixed
rate 30-year mortgages. Pools of mortgages with other maturities or different
characteristics will have varying average life assumptions.

     Because prepayments of principal generally occur when interest rates are
declining, it is likely that a Series will have to reinvest the proceeds of
prepayments at lower interest rates than those at which the assets were
previously invested. If this occurs, a Series' yield will correspondingly
decline. Thus, mortgage-related securities may have less potential for capital
appreciation in periods of falling interest rates than other fixed-income
securities of comparable maturity, although these securities may have a
comparable risk of decline in market value in periods of rising interest rates.
To the extent that a Series purchases mortgage-related securities at a premium,
unscheduled prepayments, which are made at par, will result in a loss equal to
any unamortized premium.



     Government stripped mortgage-related interest-only (IO) and principal only
(PO) securities are currently traded in an over-the-counter market maintained by
several large investment banking firms. There can be no assurance that a Series
will be able to effect a trade of IOs or POs at a time when it wishes to do so.
A Series will acquire IOs and POs only if, in the opinion of the Series'
Subadviser, a secondary market for the securities exists at the time of
acquisition, or is subsequently expected. A Series will treat IOs and POs that
are not U.S. Government securities as illiquid and will limit its investments in
these securities, together with other illiquid investments, in order not to hold
more than 5% in the case of Global Growth Series, and 15% in the case of
International Value Series and International Growth Series, of its net assets in
illiquid securities. With respect to IOs and POs that are issued by the U.S.
Government, each Series' Subadviser, subject to the supervision of the Manager
and the Board of Directors, may determine that such securities are liquid, if
they determine the securities can be disposed of promptly in the ordinary course
of business at a value reasonably close to that used in the calculation of net
asset value per share.



     Investing in IOs and POs involves the risks normally associated with
investing in government and government agency mortgage-related securities. In
addition, the yields on IOs and POs are extremely sensitive to the prepayment
experience on the mortgage loans underlying the certificates collateralizing the
securities. If a decline in the level of prevailing interest rates results in a
rate of principal prepayments higher than anticipated, distributions of
principal will be accelerated, thereby reducing the yield to maturity on IOs and
increasing the yield to maturity on POs. Sufficiently high prepayment rates
could result in a Series not fully recovering its initial investment in an IO.

     Mortgage-related securities may not be readily marketable. To the extent
any of these securities are not readily marketable in the judgment of a Series'
Subadviser, the investment restriction limiting such Series' investment in
illiquid instruments will apply.

COLLATERALIZED MORTGAGE OBLIGATIONS

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

     In reliance on SEC rules and orders, the Series' investments in certain
qualifying CMOs, including CMOs that have elected to be treated as Real Estate
Mortgage Investment Conduits (REMICs), are not subject to the Investment Company
Act of 1940, as amended (Investment Company Act), limitation on acquiring
interests in other investment companies. In order to be able to rely on the
SEC's interpretation, the CMOs and REMICs must be unmanaged, fixed-asset issuers
that (i) invest primarily in mortgage-backed securities, (ii) do not issue
redeemable securities, (iii) operate under general exemptive orders exempting

                                      B-6
<PAGE>

them from all provisions of the Investment Company Act, and (iv) are not
registered or regulated under the Investment Company Act as investment
companies. To the extent that a Series selects CMOs or REMICs that do not meet
the above requirements, the Series may not invest more than 10% of its assets in
all such entities and may not acquire more than 3% of the voting securities of
any single such entity.

ASSET-BACKED SECURITIES

     The value of these securities may change because of changes in the market's
perception of the creditworthiness of the servicing agent for the pool, the
originator of the pool, or the financial institution providing credit support
enhancement for the pool.

SECURITIES LENDING

     Each Series will enter into securities lending transactions only with
Qualified Institutions. A Series will comply with the following conditions
whenever it lends securities: (i) such Series must receive at least 100% cash
collateral or equivalent securities from the borrower; (ii) the value of the
loan is "marked-to-market" on a daily basis; (iii) such Series must be able to
terminate the loan at any time; (iv) such Series must receive reasonable
interest on the loan, as well as any dividends, interest or other distributions
on the loaned securities and any increase in market value; (v) the Series may
pay only reasonable custodian fees in connection with the loan; and (vi) voting
rights on the loaned securities may pass to the borrower except that, if a
material event adversely affecting the investment in the loaned securities
occurs, such Series must terminate the loan and regain the right to vote the
securities. A Series may pay reasonable finder's, administrative and custodial
fees in connection with a loan of its securities. In these transactions, there
are risks of delay in recovery and in some cases even of loss of rights in the
collateral should the borrower of the securities fail financially. Each Series
may lend up to 30% of the value of its total assets.

SEGREGATED ACCOUNTS

     When the Fund is required to segregate assets in connection with certain
hedging transactions, it will maintain cash or liquid securities in a segregated
account with the Fund's Custodian. "Liquid assets" mean cash, U.S. Government
securities, equity securities (including foreign securities), debt obligations
or other liquid unencumbered assets, marked-to-market daily.

BORROWING


     The Global Growth Series and the International Value Series may borrow an
amount equal to no more than 20%, and the International Growth Series 33 1/3%,
of the value of their respective total assets to take advantage of investment
opportunities, for temporary, extraordinary, or emergency purposes or for the
clearance of transactions and may pledge up to 20% of the value of their total
assets to secure such borrowings. A Series will only borrow when there is an
expectation that it will benefit after taking into account considerations such
as interest income and possible losses upon liquidation. Borrowing by a Series
creates an opportunity for increased net income but, at the same time, creates
risks, including the fact that leverage may exaggerate rate changes in the net
asset value of such Series' shares and in the yield on the Series. No Series
intends to borrow more than 5% of its total assets for investment purposes,
although Global Growth Series and the International Value Series may borrow up
to 20%, and the International Growth Series 33 1/3%, of the value of its total
assets for temporary, extraordinary or emergency purposes and for the clearance
of transactions. The International Growth Series will not purchase portfolio
securities if borrowings exceed 5% of the International Growth Series total
assets.


SECURITIES OF FOREIGN ISSUERS

     The value of a Series' foreign investments may be significantly affected by
changes in currency exchange rates. The dollar value of a foreign security
generally decreases when the value of the dollar rises against the foreign
currency in which the security is denominated and tends to increase when the
value of the dollar falls against such currency. In addition, the value of the
Series' assets may be affected by losses and other expenses incurred in
converting between various currencies in order to purchase and sell foreign
securities and by currency restrictions and exchange control regulation.

     The economies of many of the countries in which a Series may invest are not
as developed as the economy of the U.S. and may be subject to significantly
different forces. Political or social instability, expropriation or confiscatory
taxation, and limitations on the removal of funds or other assets, could also
adversely affect the value of investments.

     Foreign companies are generally not subject to the regulatory controls
imposed on U.S. issuers and, in general, there is less publicly available
information about foreign securities than is available about domestic
securities. Many foreign companies are

                                      B-7
<PAGE>

not subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to domestic companies.
Income from foreign securities owned by a Series may be reduced by a withholding
tax at the source which would reduce dividend income payable to shareholders.

     Brokerage commission rates in foreign countries, which are generally fixed
rather than subject to negotiation as in the U.S. are likely to be higher. The
securities markets in many of the countries in which a Series may invest will
have substantially less trading volume than the principal U.S. markets. As a
result, the securities of some companies in these countries may be less liquid
and more volatile than comparable U.S. securities. There is generally less
government regulation and supervision of foreign stock exchanges, brokers and
issuers, which may make it difficult to enforce contractual obligations.



EMERGING MARKETS SECURITIES

     Up to 30% of the International Growth Series' total assets may be invested
in emerging markets securities. The risks of investing in foreign securities are
heightened for emerging markets securities. Moreover, emerging markets
securities present additional risks which should be considered carefully by an
investor in the International Growth Series. Investing in emerging markets
securities involves exposure to economies that are less diverse and mature, and
political and legal systems which are less stable, than those of developed
markets. In addition, investment decisions by international investors, such as
the International Growth Series, particularly concurrent buying or selling
programs, have a greater effect on securities prices and currency values than in
more developed markets. As a result, emerging markets securities have
historically been, and may continue to be, subject to greater volatility and
share price declines than securities issued by U.S. corporations or companies in
other markets that are considered developed.

     Many emerging markets have also experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have negative
impact on securities prices.



LIQUIDITY PUTS



     International Value Series and International Growth Series may purchase
instruments together with the right to resell the instruments at an agreed-upon
price or yield, within a specified period prior to the maturity date of the
instruments. This instrument is commonly known as a "put bond" or a "tender
option bond."

     Consistent with both Series' investment objective, both Series may purchase
a put so that it will be fully invested in securities while preserving the
necessary liquidity to purchase securities on a when-issued basis, to meet
unusually large redemptions and to purchase at a later date securities other
than those subject to the put. Both Series will generally exercise the puts or
tender options on their expiration date when the exercise price is higher than
the current market price for the related fixed income security. Puts or tender
options may be exercised prior to the expiration date in order to fund
obligations to purchase other securities or to meet redemption requests. These
obligations may arise during periods in which proceeds from sales of both
Series' shares and from recent sales of portfolio securities are insufficient to
meet such obligations or when the funds available are otherwise allocated for
investment. In addition, puts may be exercised prior to the expiration date in
the event the Subadvisor for either Series revises its evaluation of the
creditworthiness of the issuer of the underlying security. In determining
whether to exercise puts or tender options prior to their expiration date and in
selecting which puts or tender options to exercise in such circumstances, each
Series' Subadviser considers, among other things, the amount of cash available
to the Series, the expiration dates of the available puts or tender options, any
future commitments for securities purchases, the yield, quality and maturity
dates of the underlying securities, alternative investment opportunities and the
desirability of retaining the underlying securities in the Series.



     These instruments are not deemed to be "put options" for purposes of either
Series' investment restrictions.

ILLIQUID SECURITIES



     International Growth Series, Global Growth Series and International Value
Series may each hold up to 15% of its net assets in illiquid securities. If a
Series were to exceed this limit, the investment adviser or Subadviser would
take prompt action to reduce such Series' holdings in illiquid securities to no
more than 15% of its net assets, as required by applicable law. Illiquid
securities include repurchase agreements which have a maturity of longer than
seven days and securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (Securities Act),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days.



     Securities which have not been registered under the Securities Act are
referred to as private placements or restricted securities and are purchased
directly from the issuer or in the secondary market. Mutual funds do not
typically hold a significant

                                      B-8
<PAGE>

amount of these restricted or other illiquid securities because of the potential
for delays on resale and uncertainty in valuation. Limitations on resale may
have an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to dispose of them resulting in
additional expense and delay. Adverse market conditions could impede such a
public offering of securities.

     In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

     Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers.

     Restricted securities eligible for resale pursuant to Rule 144A and
commercial paper for which there is a readily available market are not
considered illiquid for purposes of this limitation under procedures established
by the Board of Directors. The Subadvisers will monitor the liquidity of such
restricted securities, subject to the supervision of the Manager and the Board
of Directors. In reaching liquidity decisions, Subadvisers will consider, among
other things, the following factors: (1) the frequency of trades and quotes for
the security; (2) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (3) dealer undertakings to make a
market in the security; and (4) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer). In addition, in order
for commercial paper that is issued in reliance on Section 4(2) of the
Securities Act to be considered liquid, (i) it must be rated in one of the two
highest rating categories by at least two NRSROs, or if only one NRSRO rates the
securities, by that NRSRO, or, if unrated, be of comparable quality in the view
of the relevant Subadviser, and (ii) it must not be "traded flat" (i.e., without
accrued interest) or in default as to principal or interest. Repurchase
agreements subject to demand are deemed to have a maturity equal to the notice
period.

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



JOINT TRADING ACCOUNTS

     The International Growth Series intends to participate in one or more joint
trading accounts whereby the International Growth Series, along with other
investment companies managed by Prudential Investments Fund Management LLC, will
jointly engage in repurchase agreements and jointly purchase money market
instruments and short-term investment securities. The ability of the
International Growth Series to participate in these joint trading accounts will
be conditioned upon requirements imposed by an order received from the
Securities and Exchange Commission, as may be amended from time to time.



HEDGING AND RETURN ENHANCEMENT STRATEGIES


OPTIONS ON SECURITIES AND SECURITIES INDICES

     Each Series may purchase and sell put and call options on any security in
which it may invest or options on any securities index based on securities in
which the Series may invest. Each Series is also authorized to enter into
closing purchase and sale transactions in order to realize gains or minimize
losses on options sold or purchased by the Series.

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

     A put option on equity securities gives the purchaser, in return for a
premium, the right, for a specified period of time, to sell the securities
subject to the option to the writer of the put at the specified exercise price.
The writer of the put option, in return for

                                      B-9
<PAGE>

the premium, has the obligation, upon exercise of the option, to acquire the
securities underlying the option at the exercise price. A Series as the writer
of a put option might, therefore, be obligated to purchase underlying securities
for more than their current market price.

     Each Series will write only "covered" options. A written option is covered
if, as long as a Series is obligated under the option, it (i) owns an offsetting
position in the underlying security or currency or (ii) maintains in a
segregated account cash or liquid assets in an amount equal to or greater than
its obligation under the option. Under the first circumstance, a Series' losses
are limited because it owns the underlying security or currency; under the
second circumstance, in the case of a written call option, a Series' losses are
potentially unlimited.

     Options on securities indices are similar to options on equity securities,
except that the exercise of securities index options requires cash payments and
does not involve the actual purchase or sale of securities. Rather than the
right to take or make delivery of the securities at a specified price, an option
on a securities index gives the holder the right, in return for a premium paid,
to receive, upon exercise of the option, an amount of cash if the closing level
of the securities index upon which the option is based is greater than, in the
case of a call, or less than, in the case of a put, the exercise price of the
option. The writer of an index option, in return for the premium, is obligated
to pay the amount of cash due upon exercise of the option.

     A Series may purchase and sell put and call options on securities indices
for hedging against a decline in the value of the securities owned by such
Series or against an increase in the market value of the type of securities in
which such Series may invest. Securities index options are designed to reflect
price fluctuations in a group of securities or segment of the securities market
rather than price fluctuations in a single security.

     Each Series may also purchase and write put and call options on equity and
debt securities, on currencies and on stock indices in the over-the-counter
market (OTC options). Unlike exchange-traded options, OTC options are contracts
between a Series and its counterparty without the interposition of any clearing
organization.

     A number of risk factors are associated with options transactions. There is
no assurance that a liquid secondary market on an options exchange will exist
for any particular option, at any particular time. If a Series is unable to
effect a closing purchase transaction with respect to covered options it has
written, such Series will not be able to sell the underlying securities or
dispose of assets held in a segregated account until the options expire or are
exercised. Similarly, if a Series is unable to effect a closing sale transaction
with respect to options it has purchased, it would have to exercise the options
in order to realize any profit and may incur transaction costs upon the purchase
or sale of underlying securities. The ability to terminate over-the-counter
(OTC) option positions is more limited than the ability to terminate
exchange-traded option positions because the Series would have to negotiate
directly with a counterparty. In addition, with OTC options, there is a risk
that the counterparty in such transactions will not fulfill its obligations.

     A Series pays brokerage commissions or spreads in connection with its
options transactions, as well as for purchases and sales of underlying
securities. The writing of options could result in significant increases in a
Series' turnover rate. Global Growth Series will not write put options on
indices.

     The risks of investment in index options may be greater than options on
securities. Because index options are settled in cash, when a Series writes a
call option on an index it cannot provide in advance for its potential
settlement obligations by acquiring and holding the underlying securities. The
Series can offset some of the risk of writing a call index option position by
holding a diversified portfolio of securities similar to those on which the
underlying index is based. However, a Series cannot, as a practical matter,
acquire and hold a portfolio containing exactly the same securities as underlie
the index and, as a result, bears a risk that the value of the securities held
will vary from the value of the index.

     Even if a Series could assemble a securities portfolio that exactly
reproduced the composition of the underlying index, it still would not be fully
covered from a risk standpoint because of the "timing risk" inherent in writing
index options. When an index option is exercised, the amount of cash that the
holder is entitled to receive is determined by the difference between the
exercise price and the closing index level on the date when the option is
exercised. As with other kinds of options, the Series, as the call writer, will
not know that the call has been exercised until the next business day at the
earliest. The time lag between exercise and notice of exercise poses no risk for
the writer of a covered call on a specific underlying security, such as a common
stock, because there the writer's obligation is to deliver the underlying
security, not to pay its value as of a fixed time in the past. So long as the
writer already owns the underlying security, it can satisfy its settlement
obligations by simply delivering it, and the risk that its value may have
declined since the exercise date is borne by the exercising holder. In contrast,
even if the writer of an index call holds securities that exactly match the
composition of the underlying index, it will not be able to satisfy its
assignment obligations by delivering those securities against payment of the
exercise price. Instead, it will be required to pay cash in an amount based on
the closing index value on the exercise date; and by the time it learns that it
has been exercised, the index may have declined, with a corresponding decline in
the value of its securities portfolio. This "timing risk" is an inherent
limitation on the ability of index call writers to cover their risk exposure by
holding securities positions.

                                      B-10
<PAGE>

     If a Series has purchased an index option and exercises it before the
closing index value for that day is available, it runs the risk that the level
of the underlying index may subsequently change. If such a change causes the
exercised option to fall out-of-the-money, the relevant Series will be required
to pay the difference between the closing index value and the exercise price of
the option (times the applicable multiplier) to the assigned writer.

     A Series will not purchase put options or call options if, after any such
purchase, the aggregate premiums paid for such options would exceed 20% of such
Series' net assets. The aggregate value of the obligations underlying put
options will not exceed 25% of the relevant Series' net assets.

     Except as described below, the Global Growth Series will write call options
on indices only if on such date it holds a portfolio of stocks at least equal to
the value of the index times the multiplier times the number of contracts. When
the Global Growth Series writes a call option on a broadly-based stock market
index, the Global Growth Series will segregate or put into escrow with its
Custodian, or pledge to a broker as collateral for the option, cash, U.S.
Government securities, liquid high-grade debt securities or a portfolio of
stocks substantially replicating the movement of the index, in the judgment of
the Global Growth Series' investment adviser, with a market value at the time
the option is written of not less than 100% of the current index value times the
multiplier times the number of contracts.

     If the Global Growth Series has written an option on an industry or market
segment index, it will segregate or put into escrow with its Custodian, or
pledge to a broker as collateral for the option, at least ten "qualified
securities," which are securities of an issuer in such industry or market
segment, with a market value at the time the option is written of not less than
100% of the current index value times the multiplier times the number of
contracts. Such securities will include stocks which represent at least 50% of
the weighting of the industry or market segment index and will represent at
least 50% of the Global Growth Series' holdings in that industry or market
segment. No individual security will represent more than 25% of the amount so
segregated, pledged or escrowed. If at the close of business on any day the
market value of such qualified securities so segregated, escrowed or pledged
falls below 100% of the current index value times the multiplier times the
number of contracts, the Global Growth Series will so segregate, escrow or
pledge an amount in cash, Treasury bills or other high-grade short-term
obligations equal in value to the difference. In addition, when the Global
Growth Series writes a call on an index which is in-the-money at the time the
call is written, the Global Growth Series will segregate with its Custodian or
pledge to the broker as collateral cash, short-term U.S. Government securities
or other high-grade, short-term debt obligations equal in value to the amount by
which the call is in-the-money times the multiplier times the number of
contracts. Any amount segregated pursuant to the foregoing sentence may be
applied to the Global Growth Series' obligation to segregate additional amounts
in the event that the market value of the qualified securities falls below 100%
of the current index value times the multiplier times the number of contracts. A
"qualified security" is an equity security which is listed on a national
securities exchange or listed on the National Association of Securities Dealers
Automated Quotation System against which the Global Growth Series has not
written a stock call option and which has not been hedged by the Global Growth
Series by the sale of stock index futures. However, if the Global Growth Series
holds a call on the same index as the call written where the exercise price of
the call held is equal to or less than the exercise price of the call written or
greater than the exercise price of the call written if the difference is
maintained by the Global Growth Series in cash, Treasury bills or other
high-grade, short-term obligations in a segregated account with its Custodian,
it will not be subject to the requirements described in this paragraph.

     OPTIONS TRANSACTIONS. A Series would normally purchase call options to
attempt to hedge against an increase in the market value of the type of
securities in which the Series may invest. A Series would ordinarily realize a
gain if, during the options period, the value of such securities exceeds the sum
of the exercise price, the premium paid and transaction costs; otherwise, the
Series would realize a loss on the purchase of the call option. A Series may
also write a put option, which can serve as a limited long hedge because
increases in value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the security depreciates to
a price lower than the exercise price of the put option, it can be expected that
the option will be exercised, and the Series will be obligated to buy the
security at more than its market value.

     A Series would normally purchase put options to hedge against a decline in
the market value of securities in its portfolio (protective puts). Gains and
losses on the purchase of protective puts would tend to be offset by
countervailing changes in the value of underlying Series' securities. A Series
would ordinarily realize a gain if, during the option period, the value of the
underlying securities decreases below the exercise price sufficiently to cover
the premium and transaction costs; otherwise, a Series would realize a loss on
the purchase of the put option. A Series may also write a call option, which can
serve as a limited short hedge because decreases in value of the hedged
investment would be offset to the extent of the premium received for writing the
option. However, if the security appreciates to a price higher than the exercise
price of the call option, it can be expected that the option will be exercised
and the Series will be obligated to sell the security at less than its market
value.

     RISKS OF  TRANSACTIONS  IN STOCK OPTIONS.  Writing of options  involves the
risk that there will be no market in which to effect a closing  transaction.  An
option position may be closed out only on an exchange which provides a secondary
market for an option


                                      B-11
<PAGE>

of the same series. Although a Series will generally write only those options
for which there appears to be an active secondary market, there is no assurance
that a liquid secondary market on an exchange will exist for any particular
option, or at any particular time, and for some options no secondary market on
an exchange may exist. If a Series as a covered call option writer is unable to
effect a closing purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires or it delivers the
underlying security upon exercise.

     RISKS OF OPTIONS ON INDICES. A Series' purchase and sale of options on
indices will be subject to risks described above under "Risks of Transactions in
Stock Options." In addition, the distinctive characteristics of options on
indices create certain risks that are not present with stock options.

     Because the value of an index option depends upon movements in the level of
the index rather than the price of a particular stock, whether a Series will
realize a gain or loss on the purchase or sale of an option on an index depends
upon movements in the level of stock prices in the stock market generally or in
an industry or market segment rather than movements in the price of a particular
stock. Accordingly, successful use by a Series of options on indices would be
subject to a Subadviser's ability to predict correctly movements in the
direction of the stock market generally or of a particular industry. This
requires different skills and techniques than predicting changes in the price of
individual stocks.

     Index prices may be distorted if trading of certain stocks included in the
index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
stocks included in the index. If this occurred, a Series would not be able to
close out options which it had purchased or written and, if restrictions on
exercise were imposed, may be unable to exercise an option it holds, which could
result in substantial losses to such Series. It is each Series' policy to
purchase or write options only on indices which include a number of stocks
sufficient to minimize the likelihood of a trading halt in the index.

     Trading in index options commenced in April 1983 with the S&P 100 option
(formerly called the CBOE 100). Since that time a number of additional index
option contracts have been introduced including options on industry indices.
Although the markets for certain index option contracts have developed rapidly,
the markets for other index options are still relatively illiquid. The ability
to establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
this market will develop in all index option contracts. A Series will not
purchase or sell any index option contract unless and until, in the relevant
Subadviser's opinion, the market for such options has developed sufficiently
that the risk in connection with such transactions is no greater than the risk
in connection with options on stocks.

     SPECIAL RISKS OF WRITING CALLS ON INDICES. Because exercises of index
options are settled in cash, a call writer, such as a Series, cannot determine
the amount of its settlement obligations in advance and, unlike call writing on
specific stocks, cannot provide in advance for, or cover, its potential
settlement obligations by acquiring and holding the underlying securities.Global
Growth Series will write call options on indices only under the circumstances
described under "Options on Securities and Securities Indices."

     Price movements in a Series' portfolio probably will not correlate
precisely with movements in the level of the index and, therefore, a Series
bears the risk that the price of the securities held by the Series may not
increase as much as the index. In such event, a Series would bear a loss on the
call which is not completely offset by movements in the price of the its
portfolio. It is also possible that the index may rise when a Series' portfolio
of stocks does not rise. If this occurred, the relevant Series would experience
a loss on the call which is not offset by an increase in the value of its
portfolio and might also experience a loss in its portfolio. However, because
the value of a diversified portfolio will, over time, tend to move in the same
direction as the market, movements in the value of the Series' portfolio in the
opposite direction as the market would be likely to occur for only a short
period or to a small degree.



     Unless a Series has other liquid assets which are sufficient to satisfy the
exercise of a call, it would be required to liquidate portfolio securities in
order to satisfy the exercise. Because an exercise must be settled within hours
after receiving the notice of exercise, if such Series fails to anticipate an
exercise, it may have to borrow (in amounts not exceeding 20% for Global Growth
Fund and International Value Fund and 33 1\3% for International Growth Fund of
such Series' total assets) pending settlement of the sale of securities in its
portfolio and would incur interest charges thereon.



     When a Series has written a call on an index, there is also a risk that the
market may decline between the time such Series has a call exercised against it,
at a price which is fixed as of the closing level of the index on the date of
exercise, and the time such Series is able to sell securities in its portfolio
to generate cash to settle the exercise. As with stock options, a Series will
not learn that an index option has been exercised until the day following the
exercise date but, unlike a call on stock where a Series would be able to
deliver the underlying securities in settlement, such Series may have to sell
part of its stock portfolio in order to make settlement in cash, and the price
of such stocks might decline before they can be sold. This timing risk makes
certain strategies involving more than one option substantially more risky with
index options than with stock options. For example, even if an index

                                      B-12
<PAGE>

call which a Series has written is "covered" by an index call held by such
Series with the same strike price, such Series will bear the risk that the level
of the index may decline between the close of trading on the date the exercise
notice is filed with the clearing corporation and the close of trading on the
date the Series exercises the call it holds or the time such Series sells the
call which in either case would occur no earlier than the day following the day
the exercise notice was filed.

     SPECIAL RISKS OF PURCHASING PUTS AND CALLS ON INDICES. If a Series holds an
index option and exercises it before final determination of the closing index
value for that day, it runs the risk that the level of the underlying index may
change before closing. If such a change causes the exercised option to fall
out-of-the-money, such Series will be required to pay the difference between the
closing index value and the exercise price of the option (times the applicable
multiple) to the assigned writer. Although such Series may be able to minimize
this risk by withholding exercise instructions until just before the daily cut
off time or by selling rather than exercising an option when the index level is
close to the exercise price, it may not be possible to eliminate this risk
entirely because the cut off times for index options may be earlier than those
fixed for other types of options and may occur before definitive closing index
values are announced. Global Growth Series will not write put options on
indices.

     SPECIAL RISKS OF PURCHASING OTC OPTIONS. When a Series writes an OTC
option, it generally will be able to close out the OTC option prior to its
expiration only by entering into an offsetting purchase transaction with the
dealer or counterparty with which the relevant Series originally wrote the OTC
option. Any such cancellation, if agreed to, may require the relevant Series to
pay a premium to the counterparty. While a Series will enter into OTC options
only with dealers which agree to, and which are expected to be capable of,
entering into closing transactions with such Series, there can be no assurance
that such Series will be able to liquidate an OTC option at a favorable price at
any time prior to expiration. Until a Series is able to effect an offsetting
purchase transaction with respect to a covered OTC call option that such Series
has written, it will not be able to liquidate securities held as cover until the
option expires or is exercised or different cover is substituted. Alternatively,
a Series could write an OTC call option to, in effect, close an existing OTC
call option or write an OTC put option to close its position on an OTC put
option. However, the Series would remain exposed to each counterparty's credit
risk on the put or call until such option is exercised or expires. There is no
guarantee that a Series will be able to write put or call options, as the case
may be, that would effectively close an existing position. In the event of
default or insolvency of the counterparty, a Series may be unable to liquidate
an OTC option.

     In entering into OTC options, a Series will be exposed to the risk that the
counterparty will default on, or be unable to fulfill, due to bankruptcy or
otherwise, its obligation under the option. In such event, a Series may lose the
benefit of the transaction. The value of an OTC option to a Series is dependent
upon the financial viability of the counterparty. If a Series decides to enter
into transactions in OTC options, the relevant Subadviser will take into account
the credit quality of counterparties in order to limit the risk of default by
the counterparty.

     STOCK INDEX FUTURES. Global Growth Series may purchase and sell stock index
futures which are traded on a commodities exchange or board of trade for certain
hedging and risk management purposes in accordance with regulations of the
Commodity Futures Trading Commission. A stock index futures contract is an
agreement in which one party agrees to deliver to another an amount of cash
equal to a specific dollar amount times the difference between a specific stock
index at the close of the last trading day of the contract and such index at the
time the agreement is made. No physical delivery of the underlying stocks in the
index is made.

     The successful use of stock index futures contracts and options on indices
by the Global Growth Series depends upon its ability to predict the direction of
the market underlying the index and is subject to various additional risks. The
correlation between movements in the price of the stock index future and the
price of the securities being hedged is imperfect and there is a risk that the
value of the securities being hedged may increase or decrease at a greater rate
than the related futures contract, resulting in losses to Global Growth Series.
Certain futures exchanges or boards of trade have established daily limits on
the amount that the price of a futures contract or related options may vary,
either up or down, from the previous day's settlement price. These daily limits
may restrict the Global Growth Series' ability to purchase or sell certain
futures contracts or related options on any particular day. In addition, if
Global Growth Series purchases futures to hedge against market advances before
it can invest in common stock in an advantageous manner and the market declines,
Global Growth Series might create a loss on the futures contract. In addition,
the ability of Global Growth Series to close out a futures position or an option
depends on a liquid secondary market. There is no assurance that liquid
secondary markets will exist for any particular futures contract or option at
any particular time.

     Global Growth Series will engage in transactions in stock index futures
contracts as a hedge against changes resulting from market conditions in the
values of securities which are held in Global Growth Series' portfolio or which
it intends to purchase. Global Growth Series will engage in such transactions
when they are economically appropriate for the reduction of risks inherent in
the ongoing management of Global Growth Series. The Global Growth Series may not
purchase or sell stock index futures if, immediately thereafter, more than
one-third of its net assets would be hedged and, in addition, except as
described above in the case of a call written and held on the same index, will
write call options on indices or sell stock index futures only if the amount

                                      B-13
<PAGE>

resulting from the multiplication of the then current level of the index (or
indices) upon which the option or future contract(s) is based, the applicable
multiplier(s), and the number of futures or options contracts which would be
outstanding, would not exceed one-third of the value of Global Growth Series'
net assets. Global Growth Series also may not purchase or sell stock index
futures for risk management purposes if, immediately thereafter, the sum of the
amount of margin deposits on Global Growth Series' existing futures positions
and premiums paid for such options would exceed 5% of the liquidation value of
the Global Growth Series' total assets after taking into account unrealized
profits and unrealized losses on any such contracts, provided, however, that in
the case of an option that is in-the-money, the in-the-money amount may be
excluded in computing such 5%. The above restriction does not apply to the
purchase and sale of stock index futures for bona fide hedging purposes. In
instances involving the purchase of stock index futures contracts by the Global
Growth Series, an amount of cash, short-term U.S. Government securities or other
high-grade short-term debt obligations, equal to the market value of the futures
contracts, may be deposited in a segregated account with the Fund's Custodian
and/or in a margin account with a broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.

     Under regulations of the Commodity Exchange Act, investment companies
registered under the Investment Company Act of 1940, as amended (the Investment
Company Act), are exempt from the definition of "community pool operator,"
subject to compliance with certain conditions. The exemption is conditioned upon
a requirement that all commodity futures or commodity options transactions
constitute bona fide hedging transactions within the meaning of the CFTC's
regulations. The Global Growth Series will use stock index futures and options
on futures as described herein in a manner consistent with this requirement. The
Global Growth Series may also enter into commodity futures or commodity options
contracts for income enhancement and risk management purposes if the aggregate
initial margin and option premiums do not exceed 5% of the liquidation value of
Global Growth Series' total assets.

FOREIGN CURRENCY FORWARD CONTRACTS, OPTIONS AND FUTURES TRANSACTIONS

     A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. There is no limitation on the value of
forward contracts into which a Series may enter. However, a Series' transactions
in forward contracts will be limited to hedging involving either specific
transactions or portfolio positions. Transaction hedging is the purchase or sale
of a forward contract with respect to specific receivables or payables of a
Series generally arising in connection with the purchase or sale of its
securities and accruals of interest or dividends receivable and Series expenses.
Position hedging is the sale of a foreign currency with respect to security
positions denominated or quoted in that currency. A Series may not position
hedge with respect to a particular currency for an amount greater than the
aggregate market value (determined at the time of making any sale of a forward
contract) of securities, denominated or quoted in, or currently convertible
into, such currency. A forward contract generally has no deposit requirements,
and no commissions are charged for such trades.

     A Series may enter into a forward contract to hedge against risk in the
following circumstances: (i) during the time period when such Series contracts
for the purchase or sale of a security denominated in a foreign currency, or
(ii) when such Series anticipates the receipt of dividends or interest payments
in a foreign currency with respect to a security it holds. By entering into a
forward contract in exchange for the purchase or sale of the amount of foreign
currency involved in the underlying transaction for a fixed amount of dollars,
such Series will be able to protect itself against a possible loss resulting
from an adverse change in the relationship between the U.S. dollar and the
subject foreign currency during the period between the date on which the
security is purchased or sold, or on which the dividend or interest payment is
declared, and the date on which such payments are made or received.
Additionally, when a Series' Subadviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, such Series may enter into a forward contract, for a fixed amount of
dollars, to sell the amount of foreign currency approximating the value of some
or all of the securities of a Series denominated in such foreign currency.
Further, a Series may enter into a forward contract in one foreign currency, or
basket of currencies, to hedge against the decline or increase in value in
another foreign currency. Use of a forward contract in different currency or
basket of currencies for hedging against market movements in another currency
magnifies the risk that movements in the price of the forward contract will not
correlate or will correlate unfavorably with the foreign currency being hedged.

     Forward currency contracts (i) are traded in an interbank market conducted
directly between currency traders (typically commercial banks or other financial
institutions) and their customers, (ii) generally have no deposit requirements
and (iii) are typically consummated without payment of any commissions. Failure
by a Series' counterparty to make or take delivery of the underlying currency at
the maturity of a forward contract would result in a loss to such Series of any
expected benefit of the transaction.

     As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures, by selling or purchasing, respectively, an
instrument identical to the

                                      B-14
<PAGE>

instrument purchased or sold. Secondary markets generally do not exist for
forward currency contracts, with the result that offsetting closing transactions
generally require negotiating directly with the counterparty to the forward
contract. Thus, there can be no assurance that a Series will in fact be able to
close out a forward currency contract at a favorable price prior to maturity. In
addition, in the event of insolvency of the counterparty, a Series might be
unable to close out a forward currency contract at any time prior to maturity.
In either event, such Series would continue to be subject to market risk with
respect to the position, and would continue to be required to maintain a
position in the securities or currencies that are the subject of the hedge or to
maintain cash or securities in a segregated account.

     Each Series may also purchase and sell futures contracts on foreign
currencies and groups of foreign currencies to protect against the effect of
adverse changes on foreign currencies. A Series will engage in transactions in
only those futures contracts and options thereon that are traded on a
commodities exchange or a board of trade. A "sale" of a futures contract means
the assumption of a contractual obligation to deliver the specified amount of
foreign currency at a specified price in a specified future month. A "purchase"
of a futures contract means the assumption of a contractual obligation to
acquire the currency called for by the contract at a specified price in a
specified future month. At the time a futures contract is purchased or sold, a
Series must allocate cash or securities as a deposit payment (initial margin).
Thereafter, the futures contract is valued daily, and the payment of "variation
margin" may be required, meaning such Series will provide or receive cash that
reflects any decline or increase as appropriate in the contract's value, a
process known as "marking to market."

     A Series may purchase and write put and call options on foreign currencies
traded on securities exchanges or boards of trade (foreign and domestic) and OTC
options for hedging purposes in a manner similar to that in which forward
foreign currency exchange contracts and futures contracts on foreign currencies
will be employed. Options on foreign currencies are similar to options on
securities, except that a Series has the right to take or make delivery of a
specified amount of foreign currency, rather than securities.

     Generally, OTC foreign currency options used by a Series are European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.

     If a Series' Subadviser anticipates purchasing a foreign security and also
anticipates a rise in the value of the currency of such foreign security
(thereby increasing the cost of such security), such Series may purchase call
options or write put options on the foreign currency. A Series could also enter
into a long forward contract or a long futures contract on such currency, or
purchase a call option, or write a put option, on a currency futures contract.
The use of such instruments could offset, at least partially, the effects of the
adverse movements of currency exchange rates.

FOREIGN CURRENCY STRATEGIES--SPECIAL CONSIDERATIONS

     A Series may use options on foreign currencies, futures contracts on
foreign currencies, options on futures contracts on foreign currencies and
forward currency contracts, to hedge against movements in the values of the
foreign currencies in which such Series' securities are denominated. Such
currency hedges can protect against price movements in a security that a Series
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated. Such hedges do not, however, protect
against price movements in the securities that are attributable to other causes.

     A Series might seek to hedge against changes in the value of a particular
currency when no futures contract, forward contract or option involving that
currency is available or one of such contracts is more expensive than certain
other contracts. In such cases, a Series may hedge against price movements in
that currency by entering into a contract on another currency or basket of
currencies, the value of which such Series' Subadviser believes will have a
positive correlation to the value of the currency being hedged. The risk that
movements in the price of the contract will not correlate perfectly with
movements in the price of the currency being hedged is magnified when this
strategy is used.

     The value of most futures contracts, options on futures contracts, forward
contracts and options on foreign currencies in the interbank market depends on
the value of the underlying currency relative to the U.S. dollar. Because
foreign currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of futures
contracts, forward contracts or options, a Series could be disadvantaged by
dealing in the odd-lot market (generally consisting of transactions of less than
$1 million) of the interbank market for the underlying foreign currencies at
prices that are less favorable than for round lots.

     There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirements that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions where rates
might be less favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S.

                                      B-15
<PAGE>

options or futures markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements might take place in
the underlying currency markets that cannot be reflected in the markets for the
futures contracts or options until they reopen.

     Settlement of futures contracts, forward contracts and options involving
foreign currencies might be required to take place within the country issuing
the underlying currency. Thus, a Series might be required to accept or make
delivery of the underlying foreign currency in accordance with any U.S. or
foreign regulations regarding the maintenance of foreign banking arrangements by
U.S. residents and might be required to pay any fees, taxes and charges
associated with such delivery assessed in the issuing country.

COVERED FORWARD CURRENCY CONTRACTS, FUTURES CONTRACTS AND OPTIONS

     Transactions using forward currency contracts, futures contracts and
options (other than options that the Series has purchased) expose a Series to an
obligation to another party. A Series will not enter into any such transactions
unless it owns either (1) an offsetting (covered) position in securities,
currencies, or other options, forward currency contracts or futures contracts,
or (2) liquid assets with a value sufficient at all times to cover its potential
obligations not covered as provided in(1) above. The Series will comply with SEC
guidelines regarding cover for these instruments and, if the guidelines so
require,set aside cash or liquid assets in a segregated account with its
Custodian in the prescribed amount.

     Assets used as cover or held in a segregated account cannot be sold while
the position in the corresponding forward currency contract, futures contract or
option is open, unless they are replaced with similar assets. As a result, the
commitment of a large portion of the Series' assets to cover segregated accounts
could impede portfolio management or the Series' ability to meet redemption
requests or other current obligations.

LIMITATIONS ON PURCHASE AND SALE OF OPTIONS ON FOREIGN CURRENCIES AND FUTURES
CONTRACTS ON FOREIGN CURRENCIES

     Global Growth Series will not (a) write puts having aggregate exercise
prices greater than 25% of total net assets; or (b) purchase (i) put options on
currencies or futures contracts on foreign currencies or (ii) call options on
foreign currencies if, after any such purchase, the aggregate premiums paid for
such options would exceed 10% of Global Growth Series' total net assets.

RISKS OF TRANSACTIONS IN OPTIONS ON FOREIGN CURRENCIES

     An option position may be closed out only on an exchange, board of trade or
other trading facility which provides a secondary market for an option of the
same series. Although a Series will generally purchase or write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market on an exchange will exist for any
particular option, or at any particular time, and for some options no secondary
market on an exchange or otherwise may exist. In such event it might not be
possible to effect offsetting transactions in particular options, with the
result that a Series would have to exercise its options in order to realize any
profits and would incur brokerage commissions upon the exercise of call options
and upon the subsequent disposition of underlying currencies acquired through
the exercise of call options or upon the purchase of underlying currencies for
the exercise of put options. If a Series as a covered call option writer is
unable to effect an offsetting purchase transaction in a secondary market, it
will not be able to sell the underlying currency until the option expires or it
delivers the underlying currency upon exercise.

     Reasons for the absence of a liquid secondary market on an options exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in the class or series of options) would cease to exist,
although outstanding options on that exchange that had been issued by a clearing
corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. There is no assurance that higher
than anticipated trading activity or other unforeseen events might not, at
times, render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers' orders.
The Series intend to purchase and sell only those options which are cleared by a
clearinghouse whose facilities are considered to be adequate to handle the
volume of options transactions.

RISKS OF OPTIONS ON FOREIGN CURRENCIES

     Options on foreign currencies involve the currencies of two nations and,
therefore, developments in either or both countries can affect the values of
such options. These risks include government actions affecting currency
valuation and the movements of

                                      B-16
<PAGE>

currencies from one country to another. The quality of currency underlying
option contracts represent odd lots in a market dominated by transactions
between banks; this can mean extra transaction costs upon exercise. Options
markets may be closed while round-the-clock interbank currency markets are open,
which can create price and rate discrepancies.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS

     There are several risks in connection with the use of futures contracts as
a hedging device. Due to the imperfect correlation between the price of futures
contracts and movements in the underlying currency or group of currencies, the
price of a futures contract may move more or less than the price of the
currencies being hedged. Therefore, a correct forecast of currency rates, market
trends or international political trends by the Manager or a Subadviser may
still not result in a successful hedging transaction.

     Although a Series will purchase or sell futures contracts only on exchanges
where there appears to be an adequate secondary market, there is no assurance
that a liquid secondary market on an exchange will exist for any particular
contract or at any particular time. Accordingly, there can be no assurance that
it will be possible, at any particular time, to close out a futures position. In
the event a Series could not close out a futures position and the value of such
position declined, such Series would be required to continue to make daily cash
payments of variation margin. There is no guarantee that the price movements of
the portfolio securities denominated in foreign currencies will, in fact,
correlate with the price movements in the futures contracts and thus provide an
offset to losses on a futures contract. Currently, futures contracts are
available on the Australian Dollar, British Pound, Canadian Dollar, Japanese
Yen, Swiss Franc, Deutsche Mark and Euro.

     Under regulations of the Commodity Exchange Act, investment companies
registered under the Investment Company Act are exempt from the definition of
"commodity pool operator," subject to compliance with certain conditions. The
exemption is conditioned upon a requirement that all of the Series' futures or
options on futures transactions constitute bona fide hedging transactions within
the meaning of the Commodity Futures Trading Commission's (CFTC's) regulations.
The Series will use currency futures and options on futures in a manner
consistent with this requirement. The Series may also enter into futures or
related options contracts for income enhancement and risk management purposes if
the aggregate initial margin and option premiums do not exceed 5% of the
liquidation value of the relevant Series' total assets.

     Successful use of futures contracts by a Series is also subject to the
ability of such Series' Manager or Subadviser to predict correctly movements in
the direction of markets and other factors affecting currencies generally. For
example, if a Series has hedged against the possibility of an increase in the
price of securities in its portfolio and the price of such securities increases
instead, such Series will lose part or all of the benefit of the increased value
of its securities because it will have offsetting losses in its futures
positions. In addition, in such situations, if such Series has insufficient cash
to meet daily variation margin requirements, it may need to sell securities to
meet such requirements. Such sales of securities will not necessarily be at
increased prices that reflect the rising market. A Series may have to sell
securities at a time when it is disadvantageous to do so.

     The hours of trading of futures contracts may not conform to the hours
during which a Series may trade the underlying securities. To the extent that
the futures markets close before the securities markets, significant price and
rate movements can take place in the securities markets that cannot be reflected
in the futures markets.

OPTIONS ON FUTURES CONTRACTS

     An option on a futures contract gives the purchaser the right, but not the
obligation, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period. The writer of the
option is required upon exercise to assume an offsetting futures position (a
short position if the option is a call and a long position if the option is a
put). Upon exercise of the option, the assumption of offsetting futures
positions by the writer and holder of the option will be accompanied by delivery
of the accumulated cash balance in the writer's futures margin account which
represents the amount by which the market price of the futures contract, at
exercise, exceeds, in the case of a call, or is less than, in the case of a put,
the exercise price of the option on the futures contract. Currently options can
be purchased or written with respect to futures contracts on the Australian
Dollar, British Pound, Canadian Dollar, Japanese Yen, Swiss Franc, Deutsche Mark
and Euro.

     The holder or writer of an option may close out its position by selling or
purchasing an offsetting option of the same series. There is no guarantee that
such close out transactions can be effected.

OTHER INVESTMENT TECHNIQUES

     Each Series may take advantage of opportunities in the area of options and
futures contracts and any other derivative instruments that are not presently
contemplated for use by it or that are not currently available but that may be
developed, to the extent such opportunities are both consistent with its
investment objective and legally permissible for it.

                                      B-17
<PAGE>

                             INVESTMENT RESTRICTIONS



     The following restrictions are fundamental policies. Fundamental policies
are those that cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. The term "majority of the
Fund's outstanding voting securities" means the vote of the lesser of (i) 67% or
more of the voting shares of the Fund represented at a meeting at which more
than 50% of the outstanding voting shares of the Fund are present in person or
represented by proxy, or (ii) more than 50% of the outstanding voting shares of
the Fund.

     NONE OF THE SERIES MAY:

     1. Purchase the securities of any issuer if, as a result, the Fund would
fail to be a diversified company within the meaning of the 1940 Act, and the
rules and regulations promulgated thereunder, as each may be amended from time
to time except to the extent that the Fund may be permitted to do so by
exemptive order, SEC release, no-action letter or similar relief or
interpretations (collectively, the "1940 Act Laws, Interpretations and
Exemptions".)

     2. Issue senior securities or borrow money or pledge its assets, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions. For purposes of
this restriction, the purchase or sale of securities on a when-issued or delayed
delivery basis, reverse repurchase agreements, dollar rolls, short sales,
derivative and hedging transactions such as interest rate swap transactions, and
collateral arrangements with respect thereto, and transactions similar to any of
the foregoing and collateral arrangements with respect thereto, and obligations
of the Fund to Directors pursuant to deferred compensation arrangements are not
deemed to be a pledge of assets or the issuance of a senior security.

     3. Buy or sell real estate, except that investments in securities of
issuers that invest in real estate and investments in mortgage-backed
securities, mortgage participations or other instruments supported or secured by
interests in real estate are not subject to this limitation, and except that the
Fund may exercise rights relating to such securities, including the right to
enforce security interests and to hold real estate acquired by reason of such
enforcement until that real estate can be liquidated in an orderly manner.

     4. Buy or sell physical commodities or contracts involving physical
commodities. The Fund may purchase and sell (i) derivative, hedging and similar
instruments such as financial futures contracts and options thereon, and (ii)
securities or instruments backed by, or the return from which is linked to,
physical commodities or currencies, such as forward currency exchange contracts,
and the Fund may exercise rights relating to such instruments, including the
right to enforce security interests and to hold physical commodities and
contracts involving physical commodities acquired as a result of the Fund's
ownership of instruments supported or secured thereby until they can be
liquidated in an orderly manner.

     5. Purchase any security if as a result 25% or more of the Fund's total
assets would be invested in the securities of issuers having their principal
business activities in the same industry, except for temporary defensive
purposes, and except that this limitation does not apply to securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities.

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

     The Fund may make loans, including loans of assets of the Fund, repurchase
agreements, trade claims, loan participations or similar investments, or as
permitted by the 1940 Act Laws, Interpretations and Exemptions. The acquisition
of bonds, debentures, other debt securities or instruments, or participations or
other interests therein and investments in government obligations, commercial
paper, certificates of deposit, bankers' acceptances or instruments similar to
any of the foregoing will not be considered the making of a loan, and is
permitted if consistent with the Fund's investment objective.

     For purposes of Investment Restriction 1, the Fund will currently not
purchase any security (other than obligations of the U.S. government, its
agencies or instrumentalities) if as a result, with respect to 75% of the Fund's
total assets, (i) more than 5% of the Fund's total assets (determined at the
time of investment) would be invested in securities of a single issuer and (ii)
the Fund would own more than 10% of the outstanding voting securities of any
single issuer.

     For purposes of Investment Restriction 5, the Fund relies on The North
American Industry Classification System published by the Bureau of Economic
Analysis, U.S. Department of Commerce, in determining industry classification.
The Fund's reliance on this classification system is not a fundamental policy of
the Fund and, therefore, can be changed without shareholder approval.

     Whenever any fundamental investment policy or investment restriction states
a maximum percentage of the Fund's assets, it is intended that, if the
percentage limitation is met at the time the investment is made, a later change
in percentage resulting from changing total asset values will not be considered
a violation of such policy. However, if the Fund's asset coverage for borrowings
permitted by Investment Restriction 2 falls below 300%, the Fund will take
prompt action to reduce its borrowings, as required by the 1940 Act Laws,
Interpretations and Exemptions.



                                      B-18
<PAGE>

                             MANAGEMENT OF THE FUND

(A) DIRECTORS

     The Fund has Directors who, in addition to overseeing the actions of the
Fund's Manager, Subadvisers and Distributor, decide upon matters of general
policy.

     The Directors also review the actions of the Fund's officers who conduct
and supervise the daily business operations of the Fund.

(B) MANAGEMENT INFORMATION--DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>

                                  POSITION WITH                 PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE(1)              FUND                     DURING PAST FIVE YEARS
---------------------             -------------                ----------------------



<S>                               <C>                 <C>
Delayne Dedrick Gold (62)         Director            Marketing Consultant.

* Robert F. Gunia (54)            Vice President      Executive Vice President and Chief Administrative
                                  and Director          Officer (since June 1999) or Prudential
                                                        Investments; Corporate
                                                        Vice President (Since
                                                        September 1997) of the
                                                        Prudential Insurance
                                                        Company of America
                                                        (Prudential); Executive
                                                        Vice President and
                                                        Treasurer (since
                                                        December 1996) of
                                                        Prudential Investments
                                                        Fund Management LLC
                                                        (PIFM); President (since
                                                        April 1999) of
                                                        Prudential Investment
                                                        Management Services LLC
                                                        (PIMS); formerly Senior
                                                        Vice President (March
                                                        1987-May 1999) of
                                                        Prudential Securities
                                                        Incorporated (Prudential
                                                        Securities); formerly
                                                        Chief Administrative
                                                        Officer (July
                                                        1989-September 1996),
                                                        Director (January
                                                        1989-September 1996),
                                                        and Executive Vice
                                                        President, Treasurer and
                                                        Chief Financial Officer
                                                        (June 1987-September
                                                        1996) of Prudential
                                                        Mutual Fund Management
                                                        Inc. (PMF).

Robert E. LaBlanc (66)            Director            President (since 1981) of Robert E. LaBlanc
                                                        Associates, Inc. (telecommunications); formerly
                                                        General Partner at Salomon Brothers and
                                                        Vice-Chairman of Continental Telecom; Director of
                                                        Storage Technology Corporation (since 1979), Titan
                                                        Corporation (since 1995), Salient 3
                                                        Communications, Inc. and Tribune Company (since
                                                        1981); and Trustee of Manhattan College.

* David R. Odenath, Jr. (43)      Director            Officer in Charge, President, Chief Executive
                                  and President         Officer and Chief Operating Officer (since June
                                                        1999). PIFM; Senior Vice President (since June
                                                        1999), Prudential; Senior Vice President (August
                                                        1993-May 1999), PaineWebber Group, Inc.
</TABLE>


                                      B-19
<PAGE>

<TABLE>
<CAPTION>

                                  POSITION WITH                 PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE(1)              FUND                     DURING PAST FIVE YEARS
---------------------             -------------                ----------------------



<S>                               <C>                 <C>
* Judy A. Rice (53)               Director            Executive Vice President (since 1999) of
                                                        Prudential Investments; Executive Vice President
                                                        (since 1999) of PIFM; formerly, various positions
                                                        to Senior Vice President (1992-1999), Prudential
                                                        Securities, Inc; and various positions to Managing
                                                        Director (1975-1999), Shearson Lehman Advisors;
                                                        Governor of the Money Management Institute; Member
                                                        of the Prudential Securities Operating Council,
                                                        Board Member of the National Association for
                                                        Variable Annuities.

Robin B. Smith (61)               Director            Chairman (since August 1996) and Chief Executive
                                                        Officer (since January 1988), formerly President
                                                        (September 1981-August 1996) and Chief Operating
                                                        Officer (September 1981-December 1988) of
                                                        Publishers Clearing House; Director of BellSouth
                                                        Corporation (since 1994), Texaco Inc. (since
                                                        1992), Springs Industries Inc. (since 1993) and
                                                        Kmart Corporation (since 1996).

Stephen Stoneburn (57)            Director            President and Chief Executive Officer (since June
                                                        1996), Quadrant Media Corp. (a publishing
                                                        company); formerly, President (June 1995-June
                                                        1996), Argus Integrated Media, Inc.; formerly
                                                        Senior Vice President and Managing Director
                                                        (January 1993-1995), Cowles Business Media; and
                                                        Senior Vice President (January 1991-1992), Gralla
                                                        Publications (a division of United Newspapers,
                                                        U.K.); and Senior Vice President, Fairchild
                                                        Publications, Inc.

Nancy H. Teeters (70)             Director            Economist; formerly Director of Inland Steel
                                                        Industries (July 1989-1999); formerly, Vice
                                                        President and Chief Economist of International
                                                        Business Machines (July 1984-July 1990); formerly,
                                                        Governor of the Federal Reserve System
                                                        (1978-1984).

Clay T. Whitehead (62)            Director            President (since May 1983), National Exchange Inc.
                                                        (new business development firm).

Grace C. Torres (41)              Treasurer           First Vice President (since December 1996) of
                                  and Principal         PIFM; First Vice President (since March 1994),
                                  Financial and         Prudential Securities; formerly First Vice
                                  Accounting            President (March 1994-September 1996), Prudential
                                  Officer               Mutual Fund Management, Inc.

Robert C. Rosselot (40)           Secretary           Assistant General Counsel (since September 1997)
                                                        of PIFM; formerly, partner with the law firm of
                                                        Howard & Howard, Bloomfield Hills, Michigan (since
                                                        December 1995) and, prior thereto, Corporate
                                                        Counsel, Federated Investors (1990-1995).


William V. Healey (47)            Assistant           Vice President and Associate General Counsel of
                                  Secretary             Prudential and Chief Legal Officer of Prudential
                                                        Investments, a business
                                                        unit of Prudential;
                                                        (since August 1998);
                                                        Director, ICI Mutual
                                                        Insurance Company (since
                                                        June 1999); formerly
                                                        Associate General
                                                        Counsel of The Dreyfus
                                                        Corporation (Dreyfus), a
                                                        subsidiary of Mellon
                                                        Bank, N.A. (Mellon
                                                        Bank), and an officer
                                                        and/or director of
                                                        various affiliates of
                                                        Mellon Bank and Dreyfus.


</TABLE>

------



     (1)  Unless otherwise noted, the address for each of the above persons is
          c/o Prudential Investments Fund Management LLC, Gateway Center Three,
          100 Mulberry Street, Newark, New Jersey 07102-4077.



     *    Interested director, as defined in the Investment Company Act, by
          reason of his affiliation with Prudential Securities or PIFM.

                                      B-20
<PAGE>



     Directors and officers of the Fund are also trustees, directors and
officers of some or all of the other investment companies distributed by PIMS.

     The Fund pays each of its Directors who is not an "affiliated" person of
PIFM annual compensation of $ , in addition to certain out-of-pocket expenses.
Directors who serve on fund committees receive additional compensation. The
amount of annual compensation paid to each Director may change as a result of
the introduction of additional funds upon which the Director will be asked to
serve.



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



     The Directors have adopted a retirement policy which calls for the
retirement of Directors on December 31 of the year in which they reach the age
of 75.



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



     The following table sets forth the aggregate compensation paid by the Fund
for the fiscal year ended October 31, 2000 to the Directors who are not
affiliated with the Manager and the aggregate compensation paid to such
Directors for service on the Fund's board and that of all other investment
companies managed by Prudential Investments Fund Management LLC (Fund Complex)
for the calendar year ended December 31, 2000. Below are listed the Directors
who have served the Fund during its most recent fiscal year.



                               COMPENSATION TABLE



                                                                      TOTAL 2000
                                                                    COMPENSATION

                                                                    FROM FUND
                                                   AGGREGATE        AND FUND
                                                 COMPENSATION     COMPLEX PAID
                 NAME AND POSITION                 FROM FUND     TO DIRECTORS(2)
                 -----------------                 ---------     ---------------

Edward D. Beach--Former Director                    $           $    (    )*
Delayne D. Gold--Director                                            (    )*
Robert F. Gunia (1)--Director                                           --
Don G. Hoff--Former Director                                         (    )*
Robert F. LaBlanc--Director                                          (    )*
David R. Odenath, Jr. (1)--Director                                     --
Judy A. Rice--Director                                                  --
Robin B. Smith--Director                                             (    )*
Stephen Stoneburn--Director                                          (    )*
Nancy H. Teeters--Director                                           (    )*
Clay T. Whitehead--Director                                          (    )*


----------
* Indicates number of funds/portfolios in the Fund Complex (including the Fund)
to which aggregate compensation relates.

(1) Directors who are "interested" do not receive compensation from the Fund
Complex (including the Fund).



(2) Total compensation from all the funds in the Fund Complex for the calendar
year ended December 31, 2000, includes amounts deferred at the election of
Directors under the Funds' deferred compensation plans. Including accrued
interest, total compensation amounted to $    for Director Robin B. Smith.
Currently, Ms. Smith has agreed to defer some of her fees at the T-Bill rate and
other fees at the fund rate.



                                      B-21
<PAGE>

               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES



     PIFM, as purchaser of shares of the International Growth Series prior to
commencement of the public offering of the International Growth Series shares,
is deemed to be a control person of the International Growth Series.



     Directors of the Fund are eligible to purchase Class Z shares of each
Series, which are sold without either an initial sales charge or CDSC to a
limited group of investors.



     As of ___________, the Directors and officers of the Fund, as a group,
owned less than 1% of the outstanding common stock of the Fund.

     As of ___________, the beneficial owners, directly or indirectly, of more
than 5% of the outstanding common stock of any series were:



<TABLE>
<CAPTION>

      NAME                                     ADDRESS                        SERIES/CLASS                NO. SHARES/%
      ----------------------------------------------------------------------------------------------------------------
      <S>                                      <C>                            <C>
      Pru Defined Contribution Svcs            30 Scranton Office Pk.         International Value/A
      FBO Pru-Non Trust Accounts               Moosic, PA 18507-1
      Attn.: John Sturdy
      Prudential Employee Savings Plan         30 Scranton Office Pk.         International Value/Z
      Attn.: Stephen Albert                    Moosic, PA 18507-1
      Prudential Trust Company                 30 Scranton Office Pk.         International Value/Z
      FBO Pru DC Trust Accounts                Moosic, PA 18507-1
      Attn.: John Sturdy
</TABLE>



     As of ___________, Prudential Securities was the record holder for other
beneficial owners of the following:



     SERIES/CLASS                              NO. OF SHARES/%
     ---------------------------------------------------------
     Global Growth/A
     Global Growth/B
     Global Growth/C
     Global Growth/Z
     International Value/A
     International Value/B
     International Value/C
     International Value/Z

                     INVESTMENT ADVISORY AND OTHER SERVICES

     (A) INVESTMENT ADVISORS



     The manager of each Series is Prudential Investments Fund Management LLC
(PIFM or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102-4077. PIFM serves as manager to substantially all of the other
investment companies that, together with the Series, comprise the "Prudential
Mutual Funds." See "How the Fund is Managed--Manager" in the Prospectus. As of
December 31, 2000 PIFM managed and/or administered open-end and closed-end
management investment companies with assets of approximately $76.7 billion and,
according to the Investment Company Institute, as of September 30, 1999, the
Prudential Mutual Funds were the 20th largest family of mutual funds in the
United States.

     Prudential Mutual Fund Services LLC (PMFS or the Transfer Agent), an
affiliate of PIFM, serves as the transfer agent and dividend distribution agent
for the Prudential Mutual Funds and, in addition, provides customer service,
recordkeeping and management and administrative services to qualified plans.

     Pursuant to the Management Agreements with the Fund with respect to each
Series (the Management Agreement), PIFM, subject to the supervision of the
Fund's Board of Directors and in conformity with the stated policies of each
Series, manages both the investment operations of the Series and the composition
of the Series' portfolio, including the purchase, retention, disposition and
loan of securities. In connection therewith, PIFM is obligated to keep certain
books and records of the Series. PIFM has hired The Prudential Investment
Corporation, doing business as Prudential Investments (PI), to provide
subadvisory services to the Global Growth series, and Bank of Ireland Asset
Management (U.S.) Limited (BIAM) to provide subadvisory services to the
International Value Series (PI and BIAM are also referred to collectively and
individually as the investment adviser or Subadviser). PIFM also administers the
Series' corporate affairs and, in connection therewith, furnishes the Series
with office facilities,


                                      B-22
<PAGE>

together with those ordinary clerical and bookkeeping services which are not
being furnished by State Street Bank and Trust Company, the Fund's custodian,
and PMFS, the Fund's transfer and dividend disbursing agent. The management
services of PIFM for the Series are not exclusive under the terms of the
Management Agreement and PIFM is free to, and does, render management services
to others.

     For its services, PIFM receives, pursuant to the Management Agreement, a
fee at an annual rate of .75% of Global Growth Series' average daily net assets
and 1% of International Value Series' average daily net assets to 300 million
and .90 of 1% of International Valor Series' average daily net assets in excess
of 300 million. The fee is computed daily and payable monthly. The Management
Agreement also provides that, in the event the expenses of a Series (including
the fees of PIFM, but excluding interest, taxes, brokerage commissions,
distribution fees and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of a Series'
business) for any fiscal year exceed the lowest applicable annual expense
limitation established and enforced pursuant to the statutes or regulations of
any jurisdiction in which a Series' shares are qualified for offer and sale, the
compensation due to PIFM will be reduced by the amount of such excess.
Reductions in excess of the total compensation payable to PIFM will be paid by
PIFM to the Fund. Currently, each Series believes that there are no such expense
limitations.

     In connection with its management of the corporate affairs of each Series,
     PIFM bears the following expenses:

          (a) the salaries and expenses of all of its and a Series' personnel
     except the fees and expenses of Directors who are not affiliated persons of
     PIFM or the Series' investment adviser;

          (b) all expenses incurred by PIFM or by a Series in connection with
     managing the ordinary course of such Series' business, other than those
     assumed by such Series as described below;



          (c) with respect to the Global Growth Series, the costs and expenses
     payable to the investment advisor pursuant to the subadvisory agreement
     between PIFM and the investment advisor (the Subadvisory Agreement);

          (d) with respect to the International Value Series, the fees payable
     to BIAM pursuant to the subadvisory agreement between PIFM and BIAM (also
     referred to as the Subadvisory Agreement as the context requires); and

          (e) with respect to International Value Series, the costs and expenses
     payable to the investment advisor pursuant to a subadvisory agreement
     between PIFM and the investment advisor.

     Under the terms of the Management Agreements, each Series is responsible
for the payment of the following expenses: (a) the fees payable to the Manager,
(b) the fees and expenses of Directors who are not affiliated with PIFM or such
Series' Investment Adviser, (c) the fees and certain expenses of the Custodian
and Transfer Agent, including the cost of providing records to the Manager in
connection with its obligation of maintaining required records of each Series
and of pricing such Series' shares, (d) the charges and expenses of legal
counsel and independent accountants for such Series, (e) brokerage commissions
and any issue or transfer taxes chargeable to such Series in connection with its
securities transactions, (f) all taxes and corporate fees payable by such Series
to governmental agencies, (g) the fees of any trade associations of which such
Series may be a member, (h) the cost of stock certificates representing shares
of such Series, (i) the cost of fidelity and liability insurance, (j) the fees
and expenses involved in registering and maintaining registration of such Series
and of its shares with the Securities and Exchange Commission, registering such
Series and qualifying its shares under state securities laws, including the
preparation and printing of the Fund's registration statements and prospectuses
for such purposes, (k) allocable communications expenses with respect to
investor services and all expenses of shareholders' and Directors' meetings and
of preparing, printing and mailing reports, proxy statements and prospectuses to
shareholders in the amount necessary for distribution to the shareholders, (l)
litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of such Series' business and (m) distribution
fees.

     The Management Agreements provide that PIFM will not be liable for any
error of judgment or for any loss suffered by a Series in connection with the
matters to which the Management Agreement relates, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard of duty.
The Management Agreements provide that it will terminate automatically if
assigned (as defined in the Investment Company Act), and that it may be
terminated without penalty by either party upon not more than 60 days' nor less
than 30 days' written notice. The Management Agreements will continue in effect
for a period of more than two years from the date of execution only so long as
such continuance is specifically approved at least annually in conformity with
the Investment Company Act. For the fiscal years ended October 31, 2000, 1999
and 1998, PIFM received management fees of $          , $4,871,323 and
$4,690,703, respectively, from Global Growth Series. For the fiscal years ended
October 31, 2000, 1999 and 1998, PIFM received management fees of $          ,
$4,763,060 and $4,158,188 respectively, from International Value Series. For the
fiscal year ended October 31, 2000, PIFM received management fees of
$            from Jennison International Growth Series.

     With respect to Global Growth Series, PIFM has entered into a Subadvisory
Agreement with PI. The Subadvisory Agreement provides that PI will furnish
investment advisory services in connection with the management of the Global
Growth Series. In


                                      B-23
<PAGE>

connection therewith, PI is obligated to keep certain books and records of the
Global Growth Series. PIFM continues to have responsibility for all investment
advisory services pursuant to the Management Agreement and supervises PI's
performance of such services. Prior to January 1, 2000, PI was reimbursed by
PIFM for the reasonable costs and expenses incurred by PI in furnishing those
services. Beginning January 1, 2000, PI receives an asset-based fee from PIFM in
the amount of 1.375% of Global Growth Series' average daily net assets.



     With respect to International Value Series, PIFM has entered into a
Subadvisory Agreement (the Subadvisory Agreement) with BIAM. The Subadvisory
Agreement with BIAM provides that PIFM will compensate BIAM for its services at
an annual rate of .75% of International Value Series' average daily net assets
up to and including $50 million, .60% of International Value Series' average
daily net assets in excess of $50 million up to and including $300 million and
 .45% of International Value Series' average daily net assets in excess of $300
million. For the fiscal years ended October 31, 2000, 1999 and 1998, Mercator
Asset Management L.P. (Mercator), the Series' previous Subadvisor, received fees
of $          , $2,668,377 and $2,396,184, respectively, from PIFM. Dedicated to
global and international common stock investing, Mercator was initially founded
in 1984 by senior professionals formerly associated with Templeton Investment
Counsel as Mercator Asset Management, Inc. (Mercator, Inc.). On November 30,
1995, Mercator, a limited partnership organized under the laws of the State of
Delaware, assumed the investment advisory business of Mercator, Inc. As of
September 30, 1999, Mercator had approximately $3.4 billion in assets under
management. The current Subadvisory Agreement provides that BIAM will furnish
investment advisory services in connection with the management of the
International Value Series. In connection therewith, BIAM is obligated to keep
certain books and records of the International Value Series. PIFM continues to
have responsibility for all investment advisory services pursuant to the
Management Agreement and supervises BIAM's performance of such services.

     [TEXT TO FOLLOW ABOUT PORTFOLIO MANAGEMENT AND INTERNATIONAL GROWTH SERIES]


     With respect to International Value Series, and pursuant to a subadvisory
agreement with PIFM, PI provides investment advisory services to such Series
with respect to (i) the management of short-term assets, including cash, money
market instruments and repurchase agreements and (ii) the lending of portfolio
securities in connection with the management of the International Value Series.
For these services, PIFM will reimburse PI for reasonable costs and expenses
incurred by PI determined in a manner acceptable to PIFM.



     Each Subadvisory Agreement provides that it will terminate in the event of
its assignment (as defined in the Investment Company Act) or upon the
termination of the relevant Management Agreement. Each Subadvisory Agreement may
be terminated by the Fund, PIFM, or (i) with respect to International Value
Series, BIAM or PI and (ii) with respect to Global Growth Series, PI, upon not
more than 60 days', nor less than 30 days', written notice. Each Subadvisory
Agreement provides that it will continue in effect for a period of more than two
years from its execution only so long as such continuance is specifically
approved at least annually in accordance with the requirements of the Investment
Company Act.



(B) PRINCIPAL UNDERWRITER, DISTRIBUTOR AND RULE 12B-1 PLANS



     Prudential Investment Management Services LLC (PIMS or the Distributor),
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, acts
as the distributor of the shares of the Series PIFM and PI, which are affiliated
persons of the Series, are affiliates of PIMS.



     Pursuant to separate Distribution and Service Plans (the Class A Plan, the
Class B Plan and the Class C Plan, collectively the Plans) adopted by the Fund
on behalf of each Series pursuant to Rule 12b-1 under the Investment Company Act
and a distribution agreement (the Distribution Agreement), the Distributor
incurs the expenses of distributing the Fund's Class A, Class B and Class C
shares. PIMS serves as the Distributor of the Class Z shares and incurs the
expenses of distributing the Series' Class Z shares under the Distribution
Agreement with the Fund, none of which are reimbursed by or paid for by either
Series. See "How the Fund is Managed--Distributor" in the Prospectus.

                                      B-24
<PAGE>


     Each Series' Class A Plan provides that (i) up to .25 of 1% of the average
daily net assets of the Class A shares of such Series may be used to pay for
personal service and the maintenance of shareholder accounts (service fee) and
(ii) total distribution fees (including the service fee of .25 of 1%) may not
exceed .30 of 1% of the average daily net assets of the Class A shares of such
Series. The Global Growth Series' Class B Plan provides that (i) up to .25 of 1%
of the average daily net assets of the Class B shares of such Series may be paid
as a service fee and (ii) .50 of 1% (not including the service fee) per annum of
such Series' average daily net assets up to the level of average daily net
assets as of February 26, 1986, plus .75 of 1% of the average daily net assets
of the Class B shares of such Series in excess of such level may be used as
compensation for distribution-related expenses with respect to the Class B
shares of such Series. The International Value Series' Class B Plan and the
International Growth Series' Class B Plan each provides that (i) up to .25 of 1%
of the average daily net assets of the Class B shares of such Series may be paid
as a service fee and (ii) .75 of 1% (not including the service fee) per annum of
such Series' average daily net assets may be used as compensation for
distribution-related expenses with respect to the Class B shares (asset-based
sales charge). Each Series' Class C Plan provides that (i) up to .25 of 1% of
the average daily net assets of the Class C shares of such Series may be paid as
a service fee and (ii) .75 of 1% (not including the service fee) per annum of
such Series' average daily net assets may be used as compensation for
distribution-related expenses with respect to the Class C shares (asset-based
sales charge).


     The Class A, Class B and Class C Plans continue in effect from year to
year, provided that each such continuance is approved at least annually by a
vote of the Board of Directors, including a majority vote of Directors who are
not interested persons of the Fund and who have no direct or indirect financial
interest in the Class A, Class B or Class C Plan or in any agreement related to
the Plans (the Rule 12b-1 Directors), cast in person at a meeting called for the
purpose of voting on such continuance. The Plans may each be terminated at any
time, without penalty, by the vote of a majority of the Rule 12b-1 Directors or
by the vote of the holders of a majority of the outstanding shares of the
applicable class of the Series to which such Plan relates. The Plans may not be
amended to increase materially the amounts to be spent for the services
described therein without approval by the shareholders of the applicable class
(by both Class A and Class B shareholders, voting separately, in the case of
material amendments to the Class A Plan), and all material amendments are
required to be approved by the Board of Directors in the manner described above.
Each Plan will automatically terminate in the event of its assignment. A Series
will not be contractually obligated to pay expenses incurred under any Plan if
it is terminated or not continued.

     Pursuant to each Plan, the Board of Directors will review at least
quarterly a written report of the distribution expenses incurred on behalf of
each class of shares of a Series by the Distributor. The report includes an
itemization of the distribution expenses and the purposes of such expenditures.
In addition, as long as the Plans remain in effect, the selection and nomination
of Rule 12b-1 Directors shall be committed to the Rule 12b-1 Directors.

     Pursuant to the Distribution Agreement, the Fund has agreed to indemnify
the Distributor to the extent permitted by applicable law against certain
liabilities under the Securities Act of 1933, as amended.

     The distribution and/or service fees may also be used by the Distributor to
compensate on a continuing basis dealers in consideration for the distribution,
marketing, administrative and other services and activities provided by dealers
with respect to the promotion of the sale of the Fund's shares and the
maintenance of related shareholder accounts.

GLOBAL GROWTH SERIES



     CLASS A PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ under the Class A Plan. These amounts were expended on commission
credits to Prudential Securities Incorporated (Prudential Securities) and Pruco
Securities Corporation (Prusec), each of which is an affiliated broker-dealer,
for payments of commissions and account servicing fees to financial advisers and
other persons who sell Class A shares. For the fiscal year ended October 31,
2000, PIMS also received approximately $ in initial sales charges.

     CLASS B PLAN. For the fiscal year ended October 31, ,2000, PIMS received
payments of $ from the Series under the Class B Plan and spent approximately $ ,
in distributing the Class B shares of the Series. It is estimated that of the
latter amounts approximately $ ( %) was spent on printing and mailing of
prospectuses to other than current shareholders; $ ( %) on compensation to
Prusec for commissions to its representatives and other expenses, including an
allocation on account of overhead and other branch office distribution-related
expenses incurred by it for distribution of Class B shares; and $ ( %) in the
aggregate on (i) payments of commissions and account servicing fees to its
financial advisers $ ( %) and (ii) an allocation on account of overhead and
other branch office distribution expenses $ ( %). The term "overhead and other
branch office distribution related expenses" represents (a) the expenses of
operating Prusec's and Prudential Securities' branch offices in connection with
the sale of Series shares, including lease costs, the salaries and employee
benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies, (b) the costs of
client sales seminars, (c) expenses of mutual fund sales coordinators to promote
the sale of Series shares and (d) other incidental expenses relating to branch
promotion of Series sales.



                                      B-25
<PAGE>



     The Distributor also receives the proceeds of contingent deferred sales
charges paid by holders of Class B shares upon certain redemptions of Class B
shares. For the fiscal year ended October 31, 2000, PIMS received approximately
$ , in contingent deferred sales charges.

     CLASS C PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ from the Series under the Class C Plan and spent approximately $
in distributing the Class C shares of the Series. It is estimated that of the
latter amounts approximately $ ( %) was spent on printing and mailing of
prospectuses to other than current shareholders; $ ( %) on compensation to
Prusec for commissions to its representatives and other expenses, including an
allocation on account of overhead and other branch office distribution-related
expenses incurred by it for distribution of Class C shares; and $ ( %) in the
aggregate on (i) payments of commissions and account servicing fees to its
financial advisers $ ( %) and (ii) an allocation on account of overhead and
other branch office distribution expenses $ ( %).

     The Distributor also receives the proceeds of contingent deferred sales
charges paid by investors upon certain redemptions of Class C shares. For the
fiscal year ended October 31, 2000, PIMS received contingent deferred sales
charges of approximately $ .

     For the fiscal year ended October 31, 2000, the Distributor also received
approximately $ in initial sales charges attributable to Class C shares.

INTERNATIONAL VALUE SERIES

     CLASS A PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ under the Class A. Plan. These amounts were expended on commission
credits to Prudential Securities and Prusec for payments of commissions and
account servicing fees to financial advisers and other persons who sell Class A
shares. For the fiscal year ended October 31, 2000, PIMS also received
approximately $ in initial sales charges.

     CLASS B PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ from the Series under the Class B Plan and spent approximately, $
in distributing the Class B shares of the Series. It is estimated that of the
latter amounts approximately $ ( %) was spent on printing and mailing of
prospectuses to other than current shareholders; $ ( %) on compensation to
Prusec for commissions to its representatives and other expenses, including an
allocation on account of overhead and other branch office distribution-related
expenses incurred by it for distribution of Class B shares; and $ ( %) in the
aggregate on (i) payments of commissions and account servicing fees to its
financial advisers $ ( %) and (ii) an allocation on account of overhead and
other branch office distribution-related expenses $ ( %). The term "overhead and
other branch office distribution-related expenses" represents (a) the expenses
of operating Prusec's and Prudential Securities' branch offices in connection
with the sale of Series shares, including lease costs, the salaries and employee
benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies, (b) the costs of
client sales seminars, (c) expenses of mutual fund sales coordinators to promote
the sale of Series shares and (d) other incidental expenses relating to branch
promotion of Series sales.

     The Distributor also receives the proceeds of contingent deferred sales
charges paid by holders of Class B shares upon certain redemptions of Class B
shares. For the fiscal year ended October 31, 2000, PIMS received approximately
$ in contingent deferred sales charges.

     CLASS C PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ from the Series under the Class C Plan and spent approximately $
in distributing the Class C shares of the Series. It is estimated that of the
latter amounts approximately $ ( %) was spent on printing and mailing of
prospectuses to other than current shareholders; $ ( %) on compensation to
Prusec for commissions to its representatives and other expenses, including an
allocation on account of overhead and other branch office distribution-related
expenses incurred by it for distribution of Class C shares; and $ ( %) in the
aggregate on (i) payments of commissions and account servicing fees to its
financial advisers $ ( %) and (ii) an allocation on account of overhead and
other branch office distribution expenses $ ( %).

     The Distributor also receives the proceeds of contingent deferred sales
charges paid by investors upon certain redemptions of Class C shares. For the
fiscal year ended October 31, 2000, PIMS received contingent deferred sales
charges of approximately $ .

     For the fiscal year ended October 31, 2000, the Distributor also received
approximately $ in initial sales charges attributable to Class C shares.

INTERNATIONAL GROWTH SERIES

     CLASS A PLAN.  For the fiscal year ended  October 31, 2000,  PIMS  received
payments of $ under the Class A. Plan. These amounts were expended on commission
credits to Prudential Securities and Prusec for payments of commissions and



                                      B-26
<PAGE>



account servicing fees to financial advisers and other persons who sell Class A
shares. For the fiscal year ended October 31, 2000, PIMS also received
approximately $ in initial sales charges.

     CLASS B PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ from the Series under the Class B Plan and spent approximately, $
in distributing the Class B shares of the Series. It is estimated that of the
latter amounts approximately $ ( %) was spent on printing and mailing of
prospectuses to other than current shareholders; $ ( %) on compensation to
Prusec for commissions to its representatives and other expenses, including an
allocation on account of overhead and other branch office distribution-related
expenses incurred by it for distribution of Class B shares; and $ ( %) in the
aggregate on (i) payments of commissions and account servicing fees to its
financial advisers $ ( %) and (ii) an allocation on account of overhead and
other branch office distribution-related expenses $ ( %). The term "overhead and
other branch office distribution-related expenses" represents (a) the expenses
of operating Prusec's and Prudential Securities' branch offices in connection
with the sale of Series shares, including lease costs, the salaries and employee
benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies, (b) the costs of
client sales seminars, (c) expenses of mutual fund sales coordinators to promote
the sale of Series shares and (d) other incidental expenses relating to branch
promotion of Series sales.

     The Distributor also receives the proceeds of contingent deferred sales
charges paid by holders of Class B shares upon certain redemptions of Class B
shares. For the fiscal year ended October 31, 2000, PIMS received approximately
$ in contingent deferred sales charges.

     CLASS C PLAN. For the fiscal year ended October 31, 2000, PIMS received
payments of $ from the Series under the Class C Plan and spent approximately $
in distributing the Class C shares of the Series. It is estimated that of the
latter amounts approximately $ ( %) was spent on printing and mailing of
prospectuses to other than current shareholders; $ ( %) on compensation to
Prusec for commissions to its representatives and other expenses, including an
allocation on account of overhead and other branch office distribution-related
expenses incurred by it for distribution of Class C shares; and $ ( %) in the
aggregate on (i) payments of commissions and account servicing fees to its
financial advisers $________ ( %) and (ii) an allocation on account of overhead
and other branch office distribution expenses $ ( %).

     The Distributor also receives the proceeds of contingent deferred sales
charges paid by investors upon certain redemptions of Class C shares. For the
fiscal year ended October 31, 2000, PIMS received contingent deferred sales
charges of approximately $ .

     For the fiscal year ended October 31, 2000, the Distributor also received
approximately $         in initial sales charges attributable to Class C shares.



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

     NASD MAXIMUM SALES CHARGE RULE. Pursuant to rules of the NASD, the
Distributor is required to limit aggregate initial sales charges, deferred sales
charges and asset-based sales charges to 6.25% of total gross sales of each
class of shares. Interest charges on unreimbursed distribution expenses equal to
the prime rate plus one percent per annum may be added to the 6.25% limitation.
Sales from the reinvestment of dividends and distributions are not included in
the calculation of the 6.25% limitation. The annual asset-based sales charge on
shares of a Series may not exceed .75 of 1% per class. The 6.25% limitation
applies to a Series rather than on a per shareholder basis. If aggregate sales
charges were to exceed 6.25% of total gross sales of any class, all sales
charges on shares of that class would be suspended.

FEE WAIVERS/SUBSIDIES

     PIFM may from time to time waive all or a portion of its management fee and
subsidize all or a portion of the operating expenses of the Fund. In addition,
the Distributor has contractually agreed to waive a portion of its distribution
fees for the Class A shares as described above. Fee waivers and subsidies will
increase the Fund's total return.

(C) OTHER SERVICE PROVIDERS

     State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Fund's portfolio securities and
cash and, in that capacity, maintains certain financial and accounting books and
records pursuant to an agreement with the Fund. Subcustodians provide custodial
services for the Fund's foreign assets held outside the United States.

                                      B-27
<PAGE>



     Prudential Mutual Fund Services LLC (PMFS), 194 Wood Avenue South, Iselin,
New Jersey 08853, serves as the transfer and dividend disbursing agent of the
Fund. PMFS is a wholly-owned subsidiary of PIFM. PMFS provides customary
transfer agency services to the Fund, including the handling of shareholder
communications, the processing of shareholder transactions, the maintenance of
shareholder account records, the payment of dividends and distributions and
related functions. For these services, PMFS receives an annual fee per
shareholder account, a new account set-up fee for each manually established
account and a monthly inactive zero balance account fee per shareholder account.
PMFS is also reimbursed for its out-of-pocket expenses, including but not
limited to postage, stationery, printing, allocable communication expenses and
other costs. For the fiscal year ended October 31, 2000, the Fund incurred fees
of approximately $ for the services of PMFS.

                                                                 , serves as the
Fund's independent accountants and in that capacity audits the Fund's annual
financial statements.

(D) CODE OF ETHICS

     The Board of Directors has adopted a Code of Ethics, in addition, the
Manager, Subadviser and Distributor have each adopted a Code of Ethics
(collectively, the Codes). The Codes permit personnel subject to the Codes to
invest in securities including securities that may be purchased or held by the
Fund. However, the protective provisions of the Codes prohibit certain
investments and limit such personnel from making investments during periods when
the Fund is making such investments. The Codes are on public file with, and are
available from, the Commission.



                    BROKERAGE ALLOCATION AND OTHER PRACTICES

     The Manager is responsible for decisions to buy and sell securities,
options and futures contracts for the Series, the selection of brokers, dealers
and futures commission merchants to effect the transactions and the negotiation
of brokerage commissions, if any. Purchases and sales of securities, options or
futures on a national securities exchange or board of trade are effected through
brokers or futures commission merchants who charge a negotiated commission for
their services; on foreign securities exchanges, commissions may be fixed.
Orders may be directed to any broker or futures commission merchant including,
to the extent and in the manner permitted by applicable law, Prudential
Securities and its affiliates. The term "Manager" as used in this section
includes the Subadvisers.

     In the over-the-counter market, securities are generally traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. The Series will not deal with Prudential
Securities or any affiliate in any transaction in which Prudential Securities or
any affiliate acts as principal. Thus, they will not deal in over-the-counter
securities with Prudential Securities acting as market maker, and they will not
execute a negotiated trade with Prudential Securities if execution involves
Prudential Securities' acting as principal with respect to any part of a Series'
order.

     Portfolio securities may not be purchased from any underwriting or selling
syndicate of which Prudential Securities (or any affiliate), during the
existence of the syndicate, is a principal underwriter (as defined in the
Investment Company Act), except in accordance with rules of the Commission. This
limitation, in the opinion of each Series, will not significantly affect the
Series' ability to pursue its present investment objective. However, in the
future, in other circumstances, a Series may be at a disadvantage because of
this limitation in comparison to other funds with similar objectives but not
subject to such limitations.

     In placing orders for portfolio securities of the Series, the Manager is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that the Manager will seek to execute each
transaction at a price and commission, if any, which provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. While the
Manager generally seeks reasonably competitive spreads or commissions, the
Series will not necessarily be paying the lowest spread or commission available.
Within the framework of this policy, the Manager will consider research and
investment services provided by brokers, dealers or futures commission merchants
who effect or are parties to portfolio transactions of the Series, the Manager
or its clients. Such research and investment services are those which brokerage
houses customarily provide to institutional investors and include statistical
and economic data and research reports on particular companies and industries.
Such services are used by the Manager in connection with all of its investment
activities, and some of such services obtained in connection with the execution
of transactions for the Series may be used in managing other investment
accounts. Conversely, brokers, dealers or futures commission merchants
furnishing such services may be selected for the execution of transactions of
such other accounts, whose aggregate assets are far larger than those of the
Series, and the services furnished by such brokers, dealers or futures
commission merchants may be used by the Manager in providing investment
management for the Series.

                                      B-28
<PAGE>

Commission rates are established pursuant to negotiations with the broker,
dealer or futures commission merchant based on the quality and quantity of
execution services provided by the broker, dealer or futures commission merchant
in the light of generally prevailing rates. The Manager is authorized to pay
higher commissions on brokerage transactions for the Series to brokers, dealers
or futures commission merchants other than Prudential Securities in order to
secure research and investment services described above, subject to review by
the Fund's Board of Directors from time to time as to the extent and
continuation of this practice. The allocation of orders among brokers, dealers
and futures commission merchants and the commission rates paid are reviewed
periodically by the Fund's Board of Directors.

     Subject to the above considerations, Prudential Securities may act as a
broker or futures commission merchant for the Fund. In order for Prudential
Securities (or any affiliate) to effect any portfolio transactions for the
Series, the commissions, fees or other remuneration received by Prudential
Securities (or any affiliate) must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers or futures
commission merchants in connection with comparable transactions involving
similar securities or futures being purchased or sold on a securities exchange
or board of trade during a comparable period of time. This standard would allow
Prudential Securities (or any affiliate) to receive no more than the
remuneration which would be expected to be received by an unaffiliated broker in
a commensurate arm's-length transaction. Furthermore, the Board of Directors of
the Fund, including a majority of the noninterested directors, has adopted
procedures which are reasonably designed to provide that any commissions, fees
or other remuneration paid to Prudential Securities (or any affiliate) are
consistent with the foregoing standard. In accordance with Section 11(a) of the
Securities Exchange Act of 1934, Prudential Securities may not retain
compensation for effecting transactions on a national securities exchange for
the Series unless the Series has expressly authorized the retention of such
compensation. Prudential Securities must furnish to each Series at least
annually a statement setting forth the total amount of all compensation retained
by Prudential Securities from transactions effected for such Series during the
applicable period. Brokerage transactions with Prudential Securities (or any
affiliate) are also subject to such fiduciary standards as may be imposed upon
Prudential Securities (or such affiliate) by applicable law.


     The table presented below shows certain information regarding the payment
of commissions by Global Growth Series, including the amount of such commissions
paid to Prudential Securities, for the three year period ended October 31, 2000.

<TABLE>
<CAPTION>

                                                                                 FISCAL YEARS ENDED OCTOBER 31,
                                                                                 ------------------------------
                                                                                 2000        1999          1998
                                                                                 ----        ----          ----
<S>                                                                                       <C>           <C>
Total brokerage commissions paid by the Series ...............................            $1,533,989    $1,836,706
Total brokerage commissions paid to Prudential Securities ....................            $        0    $   18,700
Percentage of total brokerage commissions paid to Prudential Securities ......                     0%          1.0%
Percentage of total dollar amount of transactions involving
     commissions that were effected through Prudential Securities ............                     0%          1.4%




     The table presented below shows certain information regarding the payment
of commissions by International Value Series, including the amount of such
commissions paid to Prudential Securities, for the three year period ended
October 31, 2000.
</TABLE>



<TABLE>
<CAPTION>
                                                                                 FISCAL YEARS ENDED OCTOBER 31,
                                                                                 2000        1999          1998
                                                                                 ----        ----          ----

<S>                                                                            <C>         <C>           <C>
Total brokerage commissions paid by the Series ...............................              $517,516      $342,294
Total brokerage commissions paid to Prudential Securities ....................              $      0      $      0
Percentage of total brokerage commissions paid to
  Prudential Securities ......................................................                     0%            0%
Percentage of total dollar amount of transactions involving
  commissions that were effected through Prudential
  Securities .................................................................                     0%            0%
</TABLE>


                                      B-29
<PAGE>

     The table presented below shows certain information regarding the payment
of commissions by International Growth Series, including the amount of such
commissions paid to Prudential Securities, for the year period from March 15,
2000 through October 31, 2000.

<TABLE>
<CAPTION>
                                                                                 FISCAL PERIOD ENDED OCTOBER 31,
                                                                                 2000
                                                                                 ----

<S>                                                                             <C>
Total brokerage commissions paid by the Series ...............................  $
Total brokerage commissions paid to Prudential Securities ....................  $
Percentage of total brokerage commissions paid to Prudential Securities ......        %
Percentage of total dollar amount of transactions involving
  commissions that were effected through Prudential Securities ...............        %
</TABLE>


                         CAPITAL STOCK AND ORGANIZATION



     THE FUND IS AUTHORIZED TO ISSUE 1.5 BILLION SHARES OF COMMON STOCK, $.01
PER SHARE WHICH ARE CURRENTLY DIVIDED INTO THREE PORTFOLIOS OR SERIES, GLOBAL
GROWTH SERIES AND INTERNATIONAL VALUE SERIES, EACH OF WHICH CONSISTS OF 500
MILLION AUTHORIZED SHARES AND PRUDENTIAL JENNISON INTERNATIONAL GROWTH FUND,
ALSO CONSISTING OF 500 MILLION AUTHORIZED SHARES. THE SHARES OF EACH SERIES ARE
DIVIDED INTO FOUR CLASSES, DESIGNATED CLASS A, CLASS B, CLASS C AND CLASS Z
SHARES. Each class of shares represents an interest in the same assets of each
Series and is identical in all respects except that (i) each class is subject to
different sales charges and distribution and/or service fees (except for Class Z
shares, which are not subject to any sales charges and distribution and/or
service fees), which may affect performance, (ii) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to its
arrangement and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class, (iii) each class has a different exchange privilege, (iv) only
Class B shares have a conversion feature and (v) Class Z shares are offered
exclusively for sale to a limited group of investors. See "How the Series is
Managed--Distributor in each Series' prospectus. "In accordance with the Fund's
Articles of Incorporation, the 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 Trustees may
determine. Currently, the Fund is offering four classes, designated Class A,
Class B, Class C and Class Z shares.


     The Articles of Incorporation further provide that no Director, officer,
employee or agent of the Fund is liable to the Fund or to a shareholder, nor is
any Director, officer, employee or agent liable to any third persons in
connection with the affairs of the Fund, except as such liability may arise from
his or her own bad faith, willful misfeasance, gross negligence or reckless
disregard of his or her duties. It also provides that all third parties shall
look solely to the Fund property for satisfaction of claims arising in
connection with the affairs of the Fund. With the exceptions stated, the
Articles of Incorporation permit the Directors to provide for the
indemnification of Directors, officers, employees or agents of the Fund against
all liability in connection with the affairs of the Fund.

     The Fund shall continue without limitation of time subject to the
provisions in the Articles of Incorporation concerning termination by action of
the shareholders or by the Directors by written notice to the shareholders.

     Pursuant to the Articles of Incorporation, the Directors may authorize the
creation of additional series of shares (the proceeds of which would be invested
in separate, independently managed portfolios with distinct investment
objectives and policies and share purchase, redemption and net asset value
procedures) with such preferences, privileges, limitations and voting and
dividend rights as the Directors may determine. All consideration received by
the Fund for shares of any additional series, and all assets in which such
consideration is invested, would belong to that series (subject only to the
rights of creditors of that series) and would be subject to the liabilities
related thereto. Pursuant to the Investment Company Act, shareholders of any
additional series of shares would normally have to approve the adoption of any
advisory contract relating to such series and of any changes in the investment
policies related thereto. The Directors have no intention of authorizing
additional series at the present time.

     The Directors have the power to alter the number and the terms of office of
the Directors and they may at any time lengthen their own terms or make their
terms of unlimited duration and appoint their own successors, provided that
always at least a majority of the Directors have been elected by the
shareholders of the Fund. The voting rights of shareholders are not cumulative,
so that holders of more than 50 percent of the shares voting can, if they
choose, elect all Directors being selected, while the holders of the remaining
shares would be unable to elect any Directors.


     The Fund is required to disclose its holdings of securities of its regular
brokers and dealers (as defined under Rule 10b-1 of the Investment Company Act)
and their parents during their most recent fiscal year. As of October 31, 2000,
the Fund held Securities of.



                                      B-30
<PAGE>



                PURCHASE, REDEMPTION AND PRICING OF SERIES SHARES

     Shares of a Series may be purchased at a price equal to the next determined
net asset value per share plus a sales charge which, at the election of the
investor, may be imposed either (i) at the time of purchase (Class A shares and
Class C shares) or (ii) on a deferred basis (Class B and Class C shares). Class
Z shares of the Series are offered to a limited group of investors at net asset
value without any sales charges. See "How to Buy, Sell and Exchange Shares of
the Series--How to Buy Shares" in the Prospectus.

     Each class represents an interest in the same assets of such Series and is
identical in all respects except that (i) each class is subject to different
sales charges and distribution and/or service fees (except for Class Z shares,
which are not subject to any sales charge or distribution and/or service fee),
which may affect performance, (ii) each class has exclusive voting rights on any
matter submitted to shareholders that relates solely to its arrangements 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, (iii) each
class has a different exchange privilege, (iv) only Class B shares have a
conversion feature and (v) Class Z shares are offered exclusively for sale to a
limited group of investors.

     PURCHASE BY WIRE. For an initial purchase of shares of the Series by wire,
you must complete an application and telephone PMFS at (800) 225-1852
(toll-free) to receive an account number. The following information will be
requested: your name, address, tax identification number, series and class
election, dividend distribution election, amount being wired and wiring bank.
Instructions should then be given to you to your bank to transfer funds by wire
to State Street Bank and Trust Company (State Street), Boston, Massachusetts,
Custody and Shareholder Services Division, Attention: Prudential World Fund,
Inc., Global Growth Series or International Value Series, specifying on the wire
the account number assigned by PMFS and your name and identifying the class in
which you are investing (Class A, Class B, Class C or Class Z shares).



     If you arrange for receipt by State Street of Federal Funds prior to the
calculation of NAV (4:15 P.M., New York time), on a business day, you may
purchase shares of the Fund as of that day. See "Net Asset Value."

     In making a subsequent purchase order by wire, you should wire State Street
directly and should be sure that the wire specifies Prudential World Fund, Inc.,
Global Growth Series or International Value Series, Class A, Class B, Class C or
Class Z shares and your name and individual account number. It is not necessary
to call PMFS to make subsequent purchase orders utilizing Federal Funds. The
minimum amount which may be invested by wire is $1,000.

ISSUANCE OF FUND SHARES FOR SECURITIES

     Transactions involving the issuance of Fund shares for securities (rather
than cash) will be limited to (i) reorganizations, (ii) statutory mergers, or
(iii) other acquisitions of portfolio securities that: (a) meet the investment
objective and policies of the Series, (b) are liquid and not subject to
restrictions on resale, (c) have a value that is readily ascertainable via
listing on or trading in a recognized United States or international exchange or
market, and (d) is approved by a Series' investment adviser.

SPECIMEN PRICE MAKE-UP

     Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold at a maximum sales charge of 5%, Class C*
shares are sold at a maximum sales charge of 1% and Class B* and Class Z shares
are sold at net asset value. Using each Series' net asset value at October 31,
1999, the maximum offering price of the Series' shares is as follows:

<TABLE>
<CAPTION>

                                                               GLOBAL       INTERNATIONAL   INTERNATIONAL
                                                           GROWTH SERIES     VALUE SERIES    GROWTH SERIES
                                                           -------------    -------------   --------------
      CLASS A

<S>                                                           <C>             <C>


      Net asset value and redemption price per
        Class A share                                         $   21.19       $   22.42
      Maximum sales charge (5% of offering price)                  1.12            1.18
                                                              ---------       ---------
      Maximum Offering price to public                        $   22.31       $   23.60
                                                              =========       =========
      CLASS B

      Net asset value, offering price and redemption
        price per Class B share*                              $   19.98       $   22.23
                                                              =========       =========
      CLASS C

      Net asset value and redemption price per
        Class C share*                                        $   19.97       $   22.23
                                                              =========       =========
      Maximum sales charge (1% of offering price)                  0.20
                                                              ---------       ---------
      Maximum Offering price to public                        $   20.17       $   22.45
                                                              ---------       ---------
      CLASS Z

      Net asset value, offering price and redemption
        price per Class Z share                               $   21.29       $   22.48
                                                              =========       =========
</TABLE>


--------------
*    Class B and Class C shares are subject to a contingent deferred sales
     charge on certain redemptions. See "How to Buy, Sell and Exchange Shares of
     the Series--How to Sell Your Shares--Contingent Deferred Sales Charges" in
     the Prospectus.

                                      B-31
<PAGE>

SELECTING A PURCHASE ALTERNATIVE

     The following is provided to assist you in determining which method of
purchase best suits your individual circumstances and is based on current fees
and expenses being charged to each Series:

     If you intend to hold your investment in the Series for less than 7 years
and do not qualify for a reduced sales charge on Class A shares, you should
consider purchasing Class C shares over either Class A or Class B shares, since
Class A shares are subject to a maximum initial sales charge of 5% and Class B
shares are subject to a CDSC of 5% which declines to zero over a 6 year period.

     If you intend to hold your investment for 7 years or more and do not
qualify for a reduced sales charge on Class A shares, you should consider
purchasing Class B shares over either Class A or Class C shares, since Class B
shares convert to Class A shares approximately 7 years after purchase and
because all of your money would be invested initially in the case of Class B
shares.

     If you qualify for a reduced sales charge on Class A shares, it may be more
advantageous for you to purchase Class A shares over either Class B or Class C
shares regardless of how long you intend to hold your investment. See "Reduction
and Waiver of Initial Sales Charge--Class A Shares" below. However, unlike Class
B and Class C shares, you would not have all of your money invested initially
because the sales charge on Class A shares is deducted at the time of purchase.

     If you do not qualify for a reduced sales charge on Class A shares and you
purchase Class B or Class C shares, you would have to hold your investment for
more than 6 years in the case of Class B shares and Class C shares for the
higher cumulative annual distribution-related fee on those shares to exceed the
initial sales charge plus cumulative annual distribution-related fees on Class A
shares. This does not take into account the time value of money, which further
reduces the impact of the higher Class B or Class C distribution-related fee on
the investment, fluctuations in NAV, the effect of the return on the investment
over this period of time or redemptions when the CDSC is applicable.

REDUCTION AND WAIVER OF INITIAL SALES CHARGE--CLASS A SHARES

     BENEFIT PLANS. Certain group retirement and savings plans may purchase
Class A shares without the initial sales charge, if they meet the required
minimum for amount of assets, average account balance and number of eligible
employees. For more information about these requirements, call Prudential at
(800) 353-2847.

     OTHER WAIVERS. In addition, Class A shares may be purchased without the
initial sales charge (at NAV), through the Distributor or the Transfer Agent,
by:

     o    officers of the Prudential Mutual Funds (including the Fund);

     o    employees of the Distributor, Prudential Securities, PIFM and their
          subsidiaries and members of the families of such persons who maintain
          an "employee related" account at Prudential Securities or the Transfer
          Agent;

     o    employees of subadvisers of the Prudential Mutual Funds, provided that
          purchases at NAV are permitted by such person's employer;

     o    Prudential employees and special agents of Prudential and its
          subsidiaries and all persons who have retired directly from active
          service with Prudential or one of its subsidiaries;

     o    members of the Board of Directors of Prudential;

     o    real estate brokers, agents and employees of real estate brokerage
          companies affiliated with The Prudential Real Estate Affiliates who
          maintain an account at Prudential Securities, Prusec or with the
          Transfer Agent;

     o    registered representatives and employees of brokers who have entered
          into a selected dealer agreement with the Distributor, provided that
          purchases at NAV are permitted by such person's employer;

     o    investors who have a business relationship with a financial adviser
          who joined Prudential Securities from another investment firm,
          provided that (1) the purchase is made within 180 days of the
          commencement of the financial adviser's employment at Prudential
          Securities, or within one year in the case of 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 of 1986, as
          amended (the Internal Revenue Code) and non-qualified plans for which
          the Fund is an available option (collectively, Benefit Plans), (2) the
          purchase is made with proceeds of a redemption of shares of any
          open-end non-money market fund sponsored by the financial adviser's
          previous employer (other than a fund which imposes a distribution or
          service fee of .25 of 1% or less) and (3) the financial adviser served
          as the client's broker on the previous purchase;

     o    investors in Individual Retirement Accounts, provided the purchase is
          made with the proceeds of a tax-free rollover of assets from a Benefit
          Plan for which Prudential provides administrative or recordkeeping
          services and further provided that such purchase is made within 60
          days of receipt of the Benefit Plan distribution;


                                      B-32
<PAGE>


     o    orders placed by broker-dealers, investment advisers or financial
          planners who have entered into an agreement with the Distributor, who
          place trades for their own accounts or the accounts of their clients
          and who charge a management consulting or other fee for their services
          (for example, mutual fund "wrap" or asset allocation programs); and

     o    orders placed by clients of broker-dealers, investment advisers or
          financial planners who place trades for customer accounts if the
          accounts are linked to the master account of such broker-dealer,
          investment adviser or financial planner and the broker-dealer,
          investment adviser or financial planner charges its clients a separate
          fee for its services (for example, mutual fund "supermarket
          programs").

     Broker-dealers, investment advisers or financial planners sponsoring
fee-based programs (such as mutual fund "wrap" or asset allocation programs and
mutual fund "supermarket" programs) may offer their clients more than one class
of shares in a Series in connection with different pricing options for their
programs. Investors should consider carefully any separate transaction and other
fees charged by these programs in connection with investing in each available
share class before selecting a share class.

     For an investor to obtain any reduction or waiver of the initial sales
charge, at the time of the sale either the Transfer Agent must be notified
directly by the investor or the Distributor must be notified by the dealer
facilitating the transaction that the sale qualifies for the reduced or waived
sales charge. The reduction or waiver will be granted subject to confirmation of
your entitlement. No initial sales charges are imposed upon Class A shares
acquired upon the reinvestment of dividends and distributions.

     COMBINED PURCHASE AND CUMULATIVE PURCHASE PRIVILEGE. If an investor or
eligible group of related investors purchases Class A shares of a Series
concurrently with Class A shares of other Prudential Mutual Funds, the purchases
may be combined to take advantage of the reduced sales charges applicable to
larger purchases. See the table of break points under "How to Buy, Sell and
Exchange Shares of the Series--Reducing or Waiving Class A's Initial Sales
Charge" in the Prospectus.

     An eligible group of related Series investors includes any combination of
     the following:

     o    an individual;

     o    the individual's spouse, his or her children and his or her parents;

     o    the individual's and spouse's Individual Retirement Account (IRA);

     o    any company controlled by the individual (a person, entity or group
          that holds 25% or more of the outstanding voting securities of a
          company will be deemed to control the company, and a partnership will
          be deemed to be controlled by each of its general partners);

     o    a trust created by the individual,  the beneficiaries of which are the
          individual, his or her spouse, parents or children;

     o    a Uniform Gifts to Minors Act/Uniform  Transfers to Minors Act account
          created by the individual or the individual's spouse; and

     o    one or more  employee  benefit  plans of a  company  controlled  by an
          individual.

     In addition, an eligible group of related Series investors may include the
following: an employer (or group of related employers) and one or more
retirement plans of such employer or employers. An employer controlling,
controlled by or under common control with another employer is deemed related to
that employer.

     The Transfer Agent, the Distributor or dealer must be notified at the time
of purchase that the investor is entitled to a reduced sales charge. The reduced
sales charge will be granted subject to confirmation of the investor's holdings.
The Combined Purchase and Cumulative Purchase Privilege described in this
subsection does not apply to individual participants in any retirement or group
plans.



     LETTERS OF INTENT. Reduced sales charges are also available to investors
(or an eligible group of related investors), who enter into a written Letter of
Intent providing for the investment, within a thirteen-month period, of a
specified dollar amount in the Series or other Prudential mutual funds.

     For purposes of the Letter of Intent, all shares of each Series and shares
of other Prudential Mutual Funds (excluding money market funds, other than those
acquired pursuant to the exchange privilege) which were previously purchased and
are still owned are also included in determining the applicable reduction.
However, the value of shares held directly with the Transfer Agent and through
your dealer will not be aggregated to determine the reduced sales charge.

     A Letter of Intent permits an investor to establish a total investment goal
to be achieved by any number of investments over a thirteen-month period. Each
investment made during the period will receive the reduced sales charge
applicable to the amount


                                      B-33
<PAGE>



represented by the goal, as if it were a single investment. Escrowed Class A
shares totaling 5% of the dollar amount of the Letter of Intent will be held by
the Transfer Agent in the name of the investor. The effective date of an
Investment Letter of Intent may be back-dated up to 90 days, in order that any
investment made during this 90-day period, valued at the investor's cost, can be
applied to the fulfillment of the Letter of Intent goal.

     The Investment Letter of Intent does not obligate the investor to purchase,
nor a Series to sell, the indicated amount. In the event the Letter of Intent
goal is not satisfied within the thirteen-month period, the investor is required
to pay the difference between the sales charges otherwise applicable to the
investments made during this period and sales charges actually paid. Such
payment may be made directly to the Distributor or, if not paid, the Distributor
will liquidate sufficient escrowed shares to obtain such difference. Investors
electing to purchase Class A shares of a Series pursuant to a Letter of Intent
should carefully read such Letter of Intent.


     The Distributor must be notified at the time of purchase that the investor
is entitled to a reduced sales charge. The reduced sales charges will be granted
subject to confirmation of the investor's holdings.



     CLASS B AND CLASS C SHARES

     The offering price of Class B shares is the NAV next determined following
receipt of an order by the Transfer Agent, your dealer or the Distributor. Class
C shares are sold at a maximum sales charge of 1%. Redemptions of Class B and
Class C shares may be subject to a CDSC. See "Contingent Deferred Sales
Charges."

     The Distributor will pay, from its own resources, sales commissions of up
to 4% of the purchase price of Class B shares to dealers, financial advisers and
other persons who sell Class B shares at the time of sale. This facilitates the
ability of the Fund to sell Class B shares without an initial sales charge being
deducted at the time of purchase. The Distributor anticipates that it will
recoup its advancement of sales commissions from the combination of the CDSC and
the distribution fee. See "How the Series is Managed--Distributor" in the
Prospectus. In connection with the sale of Class C shares, the Distributor will
pay, from its own resources, dealers, financial advisers and other persons which
distribute Class C shares a sales commission of up to 1% of the purchase price
at the time of the sale.



WAIVER OF INITIAL SALES CHARGE--CLASS C SHARES


     BENEFIT PLANS.  Certain group  retirement plans may purchase Class C shares
without the initial sales charge. For more information, call Prudential at (800)
353-2847.

     INVESTMENT OF REDEMPTION PROCEEDS FROM OTHER INVESTMENT COMPANIES.
Investors may purchase Class C shares at NAV, without the initial sales charge,
with the proceeds from the redemption of shares of any unaffiliated registered
investment company which were not held through an account with any Prudential
affiliate. Such purchases must be made within 60 days of the redemption.
Investors eligible for this waiver include (1) investors purchasing shares
through an account at Prudential Securities, (2) investors purchasing shares
through an ADVANTAGE Account or an Investor Account with Prusec, and (3)
investors purchasing shares through other brokers. This waiver is not available
to investors who purchase shares directly from the Transfer Agent. You must
notify the Transfer Agent directly or through your broker if you are entitled to
this waiver and provide the Transfer Agent with such supporting documents as it
may deem appropriate.

CLASS Z SHARES

     Class Z shares of each Series currently are available for purchase by the
     following categories of investors:

     o    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;

     o    participants in any fee-based program sponsored by an affiliate of the
          Distributor which includes mutual funds as investment options and for
          which the Series is an available option;

     o    certain participants in the MEDLEY Program (group variable annuity
          contracts) sponsored by Prudential for whom Class Z shares of the
          Prudential Mutual Funds are an available investment option;

     o    Benefit Plans for which an affiliate of the Distributor provides
          administrative or recordkeeping services and as of September 20, 1996,
          (a) were Class Z shareholders of the Prudential Mutual Funds or (b)
          executed a letter of intent to purchase Class Z shares of the
          Prudential Mutual Funds;

                                      B-34
<PAGE>



     o    current and former  Directors/Trustees  of the Prudential Mutual Funds
          (including the Fund);

     o    employees of Prudential and/or  Prudential  Securities who participate
          in a Prudential-sponsored employee saving plan and;

     o Prudential with an investment of $10 million or more.

     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
that distribute shares a finder's fee, from its own resources, based on
appreciation of the net asset value of shares sold by such persons.

     Class Z shares of a Series may also be purchased by certain savings,
retirement and deferred compensation plans, qualified or non-qualified under the
Internal Revenue Code, provided that (i) the plan purchases shares of the Series
pursuant to an investment management agreement with The Prudential Insurance
Company of America or its affiliates, (ii) the Series is an available investment
option under the agreement and (iii) the plan will participate in the PruArray
and SmartPath Programs (benefit plan recordkeeping services) sponsored by
Prudential Mutual Fund Services LLC. These plans include pension,
profit-sharing, stock-bonus or other employee benefit plans under Section 401 of
the Internal Revenue Code and deferred compensation and annuity plans under
Sections 457 or 403(b)(7) of the Internal Revenue Code.

RIGHTS OF ACCUMULATION

     Reduced sales charges also are available through rights of accumulation,
under which an investor or an eligible group of related investors, as described
above under "Combined Purchase and Cumulative Purchase Privilege," may aggregate
the value of their existing holdings of shares of a Series and shares of other
Prudential Mutual Funds (excluding money market funds other than those acquired
pursuant to the exchange privilege) to determine the reduced sales charge.
Rights of accumulation may be applied across the classes of shares of the
Prudential Mutual Funds. However, the value of shares held directly with the
Transfer Agent and through your broker will not be aggregated to determine the
reduced sales charge. The value of existing holdings for purposes of determining
the reduced sales charge is calculated using the maximum offering price (NAV
plus maximum sales charge) as of the previous business day.

     The Distributor or the Transfer Agent must be notified at the time of
purchase that the shareholder is entitled to a reduced sales charge. The reduced
sales charge will be granted subject to confirmation of the investor's holdings.
Rights of accumulation are not available to individual participants in any
retirement or group plans.

SALE OF SHARES

     You can redeem your shares at any time for cash at the NAV next determined
after the redemption request is received in proper form (in accordance with
procedures established by the Transfer Agent in connection with investors'
accounts) by the Transfer Agent. See "Net Asset Value" below. In certain cases,
however, redemption proceeds will be reduced by the amount of any applicable
CDSC, as described below. See "Contingent Deferred Sales Charges" below. If you
are redeeming your shares through a dealer, your dealer must receive your sell
order before the Fund computes its NAV for that day (I.E., 4:15 p.m., New York
Time) in order to receive that day's NAV. Your dealer will be responsible for
furnishing all necessary documentation to the Distributor and may charge you for
its services in connection with redeeming shares of the Fund.

     If you hold shares of a Series through Prudential Securities, you must
redeem your shares through Prudential Securities. Please contact your Prudential
Securities financial adviser.



     If you hold shares in non-certificate form, a written request for
redemption signed by you exactly as the account is registered is required. If
you hold certificates, the certificates must be received by the Transfer Agent,
the Distributor or your dealer in order for the redemption request to be
processed. If redemption is requested by a corporation, partnership, trust or
fiduciary, written evidence of authority acceptable to the Transfer Agent must
be submitted before such request will be accepted. All correspondence and
documents concerning redemptions should be sent to the Fund in care of its
Transfer Agent, Prudential Mutual Fund Services LLC, Attention: Redemption
Services, P.O. Box 8149, Philadelphia, PA 19101, to the Distributor or to your
dealer.



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



EXPEDITED REDEMPTION PRIVILEGE. By electing the Expedited Redemption Privilege,
you may arrange to have redemption proceeds sent to your bank account. The
Expedited Redemption Privilege may be used to redeem shares in an amount of $200
or

                                      B-35
<PAGE>
more, except if an account for which an expedited redemption is requested has a
net asset value of less than $200, the entire account will be redeemed.
Redemption proceeds in the amount of $1000 or more will be remitted by wire to
your bank account at a domestic commercial bank which is a member of the Federal
Reserve system. Redemption proceeds of less than $1000 will be mailed by check
to your designated bank account. Any applicable contingent deferred sales charge
will be deducted from the redemption proceeds. Expedited redemption requests may
be made by telephone or letter, must be received by the Fund prior to 4:15 p.m.,
New York Time, to receive a redemption amount based on that day's NAV and are
subject to the terms and conditions as set forth in the Prospectus regarding
redemption of shares. For more information, see "How to Buy, Sell and Exchange
Shares of the Fund - Telephone Redemptions and Exchanges" in the Prospectus. The
Expedited Redemption Privilege may be modified or terminated at any time without
notice. To receive further information, shareholders should contact Prudential
Mutual Fund Services LLC at (800) 225-1852.

     SIGNATURE GUARANTEE. If the proceeds of the redemption (a) exceed $100,000,
(b) are to be paid to a person other than the record owner, (c) are to be sent
to an address other than the address on the Transfer Agent's records, or (d) are
to be paid to a corporation, partnership, trust or fiduciary, the signature(s)
on the redemption request stock power must be signature guaranteed by an
"eligible guarantor institution." An "eligible guarantor institution" includes
any bank, broker, dealer or credit union. The Transfer Agent reserves the right
to request additional information from, and make reasonable inquiries of, any
eligible guarantor institution.



     Payment for shares presented for redemption will be made by check within
seven days after receipt by the Transfer Agent, the Distributor or your dealer
of the certificate and/or written request, except as indicated below. If you
hold shares through Prudential Securities, payment for shares presented for
redemption will be credited to your account at your dealer, unless you indicate
otherwise. Such payment may be postponed or the right of redemption suspended at
times (a) when the New York Stock Exchange is closed for other than customary
weekends and holidays, (b) when trading on such Exchange is restricted, (c) when
an emergency exists as a result of which disposal by the Series of securities
owned by it is not reasonably practicable or it is not reasonably practicable
for the Series fairly to determine the value of its net assets, or (d) during
any other period when the Securities and Exchange Commission ("SEC"), by order,
so permits; provided that applicable rules and regulations of the SEC shall
govern as to whether the conditions prescribed in (b), (c) or (d) exist.

     REDEMPTION IN KIND. If the Directors determines that it would be
detrimental to the best interests of the remaining shareholders of the Series to
make payment wholly or partly in cash, the Series may pay the redemption price
in whole or in part by a distribution in kind of securities from the investment
portfolio of the Series, in lieu of cash, in conformity with applicable rules of
the Commission. Securities will be readily marketable and will be valued in the
same manner as in a regular redemption. See "Net Asset Value" below. If your
shares are redeemed in kind, you would incur transaction costs in converting the
assets into cash. The Fund, however, has elected to be governed by Rule 18f-1
under the Investment Company Act, under which each Series is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the NAV of the
Series during any 90-day period for any one shareholder.

     INVOLUNTARY REDEMPTION. In order to reduce expenses of each Series, the
Director may redeem all of the shares of any shareholder, other than a
shareholder which is an IRA or other tax-deferred retirement plan, whose account
has a net asset value of less than $500 due to a redemption. The Series will
give such shareholders 60 days' prior written notice in which to purchase
sufficient additional shares to avoid such redemption. No CDSC will be imposed
on any such involuntary redemption.



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



CONTINGENT DEFERRED SALES CHARGES

     Redemptions of Class B shares will be subject to a contingent deferred
sales charge or CDSC declining from 5% to zero over a six-year period. Class C
shares redeemed within one year of purchase will be subject to a 1% CDSC. The
CDSC will be deducted from the redemption proceeds and reduce the amount paid to
you. The CDSC will be imposed on any redemption by you which

                                      B-36
<PAGE>

reduces the current value of your Class B or Class C shares to an amount which
is lower than the amount of all payments by you for shares during the preceding
six years, in the case of Class B shares, and one year, in the case of Class C
shares. A CDSC will be applied on the lesser of the original purchase price of
the current value of the shares being redeemed. Increases in the value of your
shares or shares acquired through reinvestment of dividends or distributions are
not subject to a CDSC. The amount of any CDSC will be paid to and retained by
the Distributor.

     The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of shares until the time of redemption
of such shares. Solely for purposes of determining the number of years from the
time of any payment for the purchase of shares, all payments during a month will
be aggregated and deemed to have been made on the last day of the month. The
CDSC will be calculated from the first day of the month after the initial
purchase, excluding the time shares were held in a money market fund.

     The following table sets forth the rates of the CDSC applicable to
     redemptions of Class B shares:

                                                  CONTINGENT DEFERRED SALES
                                                   CHARGE AS A PERCENTAGE
            YEAR SINCE PURCHASE                    OF DOLLARS INVESTED OR
               PAYMENT MADE                          REDEMPTION PROCEEDS
            -------------------                   -------------------------
       First                                                 5.0%
       Second                                                4.0%
       Third                                                 3.0%
       Fourth                                                2.0%
       Fifth                                                 1.0%
       Sixth                                                 1.0%
       Seventh                                               None

     In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible rate.
It will be assumed that the redemption is made first of amounts representing
shares acquired pursuant to the reinvestment of dividends and distributions;
then of amounts representing the increase in NAV above the total amount of
payments for the purchase of Series shares made during the preceding six years
(five years for Class B shares purchased prior to January 22, 1990); then of
amounts representing the cost of shares held beyond the applicable CDSC period;
and finally, of amounts representing the cost of shares held for the longest
period of time within the applicable CDSC period.

     For example, assume you purchased 100 Class B shares at $10 per share for a
cost of $1,000. Subsequently, you acquired 5 additional Class B shares through
dividend reinvestment. During the second year after the purchase you decided to
redeem $500 of your investment. Assuming at the time of the redemption the NAV
had appreciated to $12 per share, the value of your Class B shares would be
$1,260 (105 shares at $12 per share). The CDSC would not be applied to the value
of the reinvested dividend shares and the amount represents appreciation ($260).
Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would be
charged at a rate of 4% (the applicable rate in the second year after purchase)
for a total CDSC of $9.60.

     For federal income tax purposes, the amount of the CDSC will reduce the
gain or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.

     WAIVER OF THE CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES. The CDSC
will be waived in the case of a redemption following the death or disability of
a shareholder or, in the case of a trust account, following the death or
disability of the grantor. The waiver is available for total or partial
redemptions of shares owned by a person either individually or in joint tenancy
at the time of death or initial determination of disability, provided that the
shares were purchased prior to death or disability.

     The CDSC will also be waived in the case of a total or partial redemption
in connection with certain distributions made without penalty under the Internal
Revenue Code from a tax-deferred retirement plan, an IRA or Section 403(b)
custodial account. For more information, call Prudential at (800) 353-2847.

     Finally, the CDSC will be waived to the extent that the proceeds from
shares redeemed are invested in Prudential Mutual Funds, the Guaranteed
Insulated Separate Account or units of The Stable Value Fund.

     SYSTEMATIC WITHDRAWAL PLAN. The CDSC will be waived (or reduced) on certain
redemptions from a Systematic Withdrawal Plan. On an annual basis, up to 12% of
the total dollar amount subject to the CDSC may be redeemed without charge. The
Transfer Agent will calculate the total amount available for this waiver
annually on the anniversary date of your purchase, or for shares purchased prior
to March 1, 1997, on March 1 of the current year. The CDSC will be waived (or
reduced) on redemptions until this threshold 12% is reached.

     In addition, the CDSC will be waived on redemptions of shares held by
Directors of the Fund.



     You must notify the Transfer Agent either directly or through your broker,
at the time of redemption, that you are entitled to a waiver of the CDSC. The
waiver will be granted subject to confirmation of your entitlement. In
connection with these waivers, the Transfer Agent or your broker will require
you to submit the supporting documentation set forth below.



                                      B-37
<PAGE>

CATEGORY OF WAIVER                         REQUIRED DOCUMENTATION

Death                                      A copy of the shareholder's death
                                           certificate or, in the case of a
                                           trust, a copy of the grantor's death
                                           certificate, plus a copy of the
                                           trust agreement identifying the
                                           grantor.

Disability--An individual will be          A copy of the Social Security
considered disabled if she is unable       Administration award letter or a
to engage in any substantial gainful       letter from a physician on the
activity by reason of any medically        physician's letterhead stating that
determinable physical or mental            the shareholder is permanently
impairment which can be expected to        disabled. In the case of a trust, a
result in death or to be of                copy of the trust agreement
long-continued and indefinite              identifying the grantor will be
duration.                                  required as well). The letter must
                                           also indicate the date of disability.


Distribution  from an IRA or  403(b)       A copy of the distribution form from
Custodial Account                          the custodial firm indicating (i) the
                                           date of birth of the shareholder
                                           and(ii) that the shareholder is over
                                           age 59 1/2 and is taking a normal
                                           distribution--signed by the
                                           shareholder.

Distribution from Retirement Plan          A letter signed by the plan
                                           administrator/trustee indicating the
                                           reason for the distribution.

Excess Contributions                       A letter from the shareholder (for an
                                           IRA) or the plan
                                           administrator/trustee on company
                                           letterhead indicating the amount of
                                           the excess and whether or not taxes
                                           have been paid.


     The Transfer Agent reserves the right to request such additional documents
     as it may deem appropriate.

QUANTITY DISCOUNT--CLASS B SHARES PURCHASED PRIOR TO AUGUST 1, 1994

     The CDSC is reduced on redemptions of Class B shares of Global Growth
series purchased prior to August 1, 1994 if, immediately after a purchase of
such shares, the aggregate cost of all Class B shares of Global Growth series
owned by you in a single account exceeded $500,000. For example, if you
purchased $100,000 of Class B shares of Global Growth series in one year and an
additional $450,000 of Class B shares in the following year with the result that
the aggregate cost of your Class B shares of Global Growth series following the
second purchase was $550,000, the quantity discount would be available for the
second purchase of $450,000 but not for the first purchase of $100,000. The
quantity discount will be imposed at the following rates depending on whether
the aggregate value exceeded $500,000 or $1 million:

                                          CONTINGENT DEFERRED SALES CHARGE
                                         AS A PERCENTAGE OF DOLLARS INVESTED
                                               OR REDEMPTION PROCEEDS
                                      ------------------------------------------
        YEAR SINCE PURCHASE
            PAYMENT MADE              $500,001 TO $1 MILLION     OVER $1 MILLION
        --------------------          ----------------------     ---------------

           First ......................        3.0%                   2.0%
           Second .....................        2.0%                   1.0%
           Third ......................        1.0%                     0%
           Fourth and thereafter ......          0%                     0%

     You must notify the Series' Transfer Agent either directly or through
Prudential Securities, Prusec or your broker, at the time of redemption, that
you are entitled to the reduced CDSC. The reduced CDSC will be granted subject
to confirmation of your holdings.

WAIVER OF CONTINGENT DEFERRED SALES CHARGES--CLASS C SHARES

     BENEFIT PLANS. The CDSC will be waived for redemptions by certain group
retirement plans for which Prudential or brokers not affiliated with Prudential
provide administrative or recordkeeping services. The CDSC also will be waived
for certain redemptions by benefit plans sponsored by Prudential and its
affiliates. For more information, call Prudential at (800) 353-2847.

CONVERSION FEATURE--CLASS B SHARES

     Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. Conversions will be effected at
relative net asset value without the imposition of any additional sales charge.

     Since each Series tracks amounts paid rather than the number of shares
bought on each purchase of Class B shares, the number of Class B shares
(excluding shares acquired through the automatic reinvestment of dividends and
other distributions)

                                      B-38
<PAGE>

eligible to convert to Class A shares (the Eligible Shares) will be determined
on each conversion date in accordance with the following formula: (i) the ratio
of (a) the amounts paid for Class B shares purchased at least seven years prior
to the conversion date to (b) the total amount paid for all Class B shares
purchased and then held in your account (ii) multiplied by the total number of
Class B shares purchased and then held in your account. Each time any Eligible
Shares in your account convert to Class A shares, all shares or amounts
representing Class B shares then in your account that were acquired through the
automatic reinvestment of dividends and other distributions will convert to
Class A shares.

     For purposes of determining the number of Eligible Shares, if the Class B
shares in your account on any conversion date are the result of multiple
purchases at different net asset values per share, the number of Eligible Shares
calculated as described above will generally be either more or less than the
number of shares actually purchased approximately seven years before such
conversion date. For example, if 100 shares were initially purchased at $10 per
share (for a total of $1,000) and a second purchase of 100 shares was
subsequently made at $11 per share (for a total of $1,100), 95.24 shares would
convert approximately seven years from the initial purchase (I.E., $1,000
divided by $2,100 (47.62%), multiplied by 200 shares equals 95.24 shares). The
Manager reserves the right to modify the formula for determining the number of
Eligible Shares in the future as it deems appropriate on notice to shareholders.

     Since annual distribution-related fees are lower for Class A shares than
Class B shares, the per share NAV of the Class A shares may be higher than that
of the Class B shares at the time of conversion. Thus, although the aggregate
dollar value will be the same, you may receive fewer Class A shares than Class B
shares converted.

     For purposes of calculating the applicable holding period for conversions,
all payments for Class B shares during a month will be deemed to have been made
on the last day of the month, or for Class B shares acquired through exchange,
or a series of exchanges, on the last day of the month in which the original
payment for purchases of such Class B shares was made. For Class B shares
previously exchanged for shares of a money market fund, the time period during
which such shares were held in the money market fund will be excluded. For
example, Class B shares held in a money market fund for one year would not
convert to Class A shares until approximately eight years from purchase. For
purposes of measuring the time period during which shares are held in a money
market fund, exchanges will be deemed to have been made on the last day of the
month. Class B shares acquired through exchange will convert to Class A shares
after expiration of the conversion period applicable to the original purchase of
such shares.

     The conversion feature may be subject to the continuing availability of
opinions of counsel or rulings of the Internal Revenue Service (i) that the
dividends and other distributions paid on Class A, Class B, Class C and Class Z
shares will not constitute "preferential dividends" under the Internal Revenue
Code and (ii) that the conversion of shares does not constitute a taxable event.
The conversion of Class B shares into Class A shares may be suspended if such
opinions or rulings are no longer available. If conversions are suspended, Class
B shares of the Fund will continue to be subject, possibly indefinitely, to
their higher annual distribution and service fee.

                         SHAREHOLDER INVESTMENT ACCOUNT



     Upon the initial purchase of a Series' shares, a Shareholder Investment
Account is established for each investor under which a record of the shares held
is maintained by the Transfer Agent. If a stock certificate is desired, it must
be requested in writing. Certificates are issued only for full shares and may be
redeposited in the Shareholder Investment Account at any time. There is no
charge to the investor for the issuance of a certificate. Each Series makes
available to the shareholders the following privileges and plans.



AUTOMATIC REINVESTMENT OF DIVIDENDS AND/OR DISTRIBUTIONS

     For the convenience of investors, all dividends and distributions are
automatically reinvested in full and fractional shares of the Series at the net
asset value per share at the close of business on the record date. An investor
may direct the Transfer Agent in writing not less than five full business days
prior to the record date to have subsequent dividends and/or distributions sent
in cash rather than reinvested. In the case of recently purchased shares for
which registration instructions have not been received on the record date, cash
payment will be made directly to the dealer. Any shareholder who receives
dividends or distributions in cash may subsequently reinvest any such dividend
or distribution at NAV by returning the check or the proceeds to the Transfer
Agent within 30 days after the payment date. The reinvestment will be made at
the NAV per share next determined after receipt of the check by the Transfer
Agent. Shares purchased with reinvested dividends and/or distribution will not
be subject to any CDSC upon redemption.

EXCHANGE PRIVILEGE

     Each Series makes available to its shareholders the privilege of exchanging
their shares of the Series for shares of certain other Prudential Mutual Funds
(the Exchange Privilege), including one or more specified money market funds,
subject in each

                                      B-39
<PAGE>

case to the minimum investment requirements of such funds. Shares of such other
Prudential Mutual Funds may also be exchanged for shares of a Series. All
exchanges are made on the basis of the relative NAV next determined after
receipt of an order in proper form. An exchange will be treated as a redemption
and purchase for tax purposes. Shares may be exchanged for shares of another
fund only if shares of such fund may legally be sold under applicable state
laws. For retirement and group plans having a limited menu of Prudential Mutual
Funds, the Exchange Privilege is available for those funds eligible for
investment in the particular program.

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

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

     If you hold shares through Prudential Securities, you must exchange your
shares by contacting your Prudential Securities financial adviser.

     If you hold  certificates,  the certificates  must be returned in order for
the shares to be exchanged. See "Sale of Shares" above.



     You may also exchange shares by mail by writing to Prudential Mutual Fund
Services LLC, Attention: Exchange Processing, P.O. Box 8157, Philadelphia, PA
19101.



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

CLASS A. Shareholders of a Series may exchange their Class A shares for Class A
shares of certain other Prudential Mutual Funds, shares of Prudential Structured
Maturity Fund and Prudential Government Securities Trust (Short-Intermediate
Term Series) and shares of the money market funds specified below. No fee or
sales load will be imposed upon the exchange. Shareholders of money market funds
who acquired such shares upon exchange of Class A shares may use the Exchange
Privilege only to acquire Class A shares of the Prudential Mutual Funds
participating in the Exchange Privilege.

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

            Prudential California Municipal Fund
              (California Money Market Series)

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

            Prudential Municipal Series Fund
              (Connecticut Money Market Series)
              (Massachusetts Money Market Series)
              (New Jersey Money Market Series)
              (New York Money Market Series)

            Prudential Money Mart Assets (Class A Shares)

            Prudential Tax-Free Money Fund

CLASS B AND CLASS C. Shareholders of a Series may exchange their Class B and
Class C shares for Class B and Class C shares, respectively, of certain other
Prudential Mutual Funds and shares of Prudential Special Money Market Fund, a
money market fund. No CDSC will be payable upon such exchange, but a CDSC may be
payable upon the redemption of Class B and Class C shares acquired as a result
of the exchange. The applicable sales charge will be that imposed by the fund in
which shares were initially purchased and the purchase date will be deemed to be
the date of the initial purchase, rather than the date of the exchange.

                                      B-40
<PAGE>


     Class B and Class C shares of a Series may also be exchanged for shares of
an eligible money market fund without imposition of any CDSC at the time of
exchange. Upon subsequent redemption from such money market fund or after
re-exchange into a Series, such shares may be subject to the CDSC calculated
without regard to the time such shares were held in the money market fund. In
order to minimize the period of time in which shares are subject to a CDSC,
shares exchanged out of the money market fund will be exchanged on the basis of
their remaining holding periods, with the longest remaining holding periods
being exchanged first. In measuring the time period shares are held in a money
market fund and "tolled" for purposes of calculating the CDSC holding period,
exchanges are deemed to have been made on the last day of the month. Thus, if
shares are exchanged into a Series from a money market fund during the month
(and are held in a Series at the end of the month), the entire month will be
included in the CDSC holding period. Conversely, if shares are exchanged into a
money market fund prior to the last day of the month (and are held in the money
market fund on the last day of the month), the entire month will be excluded
from the CDSC holding period. For purposes of calculating the seven year holding
period applicable to the Class B conversion feature, the time period during
which Class B shares were held in a money market fund will be excluded.


     At any time after acquiring shares of other funds participating in the
Class B and Class C exchange privilege, a shareholder may again exchange those
shares (and any reinvested dividends and distributions) for Class B and Class C
shares of a Series, respectively, without subjecting such shares to any CDSC.
Shares of any fund participating in the Class B or Class C exchange privilege
that were acquired through reinvestment of dividends or distributions may be
exchanged for Class B or Class C shares of other funds, respectively, without
being subject to any CDSC.

     CLASS Z. Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds.



     SPECIAL EXCHANGE PRIVILEGE. A special exchange privilege is available for
shareholders who qualify to purchase Class A shares at NAV (see "Purchase,
Redemption and Pricing of Series Shares--Reduction and Waiver of Initial Sales
Charges--Class A Shares" above) and for shareholders who qualify to purchase
Class Z shares (see "Purchase, Redemption and Pricing of Fund Shares--Class Z
Shares" above). Under this exchange privilege, amounts representing any Class B
and Class C shares (which are not subject to a CDSC) held in such a
shareholder's account will be automatically exchanged for Class A shares for
shareholders who qualify to purchase Class A shares at NAV on a quarterly basis,
unless the shareholder elects otherwise. Similarly, shareholders who qualify to
purchase Class Z shares will have their Class B and Class C shares which are not
subject to a CDSC and their Class A shares exchanged for Class Z shares on a
quarterly basis. Eligibility for this exchange privilege will be calculated on
the business day prior to the date of the exchange. Amounts representing Class B
or Class C shares which are not subject to a CDSC include the following: (1)
amounts representing Class B or Class C shares acquired pursuant to the
automatic reinvestment of dividends and distributions, (2) amounts representing
the increase in the net asset value above the total amount of payments for the
purchase of Class B or Class C shares and (3) amounts representing Class B or
Class C shares held beyond the applicable CDSC period. Class B and Class C
shareholders must notify the Transfer Agent either directly or through
Prudential Securities, Prusec or another dealer that they are eligible for this
special exchange privilege.



     Participants in any fee-based program for which a Series 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 Prudential Securities' 401(k) Plan for which
the Fund's Class Z shares is an available option and who wish to transfer their
Class Z shares out of the Prudential Securities' 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 NAV.

     Additional details about the exchange privilege and prospectuses for each
of the Prudential Mutual Funds are available from the Series' Transfer Agent,
the Distributor or your Dealer. The exchange privilege may be modified,
terminated or suspended on 60 days' notice, and any fund, including a Series, or
the Distributor, has the right to reject any exchange application relating to
such fund's shares.

DOLLAR COST AVERAGING

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

     Dollar cost averaging may be used, for example, to plan for retirement, to
save for a major expenditure, such as the purchase of a home, or to finance a
college education. The cost of a year's education at a four-year college for the
1993-1994 academic year averaged around $14,000 at a private college and around
$6,000 at a public university. Assuming these costs increase at a rate of 7% a
year, as has been projected, for the freshman class of 2011, the cost of four
years at a private college could reach $210,000 and over $90,000 at a public
university.(1)

                                      B-41
<PAGE>

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

 PERIOD OF
 MONTHLY INVESTMENTS:       $100,000      $150,000       $200,000       $250,000
 --------------------       --------      --------       --------       --------
     25 Years               $  105        $  158         $  210         $  263
     20 Years                  170           255            340            424
     15 Years                  289           433            578            722
     10 Years                  547           820          1,093          1,366
     5 Years                 1,361         2,041          2,721          3,402

         See  "Automatic Savings Investment Plan (AIP)."

-----------

     (1) Source information concerning the costs of education at public and
private universities is available from The College Board Annual Survey of
Colleges, 1993. Average costs for private institutions include tuition, fees,
room and board for the 1993-1994 academic year.

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

AUTOMATIC INVESTMENT PLAN (AIP)



     Under AIP, an investor may arrange to have a fixed amount automatically
invested in shares of a Series by authorizing his or her bank account or
Prudential Securities Account (including a Command Account) to be debited to
invest specified dollar amounts in shares of such Series. The investor's bank
must be a member of the Automatic Clearing House System.



     Further information about this program and an application form can be
obtained from the Transfer Agent, the Distributor or your broker.

SYSTEMATIC WITHDRAWAL PLAN



     A systematic withdrawal plan is available to shareholders through
Prudential Securities or the Transfer Agent. Such withdrawal plan provides for
monthly, quarterly, semi-annual or annual redemptions in any amount, except as
provided below, up to the value of the shares in the shareholder's account.
Systematic withdrawals of Class B or Class C shares may be subject to a CDSC.
See "How to Buy, Sell and Exchange Shares of the Series--How to Sell Your
Shares--Contingent Deferred Sales Charges" in the Prospectus of each Series.

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

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

     Systematic withdrawals should not be considered as dividends, yield or
income. If systematic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

     Furthermore, each systematic withdrawal constitutes a redemption of shares,
and any gain or loss realized must be recognized for federal income tax
purposes. In addition, systematic withdrawals made concurrently with purchases
of additional shares are inadvisable because of the sales charge applicable to
(i) the purchase of Class A shares and (ii) the redemption of Class B and Class
C shares. Each shareholder should consult his or her own tax adviser with regard
to the tax consequences of the systematic withdrawal plan, particularly if used
in connection with a retirement plan.



TAX-DEFERRED RETIREMENT PLANS

     Various tax-deferred retirement plans, including a 401(k) Plan,
self-directed individual retirement accounts and "tax sheltered accounts" under
Section 403(b)(7) of the Internal Revenue Code are available through the
Distributor. These plans are

                                      B-42
<PAGE>

for use by both self-employed individuals and corporate employers. These plans
permit either self-direction of accounts by participants or a pooled account
arrangement. Information regarding the establishment of these plans, the
administration, custodial fees and other details are available from Prudential
Securities or the Transfer Agent.

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

TAX-DEFERRED RETIREMENT ACCOUNTS

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

                            TAX-DEFERRED COMPOUNDING(1)

        CONTRIBUTIONS                  PERSONAL
        MADE OVER:                      SAVINGS                        IRA
        -------------                  ---------                    ---------
        10 years                        $ 26,165                    $ 31,291
        15 years                          44,676                      58,649
        20 years                          68,109                      98,846
        25 years                          97,780                     157,909
        30 years                         135,346                     244,692

-----------

     (1) The chart is for illustrative purposes only and does not represent the
performance of a Series or any specific investment. It shows taxable versus
tax-deferred compounding for the periods and on the terms indicated. Earnings in
a traditional IRA account will be subject to tax when withdrawn from the
account. Distributions from a Roth IRA which meet the conditions required under
the Internal Revenue Code will not be subject to tax upon withdrawal from the
account.

MUTUAL FUND PROGRAMS

     From time to time, a Series may be included in a mutual fund program with
other Prudential Mutual Funds. Under such a program, a group of portfolios will
be selected and thereafter promoted collectively. Typically, these programs are
created with an investment theme, E.G., to seek greater diversification,
protection from interest rate movements or access to different management
styles. In the event such a program is instituted, there may be a minimum
investment requirement for the program as a whole. A Series may waive or reduce
its minimum initial investment requirements in connection with such a program.

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

                                 NET ASSET VALUE

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

     Under the Investment Company Act, the Directors are responsible for
determining in good faith fair value of securities of each Series. In accordance
with procedures adopted by the Directors, the value of investments listed on a
securities exchange and NASDAQ National Market System securities (other than
options on stock and stock indices) are valued at the last sale price of such
exchange system on the day of valuation or, if there was no sale on such day,
the mean between the last bid and asked prices on such day, or at the bid price
on such day in the absence of an asked price. Corporate bonds (other than
convertible debt securities and U.S. Government securities that are actively
traded in the over-the-counter market, including listed securities for which the
primary market is believed by the Manager in consultation with the applicable
Subadviser to be over-the-counter, are

                                      B-43
<PAGE>

valued on the basis of valuations provided by an independent pricing agent or
principal market maker which uses information with respect to transactions in
bonds, quotations from bond dealers, agency ratings, market transactions in
comparable securities and various relationships between securities in
determining value. Convertible debt securities that are actively traded in the
over-the-counter market, including listed securities for which the primary
market is believed by the Manager in consultation with the applicable Subadviser
to be over-the-counter, are valued at the mean between the last reported bid and
asked prices provided by principal market makers. Options on stock and stock
indices traded on an exchange are valued at the mean between the most recently
quoted bid and asked prices on the respective exchange and futures contracts and
options thereon are valued at their last sale prices as of the close of trading
on the applicable commodities exchange or board of trade or, if there was no
sale on the applicable commodities exchange or board of trade on such day, at
the mean between the most recently quoted bid and asked prices on such exchange
or board of trade. Quotations of foreign securities in a foreign currency are
converted to U.S. dollar equivalents at the current rate obtained from a
recognized bank or dealer, and forward currency exchange contracts are valued at
the current cost of covering or offsetting such contracts. Should an
extraordinary event, which is likely to affect the value of the security, occur
after the close of an exchange on which a portfolio security is traded, such
security will be valued at fair value considering factors determined in good
faith by the investment adviser under procedures established by and under the
general supervision of the Fund's Board of Directors.

     Securities or other assets for which reliable market quotations are not
readily available or for which the pricing agent or principal market maker does
not provide a valuation or methodology or provides a valuation or methodology
that, in the judgment of the Manager or Subadviser (or the Valuation Committee
or the Board of Directors) does not represent fair value, are valued by the
Valuation Committee or Board of Directors in consultation with the Manager or
Subadviser including its portfolio manager, traders, and its research and credit
analysts, on the basis of the following factors; cost of the security,
transactions in comparable securities, relationships among various securities
and such other factors as may be determined by the Manager, Subadviser, Board of
Directors or Valuation Committee to materially affect the value of the security.
Short-term debt securities are valued at cost, with interest accrued or discount
amortized to the date of maturity, if their original maturity was 60 days or
less, unless this is determined by the Directors not to represent fair value.
Short-term securities with remaining maturities of more than 60 days, for which
market quotations are readily available, are valued at their current market
quotations as supplied by an independent pricing agent or principal market
maker. Each Series will compute its NAV at 4:15 P.M., New York time, on each day
the New York Stock Exchange is open for trading except on days on which no
orders to purchase, sell or redeem Series shares have been received or days on
which changes in the value of a Series' portfolio securities do not affect NAV.
In the event the New York Stock Exchange closes early on any business day, the
NAV of each Series' shares shall be determined at the time between such closing
and 4:15 P.M., New York Time. The New York Stock Exchange is closed on the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.



     Although the legal rights of each class of shares are substantially
identical, the different expenses borne by each class will result in different
NAVs and dividends. The NAVs of Class B and Class C shares will generally be
lower than the NAV of Class A shares as a result of the larger
distribution-related fee to which Class B and Class C shares are subject. The
NAV of Class Z shares will generally be higher than the NAVs of Class A, Class B
and Class C shares as a result of the fact that the Class Z shares are not
subject to any distribution or service fee. It is expected, however, that the
NAVs of the four classes will tend to converge immediately after the recording
of dividends, if any, which will differ by approximately the amount of the
distribution and/or service fee expense accrual differential among the classes.



                       TAXES, DIVIDENDS AND DISTRIBUTIONS

     Each Series has elected to qualify and intends to remain qualified as a
regulated investment company under the Internal Revenue Code for each taxable
year. Accordingly, a Series must, among other things, (a) derive at least 90% of
its gross income from dividends, interest, proceeds from loans of securities and
gains from the sale or other disposition of securities or foreign currencies, or
other income (including, but not limited to, gains from options, futures or
forward contracts) derived with respect to its business of investing in such
securities or currencies; and (b) diversify its holdings so that, at the end of
each fiscal quarter, (i) at least 50% of the value of its assets is represented
by cash, U.S. Government securities, securities of other regulated investment
companies and other securities, with such other securities limited in respect of
any one issuer to an amount not greater than 5% of such Series' assets, and not
greater than 10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its assets is invested in the securities of
any one issuer (other than U.S. Government securities or the securities of other
regulated investment companies). These requirements may limit a Series' ability
to invest in other types of assets.

     As a regulated investment company, a Series will not be subject to federal
income tax on its net investment income and capital gains, if any, that it
distributes to its shareholders, provided (among other things) that at least 90%
of the Series' net investment income (including net short-term capital gains)
other than long-term capital gains earned in the taxable year is

                                      B-44
<PAGE>

distributed. Each Series intends to distribute annually to its shareholders all
of its taxable net investment income, which includes dividends, interest and any
net short-term capital gains in excess of net long-term capital losses. The
Board of Directors of the Fund will determine once a year whether to distribute
any net long-term capital gains in excess of any net short-term capital losses.
In determining the amount of capital gains to be distributed, any capital loss
carryovers from prior years will be offset against capital gains. A 4%
nondeductible excise tax will be imposed on a Series to the extent such Series
does not meet certain distribution requirements by the end of each calendar
year.

     Gains or losses attributable to foreign currency contracts, or to
fluctuations in exchange rates between the time a Series accrues income,
expenses or other liabilities denominated in a foreign currency and the time
such Series actually collects such income or pays such liabilities, are treated
as ordinary income or ordinary loss for federal income tax purposes. Similarly,
gains or losses on the disposition of debt securities held by a Series, if any,
denominated in a foreign currency, to the extent attributable to fluctuations in
exchange rates between the acquisition and disposition dates are also treated as
ordinary income or loss.

     Gains or losses on sales of securities by a Series will generally be
treated as long-term capital gains or losses if the securities have been held by
it for more than one year except in certain cases where a Series acquires a put
or writes a call thereon or otherwise holds an offsetting position with respect
to the securities. Other gains or losses on the sale of securities will be
short-term capital gains or losses. Gains and losses on the sale, lapse or other
termination of options on securities will generally be treated as gains and
losses from the sale of securities. If an option written by a Series on
securities lapses or is terminated through a closing transaction, such as a
purchase by a Series of the option from its holder, a Series will generally
realize short-term capital gain or loss, depending on whether the premium income
is greater or less than the amount paid by such Series in the closing
transaction. If securities are sold by a Series pursuant to the exercise of a
call option written by it, such Series will include the premium received in the
sale proceeds of the securities delivered in determining the amount of gain or
loss on the sale. Certain of a Series' transactions may be subject to wash sale
straddle, constructive sale and short sale provisions of the Internal Revenue
Code which may, among other things, require such Series to defer losses,
recognize gain or cause gain to be treated as ordinary income rather than as
capital gain. In addition, debt securities acquired by a Series may be subject
to original issue discount rules which may, among other things, cause such
Series to accrue income in advance of the receipt of cash with respect to
interest and market discount rules which may, among other things, cause gains to
be treated as ordinary income.

     Special rules apply to most options on stock indices, futures contracts and
options thereon, and forward foreign currency exchange contracts in which the
Series may invest. See "Investment Objectives and Policies." These investments
generally will constitute Section 1256 contracts and will be required to be
"marked to market" for federal income tax purposes at the end of the Series'
taxable year, I.E., treated as having been sold at market value. Sixty percent
of any capital gain or loss recognized on such deemed sales and on actual
dispositions will be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss.

     Forward currency contracts, options and futures contracts entered into by a
Series may create "straddles" for federal income tax purposes, which may result
in the deferral of losses on positions held by the Series to the extent of any
unrecognized gain on offsetting positions held by the Series and a limitation on
the deductibility of interest or other charges incurred to purchase or carry
such positions.

     A "passive foreign investment company" ("PFIC") is a foreign corporation
that, in general, meets either of the following tests: (a) at least 75% of its
gross income is passive or (b) an average of at least 50% of its assets produce,
or are held for the production of, passive income. If a Series acquires and
holds stock in a PFIC beyond the end of the year of its acquisition, such Series
will be subject to federal income tax on a portion of any "excess distribution"
received on the stock or of any gain from disposition of the stock (collectively
"PFIC income"), plus interest thereon, even if such Series distributes the PFIC
income as a taxable dividend to its shareholders. If a Series elects to treat
any PFIC in which it invests as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, such Series will be required to include
in income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain, even if they are not distributed to such
Series; those amounts would be subject to the distribution requirements
applicable to such Series described above. Because the election to treat a PFIC
as a qualifying electing Fund cannot be made without the provision of certain
information by the PFIC, a Series may not be able to make such an election. For
taxable years of each Series beginning after December 31, 1997, if a Series does
not or cannot elect to treat such a PFIC as a "qualified electing fund," such
Series can make a "mark-to-market" election, I.E., treat the shares of the PFIC
as sold on the last day of such Series' taxable year, and thus avoid the special
tax and interest charge. The gains a Series recognizes from the mark-to-market
election would be included as ordinary income in the net investment income such
Series must distribute to shareholders, notwithstanding that such Series would
receive no cash in respect of such gains. Any loss from the mark-to-market
election may be recognized by the Fund to the extent of its previously reported
mark-to-market gains.

     Dividends of net investment income will be taxable to a U.S. shareholder as
ordinary income  regardless of whether such shareholder  receives such dividends
in  additional  shares  or in cash.  Dividends  received  from a Series  will be
eligible for the


                                      B-45
<PAGE>

dividends-received deduction for corporate shareholders only to the extent that
a Series' income is derived from certain dividends received from domestic
corporations. The amount of dividends qualifying for the dividends-received
deduction will be designated as such in a written notice to shareholders mailed
not later than 60 days after the end of a Series' taxable year. Distributions of
net long-term capital gains, if any, will be taxable as long-term capital gains
regardless of whether the shareholder receives such distribution in additional
shares or in cash and regardless of how long the shareholder has held a Series'
shares, and will not be eligible for the dividends-received deduction for
corporations.

     Any dividends or capital gains distributions received by a shareholder will
have the effect of reducing the net asset value of the Series' shares by the
exact amount of the dividend or capital gains distribution. If the net asset
value of the shares should be reduced below a shareholder's cost as a result of
a dividend or capital gains distribution, such dividend or capital gains
distribution, although constituting a return of capital, will be taxable as
described above. Prior to purchasing shares of the Series, therefore, the
investor should carefully consider the impact of dividends or capital gains
distributions which are expected to be or have been announced.

     Shareholders electing to receive dividends and distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share of the Series on the
reinvestment date.

     Any loss realized on a sale, redemption or exchange of shares of the Series
by a shareholder will be disallowed to the extent the shares are replaced within
a 61-day period (beginning 30 days before the disposition of shares). Shares
purchased pursuant to the reinvestment of a dividend will constitute a
replacement of shares.

     If a shareholder who acquires shares of the Series sells or otherwise
disposes of such shares within 90 days of acquisition, certain sales charges
incurred in acquiring such shares may not be included in the basis of such
shares for purposes of calculating gain or loss realized upon such sale or
disposition.

     Distributions of net investment income made to a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, foreign
corporation or foreign partnership (foreign shareholder) will be subject to U.S.
withholding tax at a rate of 30% (or lower treaty rate), unless the dividends
are effectively connected with the U.S. trade or business of the shareholder and
the shareholder complies with certain filing requirements. Gains realized upon
the sale or redemption of shares of the Series by a foreign shareholder and
distributions of net long-term capital gains to a foreign shareholder will
generally not be subject to U.S. income tax unless the gain is effectively
connected with a trade or business carried on by the shareholder within the
United States or, in the case of a shareholder who is a nonresident alien
individual, the shareholder is present in the United States for more than 182
days during the taxable year and certain other conditions are met. In the case
of a foreign shareholder who is a nonresident alien individual, the Series may
be required to withhold U.S. federal income tax at the rate of 31% of
distributions of net long-term capital gains unless IRS Form W-8 is provided. If
distributions are effectively connected with a U.S. trade or business carried on
by a foreign shareholder, distributions of net investment income and net
long-term capital gains will generally be subject to U.S. income tax at the
graduated rates applicable to U.S. citizens or domestic corporations. Transfers
by gift of shares of the Series by a foreign shareholder who is a nonresident
alien individual will not be subject to U.S. federal gift tax, but the value of
the shares of the Series held by such a shareholder at his death will be
includable in his gross estate for U.S. federal estate tax purposes. The tax
consequences to a foreign shareholder entitled to claim the benefits of an
applicable tax treaty may be different from those described herein. Foreign
shareholders are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in the Series.

     Income received by the Series from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of the Series' assets to be invested in
various countries is not known.

     If the Series is liable for foreign taxes, the Series expects to meet the
requirements of the Internal Revenue Code for "passing-through" to its
shareholders foreign income taxes paid, but there can be no assurance that the
Series will be able to do so. Under the Internal Revenue Code, if more than 50%
of the value of the Series' total assets at the close of its taxable year
consists of stock or securities of foreign corporations, the Series will be
eligible and may file an election with the Internal Revenue Service to
"pass-through" to the Series' shareholders the amount of foreign income taxes
paid by the Series. Pursuant to this election shareholders will be required to:
(i) include in gross income (in addition to taxable dividends actually received)
their pro rata share of the foreign income taxes paid by the Series; (ii) treat
their pro rata share of foreign income taxes as paid by them; and (iii) either
deduct their pro rata share of foreign income taxes in computing their taxable
income or, subject to certain limitations, use it as a foreign tax credit
against U.S. income taxes imposed on foreign source income. For this purpose,
the portion of dividends paid by the Series from its foreign source income will
be treated as such. No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions. A shareholder that is a nonresident
alien individual or foreign corporation may be subject to U.S. withholding tax
on the income resulting from the election described in this paragraph, but may
not be able to

                                      B-46
<PAGE>

claim a credit or deduction against such tax for the foreign taxes treated as
having been paid by such shareholder. A tax-exempt shareholder will not
ordinarily benefit from this election. The amount of foreign taxes for which a
shareholder may claim a credit in any year will generally be subject to various
limitations including a separate limitation for "passive income," which
includes, among other things, dividends, interest and certain foreign currency
gains.

     Each shareholder will be notified within 60 days after the close of the
Series' taxable year whether the foreign income taxes paid by the Series will
"pass-through" for that year and, if so, such notification will designate (a)
the shareholder's portion of the foreign income taxes paid to each such country
and (b) the portion of the dividend which represents income derived from sources
within each such country.

     The per share dividends on Class B and Class C shares will be lower than
the per share dividends on Class A or Class Z shares as a result of the higher
distribution-related fee applicable to the Class B and Class C shares and lower
on Class A shares in relation to Class Z shares. The per share distributions of
net capital gains, if any, will be paid in the same amount for Class A, Class B,
Class C and Class Z shares.

     Distributions may be subject to additional state and local taxes.

                             PERFORMANCE INFORMATION

     AVERAGE ANNUAL TOTAL RETURN. A Series may from time to time advertise its
average annual total return. Average annual total return is determined
separately for Class A, Class B, Class C and Class Z shares.

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

                                  P(1+T)n = ERV

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

     Average annual total return takes into account any applicable initial or
contingent deferred sales charge but does not take into account any federal or
state income taxes that may be payable upon redemption.



     GLOBAL GROWTH SERIES: The average annual total return for Class A shares
for the one year, five year and and since inception (January 22, 1990) periods
ended October 31, 2000 was %, % and %, respectively. The average annual total
return with respect to the Class B shares of Global Growth series for the one,
five and ten year periods ended on October 31, 2000 was %, % and %,
respectively. The average annual total return for Class C shares for the one
year, five year and since-inception (August 1, 1994) periods ended October 31,
2000 was %, % and %, respectively. The average annual total return for Class Z
shares of Global Growth series for the one year and since-inception (March 1,
1996) periods ended October 31, 2000 was % and %, respectively.

     INTERNATIONAL VALUE SERIES: Class A, Class B and Class C shares were first
offered in September 1996. The average annual total return for Class A, Class B
and Class C shares for the one year period ended October 31, 2000 was %, % and
%, respectively. The average annual total return for Class A, Class B and Class
C shares for the since-inception (September 22, 1996) period ended October 31,
2000 was %, % and %, respectively. The average annual total return for Class Z
shares for the one year, five year and since-inception (November 5, 1992)
periods ended October 31, 2000 was %, % and %, respectively.

     INTERNATIONAL GROWTH SERIES: [TEXT TO FOLLOW]


                                   B-47
<PAGE>

     YIELD. A Series may from time to time advertise its yield as calculated
over a 30-day period. YIELD IS CALCULATED SEPARATELY FOR CLASS A, CLASS B, CLASS
C AND CLASS Z SHARES. This yield will be computed by dividing the Series' net
investment income per share earned during this 30-day period by the maximum
offering price per share on the last day of this period. Yield is calculated
according to the following formula:

                                  | (a-b+1)(6) |
                          Yield = | ( --- )-1  |
                            2     | (cd   )    |


     Where:    a    = dividends and interest earned during the period.
               b    = expenses accrued for the period (net of reimbursements).
               c    = the average daily number of shares  outstanding during the
                    period that were entitled to receive dividends.
               d    = the  maximum  offering  price per share on the last day of
                    the period.

     Yield fluctuates and an annualized yield quotation is not a representation
by the Series as to what an investment in the Series will actually yield for any
given period. Yields for a Series will vary based on a number of factors
including changes in net asset value, market conditions, the level of interest
rates and the level of such Series income and expenses.

     AGGREGATE TOTAL RETURN. A Series may also advertise its aggregate total
return. Aggregate total return is determined separately for Class A, Class B,
Class C and Class Z shares.

     Aggregate total return represents the cumulative change in the value of an
investment in the Series and is computedaccording to the following formula:

                                     ERV - P
                                     -------
                                        P

     Where:    P    = a hypothetical initial payment of $1000.
               ERV  = ending  redeemable value at the end of the 1, 5 or 10 year
                    periods (or fractional portion thereof) of a hypothetical
                    $1000 payment made at the beginning of the 1, 5 or 10 year
                    periods.

     Aggregate total return does not take into account any federal or state
income taxes that may be payable uponredemption or any applicable initial or
contingent deferred sales charges.



     GLOBAL GROWTH SERIES: The aggregate total return with respect to the Class
A shares of Global Growth Series for the one year, five year and since-inception
(January 22, 1990) periods ended October 31, 2000 was %, % and %, respectively.
The aggregate total return with respect to the Class B shares of Global Growth
Series for the one, five and ten year periods ended on October 31, 2000 was %, %
and %, respectively. The aggregate total return for Class C shares for the one
year, five year and since-inception (August 1, 1994) periods ended October 31,
2000 was %, % and %, respectively. The aggregate total return for Class Z shares
of Global Growth Series for the one year and since-inception (March 1, 1996)
periods ended October 31, 2000 was % and %, respectively.

     INTERNATIONAL VALUE SERIES: The aggregate total return with respect to the
Class A shares of International Value Series for the one year and
since-inception (September 23, 1996) periods ended October 31, 2000 was % and %,
respectively. The aggregate total return with respect to the Class B shares of
the International Value Series for the one year and since-inception (September
23, 1996) periods ended on October 31, 2000 was % and %, respectively. The
aggregate total return with respect to the Class C shares of the Series for the
one year and since-inception (September 23, 1996) periods ended on October 31,
2000 was % and %, respectively. The aggregate total return for Class Z shares
for the one year, five year and since-inception (November 5, 1992) periods ended
October 31, 2000 was %, % and %, respectively.



                                      B-48
<PAGE>



     INTERNATIONAL GROWTH SERIES: [TEXT TO FOLLOW]

     ADVERTISING. Advertising materials for the Fund may include biographical
information relating to its portfolio manager(s), and may include or refer to
commentary by the Fund's manager(s) concerning investment style, investment
discipline, asset growth, current or past business experience, business
capabilities, political, economic or financial conditions and other matters of
general interest to investors. Advertising materials for the Fund also may
include mention of The Prudential Insurance Company of America, its affiliates
and subsidiaries, and reference the assets, products and services of those
entities.



     From time to time, advertising materials for the Fund may include
information concerning retirement and investing for retirement, may refer to the
approximate number of Fund shareholders and may refer to Lipper rankings or
Morningstar ratings, other related analysis supporting those ratings, other
industry publications, business periodicals and market indices. In addition,
advertising materials may reference studies or analyses performed by the manager
or its affiliates. Advertising materials for sector funds, funds that focus on
market capitalizations, index funds and international/global funds may discuss
the potential benefits and risks of that investment style. Advertising materials
for fixed income funds may discuss the benefits and risks of investing in the
bond market including discussions of credit quality, duration and maturity.


     From time to time, the performance of a Series may be measured against
various indices. Set forth below is a chart which compares the performance of
different types of investments over the long term with the rate of INFLATION.(1)


                               NEW CHART PROVIDED

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

     (1) Source: Ibbotson Associates. Used with permission. All rights reserved.
Common stock returns are based on the Standard and Poor's 500 Stock Index, a
market-weighted, unmanaged index of 500 common stocks in a variety of industry
sectors. It is a commonly used indicator of broad stock price movements. This
chart is for illustrative purposes only and is not intended to represent the
performance of any particular investment or fund. Investors cannot invest
directly in an index. Past performance is not a guarantee of future results.

                                      B-49
<PAGE>

                  APPENDIX I--DESCRIPTION OF SECURITY RATINGS

DESCRIPTION OF S&P CORPORATE BOND RATINGS:

     AAA - Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

     AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

     A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

     BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

     BB, B, CCC, CC, C - Bonds rated BB, B, CCC, CC, or C are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
represents the lowest degree of speculation and C the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:

     Aaa - Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of these issues.

     Aa - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

     A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

     Baa - Bonds rated Baa are considered as medium grade obligations, I.E.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

     Ba - Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well-safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

     B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

     Caa - Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

     Ca - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

     C - Bonds rated C are the lowest rated class of bonds, and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

     Moody's applies the numerical modifiers 1, 2 and 3 in the Aa and A rating
categories. The modifier 1 indicates that the security ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

                                      I-1
<PAGE>

DESCRIPTION OF DUFF & PHELPS BOND RATINGS:

     AAA - Bonds rated AAA by Duff & Phelps are considered to be of the highest
credit quality. The risk factors are negligible, being only slightly more than
for risk-free U.S. Treasury debt.

     AA+, AA, AA- - Bonds rated AA+, AA or AA- are considered to be of high
credit quality. Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.

     A+, A, A- - Bonds rated A+, A or A- have protection factors which are
average but adequate; however, risk factors are more variable and greater in
periods of economic stress.

     BBB+, BBB, BBB- - Bonds rated BBB+, BBB or BBB- have below average
protection factors but are still considered sufficient for prudent investment.
These bonds demonstrate considerable variability in risk during economic cycles.

     BB+, BB, BB- - Bonds rated BB+, BB, or BB- are below investment grade but
are still deemed likely to meet obligations when due. Present or prospective
financial protection factors fluctuate according to industry conditions or
company fortunes. Overall quality may move up or down frequently within this
category.

     B+, B, B- - Bonds rated B+, B, or B- are below investment grade and possess
the risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

     CCC - Bonds rated CCC are well below investment grade securities.
Considerable uncertainty exists as to timely payment of principal, interest or
preferred dividends. Protection factors are narrow and risk can be substantial
with unfavorable economic/industry conditions, and/or with unfavorable company
developments.

     DD - Bonds rated DD are defaulted debt obligations. The issuer failed to
meet scheduled principal and/or interest payments.

DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS:

     Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted A-1+.
Capacity for timely payment on commercial paper rated A-2 is strong, but the
relative degree of safety is not as high as for issues designated A-1.

DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS:

     The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of short-term promissory
obligations. Issuers rated Prime-2 (or related supporting institutions) are
considered to have a strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the characteristics of
issuers rated Prime-1 but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternative liquidity is maintained.

DESCRIPTION OF DUFF & PHELPS COMMERCIAL PAPER RATING:

     Duff & Phelps commercial paper ratings are divided into three categories,
ranging from "1" for the highest quality obligations to "3" for the lowest. No
ratings are issued for companies whose paper is not deemed investment grade.
Issues assigned the Duff 1 rating are considered top grade. This category is
further divided into three gradations as follows: Duff 1 plus -- highest
certainty of timely payment, short-term liquidity, including internal operating
factors and/or ready access to alternative sources of funds, is clearly
outstanding and safety is just below risk-free U.S. Treasury short-term
obligations; Duff 1 -- very high certainty of timely payment, liquidity factors
are excellent and supported by strong fundamental protection factors, risk
factors are minor; Duff 1 minus-high certainty of timely payment, liquidity
factors are strong and supported by good fundamental protection factors, risk
factors are very small. Issues rated Duff 2 represent a good certainty of timely
payment; liquidity factors and company fundamentals are sound; although ongoing
internal funds needs may enlarge total financing requirements, access to capital
markets is good; risk factors are small. Duff 3 represents a satisfactory grade;
satisfactory liquidity and other protection factors qualify issue as to
investment grade; risk factors are larger and subject to more variation;
nevertheless timely payment is expected.

                                      I-2
<PAGE>

                  APPENDIX II--GENERAL INVESTMENT INFORMATION

     The following terms are used in mutual fund investing.

ASSET ALLOCATION

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

DIVERSIFICATION

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

DURATION

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

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

MARKET TIMING

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

POWER OF COMPOUNDING

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

STANDARD DEVIATION

     Standard Deviation is an absolute (non-relative) measure of volatility
which, for a mutual fund, depicts how widely the returns varied over a certain
period of time. When a fund has a high standard deviation, its range of
performance has been very wide, implying greater volatility potential. Standard
deviation is only one of several measures of a fund's volatility.

                                      II-1
<PAGE>

                   APPENDIX III--HISTORICAL PERFORMANCE DATA

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

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

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

                                 INSERT CHART A

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

Source:   Ibbotson  Associates.   Used  with  permission.   This  chart  is  for
illustrative purposes only and is not indicative of the past, present, or future
performance of any asset class or any Prudential Mutual Fund.

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

Small stock returns for 1926-1980 are those of stocks comprising the 5th
quintile of the New York Stock Exchange. Thereafter, returns are those of the
Dimensional Fund Advisors (DFA) Small Company Fund. Common stock returns are
based on the S&P Composite Index, a market-weighted, unmanaged index of 500
stocks (currently) in a variety of industries. It is often used as a broad
measure of stock market performance.

Long-term government bond returns are measured using a constant one-bond
portfolio with a maturity of roughly 20 years. Treasury bill returns are for a
one-month bill. Treasuries are guaranteed by the U.S. government as to the
timely payment of principal and interest; equities are not. Inflation is
measured by the consumer price index (CPI).

IMPACT OF INFLATION. The "real" rate of investment return is that which exceeds
the rate of inflation, the percentage change in the value of consumer goods and
the general cost of living. A common goal of long-term investors is to outpace
the erosive impact of inflation on investment returns.

                                     III-1
<PAGE>

     Set forth below is historical performance data relating to various sectors
of the fixed-income securities markets. The chart shows the historical total
returns of U.S. Treasury bonds, U.S. mortgage securities, U.S. corporate bonds,
U.S. high yield bonds and world government bonds on an annual basis from 1989
through 1999. The total returns of the indices include accrued interest, plus
the price changes (gains or losses) of the underlying securities during the
period mentioned. The data is provided to illustrate the varying historical
total returns and investors should not consider this performance data as an
indication of the future performance of either Series or of any sector in which
a Series invests.

     All information relies on data obtained from statistical services, reports
and other services believed by the Manager to be reliable. Such information has
not been verified. The figures do not reflect the operating expenses and fees of
a mutual fund. See "Fund Expenses" in the prospectus. The net effect of the
deduction of the operating expenses of a mutual fund on these historical total
returns, including the compounded effect over time, could be substantial.

            HISTORICAL TOTAL RETURNS OF DIFFERENT BOND MARKET SECTORS

                                [Insert Chart B]

(1) LEHMAN BROTHERS TREASURY BOND INDEX is an unmanaged index made up of over
150 public issues of the U.S. Treasury having maturities of at least one year.

(2) LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX is an unmanaged index that
includes over 600 15- and 30-year fixed-rate mortgage-backed securities of the
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

(3) LEHMAN BROTHERS CORPORATE BOND INDEX includes over 3,000 public fixed-rate,
nonconvertible investment-grade bonds. All bonds are U.S. dollar-denominated
issues and include debt issued or guaranteed by foreign sovereign governments,
municipalities, governmental agencies or international agencies. All bonds in
the index have maturities of at least one year.

(4) LEHMAN BROTHERS HIGH YIELD BOND INDEX is an unmanaged index  comprising over
750  public,  fixed-rate,  nonconvertible  bonds  that are rated Ba1 or lower by
Moody's  Investors  Service (or rated BB+ or lower by Standard & Poor's or Fitch
Investors Service). All bonds in the index have maturities of at least one year.
Source: Lipper, Inc.

(5) SALOMON  SMITH BARNEY WORLD  GOVERNMENT  INDEX (NON U.S.)  includes over 800
bonds issued by various foreign governments or agencies,  excluding those in the
U.S., but including those in Japan,  Germany,  France, the U.K., Canada,  Italy,
Australia,  Belgium,  Denmark, the Netherlands,  Spain, Sweden, and Austria. All
bonds in the index have maturities of at least one year.


                                     III-2
<PAGE>

This chart illustrates the                 This chart shows the growth of a
performance of major world stock           hypothetical $10,000 investment
markets for the period from                made in the stock representing the
December 31, 1985 through December         S&P 500 stock index with and
31, 1999. It does not represent the        without reinvested dividends.
performance of any Prudential
Mutual Fund.





     [Insert Chart C]



                                                  [Insert Chart D]



Source: Morgan Stanley Capital             Source: Lipper, Inc. Used with
International (MSCI) based on data         permission. All rights reserved.
retrieved from Lipper Analytical           This chart is for illustrative
New Application (LANA). Morgan             purposes only and is not
Stanley country indices are                representative of the past, present
unmanaged indices which include            or future performance of any
those stocks making up the largest         Prudential Mutual Fund. Common
two-thirds of each country's total         Stock total returns are based on the
stock market capitalization. This          S&P 500 Index, a market-value
chart is for illustrative purposes         weighted index made up of 500 of
only and is not indicative of the          the largest stocks in the U.S.
past, present or future performance        based upon their stock market
of any specific investment.                value. Investors cannot buy or
Investors cannot invest directly in        invest in market indices.
stock indices.












                                [Insert Chart E]






           Source: Morgan Stanley Capital International, December 31, 1999. Used
           with permission. This chart represents the capitalization of major
           world stock markets as measured by the Morgan Stanley Capital
           International (MSCI) World Index. The total market capitalization is
           based on the value of approximately 1577 companies in 22 countries
           (representing approximately 60% of the aggregate market value of the
           stock exchanges). This chart is for illustrative purposes only and
           does not represent the allocation of any Prudential Mutual Fund.

                                     III-3
<PAGE>


This chart below shows the historical volatility of general interest rates as
measured by the long U.S. Treasury Bond.


              LONG U.S. TREASURY BOND YIELD IN PERCENT (1926-1999)



                                (INSERT CHART F)


----------
Source: Ibbotson Associates. Used with permission. All rights reserved. The
chart illustrates the historical yield of the long-term U.S. Treasury Bond from
1926-1999. Yields represent that of an annually renewed one-bond portfolio with
a remaining maturity of approximately 20 years. This chart is for illustrative
purposes and should not be construed to represent the yields of any Prudential
Mutual Fund.


                                     III-4
<PAGE>

                                     PART C


                                OTHER INFORMATION

ITEM 23. EXHIBITS.

     (a)  (i) Restated Articles of Incorporation. Incorporated by reference to
          Exhibit 1 to Post-Effective Amendment No. 17 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January
          3, 1995.


          (ii) Articles Supplementary dated December 27, 1995. Incorporated by
          reference to Exhibit (a)(ii) to Post-Effective Amendment No. 29 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on February 2, 2000.


          (iii) Articles Supplementary dated June 20, 1996. Incorporated by
          reference to Exhibit 1(b) to Post-Effective Amendment No. 20 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on June 24, 1996.


          (iv) Amendment to Articles of Incorporation. Incorporated by reference
          to Exhibit 1(c) to Post-Effective Amendment No. 20 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on June 24,
          1996.

          (v) Articles Supplementary dated December 2, 1999. Incorporated by
          reference to Exhibit (a)(v) to Post-Effective Amendment No. 29 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on February 2, 2000.

          (vi) Articles of Amendment dated December 22, 1999. Incorporated by
          reference to Exhibit (a)(vi) to Post-Effective Amendment No. 29 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on February 2, 2000.

     (b)  By-Laws of the Registrant, Revised and Restated November 18, 1999.*


     (c)  (i) Specimen Certificate for shares of Common Stock of the Registrant
          for Class A Shares. Incorporated by reference to Exhibit 4(a) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (ii) Specimen Certificate for shares of Common Stock of the Registrant
          for Class B Shares. Incorporated by reference to Exhibit 4(b) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (iii) Specimen Certificate for shares of Common Stock of the
          Registrant for Class C Shares. Incorporated by reference to Exhibit
          4(c) to Post-Effective Amendment No. 23 to the Registration Statement
          on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (iv) Specimen Certificate for shares of Common Stock of the Registrant
          for Class Z Shares. Incorporated by reference to Exhibit 4(d) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (v) Instruments defining rights of shareholders. Incorporated by
          reference to Exhibit 4(e) to Post-Effective Amendment No. 23 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on January 7, 1998.

     (d)  (i) Management Agreement between the Registrant and Prudential Mutual
          Fund Management, Inc. with respect to the Global Series of the
          Registrant. Incorporated by reference to Exhibit 5(a) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (ii) Subadvisory Agreement between Prudential Mutual Fund Management,
          Inc. and The Prudential Investment Corporation with respect to the
          Global Series of the Registrant. Incorporated by reference to Exhibit
          5(b) to Post-Effective Amendment No. 23 to the Registration Statement
          on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (iii) Management Agreement between Registrant and Prudential Mutual
          Fund Management, Inc. with respect to the International Stock Series
          of the Registrant, incorporated by reference to Exhibit 5(c) to
          Post-Effective Amendment No. 22 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 14, 1997.

          (iv) Subadvisory Agreement between Mercator Asset Management, L.P. and
          Prudential Mutual Fund Management, Inc. with respect to the
          International Stock Series of the Registrant, incorporated by
          reference to Exhibit 5(d) to Post-Effective Amendment No. 22 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on January 14, 1997.


                                      C-1
<PAGE>

          (v) Subadvisory Agreement between the Prudential Investment
          Corporation and Prudential Mutual Fund Management, Inc. with respect
          to the International Stock Series of the Registrant, incorporated by
          reference to Exhibit 5(e) to Post-Effective Amendment No. 22 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on January 14, 1997.


          (vi) Management Agreement between Registrant and Prudential
          Investments Fund Management LLC with respect to the Prudential
          Jennison International Growth Fund series of the Registrant dated
          November 18, 1999. Incorporated by reference to Exhibit (d)(vi) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (vii) Subadvisory Agreement between Jennison Associates LLC and
          Prudential Investments Fund Management LLC with respect to the
          Jennison International Growth Fund series of the Registrant dated
          November 18, 1999. Incorporated by reference to Exhibit (d)(vii) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (viii) Amendment dated January 1, 2000 to Subadvisory Agreement
          between Prudential Investments Fund Management LLC and the Prudential
          Investment Corporation.*

     (e)  (i) Restated Distribution Agreement for Shares of the Registrant dated
          November 18, 1999. Incorporated by reference to Exhibit (e)(i) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (ii) Form of Dealer Agreement. Incorporated by reference to Exhibit
          (e)(ii) to Post-Effective Amendment No. 29 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February
          2, 2000.


     (f)  Not applicable.

     (g)  (i) Custodian Agreement between the Registrant and State Street Bank
          and Trust Company. Incorporated by reference to Exhibit 6 to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (ii) Form of Amendment to Custodian Agreement, incorporated by
          reference to Exhibit No. 8(b) to Post-Effective Amendment No. 18 to
          the Registration Statement on Form N-1A (File No. 2-89725) filed via
          EDGAR on November 1, 1995.


          (iii) Amendment dated February 22, 1999 to Custodian Contract.*

     (h)  (i) Transfer Agency and Service Agreement between the Registrant and
          Prudential Mutual Fund Services, Inc. Incorporated by reference to
          Exhibit 9 to Post-Effective Amendment No. 23 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January
          7, 1998.

          (ii)  Amendment  dated August 24, 1999 to Transfer  Agency and Service
          Agreement  between the Registrant and Prudential  Mutual Fund Services
          LLC.*


     (i)  Opinion of Sullivan & Cromwell. Incorporated by reference to Exhibit
          10 to Post-Effective Amendment No. 23 to the Registration Statement on
          Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

     (j)  Consent of Independent Accountants.**

     (k)  Not applicable.


     (l)  Purchase Agreement dated November 18, 1999. Incorporated by reference
          to Exhibit (l) to Post-Effective Amendment No. 29 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February
          2, 2000.


     (m)  (i) Amended and Restated Distribution and Service Plan for Class A
          shares of Global Series of the Registrant; dated July 1, 1993.
          Incorporated by reference to Exhibit 15(a) to Post-Effective Amendment
          No. 24 to the Registration Statement on Form N-1A (File No. 2-89725)
          filed via EDGAR on January 7, 1998.

          (ii) Amended and Restated Distribution and Service Plan for Class B
          shares of Global Series of the Registrant; dated July 1, 1993.
          Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment
          No. 24 to the Registration Statement on Form N-1A (File No. 2-89725)
          filed via EDGAR on January 7, 1998.

          (iii) Distribution and Service Plan for Class A shares of Global
          Series of the Registrant; incorporated by reference to Exhibit 6(c) to
          Post-Effective Amendment No. 17 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.

          (iv) Distribution and Service Plan for Class B shares of Global Series
          of the Registrant; incorporated by reference to Exhibit 6(d) to
          Post-Effective Amendment No. 17 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.

                                      C-2
<PAGE>

          (v) Distribution and Service Plan for Class C shares of Global Series
          of the Registrant; incorporated by reference to Exhibit 6(e) to
          Post-Effective Amendment No. 17 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.

          (vi) Distribution and Service Plan for Class A shares of International
          Stock Series of the Registrant, incorporated by reference to Exhibit
          15(f) to Post-Effective Amendment No. 21 to the Registration Statement
          on Form N-1A (File No. 2-89725) filed via EDGAR on September 19, 1996.

          (vii) Distribution and Service Plan for Class B shares of
          International Stock Series of the Registrant, incorporated by
          reference to Exhibit 15(g) to Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on September 19, 1996.

          (viii) Distribution and Service Plan for Class C shares of
          International Stock Series of the Registrant, incorporated by
          reference to Exhibit 15(h) to Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on September 19, 1996.

          (ix) Amended and Restated Distribution and Service Plan for Class A
          shares of Global Series of the Registrant. Incorporated by reference
          to Exhibit 99.m(ix) to Post-Effective Amendment No. 24 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on November 2, 1998.

          (x) Amended and Restated Distribution and Service Plan for Class B
          shares of Global Series of the Registrant. Incorporated by reference
          to Exhibit 99.m(x) to Post-Effective Amendment No. 24 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on November 2, 1998.

          (xi) Amended and Restated Distribution and Service Plan for Class C
          shares of Global Series of the Registrant. Incorporated by reference
          to Exhibit 99.m(xi) to Post-Effective Amendment No. 24 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on November 2, 1998.

          (xii) Amended and Restated Distribution and Service Plan for Class A
          shares of International Stock Series of the Registrant. Incorporated
          by reference to Exhibit 99.m(xii) to Post-Effective Amendment No. 24
          to the Registration Statement on Form N-1A (File No. 2-89725) filed
          via EDGAR on November 2, 1998.

          (xiii) Amended and Restated Distribution and Service Plan for Class B
          shares of International Stock Series of the Registrant. Incorporated
          by reference to Exhibit 99.m(xiii) to Post-Effective Amendment No. 24
          to the Registration Statement on Form N-1A (File No. 2-89725) filed
          via EDGAR on November 2, 1998.

          (xiv) Amended and Restated Distribution and Service Plan for Class C
          shares of International Stock Series of the Registrant. Incorporated
          by reference to Exhibit 99.m(xiv) to Post-Effective Amendment No. 24
          to the Registration Statement on Form N-1A (File No. 2-89725) filed
          via EDGAR on November 2, 1998.


          (xv) Distribution and Service Plan for Class A shares of the
          Prudential Jennison International Growth Fund series of the
          Registrant. Incorporated by reference to Exhibit (m)(xv) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (xvi) Distribution and Service Plan for Class B shares of the
          prudential Jennison International Growth Fund series of the
          Registrant. Incorporated by reference to Exhibit (m)(xvi) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (xvii) Distribution and Service Plan for Class C shares of the
          Prudential Jennison International Growth Fund series of the
          Registrant. Incorporated by reference to Exhibit (m)(xvii) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

     (n)  Not Applicable.

     (o)  Amended and Restated Rule 18f-3 Plan dated November 18, 1999.
          Incorporated by reference to Exhibit (o) to Post-Effective Amendment
          No. 29 to the Registration Statement on Form N-1A (File No. 2-89725)
          filed via EDGAR on February 2, 2000.

     (p)  (i) Code of Ethics of the Registrant.*

          (ii) Code of Ethics of Prudential Investment Corporation, Prudential
          Investments Fund Management LLC and Prudential Investment Management
          Services LLC.*

----------
* Filed herewith.
** To be provided.


                                      C-3
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

     None.

ITEM 25. INDEMNIFICATION

     As permitted by Section 17(h) and (i) of the Investment Company Act of
1940, as amended (the 1940 Act), and pursuant to Article VI of the Fund's
By-Laws (Exhibit (a) 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 the Distribution
Agreement (Exhibit (e) to the Registration Statement), the 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, as amended (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 Agreements for the Registrant's Global Growth
Fund series and International Value Fund series and Section 8 of the Management
Agreement for the Registrant's Prudential Jennison International Growth Fund
series (Exhibits (d)(i), (iii) and (vi) to the Registration Statement,
respectively) and Section 4 of the Subadvisory Agreements (Exhibits (d)(ii),
(iv), (v) and (vii) to the Registration Statement, respectively) limit the
liability of Prudential Investments Fund Management LLC (PIFM) and Mercator
Asset Management, L.P. (Mercator) or Jennison Associates LLC (Jennison),
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 each 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 remains
in effect and is consistently applied.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

     (a) Prudential Investments Fund Management LLC (PIFM)

     See "How the Series is Managed--Manager" in the Prospectuses constituting
Part A of this Post-Effective Amendment to the Registration Statement and
"Investment Advisory and Other Services--Investment Advisers" in the Statement
of Additional Information constituting Part B of this Post-Effective Amendment
to the Registration Statement.

     The business and other connections of the officers of PIFM are listed in
Schedules A and D of Form ADV of PIFM as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-3110, filed on March 30, 1994).

                                      C-4
<PAGE>

     The business and other connections of PIFM's directors and principal
executive officers within the last two years are set forth below. Except as
otherwise indicated, the address of each person is Gateway Center Three, 100
Mulberry Street, Newark, New Jersey 07102-4077.

<TABLE>
<CAPTION>
NAME AND ADDRESS               POSITION WITH PIFM                              PRINCIPAL OCCUPATIONS
----------------               ------------------                              ---------------------
<S>                            <C>                              <C>
Robert F. Gunia                Executive Vice President and     Executive Vice President and Chief Administrative Officer
                               Chief Administrative Officer      PIFM; Vice President, Prudential; President, Prudential
                                                                 investment Management Services LLC (PIMS)


William V. Healey              Executive Vice President,        Executive Vice President, Chief Legal Officer and
                                Chief Legal Officer and           Secretary, PIFM; Vice President and Associate General
                               Secretary                          Counsel, Prudential; Executive Vice President, Chief
                                                                  Legal Officer and Secretary, Prudential Mutual Fund
                                                                  Services LLC; Senior Vice President, Chief Legal Officer
                                                                  and Secretary, PIMS



David R. Odenath, Jr.          Officer in Charge. President     Officer in Charge, President, Chief Executive Officer and
                               Chief Executive Officer and       Chief Operating Officer, PIFM; Senior Vice President,
                               Chief Operating Officer           The Prudential Insurance Company of America (Prudential)


Stephen Pelletier              Executive Vice President         Executive Vice President, PIFM

Judy A. Rice                   Executive Vice President         Executive Vice President, PIFM

Lynn M. Waldvogel              Executive Vice President         Executive Vice President, PIFM
</TABLE>

     (b) The Prudential Investment Corporation (PIC)

     See "How the Series is Managed--Manager" in the Prospectuses constituting
Part A of this Post-Effective Amendment to the Registration Statement and
"Investment Advisory and Other Services" in the Statement of Additional
Information constituting Part B of this Post-Effective Amendment to the
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 07101-4077.

<TABLE>
<CAPTION>
NAME AND ADDRESS               POSITION WITH PIC                               PRINCIPAL OCCUPATIONS
----------------               -----------------                               ---------------------
<S>                            <C>                          <C>

John R. Strangfeld, Jr.        Chairman of Board,           Chief Executive Officer of Prudential Securities
                                President and Chief          Incorporated (since October 2000), President of
                                Executive Officer            Prudential Global Asset Management Group; Senior Vice
                                and Director                 President of Prudential


Bernard B. Winograd            Senior Vice President and    Chief Executive Officer of Prudential Real Estate Investors
                                Director                     (PRFI); Senior Vice President and Director, PIC
</TABLE>

ITEM 27. PRINCIPAL UNDERWRITERS


     (a) Prudential Investment Management Services LLC is distributor for
Prudential Government Securities Trust, The Target Portfolio Trust, Cash
Accumulation Trust, COMMAND Government Fund, COMMAND Money Fund, COMMAND
Tax-Free Fund, Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Balanced Fund, Prudential
California Municipal Fund, Prudential Diversified Bond Fund, Inc., Prudential
Diversified Funds, Prudential Emerging Growth Fund, Inc., Prudential Equity
Fund, Inc., Prudential Europe Growth Fund, Inc., Prudential Global Genesis Fund,
Inc., Prudential Global Total Return Fund, Inc., Prudential High Yield Fund,
Inc., Prudential Index Series Fund, Prudential MoneyMart Assets Inc., Prudential
Natural Resources Fund, Inc., Prudential Government Income Fund, Inc.,
Prudential High Yield Total Return Fund, Inc., Prudential International Bond
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc., The Prudential
Investment Portfolios, Inc., Prudential Mid-Cap Value Fund, Prudential Municipal
Bond Fund, Prudential Municipal Series Fund, Prudential National Municipals
Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Real Estate
Securities Fund, Prudential Sector Funds, Inc., Prudential Small-Cap Quantum
Fund, Inc., Prudential Small Company Fund, Inc., Prudential Special Money Market
Fund, Inc., Prudential Short-Term Corporate Bond Fund, Inc., Prudential Tax-Free
Money Fund, Inc., Prudential Tax-Managed Funds, Prudential 20/20, Focus Fund,
Prudential Value Fund, Prudential World Fund, Inc., Strategic Partners Series
and Target Funds.


                                      C-5
<PAGE>

     (b) Information concerning the directors and officers of Prudential
Investment Management Services LLC is set forth below:

<TABLE>
<CAPTION>

                              POSITIONS AND                                                      POSITIONS AND
                              OFFICES WITH                                                       OFFICES WITH
NAME(1)                       UNDERWRITER                                                         REGISTRANT
-------                       -------------                                                       -----------
<S>                           <C>                                                             <C>
Margaret M. Deverell          Vice President and Chief Financial Officer                      None

Kevin Frawley                 Senior Vice President and Chief Compliance Officer              None

Robert F. Gunia               President                                                       Vice President and Director


William V. Healey             Senior Vice President, Secretary and Chief Legal Officer        Assistant Secretary


John R. Strangfeld, Jr.       Executive Vice President                                        President and Director
</TABLE>


(1) The address of each person named above is Prudential Plaza, 751 Broad
Street, Newark, New Jersey 07102.


ITEM 28. 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, 1776 Heritage Drive, North
Quincy, Massachusetts, The Prudential Investment Corporation, Prudential Plaza,
751 Broad Street, Newark, New Jersey 07102, the Registrant, Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, and Prudential Mutual
Fund Services LLC, 194 Wood Avenue South, Iselin, New Jersey 08853. Documents
required by Rules 31a-1(b) (4), (5), (6), (7), (9), (10) and (11) and 31a-1 (d)
and (f) will be kept at Gateway Center Three, Newark, New Jersey 07102-4077, 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 LLC.


ITEM 29. MANAGEMENT SERVICES

     Other than as set forth under the captions "How the Series is
Managed--Manager" and "How the Series is Managed--Distributor" in the
Prospectuses and the captions "Investment Advisory and Other
Services--Investment Advisers" and "Investment Advisory and Other
Services--Distributor and Rule 12b-1 Plans" 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 30. UNDERTAKINGS

     None.


                                      C-6
<PAGE>

                                 EXHIBIT INDEX

     (a)  (i) Restated Articles of Incorporation. Incorporated by reference to
          Exhibit 1 to Post-Effective Amendment No. 17 to the Registration
          Statement filed on Form N-1A via EDGAR on January 3, 1995 (File No.
          2-89725).


          (ii) Articles Supplementary dated December 27, 1995. Incorporated by
          reference to Exhibit (a)(ii) to Post-Effective Amendment No. 29 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on February 2, 2000.


          (iii) Articles Supplementary dated June 20, 1996. Incorporated by
          reference to Exhibit 1(b) to Post-Effective Amendment No. 20 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on June 24, 1996.

          (iv) Amendment to Articles of Incorporation. Incorporated by reference
          to Exhibit 1(c) to Post-Effective Amendment No. 20 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on June 24,
          1996.


          (v) Articles Supplementary dated December 2, 1999. Incorporated by
          reference to Exhibit (a)(v) to Post-Effective Amendment No. 29 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on February 2, 2000.

          (vi) Articles of Amendment dated December 22, 1999. Incorporated by
          reference to Exhibit (a)(vi) to Post-Effective Amendment No. 29 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on February 2, 2000.

          (b) By-Laws of the Registrant, Revised and Restated November 18,
          1999.*


     (c)  (i) Specimen Certificate for shares of Common Stock of the Registrant
          for Class A Shares. Incorporated by reference to Exhibit 4(a) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (ii) Specimen Certificate for shares of Common Stock of the Registrant
          for Class B Shares. Incorporated by reference to Exhibit 4(b) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (iii) Specimen Certificate for Shares of Common Stock of the
          Registrant for Class C Shares. Incorporated by reference to Exhibit
          4(c) to Post-Effective Amendment No. 23 to the Registration Statement
          on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (iv) Specimen Certificate for Shares of Common Stock of the Registrant
          for Class Z Shares. Incorporated by reference to Exhibit 4(d) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (v) Instruments defining rights of shareholders. Incorporated by
          reference to Exhibit 4(e) to Post-Effective Amendment No. 23 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on January 7, 1998.

     (d)  (i) Management Agreement between the Registrant and Prudential Mutual
          Fund Management, Inc. with respect to the Global Series of the
          Registrant, Incorporated by reference to Exhibit 5(a) to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (file No. 2-89725) filed via EDGAR on January 7, 1998.

          (ii) Subadvisory Agreement between Prudential Mutual Fund Management,
          Inc. and The Prudential Investment Corporation with respect to the
          Global Series of the Registrant, Incorporated by reference to Exhibit
          5(b) to Post-Effective Amendment No. 23 to the Registration Statement
          on Form N-1A (file No. 2-89725) filed via EDGAR on January 7, 1998.

          (iii) Management Agreement between Registrant and Prudential Mutual
          Fund Management, Inc. with respect to the International Stock Series
          of the Registrant, incorporated by reference to Exhibit 5(c) to
          Post-Effective Amendment No. 22 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 14, 1997.

          (iv) Subadvisory Agreement between Mercator Asset Management, L.P. and
          Prudential Mutual Fund Management, Inc. with respect to the
          International Stock Series of the Registrant, incorporated by
          reference to Exhibit 5(d) to Post-Effective Amendment No. 22 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on January 14, 1997.

          (v) Subadvisory Agreement between The Prudential Investment
          Corporation and Prudential Mutual Fund Management, Inc. with respect
          to the International Stock Series of the Registrant, incorporated by
          reference to


<PAGE>

          Exhibit 5(e) to Post-Effective Amendment No. 22 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January
          14, 1997.


          (vi) Management Agreement between Registrant and Prudential
          Investments Fund Management LLC with respect to the Prudential
          Jennison International Growth Fund series of the Registrant dated
          November 18, 1999. Incorporated by reference to Exhibit (d)(vi) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (vii) Subadvisory Agreement between Jennison Associates LLC and
          Prudential Investments Fund Management LLC with respect to the
          Jennison International Growth Fund series of the Registrant dated
          November 18, 1999. Incorporated by reference to Exhibit (d)(vii) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (viii) Amendment dated January 1, 2000 to Subadvisory Agreement
          between Prudential Investments Fund Management LLC and the Prudential
          Investment Corporation.*

     (e)  (i) Restated Distribution Agreement for Shares of the Registrant dated
          November 18, 1999. Incorporated by reference to Exhibit (e)(i) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (ii) Form of Dealer Agreement. Incorporated by reference to Exhibit
          (e)(ii) to Post-Effective Amendment No. 29 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February
          2, 2000.


     (f)  Not applicable.

     (g)  (i) Custodian Agreement between the Registrant and State Street Bank
          and Trust Company. Incorporated by reference to Exhibit 8 to
          Post-Effective Amendment No. 23 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

          (ii) Form of Amendment to Custodian Agreement, incorporated by
          reference to Exhibit No. 8(b) to Post-Effective Amendment No. 18 to
          the Registration Statement on Form N-1A (File No. 2-89725) filed via
          EDGAR on November 1, 1995.


          (iii) Amendment dated February 22, 1999 to Custodian Contract.*

     (h)  (i) Transfer Agency and Service Agreement between the Registrant and
          Prudential Mutual Fund Services, Inc. Incorporated by reference to
          Exhibit 9 to Post-Effective Amendment No. 23 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January
          7, 1998.

          (ii) Amendment dated August 24, 1999 to Transfer Agency and Service
          Agreement between the Registrant and Prudential Mutual Fund Services
          LLC.*


     (i)  Opinion of Sullivan & Cromwell. Incorporated by reference to Exhibit
          10 to Post-Effective Amendment No. 23 to the Registration Statement on
          Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.

     (j)  Consent of Independent Accountants.**

     (k)  Not applicable.


     (l)  Purchase Agreement dated November 18, 1999. Incorporated by reference
          to Exhibit (l) to Post-Effective Amendment No. 29 to the Registration
          Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February
          2, 2000.


     (m)  (i) Amended and Restated Distribution and Service Plan for Class A
          shares of Global Series of the Registrant; dated July 1, 1993.
          Incorporated by reference to Exhibit 15(a) to Post-Effective Amendment
          No. 23 to the Registration Statement on Form N-1A (File No. 2-89725)
          filed via EDGAR on January 7, 1998.

          (ii) Amended and Restated Distribution and Service Plan for Class B
          shares of Global Series of the Registrant; dated July 1, 1993.
          Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment
          No. 23 to the Registration Statement on Form N-1A (File No. 2-89725)
          filed via EDGAR on January 7, 1998.

          (iii) Distribution and Service Plan for Class A shares of Global
          Series of the Registrant; Incorporated by reference to Exhibit 6(c) to
          Post-Effective Amendment No. 17 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.

          (iv) Distribution and Service Plan for Class B shares of Global Series
          of the Registrant; incorporated by reference to Exhibit 6(d) to
          Post-Effective Amendment No. 17 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.

          (v) Distribution and Service Plan for Class C shares of Global Series
          of the Registrant; incorporated by reference to Exhibit 6(e) to
          Post-Effective Amendment No. 17 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.


<PAGE>

          (vi) Distribution and Service Plan for Class A Shares of International
          Stock Series of the Registrant; incorporated by reference to Exhibit
          15(f) to Post-Effective Amendment No. 21 to the Registration Statement
          on Form N-1A (File No. 2-89725) filed via EDGAR on September 19, 1996.

          (vii) Distribution and Service Plan for Class B Shares of
          International Stock Series of the Registrant; incorporated by
          reference to Exhibit 15(g) to Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on September 19, 1996.

          (viii) Distribution and Service Plan for Class C Shares of
          International Stock Series of the Registrant; incorporated by
          reference to Exhibit 15(h) to Post-Effective Amendment No. 21 to the
          Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR
          on September 19, 1996.

          (ix) Amended and Restated Distribution and Service Plan for Class A
          shares of Global Series of the Registrant. Incorporated by reference
          to Exhibit 99.m(ix) to Post-Effective Amendment No. 24 on Form N-1A
          (File No. 2-89725) filed via EDGAR on November 2, 1998.

          (x) Amended and Restated Distribution and Service Plan for Class B
          shares of Global Series of the Registrant. Incorporated by reference
          to Exhibit 99.m(x) to Post-Effective Amendment No. 24 on Form N-1A
          (File No. 2-89725) filed via EDGAR on November 2, 1998.

          (xi) Amended and Restated Distribution and Service Plan for Class C
          shares of Global Series of the Registrant. Incorporated by reference
          to Exhibit 99.m(xi) to Post-Effective Amendment No. 24 on Form N-1A
          (File No. 2-89725) filed via EDGAR on November 2, 1998.

          (xii) Amended and Restated Distribution and Service Plan for Class A
          shares of International Stock Series of the Registrant. Incorporated
          by reference to Exhibit 99.m(xii) to Post-Effective Amendment No. 24
          on Form N-1A (File No. 2-89725) filed via EDGAR on November 2, 1998.

          (xiii) Amended and Restated Distribution and Service Plan for Class B
          shares of International Stock Series of the Registrant. Incorporated
          by reference to Exhibit 99.m(xiii) to Post-Effective Amendment No. 24
          on Form N-1A (File No. 2-89725) filed via EDGAR on November 2, 1998.

          (xiv) Amended and Restated Distribution and Service Plan for Class C
          shares of International Stock Series of the Registrant. Incorporated
          by reference to Exhibit 99.m(xiv) to Post-Effective Amendment No. 24
          on Form N-1A (File No. 2-89725) filed via EDGAR on November 2, 1998.


          (xv) Distribution and Service Plan for Class A shares of the
          Prudential Jennison International Growth Fund series of the
          Registrant. Incorporated by reference to Exhibit (m)(xv) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (xvi) Distribution and Service Plan for Class B shares of the
          Prudential Jennison International Growth Fund series of the
          Registrant. Incorporated by reference to Exhibit (m)(xvi) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

          (xvii) Distribution and Service Plan for Class C shares of the
          Prudential Jennison International Growth Fund series of the
          Registrant. Incorporated by reference to Exhibit (m)(xvii) to
          Post-Effective Amendment No. 29 to the Registration Statement on Form
          N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.

     (o)  Amended and Restated Rule 18f-3 Plan dated November 18, 1999.
          Incorporated by reference to Exhibit (o) to Post-Effective Amendment
          No. 29 to the Registration Statement on Form N-1A (File No. 2-89725)
          filed via EDGAR on February 2, 2000.

     (p)  (i) Code of Ethics of the Registrant.*

          (ii) Code of Ethics of Prudential Investment Corporation, Prudential
          Investments Fund Management LLC and Prudential Investment Management
          Services LLC.*

----------
* Filed herewith.
** To be provided


<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newark, and
State of New Jersey, on the 22nd day of December, 2000.

                                                 PRUDENTIAL  WORLD  FUND,  INC.


                                                 /s/ David R. Odenath
                                                 -----------------------------
                                                 (DAVID R. ODENATH, PRESIDENT)

     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

          SIGNATURE                TITLE                           DATE
          ---------                -----                           ----

/s/  Delayne D. Gold        Director                          December  22, 2000
---------------------
     DELAYNE D. GOLD

/s/  Robert F. Gunia        Vice President and Director       December  22, 2000
---------------------
     ROBERT F. GUNIA

/s/  Robert E. LaBlanc      Director                          December  22, 2000
---------------------
     ROBERT E. LABLANC

/s/  David R. Odenath       Director, President and           December  22, 2000
---------------------         Chief Executive Officer
     DAVID R. ODENATH

/s/  Judy A. Rice           Director                          December  22, 2000
---------------------
     JUDY A. RICE

/s/  Robin B. Smith         Director                          December  22, 2000
---------------------
     ROBIN B. SMITH

/s/  Stephen Stoneburn      Director                          December  22, 2000
---------------------
     STEPHEN STONEBURN

/s/  Nancy H. Teeters       Director                          December  22, 2000
---------------------
     NANCY H. TEETERS

/s/  Clay T. Whitehead      Director                          December  22, 2000
---------------------
     CLAY T. WHITEHEAD

/s/  Grace C. Torres        Treasurer and Principal           December  22, 2000
---------------------        Financial and Accounting
     GRACE C. TORRES         Officer





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