PRUDENTIAL MUNICIPAL SERIES FUND
497, 1996-11-06
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<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
- ------------------------------------------
 
STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 1, 1996
 
- ----------------------------------------------------------------
 
Prudential   Municipal  Series  Fund  (the  Fund)  is  an  open-end,  management
investment  company,  or  mutual  fund,  consisting  of  fourteen  series--  the
Connecticut  Money Market Series, the Florida  Series, the Hawaii Income Series,
the Maryland Series,  the Massachusetts Series,  the Massachusetts Money  Market
Series,  the Michigan Series, the New Jersey Series, the New Jersey Money Market
Series, the  New  York Series,  the  New York  Money  Market Series,  the  North
Carolina  Series,  the  Ohio Series  and  the Pennsylvania  Series.  A fifteenth
series, the  New  York  Income  Series, is  not  currently  being  offered.  The
objective  of each series,  other than the Connecticut  Money Market Series, the
Massachusetts Money Market Series,  the New Jersey Money  Market Series and  the
New York Money Market Series (collectively, the money market series), is to seek
to provide to shareholders who are residents of the respective state the maximum
amount  of income that is exempt from  federal and applicable state income taxes
and, in the case of the New York Series and the New York Income Series, also New
York City income  taxes, consistent with  the preservation of  capital, and,  in
conjunction  therewith,  the  series  may invest  in  debt  securities  with the
potential for capital gain. The objective of the money market series is to  seek
to  provide the highest level of current  income that is exempt from federal and
applicable state income  taxes and, in  the case  of the New  York Money  Market
Series,  also  New York  City income  taxes, consistent  with liquidity  and the
preservation of capital. All  of the series are  diversified except the  Florida
Series,  the Hawaii  Income Series,  the New York  Income Series,  and the money
market series, other  than the New  York Money  Market Series. There  can be  no
assurance   that  any  series'  investment   objective  will  be  achieved.  See
"Investment Objectives and Policies."
 
The Fund's address is  Gateway Center Three, Newark,  New Jersey 07102, 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 Prospectuses of  each series of the Fund dated  November
1, 1996, copies of which may be obtained from the Fund upon request.
 
- --------------------------------------------------------------------------------
 
117B
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                CROSS-REFERENCES TO PAGES IN SERIES PROSPECTUSES
                                    -------------------------------------------------------------------------
                                    CONNECTICUT                                        MASSACHUSETTS
                                       MONEY            HAWAII                             MONEY
                               PAGE   MARKET    FLORIDA INCOME  MARYLAND MASSACHUSETTS    MARKET     MICHIGAN
                               ---- ----------- ------- ------- -------- ------------- ------------- --------
<S>                            <C>  <C>         <C>     <C>     <C>      <C>           <C>           <C>
General Information...........  B-1        15       20      19       20          20            15         20
Investment Objectives and
 Policies.....................  B-1         6        8       8        8           8             6          8
  In General..................  B-1        --       --               --          --            --         --
  Tax-Exempt Securities.......  B-3         6        8       8        8           8             6          8
  Risks of Investing in
   Defaulted Securities.......  B-4        --       --       8       --          --            --         --
  Special Considerations
   Regarding Investments in
   Tax-Exempt Securities......  B-5         9       12      11       12          12             9         12
  Additional Issuers.......... B-14        --       --      --       --          --            --         --
  Floating Rate and Variable
   Rate Securities............ B-16         7        8       8        8           8             7          8
  Put Options................. B-16         8        9       9       10          10             8         10
  Financial Futures Contracts
   and Options Thereon........ B-17        --       10      10       11          11            --         11
  When-Issued and Delayed
   Delivery Securities........ B-19         8       10      10       10          10             8         10
  Portfolio Turnover.......... B-20        --       12      12       13          13            --         13
  Illiquid Securities......... B-20        10       13      12       13          13            10         13
  Repurchase Agreements....... B-21         9       12      12       12          12             9         12
Investment Restrictions....... B-21        10       13      13       13          13            10         13
Trustees and Officers......... B-23        10       13      13       13          13            10         13
Manager....................... B-27        10       13      13       13          13            10         13
Distributor................... B-30        11       14      14       14          14            11         14
Portfolio Transactions and
 Brokerage.................... B-35        12       16      15       16          16            12         16
Purchase and Redemption of
 Fund Shares.................. B-37        16       21      20       21          21            16         21
  Specimen Price Make-Up...... B-37        --       --      --       --          --            --         --
  Reduction and Waiver of
   Initial Sales
   Charges--Class A Shares.... B-37        --       24      22       23          24            --         23
  Waiver of the Contingent
   Deferred Sales
   Charge--Class B Shares..... B-39        --       27      25       26          27            --         26
  Quantity Discount--Class B
   Shares Purchased Prior to
   August 1, 1994............. B-39        --       --      --       27          27            --         27
Shareholder Investment
 Account...................... B-40        22       30      28       29          29            22         29
  Automatic Reinvestment of
   Dividends and/or
   Distributions.............. B-40        22       29      27       29          29            22         29
  Exchange Privilege.......... B-40        21       28      26       28          28            21         28
  Dollar Cost Averaging....... B-41        --       --      --       --          --            --         --
  Automatic Savings
   Accumulation Plan (ASAP)... B-42        22       30      27       29          29            22         29
  Systematic Withdrawal
   Plan....................... B-42        23       30      27       29          29            22         29
  How to Redeem Shares of the
   Money Market Series........ B-43        17       --      --       --          --            19         --
  Mutual Fund Programs........ B-44        --       --      --       --          --            --         --
Net Asset Value............... B-44        13       16      16       16          17            13         16
Performance Information....... B-45         6       17      16       17          17             6         17
Distributions and Tax
 Information.................. B-49        13       17      17       17          18            13         17
  Distributions............... B-49        15       19      18       19          19            14         19
  Federal Taxation............ B-50        13       18      17       17          18            13         17
  State Taxation.............. B-53        14       19      18       19          19            14         19
Organization and
 Capitalization............... B-59        15       20      19       20          20            15         20
Custodian, Transfer and
 Dividend Disbursing Agent and
 Independent Accountants...... B-60        12       16      15       16          16            12         16
Description of Tax-Exempt
 Security Ratings............. B-61        --       --     A-1       --          --            --         --
Financial Statements.......... B-63         5        5       5        5           5             5          5
Appendix I....................  I-1        --       --      --       --          --            --         --
Appendix II................... II-1        --       --      --       --          --            --         --
Appendix III.................. III-1        --      --      --       --          --            --         --
Appendix IV................... IV-1        --       --      --       --          --            --         --
</TABLE>
 
<PAGE>
TABLE OF CONTENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                         CROSS-REFERENCES TO PAGES IN SERIES PROSPECTUSES
                                              -----------------------------------------------------------------------
                                                     NEW JERSEY                   NEW YORK
                                               NEW     MONEY             NEW YORK  MONEY    NORTH
                                         PAGE JERSEY   MARKET   NEW YORK  INCOME   MARKET  CAROLINA OHIO PENNSYLVANIA
                                         ---- ------ ---------- -------- -------- -------- -------- ---- ------------
<S>                                      <C>  <C>    <C>        <C>      <C>      <C>      <C>      <C>  <C>
General Information.....................  B-1    20       15        20       16       14       20    20         20
Investment Objectives and Policies......  B-1     8        6         8        5        6        8     8          8
  In General............................  B-1    --       --        --       --       --       --    --         --
  Tax-Exempt Securities.................  B-3     8        6         8        5        6        8     8          8
  Risks of Investing in Defaulted
   Securities...........................  B-4    --       --        --       --       --       --    --         --
  Special Considerations Regarding
   Investments in Tax-Exempt
   Securities...........................  B-5    12        9        12        9        8       12    12         12
  Additional Issuers.................... B-14    --       --        --       --       --       --    --         --
  Floating Rate and Variable Rate
   Securities........................... B-16     8        7         8        5        7        8     8          8
  Put Options........................... B-16    10        8         9        6        8       10    10         10
  Financial Futures Contracts and
   Options Thereon...................... B-17    11       --        10        8       --       11    11         11
  When-Issued and Delayed Delivery
   Securities........................... B-19    10        8        10        7        8       10    10         10
  Portfolio Turnover.................... B-20    13       --        12       10       --       12    13         13
  Illiquid Securities................... B-20    13       10        12       10        9       13    13         13
  Repurchase Agreements................. B-21    12        9        12        9        9       12    12         12
Investment Restrictions................. B-21    13       10        13       10        9       13    13         13
Trustees and Officers................... B-23    13       10        13       10        9       13    13         13
Manager................................. B-27    13       10        13       11       10       13    13         13
Distributor............................. B-30    14       11        14       11       10       14    14         14
Portfolio Transactions and Brokerage.... B-35    16       12        16       13       11       16    16         16
Purchase and Redemption of Fund
 Shares................................. B-37    21       16        21       17       15       21    21         21
  Specimen Price Make-Up................ B-37    --       --        --       --       --       --    --         --
  Reduction and Waiver of Initial Sales
   Charges--Class A Shares.............. B-37    24       --        24       18       --       23    24         23
  Waiver of the Contingent Deferred
   Sales Charge--Class B Shares......... B-39    27       --        27       --       --       26    27         26
  Quantity Discount--Class B Shares
   Purchased Prior to August 1, 1994.... B-39    27       --        27       --       --       27    27         27
Shareholder Investment Account.......... B-40    30       22        30       21       21       29    30         29
  Automatic Reinvestment of Dividends
   and/or Distributions................. B-40    30       22        30       21       21       29    29         29
  Exchange Privilege.................... B-40    28       21        28       20       20       28    28         28
  Dollar Cost Averaging................. B-41    --       --        --       --       --       --    --         --
  Automatic Savings Accumulation Plan
   (ASAP)............................... B-42    30       22        30       21       21       29    29         29
  Systematic Withdrawal Plan............ B-42    30       22        30       21       21       29    29         29
  How to Redeem Shares of the Money
   Market Series........................ B-43    --       19        --       --       18       --    --         --
  Mutual Fund Programs.................. B-44    --       --        --       --       --       --    --         --
Net Asset Value......................... B-44    17       12        16       13       12       16    17         17
Performance Information................. B-45    17        6        17       13        6       17    17         17
Distributions and Tax Information....... B-49    18       13        17       14       12       17    18         18
  Distributions......................... B-49    19       14        19       15       13       19    19         19
  Federal Taxation...................... B-50    18       13        17       14       12       17    18         18
  State Taxation........................ B-53    19       14        19       15       13       18    19         19
Organization and Capitalization......... B-59    20       15        20       16       14       20    20         20
Custodian, Transfer and Dividend
 Disbursing Agent and Independent
 Accountants............................ B-60    16       12        16       13       11       16    16         16
Description of Tax-Exempt Security
 Ratings................................ B-61    --       --        --       --       --       --    --         --
Financial Statements.................... B-63     5        5         5       --        5        5     5          5
Appendix I..............................  I-1    --       --        --       --       --       --    --         --
Appendix II............................. II-1    --       --        --       --       --       --    --         --
Appendix III............................ III-1    --      --        --       --       --       --    --         --
Appendix IV............................. IV-1    --       --        --       --       --       --    --         --
</TABLE>
<PAGE>
                              GENERAL INFORMATION
 
    The  Fund was organized on May 18,  1984. On February 28, 1991, the Trustees
approved an amendment to the Declaration of Trust to change the Fund's name from
Prudential-Bache Municipal Series Fund to Prudential Municipal Series Fund.
 
                       INVESTMENT OBJECTIVES AND POLICIES
 
IN GENERAL
 
    Prudential Municipal  Series  Fund (the  Fund)  is an  open-end,  management
investment company consisting of fourteen separate series: the Connecticut Money
Market  Series,  the  Florida Series,  the  Hawaii Income  Series,  the Maryland
Series, the Massachusetts  Series, the  Massachusetts Money  Market Series,  the
Michigan  Series, the New Jersey Series, the New Jersey Money Market Series, the
New York Series, the  New York Money Market  Series, the North Carolina  Series,
the  Ohio Series and the  Pennsylvania Series. A fifteenth  series, the New York
Income Series, is not  currently being offered. A  separate Prospectus has  been
prepared for each series. This Statement of Additional Information is applicable
to  all series. The  investment objective of  each series, other  than the money
market series, is to seek  to provide to shareholders  who are residents of  the
respective  state the maximum amount  of income that is  exempt from federal and
applicable state income taxes and,  in the case of the  New York Series and  the
New  York Income Series,  also New York  City income taxes,  consistent with the
preservation of capital, and, in conjunction therewith, the series may invest in
debt securities with the potential  for capital gain. Opportunities for  capital
gain  may exist, for example, when securities  are believed to be undervalued or
when the likelihood of redemption  by the issuer at  a price above the  purchase
price  indicates capital gain potential. The  investment objective of each money
market series is to provide the highest  level of current income that is  exempt
from  federal and applicable state income taxes and, in the case of the New York
Money Market Series, also New York City income taxes, consistent with  liquidity
and  the preservation of capital.  All of the series  are diversified except the
Florida Series, the  Hawaii Income Series,  the New York  Income Series and  the
money  market series, other than the New  York Money Market Series. There can be
no assurance that any series will achieve its objective or that all income  from
any series will be exempt from all federal, state or local income taxes.
 
    The investment objective of a series may not be changed without the approval
of  the  holders of  a majority  of  the outstanding  voting securities  of such
series. A "majority of the outstanding voting securities" of a series when  used
in  this Statement of Additional Information means  the lesser of (i) 67% of the
voting shares of a series represented at a meeting at which more than 50% of the
outstanding voting shares of  a series are present  in person or represented  by
proxy or (ii) more than 50% of the outstanding voting shares of a series.
 
    Each  series of the Fund, other than the money market series, will invest in
"investment grade" tax-exempt  securities which  on the date  of investment  are
rated  within the four  highest ratings of  Moody's Investors Service (Moody's),
currently Aaa, Aa, A, Baa for bonds, MIG 1,  MIG 2, MIG 3, MIG 4 for notes,  and
Prime-1  for  commercial  paper,  of  Standard  &  Poor's  Ratings  Group (S&P),
currently AAA, AA, A, BBB for bonds, SP-1, SP-2 for notes and A-1 for commercial
paper or comparable ratings of another nationally recognized statistical  rating
organization  (NRSRO). The New  York Income Series  may invest up  to 30% of its
total assets in New York Obligations rated below Baa by Moody's or below BBB  by
S&P  or  comparable ratings  of another  NRSRO or,  if non-rated,  of comparable
quality, in the opinion  of the Fund's investment  adviser, based on its  credit
analysis.  In addition, the  New York Income Series  may invest up  to 5% of its
total assets in  New York Obligations  which are  in default in  the payment  of
principal  or interest. The money market series will invest in securities which,
at the time of purchase,  have a remaining maturity  of thirteen months or  less
and  are rated (or issued by an issuer that  is rated with respect to a class of
short-term debt  obligations,  or  any  security  within  that  class,  that  is
comparable in priority and security with the security) in one of the two highest
rating  categories by at least two NRSROs  assigning a rating to the security or
issuer (or, if  only one  such rating organization  assigned a  rating, by  that
rating  organization). Each series may invest in tax-exempt securities which are
not rated if, based upon a credit  analysis by the investment adviser under  the
supervision   of  the  Trustees,  the  investment  adviser  believes  that  such
securities are  of comparable  quality to  other municipal  securities that  the
series may purchase. A description of the ratings is set forth under the heading
"Description  of Tax-Exempt  Security Ratings"  in this  Statement of Additional
Information. The  ratings of  Moody's and  S&P and  other NRSROs  represent  the
 
                                      B-1
<PAGE>
respective  opinions  of such  firms  of the  qualities  of the  securities each
undertakes to rate and such ratings  are general and are not absolute  standards
of  quality. In  determining suitability of  investment in  a particular unrated
security, the investment  adviser will  take into consideration  asset and  debt
service coverage, the purpose of the financing, history of the issuer, existence
of  other rated securities of the issuer, credit enhancement by virtue of letter
of credit or other financial guaranty deemed suitable by the investment  adviser
and  other general  conditions as  may be  relevant, including  comparability to
other issuers.
 
    Under  normal  market  conditions,  each  series  will  attempt  to   invest
substantially  all and, as a matter of  fundamental policy, will invest at least
80% of the value  of its assets  in securities the interest  on which is  exempt
from  state and federal income  taxes or the series'  assets will be invested so
that at least 80%  of the income  will be exempt from  state and federal  income
taxes,  except that,  as a  matter of  fundamental policy,  during normal market
conditions the Florida Series', the New Jersey Series' and the New Jersey  Money
Market  Series' assets  will be  invested so  that at  least 80%  of their total
assets will  be invested  in  Florida Obligations  (as  defined in  the  Florida
Series'  Prospectus) and  New Jersey Obligations  (as defined in  the New Jersey
Series' and the New Jersey Money Market Series' Prospectuses), respectively, and
except that, as a matter of fundamental policy, during normal market  conditions
the  Connecticut Money Market Series' and the Massachusetts Money Market Series'
assets will be  invested so  that at  least 80% of  their total  assets will  be
invested  in municipal  securities which pay  income exempt  from federal income
taxes. These latter  securities primarily  will be  Connecticut Obligations  (as
defined  in the Connecticut  Money Market Series'  Prospectus) and Massachusetts
Obligations (as defined in the  Massachusetts Money Market Series'  Prospectus),
respectively, unless the investment adviser is unable, due to the unavailability
of  sufficient or  reasonably priced  Connecticut Obligations  and Massachusetts
Obligations, respectively, that also meet the Series' credit quality and average
weighted  maturity  requirements,  to   purchase  Connecticut  Obligations   and
Massachusetts  Obligations, respectively. Each  series will continuously monitor
the 80% tests to ensure that either  the asset investment or the income test  is
met at all times, except for temporary defensive measures during abnormal market
conditions.
 
    A  series may invest  its assets from time  to time on  a temporary basis in
debt securities, the  interest on which  is subject to  federal, state or  local
income  tax, pending the investment or  reinvestment in tax-exempt securities of
proceeds of sales  of shares or  sales of  portfolio securities or  in order  to
avoid  the necessity of liquidating portfolio investments to meet redemptions of
shares by investors or where market  conditions due to rising interest rates  or
other adverse factors warrant temporary investing. Investments (other than those
of  the money market  series) in taxable securities  may include: obligations of
the U.S. Government,  its agencies or  instrumentalities; other debt  securities
rated  within the four highest grades by  either Moody's or S&P or another NRSRO
or,  if  unrated,  judged  by  the  investment  adviser  to  possess  comparable
creditworthiness;  commercial paper rated in the highest grade by either of such
rating services  (Prime-1 or  A-1, respectively);  certificates of  deposit  and
bankers'  acceptances;  and repurchase  agreements with  respect  to any  of the
foregoing investments. The money  market series may also  invest in the  taxable
securities  listed above, except  that their debt securities,  if rated, will be
rated within the two highest rating categories by at least two NRSROs  assigning
a  rating to  the security or  issuer (or  if only one  such rating organization
assigned a rating,  by that rating  organization). No series  intends to  invest
more  than 5% of  its assets in any  one of the  foregoing taxable securities. A
series may also hold its assets in other cash equivalents or in cash.
 
    Each series except for the Florida Series, the Hawaii Income Series, the New
York Income Series and the  money market series, other  than the New York  Money
Market  Series, is  classified as a  "diversified" investment  company under the
Investment Company Act  of 1940 (the  Investment Company Act).  This means  that
with  respect to 75% of these series' assets, (1) no series may invest more than
5% of  its  total assets  in  the securities  of  any one  issuer  (except  U.S.
Government  obligations)  and  (2)  no  series may  own  more  than  10%  of the
outstanding voting securities  of any  one issuer. For  purposes of  calculating
these  5% or  10% ownership limitations,  the series will  consider the ultimate
source of  revenues supporting  each obligation  to be  a separate  issuer.  For
example,  even though a state hospital authority or a state economic development
authority might issue obligations on behalf of many different entities, each  of
the  underlying  health  facilities  or economic  development  projects  will be
considered as  a separate  issuer. These  investments are  also subject  to  the
limitations  described  in the  remainder  of this  section.  See "How  the Fund
Invests--Investment  Objective  and  Policies--Special  Considerations"  in  the
Prospectuses  of  the Florida  Series, the  Hawaii Income  Series, the  New York
Income Series and the money market series, other than the New York Money  Market
Series.
 
                                      B-2
<PAGE>
    Since  securities issued or  guaranteed by states  or municipalities are not
voting securities, there is no limitation on the percentage of a single issuer's
securities which a series may own so long as, with respect to 75% of the  assets
of  each series other than the Florida Series, the Hawaii Income Series, the New
York Income Series and the  money market series (except  for the New York  Money
Market  Series), it  does not  invest more than  5% of  its total  assets in the
securities of such issuer (except obligations  issued or guaranteed by the  U.S.
Government).  As  for the  other  25% of  a series'  assets  not subject  to the
limitation described above, there is no limitation on the amount of these assets
that may be invested in a minimum  number of issuers. Because of the  relatively
smaller  number of issuers of investment-grade tax-exempt securities (or, in the
case of the New York Money Market Series, high quality tax-exempt securities) in
any one of these states, a series is  more likely to use this ability to  invest
its  assets in the securities  of a single issuer  than is an investment company
which invests  in a  broad range  of tax-exempt  securities. Such  concentration
involves  an increased risk of  loss to a series should  the issuer be unable to
make interest or principal payments thereon  or should the market value of  such
securities decline.
 
    The  Fund expects that a  series will not invest more  than 25% of its total
assets in municipal obligations the source  of revenue of which is derived  from
any  one of the following categories: hospitals and health facilities; turnpikes
and toll roads; ports and airports;  or colleges and universities. A series  may
invest more than 25% of its total assets in municipal obligations of one or more
of  the  following types:  obligations  of public  housing  authorities; general
obligations of states  and localities;  lease rental obligations  of states  and
local  authorities; obligations of state  and local housing finance authorities;
obligations of municipal utilities systems; bonds that are secured or backed  by
the  Treasury  or other  U.S.  Government guaranteed  securities;  or industrial
development and  pollution  control  bonds.  Each  of  the  foregoing  types  of
investments  might be subject  to particular risks  which, to the  extent that a
series is concentrated in such investments, could affect the value or  liquidity
of the series.
 
    Each  series  will treat  an investment  in a  municipal bond  refunded with
escrowed U.S. Government securities as  U.S. Government securities for  purposes
of  the Investment Company Act's  diversification requirements provided: (i) the
escrowed securities are  "government securities"  as defined  in the  Investment
Company  Act,  (ii)  the escrowed  securities  are irrevocably  pledged  only to
payment of debt service on  the refunded bonds, except  to the extent there  are
amounts  in excess of funds necessary for such debt service, (iii) principal and
interest on the escrowed securities will be sufficient to satisfy all  scheduled
principal,  interest and any  premiums on the refunded  bonds and a verification
report prepared by  a party  acceptable to a  nationally recognized  statistical
rating  agency, or counsel  to the holders  of the refunded  bonds, so verifies,
(iv) the escrow agreement provides that the issuer of the refunded bonds  grants
and  assigns  to the  escrow agent,  for the  equal and  ratable benefit  of the
holders of the refunded bonds, an express first lien on, pledge of and perfected
security interest in the  escrowed securities and  the interest income  thereon,
(v)  the escrow  agent had  no lien  of any  type with  respect to  the escrowed
securities for payment of its  fees or expenses except  to the extent there  are
excess  securities, as described in (ii) above,  and (vi) except with respect to
the Florida Series, the Hawaii Income Series, the New York Income Series and the
money market series,  the series  will not  invest more  than 25%  of its  total
assets in pre-refunded bonds of the same municipal issuer.
 
TAX-EXEMPT SECURITIES
 
    Tax-exempt  securities include  notes and  bonds issued  by or  on behalf of
states, territories and  possessions of  the United States  and their  political
subdivisions,  agencies and instrumentalities and  the District of Columbia, the
interest on  which  is exempt  from  federal  income tax  (except  for  possible
application   of  the  alternative  minimum  tax)  and,  in  certain  instances,
applicable state or local  income and personal  property taxes. Such  securities
are traded primarily in the over-the-counter market.
 
    For  purposes  of  diversification and  concentration  under  the Investment
Company Act,  the identification  of the  issuer of  tax-exempt bonds  or  notes
depends  on  the terms  and  conditions of  the  obligation. If  the  assets and
revenues of an agency, authority, instrumentality or other political subdivision
are separate  from those  of the  government creating  the subdivision  and  the
obligation  is backed only by  the assets and revenues  of the subdivision, such
subdivision is  regarded  as the  sole  issuer. Similarly,  in  the case  of  an
industrial  development revenue bond  or pollution control  revenue bond, if the
bond   is    backed    only   by    the    assets   and    revenues    of    the
 
                                      B-3
<PAGE>
nongovernmental  user, the nongovernmental user is  regarded as the sole issuer.
If in  either case  the  creating government  or  another entity  guarantees  an
obligation,  the guaranty may be regarded as  a separate security and treated as
an issue of such guarantor.
 
    TAX-EXEMPT BONDS. Tax-exempt bonds  are issued to  obtain funds for  various
public purposes, including the construction of a wide range of public facilities
such  as airports,  bridges, highways, housing,  hospitals, mass transportation,
schools, streets,  water  and  sewer  works, and  gas  and  electric  utilities.
Tax-exempt  bonds  also  may  be  issued in  connection  with  the  refunding of
outstanding obligations, to obtain funds  to lend to other public  institutions,
or for general operating expenses.
 
    The   two  principal  classifications  of   tax-exempt  bonds  are  "general
obligation" and "revenue". General obligation bonds are secured by the  issuer's
pledge  of its full faith, credit and  taxing power for the payment of principal
and interest. Revenue bonds  are payable only from  the revenues derived from  a
particular  facility or class of facilities or, in some cases, from the proceeds
of a special excise tax or other specific revenue source.
 
    Industrial  development  bonds  are  issued  by  or  on  behalf  of   public
authorities to obtain funds to provide various privately-operated facilities for
business and manufacturing, housing, sports, pollution control, and for airport,
mass  transit, port and parking facilities.  The Internal Revenue Code restricts
the types of industrial development bonds  (IDBs) which qualify to pay  interest
exempt from federal income tax, and interest on certain IDBs issued after August
7,  1986 is subject to the alternative  minimum tax. Although IDBs are issued by
municipal authorities, they are generally  secured by the revenues derived  from
payments  of the industrial user.  The payment of the  principal and interest on
IDBs is dependent solely on the ability  of the user of the facilities  financed
by  the bonds to meet its financial obligations  and the pledge, if any, of real
and personal property so financed as security for such payment.
 
    TAX-EXEMPT NOTES.  Tax-exempt  notes  generally  are  used  to  provide  for
short-term  capital needs  and generally  have maturities  of one  year or less.
Tax-exempt notes include:
 
        1. TAX ANTICIPATION NOTES. Tax Anticipation Notes are issued to  finance
    working  capital  needs of  municipalities.  Generally, they  are  issued in
    anticipation of various seasonal  tax revenues, such  as income, sales,  use
    and business taxes, and are payable from these specific future taxes.
 
        2.  REVENUE ANTICIPATION NOTES. Revenue Anticipation Notes are issued in
    expectation of receipt of other kinds  of revenue, such as federal  revenues
    available under the Federal Revenue Sharing Programs.
 
        3.  BOND  ANTICIPATION  NOTES.  Bond Anticipation  Notes  are  issued to
    provide interim financing until long-term financing can be arranged. In most
    cases, the long-term bonds then provide  the money for the repayment of  the
    Notes.
 
        4.  CONSTRUCTION LOAN NOTES. Construction Loan Notes are sold to provide
    construction financing.  Permanent  financing,  the proceeds  of  which  are
    applied  to the payment of Construction Loan Notes, is sometimes provided by
    a commitment  by  the Government  National  Mortgage Association  (GNMA)  to
    purchase  the  loan,  accompanied by  a  commitment by  the  Federal Housing
    Administration to insure mortgage  advances thereunder. In other  instances,
    permanent  financing is  provided by  commitments of  banks to  purchase the
    loan.
 
    TAX-EXEMPT  COMMERCIAL  PAPER.    Issues  of  tax-exempt  commercial   paper
typically  represent short-term,  unsecured, negotiable  promissory notes. These
obligations are issued  by agencies of  state and local  governments to  finance
seasonal   working  capital  needs  of  municipalities  or  to  provide  interim
construction financing and are paid  from general revenues of municipalities  or
are  refinanced with long-term debt. In  most cases, tax-exempt commercial paper
is backed by letters of  credit, lending agreements, note repurchase  agreements
or  other credit facility agreements offered  by banks or other institutions and
is actively traded.
 
RISKS OF INVESTING IN DEFAULTED SECURITIES
 
    The New York Income Series  may invest up to 5%  of its total assets in  New
York  Obligations that are in  default in the payment  of principal or interest.
There are a number of risks associated with investments in defaulted securities.
These risks  include investment  in  an already  troubled issuer,  the  possible
incurrence  of  costs  associated  with indemnifying  the  trustee  for pursuing
remedies (which  amount  could equal  the  principal amount  of  the  securities
purchased) and possible legal and consulting fees incurred to pursue remedies.
 
                                      B-4
<PAGE>
SPECIAL CONSIDERATIONS REGARDING INVESTMENTS IN TAX-EXEMPT SECURITIES
 
    The  following is a  discussion of the general  factors that might influence
the ability of the issuers in the various states to repay principal and interest
when due on  the obligations  contained in the  portfolio of  each series.  Such
information  is derived from  sources that are  generally available to investors
and is believed to be accurate, but has not been independently verified and  may
not be complete.
 
    In  August  1996  legislation reforming  the  welfare system  was  passed by
Congress. In essence, it  eliminated the federal  guarantee of welfare  benefits
and  leaves  the  determination  of  eligibility  to  the  states.  The  federal
government will provide block grants to the states for their use in the  funding
of  benefits. Although states are not obligated to absorb any of the reductions,
they may choose to do so. The consequences of such generosity may be adverse  in
the  event of an economic downturn or  a swelling in the ranks of beneficiaries.
If a state feels compelled to offset  lost benefits, the net effect is merely  a
shifting of the burden to the state and may affect its rating over time.
 
  CONNECTICUT
 
    Connecticut,  which experienced  very strong economic  growth throughout the
mid-to-late 1980s, is  a wealthy  state. During Connecticut's  period of  strong
growth,  the State's personal income growth  exceeded that of the United States,
its per  capita  income  was  the  highest  in  the  nation,  and  the  rate  of
unemployment  was below the national average.  Beginning in 1988, however, these
trends began to reverse  as the Northeast entered  into recession in advance  of
the  rest of the nation. The recession in the Northeast was precipitated largely
by major reductions in defense spending and by weaknesses in housing and  office
construction,  banking, and the insurance industry. As a result, personal income
growth  has  slowed  considerably  and  unemployment  has  risen  significantly,
although remaining somewhat below the national average.
 
    Connecticut's  economic  difficulties  resulted  in  severe  fiscal  stress,
culminating in a General  Fund deficit of  $965 million at  the close of  fiscal
year  1991, and the  subsequent issuance of  a like amount  of Economic Recovery
Notes, which are being repaid over a five-year period. In fiscal year 1992,  the
State  acted to  reduce the  volatility of  its budgetary  operations by raising
revenues, reducing expenditures and establishing  a broader revenue base.  Chief
among  these actions were (i)  the implementation of a  4.5% personal income tax
and (ii) the broadening of the sales tax base, which was coupled with a decrease
in the sales  tax rate from  8% to  6%. These actions,  along with  conservative
revenue  projections, permitted the State to achieve modest surpluses for fiscal
years 1992 through 1995. A  portion of such surplus was  used to retire some  of
the outstanding Economic Recovery Notes issued to fund the cumulative deficit of
fiscal  year 1990-1991. As of August 9, 1996, only $236,000 of principal remains
outstanding on the Economic Recovery Notes.
 
    In June 1992,  the Manufacturing  Recovery Act  of 1992,  which is  directed
primarily   toward  providing  incentives  to   manufacturers,  was  enacted  in
Connecticut. The legislation provides credits for establishing new manufacturing
and increasing new employee  training. In addition,  property tax exemption  and
sales  tax  exemptions  were  expanded for  purchases  of  certain manufacturing
machinery and production materials.
 
    The adopted budget for fiscal  1996-97 anticipates General Fund revenues  of
$9,158 million and General Fund expenditures of $9,157.8 million, resulting in a
projected  surplus  of  $0.2  million.  The  State  Comptroller's  General  Fund
financial statements released  August 1,  1996, however,  estimate an  operating
surplus for fiscal year 1996 of $224.8 million.
 
    The  adopted budget reflects implementation of significant tax changes aimed
at increasing overall  disposable income and  encouraging economic expansion  in
the  State. A phase  down in the personal  income tax rate  was enacted in 1995,
pursuant to which the tax rate on  the first $4,500 of taxable income for  joint
filers  is dropped 33% from 4.5% to 3% for the income year commencing January 1,
1996. For income years commencing on  or after January 1, 1997, the  application
of  the 3% rate  is further expanded to  the first $9,000  of taxable income for
joint filers. In addition, a new personal income tax credit, limited to no  more
than  $100 per filer, has been added for the income years commencing on or after
January 1, 1995.  To improve  the business climate  in the  State and  stimulate
long-term  job  growth, legislation  was  also enacted  to  reduce Connecticut's
corporate tax rate from the  rate of 11.25% in 1995  to 7.5% by January 1,  2000
and to phase out corporate level tax on S corporations by the year 2001.
 
                                      B-5
<PAGE>
    The adopted budget also reflects significant reductions in expenditures from
current  service levels. Some of these changes,  which are expected to result in
significant long-term savings to the State, including restructuring the  General
Assistance  program  to  limit benefits,  reform  of  the Aid  to  Families with
Dependent Children  program  to place  time  limits on  benefits,  reduction  of
long-term  care costs by creating a system of capitated rates, merging of mental
health and substance  abuse services,  consolidating the  State's mental  health
hospitals and moving the State toward a 40 hour work week for State employees.
 
  FLORIDA
 
    In 1980, Florida ranked seventh in population among the fifty states, having
a  population of 9.7 million people. The State has grown dramatically since 1980
and, as of April 1, 1995, Florida ranked fourth in the nation, with an estimated
population of 14.1 million. The  service sector is Florida's largest  employment
sector,  currently accounting  for 87%  of total  non-farm employment. Florida's
manufacturing jobs  exist in  the  high-tech and  value-added sectors,  such  as
electrical  and electronic equipment, as well  as printing and publishing. Since
1986, the job creation  rate for the  State is almost  twice the nation's  rate;
however,  in recent  years, Florida's  unemployment rate  has tracked  above the
national average. The  average rate of  unemployment for Florida  since 1986  is
6.2%, while the national average is also 6.2%.
 
    South  Florida, because of its location  and involvement with foreign trade,
tourism and  investment capital,  is particularly  susceptible to  international
trade  and currency  imbalances and economic  dislocations in  Central and South
America. The Central and northern portions of the State are effected by problems
in the agricultural  sector, particularly  in the citrus  and sugar  industries.
Short-term  adverse economic  conditions may be  experienced by  the Central and
northern section of Florida, and in the State as a whole, due to crop  failures,
severe  weather conditions  or other agriculture-related  problems. In addition,
the State economy has  historically been somewhat dependent  on the tourism  and
construction industries and is therefore sensitive to trends in those sectors.
 
    Under  the State Constitution and applicable statutes, the State budget as a
whole, and each separate fund within the  State budget, must be kept in  balance
from  currently  available revenues  during  each State  fiscal  year. Estimated
General Revenue plus  Working Capital and  Budget Stabilization funds  available
total  $15,311.3 million  for 1995-1996, an  increase of 3.3%  over revenues for
1994-1995.  Estimated  Revenue  of   $14,538.8  million  for  fiscal   1995-1996
represents an increase of 6.5% over 1994-1995.
 
    At  the November 1994 general election,  voters approved an amendment to the
State Constitution that limits the amount  of taxes, fees, licenses and  charges
imposed by the Legislature and collected during any fiscal year to the amount of
revenues  allowed  for the  prior fiscal  year, plus  an adjustment  for growth.
Growth is defined as the  amount equal to the average  annual rate of growth  in
Florida  personal  income over  the previous  5 years  times the  State revenues
allowed for the prior fiscal year. The revenues allowed for any fiscal year  can
be  increased by a  two-thirds vote of  the Legislature. The  limit is effective
starting with  fiscal year  1995-1996.  Any excess  revenues generated  will  be
deposited  in the  Budget Stabilization Fund.  Included among  the categories of
revenues which  are exempt  from the  proposed revenue  limitation are  revenues
pledged to State bonds.
 
    Many   factors,  including  national,  economic,  social  and  environmental
policies and conditions, most which are not  within the control of the State  or
local  government, could  affect or  adversely impact  on the  State's financial
condition.
 
  HAWAII
 
    Hawaii's separation from the  mainland and dependence  upon tourism make  it
unique among the states. Tourism dominates Hawaii's economy, with six out of ten
jobs  in the  economy related  to tourism. Other  major sectors  of the Hawaiian
economy  include   construction,  retail   trade,  agriculture,   and   military
operations,  all of which  have been adversely affected  by recent recessions in
the United States (particularly California) and Japan, and cutbacks in  military
spending. Hawaii's economy experienced strong growth during that late 1980s, but
since  1990 the rate of growth has  slowed considerably, marked by a decrease in
Japanese investment and  construction and increased  foreign competition in  the
production of pineapples and sugar.
 
                                      B-6
<PAGE>
    Over  the years,  financial operations  in the  State have  been sound, with
consistently favorable budget performance. Surpluses in excess of 5% of revenues
have regularly  triggered constitutionally  provided  tax credits,  even  during
fiscal  years 1992 and 1993 when revenue growth had slowed due to the recession.
The 1995-97 biennium budget  submitted by the  prior administration in  December
1994,  has undergone substantial adjustments and the new administration has made
extensive labor  reductions. Despite  these reductions,  however, the  available
General  Fund balance is expected  to decline from $290.9  million at the end of
fiscal 1994 to $53.9 million at the end of fiscal 1996.
 
    Hawaii's economy  remains vulnerable  to the  lingering recessions  of  both
California and Japan and the State government cutbacks may also adversely affect
economic  growth. Reported improvement in the  tourism industry has not yet been
reflected in  State revenues,  and has  lagged early  estimates. Employment  has
continued  to decline, with job growth the  slowest of all fifty states in 1994.
These factors, combined with the decline in construction, suggest that continued
stagnation in the near future is probable for Hawaii's economy.
 
  MARYLAND
 
    Maryland, one  of the  wealthiest states  in the  nation, experienced  rapid
growth  during the 1980s. Maryland's total personal income and per capita income
outperformed the national averages until 1990. The economy is well  diversified,
with services, trade, and government, accounting for a large percentage of total
employment.   Due  to  Maryland's  proximity  to  Washington,  D.C.,  government
employment plays an  important role  in the economy.  Government employment  has
served  to insulate  the regional  economy from  more volatile  economic swings,
making the Maryland unemployment rate  historically below the national  average.
For the same reason, Maryland employment may be more affected by federal layoffs
or budget reductions than employment in other states.
 
    Maryland  has generally been among the  most heavily indebted of the states,
although its  position was  more  moderate with  the  inclusion of  local  debt,
reflecting  in part the State's assumption  of school construction costs several
years  ago.  The   State,  concerned   over  its  debt   levels,  followed   the
recommendation  of a debt affordability  committee and restrained its borrowing.
Resources have also expanded and ratios have stabilized. Capital borrowing plans
are reasonable and designed not to increase debt levels substantially.
 
    During the three fiscal years from  1991 through 1993, the State's  finances
were severely affected by the national recession. Nevertheless, the State closed
fiscal year 1993 with a $10.5 million operating surplus on a budgetary basis and
closed  fiscal year  1994 with  a $60 million  operating surplus  on a budgetary
basis. On a GAAP basis, the State's General Fund moved from a deficit of  $121.7
million  as of June 30, 1993 to a positive balance of $113.9 million on June 30,
1994. Financial  operations  continued to  improve  in fiscal  year  1995,  with
revenues  exceeding estimate  by $217 million  and expenditures  at $184 million
above budget. Estimates for 1996 General Fund revenues were revised downward  by
$148  million, compared to projections made in the enacted budget; nevertheless,
the State closed fiscal  year 1996 with  a General Fund  balance on a  budgetary
basis  of $13.1 million and $493.2  million in the Revenue Stabilization Account
of the State Reserve Fund. The enacted 1997 budget holds overall  appropriations
to  slightly over 1996 levels, reflecting  slowed revenue growth and the absence
of an appropriation to the now fully funded Revenue Stabilization Account of the
State Reserve Fund.  The State projects  ending its fiscal  year with a  General
Fund  balance on a  budgetary basis of  $22.5 million and  $493.2 million in the
Revenue Stabilization Account of the State Reserve Fund.
 
    The State and its various political subdivisions issue a number of different
kinds of municipal obligations, including general obligation bonds supported  by
tax  collections, revenue  bonds payable from  certain identified  tax levies or
revenue streams, conduit  revenue bonds  payable from the  repayment of  certain
loans  to authorized entities such as  hospitals, universities and other private
entities, and  certificates of  participation  in tax-exempt  municipal  leases.
These  obligations are subject to various  economic risks and uncertainties, and
the credit quality of  the securities issued by  them varies with the  financial
strengths of the respective borrowers.
 
    There  can  be  no  assurance that  future  statewide  or  regional economic
difficulties, and the resulting  impact on the  financial condition of  Maryland
issuers  generally,  will  not adversely  affect  the market  value  of Maryland
Obligations held by the Maryland Series or the ability of particular obligors to
make timely payments of debt service on (or relating to) those obligations.
 
                                      B-7
<PAGE>
  MASSACHUSETTS
 
    Massachusetts is an urban, densely populated, and wealthy state with a fully
developed industrial economy. Massachusetts' industrial economy has  experienced
a  significant evolution  in the  last decade,  shifting from  textiles, leather
products and  heavy  manufacturing  into  high  technology  and  defense-related
sectors,  with concomitant growth in services  and trade. Little affected by the
national recession of the early 1980s, Massachusetts enjoyed unemployment  rates
among  the lowest in the nation for the  most of the decade. But, as the economy
slowed, unemployment rates  rose in  1988, 1989 and  1990. Unemployment  climbed
above  the national  figure to 9.0%  in 1991, placing  Massachusetts among those
states with the highest unemployment rates  in the nation. The construction  and
manufacturing  sectors were particularly hard hit by job losses. Personal income
growth, both for the total and on a  per capita basis, also slowed to below  the
national  rate in 1989, although per capita personal income levels are still far
above the U.S. figure. It  appears that two of  the factors contributing to  the
earlier  economic boom --  large increases in defense  contract spending and low
oil prices -- are no longer present, and the inflation in the relative costs  of
land  and  labor  also  poses  an  economic  disadvantage.  Although  job losses
continued in high tech  manufacturing and finance during  1992 and 1993,  strong
gains were registered in services, construction and high tech non-manufacturing.
The December 1993 unemployment rate was 6.3% compared to 6.4% for the nation. In
August 1996, the unemployment rate was 4.0%, the lowest rate since June 1989 and
below the national rate of 5.1%.
 
    The  most  recent recession  had serious  adverse effects  on Massachusetts'
financial operations and led to a  massive accumulated deficit of $1.45  billion
at  the  close  of  fiscal  1990.  In  order  to  regain  fiscal  solvency,  the
Commonwealth sold a total of  $1.4 billion in dedicated  tax bonds secured by  a
portion  of the Commonwealth's income tax proceeds as well as the full faith and
credit general obligation pledge of  the Commonwealth. In addition, since  1990,
Massachusetts  has adopted more conservative  revenue forecasting procedures and
has moderated spending growth, resulting in the achievement of balanced  budgets
in  both fiscal  1991-1992 and  fiscal 1992-1993.  Fiscal year  1995 tax revenue
collections totaled $11.163 billion, which exceeded estimates by $13 million and
exceeded fiscal 1994 tax revenues by  $556 million. Through August, fiscal  1996
tax collections were 3.7% greater than in the prior-year period.
 
    Despite  successful  concerted efforts  to control  Massachusetts' financial
operations, substantial risks to the Commonwealth's financial stability  remain.
Education  reform  legislation enacted  in June  1993  was estimated  to require
annual spending increases for elementary and secondary education of $175 million
in fiscal 1994, $414  million in 1995,  and $662 million  in 1996. This  program
will absorb a large part of the Commonwealth's future revenue growth.
 
    Proposition  2  1/2  is  a  property  tax  limitation  initiative  passed by
Massachusetts voters  in 1980.  In  general, Proposition  2 1/2  constrains  the
ability  of cities and towns  to raise property tax  revenues. As property taxes
are the only local source of revenue available, such tax limitation may lead  to
adverse financial consequences for some municipalities. Under Proposition 2 1/2,
many  cities and towns  were required to  reduce their property  tax levies to a
stated percentage of the full and fair  cash value of their taxable real  estate
and  personal property.  The Proposition limited  the amount by  which the total
property taxes assessed by all cities and towns may increase from year to  year.
Many  communities have responded to the limitations of Proposition 2 1/2 through
statutorily permitted overrides  and exclusions.  During fiscal  years 1992  and
1993,  123 communities had  successful votes adding $47.4  million to their levy
limits. Although Proposition 2 1/2 will continue to constrain local property tax
revenues, significant capacity  exists for  overrides in nearly  all cities  and
towns.
 
  MICHIGAN
 
    Michigan  is  a  highly  industrialized state  with  an  economy principally
dependent  upon  three  sectors:  manufacturing  (particularly  durable   goods,
automotive  products and office equipment), tourism and agriculture. Legislation
requires that the administration prepare two economic forecasts each year, which
are presented  each  January and  May  of a  given  year. The  State's  economic
forecast  for calendar 1996 projects modest  growth. Real gross domestic product
is projected to grow 2.4% in 1996 on a calendar year basis. Nationally, car  and
light truck sales are expected to total 14.6 million units in 1996. The forecast
assumes  an  inflation  rate  of 2.4%,  accompanied  by  steady  interest rates.
Ninety-day U.S. Treasury rates are expected to average 5.1% for 1996.
 
                                      B-8
<PAGE>
    The State's forecast for the Michigan economy reflects the national outlook.
Total wage and salary employment is projected to grow 1.4% in 1996. This  slight
growth  reflects  the  ongoing  diversification  of  the  Michigan  economy. The
unemployment rate is projected to continue to fall from 5.4% in 1995 to 5.2%  in
1996, placing Michigan below the national forecasted unemployment rate of 5.7%.
 
    The  principal revenue sources  for the State's General  Fund are taxes from
sales, personal  income, single  business,  and excise  taxes. Under  the  State
Constitution,  expenditures from  the General Fund  are not  permitted to exceed
available revenues.  The  principal  expenditures  from  the  General  Fund  are
directed  towards education,  public protection,  mental and  public health, and
social services. The  State's fiscal  year ended  September 30,  1993, marked  a
turning  point in the  financial condition of the  State budget. Improvements in
the Michigan  economy have  resulted in  increased revenue  collections,  which,
together  with restraint on the expenditure side of the budget, produced General
Fund surpluses of $280.1  million in fiscal year  1992-93 and $602.9 million  in
fiscal  year 1993-94. General Fund  revenue fell by 2.5%  to $7,995.2 million in
fiscal year 1995, principally  due to the earmarking  of $882 million in  income
tax  revenue  to  Michigan's School  Aid  Fund.  Fiscal year  1996  General Fund
revenues are  expected to  be $8,396.7  million, an  increase of  5.0% over  the
previous  year. Fiscal year 1997 revenues  are projected at $8,867.4 million, an
increase over fiscal 1995-1996 of 5.6%.
 
    The fiscal year  1997 budget is  built upon the  assumption that the  United
States  Congress and the  President will develop  a comprehensive agreement that
will lead to a balanced budget within  seven years. It further assumes that  the
Republican  balanced budget plan approved by the U.S. Congress and vetoed by the
President in December  1995 will be  the basis of  this federal balanced  budget
plan.
 
    The State Constitution limits the amount of total State revenues that can be
raised  from taxes and certain other  sources. State revenues (excluding federal
aid and revenues  for payment of  principal and interest  on general  obligation
bonds)  in any fiscal year  are limited to a  fixed percentage of State personal
income in the prior calendar year or average of the prior three calendar  years,
whichever  is greater, and this fixed percentage equals the ratio of the 1978-79
fiscal year revenues to total calendar 1977 State personal income.
 
    In  August  1993,  the  Governor  signed   into  law  a  measure  that   has
significantly  impacted the financing of primary and secondary school operations
in the State  and has  resulted in additional  property tax  and school  finance
reform  legislation. This  legislation exempts  all property  in the  State from
millage levied for  local and intermediate  school district operating  purposes,
other  than millages  levied for community  colleges. In order  to replace local
property tax revenues  lost as  a result  of this  legislation, the  Legislature
enacted  several laws  in December  1993 which  address property  tax and school
finance reform, including a ballot proposal that was approved by Michigan voters
in March 1994. Under this proposal, effective  May 1, 1994, the State sales  and
use  tax was increased  from 4% to 6%,  the State income  tax was decreased from
4.6% to 4.4%, the cigarette tax was  increased from $0.25 to $0.75 per pack  and
an  additional tax of 16% of the wholesale  price began to be imposed on certain
other tobacco  products.  A 0.75%  real  estate transfer  tax  became  effective
January 1, 1995, and a State property tax of 6 mills began to be imposed in 1994
on all real and personal property currently subject to the general property tax.
The  total  effect  of these  school  finance  reforms is  to  shift significant
portions of the cost of local  school operations from local school districts  to
the  State and  raise additional State  revenues to fund  these additional State
expenses.  These  additional  revenues  will  be  included  within  the  State's
constitutional  revenue limitations and may impact  the State's ability to raise
additional revenues in the future.
 
    Although revenue obligations of the State or its political subdivisions  may
be payable from a specific project or source, including lease rentals, there can
be no assurance that further economic difficulties will not adversely affect the
market  value of  municipal obligations  held in  the portfolio  of the Michigan
Series or the ability  of the respective obligors  to make required payments  on
such obligations.
 
  NEW JERSEY
 
    New  Jersey has a  highly diversified economy.  While once heavily dependent
upon manufacturing, New Jersey's economy is now increasingly based on trade  and
services. The State fully participated in the national economic recovery and did
not  experience the brunt of the Northeast  recession until much later than many
other states.  The rate  of  unemployment was  consistently below  the  national
average through 1991. In 1992,
 
                                      B-9
<PAGE>
however,  the  unemployment  rate rose  well  above  that of  the  nation. While
personal income growth  lagged behind  the U.S. level  in 1989  and 1991,  since
1989,  the State's per  capita income remains  the second highest  in the United
States.
 
    The principal sources  of State  revenue are sales,  corporate and  personal
income  taxes. The Constitution of the  State prohibits the expenditure of funds
in excess  of the  State's revenues  and reserves.  Since the  Constitution  was
adopted  in 1947, New Jersey has always had a positive undesignated fund balance
in its general fund at the end of each year. A favorable economy translated into
substantial growth  in revenue  and surpluses:  from fiscal  year 1984  to  1988
revenues  grew almost 40%.  Economic slowdown translated  revenue shortfalls and
operating deficits in fiscal years 1989 and 1990. Surplus balances, which peaked
at $1.2  billion  in fiscal  year  1988, fell  to  $116 million  (excluding  the
Transition School Aid Account) by fiscal year-end 1991.
 
    At first, the State was able to use its significant fund balance reserves to
cushion against the large imbalance between revenues and expenditures. In fiscal
year  1991, however,  a $1.4  billion tax  program was  required to  balance the
budget.
 
    For the last  three fiscal  years, the  State has  resorted to  a number  of
non-recurring  revenues  and expenditure  deferrals  to balance  its  budget. In
addition, balancing the budget was  made difficult by a  tax revolt in the  1991
elections  that resulted in a reduction of the sales tax by 1%, from 7% to 6%. A
balanced budget was  achieved by  delaying a  $1.1 billion  contribution to  the
State  employees' pension fund. This move, in addition to heavy borrowing by the
previous administration, has caused  concern that the State  bond rating may  be
adversely  affected.  Despite  certain  reservations  regarding  the  New Jersey
economy, however, S&P  recently announced that  New Jersey will  retain its  AA+
bond rating.
 
    The  fiscal 1995 ending balances were  $966 million, up from $455 originally
budgeted. The State ended fiscal year 1996 with estimated undesignated  balances
of  $873 million. The  1997 budget accommodates  the final stage  of the State's
$1.25 billion multi-year  personal income tax  cut, and includes  appropriations
totaling $15.978 billion, down $211 million or 1.3% from fiscal year 1996.
 
    Spending reductions in current and future years rely on savings from reduced
costs  of the State's employee workforce.  The State has reached agreements with
two of its unions, but  major agreements with some  of the largest unions  still
have  to be reached. Furthermore, a  1994 State Supreme Court decision regarding
the State's  system of  funding of  education required  that the  State  achieve
substantial equivalence in spending between wealthy and poor districts by fiscal
1998.
 
  NEW YORK
 
    New  York  State is  the third  most  populous state  in the  nation (behind
California and Texas) and  has a relatively high  level of personal wealth.  The
State's  economy is  diverse, with a  comparatively large share  of the nation's
finance, insurance, transportation, communications and services employment,  and
a  comparatively  small share  of the  nation's farming  and mining  activity. A
declining proportion of the State's work  force is engaged in manufacturing  and
an  increasing proportion  of its work  force is engaged  in service industries.
This transition reflects a national trend. Historically, the State has been  one
of  the wealthiest  states in  the nation. For  decades, however,  the State has
grown more slowly  than the nation  as a whole,  gradually eroding its  relative
economic affluence.
 
    A  nation-wide  recession  commenced  in  mid-1990.  The  downturn continued
throughout the State's  1990-1991 fiscal year  and was followed  by a period  of
weak  economic growth  during the  1991 and  1992 calendar  years. In  1993, the
economy grew faster than in 1992, but at a very modest rate as compared to other
recoveries. In contrast with  the strength of the  national economy in 1994  and
into  1995,  New  York's economic  recovery  weakened by  mid-1994.  The State's
delayed economic recovery is  due, in part, to  the significant retrenchment  in
the  banking  and financial  services  industries, downsizing  by  several major
corporations, cutbacks  in  defense  spending,  and an  over  supply  of  office
buildings.   The  State  currently  forecasts  an  anticipated  non-agricultural
employment growth of 0.9% for calendar 1996 and of 0.6% for calendar 1997.
 
    The State's General Fund  budgets for fiscal  years 1992-1993 and  1993-1994
produced  cash surpluses  for the  first time  since fiscal  year 1987-1988. The
1994-1995  General   Fund   budget   finished  with   an   actual   deficit   of
 
                                      B-10
<PAGE>
$241  million. The State  Comptroller's audited financial  statements for fiscal
year 1996 are expected to indicate that the State's accumulated deficit was  not
reduced  significantly  in fiscal  year 1996,  despite  the State's  ending cash
balance of $445 million.  The 1996-1997 budget is  projected to result in  $33.1
billion  in General Fund disbursements. The  budget also enacted a tax reduction
and economic incentive  program which  will reduce  receipts. These  reductions,
together  with the reduction in the State personal income tax in 1995 (scheduled
to occur over a three-year period)  and business tax reductions enacted in  1994
will  result  in  significant budget  gaps  by  the 1997-1998  fiscal  year. The
1996-1997 budget  also  relies on  $1.3  billion in  non-recurring  receipts  or
savings.  There  is  no  assurance  that the  State  will  not  face substantial
potential budget  gaps in  this or  future years  resulting from  a  significant
disparity  between tax revenues  projected from a  lower recurring receipts base
and the spending  required to  maintain State  programs at  current levels.  The
State,  in  addressing  any  potential budgetary  imbalance,  may  need  to take
significant actions  to align  recurring receipts  and disbursements  in  future
fiscal years.
 
  NORTH CAROLINA
 
    The  following  discussion regarding  the financial  condition of  the North
Carolina State government may not be  relevant to general obligation or  revenue
bonds  issued by political subdivisions of  the State. Such information, and the
following discussion regarding the  economy of the State,  are included for  the
purpose  of providing information about general  economic conditions that may or
may not affect issuers of North Carolina obligations.
 
    The economic  profile  of  North  Carolina  consists  of  a  combination  of
industry,  agriculture and  tourism. The population  of the  State increased 13%
between 1980  and 1990,  from 5,880,095  to 6,657,106  as reported  by the  1990
federal  census.  The State's  estimate of  population  as of  June 30,  1994 is
7,064,470. Although North Carolina is the tenth largest state in population,  it
is  primarily a rural state, having only five municipalities with populations in
excess of 100,000. The State, once  largely an agriculturally based economy,  is
now  a service and goods  producing economy. From 1980  to 1994, the State labor
force increased by approximately  26% (from 2,855,200  to 3,609,000) and  during
the period 1980-1993, per capita income grew from $7,999 to $18,702, an increase
of 133.8%.
 
    The  North  Carolina  State  Constitution requires  that  the  State's total
expenditures for the fiscal period covered  by each budget not exceed the  total
of  receipts during  the fiscal  period and the  surplus remaining  in the State
Treasury at the beginning of the period.
 
    In 1990 and 1991 the State had difficulty meeting its budgetary projections.
The General  Assembly responded  by  enacting new  taxes  and fees  to  generate
additional  revenue and  reduce allowable department  operating expenditures and
continuation funding.
 
    The State, like the  nation, has experienced  economic recovery since  1991.
Due  to both increased tax and fee  revenues and the previously enacted spending
reductions, the State had a budget surplus of approximately $865 million at  the
end  of  fiscal 1993-1994.  After review  of  the 1994-1995  continuation budget
adopted in 1993, the General Assembly approved spending expansion funds, in part
to restore certain employee salaries to budgeted levels, which amounts had  been
deferred  to balance the budgets in 1989-1993,  and to authorize funding for new
initiatives in economic, social and environmental programs. Because of growth in
State tax and fee revenues, the General Fund balance at the end of the 1994-1995
fiscal year  was reported  at approximately  $300  million. By  the end  of  the
1995-1996  fiscal year,  the surplus grew  to approximately $700  million, but a
portion of that was appropriated.
 
    In April 1995, the North  Carolina General Assembly repealed, effective  for
taxable  years beginning on or after January  1, 1995, the tax levied on various
forms of intangible personal property.  The intangibles tax revenues  receivable
by  counties  and  municipalities  will  no  longer  be  received.  Instead, the
legislature  has   provided  for   specific  appropriations   to  counties   and
muncipalities.
 
    The  State is involved in certain litigation; however, none of the cases, in
the reported opinion of the Department  of the Treasurer, would have a  material
adverse effect on the State's ability to meet its obligations.
 
                                      B-11
<PAGE>
    Both the nation and the State have experienced a modest economic recovery in
the  past year. It is unclear, however,  what effect these developments, as well
as the reduction in government  spending or increase in  taxes, may have on  the
value  of the  debt obligations  in the North  Carolina Series.  No clear upward
trend has  developed, and  both the  State and  the national  economies must  be
watched carefully.
 
  OHIO
 
    The  Ohio  economy,  while diversifying  more  into the  services  and other
non-manufacturing  areas,  continues   to  rely   in  part   on  durable   goods
manufacturing,  although largely  concentrated in motor  vehicles and equipment,
steel, rubber  products  and household  appliances.  As a  result,  the  general
economic  activity in Ohio,  as in other industrially  developed states, is more
cyclical than  some other  states  and the  nation  overall. Agriculture  is  an
important  segment of the State's economy. More than half of the State's land is
devoted  to  farming.  An  estimated  16%   of  total  Ohio  employment  is   in
agribusiness.
 
    The  State operates on the basis of a fiscal biennium for its appropriations
and expenditures, and  is precluded by  law from ending  its July 1  to June  30
fiscal  year or fiscal biennium in a deficit position. Most State operations are
financed through the  General Revenue Fund,  for which the  personal income  and
sales-use taxes are the major sources.
 
    The  biennium of 1992-93 presented significant challenges to State finances,
which were  successfully addressed.  To  allow time  to resolve  certain  budget
differences,  an interim appropriations act was  enacted effective July 1, 1991;
it included General Revenue  Fund debt service  and lease rental  appropriations
for the entire biennium, while continuing most other appropriations for a month.
Pursuant  to the general  appropriations act for the  entire biennium, passed on
July 11, 1991, $200 million was  transferred from the Budget Stabilization  Fund
to the General Revenue Fund in fiscal year 1992.
 
    Based  on updated results and  forecasts in the course  of fiscal year 1992,
both in light of a continuing uncertain nationwide economic situation, there was
projected, and then timely  addressed, a fiscal year  1992 imbalance in  General
Revenue  Fund resources and expenditures. In response, the Governor ordered most
State agencies to reduce General Revenue Fund spending in the last six months of
fiscal year 1992 by  a total of approximately  $184 million; the $100.4  million
Budget  Stabilization  Fund balance  and additional  amounts from  certain other
funds were transferred to the General Revenue Fund, and adjustments were made in
the timing of certain tax payments.
 
    A significant General  Revenue Fund shortfall  (approximately $520  million)
was  then  projected  for fiscal  year  1993.  It was  addressed  by appropriate
legislative and  administrative actions,  including the  Governor's ordering  of
$300 million in selected General Revenue Fund spending reductions and subsequent
executive  and legislative action (a combination of tax revisions and additional
spending reduction). The June 30, 1993 ending General Revenue Fund fund  balance
was   approximately  $111  million,  of  which,   as  a  first  step  to  Budget
Stabilization Fund  replenishment,  $21  million was  deposited  in  the  Budget
Stabilization Fund.
 
    The  1994-95 biennium presented a more affirmative financial picture for the
State. Based on June 30, 1994 balances, an additional $260 million was deposited
in the  Budget Stabilization  Fund. The  biennium  ended June  30, 1995  with  a
General  Revenue  Fund ending  fund  balance of  $928  million, of  which $535.2
million has been transferred  into the Budget Stabilization  Fund (which had  an
October 7, 1996 balance of over $828 million).
 
    The  General Revenue  Fund appropriations act  for the  1995-96 biennium was
passed on June  28, 1995  and promptly signed  (after selective  vetoes) by  the
Governor.  All  necessary General  Revenue  Fund appropriations  for  State debt
service and lease rental payments then projected for the biennium were  included
in that act. In accordance with the appropriations act, the significant June 30,
1995  General Revenue Fund balance, after leaving in the General Revenue Fund an
unreserved and undesignated balance of $70 million, was transferred to the  Bond
Stabilization  Fund and other  funds, including school  assistance funds and, in
anticipation of possible federal program changes, a human services stabilization
fund. Fiscal year 1996  proved to be  another year of  positive results for  the
General Revenue Fund with a year-end fund balance of $781 million.
 
    The incurrence or assumption of debt by the State without a popular vote is,
with   limited  exceptions,  prohibited  by  current  provisions  of  the  State
Constitution. The State  may incur debt  to cover casual  deficits, failures  in
revenues  or to meet expenses not otherwise  provided for, but limited in amount
to $750,000 plus
 
                                      B-12
<PAGE>
debt incurred to repel invasion, suppress  insurrection, or defend the State  in
war. The State is expressly precluded from assuming any local government debt or
corporation   debt,  except  for  debt  incurred  to  repel  invasion,  suppress
insurrection, or defend the State in war.
 
    Although the State's revenue obligations  or its political subdivisions  may
be payable from a specific project or source, including lease rentals, there can
be no assurance that economic difficulties and the resulting impact on State and
local  governmental  finances  will not  adversely  affect the  market  value of
municipal obligations held in the portfolio of the Ohio Series or the ability of
the respective obligors to make required payments on or leases relating to  such
obligations.
 
  PENNSYLVANIA
 
    Pennsylvania   is  an   established  state   with  a   diversified  economy.
Pennsylvania has  been  historically  identified  as  a  heavy  industry  state,
although  that reputation has  changed over the  last thirty years  as the coal,
steel  and  railroad  industries   declined  and  the  Commonwealth's   business
environment  readjusted  to reflect  a  more diversified  industrial  base. This
economic readjustment  was  a  direct  result of  a  long-term  shift  in  jobs,
investment  and workers away  from the northeast part  of the nation. Currently,
the major sources  of growth in  Pennsylvania are in  the service sector,  which
includes   trade,  medical,   and  health  services,   education  and  financial
institutions.
 
    For the five year period fiscal 1991 through fiscal 1995, total revenues and
other sources rose at  a 9.1% average annual  rate while expenditures and  other
uses  grew by 7.4% annually.  Over two-thirds of the  increase in total revenues
and other sources  during this period  occurred during fiscal  1992 when a  $2.7
billion  tax increase was enacted to address a fiscal 1991 budget deficit and to
fund increased expenditures  for fiscal 1992.  For the four  year period  fiscal
1992  through  fiscal 1995,  total revenues  and other  sources increased  at an
annual average of 3.3%,  less than one-half  the rate of  increase for the  five
year  period beginning with fiscal 1991. This  slower rate of growth was due, in
part, to tax reductions and other  tax law revisions that restrained the  growth
of tax receipts for the fiscal years 1993, 1994 and 1995.
 
    Expenditures and other uses followed a pattern similar to that for revenues,
although  with smaller growth rates, during  the fiscal years 1991 through 1995.
Program areas having  the largest increase  in costs for  the fiscal years  1991
through 1995 were for protection of persons and property, due to an expansion of
state  prisons,  and for  public health  and welfare,  due to  rising caseloads,
program utilization and increased process. Recent efforts to restrain the  rapid
expansion   of  public  health  and  welfare  program  costs  have  resulted  in
expenditure increases  at  or  below  the  total  rate  of  increase  for  total
expenditures in each fiscal year.
 
    The  General  Fund,  the  Commonwealth's  largest  fund,  receives  all  tax
receipts, revenues, federal grants and reimbursements that are not specified  by
law  to be deposited elsewhere. The General Fund is the principal operating fund
for the majority of the Commonwealth's governmental activities. Debt service  on
all  obligations, except those issued for highway purposes or for the benefit of
other special revenue funds, is payable from the General Fund.
 
    Fiscal 1995 was the fourth consecutive fiscal year the Commonwealth reported
an increase  in the  fiscal  year-end unappropriated  balance. The  fiscal  1995
unappropriated  surplus (prior to reserves for transfer to the Tax Stabilization
Reserve Fund) was $540  million, an increase of  $204.2 million over the  fiscal
1994  unappropriated surplus  (prior to  transfers). Commonwealth  revenues were
$459.4 million (2.9%) above the estimate of revenues used at the time the budget
was enacted. The  higher than estimated  revenues from tax  sources were due  to
faster economic growth in the national and state economy than had been projected
when  the budget was adopted. Expenditures from Commonwealth revenues (excluding
pooled  financing  expenditures),  including   $65.5  million  of   supplemental
appropriations  enacted at  the close of  the 1995 fiscal  year, totaled $15,674
million, representing an increase of 5% over spending during fiscal 1994.
 
    For GAAP purposes,  the General Fund  recorded a $49.8  million deficit  for
fiscal  1995, leading to a decline in the fund balance to $688.3 million at June
30, 1995. The two  items which predominantly contributed  to the decline in  the
fund  balance were (i) the use of  a more comprehensive procedure to compute the
liabilities for certain public welfare programs, leading to an increase for  the
year-end  accruals,  and  (ii) a  change  to  the methodology  to  calculate the
year-end accrual  for corporate  tax  payables which  increased the  tax  refund
liability  by $72 million for the 1995 fiscal year when compared to the previous
fiscal year.
 
                                      B-13
<PAGE>
    The fiscal  1996  unappropriated  surplus  (prior to  transfer  to  the  Tax
Stabilization  Reserve Fund) was  $183.8 million, $65.5  million above estimate.
Net expenditures  and encumbrances  from Commonwealth  revenues, including  $113
million   of  supplemental   appropriations  (but   excluding  pooled  financing
expenditures)  totalled  $16,162.9  million.  Expenditures  exceeded   available
revenues  and lapses by $253.2 million. The difference was funded from a planned
partial  drawdown  of   the  $437   million  fiscal   year  adjusted   beginning
unappropriated surplus.
 
    Commonwealth  revenues (prior to  tax refunds) for  fiscal 1996 increased by
$113.9 million over the prior year  to $16,338.5 million (representing a  growth
rate of .7 percent). Tax rate reductions and other tax law changes substantially
reduced  the  amount and  rate  of revenue  growth for  the  fiscal year.  It is
estimated the  tax changes  enacted  for the  fiscal year  reduced  Commonwealth
revenues by $283.4 million.
 
    The  enacted fiscal 1997 budget  provides for expenditures from Commonwealth
revenues of  $16,375.8 million,  an  increase of  .6 percent  over  appropriated
amounts  from Commonwealth revenues  for fiscal 1996. The  fiscal 1997 budget is
based  on  anticipated  Commonwealth  revenues  (before  refunds)  of  $16,744.5
million,  an  increase over  actual  fiscal 1996  revenues  of 2.5  percent. The
revenue estimate includes provision for a $15 million tax credit program enacted
with the  fiscal  1997  budget  for  businesses  creating  new  jobs.  Staggered
corporation tax years will cause fiscal 1997 revenues to continue to be affected
by  the business  tax reductions enacted  during the two  prior completed fiscal
years. Those reductions, together with the  new jobs creation tax credit,  cause
revenue  growth comparisons between fiscal 1996 and 1997 to be understated. When
these tax changes are taken into account, revenues in the fiscal 1997 budget are
anticipated to  increase at  the rate  of  3 percent.  The fiscal  1997  revenue
estimate  is based on a forecast of the national economy for real gross domestic
product to slow to a growth rate of 2 percent for 1996 and below 1.5 percent for
1997. This is based on  the assumption that the  Federal Reserve Board does  not
cut  interest rates and that foreign economic growth is weak. The consequence of
this economic scenario is  a U.S. economy  with very low  growth, slow gains  in
consumer spending, declining inflation rates, but increasing unemployment.
 
    Increased authorized spending for fiscal 1997 is driven largely by increased
costs  of the  corrections and probation  and payroll programs.  The fiscal 1997
budget contains an appropriation  increase in excess of  $110 million for  these
programs. The fiscal 1997 budget also contains some departmental restructurings.
 
    The current Constitutional provisions pertaining to Commonwealth debt permit
the  issuance of the following types of  debt: (i) debt to suppress insurrection
or rehabilitate areas affected by disaster, (ii) electorate approved debt, (iii)
debt for capital projects subject to an  aggregate debt limit of 1.75 times  the
annual  average tax  revenue of  the preceding  five fiscal  years and  (iv) tax
anticipation notes payable in the fiscal  year of issuance. All debt except  tax
anticipation  notes must be amortized in  substantial and regular amounts. As of
June 30, 1996, the Commonwealth had $5,054.5 million of general obligation  debt
outstanding.
 
    There  is various litigation pending  against the Commonwealth, its officers
and employees.  An  adverse  decision  in  one or  more  of  these  cases  could
materially affect the Commonwealth's governmental operations.
 
ADDITIONAL ISSUERS
 
  GUAM
 
    Guam  is governed  under the  Organic Act  of Guam  of 1950,  which gave the
island statutory local power of self-government and made the inhabitants of Guam
citizens of the United States.
 
    The economy  of Guam  is based,  in large  part, upon  the significant  U.S.
military  presence on the island. The federal government is the largest employer
on the island:  in 1991, there  were 10,757 active  duty military personnel  and
approximately  7,762 civilian  personnel. Military spending  makes a significant
contribution to  Guam's  economy,  exceeding  $587 million  in  1991.  The  U.S.
military presence on Guam has increased recently due to the closure of Subic Bay
Naval  Base and Clark Air  Force Base in the  Philippines. The United States Air
Force headquarters has also relocated to Guam from Clark Air Force Base.
 
    Tourism also plays  a major  role in Guam's  economy. Over  the past  twenty
years,  the tourist industry has grown rapidly, creating a construction boom for
new hotels and the expansion of  older hotels. With visitors coming mainly  from
Japan, tourist arrivals rose by more than 16% annually between 1985 and 1990. In
1992,
 
                                      B-14
<PAGE>
there  were  approximately 900,000  tourists. Nevertheless,  recent earthquakes,
typhoons and the economic slowdown in  Japan have had adverse effects on  Guam's
economy. Furthermore, in 1994, Guam was faced with the problem of offsetting the
impact  of military downsizing.  Guam's economy is  also based on  the export of
fish and handicrafts. Approximately 60% of the labor force works for the private
sector, and the remaining 40% (approximately) work for the government. Guam is a
duty-free port  and  an important  distribution  point for  goods  destined  for
Micronesia. Unemployment, which has been historically low, was 2% in 1992.
 
  PUERTO RICO
 
    Puerto Rico enjoys a Commonwealth status with the U.S. as a result of Public
Law  600, enacted by the  U.S. Congress in 1950 and  affirmed by a referendum in
1952. Residents of Puerto Rico are U.S. citizens.
 
    Since World  War  II,  Puerto  Rico has  undergone  a  social  and  economic
transformation. Puerto Rico, which was at one time a poor, agrarian economy with
a  densely populated  environment, is  now a  urbanized society  with an economy
based on manufacturing  and services. Despite  its long-term economic  progress,
unemployment  and poverty continue to be significant problems. The island's 1994
unemployment rate of 16% was more than double the corresponding U.S. figure, and
income data for the island compare unfavorably  with even the poorest of the  50
states.
 
    Financial operations of recent years have reflected general economic trends,
with fiscal improvements registered during good economic times and deterioration
during  slowdown.  In the  mid-1980s, economic  recovery  and stable  oil prices
helped the Commonwealth to reduce the General Fund's accumulated deficit. Later,
as  economic   slowdown  placed   financial  operations   under  pressure,   the
Commonwealth   sought   budgetary  balance,   but   with  regular   reliance  on
non-recurring measures. The General Fund closed  in a negative cash position  in
fiscal  years  1992  and 1993.  The  Commonwealth  had projected  only  a modest
improvement in the General Fund's negative ending position for fiscal year 1994,
even after the announcement in February 1994  of a $211 million increase in  the
revenue estimate.
 
    In  fiscal year 1995, year-to-date General  Fund reserve growth has exceeded
expectations. Original budget projections called for revenue growth of 4.6% over
fiscal year  1994 to  $4,878 million.  Revenue  growth in  fiscal year  1995  is
primarily  driven by  individual income tax  receipts, as a  result of continued
evasion control  measures  and  increased  excise  taxes,  reflecting  continued
economic growth.
 
    In  1993, Congress passed legislation  which restricts corporations' ability
to take advantage of Section 936  credits. Despite these changes, Puerto  Rico's
economy  has continued to grow. In fiscal  year 1994 its real gross product rose
2.6% and in fiscal year 1995 it rose 3.3%. The number of jobs Puerto Ricans hold
has also increased, by 1.8% in fiscal year  1994 and 2.1% in 1995. In 1993,  the
Senate  approved NAFTA, which poses a new  challenge to the Puerto Rican economy
by increasing competition from certain areas with Mexico.
 
  UNITED STATES VIRGIN ISLANDS
 
    The Virgin Islands, comprised of St. Thomas, St. Croix and St. John, form an
unincorporated territory of the United States. The residents of the islands were
granted a measure of self-government by the Organic Act, as revised in 1954.
 
    The Virgin Islands are  heavily dependent on links  with the U.S.  mainland.
More  than 90% of the trade is conducted with Puerto Rico and the United States.
Tourism is the  predominant source  of employment  and income  for the  Islands.
Specifically,  the visiting cruise ship business and the advantages of duty-free
purchases are attractive to  American visitors. Although  tourism in the  Virgin
Islands  declined in 1992, in 1993 occupancy rates at hotels and on cruise ships
increased, with 18% more American tourists and 30% more European tourists.
 
    The Territorial Government  also plays a  vital role in  the economy of  the
Virgin  Islands. Since governmental services must  be provided on three separate
islands, the duplication of effort results in an unusually large public  sector.
In  1993,  26.8%  of  total  employment  resulted  from  Territorial  Government
employment.  The  manufacturing  sector   consists  of  textiles,   electronics,
pharmaceuticals, and watch assembly plants. International business and financial
services  are  a  small but  growing  component  of the  economy.  The  level of
unemployment has been consistently low, but rose to 3.1% in May 1993.
 
                                      B-15
<PAGE>
FLOATING RATE AND VARIABLE RATE SECURITIES
 
    Each  series may  invest more  than 5%  of its  assets in  floating rate and
variable rate  securities, including  participation interests  therein and  (for
series   other  than  money  market  series)  inverse  floaters.  Floating  rate
securities normally  have  a  rate  of  interest which  is  set  as  a  specific
percentage  of a  designated base rate,  such as  the rate on  Treasury Bonds or
Bills or  the prime  rate  at a  major commercial  bank.  The interest  rate  on
floating  rate securities changes  whenever there is a  change in the designated
base interest rate.  Variable rate  securities provide for  a specific  periodic
adjustment  in the interest rate based  on prevailing market rates and generally
would allow the series to  demand payment of the  obligation on short notice  at
par  plus accrued interest, which amount may be more or less than the amount the
series paid for them. An inverse floater is a debt instrument with a floating or
variable interest rate that moves in the opposite direction of the interest rate
on another security or the  value of an index. Changes  in the interest rate  on
the  other security or interest inversely affect the residual interest rate paid
on the inverse floater, with the result that the inverse floater's price will be
considerably more  volatile than  that of  a  fixed rate  bond. The  market  for
inverse floaters is relatively new.
 
    Each   series  may  invest  in  participation  interests  in  variable  rate
tax-exempt securities (such  as certain  IDBs) owned by  banks. A  participation
interest  gives the series  an undivided interest in  the tax-exempt security in
the proportion  that  the series'  participation  interest bears  to  the  total
principal  amount of  the tax-exempt  security and  generally provides  that the
holder may demand repurchase within  one to seven days. Participation  interests
frequently  are backed by an irrevocable letter of credit or guarantee of a bank
that the investment adviser under the supervision of the Trustees has determined
meets the prescribed quality  standards for the series.  A series generally  has
the  right to sell  the instrument back  to the bank  and draw on  the letter of
credit on demand,  on seven days'  notice, for all  or any part  of the  series'
participation interest in the par value of the tax-exempt security, plus accrued
interest.  Each series intends to exercise the demand under the letter of credit
only (1) upon  a default  under the  terms of  the documents  of the  tax-exempt
security, (2) as needed to provide liquidity in order to meet redemptions or (3)
to maintain a high quality investment portfolio. Banks will retain a service and
letter  of credit fee and a fee  for issuing repurchase commitments in an amount
equal to  the excess  of  the interest  paid by  the  issuer on  the  tax-exempt
securities  over the  negotiated yield at  which the  instruments were purchased
from the bank  by a  series. The investment  adviser will  monitor the  pricing,
quality  and  liquidity of  the variable  rate demand  instruments held  by each
series, including the IDBs supported by bank letters of credit or guarantees, on
the basis of  published financial  information, reports of  rating agencies  and
other  bank analytical services  to which the  investment adviser may subscribe.
Participation interests will be  purchased only if, in  the opinion of  counsel,
interest  income  on  such  interests will  be  tax-exempt  when  distributed as
dividends to shareholders.
 
PUT OPTIONS
 
    Each series may acquire  put options (puts) giving  the series the right  to
sell securities held in the series' portfolio at a specified exercise price on a
specified  date. Such  puts may  be acquired for  the purpose  of protecting the
series from a possible decline  in the market value  of the securities to  which
the  put applies in the event of interest  rate fluctuations and, in the case of
liquidity puts, to shorten  the effective maturity  of the underlying  security.
The  aggregate value  of the  premiums paid  to acquire  puts held  in a series'
portfolio (other than liquidity puts) may not exceed 10% of the net asset  value
of  such series. The acquisition of a put  may involve an additional cost to the
series by payment  of a premium  for the put,  by payment of  a higher  purchase
price  for securities to which the put  is attached or through a lower effective
interest rate.
 
    In addition, there is a credit risk associated with the purchase of puts  in
that  the issuer of the put may be unable to meet its obligation to purchase the
underlying security. Accordingly, the  series will acquire  puts only under  the
following  circumstances: (1) the put is written by the issuer of the underlying
security and such security is rated within the four highest quality grades  (two
highest  grades for the money  market series) as determined  by an NRSRO; or (2)
the put is written by a person other than the issuer of the underlying  security
and  such person has securities outstanding which are rated within such four (or
two for the money market series) highest quality grade of such rating  services;
or  (3) the put is  backed by a letter of  credit or similar financial guarantee
issued by a person having securities outstanding which are rated within the  two
highest quality grades of an NRSRO.
 
                                      B-16
<PAGE>
    One  form of transaction involving liquidity  puts consists of an underlying
fixed rate municipal bond  that is subject  to a third  party demand feature  or
"tender  option". The holder of  the bond would pay a  "tender fee" to the third
party tender option provider, the amount of which would be periodically adjusted
so that the bond/ tender option combination would reasonably be expected to have
a market value  that approximates the  par value of  the bond. This  bond/tender
option  combination  would  therefore  be  functionally  equivalent  to ordinary
variable or floating rate obligations and the Fund may purchase such obligations
subject  to  certain  conditions  specified  by  the  Securities  and   Exchange
Commission (SEC).
 
FINANCIAL FUTURES CONTRACTS AND OPTIONS THEREON
 
    FUTURES  CONTRACTS.   Each series (except  for the money  market series) may
engage in  transactions  in  financial  futures contracts  as  a  hedge  against
interest  rate related fluctuations in the value of securities which are held in
the investment portfolio  or which the  series intends to  purchase. A  clearing
corporation associated with the commodities exchange on which a futures contract
trades  assumes responsibility for the completion of transactions and guarantees
that open  futures contracts  will  be closed.  Although interest  rate  futures
contracts  call for  actual delivery or  acceptance of debt  securities, in most
cases the contracts are closed out before the settlement date without the making
or taking of delivery.
 
    When the futures contract is entered into, each party deposits with a broker
or in a segregated  custodial account approximately 5%  of the contract  amount,
called  the "initial margin". Subsequent payments to and from the broker, called
"variation margin", will be made on a daily basis as the price of the underlying
security or index fluctuates, making the long and short positions in the futures
contracts more or less valuable, a process known as "marking to the market."
 
    When a series purchases  a futures contract, it  will maintain an amount  of
cash,   U.S.  Government   obligations,  equity  securities   or  other  liquid,
unencumbered assets, marked-to-market  daily, in a  segregated account with  the
Fund's  Custodian, so that the  amount so segregated plus  the amount of initial
and variation margin held in the account  of its broker equals the market  value
of  the futures contract, thereby ensuring that the use of such futures contract
is unleveraged.  A series  that has  sold a  futures contract  may "cover"  that
position by owning the instruments underlying the futures contract or by holding
a call option on such futures contract. A series will not sell futures contracts
if  the value of  such futures contracts  exceeds the total  market value of the
securities of the  series. It is  not anticipated that  transactions in  futures
contracts will have the effect of increasing portfolio turnover.
 
    OPTIONS  ON FINANCIAL  FUTURES.   Each series  (other than  the money market
series) may purchase  call options  and write put  and call  options on  futures
contracts  and enter into  closing transactions with respect  to such options to
terminate an  existing position.  Each series  will use  options on  futures  in
connection with hedging strategies.
 
    An option on a futures contract gives the purchaser the right, in return for
the premium paid, 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 period of the option. Upon exercise of the
option,  the delivery of the futures position by the writer of the option to the
holder of the option will be accompanied by delivery of the accumulated  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. If an option is exercised on the last trading day prior to
the  expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the closing
price of the futures contract on the expiration date. Currently, options can  be
purchased  or written with respect to  futures contracts on U.S. Treasury Bonds,
among other  fixed-income  securities, and  on  municipal bond  indices  on  the
Chicago Board of Trade. As with options on debt securities, the holder or writer
of  an option  may terminate  his or  her position  by selling  or purchasing an
option of the same series. There  is no guaranty that such closing  transactions
can be effected.
 
    When  a series hedges its portfolio by purchasing a put option, or writing a
call option, on a futures  contract, it will own a  long futures position or  an
amount  of debt  securities corresponding  to the  open option  position. When a
series writes a put option on a futures contract, it may, rather than  establish
a segregated
 
                                      B-17
<PAGE>
account,  sell  the futures  contract underlying  the put  option or  purchase a
similar put option. In instances  involving the purchase of  a call option on  a
futures  contract,  the series  will deposit  in a  segregated account  with the
Fund's  Custodian  an  amount  in  cash,  U.S.  government  obligations,  equity
securities   or  other  liquid,   unencumbered  assets,  marked-to-market  daily
high-grade  debt  securities  equal  to  the  market  value  of  the  obligation
underlying  the  futures  contract, less  any  amount  held in  the  initial and
variation margin accounts.
 
    LIMITATIONS ON  PURCHASE  AND SALE.    Under regulations  of  the  Commodity
Exchange  Act, investment companies registered  under the Investment Company Act
are exempted  from  the definition  of  "commodity pool  operator,"  subject  to
compliance  with certain conditions. The exemption is conditioned upon a series'
purchasing and selling financial futures contracts and options thereon for  BONA
FIDE  hedging transactions, except  that a series may  purchase and sell futures
contracts and  options thereon  for any  other purpose  to the  extent that  the
aggregate initial margin and option premiums do not exceed 5% of the liquidation
value  of the series' total assets. Each  series will use financial futures in a
manner consistent  with  these  requirements. With  respect  to  long  positions
assumed  by a  series, the  series will segregate  with the  Fund's Custodian an
amount of cash, U.S. Government  securities, equity securities or other  liquid,
unencumbered  assets, marked-to-market  daily so  that the  amount so segregated
plus the amount  of initial  and variation  margin held  in the  account of  its
broker equals the market value of the futures contracts and thereby insures that
the use of futures contracts is unleveraged. Each series will continue to invest
at  least 80%  of its  total assets in  municipal obligations  except in certain
circumstances,  as   described   in  its   Prospectus   under  "How   the   Fund
Invests--Investment Objective and Policies." A series may not enter into futures
contracts  if, immediately thereafter, the sum of  the amount of initial and net
cumulative variation  margin  on  outstanding futures  contracts  together  with
premiums  paid on options thereon,  would exceed 20% of  the total assets of the
series.
 
    RISKS OF FINANCIAL FUTURES TRANSACTIONS.  In addition to the risk associated
with predicting movements in the direction of interest rates, discussed in  "How
the  Fund  Invests--Investment Objective  and  Policies-- Futures  Contracts and
Options Thereon" in each series' Prospectus,  there are a number of other  risks
associated with the use of financial futures for hedging purposes.
 
    Each series intends to purchase and sell futures contracts only on exchanges
where  there  appears to  be  a market  in  the futures  sufficiently  active to
accommodate the volume of its trading activity. There can be no assurance that a
liquid market will always  exist for any particular  contract at any  particular
time.  Accordingly, there can be no assurance that it will always be possible to
close a futures  position when such  closing is  desired; and, in  the event  of
adverse  price movements, the series would continue to be required to make daily
cash payments of variation margin. However, if futures contracts have been  sold
to  hedge  portfolio securities,  these securities  will not  be sold  until the
offsetting futures contracts can be  purchased. Similarly, if futures have  been
bought  to hedge  anticipated securities  purchases, the  purchases will  not be
executed until the offsetting futures contracts can be sold.
 
    The hours of trading of interest rate  futures may not conform to the  hours
during  which the series may trade municipal  securities. To the extent that the
futures markets close before the municipal securities market, significant  price
and  rate  movements can  take place  that  cannot be  reflected in  the futures
markets on a day-to-day basis.
 
    RISKS OF TRANSACTIONS IN OPTIONS ON  FINANCIAL FUTURES.  In addition to  the
risks  which apply to all options  transactions, there are several special risks
relating to options on futures. The ability to establish and close out positions
on such options will be subject to the maintenance of a liquid secondary market.
Compared to  the sale  of financial  futures,  the purchase  of put  options  on
financial  futures involves less potential risk  to a series because the maximum
amount at risk  is the premium  paid for the  options (plus transaction  costs).
However,  there may  be circumstances  when the  purchase of  a put  option on a
financial future would result in a loss to a series when the sale of a financial
future would  not, such  as when  there  is no  movement in  the price  of  debt
securities.
 
    An  option position may be  closed out only on  an exchange which provides a
secondary market for an option of  the same series. Although a series  generally
will  purchase  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
 
                                      B-18
<PAGE>
may  exist.  In  such  event,  it  might  not  be  possible  to  effect  closing
transactions  in particular options, with the result that a series would have to
exercise its options in order to realize any profit and would incur  transaction
costs  upon the sale  of underlying securities  pursuant to the  exercise of put
options.
 
    Reasons for the absence of a liquid secondary market on an 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 or underlying securities, (iv)  unusual or unforeseen circumstances  may
interrupt  normal operations on  an exchange, (v) the  facilities of an exchange
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
that class or  series of  options) would  cease to  exist, although  outstanding
options  on that  exchange could 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  clearing  facilities
inadequate,  and thereby  result in  the institution  by an  exchange of special
procedures which may interfere with the timely execution of customers' orders.
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
 
    Each series may purchase tax-exempt  securities on a when-issued or  delayed
delivery  basis, in which  case delivery and payment  normally take place within
one month after the date of  the commitment to purchase. The payment  obligation
and  the interest rate  that will be  received on the  tax-exempt securities are
each fixed at the time the buyer enters into the commitment. The purchase  price
for  the security includes  interest accrued during  the period between purchase
and settlement and, therefore,  no interest accrues to  the economic benefit  of
the  series until delivery and  payment take place. Although  a series will only
purchase a tax-exempt security on a  when-issued or delayed delivery basis  with
the  intention of actually  acquiring the securities, the  series may sell these
securities before the settlement date if it is deemed advisable.
 
    Tax-exempt securities purchased on a  when-issued or delayed delivery  basis
are subject to changes in market value based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of
interest  rates (which will generally result  in similar changes in value, I.E.,
experiencing both appreciation when interest rates decline and depreciation when
interest  rates  rise).  Therefore,  to   the  extent  that  a  series   remains
substantially  fully invested at the same  time that it has purchased securities
on a when-issued  or delayed  delivery basis, the  market value  of the  series'
assets  will vary  to a greater  extent than otherwise.  Purchasing a tax-exempt
security on a when-issued or delayed delivery basis can involve a risk that  the
yields  available in the market when the delivery takes place may be higher than
those obtained on the security so purchased.
 
    A segregated  account of  each series  consisting of  cash, U.S.  Government
obligations, equity securities or other liquid, unencumbered assets equal to the
amount  of the when-issued and delayed  delivery commitments will be established
with the Fund's Custodian  and marked to market  daily, with additional cash  or
other assets added when necessary. When the time comes to pay for when-issued or
delayed  delivery securities, the series  will meet their respective obligations
from then available cash  flow, sale of securities  held in a separate  account,
sale  of other securities or, although they  would not normally expect to do so,
from the sale of the when-issued  securities themselves (which may have a  value
greater or less than the series' payment obligations). The sale of securities to
meet such obligations carries with it a greater potential for the realization of
capital  gain,  which is  not exempt  from  state or  federal income  taxes. See
"Distributions and Tax Information."
 
    Each series (other than the money market series) may also purchase municipal
forward contracts. A municipal forward contract is a municipal security which is
purchased on a  when-issued basis with  delivery taking place  up to five  years
from  the date of purchase. No interest will accrue on the security prior to the
delivery date. The investment adviser will monitor the liquidity, value,  credit
quality  and delivery of the security under the supervision of the Trustees. The
Fund has obtained a ruling from Florida authorities that such municipal  forward
contracts qualify as assets exempt from the Florida intangibles tax.
 
                                      B-19
<PAGE>
PORTFOLIO TURNOVER
 
    Portfolio  transactions  will  be  undertaken  principally  to  accomplish a
series' objective in relation to anticipated  movements in the general level  of
interest  rates but  a series may  also engage in  short-term trading consistent
with its objective. Securities may be  sold in anticipation of a market  decline
(a  rise in  interest rates) or  purchased in  anticipation of a  market rise (a
decline in interest rates) and later sold.  In addition, a security may be  sold
and  another purchased at approximately the same  time to take advantage of what
the investment adviser believes to be a temporary disparity in the normal  yield
relationship between the two securities. Yield disparities may occur for reasons
not  directly  related to  the investment  quality of  particular issues  or the
general movement  of interest  rates, due  to  such factors  as changes  in  the
overall  demand  for or  supply  of various  types  of tax-exempt  securities or
changes in the investment objectives of investors.
 
    The Fund's investment policies may lead to frequent changes in  investments,
particularly  in  periods of  rapidly fluctuating  interest  rates. A  change in
securities held by a series is known as "portfolio turnover" and may involve the
payment by the series of dealer mark-ups or underwriting commissions, and  other
transaction  costs on the sale of securities,  as well as on the reinvestment of
the proceeds in other securities. Portfolio  turnover rate for a fiscal year  is
the  ratio of the  lesser of purchases  or sales of  portfolio securities to the
monthly average of the value of portfolio securities--excluding securities whose
maturities at acquisition were  one year or less.  A series' portfolio  turnover
rate  will not be a limiting factor when  the Fund deems it desirable to sell or
purchase securities. For the  fiscal year ended August  31, 1996, the  portfolio
turnover  rate  of each  series,  other than  the  money market  series,  was as
follows:
 
<TABLE>
<CAPTION>
                                                                                 PORTFOLIO
SERIES                                                                         TURNOVER RATE
- -----------------------------------------------------------------------------  --------------
<S>                                                                            <C>
Florida......................................................................         68%
Hawaii Income................................................................         18%
Maryland.....................................................................         42%
Massachusetts................................................................         18%
Michigan.....................................................................         36%
New Jersey...................................................................         62%
New York.....................................................................         92%
North Carolina...............................................................         23%
Ohio.........................................................................         35%
Pennsylvania.................................................................         26%
</TABLE>
 
ILLIQUID SECURITIES
 
    A series may hold up to 15% (10% in the case of the money market series)  of
its  net assets  in illiquid  securities, including  repurchase agreements which
have a maturity of longer than seven days, securities with legal or  contractual
restrictions  on  resale (restricted  securities)  and securities  that  are not
readily marketable. Repurchase agreements subject to demand are deemed to have a
maturity equal  to the  notice period.  Mutual  funds do  not typically  hold  a
significant amount of 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  illiquid securities promptly or  at reasonable prices and
might thereby experience difficulty satisfying redemptions within seven days.
 
    Securities of financially  and operationally  troubled obligors  (distressed
securities)  are less liquid and are  more volatile than securities of companies
not experiencing financial difficulties. A  series might have to sell  portfolio
securities  at a disadvantageous time or at  a disadvantageous price in order to
maintain no more than 15% (or 10%) of its net assets in illiquid securities.
 
    Municipal lease obligations will not be considered illiquid for purposes  of
the  series' limitation on  illiquid securities provided  the investment adviser
determines that there  is a  readily available  market for  such securities.  In
reaching  liquidity decisions, the investment adviser will consider, INTER ALIA,
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
 
                                      B-20
<PAGE>
the security,  the  method  of  soliciting  offers  and  the  mechanics  of  the
transfer).  With respect to municipal  lease obligations, the investment adviser
also considers: (1) the willingness of the municipality to continue, annually or
biannually, to  appropriate funds  for payment  of the  lease, (2)  the  general
credit  quality of the municipality and  the essentiality to the municipality of
the property covered by the  lease, (3) in the  case of unrated municipal  lease
obligations,  an analysis  of factors  similar to  that performed  by nationally
recognized statistical rating organizations in evaluating the credit quality  of
a  municipal lease obligation, including (i) whether the lease can be cancelled,
(ii) if applicable, what assurance there  is that the assets represented by  the
lease  can be sold, (iii) the strength of the lessee's general credit (E.G., its
debt,  administrative,  economic  and   financial  characteristics),  (iv)   the
likelihood  that the municipality will discontinue appropriating funding for the
leased property  because the  property  is no  longer  deemed essential  to  the
operations   of  the  municipality   (E.G.,  the  potential   for  an  event  of
non-appropriation) and  (v)  the legal  recourse  in  the event  of  failure  to
appropriate  and (4) any other factors  unique to municipal lease obligations as
determined by the investment adviser.
 
REPURCHASE AGREEMENTS
 
    The series' repurchase agreements will be collateralized by U.S.  Government
obligations.  The  series  will  enter into  repurchase  transactions  only with
parties meeting creditworthiness standards approved by the Fund's Trustees.  The
Fund's  investment  adviser will  monitor the  creditworthiness of  such parties
under the general  supervision of the  Trustees. In  the event of  a default  or
bankruptcy  by  a  seller,  the  series  will  promptly  seek  to  liquidate the
collateral. To the  extent that the  proceeds from any  sale of such  collateral
upon  a default  in the  obligation to repurchase  are less  than the repurchase
price, the series will suffer a loss.
 
    The series participate in a  joint repurchase account with other  investment
companies  managed by Prudential Mutual Fund Management LLC (PMF) pursuant to an
order of the SEC. On a daily  basis, any uninvested cash balances of the  series
may be aggregated with those of such investment companies and invested in one or
more  repurchase  agreements. Each  fund or  series  participates in  the income
earned or  accrued  in  the  joint  account  based  on  the  percentage  of  its
investment.
 
    Except as described above and under "Investment Restrictions," the foregoing
investment  policies are not fundamental  and may be changed  by the Trustees of
the Fund without the vote of a majority of its outstanding voting securities (as
defined above).
 
                            INVESTMENT RESTRICTIONS
 
    The following restrictions  are fundamental  policies. Fundamental  policies
are  those which  cannot be  changed without  the approval  of the  holders of a
majority of the outstanding  voting securities of a  series. A "majority of  the
outstanding  voting  securities" of  a series,  when used  in this  Statement of
Additional Information,  means  the lesser  of  (i)  67% of  the  voting  shares
represented at a meeting at which more than 50% of the outstanding voting shares
are  present in  person or  represented by proxy  or (ii)  more than  50% of the
outstanding voting shares.
 
    The Fund may not:
 
        1.   Purchase  securities  on  margin, but  the  Fund  may  obtain  such
    short-term  credits as may  be necessary for  the clearance of transactions.
    For the purpose  of this  restriction, the deposit  or payment  by the  Fund
    (except   with  respect  to   the  Connecticut  Money   Market  Series,  the
    Massachusetts Money Market Series, the New York Money Market Series and  the
    New  Jersey  Money  Market  Series)  of  initial  or  maintenance  margin in
    connection with futures  contracts or  related options  transactions is  not
    considered the purchase of a security on margin.
 
        2.  Make short sales of securities or maintain a short position.
 
        3.   Issue senior securities, borrow  money or pledge its assets, except
    that the Fund may on behalf of a series borrow up to 33 1/3% of the value of
    its  total  assets  (calculated  when  the  loan  is  made)  for  temporary,
    extraordinary  or emergency purposes  or for the  clearance of transactions.
    The Fund on behalf of a series may pledge up to 33 1/3% of the value of  its
    total assets to secure such borrowings. A series will not purchase portfolio
    securities  if its borrowings exceed 5% of  the assets. For purposes of this
    restriction, the preference
 
                                      B-21
<PAGE>
    as to shares of a series in  liquidation and as to dividends over all  other
    series  of the  Fund with respect  to assets specifically  allocated to that
    series, the  purchase and  sale of  futures contracts  and related  options,
    collateral  arrangements with respect  to margin for  futures contracts, the
    writing of related  options (except  with respect to  the Connecticut  Money
    Market  Series, the  Massachusetts Money Market  Series, the  New York Money
    Market Series and the New Jersey Money Market Series) and obligations of the
    Fund to Trustees  pursuant to  deferred compensation  arrangements, are  not
    deemed to be a pledge of assets or the issuance of a senior security.
 
        4.   Purchase  any security  if as a  result, with  respect to  75% of a
    series' total assets (except  with respect to  the Connecticut Money  Market
    Series,  the  Florida Series,  the Hawaii  Income Series,  the Massachusetts
    Money Market Series,  the New Jersey  Money Market Series  and the New  York
    Income  Series), more  than 5% of  the total  assets of any  series would be
    invested in the securities of any one issuer (provided that this restriction
    shall not apply  to obligations  issued or  guaranteed as  to principal  and
    interest    either   by   the   U.S.   Government   or   its   agencies   or
    instrumentalities).
 
        5.  Buy or  sell commodities or commodity  contracts, or real estate  or
    interests  in  real  estate, although  it  may purchase  and  sell financial
    futures  contracts  and  related  options   (except  with  respect  to   the
    Connecticut  Money Market Series, the Massachusetts Money Market Series, the
    New York  Money Market  Series  and the  New  Jersey Money  Market  Series),
    securities  which are  secured by  real estate  and securities  of companies
    which invest or deal in real estate.
 
        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.
 
        7.   Invest  in interests  in oil, gas  or other  mineral exploration or
    development programs.
 
        8.  Make loans, except through repurchase agreements.
 
    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  or  net  asset values  will  not  be
considered  a violation of  such policy. However,  in the event  that the Fund's
asset coverage for borrowings falls below 300%, the Fund will take prompt action
to reduce its borrowings, as required by applicable law.
 
                                      B-22
<PAGE>
                             TRUSTEES AND OFFICERS
 
<TABLE>
<CAPTION>
                                                                     PRINCIPAL OCCUPATION
       NAME, ADDRESS AND AGE         POSITION WITH FUND               DURING PAST 5 YEARS
- -----------------------------------  ------------------  ---------------------------------------------
<S>                                  <C>                 <C>
 Edward D. Beach(71)...............    Trustee           President and Director of  BMC Fund, Inc.,  a
 c/o Prudential Mutual Fund                              closed-end  investment  company;  previously,
 Management LLC                                            Vice   Chairman   of   Broyhill   Furniture
 Gateway Center Three                                      Industries, Inc.; Certified Public
 Newark, NJ                                                Accountant;   Secretary  and  Treasurer  of
                                                           Broyhill Family Foundation, Inc.; Member of
                                                           the Board of Trustees of Mars Hill College;
                                                           President, Treasurer  and Director  of  The
                                                           High   Yield  Plus  Fund,  Inc.  and  First
                                                           Financial   Fund,   Inc.;   President   and
                                                           Director of Global Utility Fund, Inc.
 
 Eugene C. Dorsey(69)..............    Trustee           Retired  President,  Chief  Executive Officer
 c/o Prudential Mutual Fund                              and Trustee  of the  Gannett Foundation  (now
 Management LLC                                            Freedom  Forum);  former Publisher  of four
 Gateway Center Three                                      Gannett newspapers  and Vice  President  of
 Newark, NJ                                                Gannett    Company;   past    Chairman   of
                                                           Independent Sector  (national coalition  of
                                                           philanthropic organizations); former
                                                           Chairman  of the  American Council  for the
                                                           Arts; Director  of  the Advisory  Board  of
                                                           Chase  Manhattan Bank of  Rochester and The
                                                           High Yield Income Fund, Inc.
 
 Delayne Dedrick Gold(58)..........    Trustee           Marketing and Management Consultant.
 c/o Prudential Mutual Fund
 Management LCC
 Gateway Center Three
 Newark, NJ
 
*Robert F. Gunia(49)...............    Trustee           Chief Administrative Officer (July
 Gateway Center Three                                    1990-September   1996),   Director   (January
 Newark, NJ                                                1989-September    1996),   Executive   Vice
                                                           President, Treasurer  and  Chief  Financial
                                                           Officer   (June  1987-September   1996)  of
                                                           Prudential Mutual  Fund  Management,  Inc.;
                                                           Comptroller   of   Prudential   Investments
                                                           (since May  1996);  Senior  Vice  President
                                                           (since March 1987) of Prudential Securities
                                                           Incorporated  (Prudential Securities); Vice
                                                           President and Director of The Asia  Pacific
                                                           Fund, Inc. (since May 1989).
 
*Harry A. Jacobs, Jr.(75)..........    Trustee           Senior   Director  (since  January  1986)  of
 One New York Plaza                                      Prudential   Securities;   formerly   Interim
 New York, NY                                              Chairman  and  Chief  Executive  Officer of
                                                           Prudential  Mutual  Fund  Management,  Inc.
                                                           (June-September 1993); formerly Chairman of
                                                           the    Board   of   Prudential   Securities
                                                           (1982-1985) and Chairman  of the Board  and
                                                           Chief Executive Officer of Bache Group Inc.
                                                           (1977-1982);  Director  of  the  Center for
                                                           National Policy, The First Australia  Fund,
                                                           Inc.  and The First  Australia Prime Income
                                                           Fund,  Inc.;   Trustee   of   the   Trudeau
                                                           Institute.
</TABLE>
 
- --------------
*"Interested"  Trustee, as defined  in the Investment Company  Act, by reason of
 his affiliation with The Prudential  Insurance Company of America  (Prudential)
 or Prudential Securities.
 
                                      B-23
<PAGE>
 
<TABLE>
<CAPTION>
                                                                     PRINCIPAL OCCUPATION
       NAME, ADDRESS AND AGE         POSITION WITH FUND               DURING PAST 5 YEARS
- -----------------------------------  ------------------  ---------------------------------------------
<S>                                  <C>                 <C>
 Donald D. Lennox(77)..............    Trustee           Chairman  (since February  1990) and Director
 c/o Prudential Mutual Fund                              (since April 1989)  of International  Imaging
 Management LLC                                            Materials,  Inc.;  Retired  Chairman, Chief
 Gateway Center Three                                      Executive Officer and  Director of  Shlegel
 Newark, NJ                                                Corporation (industrial
                                                           manufacturing)(March  1987-February  1989);
                                                           Director of  Gleason Corporation,  Personal
                                                           Sound Technologies, Inc. and The High Yield
                                                           Income Fund, Inc.
*Mendel A. Melzer(35)..............    Trustee           Chief Investment Officer (since October 1996)
 751 Broad Street                                        of  Prudential  Mutual Funds;  formerly Chief
 Newark, NJ                                                Financial Officer of Prudential Investments
                                                           (November 1995-September 1996), Senior Vice
                                                           President and  Chief Financial  Officer  of
                                                           Prudential   Preferred  Financial  Services
                                                           (April   1993-November   1995),    Managing
                                                           Director  of Prudential Investment Advisors
                                                           (April 1991-April  1993)  and  Senior  Vice
                                                           President of Prudential Capital Corporation
                                                           (July 1989-April 1991).
 Thomas T. Mooney(54)..............    Trustee           President  of  the  Greater  Rochester  Metro
 c/o Prudential Mutual Fund                              Chamber of Commerce; formerly Rochester  City
 Management LLC                                            Manager; Trustee of Center for Governmental
 Gateway Center Three                                      Research,  Inc.; Director  of Monroe County
 Newark, NJ                                                Water Authority, Rochester Jobs, Inc., Blue
                                                           Cross of Rochester, Executive Service Corps
                                                           of  Rochester,  Monroe  County   Industrial
                                                           Development  Corporation, Northeast Midwest
                                                           Institute, First Financial Fund, Inc.,  The
                                                           Global  Government Plus Fund,  Inc. and The
                                                           High Yield Plus Fund, Inc.
 Thomas H. O'Brien(71).............    Trustee           President of  O'Brien  Associates  (Financial
 c/o Prudential Mutual Fund                              and   Management  Consultants)  (since  April
 Management LLC                                            1984); formerly President of Jamaica  Water
 Gateway Center Three                                      Securities Corp. (holding company)
 Newark, NJ                                                (February  1989-August  1990);  Chairman of
                                                           the  Board  and  Chief  Executive   Officer
                                                           (September  1987-February 1989)  of Jamaica
                                                           Water   Supply    Company   and    Director
                                                           (September  1987-April  1991);  Director of
                                                           Ridgewood Savings Bank; Trustee of  Hofstra
                                                           University.
*Richard A. Redeker(53)............    President and     Employee  of Prudential Investments; formerly
 Gateway Center Three                  Trustee             President,  Chief  Executive  Officer   and
 Newark, NJ                                                Director  (October 1993-September  1996) of
                                                           Prudential Mutual  Fund  Management,  Inc.;
                                                           Executive   Vice  President,  Director  and
                                                           Member  of  Operating  Committee   (October
                                                           1993-September 1996), Prudential
                                                           Securities;    Director    (since   October
                                                           1993-September 1996), Prudential Securities
                                                           Group, Inc.; Executive Vice President,  The
                                                           Prudential  Investment  Corporation  (since
                                                           January 1994); previously Senior  Executive
                                                           Vice   President  and  Director  of  Kemper
                                                           Financial   Services,    Inc.    (September
                                                           1978-September    1993);    President   and
                                                           Director of  The  High Yield  Income  Fund,
                                                           Inc.
</TABLE>
 
- --------------
 *"Interested"  Trustee, as defined in the  Investment Company Act, by reason of
  his affiliation with Prudential or Prudential Securities.
 
                                      B-24
<PAGE>
 
<TABLE>
<CAPTION>
                                                                     PRINCIPAL OCCUPATION
       NAME, ADDRESS AND AGE         POSITION WITH FUND               DURING PAST 5 YEARS
- -----------------------------------  ------------------  ---------------------------------------------
<S>                                  <C>                 <C>
 Nancy H. Teeters(66)..............    Trustee           Economist; formerly Vice President and  Chief
 c/o Prudential Mutual Fund                                Economist   (March   1986-June   1990)   of
 Management LLC                                            International Business Machines
 Gateway Center Three                                      Corporation;  Director   of  Inland   Steel
 Newark, NJ                                                Industries  (since  July  1991)  and  First
                                                           Financial Fund, Inc.
 
 Louis A. Weil, III(55)............    Trustee           Publisher and Chief Executive Officer  (since
 c/o Prudential Mutual Fund                              January  1996) and  Director (since September
 Management LLC                                            1991) of Central Newspapers, Inc.; Chairman
 Gateway Center Three                                      of  the   Board   (since   January   1996),
 Newark, NJ                                                Publisher   and  Chief   Executive  Officer
                                                           (August  1991-December  1995)  of   Phoenix
                                                           Newspapers,  Inc.; prior thereto, Publisher
                                                           of Time  Magazine  (May  1989-March  1991);
                                                           formerly  President,  Publisher  and  Chief
                                                           Executive  Officer  of  The  Detroit   News
                                                           (February   1986-August   1989);   formerly
                                                           member  of   the  Advisory   Board,   Chase
                                                           Manhattan Bank--Westchester.
 
 S. Jane Rose(50)..................    Secretary         Senior Vice President (January 1991-September
 Gateway Center Three                                    1996) and Senior Counsel (June 1987-September
 Newark, NJ                                                1996) of Prudential Mutual Fund Management,
                                                           Inc.;  Senior  Vice  President  and  Senior
                                                           Counsel (since  June  1992)  of  Prudential
                                                           Securities;  formerly  Vice  President  and
                                                           Associate  General  Counsel  of  Prudential
                                                           Securities.
 
 Grace Torres(37)..................    Treasurer and     First  Vice  President  (March 1994-September
 Gateway Center Three                  Principal         1996) of Prudential  Mutual Fund  Management,
 Newark, NJ                            Financial and       Inc.;  First  Vice  President  (since March
                                       Accounting          1994)  of   Prudential  Securities;   prior
                                       Officer             thereto,  Vice  President of  Bankers Trust
                                                           Corporation.
 
 Stephen M. Ungerman(43)...........    Assistant         First Vice  President  of  Prudential  Mutual
 Gateway Center Three                  Treasurer         Fund Management, Inc. (February
 Newark, NJ                                                1993-September   1996);  Tax   Director  of
                                                           Prudential  Investments  and  the   Private
                                                           Asset  Group  of  Prudential  (since  March
                                                           1996); prior thereto, Senior Tax Manager of
                                                           Price Waterhouse (1981-January 1993).
 
 Deborah A. Docs(38)...............    Assistant         Vice President and Associate General  Counsel
 Gateway Center Three                  Secretary         (January  1993-September 1996)  of Prudential
 Newark, NJ                                                Mutual   Fund   Management,   Inc.;    Vice
                                                           President  and  Associate  General  Counsel
                                                           (since   January   1993)   of    Prudential
                                                           Securities;   previously   Associate   Vice
                                                           President (January 1990-December 1992)  and
                                                           Assistant  General Counsel  (November 1991-
                                                           December 1992)  of Prudential  Mutual  Fund
                                                           Management, Inc.
</TABLE>
 
                                      B-25
<PAGE>
    Trustees  and officers of the Fund are also Trustees, directors and officers
of some  or all  of the  other investment  companies distributed  by  Prudential
Securities.
 
    The  officers conduct  and supervise  the daily  business operations  of the
Fund, while  the  Trustees, in  addition  to  their functions  set  forth  under
"Manager" and "Distributor," review such actions and decide on general policy.
 
    The  Fund pays each of  its Trustees who is not  an affiliated person of the
Manager or  the Fund's  investment  adviser annual  compensation of  $9,000,  in
addition  to certain out-of-pocket  expenses. Mr. Dorsey  receives his Trustees'
fee pursuant to a deferred fee agreement  with the Fund. Under the terms of  the
agreement, the Fund accrues daily the amount of such Trustees' 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 Trustee. The Fund's obligation to make payments of deferred
Trustees'  fees, together with interest thereon,  is a general obligation of the
Fund.
 
    The Trustees have adopted a retirement policy which calls for the retirement
of Trustees on December 31 of the year in which they reach the age of 72  except
that  retirement is being phased in for Trustees  who were age 68 or older as of
December 31, 1993. Under this phase-in provision, Messrs. Beach, Jacobs,  Lennox
and  O'Brien are scheduled to retire on  December 31, 1999, 1998, 1997 and 1999,
respectively.
 
    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 Trustees  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 August 31, 1996 to the Trustees who are not affiliated
with  the  Manager and  the  aggregate compensation  paid  to such  Trustees for
service on the  Fund's Board and  the Boards of  any other investment  companies
managed by PMF (Fund Complex) for the calendar year ended December 31, 1995.
 
                               COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                             TOTAL
                                                       PENSION OR                         COMPENSATION
                                                       RETIREMENT                          FROM FUND
                                      AGGREGATE     BENEFITS ACCRUED   ESTIMATED ANNUAL     AND FUND
                                     COMPENSATION   AS PART OF FUND     BENEFITS UPON     COMPLEX PAID
NAME AND POSITION                     FROM FUND         EXPENSES          RETIREMENT      TO TRUSTEES
- -----------------------------------  ------------   ----------------   ----------------   ------------
<S>                                  <C>            <C>                <C>                <C>
Edward D. Beach, Trustee...........     $9,000            None                N/A           $183,500(22/43)**
Eugene C. Dorsey, Trustee..........     $9,000            None                N/A           $ 85,783*(10/34)**
Delayne Dedrick Gold, Trustee......     $9,000            None                N/A           $183,250(24/45)**
Robert F. Gunia, Trustee...........     --              --                 --                 --
Harry A. Jacobs, Jr., Trustee......     $    0            None                N/A           $      0
Donald D. Lennox, Trustee..........     --              --                 --               $ 86,250(10/22)**
Mendel A. Melzer, Trustee..........     --              --                 --                 --
Thomas T. Mooney, Trustee..........     $9,000            None                N/A           $125,625(14/19)**
Thomas H. O'Brien, Trustee.........     $9,000            None                N/A           $ 44,000(6/24)**
Richard A. Redeker, Trustee........     $    0            None                N/A           $      0
Nancy H. Teeters, Trustee..........     $9,000            None                N/A           $107,500(13/31)**
Louis A. Weil, III, Trustee........     --              --                 --               $ 93,750(11/16)**
</TABLE>
 
- --------------
 
 * All  compensation for  the calendar year  ended December  31, 1995 represents
   deferred compensation. Aggregate  compensation from the  Fund for the  fiscal
   year  ended August 31, 1996, including accrued interest, amounted to $10,238.
   Aggregate compensation from  all of  the funds in  the Fund  Complex for  the
   calendar  year ended December 31,  1995, including accrued interest, amounted
   to approximately $85,783.
 
** Indicates number of funds/portfolios in Fund Complex (including the Fund)  to
   which aggregate compensation relates.
 
                                      B-26
<PAGE>
    As  of October 4, 1996,  the Trustees and officers of  the Fund, as a group,
owned beneficially less than 1% of the outstanding shares of beneficial interest
of each series of the Fund.
 
    As of October  4, 1996, the  beneficial owners, directly  or indirectly,  of
more  than 5% of the outstanding shares of any class of beneficial interest of a
Series were those listed in Appendix IV.
 
    As of October 4, 1996, Prudential Securities was the record holder for other
beneficial owners  of  the following  shares  of the  series,  representing  the
percentage shown of the outstanding shares of each such series:
 
<TABLE>
<CAPTION>
     SERIES                            CLASS A                 CLASS B                CLASS C
     -------------------------  ----------------------  ----------------------  --------------------
     <S>                        <C>          <C>        <C>          <C>        <C>        <C>
     Florida..................   8,006,536       (80%)   1,372,428       (90%)   678,844       (88%)
     Hawaii Income............     147,115       (43%)     744,871       (90%)   113,856       (96%)
     Maryland.................     976,215       (55%)     889,594       (55%)     3,510       (81%)
     Massachusetts............   1,413,864       (56%)     925,349       (49%)     3,811       (96%)
     Michigan.................   1,187,169       (47%)   1,226,997       (43%)     5,631       (58%)
     New Jersey...............   6,152,969       (79%)  12,519,708       (78%)   152,187       (83%)
     New York.................   9,085,934       (62%)   7,238,798       (65%)    57,943       (88%)
     North Carolina...........   1,788,202       (69%)   2,052,077       (77%)     3,603       (55%)
     Ohio.....................   2,274,936       (52%)   2,036,899       (49%)     2,201       (58%)
     Pennsylvania.............   3,788,116       (51%)   6,309,538       (42%)    43,522       (56%)
</TABLE>
 
    As of October 4, 1996, Prudential Securities was the record holder for other
beneficial  owners of  74,667,814 shares  (or 99%  of those  outstanding) of the
Connecticut Money Market Series, 52,114,145 shares (or 99% of those outstanding)
of the Massachusetts Money  Market Series, 187,346,830 shares  (or 99% of  those
outstanding)  of the New  Jersey Money Market Series  and 330,536,519 shares (or
99% of those outstanding) of the New  York Money Market Series. In the event  of
any  meetings of shareholders, Prudential Securities  will forward, or cause the
forwarding of, proxy  materials to  the beneficial owners  for which  it is  the
record holder.
 
                                    MANAGER
 
    The manager of the Fund is Prudential Mutual Fund Management LLC (PMF or the
Manager),  Gateway Center Three, Newark, New Jersey 07102. PMF serves as manager
to all of the other open-end management investment companies that, together with
the  Fund,  comprise  the  Prudential  Mutual  Funds.  See  "How  the  Fund   is
Managed--Manager"  in the Prospectus  of each series. As  of September 30, 1996,
PMF managed and/or  administered open-end and  closed-end management  investment
companies  with assets of approximately $52 billion. According to the Investment
Company Institute, as of August 31,  1996, the Prudential Mutual Funds were  the
17th largest family of mutual funds in the United States.
 
    PMF  is a subsidiary of Prudential  Securities and Prudential. PMF has three
wholly-owned subsidiaries: Prudential Mutual Fund Distributors, Inc., Prudential
Mutual Fund Services, Inc.  (PMFS or the Transfer  Agent) and Prudential  Mutual
Fund Investment Management. PMFS serves as the transfer agent for the Prudential
Mutual  Funds  and, in  addition, provides  customer service,  recordkeeping and
management and administration services to qualified plans.
 
    Pursuant  to  the  Management  Agreement  with  the  Fund  (the   Management
Agreement),  PMF,  subject to  the  supervision of  the  Fund's Trustees  and in
conformity with the  stated policies of  the Fund, manages  both the  investment
operations  of  each  series  and the  composition  of  each  series' portfolio,
including the  purchase,  retention,  disposition and  loan  of  securities.  In
connection  therewith, PMF is obligated to keep certain books and records of the
Fund. PMF  also  administers the  Fund's  business affairs  and,  in  connection
therewith,  furnishes  the  Fund  with office  facilities,  together  with those
ordinary clerical  and bookkeeping  services which  are not  being furnished  by
State  Street Bank and Trust Company  (the Custodian), the Fund's custodian, and
PMFS, the Fund's transfer and dividend disbursing agent. The management services
of PMF  for  the Fund  are  not exclusive  under  the terms  of  the  Management
Agreement and PMF is free to, and does, render management services to others.
 
    For  its services, PMF receives, pursuant to the Management Agreement, a fee
at an annual rate of .50 of 1%  of the average daily net assets of each  series.
The    fee   is   computed   daily   and   payable   monthly.   The   Management
 
                                      B-27
<PAGE>
Agreement also provides that, in the  event the expenses of the Fund  (including
the   fees  of  PMF,  but  excluding  interest,  taxes,  brokerage  commissions,
distribution  fees  and  litigation  and  indemnification  expenses  and   other
extraordinary  expenses  not  incurred  in the  ordinary  course  of  the Fund's
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  the Fund's shares are  qualified for offer and  sale,
the  compensation  due  PMF  will  be reduced  by  the  amount  of  such excess.
Reductions in excess of the  total compensation payable to  PMF will be paid  by
PMF  to the Fund. No such reductions  were required during the fiscal year ended
August 31, 1996. Currently, the Fund believes that the most restrictive  expense
limitation  of state securities commissions is 2 1/2% of a series' average daily
net assets up  to $30 million,  2% of the  next $70 million  of such assets  and
1 1/2% of such assets in excess of $100 million.
 
    In  connection with its management of the  business affairs of the Fund, PMF
bears the following expenses:
 
  (a)   the salaries and expenses of all of its and the Fund's personnel  except
the  fees and expenses of Trustees who are  not affiliated persons of PMF or the
Fund's investment adviser;
 
  (b)   all expenses incurred by PMF or by the Fund in connection with  managing
the ordinary course of the Fund's business, other than those assumed by the Fund
as described below; and
 
  (c)    the costs and expenses payable to The Prudential Investment Corporation
(PIC) pursuant to the subadvisory agreement between PMF and PIC (the Subadvisory
Agreement).
 
    Under the terms of the Management Agreement, the Fund is responsible for the
payment of the following expenses: (a) the fees payable to the Manager, (b)  the
fees  and expenses of Trustees who are  not affiliated persons of the Manager or
the Fund's  investment  adviser,  (c)  the fees  and  certain  expenses  of  the
Custodian  and Transfer  and Dividend  Disbursing Agent,  including the  cost of
providing  records  to  the  Manager  in  connection  with  its  obligation   of
maintaining  required records of the Fund and  of pricing the Fund's shares, (d)
the charges and expenses  of legal counsel and  independent accountants for  the
Fund,  (e) brokerage commissions  and any issue or  transfer taxes chargeable to
the Fund  in connection  with its  securities transactions,  (f) all  taxes  and
corporate fees payable by the Fund to governmental agencies, (g) the fees of any
trade  associations of  which the Fund  may be a  member, (h) the  cost of share
certificates representing  shares of  the Fund,  (i) the  cost of  fidelity  and
liability  insurance, (j) certain organization expenses of the Fund and the fees
and expenses involved in  registering and maintaining  registration of the  Fund
and  of its shares with the SEC,  registering the Fund 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
communication  expenses with  respect to investor  services and  all expenses of
shareholders' and  Trustees' 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 the Fund's business and (m) distribution fees.
 
    The Management Agreement also provides that  PMF will not be liable for  any
error  of judgment or for  any loss suffered by the  Fund 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  Agreement  provides  that it  will  terminate  automatically  if
assigned, 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
Agreement 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. The  Management
Agreement was last approved by the Trustees of the Fund, including a majority of
the  Trustees who are not parties to  such contract or interested persons of any
such party as  defined in  the Investment  Company Act, on  May 9,  1996 and  by
shareholders  of each series of the Fund then in existence on December 28, 1988,
by shareholders of the Florida Series and the New Jersey Money Market Series  on
December  30, 1991, by  the shareholders of the  Connecticut Money Market Series
and the Massachusetts Money Market Series on  November 10, 1992 and by the  sole
shareholder of the Hawaii Income Series on September 19, 1994.
 
                                      B-28
<PAGE>
    The  amount of the management fee paid by each series of the Fund to PMF for
the fiscal years ended August 31, 1994, 1995 and 1996 was as follows:
 
<TABLE>
<CAPTION>
                                                                               1994               1995               1996
                                                                         -----------------  -----------------  -----------------
<S>                                                                      <C>                <C>                <C>
Connecticut Money Market...............................................  $       63,440(a)  $       71,379(a)  $      372,880(a)
Florida................................................................         311,558(b)         231,778(b)         665,643(b)
Hawaii Income..........................................................             N/A             41,133(c)          71,610(c)
Maryland...............................................................         290,509            210,311(d)         192,126(d)
Massachusetts..........................................................         310,614            258,040(e)         269,415(e)
Massachusetts Money Market.............................................          44,800(f)          53,649(f)         273,444(f)
Michigan...............................................................         383,005            323,133(g)         335,620(g)
New Jersey.............................................................       1,347,284(h)       1,047,300(h)       1,429,531(h)
New Jersey Money Market................................................         634,767(i)         642,087(i)         963,088(i)
New York...............................................................       1,820,106          1,518,552(j)       1,608,029(j)
New York Money Market..................................................       1,402,462          1,463,815          1,682,136
North Carolina.........................................................         378,373            313,847(k)         316,510(k)
Ohio...................................................................         630,490            538,657(l)         546,058(l)
Pennsylvania...........................................................       1,384,548          1,182,799(m)       1,253,004(m)
</TABLE>
 
- ------------------------
(a)  PMF voluntarily waived all or a portion of its management fee of  $243,395,
     $214,138 and $279,660, respectively.
 
(b)  PMF  voluntarily  waived  a  portion of  its  management  fee  of $467,337,
     $464,337 and $417,808, respectively.
 
(c)  PMF voluntarily  waived a  portion  of its  management  fee of  $3,651  and
     $7,161, respectively.
 
(d)  PMF  voluntarily  waived a  portion of  its management  fee of  $14,170 and
     $19,213, respectively.
 
(e)  PMF voluntarily  waived a  portion of  its management  fee of  $18,492  and
     $26,941, respectively.
 
(f)  PMF  voluntarily waived all or a portion of its management fee of $167,335,
     $160,946 and $205,083, respectively.
 
(g)   PMF voluntarily waived  a portion  of its  management fee  of $22,911  and
      $33,562, respectively.
 
(h)  PMF  voluntarily  waived  a  portion of  its  management  fee  of $449,095,
     $483,073 and $266,868, respectively.
 
(i)   PMF voluntarily  waived  a portion  of  its management  fee  of  $211,404,
      $214,029 and $85,123, respectively.
 
(j)  PMF  voluntarily waived  a portion  of its  management fee  of $108,361 and
     $160,803, respectively.
 
(k)  PMF voluntarily  waived a  portion of  its management  fee of  $22,350  and
     $31,651, respectively.
 
(l)  PMF  voluntarily  waived a  portion of  its management  fee of  $38,218 and
     $54,606, respectively.
 
(m)  PMF voluntarily  waived a  portion of  its management  fee of  $84,187  and
     $125,300, respectively.
 
    PMF  has entered into  the Subadvisory Agreement  with PIC (the Subadviser).
The Subadvisory Agreement  provides that  PIC will  furnish investment  advisory
services in connection with the management of the Fund. In connection therewith,
PIC is obligated to keep certain books and records of the Fund. PMF continues to
have  responsibility  for  all  investment  advisory  services  pursuant  to the
Management Agreement and supervises PIC's  performance of such services. PIC  is
reimbursed  by PMF  for the  reasonable costs  and expenses  incurred by  PIC in
furnishing those services.
 
    Peter Allegrini oversees the municipal bond team at the Subadviser. He  also
serves as the portfolio manager of the High Yield Series of Prudential Municipal
Bond Fund and the Pennsylvania Series of the Fund. He has been in the investment
business since 1978.
 
    The  Subadvisory Agreement  was last approved  by the  Trustees, including a
majority of  the Trustees  who are  not parties  to the  contract or  interested
persons   of   any   such   party  as   defined   in   the   Investment  Company
 
                                      B-29
<PAGE>
Act, on  May 9,  1996,  by shareholders  of  each series  of  the Fund  then  in
existence  on December 28, 1988,  by shareholders of the  Florida Series and the
New Jersey Money  Market Series  on December 30,  1991, by  shareholders of  the
Connecticut  Money Market  Series and the  Massachusetts Money  Market Series on
November 10, 1992 and  by the sole  shareholder of the  Hawaii Income Series  on
September 19, 1994.
 
    The  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  Management  Agreement. The  Subadvisory  Agreement  may be
terminated by the Fund, PMF or PIC upon not more than 60 days', nor less than 30
days', written notice. The 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.
 
    The Subadviser maintains a  credit unit which  provides credit analysis  and
research  on both tax-exempt and  taxable fixed-income securities. The portfolio
managers  routinely  consult  with  the  credit  unit  in  managing  the  Fund's
portfolios.  The credit unit  reviews on an ongoing  basis issuers of tax-exempt
and  taxable  fixed-income  obligations,  including  prospective  purchases  and
portfolio  holdings of the  Fund. Credit analysts have  broad access to research
and financial reports, data retrieval services and industry analysts.
 
    With respect to  tax-exempt issuers,  credit analysts  review financial  and
operating  statements supplied by state and  local governments and other issuers
of municipal  securities  to  evaluate revenue  projections  and  the  financial
soundness  of municipal issuers. They study the impact of economic and political
developments on state and local governments, evaluate industry sectors and  meet
periodically  with public officials and other representatives of state and local
governments and  other tax-exempt  issuers  to discuss  such matters  as  budget
projections,  debt policy, the strength of the regional economy and, in the case
of revenue bonds, the demand for facilities. They also make site inspections  to
review  specified projects and  to evaluate the progress  of construction or the
operation of a facility.
 
                                  DISTRIBUTOR
 
    Prudential Securities, One Seaport Plaza, New York, New York 10292, acts  as
the  distributor of the shares of the Fund. Prior to January 2, 1996, Prudential
Mutual Fund Distributors,  Inc. (PMFD), One  Seaport Plaza, New  York, New  York
10292, acted as the distributor of the Class A shares of each series of the Fund
having Class A shares and of the shares of the money market series.
 
    Under 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 under
Rule 12b-1 under the Investment Company Act and separate distribution agreements
for the money market series and the other series (the Distribution  Agreements),
Prudential  Securities  (the Distributor)  incurs  the expenses  of distributing
shares of the money market  series and the Fund's Class  A, Class B and Class  C
shares.  Prudential  Securities also  incurs  the expenses  of  distributing the
Fund's Class  Z  shares under  the  Distribution  Agreement, none  of  which  is
reimbursed   by   or   paid  for   by   the   Fund.  See   "How   the   Fund  is
Managed--Distributor" in each series' Prospectus.
 
    Prior to January 22, 1990, the  non-money market series of the Fund  offered
only  one class  of shares (the  then existing  Class B shares).  On October 19,
1989, the Trustees, including a majority of the Trustees who are not  interested
persons of the Fund and who have no direct or indirect financial interest in the
operation  of the Class A or Class B Plan or in any agreement related to any one
of the Plans (the Rule 12b-1 Trustees),  at a meeting called for the purpose  of
voting  on the Class A and Class B Plans, adopted a new plan of distribution for
the Class A shares of  the Fund (the Class A  Plan) and approved an amended  and
restated  plan of distribution  with respect to  the Class B  shares of the Fund
(the Class B Plan). On  May 6, 1993, the Trustees,  including a majority of  the
Rule 12b-1 Trustees, at a meeting called for the purpose of voting on each Plan,
approved  the continuance of the Plans  and Distribution Agreements and approved
modifications of  the  Fund's  Class  A  and  Class  B  Plans  and  Distribution
Agreements to conform them with recent amendments to the National Association of
Securities Dealers, Inc. (NASD) maximum sales charge rule described below. As so
modified,  the Class A  Plan provides that  (i) up to  .25 of 1%  of the average
daily net assets of the Class A shares  may be used to pay for personal  service
and/or  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%. As so modified, the Class B Plan provides that
 
                                      B-30
<PAGE>
(i) up to .25 of 1% of the average daily net assets of the Class B shares may be
paid as a service fee and  (ii) up to .50 of  1% (including the service fee)  of
the  average daily net assets  of the Class B  shares (asset-based sales charge)
may be used as reimbursement  for distribution-related expenses with respect  to
the Class B shares. Total distribution fees (including the service fee of .25 of
1%) may not exceed .50 of 1%. On May 6, 1993, the Trustees, including a majority
of the Rule 12b-1 Trustees, at a meeting called for the purpose of voting on the
Plans,  adopted  a plan  of distribution  for  the Class  C shares  and approved
further amendments to the plans of distribution for the Fund's Class A and Class
B shares changing them from reimbursement type plans to compensation type plans.
Also on  May 6,  1993, the  Trustees, including  a majority  of the  Rule  12b-1
Trustees, approved a plan of distribution (the Florida Series' Class C Plan) for
the  Florida  Series'  Class C  shares.  The  Plans were  last  approved  by the
Trustees, including a majority of the Rule  12b-1 Trustees, on May 9, 1996.  The
Class  A Plan, as amended, was approved by Class A and Class B shareholders, the
Class B Plan  was approved  by Class  B shareholders and  the Class  C Plan  was
approved by the Class C shareholders on July 19, 1994. The Florida Series' Class
C Plan was approved by the sole shareholder of the Class C shares of the Florida
Series  on June 30, 1993. The Class B  Plan was approved by the sole shareholder
of the Florida Series' Class  B shares on August 1,  1994. The Class A Plan  and
Class B Plan were approved by the sole shareholder of Class A and Class B shares
of the Hawaii Income Series on September 19, 1994. The Class C Plan was approved
by  the  sole shareholder  of  Class C  shares of  the  Hawaii Income  Series on
September 19, 1994 and of  the other series having Class  C shares on August  1,
1994.
 
    CLASS  A  PLAN.    For the  fiscal  year  ended August  31,  1996,  PMFD and
Prudential Securities received the following payments under the Class A Plan:
 
<TABLE>
<CAPTION>
SERIES
- --------------------------------------------------------------------------------
<S>                                                                               <C>
Florida.........................................................................  $   112,266
Hawaii Income...................................................................        3,620
Maryland........................................................................       18,483
Massachusetts...................................................................       28,091
Michigan........................................................................       27,978
New Jersey......................................................................       61,836
New York........................................................................      168,291
North Carolina..................................................................       27,628
Ohio............................................................................       51,205
Pennsylvania....................................................................       59,995
</TABLE>
 
    This amount was primarily expended for payment of account servicing fees  to
financial  advisers and other  persons who sell  Class A shares.  For the fiscal
year ended  August  31,  1996,  PMFD and  Prudential  Securities  also  received
approximate  initial sales charges with respect to the sale of Class A shares as
follows:
 
<TABLE>
<CAPTION>
SERIES
- --------------------------------------------------------------------------------
<S>                                                                               <C>
Florida.........................................................................  $   101,700
Hawaii Income...................................................................        7,200
Maryland........................................................................        4,400
Massachusetts...................................................................        6,700
Michigan........................................................................       10,900
New Jersey......................................................................       16,300
New York........................................................................       44,000
North Carolina..................................................................        2,600
Ohio............................................................................        6,200
Pennsylvania....................................................................       24,600
</TABLE>
 
                                      B-31
<PAGE>
    CLASS B  PLAN.   For  the  fiscal year  ended  August 31,  1996,  Prudential
Securities  received the distribution  fees paid by the  following series of the
Fund and the proceeds of contingent deferred sales charges paid by investors  on
the redemption of Class B shares as set forth below:
 
<TABLE>
<CAPTION>
                                                                                 APPROXIMATE
                                                                                 CONTINGENT
                                                                                  DEFERRED
SERIES                                                           AMOUNT OF FEE  SALES CHARGES
- ---------------------------------------------------------------  -------------  -------------
<S>                                                              <C>            <C>
Florida........................................................  $      62,850   $    62,000
Hawaii Income..................................................         47,993        37,500
Maryland.......................................................         99,492        33,400
Massachusetts..................................................        128,755        41,400
Michigan.......................................................        195,258        73,900
New Jersey.....................................................      1,111,674       383,900
New York.......................................................        763,278       317,700
North Carolina.................................................        178,025       109,600
Ohio...........................................................        289,546       116,600
Pennsylvania...................................................        949,510       285,600
</TABLE>
 
    For  the fiscal year ended August 31,  1996, it is estimated that Prudential
Securities spent approximately the following amounts:
 
<TABLE>
<CAPTION>
                                                                  COMPENSATION    APPROXIMATE
                      PRINTING AND  COMMISSION                   TO PRUSEC* FOR      TOTAL
                        MAILING     PAYMENTS TO                    COMMISSION       AMOUNT
                      PROSPECTUSES   FINANCIAL                    PAYMENTS TO      SPENT BY
                        TO OTHER    ADVISERS OF  OVERHEAD COSTS  REPRESENTATIVES  DISTRIBUTOR
                      THAN CURRENT  PRUDENTIAL   OF PRUDENTIAL     AND OTHER     ON BEHALF OF
SERIES                SHAREHOLDERS  SECURITIES    SECURITIES**     EXPENSES**       SERIES
- --------------------  ------------  -----------  --------------  --------------  -------------
<S>                   <C>           <C>          <C>             <C>             <C>
Florida.............  $      100    $   98,200   $    174,200    $     6,700     $    279,200
Hawaii Income.......      10,600        32,900         59,500          1,200          104,200
Maryland............         100        31,900         14,200         11,400           57,600
Massachusetts.......         100        40,700         34,500         14,500           89,800
Michigan............         100        46,100         24,000         38,800          109,000
New Jersey..........         100       311,600        188,700         72,500          572,900
New York............         100       254,700        218,300        174,300          647,400
North Carolina......         100        53,100         42,500         25,300          121,000
Ohio................         100        71,500         38,400         64,300          174,300
Pennsylvania........         100       245,500        155,900        220,200          621,700
</TABLE>
 
- ------------------
 *Pruco Securities Corporation, an affiliated broker-dealer.
 
**Including lease, utility and sales promotional expenses.
 
    The term  "overhead costs"  represents  (a) the  expenses of  operating  the
branch  offices of Prudential Securities and  Prusec in connection with the sale
of Fund shares,  including lease costs,  the salaries and  employee benefits  of
operations  and sales support personnel,  utility costs, communication costs and
the costs of stationery and supplies, (b) the cost of client sales seminars, (c)
expenses of mutual fund  sales coordinators to promote  the sale of Fund  shares
and (d) other incidental expenses relating to branch promotion of Fund sales.
 
    Prudential  Securities  also receives  the  proceeds of  contingent deferred
sales charges paid by investors upon certain redemptions of Class B shares.  See
"Shareholder  Guide--How to Sell Your Shares--Contingent Deferred Sales Charges"
in the  Prospectus  of  each  applicable  series of  the  Fund.  The  amount  of
distribution  expenses reimbursable by the Fund is reduced by the amount of such
contingent deferred sales charges.
 
                                      B-32
<PAGE>
    CLASS C  PLAN.   For  the  fiscal year  ended  August 31,  1996,  Prudential
Securities  received the distribution  fees paid by the  following series of the
Fund under  the Class  C Plan  and  the proceeds  of contingent  deferred  sales
charges paid by investors on the redemption of shares as set forth below:
 
<TABLE>
<CAPTION>
                                                                                 APPROXIMATE
                                                                                 CONTINGENT
                                                                                  DEFERRED
                                                                                    SALES
SERIES                                                          AMOUNT OF FEE      CHARGES
- --------------------------------------------------------------  --------------  -------------
<S>                                                             <C>             <C>
Florida.......................................................    $   62,195      $     300
Hawaii Income.................................................         8,274            200
Maryland......................................................           324            200
Massachusetts.................................................           304             --
Michigan......................................................           711             --
New Jersey....................................................        13,012          2,200
New York......................................................         4,941             --
North Carolina................................................         1,000             --
Ohio..........................................................           730             --
Pennsylvania..................................................         5,277             --
</TABLE>
 
    Distribution  fees were expended primarily  for payment of account servicing
fees.
 
    Pursuant to  Rule 12b-1,  the Plans  and the  money market  series' Plan  of
Distribution (collectively, the Plans) were last approved by the Trustees of the
Fund,  including the Rule 12b-1 Trustees, at a meeting called for the purpose of
voting on the Plans on May 9, 1996.
 
    The Plans provide that they shall continue in effect from year to year  with
respect to each series, provided such continuance is approved annually by a vote
of  the Trustees of the Fund in the manner described above. The Plans may not be
amended to increase materially the amount to be spent for the services described
therein without approval of  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 Trustees  in  the manner  described  above. Each  Plan  may be
terminated at any time, without payment of any penalty, by vote of a majority of
the Rule 12b-1 Trustees, or  by a vote of a  majority of the outstanding  voting
securities  of the applicable class  on not more than 60  days' nor less than 30
days'  written  notice  to  any  other  party  to  the  Plans.  Each  Plan  will
automatically  terminate in the  event of its  assignment. The Fund  will not be
contractually obligated  to  pay expenses  incurred  under  any Plan  if  it  is
terminated or not continued.
 
    Pursuant to each Plan, the Trustees will review at least quarterly a written
report  of the distribution expenses incurred on  behalf of each class of shares
of the  Fund 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 the  Rule
12b-1 Trustees shall be committed to the Rule 12b-1 Trustees.
 
    Pursuant  to each Distribution  Agreement, the Fund  has agreed to indemnify
Prudential Securities to the extent permitted by applicable law against  certain
liabilities  under  the Securities  Act of  1933,  as amended.  The Distribution
Agreements were last approved by the Trustees, including a majority of the  Rule
12b-1  Trustees,  on May  9, 1996.  The  Trustees approved  the transfer  of the
Distribution Agreement  with PMFD  for  the money  market series  to  Prudential
Securities effective January 2, 1996.
 
    The  Connecticut Money Market, Massachusetts  Money Market, New Jersey Money
Market, and the New  York Money Market Series'  Plan of Distribution (the  Money
Market Plan) was last approved by the Trustees of the Fund, including a majority
of the Rule 12b-1 Trustees, at a meeting called for the purpose of voting on the
Money  Market  Plan, on  May  9, 1996.  The Money  Market  Plan was  approved by
shareholders of  the New  York Money  Market  Series on  December 28,  1988,  by
shareholders  of the New Jersey Money Market  Series on December 30, 1991 and by
shareholders of  the Connecticut  Money Market  Series and  Massachusetts  Money
 
                                      B-33
<PAGE>
Market  Series on November 10, 1992. For  the fiscal year ended August 31, 1996,
PMFD and Prudential  Securities incurred distribution  expenses with respect  to
the  money market  series, all  of which were  recovered by  PMFD and Prudential
Securities through the distribution fee paid by the series, as follows:
 
<TABLE>
<CAPTION>
                                                                                           DISTRIBUTION
SERIES                                                                                       EXPENSES
- -----------------------------------------------------------------------------------------  ------------
<S>                                                                                        <C>
Connecticut Money Market.................................................................   $   93,220
Massachusetts Money Market...............................................................       68,361
New Jersey Money Market..................................................................      240,772
New York Money Market....................................................................      420,534
</TABLE>
 
    On October 21,  1993, Prudential  Securities (PSI) entered  into an  omnibus
settlement with the SEC, state securities regulators in 51 jurisdictions and the
NASD  to resolve allegations  that PSI sold  interests in more  than 700 limited
partnerships (and a limited number of other types of securities) from January 1,
1980 through December 31, 1990, in  violation of securities laws to persons  for
whom  such securities were  not suitable in light  of the individuals' financial
condition or  investment  objectives.  It  was also  alleged  that  the  safety,
potential  returns and liquidity of the investments had been misrepresented. The
limited partnerships principally  involved real  estate, oil  and gas  producing
properties  and aircraft leasing  ventures. The SEC  Order (i) included findings
that PSI's conduct violated the federal securities laws and that an order issued
by the  SEC in  1986 requiring  PSI  to adopt,  implement and  maintain  certain
supervisory  procedures had not  been complied with; (ii)  directed PSI to cease
and desist from violating the federal securities laws and imposed a $10  million
civil  penalty;  and  (iii)  required PSI  to  adopt  certain  remedial measures
including the establishment of a Compliance Committee of its Board of Directors.
Pursuant to the terms of the  SEC settlement, PSI established a settlement  fund
in  the  amount of  $330,000,000 and  procedures, overseen  by a  court approved
Claims Administrator, to resolve legitimate  claims for compensatory damages  by
purchasers  of the partnership  interests. PSI has  agreed to provide additional
funds,  if  necessary,  for  that  purpose.  PSI's  settlement  with  the  state
securities  regulators included  an agreement to  pay a penalty  of $500,000 per
jurisdiction. PSI consented to a censure and to the payment of a $5,000,000 fine
in settling  the NASD  action. In  settling the  above referenced  matters,  PSI
neither admitted nor denied the allegations asserted against it.
 
    On  January 18, 1994, PSI agreed to the entry of a Final Consent Order and a
Parallel Consent  Order by  the  Texas Securities  Commissioner. The  firm  also
entered  into a  related agreement with  the Texas  Securities Commissioner. The
allegations were that the firm had engaged in improper sales practices and other
improper conduct  resulting in  pecuniary  losses and  other harm  to  investors
residing  in Texas  with respect to  purchases and sales  of limited partnership
interests during  the period  of  January 1,  1980  through December  31,  1990.
Without  admitting or  denying the  allegations, PSI  consented to  a reprimand,
agreed to cease  and desist  from future  violations, and  to provide  voluntary
donations  to the State of Texas in the aggregate amount of $1,500,000. The firm
agreed  to  suspend  the  creation   of  new  customer  accounts,  the   general
solicitation  of new accounts, and  the offer for sale  of securities in or from
PSI's North Dallas office to new customers during a period of twenty consecutive
business days, and agreed that its other  Texas offices would be subject to  the
same  restrictions  for a  period of  five consecutive  business days.  PSI also
agreed to institute training programs for its securities salesmen in Texas.
 
    On October 27, 1994, Prudential Securities Group, Inc. (PSG) and PSI entered
into agreements with the United States Attorney deferring prosecution  (provided
PSI  complies with the terms  of the agreement for  three years) for any alleged
criminal activity related to  the sale of  certain limited partnership  programs
from  1983 to 1990. In  connection with these agreements,  PSI agreed to add the
sum of  $330,000,000  to  the  fund  established  by  the  SEC  and  executed  a
stipulation  providing for a reversion of such funds to the United States Postal
Inspection Service. PSI further agreed  to obtain a mutually acceptable  outside
director to sit on the Board of Directors of PSG and the Compliance Committee of
PSI.  The new director  will also serve  as an independent  "ombudsman" whom PSI
employees can  call anonymously  with complaints  about ethics  and  compliance.
Prudential  Securities  shall report  any allegations  or instances  of criminal
conduct and material improprieties  to the new director.  The new director  will
submit compliance reports which shall identify all such allegations or instances
of  criminal  conduct  and  material  improprieties  every  three  months  for a
three-year period.
 
                                      B-34
<PAGE>
    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 each class of a series of  the Fund rather than on a per  shareholder
basis.  If aggregate sales charges were to  exceed 6.25% of total gross sales of
any class of  any series, all  sales charges on  shares of that  class would  be
suspended.
 
                      PORTFOLIO TRANSACTIONS AND BROKERAGE
 
    The  Manager is  responsible for  decisions to  buy and  sell securities and
futures and  options thereon  for each  series  of the  Fund, the  selection  of
brokers, dealers and futures commission merchants to effect the transactions and
the  negotiation of  brokerage commissions. The  term "Manager" as  used in this
section includes  the  Subadviser.  Purchases  and  sales  of  securities  on  a
securities  exchange, which are not expected to  be a significant portion of the
portfolio securities of any  series, are effected through  brokers who charge  a
commission  for their services.  Broker-dealers may also  receive commissions in
connection with options  and futures  transactions, including  the purchase  and
sale  of  underlying securities  upon  the exercise  of  options. 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. Brokerage  commissions  on  United States  securities,  options  and
futures  exchanges or  boards of  trade are  subject to  negotiation between the
Manager and the broker or futures commission merchant.
 
    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 Fund  will  not deal  with Prudential
Securities in any transaction in which Prudential Securities acts as  principal.
Thus  it will not deal in over-the-counter securities with Prudential Securities
acting as  a market  maker, and  it will  not execute  a negotiated  trade  with
Prudential  Securities if  execution involves  Prudential Securities'  acting as
principal with respect to any part of the Fund's order.
 
    In placing orders for portfolio securities for each series of the Fund,  the
Manager  is  required  to  give  primary  consideration  to  obtaining  the most
favorable price  and  efficient execution.  The  Manager seeks  to  effect  each
transaction  at a price and commission, if any, that provides the most favorable
total cost or proceeds  reasonably attainable in  the circumstances. Within  the
framework  of this policy, the Manager will consider the research and investment
services provided by brokers, dealers or futures commission merchants who effect
or are  parties  to portfolio  transactions  of the  Fund,  the Manager  or  the
Manager's  other 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 Fund 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 the Fund,  and
the  services furnished by such brokers, dealers or futures commission merchants
may be used  by the  Manager in providing  investment management  for the  Fund.
Commission  rates are established pursuant to negotiations with the broker 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's  policy is to pay higher commissions to brokers, other than Prudential
Securities, for particular  transactions than  might be charged  if a  different
broker  had been  selected, on  occasions when,  in the  Manager's opinion, this
policy furthers the objective of obtaining best price and execution. The Manager
is authorized to pay higher commissions  on brokerage transactions for the  Fund
to  brokers other than Prudential Securities in order to secure the research and
investment services described above,  subject to review  by the Fund's  Trustees
from
 
                                      B-35
<PAGE>
time  to time as to the extent and continuation of this practice. The allocation
of orders among brokers and the commission rates paid are reviewed  periodically
by  the  Fund's Trustees.  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  SEC. This limitation,  in the opinion  of the Fund,  will not significantly
affect the  series'  ability  to pursue  their  present  investment  objectives.
However,  in  the  future  in  other  circumstances,  the  series  may  be  at a
disadvantage because  of  this limitation  in  comparison to  other  funds  with
similar objectives but not subject to such limitations.
 
    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 Fund,
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
contracts being purchased  or sold on  an 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  or futures commission  merchant in a
commensurate arm's-length transaction.  Furthermore, the Trustees  of the  Fund,
including  a majority  of the  non-interested Trustees,  have 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 Fund unless the
Fund has expressly  authorized the  retention of  such compensation.  Prudential
Securities  must furnish to the Fund at least annually a statement setting forth
the total  amount of  all compensation  retained by  Prudential Securities  from
transactions  effected for the Fund during  the applicable period. Brokerage and
futures 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.
 
    During  the fiscal years  ended August 31,  1996, 1995 and  1994, the series
paid brokerage commissions on  certain options and  futures transactions as  set
forth  below. During these periods, the  series paid no brokerage commissions to
Prudential Securities.
 
<TABLE>
<CAPTION>
                                                                                    BROKERAGE COMMISSIONS
                                                                               -------------------------------
SERIES                                                                           1996       1995       1994
- -----------------------------------------------------------------------------  ---------  ---------  ---------
<S>                                                                            <C>        <C>        <C>
Connecticut Money Market.....................................................          0          0          0
Florida......................................................................  $   7,438  $  10,973  $   4,113
Hawaii Income................................................................      1,120      1,680        N/A
Maryland.....................................................................      3,413      5,513        613
Massachusetts................................................................      3,413      1,820        263
Massachusetts Money Market...................................................          0          0          0
Michigan.....................................................................      4,498      4,550      2,030
New Jersey...................................................................     15,839     17,098        875
New Jersey Money Market......................................................          0          0          0
New York.....................................................................     22,540     13,581          0
New York Money Market........................................................          0          0          0
North Carolina...............................................................      6,651     20,213        175
Ohio.........................................................................      9,468     15,698      4,953
Pennsylvania.................................................................     20,685     22,033        875
</TABLE>
 
                                      B-36
<PAGE>
                     PURCHASE AND REDEMPTION OF FUND SHARES
 
    Shares  of each series of the Fund,  other than the money market 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) or (ii) on a deferred  basis
(Class B or Class C shares) Class Z shares of the Florida Series, the New Jersey
Series  and the New York  Series are offered to a  limited group of investors at
net asset value without  any sales charges. See  "Shareholder Guide--How to  Buy
Shares of the Fund" in each series' Prospectus.
 
    Each  class  of  shares represents  an  interest  in the  same  portfolio of
investments of the series and has the same rights, 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 "Distributor"  and
"Shareholder Investment Account-- Exchange Privilege."
 
    For  a description  of the methods  of purchasing shares  of the Connecticut
Money Market Series, the Massachusetts Money Market Series, the New Jersey Money
Market Series or the New York  Money Market Series, see "Shareholder  Guide--How
to Buy Shares of the Fund" in the money market series' Prospectuses.
 
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 3% and  Class
B*,  Class C* and  Class Z** shares are  sold at net asset  value. Using the net
asset value at August 31, 1996 of each series currently in existence (other than
the Connecticut Money Market Series, the Massachusetts Money Market Series,  the
New  Jersey  Money Market  Series and  the  New York  Money Market  Series), the
maximum offering price of the series' shares is as follows:
<TABLE>
<CAPTION>
CLASS A                                    FL     HI     MD     MA     MI     NJ     NY     NC     OH     PA
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value and redemption price per
 Class A share.......................... $10.11 $12.00 $10.74 $11.54 $11.72 $10.87 $11.77 $11.06 $11.70 $10.49
Maximum sales charge (3% of offering
 price).................................    .31    .37    .33    .36    .36    .34    .36    .34    .36    .32
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Offering price to public................ $10.42 $12.37 $11.07 $11.90 $12.08 $11.21 $12.13 $11.40 $12.06 $10.81
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
 
<CAPTION>
 
CLASS B                                    FL     HI     MD     MA     MI     NJ     NY     NC     OH     PA
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value, redemption price and
 offering price to public per Class B
 share*................................. $10.11 $12.00 $10.75 $11.53 $11.71 $10.87 $11.77 $11.06 $11.71 $10.49
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<CAPTION>
 
CLASS C                                    FL     HI     MD     MA     MI     NJ     NY     NC     OH     PA
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value, redemption price and
 offering price to public per Class C
 share*................................. $10.11 $12.00 $10.75 $11.53 $11.71 $10.87 $11.77 $11.06 $11.71 $10.49
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<CAPTION>
 
CLASS Z                                    FL                                 NJ     NY
- ---------------------------------------- ------                             ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value, redemption price and
 offering price to public per Class Z
 share**................................ $10.11                             $10.87 $11.77
                                         ------                             ------ ------
                                         ------                             ------ ------
</TABLE>
 
- --------------
 *Class B and Class C shares are  subject to a contingent deferred sales  charge
  on   certain   redemptions.   See  "Shareholder   Guide--How   to   Sell  Your
  Shares--Contingent  Deferred  Sales  Charges"   in  the  Prospectus  of   each
  applicable series.
 
**Class Z shares did not exist at August 31, 1996.
 
REDUCTION AND WAIVER OF INITIAL SALES CHARGES--CLASS A SHARES
 
    COMBINED  PURCHASE AND  CUMULATIVE PURCHASE  PRIVILEGE.   If an  investor or
eligible group  of  related investors  purchases  Class  A shares  of  the  Fund
concurrently   with   Class  A   shares  of   other  series   of  the   Fund  or
 
                                      B-37
<PAGE>
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
breakpoints  under  "Shareholder  Guide--Alternative   Purchase  Plan"  in   the
applicable Prospectus.
 
    An  eligible group of related Fund investors includes any combination of the
following:
 
  (a)   an individual;
 
  (b)   the individual's spouse, their children and their parents;
 
  (c)   the individual's and spouse's Individual Retirement Account (IRA);
 
  (d)   any company controlled by the individual (a person, entity or group that
holds 25% or more of the outstanding voting securities of a corporation will  be
deemed  to  control the  corporation, and  a  partnership will  be deemed  to be
controlled by each of its general partners);
 
  (e)   a trust  created by the individual, the  beneficiaries of which are  the
individual, his or her spouse, parents or children;
 
  (f)    a Uniform  Gifts to Minors Act/Uniform  Transfers to Minors Act account
created by the individual or the individual's spouse; and
 
  (g)    one  or more  employee  benefit plans  of a  company controlled  by  an
individual.
 
    In  addition, an  eligible group  of related  Fund investors  may include an
employer (or group of  related employers) and one  or more qualified  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 Distributor 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.
 
    RIGHTS OF ACCUMULATION.   Reduced sales charges  are also 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 the
Fund 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. However,  the  value of  shares  held directly  with  the
Transfer  Agent  and through  Prudential Securities  will  not be  aggregated to
determine the reduced sales charge. All shares must be held either directly with
the Transfer  Agent or  through  Prudential Securities.  The value  of  existing
holdings  for purposes  of determining  the reduced  sales charge  is calculated
using the maximum offering price (net asset value plus maximum sales charge)  as
of  the  previous business  day. See  "How the  Fund Values  its Shares"  in the
Prospectuses.
 
    The Distributor 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.
 
    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  purchase, within a  thirteen-month period, of  shares of  the
Fund  and shares of  other Prudential Mutual  Funds. All shares  of the Fund 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  Prudential  Securities will  not  be aggregated  to  determine the
reduced sales charge. All shares must be held either directly with the  Transfer
Agent  or through Prudential Securities. 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.
 
    A Letter of Intent permits a purchaser 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  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
 
                                      B-38
<PAGE>
name of  the  purchaser.  The effective  date  of  a Letter  of  Intent  may  be
back-dated  up to 90 days, in order that any investments made during this 90-day
period, valued at the purchaser's cost, can be applied to the fulfillment of the
Letter of Intent goal.
 
    The Letter of  Intent does not  obligate the investor  to purchase, nor  the
Fund  to sell, the indicated  amount. In the event the  Letter of Intent goal is
not achieved within the thirteen-month period, the purchaser is required to  pay
the  difference between the  sales charge otherwise  applicable to the purchases
made during this period and the sales charge 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 the  Fund pursuant  to a  Letter of  Intent  should
carefully read such Letter of Intent.
 
WAIVER OF THE CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES
 
    The contingent deferred sales charge is waived under circumstances described
in  the  applicable  Prospectuses.  See  Shareholder  Guide--How  to  Sell  Your
Shares--Waiver of the Contingent Deferred Sales Charges-- Class B Shares" in the
Prospectuses. In connection with these waivers, the Transfer Agent will  require
you to submit the supporting documentation set forth below.
 
<TABLE>
<S>                                               <C>
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  considered  A  copy  of the  Social  Security Administration
disabled if he or she is unable to engage in any  award letter or a letter from a physician on the
substantial gainful  activity by  reason of  any  physician's    letterhead   stating   that   the
medically  determinable   physical   or   mental  shareholder  (or, in  the case  of a  trust, the
impairment which can  be expected  to result  in  grantor)  is  permanently  disabled.  The letter
death or to be of long-continued and  indefinite  must also indicate the date of disability.
duration.
</TABLE>
 
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 a series of the Fund
purchased  prior  to August  1, 1994  if  immediately after  a purchase  of such
shares, the aggregate cost of all Class B  shares of a series of the Fund  owned
by  you in  a single  account exceeded $500,000.  For example,  if you purchased
$100,000 of  Class B  shares of  a series  of the  Fund and  the following  year
purchase  an additional  $450,000 of  Class B  shares with  the result  that the
aggregate cost of  your Class B  shares of a  series of the  Fund 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:
 
<TABLE>
<CAPTION>
                               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
- -------------------------  -----------------------   ---------------
<S>                        <C>                       <C>
First....................             3.0%                  2.0%
Second...................             2.0%                  1.0%
Third....................             1.0%                  0%
Fourth and thereafter....             0%                    0%
</TABLE>
 
    You must  notify  the  Fund's  Transfer Agent  either  directly  or  through
Prudential  Securities  or  Prusec, 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.
 
                                      B-39
<PAGE>
                         SHAREHOLDER INVESTMENT ACCOUNT
 
    Upon  the initial purchase of Fund  shares, a Shareholder Investment Account
is established  for  each investor  under  which the  shares  are held  for  the
investor  by the Transfer Agent.  If a share certificate  is desired, it must be
requested in writing for each transaction. Certificates are issued only for full
shares and may be redeposited in the Account at any time. There is no charge  to
the  investor for  issuance of  a certificate. The  Fund makes  available to its
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 a series. An investor
may direct the Transfer Agent in writing by the first business day of the  month
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  a  cash  payment
representing   a  dividend  or  distribution   may  reinvest  such  dividend  or
distribution at net asset value (without a sales charge) by returning the  check
or the proceeds to the Transfer Agent within 30 days after the payment date. The
investment  will be made at the net  asset value per share next determined after
receipt of the check  or proceeds by the  Transfer Agent. Such shareholder  will
receive  credit for any contingent deferred sales charge paid in connection with
the amount of proceeds being reinvested.
 
EXCHANGE PRIVILEGE
 
    Each series makes available to its shareholders the privilege of  exchanging
their  shares of  a series for  shares of other  series of the  Fund and certain
other Prudential  Mutual Funds,  including one  or more  specified money  market
funds,  subject  in each  case to  the minimum  investment requirements  of such
funds. Shares of such  other Prudential Mutual Funds  may also be exchanged  for
shares  of the Fund. All  exchanges are made on the  basis of relative net asset
value 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.
 
    It is contemplated  that the  Exchange Privilege  may be  applicable to  new
mutual funds whose shares may be distributed by the Distributor.
 
    CLASS  A.  Shareholders  of the Fund  may exchange their  Class A shares for
Class A shares of other  series of the Fund  or certain other Prudential  Mutual
Funds, shares of 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 MoneyMart Assets, Inc. (Class A shares)
 
       Prudential Tax-Free Money Fund, Inc.
 
                                      B-40
<PAGE>
    CLASS B AND CLASS C.  Shareholders of each series may exchange their Class B
and Class C shares for Class B and Class C shares, respectively, of other series
of the Fund or  certain other Prudential Mutual  Funds and shares of  Prudential
Special  Money Market Fund, Inc.,  a money market fund.  No CDSC will be payable
upon such exchange, but a CDSC may be payable upon the redemption of the 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 first day of the month after the
initial purchase, rather than the date of the exchange.
 
    Class B and Class C shares of the  Fund may also be exchanged for shares  of
Prudential Special Money Market Fund, Inc. without imposition of any CDSC at the
time  of exchange.  Upon subsequent  redemption from  such money  market fund or
after re-exchange  into  the Fund,  such  shares will  be  subject to  the  CDSC
calculated by excluding 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 transferred 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  the Fund from  a money market  fund during the  month
(and  are held in the  Fund 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 or Class C Exchange Privilege,  a shareholder may again exchange those  shares
(and  any reinvested dividends and distributions) for  Class B or 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.
 
    Additional details about the Exchange Privilege and prospectuses for each of
the Prudential  Mutual  Funds are  available  from the  Fund's  Transfer  Agent,
Prudential  Securities  or  Prusec.  The  Exchange  Privilege  may  be modified,
terminated or suspended on 60 days' notice, and any fund, including the Fund, or
the Distributor, has the  right to reject any  exchange application relating  to
such fund's shares.
 
DOLLAR COST AVERAGING (NOT APPLICABLE TO THE MONEY MARKET SERIES)
 
    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
 
                                      B-41
<PAGE>
college  today averages 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  beginning in 2011, the cost of four
years at a private  college could reach  $210,000 and over  $90,000 at a  public
university.-1-
 
    The  following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.-2-
 
<TABLE>
<CAPTION>
                         PERIOD OF
                   MONTHLY INVESTMENTS:                       $100,000     $150,000     $200,000     $250,000
- -----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>
25 Years...................................................   $     110    $     165    $     220    $     275
20 Years...................................................         176          264          352          440
15 Years...................................................         296          444          592          740
10 Years...................................................         555          833        1,110        1,338
 5 Years...................................................       1,371        2,057        2,742        3,428
</TABLE>
 
See "Automatic Savings Accumulation Plan."
- --------------
- -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 the Fund.
   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 SAVINGS ACCUMULATION PLAN (ASAP)
 
    Under ASAP, an  investor may arrange  to have a  fixed amount  automatically
invested in shares of a series monthly 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 the series.  The investor's  bank
must  be a member of the Automatic Clearing House System. Share certificates are
not issued to ASAP participants.
 
    Further information  about  this program  and  an application  form  can  be
obtained from the Transfer Agent, Prudential Securities or Prusec.
 
SYSTEMATIC WITHDRAWAL PLAN
 
    A withdrawal plan is available to shareholders through Prudential Securities
or  the Transfer Agent.  Such withdrawal plan provides  for monthly or quarterly
checks in any amount, except as provided below, up to the value of the shares in
the shareholder's  account. Withdrawals  of Class  B or  Class C  shares may  be
subject  to a CDSC. See "Shareholder  Guide--How to Sell Your Shares--Contingent
Deferred Sales Charges" in the Prospectus of each applicable series.
 
    In the case of shares held through the Transfer Agent (i) a $10,000  minimum
account  value applies, (ii) 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 net asset
value  on   shares   held  under   this   plan.  See   "Shareholder   Investment
Account--Automatic Reinvestment of Dividends and/or Distributions."
 
    Prudential  Securities  and  the  Transfer  Agent  act  as  agents  for  the
shareholder in redeeming sufficient  full and fractional  shares to provide  the
amount of the periodic withdrawal payment. 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.
 
    Withdrawal  payments should not be considered as dividends, yield or income.
If  periodic   withdrawals   continuously  exceed   reinvested   dividends   and
distributions,  the  shareholder's original  investment will  be correspondingly
reduced and ultimately exhausted.
 
                                      B-42
<PAGE>
    Furthermore, each withdrawal  constitutes a  redemption of  shares, and  any
gain  or loss realized  must be recognized  for federal income  tax purposes. In
addition, 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 withdrawal 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.
 
HOW TO REDEEM SHARES OF THE MONEY MARKET SERIES
 
    Redemption orders  submitted  to  and received  by  Prudential  Mutual  Fund
Services,  Inc. (PMFS) will be  effected at the net  asset value next determined
after receipt of the order. Shareholders of the Connecticut Money Market Series,
the Massachusetts Money Market  Series, the New Jersey  Money Market Series  and
the  New York Money Market Series  (other than Prudential Securities clients for
whom Prudential Securities has  purchased shares of such  Series) may use  Check
Redemption, Expedited Redemption or Regular Redemption.
 
  CHECK REDEMPTION
 
    Shareholders  are subject to the Custodian's rules and regulations governing
checking accounts, including the right of  the Custodian not to honor checks  in
amounts  exceeding the value of the shareholder's  account at the time the check
is presented for payment.
 
    Shares for  which  certificates  have  been issued  are  not  available  for
redemption to cover checks. A shareholder should be certain that adequate shares
for  which certificates have not been issued are  in his or her account to cover
the amount of the check.  Also, shares purchased by  check are not available  to
cover  checks until 10 days  after receipt of the  purchase check by PMFS unless
the Fund or PMFS has been advised that the purchase check has been honored. Such
delay may be avoided by purchasing  shares by certified or official bank  checks
or  by wire. If insufficient  shares are in the account,  or if the purchase was
made by check within 10 days, the check is returned marked "insufficient funds."
Since the dollar value of an account is constantly changing, it is not  possible
for  a shareholder to determine in advance the total value of his or her account
so as to write a  check for the redemption of  the entire account. Checks in  an
amount less than $500 will not be honored.
 
    There  is a service charge of $5.00  payable to PMFS to establish a checking
account and to order checks. The Custodian and the Fund have reserved the  right
to  modify this checking account privilege or  to impose a charge for each check
presented for payment  for any  individual account or  for all  accounts in  the
future.
 
    The  Fund or PMFS may  terminate Check Redemption at  any time upon 30 days'
notice to participating  shareholders. To receive  further information,  contact
Prudential  Mutual Fund Services, Inc., Redemption Services, P.O. Box 15010, New
Brunswick, New Jersey 08906-5010.
 
  EXPEDITED REDEMPTION
 
    To request Expedited Redemption by telephone, a shareholder should call PMFS
at (800) 225-1852. Calls  must be received  by PMFS before  4:30 P.M., New  York
time. Requests by letter should be addressed to Prudential Mutual Fund Services,
Inc.,  Attention: Account Maintenance, P.O. Box 15015, New Brunswick, New Jersey
08906-5015.
 
    In order to change the name of the commercial bank or account designated  to
receive  redemption  proceeds,  it  is  necessary  to  execute  a  new Expedited
Redemption Authorization Form  and submit it  to PMFS at  the address set  forth
above.  Requests to change a bank or  account must be signed by each shareholder
and each signature  must be  guaranteed by:  (a) a  commercial bank  which is  a
member of the Federal Deposit Insurance Corporation; (b) a trust company; or (c)
a member firm of a domestic securities exchange. Guarantees must be signed by an
authorized  signatory of the bank, trust  company or member firm, and "Signature
Guaranteed" should appear  with the signature.  Signature guarantees by  savings
banks, savings and loan associations and notaries will not be accepted. PMFS may
request  further  documentation  from  corporations,  executors, administrators,
trustees or guardians.
 
    To receive  further  information, investors  should  contact PMFS  at  (800)
225-1852.
 
                                      B-43
<PAGE>
  REGULAR REDEMPTION
 
    Shareholders  may redeem their shares by sending to PMFS, at the address set
forth above, a written request, accompanied by duly endorsed share certificates,
if issued. If the proceeds of the  redemption (a) exceed $50,000, (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  and on  the certificates,  if any,  or stock  power must  be
guaranteed  by  an  "eligible  guarantor  institution."  An  "eligible guarantor
institution" includes any bank, broker, dealer  or credit union. For clients  of
Prusec,  a signature guarantee may be obtained from the agency or office manager
of most  Prudential  District or  Ordinary  offices.  The Fund  may  change  the
signature  guarantee requirements from  time to time  on notice to shareholders,
which may be given by means  of a new Prospectus. All correspondence  concerning
redemptions should be sent to the Fund in care of its Transfer Agent, Prudential
Mutual  Fund Services, Inc., Attention: Redemption Services, P.O. Box 15010, New
Brunswick, New Jersey 08906-5010.  Regular redemption is made  by check sent  to
the shareholder's address.
 
MUTUAL FUND PROGRAMS
 
    From  time to time, the Fund (or a portfolio of the Fund) 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. The Fund may
waive  or reduce the 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  Advisor  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 the  program,  the  standard
minimum investment requirements for the individual mutual funds will apply.
 
                                NET ASSET VALUE
 
    The  net asset value per share  of a series is the  net worth of such series
(assets including securities at value  minus liabilities) divided by the  number
of  shares of such series outstanding.  Net asset value is calculated separately
for each class. The Fund  will compute the net asset  value of each such  series
(except the money market series) once daily at 4:15 P.M., New York time, on days
the  New York  Stock Exchange is  open for trading,  except on days  on which no
orders to purchase, sell or redeem shares of the series have been received or on
days on which changes in  the value of the  series' portfolio securities do  not
affect  net asset value. The Fund will compute  the net asset value of the money
market series at 4:30 P.M., New York  time, on days the New York Stock  Exchange
is  open for  trading, except on  days on which  no orders to  purchase, sell or
redeem shares of the money market series have been received or on days on  which
changes  in the value  of the money  market series' portfolio  securities do not
affect net asset value. The New York  Stock Exchange is closed on the  following
holidays:   New  Year's  Day,  Presidents'   Day,  Good  Friday,  Memorial  Day,
Independence Day, Labor Day,  Thanksgiving Day and Christmas  Day. In the  event
the  New York  Stock Exchange closes  early on  any business day,  the net asset
value of the Fund's shares  shall be determined at  a time between such  closing
and  4:15 P.M., New  York time (with  respect to shares  of the non-money market
series of the Fund) and between such closing and 4:30 P.M., New York time  (with
respect to the money market series of the Fund).
 
    Portfolio  securities for which market  quotations are readily available are
valued at their bid quotations. Securities  for which market quotations are  not
readily available are valued at fair value in accordance with procedures adopted
by  the Trustees. Under these procedures the Fund values municipal securities on
the basis of  valuations provided by  a pricing service  which uses  information
with  respect to  transactions in  bonds, quotations  from bond  dealers, market
transactions  in  comparable  securities   and  various  relationships   between
securities  in  determining value.  The  Trustees believe  that  reliable market
quotations  are  generally  not  readily  available  for  purposes  of   valuing
tax-exempt  securities.  As a  result,  depending on  the  particular tax-exempt
 
                                      B-44
<PAGE>
securities owned by the Fund, it is likely that most of the valuations for  such
securities  will  be  based  upon  fair  value  determined  under  the foregoing
procedures. Short-term investments which mature in less than 60 days are  valued
at  amortized cost, if their original term to maturity was less than 60 days, or
are valued  at amortized  cost  on the  60th day  prior  to maturity,  if  their
original  term to  maturity when  acquired by  the Fund  was more  than 60 days,
unless this is determined not to represent fair value by the Trustees.
 
    The money market series use the amortized cost method to determine the value
of their portfolio  securities in accordance  with regulations of  the SEC.  The
amortized cost method involves valuing a security at its cost and amortizing any
discount  or premium over  the period until  maturity. The method  does not take
into account  unrealized capital  gains and  losses which  may result  from  the
effect of fluctuating interest rates on the market value of the security.
 
    With  respect to  the money market  series, the Trustees  have determined to
maintain a dollar-weighted  average portfolio maturity  of 90 days  or less,  to
purchase  instruments having remaining maturities of thirteen months or less and
to invest only  in securities  determined by  the investment  adviser under  the
supervision  of  the Trustees  to  present minimal  credit  risks and  to  be of
"eligible quality" in accordance with regulations of the SEC. The Trustees  have
adopted procedures designed to stabilize, to the extent reasonably possible, the
money  market series' price per  share as computed for  the purpose of sales and
redemptions at $1.00. Such  procedures will include review  of the money  market
series'  portfolio holdings by the Trustees, at  such intervals as they may deem
appropriate, to  determine whether  the  money market  series' net  asset  value
calculated  by using available  market quotations deviates  from $1.00 per share
based on amortized cost.  The extent of  any deviation will  be examined by  the
Trustees.  If  such deviation  exceeds  1/2 of  1%,  the Trustees  will promptly
consider what  action, if  any, will  be initiated.  In the  event the  Trustees
determine that a deviation exists which may result in material dilution or other
unfair  results to prospective investors  or existing shareholders, the Trustees
will take such  corrective action  as they consider  necessary and  appropriate,
including the sale of portfolio instruments prior to maturity to realize capital
gains  or losses  or to shorten  average portfolio maturity,  the withholding of
dividends, redemptions  of  shares in  kind,  or  the use  of  available  market
quotations to establish a net asset value per share.
 
                            PERFORMANCE INFORMATION
 
  ALL SERIES (EXCEPT THE MONEY MARKET SERIES)
 
    YIELD.   Each 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. The yield  will be computed by  dividing the series'  net
investment  income per share earned  during this 30-day period  by the net asset
value per share on  the last day  of this period. The  average number of  shares
used  in determining  the net  investment income per  share will  be the average
daily number of shares outstanding during  the 30-day period that were  eligible
to  receive  dividends.  In  accordance with  SEC  regulations,  income  will be
computed by totaling  the interest  earned on  all debt  obligations during  the
30-day  period  and subtracting  from  that amount  the  total of  all recurring
expenses incurred during the period, which includes management and  distribution
fees. The 30-day
 
                                      B-45
<PAGE>
yield  is  then  annualized  on  a  bond-equivalent  basis  assuming semi-annual
reinvestment and  compounding of  net  investment income,  as described  in  the
Prospectus  of each series. The yield for the  30 days ended August 31, 1996 and
the yield without the management subsidies and waivers were as follows:
 
<TABLE>
<CAPTION>
                                CLASS A                       CLASS B                       CLASS C
                      ---------------------------   ---------------------------   ---------------------------
                                 YIELD SUBSIDY/                YIELD SUBSIDY/                YIELD SUBSIDY/
SERIES                 YIELD     WAIVER ADJUSTED     YIELD     WAIVER ADJUSTED     YIELD     WAIVER ADJUSTED
- --------------------  -------   -----------------   -------   -----------------   -------   -----------------
<S>                   <C>       <C>                 <C>       <C>                 <C>       <C>
Florida.............   5.32%           5.12%         5.08%           4.87%         4.82%           4.61%
Hawaii Income.......   5.14            3.36          4.90            3.07          4.65            2.82
Maryland............   4.66            4.61          4.40            4.35          4.15            4.10
Massachusetts.......   4.62            4.57          4.36            4.31          4.10            4.05
Michigan............   4.79            4.74          4.54            4.48          4.28            4.22
New Jersey..........   4.94            4.89          4.69            4.63          4.44            4.38
New York............   4.80            4.75          4.54            4.49          4.29            4.24
North Carolina......   4.71            4.66          4.45            4.40          4.20            4.15
Ohio................   4.54            4.49          4.28            4.22          4.04            3.98
Pennsylvania........   4.89            4.84          4.64            4.59          4.38            4.33
</TABLE>
 
    The series' yield is computed according to the following formula:
 
<TABLE>
               <S>         <C>       <C>
                            a - b
               YIELD = 2[( -------   +1)to the power of 6 - 1]
                             cd
</TABLE>
 
<TABLE>
<S>     <C>   <C>
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.
</TABLE>
 
    Each  series  may also  calculate  the tax  equivalent  yield over  a 30-day
period. The tax equivalent yield will be determined by first computing the yield
as discussed above. The series will then determine what portion of that yield is
attributable to securities, the income on which is exempt for federal income tax
purposes. This portion of the yield will then be divided by one minus the  state
tax  rate times one minus the federal tax  rate and then added to the portion of
the yield that is attributable to other securities. For the 30 days ended August
31, 1996, the tax equivalent yield (assuming a federal tax rate of 36%) and  the
tax  equivalent  yield  without the  management  subsidies and  waivers  were as
follows:
 
<TABLE>
<CAPTION>
                                CLASS A                               CLASS B                               CLASS C
                  -----------------------------------   -----------------------------------   -----------------------------------
                                      TAX EQUIVALENT                        TAX EQUIVALENT                        TAX EQUIVALENT
                   TAX EQUIVALENT     YIELD SUBSIDY/     TAX EQUIVALENT     YIELD SUBSIDY/     TAX EQUIVALENT     YIELD SUBSIDY/
SERIES                 YIELD         WAIVER ADJUSTED         YIELD         WAIVER ADJUSTED         YIELD         WAIVER ADJUSTED
- ----------------  ----------------   ----------------   ----------------   ----------------   ----------------   ----------------
<S>               <C>                <C>                <C>                <C>                <C>                <C>
Florida.........         8.31%              7.99%              7.94%              7.61%              7.53%              7.21%
Hawaii Income...         8.92               5.84               8.51               5.32               8.07               4.89
Maryland........         7.75               7.66               7.31               7.23               6.90               6.81
Massachusetts...         8.20               8.11               7.74               7.64               7.28               7.19
Michigan........         7.83               7.74               7.42               7.32               7.00               6.90
New Jersey......         8.26               8.17               7.84               7.75               7.43               7.33
New York........         8.14               8.05               7.70               7.61               7.28               7.19
North
 Carolina.......         7.98               7.89               7.54               7.45               7.11               7.02
Ohio............         7.67               7.58               7.23               7.13               6.82               6.73
Pennsylvania....         7.86               7.79               7.46               7.37               7.04               6.96
</TABLE>
 
    AVERAGE ANNUAL TOTAL RETURN.  Each series of the Fund 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. See "How
the Fund Calculates Performance" in the Prospectus of each applicable series.
 
                                      B-46
<PAGE>
    Average annual total return is computed according to the following formula:
 
                         P(1+T)to the power of n = ERV
 
Where:  P = a hypothetical initial payment of $1000.
        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
                $1000 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 charges but does not take into account any federal or
state income taxes that may be payable upon redemption.
 
    The average annual total return  and subsidy/waiver adjusted average  annual
total return for the series (other than the money market series) for the periods
ended August 31, 1996 were as follows:
<TABLE>
<CAPTION>
                                                                                                 CLASS B
                                                                                 ---------------------------------------
                                            CLASS A                                                               SUBSIDY/WAIVER
                 -------------------------------------------------------------                                    ADJUSTED
                                                        SUBSIDY/WAIVER                                            ------
                                                           ADJUSTED                                     TEN
                                                 -----------------------------                         YEARS
                  ONE      FIVE       SINCE       ONE      FIVE       SINCE       ONE      FIVE      OR SINCE      ONE
SERIES            YEAR    YEARS     INCEPTION     YEAR    YEARS     INCEPTION     YEAR     YEARS     INCEPTION     YEAR
- ---------------  ------   ------   -----------   ------   ------   -----------   ------   -------   -----------   ------
<S>              <C>      <C>      <C>           <C>      <C>      <C>           <C>      <C>       <C>           <C>
Florida........    3.0%     N/A           7.3%     2.6%     N/A           6.7%     0.8%      N/A           4.9%     0.4%
Hawaii
 Income........    1.9      N/A           5.7      0.7      N/A           4.5     (0.4)      N/A           5.0     (1.6)
Maryland.......    2.4      5.7%          6.2      2.3      5.7%          6.2      0.1       5.8%          6.1      0.1
Massachusetts...   1.8      6.6           6.9      1.7      6.6           6.9     (0.5)      6.6           6.4     (0.6)
Michigan.......    1.9      6.3           6.7      1.9      6.3           6.7     (0.3)      6.4           6.5     (0.4)
New Jersey.....    1.5      6.2           7.0      1.4      6.0           6.8     (0.8)      6.3           7.6     (0.9)
New York.......    1.4      6.6           7.0      1.3      6.6           7.0     (0.9)      6.6           6.2     (0.9)
North
 Carolina......    1.6      5.9           6.4      1.5      5.9           6.4     (0.7)      6.0           5.9     (0.8)
Ohio...........    0.9      6.3           6.8      0.8      6.2           6.8     (1.4)      6.3           6.1     (1.5)
Pennsylvania...    1.9      6.6           6.8      1.8      6.6           6.8     (0.3)      6.7           6.8     (0.4)
 
<CAPTION>
 
                                                               CLASS C
                                           -----------------------------------------------
                                                                           SUBSIDY/
                                                                            WAIVER
                                TEN                                        ADJUSTED
                               YEARS                                ----------------------
                   FIVE       OR SINCE      ONE         SINCE        ONE         SINCE
SERIES            YEARS      INCEPTION      YEAR      INCEPTION      YEAR      INCEPTION
- ---------------  --------   ------------   ------   -------------   ------   -------------
<S>              <C>        <C>            <C>      <C>             <C>      <C>
Florida........      N/A            4.5%     4.5%            4.3%     4.1%            3.8%
Hawaii
 Income........      N/A            3.8      3.3             6.7      2.1             5.4
Maryland.......      5.8%           6.1      3.9             5.1      3.8             5.0
Massachusetts..      6.6            6.3      3.3             5.6      3.2             5.6
Michigan.......      6.4            6.4      3.4             5.2      3.3             5.1
New Jersey.....      6.0            7.3      3.0             5.3      2.9             5.1
New York.......      6.6            6.2      2.8             5.2      2.7             5.2
North
 Carolina......      6.0            5.9      3.0             4.9      2.9             4.8
Ohio...........      6.3            6.1      2.4             5.0      2.3             5.0
Pennsylvania...      6.7            6.7      3.4             5.4      3.3             5.3
</TABLE>
 
    AGGREGATE  TOTAL RETURN.   Each  series of the  Fund may  also advertise its
aggregate total  return. Aggregate  total return  is determined  separately  for
Class  A, Class  B, Class  C and Class  Z shares.  See "How  the Fund Calculates
Performance" in the Prospectus of each applicable series.
 
    Aggregate total return represents the cumulative  change in the value of  an
investment  in a series of  the Fund and is  computed according 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 of a hypothetical $1,000 payment made at the beginning
                 of the 1, 5 or 10 year periods (or fractional portion thereof).
 
    Aggregate total  return does  not take  into account  any federal  or  state
income  taxes that may be  payable upon redemption or  any applicable initial or
contingent deferred sales charges.
 
                                      B-47
<PAGE>
    The aggregate total return for each series  for the one year, five year  and
ten  year (or since  inception) periods ended  August 31, 1996  for the Class A,
Class B and Class C shares were as follows:
<TABLE>
<CAPTION>
                                                                                    CLASS B
                                                                   ------------------------------------------
                                       CLASS A                                                                       CLASS C
                      ------------------------------------------                                                -----------------
                                                                        AGGREGATE TOTAL
                           AGGREGATE TOTAL                                  RETURN                               AGGREGATE TOTAL
                               RETURN                              -------------------------                         RETURN
                      -------------------------                                    10 YR. OR                    -----------------
                                        SINCE                                        SINCE                                SINCE
SERIES                1 YR.   5 YR.   INCEPTION   INCEPTION DATE   1 YR.   5 YR.   INCEPTION   INCEPTION DATE   1 YR.   INCEPTION
- --------------------  -----   -----   ---------   --------------   -----   -----   ---------   --------------   -----   ---------
<S>                   <C>     <C>     <C>         <C>              <C>     <C>     <C>         <C>              <C>     <C>
Florida.............    6.2%   43.9%    53.8%           12/27/90     5.8%    N/A     13.6%         8/1/94         5.5%    13.8%
Hawaii Income.......    5.0     N/A     14.9             9/19/94     4.6     N/A     14.0         9/19/94         4.3     13.5
Maryland............    5.6    36.1     53.5             1/22/90     5.2    33.4     81.5         1/22/85         4.9     10.8
Massachusetts.......    4.9    41.6     60.6             1/22/90     4.5    38.6     85.3         9/19/84         4.3     12.1
Michigan............    5.1    40.2     58.5             1/22/90     4.7    37.3     87.6         9/19/84         4.4     11.1
New Jersey..........    4.6    39.3     61.6             1/22/90     4.2    36.7     85.8          3/1/88         4.0     11.3
New York............    4.5    41.6     61.0             1/22/90     4.1    38.8     81.6         9/27/84         3.9     11.2
North Carolina......    4.7    37.4     55.1             1/22/90     4.3    34.6     77.9         2/13/85         4.0     10.5
Ohio................    4.0    39.6     59.0             1/22/90     3.6    36.8     81.6         9/19/84         3.4     10.7
Pennsylvania........    5.1    42.0     59.6             1/22/90     4.7    39.2     85.0          3/6/87         4.4     11.5
 
<CAPTION>
 
SERIES                INCEPTION DATE
- --------------------  --------------
<S>                   <C>
Florida.............      8/1/94
Hawaii Income.......     9/19/94
Maryland............      8/1/94
Massachusetts.......      8/1/94
Michigan............      8/1/94
New Jersey..........      8/1/94
New York............      8/1/94
North Carolina......      8/1/94
Ohio................      8/1/94
Pennsylvania........      8/1/94
</TABLE>
 
    The aggregate total return for each series  for the one year, five year  and
ten  year (or since  inception) periods ended  August 31, 1996  for the Class A,
Class B and Class C shares,  without the management subsidies and waivers,  were
as follows:
 
<TABLE>
<CAPTION>
                                                           CLASS B                 CLASS C
                                                  -------------------------   -----------------
                               CLASS A
                      -------------------------                                AGGREGATE TOTAL
                                                       AGGREGATE TOTAL             RETURN
                           AGGREGATE TOTAL                 RETURN              SUBSIDY/WAIVER
                               RETURN              SUBSIDY/WAIVER ADJUSTED
                       SUBSIDY/WAIVER ADJUSTED    -------------------------       ADJUSTED
                      -------------------------                   10 YR. OR   -----------------
                                        SINCE                       SINCE               SINCE
SERIES                1 YR.   5 YR.   INCEPTION   1 YR.   5 YR.   INCEPTION   1 YR.   INCEPTION
- --------------------  -----   -----   ---------   -----   -----   ---------   -----   ---------
<S>                   <C>     <C>     <C>         <C>     <C>     <C>         <C>     <C>
Florida.............    5.8%   40.0%    49.2%       5.4%    N/A     12.5%       5.1%    12.1%
Hawaii Income.......    3.8     N/A     12.2        3.4     N/A     11.4        3.1     10.9
Maryland............    5.4    36.0     53.4        5.0    33.3     80.2        4.8     10.7
Massachusetts.......    4.8    41.5     60.4        4.4    38.4     84.2        4.2     12.0
Michigan............    5.0    40.1     58.4        4.6    37.2     86.8        4.3     11.0
New Jersey..........    4.6    38.0     59.2        4.1    35.3     82.2        3.9     11.0
New York............    4.4    41.5     60.9        4.0    38.7     81.5        3.8     11.1
North Carolina......    4.6    37.2     55.0        4.2    34.5     76.6        3.9     10.4
Ohio................    3.9    39.5     58.9        3.5    36.7     80.9        3.3     10.6
Pennsylvania........    5.0    41.9     59.3        4.6    39.1     83.7        4.3     11.4
</TABLE>
 
 THE CONNECTICUT MONEY MARKET SERIES, THE MASSACHUSETTS MONEY MARKET SERIES, THE
 NEW JERSEY MONEY MARKET SERIES AND THE NEW YORK MONEY MARKET SERIES
 
    The  money market series will prepare a current quotation of yield from time
to time. The yield quoted will be the simple annualized yield for an  identified
seven calendar day period. The yield calculation will be based on a hypothetical
account  having a balance of exactly one share at the beginning of the seven-day
period. The  base  period  return  will  be the  change  in  the  value  of  the
hypothetical  account during the seven-day  period, including dividends declared
on any shares purchased with dividends  on the shares but excluding any  capital
changes.  The yield will  vary as interest rates  and other conditions affecting
money market instruments change.  Yield also depends on  the quality, length  of
maturity  and type of instruments in the  money market series' portfolio and its
operating expenses. The money market series may also prepare an effective annual
yield computed  by  compounding  the unannualized  seven-day  period  return  as
follows:  by adding 1  to the unannualized seven-day  period return, raising the
sum to a power equal to 365 divided by 7, and subtracting 1 from the result.
 
                                      B-48
<PAGE>
    The  money market series may also calculate  the tax equivalent yield over a
7-day period. The tax equivalent yield will be determined by first computing the
current yield as discussed above. The Series will then determine what portion of
that yield is  attributable to  securities, the income  on which  is exempt  for
federal  income tax purposes. This portion of  the yield will then be divided by
one minus the state tax rate times one minus the federal tax rate and then added
to the  portion of  the yield  that  is attributable  to other  securities.  The
Connecticut  Money Market Series, Massachusetts  Money Market Series, New Jersey
Money Market Series and New York Money Market Series' 7-day tax equivalent yield
(assuming a federal tax rate of 36%) as of August 31, 1996 was 4.8%, 4.6%,  4.6%
and 4.7%, respectively.
 
    Comparative  performance  information  may  be used  from  time  to  time in
advertising or marketing the  money market series'  shares, including data  from
Lipper  Analytical  Services, Inc.,  IBC/Donoghue's Money  Fund Report  or other
industry publications.
 
    The money market series' yield fluctuates, and an annualized yield quotation
is not a representation by the money  market series as to what an investment  in
the  money market series will actually yield for any given period. Actual yields
will depend upon not only changes in interest rates generally during the  period
in  which the  investment in the  money market series  is held, but  also on any
realized or unrealized gains and losses and changes in the money market  series'
expenses.
 
    From  time to time,  the performance of  the 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 and the rate of inflation.(1)
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>               <C>                      <C>
Common Stocks       Long-Term Govt. Bonds  Inflation
10.2%                                4.8%       3.1%
</TABLE>
 
    (1)Source:  Ibbotson Associates,  "Stocks, Bonds,  Bills and Inflation--1995
Yearbook"  (annually  updates  the  work  of  Roger  G.  Ibbotson  and  Rex   A.
Sinquefield).  Used with permission.  All rights reserved.  Common stock returns
are based on the Standard & 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.
 
                       DISTRIBUTIONS AND TAX INFORMATION
 
DISTRIBUTIONS
 
    All of  the Fund's  net investment  income is  declared as  a dividend  each
business  day. Shares will begin earning dividends on the day following the date
on which  the shares  are issued,  the date  of issuance  customarily being  the
"settlement"  date. Shares continue  to earn dividends  until they are redeemed.
Unless the shareholder elects (by notice to the Dividend Disbursing Agent by the
first business day of the month) to receive monthly cash payments of  dividends,
such  dividends  will  be  automatically received  in  additional  series shares
monthly at net asset value on the payable date. In the event an investor redeems
all the shares in his or her account at any time during the month, all dividends
declared to the date of redemption will be paid to
 
                                      B-49
<PAGE>
him or her at the  time of the redemption. The  Fund's net investment income  on
weekends,  holidays and other days on which the Fund is closed for business will
be declared  as a  dividend  on shares  outstanding on  the  close of  the  last
business day on which the Fund was open for business. Accordingly, a shareholder
who redeems his or her shares effective as of 4:15 P.M. (4:30 P.M. for the money
market  series), New York time, on a  Friday earns a dividend which reflects the
income earned by the  Fund on the  following Saturday and  Sunday. On the  other
hand,  an investor whose purchase order is  effective as of 4:15 P.M. (4:30 P.M.
for the money market series), New York time, on a Friday does not begin  earning
dividends  until the following  business day. Net  investment income consists of
interest income accrued  on portfolio securities  less all expenses,  calculated
daily.
 
    Net realized capital gains, if any, will be distributed annually and, unless
the  shareholder elects to receive them  in cash, will be automatically received
in additional shares of a series.
 
    The per share dividends  on Class B  shares and Class C  shares of a  series
will  be lower than the per share dividends on Class A shares of the series as a
result of the  higher distribution-related  fee applicable  to the  Class B  and
Class  C shares. The per share distributions  of net capital gains, if any, will
be paid in the  same amount for Class  A, Class B and  Class C shares. See  "Net
Asset Value."
 
    Annually,  the Fund will mail to  shareholders information regarding the tax
status of dividends and distributions made by the Fund in the calendar year. The
Fund intends to report the proportion of all distributions that were  tax-exempt
for  that calendar year.  The percentage of income  designated as tax-exempt for
the calendar year  may be  substantially different  from the  percentage of  the
Fund's income that was tax-exempt for a particular period.
 
FEDERAL TAXATION
 
    Under  the Internal Revenue Code, each series  of the Fund is required to be
treated as a separate entity for federal income tax purposes.
 
    Each series  of  the Fund  has  elected to  qualify  and intends  to  remain
qualified to be treated as a regulated investment company under the requirements
of  Subchapter  M of  the Internal  Revenue Code  for each  taxable year.  If so
qualified, each series will not  be subject to federal  income taxes on any  net
investment  income and capital  gains, if any, realized  during the taxable year
which are distributed to shareholders. In addition, each series intends to  make
distributions  in accordance with the provisions of the Internal Revenue Code so
as to avoid the 4% excise tax on certain amounts remaining undistributed at  the
end  of  each calendar  year.  In order  to  qualify as  a  regulated investment
company, each series of the Fund must,  among other things, (a) derive at  least
90%  of  its annual  gross income  (without offset  for losses)  from dividends,
interest, payments with respect to securities  loans and gains from the sale  or
other  disposition of  stock or securities  or options thereon;  (b) derive less
than 30% of its annual gross income from gains (without offset for losses)  from
the  sale  or other  disposition of  stock, securities  or futures  contracts or
options thereon held for less than  three months; (c) diversify its holdings  so
that,  at the end of  each quarter of the  taxable year (i) at  least 50% of the
value of  the assets  of the  series  is represented  by cash,  U.S.  Government
securities  and other securities  limited, in respect  of any one  issuer, to an
amount not greater than 5% of the value  of the assets of the series and 10%  of
the  outstanding voting securities of such issuer, and (ii) not more than 25% of
the value of the assets of the series  is invested in the securities of any  one
issuer  (other  than  U.S. Government  securities);  and (d)  distribute  to its
shareholders at least 90% of its net investment income and net short-term  gains
(I.E.,  the excess  of net short-term  capital gains over  net long-term capital
losses) in each year.
 
    Gain or loss realized by a series from the sale of securities generally will
be treated as  capital gain  or loss;  however, gain  from the  sale of  certain
securities  (including municipal obligations) will be treated as ordinary income
to the  extent  of any  "market  discount".  Market discount  generally  is  the
difference,  if any, between the  price paid by the  series for the security and
the principal amount of the security (or, in the case of a security issued at an
original issue discount, the  revised issue price of  the security). The  market
discount  rule does not apply  to any security that was  acquired by a series at
its original issue.
 
    The purchase of  a put  option may  be subject to  the short  sale rules  or
straddle  rules (including the modified short  sale rule) for federal income tax
purposes. Absent a tax  election to the contrary,  gain or loss attributable  to
the  lapse, exercise or closing out of any such put option (or any other Section
1256 contract under the Internal
 
                                      B-50
<PAGE>
Revenue Code) will be treated as  60% long-term and 40% short-term capital  gain
or loss. On the last trading day of the fiscal year of a series, all outstanding
put  options as  well as certain  futures contracts  will be treated  as if such
positions were closed out at their closing price on such day, with any resulting
gain or loss  recognized as  60% long-term and  40% short-term  capital gain  or
loss. In addition, positions held by a series which consist of at least one debt
security  and at least  one put option  which substantially reduces  the risk of
loss of  the series  with respect  to  that debt  security constitute  a  "mixed
straddle"  which is governed by certain  provisions of the Internal Revenue Code
that may cause deferral  of losses, adjustments in  the holding periods of  debt
securities  and conversion of  short-term capital losses  into long-term capital
losses. Each  series may  consider making  certain tax  elections applicable  to
mixed  straddles. In  addition, the  conversion transaction  rules may  apply to
recharacterize certain capital gains as ordinary income.
 
    Each series' hedging activities may be affected by the requirement under the
Internal Revenue Code that less than 30% of a series' income be derived from the
sale or other disposition  of securities, futures  contracts, options and  other
instruments held for less than three months. From time to time, this requirement
may  cause a series to limit its acquisitions of futures contracts to those that
will not expire for at least three months. At the present time, there is only  a
limited  market for futures contracts on the  municipal bond index that will not
expire within three months.  Therefore, to meet the  30%/3 month requirement,  a
series may choose to use futures contracts based on fixed-income securities that
will not expire within three months.
 
    Since  each series is  treated as a  separate entity for  federal income tax
purposes,  the  determination  of   the  amount  of   net  capital  gains,   the
identification  of those gains as long-term  or short-term and the determination
of the amount of income  dividends of a particular series  will be based on  the
purchases  and sales of securities and the income received and expenses incurred
in that  series.  Net  capital  gains  of  a  series  which  are  available  for
distribution to shareholders will be computed by taking into account any capital
loss carryforward of the series.
 
    If  any  net long-term  capital gains  in excess  of net  short-term capital
losses are retained by a series  for investment, requiring federal income  taxes
to  be paid thereon by  the series, the series will  elect to treat such capital
gains as having been distributed to shareholders. As a result, shareholders will
be taxed on such amounts as long-term capital gains, will be able to claim their
proportionate share of the federal income taxes paid by the series on such gains
as a  credit against  their own  federal  income tax  liabilities, and  will  be
entitled  to increase the adjusted  tax basis of their  shares in such series by
the differences between their PRO RATA share of such gains and their tax credit.
 
    Subchapter M permits the character  of tax-exempt interest distributed by  a
regulated  investment  company to  flow through  as  tax-exempt interest  to its
shareholders provided that 50% or more of the value of its assets at the end  of
each  quarter  of its  taxable year  is  invested in  state, municipal  or other
obligations the interest  on which is  exempt for federal  income tax  purposes.
Distributions to shareholders of tax-exempt interest earned by any series of the
Fund  for the  taxable year are  not subject  to federal income  tax (except for
possible application  of the  alternative minimum  tax). Interest  from  certain
private  activity and other  bonds is treated  as an item  of tax preference for
purposes of  the  28%  alternative  minimum  tax  on  individuals  and  the  20%
alternative minimum tax on corporations. To the extent interest on such bonds is
distributed  to shareholders  of any  series of  the Fund,  shareholders will be
subject  to  the  alternative  minimum  tax  on  such  distributions.  Moreover,
exempt-interest  dividends, whether or  not on private  activity bonds, that are
held by  corporations  will  be  taken  into  account  (i)  in  determining  the
alternative  minimum  tax  imposed on  75%  of  the excess  of  adjusted current
earnings over  alternative  minimum  taxable income,  (ii)  in  calculating  the
environmental  tax equal to 0.12 percent of a corporation's modified alternative
minimum taxable income  in excess of  $2 million, and  (iii) in determining  the
foreign  branch profits  tax imposed on  the effectively  connected earnings and
profits (with adjustments) of United States branches of foreign corporations.
 
    Distributions of taxable  net investment  income and  of the  excess of  net
short-term  capital  gains  over net  long-term  capital losses  are  taxable to
shareholders as ordinary income.  None of the income  distributions of the  Fund
will be eligible for the deduction for dividends received by corporations.
 
    Distributions  of  the  excess  of  net  long-term  capital  gains  over net
short-term capital  losses  are taxable  to  shareholders as  long-term  capital
gains,  regardless of the length of time the shares of the series have been held
 
                                      B-51
<PAGE>
by such  shareholders. Such  distributions are  not eligible  for the  dividends
received  deduction. Distributions of long-term capital  gains of the series are
includable in income and may also be subject to the alternative minimum tax.
 
    Any short-term capital loss  realized upon redemption  of shares within  six
months  (or such shorter  period as may be  established by Treasury regulations)
from  the  date  of  purchase  of  such  shares  and  following  receipt  of  an
exempt-interest  dividend will  be disallowed to  the extent  of such tax-exempt
dividend. Any loss realized upon the redemption of shares within six months from
the date of purchase of such shares and following receipt of a long-term capital
gains distribution will be  treated as long-term capital  loss to the extent  of
such long-term capital gains distribution.
 
    Any loss realized on a sale, redemption or exchange of shares of the Fund 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.
 
    A shareholder  who  acquires shares  of  the  Fund and  sells  or  otherwise
disposes  of such  shares within 90  days of  acquisition may not  be allowed to
include certain sales charges incurred in acquiring such shares for purposes  of
calculating gain or loss realized upon a sale or exchange of shares of the Fund.
 
    Interest  on indebtedness incurred or  continued by shareholders to purchase
or carry  shares of  the Fund  will not  be deductible  for federal  income  tax
purposes.  In addition,  under rules  used by  the Internal  Revenue Service for
determining when borrowed  funds are considered  to be used  for the purpose  of
purchasing  or  carrying  particular  assets,  the  purchase  of  shares  may be
considered to have been made with borrowed funds even though the borrowed  funds
are not directly traceable to the purchase of shares.
 
    Persons  holding  certain municipal  obligations  who also  are "substantial
users" (or persons related thereto)  of facilities financed by such  obligations
may  not  exclude  interest on  such  obligations  from their  gross  income. No
investigation as  to  the users  of  the facilities  financed  by bonds  in  the
portfolios  of the Fund's series has been  made by the Fund. Potential investors
should consult their tax advisers with respect to this matter before  purchasing
shares of the Fund.
 
    From  time to time,  proposals have been introduced  before Congress for the
purpose of  restricting or  eliminating  the federal  income tax  exemption  for
interest  on certain  state and municipal  obligations. It can  be expected that
similar proposals may be introduced in  the future. Such proposals, if  enacted,
may  further  limit  the  availability of  state  or  municipal  obligations for
investment by the Fund and the value of portfolio securities held by the  series
may  be  adversely  affected.  In  such case,  each  series  of  the  Fund would
reevaluate its investment objective and policies.
 
    All distributions of taxable  net investment income  and net capital  gains,
whether  received in shares or cash, must be reported by each shareholder on his
or her federal income tax return. Shareholders electing to receive 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 applicable series  of the Fund  on the reinvestment  date. Distributions  of
tax-exempt  interest must also  be reported. Under federal  income tax law, each
series of the Fund will  be required to report  to the Internal Revenue  Service
all  distributions of taxable income and capital gains as well as gross proceeds
from the redemption or exchange of shares of such series, except in the case  of
certain  exempt  shareholders. Under  the backup  withholding provisions  of the
Internal Revenue Code, all  proceeds from the redemption  or exchange of  shares
are  subject to withholding of federal income tax at the rate of 31% in the case
of nonexempt shareholders who fail to furnish the appropriate series of the Fund
with their taxpayer  identification numbers on  IRS Form W-9  and with  required
certifications  regarding their  status under the  federal income  tax law. Such
withholding  is  also   required  on   taxable  dividends   and  capital   gains
distributions  unless  it  is  reasonably  expected that  at  least  95%  of the
distributions of  the  series are  comprised  of tax-exempt  dividends.  If  the
withholding  provisions  are applicable,  any  such distributions  and proceeds,
whether taken in cash or  reinvested in shares, will  be reduced by the  amounts
required  to be withheld. Investors may wish to consult their tax advisers about
the applicability of the backup withholding provisions.
 
                                      B-52
<PAGE>
STATE TAXATION
 
    The following discussion assumes that each series of the Fund qualified  for
each taxable year as a regulated investment company for federal tax purposes.
 
    CONNECTICUT.   Distributions from  the Connecticut Money  Market Series (the
Connecticut  Series)  to  individual  shareholders  of  the  Connecticut  Series
resident  in Connecticut  and Connecticut  resident trusts  and estates  are not
subject to  taxation pursuant  to the  Connecticut Personal  Income Tax  to  the
extent  that  such  distributions  constitute  exempt-interest  dividends  under
section 852(b)(5)  of the  Internal Revenue  Code and  are derived  from  income
received  by the Connecticut Series as interest from obligations of the State of
Connecticut or its political subdivisions (Connecticut Municipal Obligations) or
on obligations the  interest on which  is exempt from  state taxation under  the
laws  of the  United States  (including obligations  issued by  Puerto Rico, the
Virgin Islands and Guam). It is likely that capital gain dividends derived  from
the  sale  of Connecticut  Municipal  Obligations also  are  not subject  to the
Connecticut Personal Income Tax. Other distributions to individual  shareholders
resident  in Connecticut and to resident trusts and estates from the Connecticut
Series, including  capital gains  dividends derived  from sales  of  obligations
other  than Connecticut Municipal Obligations, exempt-interest dividends derived
from sources  other than  Connecticut Obligations,  and distributions  that  are
taxable  as dividends for  federal income tax  purposes are not  exempt from the
Connecticut Personal Income Tax. Individual shareholders and estates and  trusts
subject  to alternative minimum tax for federal tax purposes may also be subject
to alternative  minimum  tax  for Connecticut  Tax  purposes.  Exempt  interest-
dividends  other than  those derived from  Connecticut Obligations  and any loss
from the  sale or  exchange of  Connecticut  Obligations will  be added  to  the
alternative  minimum  tax  base,  while exempt  dividends  paid  by  a regulated
investment company, exempt interest-dividends derived from interest payments  on
Connecticut  Obligations and  capital gain  dividends derived  from the  sale of
Connecticut obligations are subtracted from the alternative minimum tax base for
Connecticut Tax purposes.
 
    Distributions  that  constitute  exempt-interest  dividends  under   section
852(b)(5)  of the Internal Revenue Code from the Connecticut Series to corporate
shareholders  (other  than  shareholders  that  are  S  Corporations)  that  are
apportioned  to Connecticut are subject to  taxation pursuant to the Connecticut
Corporation Business  Tax, whether  or not  derived from  Connecticut  Municipal
Obligations.  Distributions to  corporate shareholders  (other than shareholders
that are S  Corporations) from  the Connecticut Series  that constitute  capital
gains  for federal income tax purposes are  also subject to taxation pursuant to
the Connecticut Corporation  Business Tax.  Thirty percent  of distributions  to
corporate  shareholders (other than  shareholders that are  S Corporations) that
are taxable as dividends for federal income tax purposes generally is subject to
taxation pursuant  to the  Corporation Business  Tax and  the remaining  seventy
percent is not.
 
    Distributions   to  shareholders  of  the  Connecticut  Series  that  are  S
Corporations that constitute  either exempt-interest dividends,  whether or  not
derived  from  Connecticut  Municipal  Obligations,  capital  gain  dividends or
taxable dividends  for federal  income tax  purposes which  are required  to  be
separately  taken into  account by  shareholders of  S Corporations  for federal
income tax purposes  are not  subject to  taxation pursuant  to the  Connecticut
Corporation  Business Tax. For purposes of  the Connecticut Personal Income Tax,
Connecticut resident individual, trust and estate shareholders of S Corporations
are taxed on their PRO  RATA share of such separately  stated items in the  same
manner  and  to  the  same extent  as  if  received by  them  directly  from the
Connecticut Series.
 
    Shares of  the  Connecticut Series  will  not  be subject  to  the  personal
property tax in the State of Connecticut.
 
    Shareholders  of the  Connecticut Series  should consult  their tax advisers
about other  state  and  local  tax consequences  of  their  investment  in  the
Connecticut Series including the tax consequences of ceasing to be a resident of
Connecticut.
 
    FLORIDA.    Florida does  not  impose an  income  tax on  individuals. Thus,
individual shareholders of the Florida Series will not be subject to any Florida
state or local income taxes on distributions received from the Florida Series.
 
                                      B-53
<PAGE>
    Florida does  impose a  State  income tax  on  the income  of  corporations,
limited   liability  companies   and  certain  trusts   (excluding  probate  and
testamentary trusts)  that is  allocated or  apportioned to  Florida. For  those
shareholders,  in determining  income subject  to Florida  corporate income tax,
Florida generally  "piggy-backs" federal  taxable  income concepts,  subject  to
adjustments  that are applicable  to all corporations  and some adjustments that
are applicable to  certain classes  of corporations.  In regard  to the  Florida
Series,  the most significant  adjustment is for interest  income from state and
local bonds that is exempt  from tax under Section  103 of the Internal  Revenue
Code.  Provided  that the  Florida Series  qualifies  as a  regulated investment
company and  complies  with  the  requirements  of  the  Internal  Revenue  Code
necessary  to pay exempt-interest  dividends, including the  requirement that at
least 50% of the value of its assets at the close of each quarter of its taxable
year be invested in state, municipal or other obligations the interest on  which
is  exempt from tax under Section 103,  the corporate shareholders of the Series
may incur Section 103 interest  income from Florida Series distributions.  While
Section  103  interest  income is  generally  excluded from  taxable  income for
federal income tax  purposes, it  is added back  to taxable  income for  Florida
corporate  income  tax purposes  (only  40% of  such  income is  added  back for
corporate taxpayers subject to  Florida alternative minimum tax).  Consequently,
the  portion  of the  Section 103  interest income  (or 40%  of that  amount for
corporate taxpayers subject to the Florida alternative minimum tax) allocated or
apportioned to Florida of  a corporate Florida  Series shareholder arising  from
Florida Series distributions is subject to Florida corporate income taxes. Other
distributions  from the Florida Series to  corporate shareholders, to the extent
allocated or apportioned to Florida, may also be subject to Florida income tax.
 
    Provided that on and throughout January 1  of a given year the portfolio  of
assets  of the Florida Series will be comprised exclusively of notes, bonds, and
other obligations issued by the State of Florida or its municipalities, counties
and other  taxing districts,  the  United States  Government and  its  agencies,
Puerto  Rico, Guam  and the  Virgin Islands,  and other  investments exempt from
Florida intangible  personal property  tax, in  the opinion  of Florida  counsel
shares  of the Florida Series will not be subject to Florida intangible personal
property taxes  for that  year.  The Florida  Series  has obtained  a  technical
assistance advisement from the Florida Department of Revenue which confirms this
consequence.  If the Florida Series holds any  other type of asset on that date,
then the entire value of the Florida  Series shares (except for that portion  of
the  value attributable to  U.S. government obligations) will  be subject to the
intangible personal property tax.
 
    Shareholders of the Florida Series  should consult their tax advisers  about
other  state  and local  tax consequences  of their  investments in  the Florida
Series.
 
    HAWAII.  In the opinion of Hawaii tax counsel, distributions from the Hawaii
Series to Hawaii  residents will  not be  subject to  Hawaii income  tax to  the
extent  that  such  distributions  constitute  exempt  interest  dividends under
Section 852(b)(5)  of the  Internal Revenue  Code and  are derived  from  income
received  by  the Series  from obligations  which  pay interest  excludable from
Hawaii income tax. Other  distributions, including capital gains  distributions,
exempt  interest dividends derived from obligations  of states other than Hawaii
and  their  political  subdivisions,  and  distributions  that  are  taxable  as
dividends for federal income tax purposes are not exempt from Hawaii income tax.
 
    Distributions  from  the  Hawaii  Series  are  not  exempt  from  the Hawaii
Franchise Tax.  This  tax applies  to  banks, building  and  loan  associations,
financial  services loan  companies, financial corporations,  and small business
investment companies.
 
    Persons or entities  who are not  Hawaii residents should  generally not  be
subject  to Hawaiian income taxation on  dividends and distributions made by the
Series but may be subject to other state and local taxes.
 
    MARYLAND.  In the opinion  of Maryland tax counsel, individual  shareholders
of  the Maryland Series resident in Maryland, corporate shareholders (other than
financial institutions such as banks) of the Maryland Series and shareholders of
the Maryland Series that are trusts or  estates will not be subject to  Maryland
State  or local income taxes on  distributions received from the Maryland Series
to the extent that such distributions are attributable to interest on tax-exempt
obligations  of  the  State  of  Maryland  or  its  political  subdivisions  and
authorities, or obligations issued by the Governments of Puerto Rico, the Virgin
Islands  and Guam,  provided that the  Maryland Series qualifies  as a regulated
investment company and complies  with the requirements  of the Internal  Revenue
Code  necessary to pay exempt-interest  dividends including the requirement that
at least
 
                                      B-54
<PAGE>
50% of the value of its assets at the close of each quarter of its taxable  year
be  invested in state, municipal or other  obligations, the interest on which is
exempt from federal  income tax  under Section  103(a) of  the Internal  Revenue
Code.  Up  to 50  percent of  dividends  attributable to  exempt-interest income
received by the Maryland Series from obligations that are (i) "specified private
activity bonds"  within  the meaning  of  Section 57(a)(5)(C)  of  the  Internal
Revenue  Code and  (ii) not  issued by  the State  of Maryland  or its political
subdivisions and agencies could be subject to Maryland individual income tax.
 
    In addition,  distributions  received from  the  Maryland Series  which  are
attributable  to (i) gains realized  on the sale or  exchange of bonds issued by
the State of Maryland or its  political subdivisions and (ii) interest  received
by  the Maryland Series  on U.S. Government  obligations will not  be subject to
Maryland State and  local income  taxes. Other distributions  from the  Maryland
Series will generally not be exempt from Maryland State and local income taxes.
 
    Entities  subject to the  Maryland financial institution  franchise tax will
generally be subject to tax on all distributions from the Maryland Series.
 
    Shares of the Maryland Series will  not be subject to the Maryland  personal
property tax.
 
    Shareholders  of the Maryland Series should consult their tax advisers about
other state and  local tax  consequences of  their investments  in the  Maryland
Series.
 
    MASSACHUSETTS.    In  the  opinion  of  Massachusetts  tax  counsel,  if the
Massachusetts Series and the Massachusetts  Money Market Series each qualify  as
regulated   investment   companies,  (1)   individual  and   other  noncorporate
shareholders of each  Series resident in  Massachusetts will not  be subject  to
Massachusetts  personal income tax on distributions received from such Series to
the extent  such  distributions  are  attributable  to  interest  on  tax-exempt
obligations  of the Commonwealth of Massachusetts and its political subdivisions
and instrumentalities provided  that such Series  complies with the  requirement
that at least 50% of the value of its assets at the close of each quarter of its
taxable  year be invested in state, municipal or other obligations, the interest
on which is  excluded from gross  income for federal  income tax purposes  under
Section  103(a) of the Internal Revenue Code;  (2) such shareholders will not be
subject to  Massachusetts personal  income tax  on distributions  received  from
either  of  such Series  to the  extent such  distributions are  attributable to
interest on obligations  issued by the  Governments of Puerto  Rico, the  Virgin
Islands  or Guam; and (3) such shareholders will not be subject to Massachusetts
personal income  tax on  capital gain  dividends received  from either  of  such
Series  to the extent such capital  gain dividends are attributable to long-term
capital gains  realized on  the sale  or exchange  of Massachusetts  obligations
issued pursuant to legislation which specifically exempts capital gains from the
disposition  of such obligations from Massachusetts personal income tax; in each
case subject to  the requirement  that such  Series notify  its shareholders  in
writing within sixty days following the close of its taxable year of the portion
of any distribution qualifying for any such exemption.
 
    Other  distributions  from the  Massachusetts  Series and  the Massachusetts
Money Market Series  will generally  not be exempt  from Massachusetts  personal
income tax.
 
    Massachusetts Series and the Massachusetts Money Market Series distributions
will  not  be  excluded  from  net income  of  corporations  and  shares  of the
Massachusetts Series  and the  Massachusetts  Money Market  Series will  not  be
excluded  from the net worth of  intangible property corporations in determining
the Massachusetts excise tax on corporations.
 
    Shares of the Massachusetts Series and the Massachusetts Money Market Series
will not be subject to Massachusetts local property taxes.
 
    Shareholders of the Massachusetts Series and the Massachusetts Money  Market
Series  should  consult  their tax  advisers  about  other state  and  local tax
consequences  of  their  investments  in   the  Massachusetts  Series  and   the
Massachusetts Money Market Series.
 
    MICHIGAN.    Individual  shareholders  of the  Michigan  Series  residing in
Michigan will not be subject to Michigan personal income tax or personal  income
taxes  imposed by  cities in  Michigan, and  corporate shareholders  will not be
subject to the Michigan single business tax, on distributions received from  the
Michigan Series to the extent such distributions are attributable to interest on
tax-exempt obligations of the State of
 
                                      B-55
<PAGE>
Michigan  or any municipality,  political subdivision or  governmental agency or
instrumentality thereof or on  obligations issued by  the Governments of  Puerto
Rico,  the Virgin Islands  and Guam, provided that  the Michigan Series complies
with the requirement of the Internal Revenue Code that at least 50% of the value
of its assets at the  close of each quarter of  its taxable year is invested  in
state,  municipal  or other  obligations the  interest on  which is  exempt from
federal income tax under Section 103(a) of the Internal Revenue Code.
 
    Other distributions from  the Michigan  Series, including  those related  to
long-term  and short-term capital  gains, will generally not  be exempt from the
Michigan personal income tax or single business tax.
 
    Income from the Michigan Series, to  the extent attributable to interest  on
obligations  issued by Michigan or its  political subdivisions, will be excluded
for purposes of determining yield under the Michigan intangibles tax.
 
    The Fund has obtained rulings from the Michigan Department of Treasury which
confirm these  state  tax consequences  for  Michigan resident  individuals  and
corporations.  Shareholders  of the  Michigan  Series should  consult  their tax
advisers about other state  and local tax consequences  of their investments  in
the Michigan Series.
 
    NEW  JERSEY.    In  the  opinion  of  New  Jersey  tax  counsel,  individual
shareholders of the  New Jersey Series  and the New  Jersey Money Market  Series
resident  in New Jersey  and shareholders of  the New Jersey  Series and the New
Jersey Money Market Series that are trusts or estates will not be subject to New
Jersey income tax  on distributions received  from either series  to the  extent
that  such distributions are attributable  to interest on tax-exempt obligations
of the State  of New Jersey  or its political  subdivisions and authorities,  or
obligations  issued by  the Governments of  Puerto Rico, the  Virgin Islands and
Guam, provided that the relevant Series complies with the requirement of the New
Jersey Gross Income Tax Act  that (1) 80% of  the aggregate principal amount  of
all  its investments (excluding cash, cash  items and receivables, and financial
options, futures,  forward contracts,  or  other similar  financial  instruments
related  to interest-bearing  obligations, obligations  issued at  a discount or
bond indexes  related thereto  that  are related  to  such series'  business  of
investing  in  securities  (Related  Financial  Instruments))  are  invested  in
obligations issued  by  the State  of  New Jersey  or  any of  its  agencies  or
political subdivisions, or other obligations exempt from state or local taxation
under the laws of New Jersey and the United States and (2) it has no investments
other  than interest bearing obligations, obligations  issued at a discount, and
cash and cash items, including receivables, and Related Financial Instruments.
 
    Distributions received by shareholders who are resident individuals,  trusts
or  estates from the  New Jersey Series  and the New  Jersey Money Market Series
which are attributable to gains realized on the sale or exchange of bonds issued
by the State of  New Jersey or  its political subdivisions  are exempt from  New
Jersey  income tax. Other distributions  from the New Jersey  Series and the New
Jersey Money Market Series, including those related to long-term and  short-term
capital  gains from other  bonds, will generally  not be exempt  from New Jersey
income tax.
 
    Shareholders of the New Jersey Series and the New Jersey Money Market Series
should consult their tax advisers about  other state and local tax  consequences
of their investments in these Series.
 
    NEW  YORK.   The New  York State  franchise tax  law and  the New  York City
general corporation tax law  have special provisions  governing the taxation  of
regulated  investment companies  which elect to  be treated and  qualify as such
under Subchapter M of the Internal Revenue Code. Assuming that (1) the New  York
Series  and the New York Money Market Series  (the Series) each are treated as a
separate entity for federal income and  New York purposes, (2) each such  Series
qualifies  as  a  regulated  investment  company  and  distributes  all  of  its
investment income (including interest on New York Obligations, described  below)
and  short-term and long-term capital gains so  as to have no federal income tax
liability, and  (3)  all of  the  assets of  each  Series consist  of  New  York
Obligations  (as  described  below),  other  governmental  obligations,  cash or
certain cash equivalents, each Series will  be subject only to nominal New  York
State  franchise and New York City  general corporation taxes of $325 (increased
by the applicable New  York State surcharges)  and $300, respectively.  However,
capital
 
                                      B-56
<PAGE>
gains retained by a Series could be subject to additional New York State or City
tax,  and  shareholders of  such Series  who  are State  or City  residents will
receive no State or City income tax credit for taxes paid by such Series.
 
    Individual shareholders of the  New York Series, the  New York Money  Market
Series  and the New  York Income Series resident  in New York  State will not be
subject to State income tax on distributions received from either Series to  the
extent such distributions are attributable to interest on tax-exempt obligations
of  the State of New York and its political subdivisions, and obligations of the
Governments of Puerto Rico, the Virgin Islands and Guam (New York  Obligations),
provided  that  such interest  is  exempt from  federal  income tax  pursuant to
Section 103(a)  of the  Internal  Revenue Code,  and  that the  relevant  Series
qualifies  as a regulated  investment company and  satisfies the requirements of
the Internal Revenue Code necessary to pay exempt-interest dividends,  including
the  requirement that at  least 50% of the  value of its assets  at the close of
each quarter  of its  taxable year  be  invested in  state, municipal  or  other
obligations  the interest  on which  is excluded  from gross  income for federal
income  tax  purposes  under  Section  103(a)  of  the  Internal  Revenue  Code.
Individual shareholders who reside in New York City will be able to exclude such
distributions for City income tax purposes.
 
    Other  distributions from  the New  York Series,  the New  York Money Market
Series and the New York Income Series, including those related to long-term  and
short-term capital gains, will generally not be exempt from State or City income
tax.
 
    Distributions  from these  Series will not  be excluded from  net income and
shares of  these  Series  will  not  be  excluded  from  investment  capital  in
determining  State  or  City  franchise  and  corporation  taxes  for  corporate
shareholders.
 
    Shares of these Series  will not be  subject to any  State or City  property
tax.
 
    The  Fund has obtained  the opinion of  its New York  tax counsel to confirm
these State and City tax consequences for  the New York Series and the New  York
Money  Market Series and for New  York resident individuals and corporations who
are shareholders of the New  York Series and the  New York Money Market  Series.
The Fund anticipates receiving an opinion of its New York tax counsel to confirm
these State and City tax consequences for the New York Income Series and for New
York  residents who are shareholders of that series when such series is offered.
Shareholders of the New York  Series, the New York  Money Market Series and  the
New York Income Series should consult their advisers about other state and local
tax consequences of their investments in these Series.
 
    NORTH  CAROLINA.  In  the opinion of North  Carolina tax counsel, individual
shareholders resident  in North  Carolina and  shareholders that  are trusts  or
estates  will  not be  subject  to North  Carolina  income tax  on distributions
received from the  North Carolina Series  to the extent  such distributions  are
either  (i)  exempt from  federal  income tax  and  attributable to  interest on
obligations  of  North  Carolina   or  its  political  subdivisions;   nonprofit
educational  institutions  organized  or  chartered  under  the  laws  of  North
Carolina; or Guam, Puerto Rico or  the Virgin Islands including the  governments
thereof   and  their   agencies,  instrumentalities  and   authorities  or  (ii)
attributable to interest on direct obligations of the United States. These North
Carolina income tax  exemptions will  be available  only if  the North  Carolina
Series  complies with the requirement of the Internal Revenue Code that at least
50% of the value of its assets at the close of each quarter of its taxable  year
is  invested in state, municipal  or other obligations the  interest on which is
exempt from federal  income tax  under Section  103(a) of  the Internal  Revenue
Code.
 
    Other  distributions from the North Carolina Series (except distributions of
capital gains  attributable to  the sale  by  the North  Carolina Series  of  an
obligation  the profit from  which is exempt  by a North  Carolina statute) will
generally not be exempt from North Carolina income tax.
 
    Shares of the North  Carolina Series will not  be subject to an  intangibles
tax in North Carolina.
 
    The  Series  has  obtained  a  ruling  signed  by  the  Director  of  and an
Information Release issued by  the Individual Income Tax  Division of the  North
Carolina    Department   of    Revenue   which    form   the    basis   of   the
 
                                      B-57
<PAGE>
opinion of North Carolina  tax counsel regarding the  North Carolina income  tax
consequences of investments in the North Carolina Series for individuals, trusts
and  estates. The general practice in North Carolina is for taxpayers to rely on
rulings signed  by a  Division Director  and Information  Releases issued  by  a
Division.
 
    Shareholders  of the North Carolina Series should consult their tax advisers
about other state and local tax  consequences of their investments in the  North
Carolina Series.
 
    OHIO.   In the  opinion of Ohio  tax counsel, distributions  with respect to
shares of the Ohio  Series ("Distributions") that  are properly attributable  to
interest on, or profit made on the sale, exchange, or other disposition of, Ohio
Obligations  are  exempt from  the Ohio  personal income  tax and  municipal and
school district income taxes in Ohio, provided that the Ohio Series continues to
qualify as a regulated  investment company for federal  income tax purposes  and
that  at all times  at least 50%  of the value  of the total  assets of the Ohio
Series consists of Ohio Obligations, or  similar obligations of other states  or
their  subdivisions (but not including, for  this purpose, obligations of United
States territories  or possessions).  For purposes  of this  discussion of  Ohio
taxes,  (i) "Ohio Obligations" means  obligations issued by or  on behalf of the
State of Ohio, political subdivisions thereof and agencies and instrumentalities
of the State  or its  political subdivisions  and (ii)  it is  assumed that  the
regulated investment company and 50% requirements described above are satisfied.
 
    Distributions  are excluded from the net income base of the Ohio corporation
franchise tax to  the extent that  such Distributions are  either excluded  from
gross  income for  federal income tax  purposes or are  properly attributable to
interest on, or profit made on the sale, exchange or other disposition of,  Ohio
Obligations.  However,  shares of  the  Ohio Series  will  be includable  in the
computation of net worth for purposes of such tax.
 
    Distributions that are properly attributable  to interest on obligations  of
the  United  States  or its  territories  or  possessions or  of  any authority,
commission or instrumentality  of the United  States that is  exempt from  state
income  taxes under the laws of the  United States (including the obligations of
the Governments of Puerto Rico, the Virgin Islands and Guam) are exempt from the
Ohio personal income tax and municipal and school district income taxes in Ohio,
and are excluded from the net income base of the Ohio corporation franchise tax.
 
    Other Distributions will generally not be exempt from Ohio income tax.
 
    Shareholders of  the Ohio  Series should  consult their  tax advisers  about
other state and local tax consequences of their investments in the Ohio Series.
 
    PENNSYLVANIA.    Under  Pennsylvania  law,  individual  shareholders  of the
Pennsylvania Series who  are residents of  Pennsylvania will not  be subject  to
Pennsylvania personal income tax on distributions received from the Pennsylvania
Series  to  the  extent  such  distributions  are  attributable  to  interest on
tax-exempt obligations of  the Commonwealth and  its political subdivisions  and
authorities  or of  qualifying issuers  in Puerto  Rico, the  Virgin Islands and
Guam. Other distributions  from the  Pennsylvania Series will  generally not  be
exempt  from  Pennsylvania  personal  income  tax.  Distributions  paid  by  the
Pennsylvania Series will also  be exempt from  the Philadelphia School  District
investment  net income  tax for  individuals who  are residents  of the  City of
Philadelphia to  the extent  such  distributions are  derived from  interest  on
tax-exempt  obligations of the  Commonwealth and its  political subdivisions and
authorities or of  qualifying issuers  in Puerto  Rico, the  Virgin Islands  and
Guam,  or  to  the extent  such  distributions  are designated  as  capital gain
dividends for federal income tax purposes.
 
    Corporations which are subject to the Pennsylvania corporate net income  tax
will  not  be subject  to tax  on distributions  received from  the Pennsylvania
Series provided  that such  distributions are  not included  in federal  taxable
income determined before net operating loss deductions and special deductions.
 
    The  Pennsylvania  Series  will  not  be treated  as  a  taxable  entity and
therefore will  not  be subject  to  the  Pennsylvania personal  income  tax  or
corporate net income tax.
 
    In  addition,  shares of  the  Pennsylvania Series  will  not be  subject to
personal property  taxation in  Pennsylvania to  the extent  that the  portfolio
securities  owned by the Pennsylvania Series on the annual assessment date would
not be subject to such taxation if owned by a resident of Pennsylvania.  Because
the Pennsylvania
 
                                      B-58
<PAGE>
Series  will invest  predominantly in  obligations of  the Commonwealth  and its
political subdivisions and  authorities, which  obligations are  not subject  to
personal  property taxation in  Pennsylvania, only a small  fraction, if any, of
the value of the shares of the Pennsylvania Series would be subject to such tax.
 
    Shareholders of the  Pennsylvania Series should  consult their tax  advisers
about  other  state  and local  tax  consequences  of their  investments  in the
Pennsylvania Series.
 
                        ORGANIZATION AND CAPITALIZATION
 
    The Fund is a Massachusetts  business trust established under a  Declaration
of  Trust  dated May  18, 1984,  as amended.  The Declaration  of Trust  and the
By-Laws of the Fund are designed to make the Fund similar in most respects to  a
Massachusetts  business corporation.  The principal distinction  between the two
forms relates to shareholder liability; under Massachusetts law, shareholders of
a business trust  may, in certain  circumstances, be held  personally liable  as
partners  for  the  obligations  of the  Fund,  which  is not  the  case  with a
corporation. The Declaration  of Trust  of the Fund  provides that  shareholders
shall  not be subject to  any personal liability for  the acts or obligations of
the Fund and that every written obligation, contract, instrument or  undertaking
made  by the Fund shall contain a  provision to the effect that the shareholders
are not individually bound thereunder.
 
    Counsel for the Fund have advised  the Fund that no personal liability  will
attach  to the shareholders under any undertaking containing such provision when
adequate  notice  of  such  provision  is  given,  except  possibly  in  a   few
jurisdictions.  With respect to all types  of claims in the latter jurisdictions
and with respect to tort claims, contract claims where the provision referred to
is omitted  from  the  undertaking,  claims  for  taxes  and  certain  statutory
liabilities  in other jurisdictions, a shareholder may be held personally liable
to the extent that claims are not  satisfied by the Fund. However, upon  payment
of any such liability the shareholder will be entitled to reimbursement from the
general assets of the Fund. The Trustees intend to conduct the operations of the
Fund,  with the  advice of  counsel, in  such a way  so as  to avoid,  as far as
possible, ultimate liability of the shareholders for liabilities of the Fund.
 
    The Declaration of Trust further provides that no Trustee, officer, employee
or agent of  the Fund is  liable to  the Fund or  to a shareholder,  nor is  any
Trustee,  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,  her
or  its  own  bad  faith,  willful  misfeasance,  gross  negligence  or reckless
disregard of his, her  or its duties.  It also provides  that all third  parties
shall look solely to the Fund property or the property of the appropriate series
of the Fund for satisfaction of claims arising in connection with the affairs of
the  Fund  or of  the  particular series  of  the Fund,  respectively.  With the
exceptions stated, the Declaration of Trust permits the Trustees to provide  for
the  indemnification  of Trustees,  officers, employees  or  agents of  the Fund
against all liability in connection with the affairs of the Fund.
 
    Other distinctions between a corporation and a Massachusetts business  trust
include  the requirement that corporations hold annual meetings of shareholders,
which business trusts are not required to do.
 
    The Fund and all  series thereof shall continue  without limitation of  time
subject  to the provisions in the Declaration of Trust concerning termination by
action of  the  shareholders  or  by  the Trustees  by  written  notice  to  the
shareholders.
 
    The authorized capital of the Fund consists of an unlimited number of shares
of  beneficial interest, $.01 par value,  issued in separate series. Each series
of the Fund, for federal income  tax and Massachusetts state law purposes,  will
constitute  a separate  trust which  will be governed  by the  provisions of the
Declaration of  Trust.  All  shares  of  any  series  of  the  Fund  issued  and
outstanding  will be fully  paid and non-assessable  by the Fund.  Each share of
each series represents an equal proportionate interest in that series with  each
other  share of that  series. The assets of  the Fund received  for the issue or
sale of the shares of each series and all income, earnings, profits and proceeds
thereof, subject only to the rights  of creditors of such series, are  specially
allocated  to such series  and constitute the underlying  assets of such series.
The underlying assets of each series are segregated on the books of account  and
are  to be  charged with the  liabilities in respect  to such series  and with a
share of the general liabilities of  the Fund. Under no circumstances would  the
assets  of a series be used to meet liabilities which are not otherwise properly
chargeable to it.  Expenses with respect  to any two  or more series  are to  be
 
                                      B-59
<PAGE>
allocated in proportion to the asset value of the respective series except where
allocations of direct expenses can otherwise be fairly made. The officers of the
Fund,  subject to  the general  supervision of the  Trustees, have  the power to
determine which liabilities are allocable to a given series or which are general
or allocable to two or more series. Upon redemption of shares of a series of the
Fund, the shareholder will receive proceeds solely of the assets of such series.
In the event of the dissolution or  liquidation of the Fund, the holders of  the
shares of any series are entitled to receive as a class the underlying assets of
such series available for distribution to shareholders.
 
    Shares  of the Fund entitle their holders to one vote per share. However, on
any matter submitted to a vote of the shareholders, all shares then entitled  to
vote  will  be voted  by  individual series,  unless  otherwise required  by the
Investment Company  Act  (in  which  case  all  shares  will  be  voted  in  the
aggregate).  For example, a  change in investment  policy for a  series would be
voted upon only by shareholders  of the series involved. Additionally,  approval
of  the investment advisory agreement is a matter to be determined separately by
each series. Approval by the shareholders of one series is effective as to  that
series  whether or not  enough votes are  received from the  shareholders of the
other series to approve the proposal as to those series.
 
    The Fund does not intend to hold annual meetings of shareholders.
 
    Pursuant to  the  Declaration  of  Trust, the  Trustees  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  valuation
procedures)  and additional classes of shares  within any series (which would be
used to distinguish among the rights of different categories of shareholders, as
might be required by future regulations or other unforeseen circumstances)  with
such  preferences, privileges, limitations and voting and dividend rights as the
Trustees may determine. All consideration received by the Fund for shares of any
additional series  or class,  and  all assets  in  which such  consideration  is
invested,  would belong to that  series or class (subject  only to the rights of
creditors of  such series  or class)  and would  be subject  to the  liabilities
related  thereto. Pursuant  to the Investment  Company Act,  shareholders of any
additional series or class of shares would normally have to approve the adoption
of any advisory contract relating to such series or class and of any changes  in
the investment policies related thereto.
 
    The  Trustees themselves have the power to alter the number and the terms of
office of the Trustees,  and they may  at any time lengthen  their own terms  or
make  their terms of unlimited  duration (subject to removal  upon the action of
two-thirds of the outstanding shares  of beneficial interest) and appoint  their
own  successors, provided that always  at least a majority  of the Trustees 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 Trustees being selected, while the holders of the
remaining shares would be unable to elect any Trustees.
 
               CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
                          AND INDEPENDENT ACCOUNTANTS
 
    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 cash and  certain financial and  accounting
books  and records pursuant to an agreement with  the Fund. See "How the Fund is
Managed--  Custodian  and  Transfer  and  Dividend  Disbursing  Agent"  in   the
Prospectus of each series.
 
    Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison, New
Jersey  08837, serves as Transfer and Dividend Disbursing Agent of the Fund. Its
mailing address is P.O. Box 15005, New Brunswick, New Jersey 08906-5005. PMFS is
a wholly-owned  subsidiary  of  PMF. 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, payment of dividends and distributions and related functions. For these
services,  PMFS receives an annual fee per shareholder account, in addition to a
new 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
 
                                      B-60
<PAGE>
postage,  stationery, printing, allocable communication and other costs. For the
fiscal year ended August 31,  1996, the Fund incurred  fees for the services  of
PMFS in the following amounts with respect to each currently existing series:
 
<TABLE>
<CAPTION>
                                                      TRANSFER AGENCY
SERIES                                                      FEES
- ----------------------------------------------------  ----------------
<S>                                                   <C>
Connecticut Money Market............................    $     35,000
Florida.............................................          40,000
Hawaii Income.......................................           5,500
Maryland............................................          31,000
Massachusetts.......................................          35,000
Massachusetts Money Market..........................          25,000
Michigan............................................          49,000
New Jersey..........................................         110,000
New Jersey Money Market.............................          87,000
New York............................................         165,000
New York Money Market...............................         137,000
North Carolina......................................          37,000
Ohio................................................          72,000
Pennsylvania........................................         190,000
</TABLE>
 
    Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281,
serves  as the  Fund's independent accountants  and in that  capacity audits the
Fund's annual financial statements.
 
                   DESCRIPTION OF TAX-EXEMPT SECURITY RATINGS
 
MOODY'S INVESTORS SERVICE
 
BOND RATINGS
 
    Aaa:  Bonds that are  rated Aaa are judged to  be of the best quality.  They
carry  the smallest degree of  investment risk and are  generally referred to as
"gilt edge". 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 such issues.
 
    Aa:   Bonds that  are 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 that
make the long-term risks appear somewhat larger than in Aaa securities.
 
    A:  Bonds that are 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
that suggest a susceptibility to impairment sometime in the future.
 
    Baa:   Bonds that are 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.
 
    Bonds rated  within the  Aa, A  and Baa  categories which  Moody's  believes
possess  the strongest credit attributes  within those categories are designated
by the symbols Aa1, A1 and Baa1.
 
                                      B-61
<PAGE>
SHORT-TERM RATINGS
 
    Moody's  ratings  for  tax-exempt  notes  and  other  short-term  loans  are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the  differences between short-term and long-term credit risk. Loans bearing the
designation MIG  1  are of  the  best  quality, enjoying  strong  protection  by
established  cash flows, superior liquidity  support or demonstrated broad-based
access to the market for refinancing. Loans bearing the designation MIG 2 are of
high quality with margins of  protection ample although not  so large as in  the
preceding  group. Loans bearing the designation  MIG 3 are of favorable quality,
with all  security  elements accounted  for  but  lacking the  strength  of  the
preceding  grades. Loans bearing the designation  MIG 4 are of adequate quality.
Protection commonly regarded and required  of an investment security is  present
and  although  not distinctly  or predominantly  speculative, there  is specific
risk.
 
SHORT-TERM DEBT RATINGS
 
    Moody's Short-Term Debt Ratings  are opinions of the  ability of issuers  to
repay  punctually  senior  debt  obligations  having  an  original  maturity not
exceeding one year.
 
    Prime-1:   Issuers rated  at  Prime-1 (or  supporting institutions)  have  a
superior ability for repayment of senior short-term debt obligations.
 
    Prime-2:   Issuers rated Prime-2 (or  supporting institutions) have a strong
ability for repayment of senior short-term debt obligations.
 
STANDARD & POOR'S RATINGS GROUP
 
BOND RATINGS
 
    AAA:  Debt rated AAA has the  highest rating assigned by S&P's. Capacity  to
pay interest and repay principal is extremely strong.
 
    AA:   Debt  rated AA has  a very strong  capacity to pay  interest and repay
principal and differs from the highest-rated issues only in small degree.
 
    A:  Debt rated A has a  strong capacity to pay interest and repay  principal
although  it is somewhat more  susceptible to the adverse  effects of changes in
circumstances and economic conditions than debt in higher-rated categories.
 
    BBB:  Debt  rated BBB  is regarded  as having  an adequate  capacity to  pay
interest  and repay principal. Whereas  it normally exhibits 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
debt in this category than for debt in higher-rated categories.
 
MUNICIPAL NOTES
 
    An S&P  municipal note  rating reflects  the liquidity  concerns and  market
access  risks unique to municipal notes. Municipal  notes maturing in 3 years or
less will likely receive a municipal note rating, while notes maturing beyond  3
years will most likely receive a long-term debt rating.
 
    SP-1:    Strong  capacity  to  pay  principal  and  interest.  Those  issues
determined to possess very strong safety  characteristics are given a plus  sign
(+) designation.
 
    SP-2:    Satisfactory  capacity to  pay  principal and  interest,  with some
vulnerability to adverse  financial and economic  changes over the  term of  the
notes.
 
COMMERCIAL PAPER RATINGS
 
    S&P's  commercial paper ratings are current assessments of the likelihood of
timely payment of debt considered short-term in the relevant market.
 
    A-1:  This highest  category indicates that the  degree of safety  regarding
timely  payment is strong.  Those issues determined  to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
 
    A-2:   Capacity  for timely  payment  on  issues with  this  designation  is
satisfactory.  However, the  relative degree  of safety  is not  as high  as for
issues designated A-1.
 
                                      B-62
<PAGE>

Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Connecticut St. Dev. Auth.,
   Conco Proj., Ser. 85, F.R.W.D.                                P-1             3.40%         9/05/96   $  1,700     $ 1,700,000
   Ind. Dev., Shelton Inn L.P., Ser. 86, F.R.M.D.                P-1             4.00          9/03/96      1,000       1,000,000
   Lt. & Pwr. Co. Proj., Ser. 93B, F.R.W.D.                      VMIG1           3.50          9/04/96      3,200       3,200,000
   Poll. Ctrl. Rev., Conn Lt. & Pwr. Co., Proj. A, Ser.
      96A, F.R.W.D.                                              P-1             3.50          9/05/96      2,200       2,200,000
   Poll. Ctrl. Rev., W. Mass. Elec. Co., Ser. 93A, F.R.W.D.      VMIG1           3.45          9/04/96      3,200       3,200,000
   Rand Whitney Container Bd., Ser. 93, F.R.W.D.                 P-1             3.20          9/04/96      2,500       2,500,000
   SHW Inc. Proj., Ser. 90, F.R.W.D.                             NR              3.55          9/04/96      3,600       3,600,000
Connecticut St. Hlth. & Edl. Facs. Auth. Rev.,
   Charlotte-Hungerford, Ser. B, F.R.W.D.                        VMIG1           3.30          9/05/96      1,600       1,600,000
   Pomfret School Issue, Ser. A, F.R.W.D.                        VMIG1           3.15          9/04/96      1,000       1,000,000
   Yale Univ., Ser. L, T.E.C.P.                                  VMIG1           3.40          9/05/96      1,100       1,100,000
   Yale Univ., Ser. N, T.E.C.P.                                  VMIG1           3.40          9/05/96      1,500       1,500,000
Connecticut St. Hsg. Fin. Auth. Prog., Ser. A-4, A.M.T.          VMIG1           3.65          4/10/97      2,200       2,200,000
Connecticut St. Mun. Elec. Engy., Pwr. Supply Sys. Rev.,
   Ser. 95A, T.E.C.P.                                            P-1             3.45         10/16/96      1,600       1,600,000
Connecticut St. Spec. Assmt., Unemployment Comp., Ser. 93C,
   A.M.T.                                                        VMIG1           3.90          7/01/97      5,000       5,000,000
Connecticut St. Spec. Tax Oblig., Trans. Infrastructure
   Rev., Ser. 90I, F.R.W.D.                                      VMIG1           3.35          9/04/96      5,145       5,145,000
Decatur Alabama Indl. Dev. Brd. Solid Waste Disp. Rev.,
   Ser. 95, F.R.D.D.                                             P-1             3.95          9/03/96        600         600,000
East Hartford Connecticut, B.A.N.                                NR              3.75          1/27/97      2,000       2,003,123
Fairfield Connecticut, B.A.N.                                    NR              3.75          1/15/97      1,680       1,682,110
Gulf Coast Indl. Dev. Auth., Texas, Solid Waste Disp. Rev.,
   Citgo Petroleum Corp. Proj., Ser. 95, F.R.D.D.                VMIG1           4.00          9/03/96      2,400       2,400,000
Hartford Connecticut Redev. Agcy. MultiFamily Mtge.,
   Underwood Twrs. Proj., Ser. 90, F.R.W.D.                      A1+(d)          3.45          9/05/96      2,800       2,800,000
Litchfield Connecticut, B.A.N.                                   NR              4.00         10/24/96        943         943,341
Mashantucket Western Connecticut,
   Ser. 96, T.E.C.P.                                             P-1             3.55         10/03/96      3,000       3,000,000
   Ser. 96, T.E.C.P.                                             P-1             3.60         11/07/96      2,700       2,700,000
Puerto Rico Comnwlth. Hwy. & Trans. Auth. Rev., Ser. 85,
   F.R.W.D.                                                      VMIG1           3.10          9/04/96        200         200,000
Puerto Rico Elec. Pwr. Auth. Rev., Ser. K                        Aaa             9.25          7/01/97      1,000(e)    1,063,333
Puerto Rico Hsg. Fin. Corp., MultiFamily Mtge. Rev.,
   Portfolio A, Ser. 90I, M.O.T.                                 Aa              3.55          9/15/96      2,455       2,455,000
Puerto Rico Ind. Med. & Environ. Poll. Ctrl. Fac. Fin.
   Auth. Rev., Ser. 83A, A.O.T.                                  NR              3.80         12/01/96      2,500       2,500,000
Puerto Rico Public Bldgs. Auth. Rev., Ser. SG34, F.R.W.D.        A1+(d)          3.40          9/05/96      3,000       3,000,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-63

<PAGE>
Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
St. Charles Parish Louisiana, Poll. Ctrl. Rev., Shell Oil
   Co. Norco Proj., Ser. 91, F.R.D.D.                            VMIG1           3.95%         9/03/96   $  1,600     $ 1,600,000
Stamford Connecticut Hsg. Auth. Rev., Morgan Street Proj.,
   Ser. 94, F.R.W.D.                                             VMIG1           3.35          9/04/96      1,500       1,500,000
Washington St. Hsg. Fin. Commission, Ser. 91, F.R.D.D.           VMIG1           3.95          9/03/96      1,300       1,300,000
Windham Connecticut, General Obligation, B.A.N.                  NR              3.50         12/17/96      3,200       3,201,903
                                                                                                                      -----------
Total Investments--89.5%
   (amortized cost--$69,493,810 (c))                                                                                   69,493,810
Other assets in excess of liabilities--10.5%                                                                            8,188,783
                                                                                                                      -----------
Net Assets--100%                                                                                                      $77,682,593
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.T.--Annual Mandatory Tender.
    A.O.T.--Annual Optional Tender.
    B.A.N.--Bond Anticipation Note.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.M.D.--Floating Rate (Monthly) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    M.O.T.--Monthly Optional Tender.
    T.E.C.P.--Tax Exempt Commercial Paper.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) The cost of securities for federal income tax purposes is substantially the
    same as for financial reporting purposes.
(d) Standard & Poor's rating.
(e) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                     B-64

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities          CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
Assets                                                                                                         August 31, 1996
<S>                                                                                                              <C>
Investments, at amortized cost which approximates market value.............................................      $   69,493,810
Cash.......................................................................................................           2,787,038
Receivable for Series shares sold..........................................................................           5,284,943
Receivable for investments sold............................................................................           3,000,000
Interest receivable........................................................................................             530,012
Deferred expenses and other assets.........................................................................               2,207
                                                                                                                 ---------------
   Total assets............................................................................................          81,098,010
                                                                                                                 ---------------
Liabilities
Payable for investments purchased..........................................................................           2,700,000
Payable for Series shares reacquired.......................................................................             607,131
Accrued expenses and other liabilities.....................................................................              43,696
Dividends payable..........................................................................................              36,096
Distribution fee payable...................................................................................              18,116
Management fee payable.....................................................................................               7,678
Deferred trustee's fees....................................................................................               2,700
                                                                                                                 ---------------
   Total liabilities.......................................................................................           3,415,417
                                                                                                                 ---------------
Net Assets.................................................................................................      $   77,682,593
                                                                                                                 ---------------
                                                                                                                 ---------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value........................................................      $      776,826
   Paid-in capital in excess of par........................................................................          76,905,767
                                                                                                                 ---------------
Net assets, August 31, 1996................................................................................      $   77,682,593
                                                                                                                 ---------------
                                                                                                                 ---------------
Net asset value, offering price and redemption price per share ($77,682,593 / 77,682,593 shares of
   beneficial interest issued and outstanding; unlimited number of shares authorized)......................                $1.00
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                       B-65

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
CONNECTICUT MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest and discount earned...............     $ 2,669,092
                                                 ---------------
Expenses
   Management fee.............................         372,880
   Distribution fee...........................          93,220
   Custodian's fees and expenses..............          44,000
   Transfer agent's fees and expenses.........          35,000
   Registration fees..........................          26,000
   Reports to shareholders....................          23,000
   Amortization of organization expense.......          13,790
   Audit fee and expenses.....................          11,100
   Legal fees and expenses....................           5,000
   Trustees' fees.............................           4,600
   Miscellaneous..............................           2,576
                                                 ---------------
      Total expenses..........................         631,166
Less: Management fee waiver (Note 2)..........        (279,660)
    Custodian fee credit......................          (8,450)
                                                 ---------------
      Net expenses............................         343,056
                                                 ---------------
Net investment income.........................       2,326,036
Realized Loss on Investments
Net realized loss on investments..............            (911)
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 2,325,125
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
CONNECTICUT MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------


<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
in Net Assets                          1996            1995
<S>                                <C>             <C>
Operations
   Net investment income........   $  2,326,036    $  1,812,631
   Net realized gain (loss) on
      investment transactions...           (911)            714
                                   ------------    ------------
   Net increase in net assets
      resulting from
      operations................      2,325,125       1,813,345
                                   ------------    ------------
Dividends and distributions to
   shareholders.................     (2,325,125)     (1,813,345)
                                   ------------    ------------
Series share transactions (at $1
   per share)
   Net proceeds from shares
      sold......................    288,309,868     234,075,262
   Net asset value of shares
      issued to shareholders in
      reinvestment of dividends
      and distributions.........      2,252,473       1,751,916
   Cost of shares reacquired....   (275,746,533)   (227,262,566)
                                   ------------    ------------
   Net increase in net assets
      from Series share
      transactions..............     14,815,808       8,564,612
                                   ------------    ------------
Total increase..................     14,815,808       8,564,612
Net Assets
Beginning of year...............     62,866,785      54,302,173
                                   ------------    ------------
End of year.....................   $ 77,682,593    $ 62,866,785
                                   ------------    ------------
                                   ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-66

<PAGE>
                                           PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements              CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Connecticut Money Market Series (the
``Series'') commenced investment operations on August 5, 1991. The Series is
non-diversified and seeks to provide the highest level of income that is exempt
from Connecticut state, local and federal income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities having a maturity of
thirteen months or less and whose ratings are within the two highest ratings
categories by a nationally recognized statistical rating organization, or if not
rated, are of comparable quality. The ability of the issuers of the securities
held by the Series to meet their obligations may be affected by economic
developments in a specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 p.m., New York time.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis. Expenses are recorded on the accrual basis which may require the
use of certain estimates by management.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly. Income distributions and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.

Deferred Organization Expenses: The Series incurred $52,600 in organization and
initial registration expenses. Such amount was deferred and amortized over a
period of 60 months ended July 1996.

Custody Fee Credits: The Series has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the fiscal
year ended August 31, 1996, PMF voluntarily waived 75% of its management fee.
The amount of fees waived for the fiscal year ended August 31, 1996 amounted to
$279,660 ($.004 per share; .375% of average net assets).

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Fund through January 1,
1996. Effective January 2, 1996, Prudential Securities Incorporated (``PSI'')
became the distributor of the Fund and is serving the Fund under the same terms
and conditions as under the arrangement with PMFD. The Series reimbursed PMFD
and PSI for distributing and servicing the Series' shares pursuant to the plan
of distribution at an annual rate of .125 of 1% of the Series' average daily net
assets. The distribution fee is accrued daily and payable monthly.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- --------------------------------------------------------------------------------



                                      B-67
<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1996,
the Series incurred fees of approximately $31,300 for the services of PMFS. As
of August 31, 1996, approximately $2,500 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations also include certain
out-of-pocket expenses paid to non-affiliates.


                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights (Unaudited)             CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          Year Ended August 31,
                                         -------------------------------------------------------
                                          1996        1995        1994        1993        1992
                                         -------     -------     -------     -------     -------
PER SHARE OPERATING PERFORMANCE:
<S>                                      <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of year...    $  1.00     $  1.00     $  1.00     $  1.00     $  1.00
Net investment income and realized
  gains(a)...........................        .03         .03         .02         .02         .03
Dividends and distributions to
  shareholders.......................       (.03)       (.03)       (.02)       (.02)       (.03)
                                         -------     -------     -------     -------     -------
Net asset value, end of year.........    $  1.00     $  1.00     $  1.00     $  1.00     $  1.00
                                         -------     -------     -------     -------     -------
                                         -------     -------     -------     -------     -------
TOTAL RETURN(b):.....................       3.17%       3.16%       2.02%       2.20%       3.42%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)........    $77,683     $62,867     $54,302     $57,794     $40,480
Average net assets (000).............    $74,576     $57,103     $60,594     $53,152     $33,964
Ratios to average net assets(a):
  Expenses, including distribution
  fee................................        .47%        .58%        .54%        .39%        .13%
  Expenses, excluding distribution
    fee..............................        .35%        .46%        .42%        .26%        .00%
  Net investment income..............       3.12%       3.17%       1.99%       2.17%       3.20%
</TABLE>

- ---------------
(a) Net of management fee waiver and/or expense subsidy.
(b) Total return includes reinvestment of dividends and distributions.
- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-68

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Connecticut Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Connecticut
Money Market Series, as of August 31, 1996, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Connecticut Money Market Series, as of August 31, 1996, the results
of its operations, the changes in net assets, and its financial highlights for
the respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996




                                      B-69

<PAGE>
Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--98.0%
- ---------------------------------------------------------------------------------------------------------------------------------
Alachua Cnty. Hlth. Facs. Auth.,
   Santa Fe Healthcare Facs. Proj.                            AAA(c)            7.60%     11/15/13    $  1,750 (e)   $  1,973,930
   Shands Teaching Hosp. & Clinics, Ser. A, M.B.I.A.          Aaa               5.80      12/01/26       2,000          1,933,440
Alachua Cnty. Ind. Dev. Auth. Rev., HB Fuller Co. Proj.       NR                7.75      11/01/16       3,000          3,119,070
Brevard Cnty. Edl. Facs. Auth. Rev., Florida Inst. of
   Tech.                                                      BBB(c)            6.875     11/01/22       1,500          1,536,945
Brevard Cnty. Sch. Brd. Ctfs. of Part., Ser. A,
   A.M.B.A.C.                                                 Aaa               6.50       7/01/12       3,500 (e)      3,871,420
Broward Cnty. Edl. Facs. Auth. Rev., Nova Univ. Dorm.
   Proj., Ser. A                                              NR                7.50       4/01/17       1,500 (e)      1,691,580
Broward Cnty. Hlth. Facs. Auth., North Beach Hosp.,
   M.B.I.A.                                                   Aaa               6.75       8/15/06       1,000          1,095,800
City of Miami Beach, Wtr. & Swr. Rev., F.S.A.                 Aaa               5.375      9/01/15       2,000          1,898,480
Clay Cnty. Hsg. Fin. Auth. Rev., Sngl. Fam. Mtge., Ser.
   A, G.N.M.A.                                                Aaa               7.45       9/01/23         375            391,635
Coral Springs Impvt. Dist., Wtr. & Swr. Rfdg., M.B.I.A.       Aaa               6.00       6/01/10       1,000          1,056,620
Dade Cnty.,
   Pub. Impvt. J & K Seaport, M.B.I.A.                        Aaa               6.50      10/01/07       1,220          1,357,738
   Pub. Impvt. J & K Seaport, M.B.I.A.                        Aaa               6.50      10/01/10       1,555          1,720,499
Dade Cnty. Aviation Dept. Rev.,
   Ser. B, M.B.I.A.                                           Aaa               6.00      10/01/24       1,500          1,483,830
   Ser. E, A.M.B.A.C.                                         Aaa               5.50      10/01/10       1,000            993,180
Dade Cnty. Hlth. Facs. Auth. Rev., Baptist Hosp. of
   Miami Proj.,
   Ser. A, E.T.M., M.B.I.A.                                   Aaa               6.75       5/01/08         500            540,260
Dade Cnty. Hsg. Fin. Auth. Rev.,
   Sngl. Fam. Mtge., Ser. B, G.N.M.A                          Aaa               7.25       9/01/23         360            373,172
   Sngl. Fam. Mtge., Ser. C, G.N.M.A.                         Aaa               7.75       9/01/22         820            862,394
Dade Cnty. Pub. Facs. Ref., Jackson Mem. Hosp., Ser. A,
   M.B.I.A.                                                   Aaa               4.875      6/01/15       3,000          2,638,230
Dade Cnty. Sch. Dist., Gen. Oblig., M.B.I.A.                  Aaa               6.00       7/15/06       3,500          3,736,180
Dade Cnty. Spl. Oblig., Metro Dade Fire & Rescue Svc.,
   F.G.I.C.                                                   Aaa               6.00       4/01/05       2,800          2,977,324
Duval Cnty. Hsg. Fin. Auth. Rev., Sngl. Fam. Mtge.,
   G.N.M.A.                                                   AAA(c)            8.375     12/01/14         515            543,109
Enterprise Cmnty. Dev. Dist., Osceola Co. Spl. Assmnt.,
   M.B.I.A.                                                   Aaa               6.00       5/01/10       2,320          2,390,876
Escambia Cnty. Hlth. Facs. Auth. Rev., Baptist Hosp.
   Inc., Ser. A                                               BBB+(c)           8.70      10/01/14       1,830          1,990,601
Escambia Cnty. Poll. Ctrl. Rev., Champion Int'l. Corp.
   Proj.                                                      Baa1              6.90       8/01/22       3,500          3,628,625
Escambia Cnty. Sch. Brd. Cert., M.B.I.A.                      Aaa               5.50       2/01/22       2,000          1,887,700
Florida St. Brd. of Ed. Cap. Outlay,
   Ser. A, F.G.I.C.                                           Aaa               5.00       1/01/15       1,000            909,290
   Ref. Pub. Ed., Ser. D                                      Aa                4.75       6/01/22       4,985          4,172,595
Florida St. Mun. Pwr. Agcy. Ref., Stanton II Proj.,
   A.M.B.A.C.                                                 Aaa               4.50      10/01/27       2,500          1,971,450
Gainesville Utils. Sys. Rev., Ser. A                          Aa                5.20      10/01/22       2,500          2,271,425
Hillsborough Cnty.,
   Cnty. Ctr. Proj., M.B.I.A.                                 Aaa               5.00       7/01/15       1,560          1,413,017
   Ref. Cnty. Ctr. Proj., M.B.I.A.                            Aaa               6.00       7/01/06       1,605          1,712,952
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-70

<PAGE>
Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Hillsborough Cnty. Ind. Dev. Auth., Poll. Ctrl. Rev.,
   Tampa Elec. Proj., Ser. 92                                 Aa3               8.00%      5/01/22    $  1,750       $  2,019,010
Indian Rvr. Cnty., Wtr. & Swr. Rev., F.G.I.C.                 Aaa               5.50       9/01/26       3,280          3,109,702
Jacksonville Elec. Auth. Rev., St. Johns Rvr. Pwr. Park
   Issue 2                                                    Aa1              Zero       10/01/10       3,000          1,359,240
Jacksonville Hlth. Facs. Auth. Hosp. Rev.,
   Nat'l. Ben. Assoc.                                         Baa1             7.00       12/01/22       1,825          1,857,047
   St. Lukes Hosp. Assoc. Proj.                               AA+(c)           7.125      11/15/20       1,000          1,082,010
Jacksonville Wtr. & Swr. Dev. Rev., Suburban Utils.           A3               6.75        6/01/22       1,000          1,046,720
Jacksonville Wtr. & Swr. Rev., United Wtr. Proj.,
   A.M.B.A.C.                                                 Aaa              6.35        8/01/25       1,500          1,552,455
Lake Cnty. Res. Rec., Ind. Dev. Rev., Ser. A                  Baa              5.95       10/01/13       1,035            989,543
Leon Cnty. Hsg. Fin. Auth. Rev.,
   Sngl. Fam. Mtge., Ser. A., G.N.M.A.                        Aaa              7.30        4/01/21         405            419,693
Martin Cnty. Ind. Dev. Auth. Rev., Indiantown Cogen
   Proj.                                                      Baa3             7.875      12/15/25       1,200          1,341,588
Martin Cnty. Ref., A.M.B.A.C.                                 Aaa              4.50        2/01/09       1,575          1,405,750
Miami Hlth. Facs. Auth. Rev., Mercy Hosp.                     A                8.125       8/01/11       1,000          1,072,360
Miami Spec. Oblig.,
   Admn. Bldg. Acquis. Proj., F.G.I.C.                        Aaa              6.00        2/01/16       1,500          1,517,880
   Admn. Bldg. Acquis. Proj., F.G.I.C.                        Aaa              6.00        2/01/25         500            504,355
Miramar Wstwtr. Impvt. Assmt., F.G.I.C.                       Aaa              6.75       10/01/16       2,500          2,743,475
Okaloosa Cnty. Cap. Impvt. Rev., M.B.I.A.                     Aaa              Zero       12/01/06         450            261,891
Orange Cnty. Hlth. Facs. Auth. Rev., Adventist Hlth.
   Sys., A.M.B.A.C.                                           Aaa               5.25      11/15/20       1,000            914,300
Orange Cnty. Hsg. Fin. Auth. Mtge. Rev., Ser. A,
   G.N.M.A.                                                   AAA(c)            7.375      9/01/24         420            438,262
Orange Cnty. Hsg. Fin. Rev. Auth.,
   MultiFam. Ashley Point Apts.                               BBB+(c)           6.85      10/01/16       1,200          1,224,360
   MultiFam. Ashley Point Apts.                               BBB+(c)           7.10      10/01/24         855            873,502
Orlando Utils. Commn., Wtr. & Elec., Ser. D                   Aa                6.75      10/01/17       2,200          2,481,226
Palm Beach Cnty. Hlth. Facs. Auth. Rev., Good Samaritan
   Hlth. Sys.                                                 A+(c)             6.30      10/01/22       1,000          1,014,420
Pensacola Hlth. Facs. Auth., Daughters of Charity,
   M.B.I.A.                                                   Aaa               5.25       1/01/11       1,600          1,529,984
Puerto Rico Comnwlth.,
   Gen. Oblig.                                                Baa1              6.45       7/01/17       1,400          1,472,702
   Gen. Oblig.                                                Baa1              6.50       7/01/23       2,650          2,793,391
   Gen. Oblig., F.S.A.                                        Aaa               7.958(d)   7/01/20       3,000          2,928,750
   Pub. Impvt., M.B.I.A.                                      Aaa               5.375      7/01/22       2,000          1,886,740
Puerto Rico Elec. Pwr. Auth. Rev.,
   Ser. R                                                     Baa1              6.25       7/01/17       5,000          5,058,050
   Pwr. Rev. Bds.                                             Baa1              5.50       7/01/20       1,665          1,536,262
   Ser. X                                                     Baa1              5.50       7/01/25       3,000          2,787,450
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-71
<PAGE>
Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Ind. Tour. Edl. Hosp. Auxil., Mut. Oblig.
   Grp. Proj., M.B.I.A.                                       Aaa               6.25%      7/01/24    $  2,635       $  2,728,042
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                 Aaa               7.116(d)   1/16/15       2,250          2,075,625
Sarasota Wtr. & Swr. Util. Ref., Ser. C, F.G.I.C.             Aaa               4.50      10/01/16       1,000            833,370
St. Petersburg Hlth. Facs. Auth. Rev., Allegheny Hlth.
   Proj., M.B.I.A.                                            Aaa               7.00      12/01/15       1,000          1,099,400
Tampa Gtd. Entitlement Rev., A.M.B.A.C.                       Aaa               7.05      10/01/07       2,000          2,215,040
Tampa Sports Auth. Rev., M.B.I.A.                             Aaa               5.75      10/01/20       1,000            999,940
Virgin Islands Terr., Hugo Ins. Claims Fund Proj., Ser.
   91                                                         NR                7.75      10/01/06       1,265          1,334,196
Volusia Cnty. Edl. Fac. Auth. Rev., Embry Riddle Univ.        AAA(c)            6.625     10/15/22       1,000          1,064,750
Volusia Cnty. Hlth. Facs. Auth. Rev., Mem. Hlth. Sys.
   Proj.                                                      BBB+(c)           8.25       6/01/20       2,000 (e)      2,269,120
                                                                                                                     ------------
Total long-term investments (cost $119,913,169)                                                                       121,984,968
                                                                                                                     ------------
SHORT-TERM INVESTMENTS--1.0%
Puerto Rico Comnwlth., Gov't. Dev. Bk., Ser. 85,
   F.R.W.D.                                                   VMIG1            3.10        9/04/96         100            100,000
St. Lucie Cnty. Solid Wst. Disp. Rev., F.R.D.D.               VMIG1            4.00        9/03/96       1,100          1,100,000
                                                                                                                     ------------
Total short-term investments (cost $1,200,000)                                                                          1,200,000
                                                                                                                     ------------
Total Investments--99.0%
(cost $121,113,169; Note 4)                                                                                           123,184,968
Other assets in excess of liabilities--1.0%                                                                             1,304,622
                                                                                                                     ------------
Net Assets--100%                                                                                                     $124,489,590
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
  A.M.B.A.C.--American Municipal Bond Assurance Corporation.
  E.T.M.--Escrowed to Maturity.
  F.G.I.C.--Financial Guaranty Insurance Company.
  F.R.D.D.--Floating Rate (Daily) Demand Note (b).
  F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
  F.S.A.--Financial Security Assurance.
  G.N.M.A.--Government National Mortgage Association.
  M.B.I.A.--Municipal Bond Insurance Association.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
interest rate. The rate shown is the rate at period end.
(e) Prerefunded issues are secured by escrowed cash and direct U.S. guaranteed
obligations.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-72
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                             <C>
Assets                                                                                                         August 31, 1996
Investments, at value (cost $121,113,169).................................................................       $ 123,184,968
Cash......................................................................................................              14,389
Interest receivable.......................................................................................           2,026,228
Receivable for Series shares sold.........................................................................              89,334
Receivable for investments sold...........................................................................              65,314
Prepaid expenses and other assets.........................................................................               3,838
                                                                                                                ---------------
   Total assets...........................................................................................         125,384,071
                                                                                                                ---------------
Liabilities
Payable for Series shares reacquired......................................................................             671,760
Dividends payable.........................................................................................             108,186
Accrued expenses and other liabilities....................................................................              59,392
Management fee payable....................................................................................              32,347
Distribution fee payable..................................................................................              20,096
Deferred trustees' fees...................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................             894,481
                                                                                                                ---------------
Net Assets................................................................................................       $ 124,489,590
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................       $     123,092
   Paid-in capital in excess of par.......................................................................         123,691,631
                                                                                                                ---------------
                                                                                                                   123,814,723
   Accumulated net realized loss on investments...........................................................          (1,396,932)
   Net unrealized appreciation on investments.............................................................           2,071,799
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................       $ 124,489,590
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($101,998,936 / 10,085,572 shares of beneficial interest issued and outstanding)....................               $10.11
   Maximum sales charge (3% of offering price)............................................................                 .31
                                                                                                                ---------------
   Maximum offering price to public.......................................................................              $10.42
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($14,698,364 / 1,453,225 shares of beneficial interest issued and outstanding)......................              $10.11
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($7,792,290 / 770,359 shares of beneficial interest issued and outstanding).........................              $10.11
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-73
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
FLORIDA SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1996
<S>                                            <C>
Income
   Interest.................................     $ 7,900,417
                                               ---------------
Expenses
   Management fee...........................         665,643
   Distribution fee--Class A................         112,266
   Distribution fee--Class B................          62,850
   Distribution fee--Class C................          62,195
   Custodian's fees and expenses............          59,000
   Reports to shareholders..................          42,000
   Transfer agent's fees and expenses.......          40,000
   Registration fees........................          32,000
   Audit fee and expenses...................          12,300
   Legal fees and expenses..................          10,000
   Trustees' fees...........................           3,900
   Miscellaneous............................           5,980
                                               ---------------
      Total expenses........................       1,108,134
   Less: Management fee waiver..............        (417,808)
      Expense subsidy (Note 4)..............         (86,788)
      Custodian fee credit..................          (2,769)
                                               ---------------
      Net expenses..........................         600,769
                                               ---------------
Net investment income.......................       7,299,648
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on:
   Investment transactions..................       3,128,437
   Financial futures contract
      transactions..........................         252,913
   Written option transactions..............          40,511
                                               ---------------
                                                   3,421,861
                                               ---------------
Net change in unrealized appreciation
   (depreciation) on:
   Investments..............................      (2,691,837)
   Financial futures contracts..............          46,875
                                               ---------------
                                                  (2,644,962)
                                               ---------------
Net gain on investments.....................         776,899
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 8,076,547
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
FLORIDA SERIES
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
in Net Assets                         1996              1995
<S>                              <C>                <C>
Operations
   Net investment income.......   $   7,299,648     $  8,313,464
   Net realized gain (loss) on
      investment
      transactions.............       3,421,861       (4,155,474)
   Net change in unrealized
      appreciation
      (depreciation) of
      investments..............      (2,644,962)       6,025,242
                                 ---------------    ------------
   Net increase in net assets
      resulting from
      operations...............       8,076,547       10,183,232
                                 ---------------    ------------
   Dividends from net
      investment income (Note
      1)
      Class A..................      (6,244,938)      (7,502,100)
      Class B..................        (647,226)        (262,158)
      Class C..................        (407,484)        (549,206)
                                 ---------------    ------------
                                     (7,299,648)      (8,313,464)
                                 ---------------    ------------
Series share transactions (net
   of share conversions) (Note
   6)
   Net proceeds from shares
      sold.....................      15,332,603       26,011,068
   Net asset value of shares
      issued in reinvestment of
      dividends................       3,085,406        3,653,143
   Cost of shares reacquired...     (33,022,261)     (39,832,414)
                                 ---------------    ------------
   Net decrease in net assets
      from Series share
      transactions.............     (14,604,252)     (10,168,203)
                                 ---------------    ------------
Total decrease.................     (13,827,353)      (8,298,435)
Net Assets
Beginning of year..............     138,316,943      146,615,378
                                 ---------------    ------------
End of year....................   $ 124,489,590     $138,316,943
                                 ---------------    ------------
                                 ---------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.                         


                                     B-74
  
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            FLORIDA SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund, (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Florida Series (the ``Series'') commenced
investment operations on December 28, 1990. The Series is non-diversified and
seeks to achieve its investment objective of providing the maximum amount of
income that is exempt from federal income taxes with the minimum of risk, and
investing in securities which will enable its shares to be exempt from the
Florida intangibles tax by investing in ``investment grade'' tax-exempt
securities whose ratings are within the four highest ratings categories by a
nationally recognized statistical rating organization or, if not rated, are of
comparable quality. The ability of the issuers of the securities held by the
Series to meet their obligations may be affected by economic developments in a
specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.

The Series invests in financial futures contracts in order to hedge its existing
portfolio securities, or securities the Series intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.

Options: The Series may either purchase or write options in order to hedge
against adverse market movements or fluctuations in value caused by changes in
prevailing interest rates or foreign currency exchange rates with respect to
securities or currencies which the Series currently owns or intends to purchase.
When the Series purchases an option, it pays a premium and an amount equal to
that premium is recorded as an investment. When the Series writes an option, it
receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Series
realizes a gain or loss to the extent of the premium received or paid. If an
option is exercised, the premium received or paid is an adjustment to the
proceeds from the sale or the cost basis of the purchase in determining whether
the Series has realized a gain or loss. The difference between the premium and
the amount received or paid on effecting a closing purchase or sale transaction
is also treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions. Gain or loss on
written options is presented separately as net realized gain (loss) on written
option transactions.

The Series, as writer of an option, has no control over whether the underlying
securities or currencies may be sold (called) or purchased (put). As a result,
the Series bears the market risk of an unfavorable change in the price of the
security or currency underlying the written option. The Series, as purchaser of
an option, bears the risk of the potential inability of the counterparties to
meet the terms of their contracts.
- --------------------------------------------------------------------------------


                                      B-75

<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            FLORIDA SERIES
- --------------------------------------------------------------------------------
Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and accretes original issue
discount on portfolio securities as adjustments to interest income. Expenses are
recorded on the accrual basis which may require the use of certain estimates by
management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its net income to shareholders.
For this reason and because substantially all of the Series' gross income
consists of tax-exempt interest, no federal income tax provision is required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Deferred Organization Expenses: The Series incurred approximately $32,000 in
organization and initial registration expenses. Such amount has been amortized
over a period of 60 months ended December 1995.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the seven
months ended March 31, 1996, PMF waived 70% of its management fee. For the three
months ended June 30, 1996, PMF waived 60% of its management fee. For the two
months ended August 31, 1996, PMF waived 40% of its management fee. The amount
of fees waived during the year ended August 31, 1996 amounted to $417,808 ($.03
per share for Class A, B and C shares; .31% of average net assets). The Series
is not required to reimburse PMF for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Prudential Securities Incorporated (``PSI'')
became the distributor of the Class A shares of the Fund effective January 2,
1996 and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD and continues as the distributor of the Class B and Class
C shares of the Fund. The Fund compensates PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and .75 of 1%, of the average daily net assets of the Class A, B
and C shares, respectively. Such expenses under the Class A, B and C Plans were
 .10 of 1%, .50 of 1% and .75 of 1% of the average daily net assets,
respectively, for the year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$101,700 in front-end sales charges resulting from sales of Class A shares
during the year ended August 31, 1996. From these fees, PMFD and PSI paid such
sales charges to affiliated broker-dealers which in turn paid commissions to
salespersons and incurred other distribution costs.

PSI has advised the Series that for the fiscal year ended August 31, 1996, it
received approximately $62,100 and $300 in contingent deferred sales charges
imposed upon certain redemptions by Class B and C shareholders, respectively.
- --------------------------------------------------------------------------------


                                       B-76
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            FLORIDA SERIES
- --------------------------------------------------------------------------------
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1996,
the Series incurred fees of approximately $37,600 for the services of PMFS. As
of August 31, 1996, approximately $2,900 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Expense Subsidy

PMF voluntarily subsidized all operating expenses (except management and
distribution fees) of the Class A, Class B and Class C shares of the Series
until January 1, 1996. For the four months ended December 31, 1995, PMF
subsidized $86,788 ($.007 per share for Class A, B and C shares; .19% of average
net assets) of the Series' expenses. The Series is not required to reimburse PMF
for such subsidy.
- ------------------------------------------------------------
Note 5. Portfolio Securities

Purchases and sales of portfolio securities, excluding short-term investments,
for the year ended August 31, 1996 were $88,764,398 and $96,774,426,
respectively.

The federal income tax basis of the Series' investments at August 31, 1996 was
$121,114,419 and, accordingly, net unrealized appreciation was $2,070,549 (gross
unrealized appreciation--$4,205,684; gross unrealized depreciation--$2,135,135).

Transactions in written options during the year ended August 31, 1996 were as
follows:
<TABLE>
<CAPTION>
                                       Number of    Premiums
                                       Contracts    Received
                                       ---------    --------
<S>                                    <C>          <C>
Options written                              180    $ 40,511
Options expired                             (180)    (40,511)
                                       ---------    --------
Options outstanding at August 31,
  1996                                         0    $      0
                                       ---------    --------
                                       ---------    --------
</TABLE>

For federal income tax purposes, the Series has a capital loss carryforward as
of August 31, 1996 of approximately $1,463,000 which expires in 2003. Such
carryforward is after utilization of approximately $1,263,000 of net taxable
gains realized and recognized during the year ended August 31, 1996.
Accordingly, no capital gains distribution is expected to be paid until net
gains have been realized in excess of the carryforward.
- ------------------------------------------------------------
Note 6. Capital

The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3.0%. Class B shares are sold
with a contingent deferred sales charge which declines from 5% to zero depending
on the period of time the shares are held. Class C shares, which prior to August
1, 1994 were known as D shares, are sold with a contingent deferred sales charge
of 1% during the first year. Class B shares will automatically convert to Class
A shares on a quarterly basis approximately seven years after purchase. A
special exchange privilege is also available for shareholders who qualify to
purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of beneficial
interest for the fiscal years ended August 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................     512,938    $  5,271,777
Shares issued in reinvestment of
  dividends.........................     251,003       2,571,304
Shares reacquired...................  (2,770,938)    (28,334,987)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................  (2,006,997)    (20,491,906)
Shares issued upon conversion from
  Class B...........................      66,824         684,012
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (1,940,173)   $(19,807,894)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................   1,647,106    $ 15,829,864
Shares issued in reinvestment of
  dividends.........................     327,990       3,198,613
Shares reacquired...................  (3,554,066)    (34,407,990)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (1,578,970)   $(15,379,513)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>
- --------------------------------------------------------------------------------


                                      B-77
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B                                 Shares         Amount
- ------------------------------------  ----------    ------------
Year ended August 31, 1996:
<S>                                   <C>           <C>
Shares sold.........................     895,444    $  9,260,865
Shares issued in reinvestment of
  dividends.........................      27,459         281,193
Shares reacquired...................    (230,552)     (2,340,629)
                                      ----------    ------------
Net increase in shares outstanding
  before conversion.................     692,351       7,201,429
Shares reacquired upon conversion
  into Class A......................     (66,824)       (684,012)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     625,527    $  6,517,417
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

<TABLE>
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     945,274    $  9,166,110
Shares issued in reinvestment of
  dividends.........................      11,460         113,360
Shares reacquired...................    (187,734)     (1,825,550)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     769,000    $  7,453,920
                                      ----------    ------------
                                      ----------    ------------
Class C
- ------------------------------------
Year ended August 31, 1996:
Shares sold.........................      76,922    $    799,961
Shares issued in reinvestment of
  dividends.........................      22,738         232,909
Shares reacquired...................    (226,860)     (2,346,645)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (127,200)   $ (1,313,775)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     104,420    $  1,015,094
Shares issued in reinvestment of
  dividends.........................      34,986         341,170
Shares reacquired...................    (370,059)     (3,598,874)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (230,653)   $ (2,242,610)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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

                                      B-78

<PAGE>
                                     PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                 FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Class A
                                                        ------------------------------------------------------------
                                                                           Year Ended August 31,
                                                        ------------------------------------------------------------
                                                          1996         1995         1994         1993         1992
                                                        --------     --------     --------     --------     --------
<S>                                                     <C>          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year..................    $  10.06     $   9.91     $  10.87     $  10.27     $   9.76
                                                        --------     --------     --------     --------     --------
Income from investment operations
Net investment income(a)............................         .57          .59          .59          .57          .65
Net realized and unrealized gain (loss) on
   investment transactions..........................         .05          .15         (.76)         .73          .51
                                                        --------     --------     --------     --------     --------
   Total from investment operations.................         .62          .74         (.17)        1.30         1.16
                                                        --------     --------     --------     --------     --------
Less distributions
Dividends from net investment income................        (.57)        (.59)        (.59)        (.57)        (.65)
Distributions from net realized gains...............          --           --         (.20)        (.13)          --
                                                        --------     --------     --------     --------     --------
   Total distributions..............................        (.57)        (.59)        (.79)        (.70)        (.65)
                                                        --------     --------     --------     --------     --------
Net asset value, end of year........................    $  10.11     $  10.06     $   9.91     $  10.87     $  10.27
                                                        --------     --------     --------     --------     --------
                                                        --------     --------     --------     --------     --------
TOTAL RETURN(b):....................................        6.20%        7.85%       (1.69)%      13.78%       12.26%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).......................    $101,999     $120,963     $134,849     $148,900     $104,335
Average net assets (000)............................    $112,266     $124,259     $146,489     $123,820     $ 82,893
Ratios to average net assets(a):
   Expenses, including distribution fees............         .37%         .24%         .20%         .20%         .09%
   Expenses, excluding distribution fees............         .27%         .17%         .20%         .20%         .09%
   Net investment income............................        5.56%        6.04%        5.67%        5.94%        6.41%
For Class A, B and C shares:
   Portfolio turnover rate..........................          68%          65%          75%          68%          56%
</TABLE>

- ---------------
(a) Net of expense subsidy and fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-79

<PAGE>
                                           PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                       FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         Class B                              Class C
                                                        -----------------------------------------     ------------------------
                                                                                       August 1,
                                                                                        1994(c)
                                                          Year Ended August 31,         through        Year Ended August 31,
                                                        --------------------------     August 31,     ------------------------
                                                           1996           1995            1994            1996          1995
                                                        ----------     -----------     ----------     ------------     -------
<S>                                                     <C>            <C>             <C>            <C>              <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period................     $  10.06        $  9.91         $ 9.95         $  10.06       $  9.91
                                                        ----------        -----          -----           ------       --------
Income from investment operations
Net investment income(a)............................          .53            .55            .04              .50           .53
Net realized and unrealized gain (loss) on
   investment transactions..........................          .05            .15           (.04)             .05           .15
                                                        ----------        -----          -----           ------       --------
   Total from investment operations.................          .58            .70             --              .55           .68
                                                        ----------        -----          -----           ------       --------
Less distributions
Dividends from net investment income................         (.53)          (.55)          (.04)            (.50)         (.53)
Distributions from net realized gains...............           --             --             --               --            --
                                                        ----------        -----          -----           ------       --------
   Total distributions..............................         (.53)          (.55)          (.04)            (.50)         (.53)
                                                        ----------        -----          -----           ------       --------
Net asset value, end of period......................     $  10.11        $ 10.06         $ 9.91         $  10.11       $ 10.06
                                                        ----------        -----          -----           ------       --------
                                                        ----------        -----          -----           ------       --------
TOTAL RETURN(b):....................................         5.79%          7.39%         (0.05)%           5.52%         7.12%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....................      $14,699         $8,326           $582           $7,792        $9,028
Average net assets (000)............................      $12,570         $4,699           $118           $8,293       $10,265
Ratios to average net assets(a):
   Expenses, including distribution fees............          .77%           .67%           .70%(d)         1.02%          .92%
   Expenses, excluding distribution fees............          .27%           .17%           .20%(d)          .27%          .17%
   Net investment income............................         5.16%          5.56%          6.21%(d)         4.91%         5.35%
<CAPTION>
<S>                                                     <C>          <C>
                                                                      July 26,
                                                                      1993(e)
                                                                      through
                                                                     August 31,
                                                         1994           1993
                                                      ----------     ----------
<S>                                                     <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period................   $  10.87        $10.58
                                                      ----------       -------
Income from investment operations
Net investment income(a)............................        .48           .03
Net realized and unrealized gain (loss) on
   investment transactions..........................       (.76)          .29
                                                      ----------       -------
   Total from investment operations.................       (.28)          .32
                                                      ----------       -------
Less distributions
Dividends from net investment income................       (.48)         (.03)
Distributions from net realized gains...............       (.20)           --
                                                      ----------       -------
   Total distributions..............................       (.68)         (.03)
                                                      ----------       -------
Net asset value, end of period......................   $   9.91        $10.87
                                                      ----------       -------
                                                      ----------       -------
TOTAL RETURN(b):....................................      (2.40)%        3.14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....................    $11,185        $3,132
Average net assets (000)............................    $ 9,280        $1,038
Ratios to average net assets(a):
   Expenses, including distribution fees............        .95%          .95%(d)
   Expenses, excluding distribution fees............        .20%          .20%(d)
   Net investment income............................       4.99%         5.19%(d)
</TABLE>

- ---------------
(a) Net of expense subsidy and fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions. Total returns for periods of less than a full year are not
    annualized.
(c) Commencement of offering of Class B shares.
(d) Annualized.
(e) Commencement of offering of Class C shares. Prior to August 1, 1994, Class C
shares were called Class D shares.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-80
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report             FLORIDA SERIES
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Florida Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Florida
Series, as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Florida Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996





                                      B-81
<PAGE>
Portfolio of Investments             PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                   Rating       Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--96.3%
- ---------------------------------------------------------------------------------------------------------------------------------
Guam Gov't., Gen. Oblig., Ser. A                                 BBB(c)            5.90%       9/01/05   $    500     $   496,560
Guam Pwr. Auth. Rev.,
   Ser. A                                                        BBB(c)            6.625      10/01/14        250         255,045
   Ser. A                                                        BBB(c)            6.75       10/01/24        525         537,679
Hawaii St. Arpt. Sys. Rev., 2nd Ser.                             A                 7.00        7/01/18        365         387,626
Hawaii St. Arpt. Sys. Rev., 2nd Ser. 90, F.G.I.C.                Aaa               7.50        7/01/20        500         546,595
Hawaii St. Dept. Budget & Fin.,
   Hawaiian Elec. Co., Ser. C, M.B.I.A.                          Aaa               7.375      12/01/20        500         547,190
   Kapiolani Hlth. Care Sys.                                     A                 6.30        7/01/08        500         515,650
   Kapiolani Hosp.                                               A                 6.00        7/01/11        250         250,185
   Queens Med. Ctr.                                              Aa                5.80        7/01/10        500         501,655
   Queens Med. Ctr. Proj., F.G.I.C.                              Aaa               5.90        7/01/07        230 (d)     245,971
Hawaii St. Gen. Oblig., Ser. CJ                                  Aa                6.25        1/01/15        650         671,222
Hawaii St. Harbor Cap. Impvt. Rev.,
   F.G.I.C.                                                      Aaa               6.25        7/01/10        250 (e)     260,030
   F.G.I.C.                                                      Aaa               6.25        7/01/15        500         511,745
Hawaii St. Hsg. Fin. & Dev. Corp. Rev.,
   Affordable Rental Proj., Ser. A                               A1                6.05        7/01/22        725         710,094
   Sngl. Fam. Mtge. Rev., Ser. B, F.N.M.A.                       Aa                5.85        7/01/17        500         494,615
   Univ. of Hawaii Fac. Hsg. Proj., A.M.B.A.C.                   Aaa               5.65       10/01/16        500         487,670
Honolulu City & Cnty.,
   Ref. & Impvt., Ser. B, F.G.I.C.                               Aaa               5.50       10/01/11        900         899,037
   Water Sys. Rev.                                               Aa                5.80        7/01/16        500         497,040
Maui Cnty., Ser. A, M.B.I.A.                                     Aaa               5.65        6/01/10        570         573,352
Puerto Rico Comnwlth., Gen. Oblig.                               Baa1              6.45        7/01/17        500         525,965
Puerto Rico Elec. Pwr. Auth. Rev., Ser. O                        Baa1              5.00        7/01/12        600         538,032
Puerto Rico Hwy. & Trans. Auth. Rev., Ser. V                     Baa1              6.375       7/01/08        500         526,240
Puerto Rico Ind., Tourist, Ed., Med. & Env. Ctrl. Facs.,
   Doctor Pila Hosp. Proj., F.H.A.                               AAA(c)            6.125       8/01/25        500         508,635
   Hosp. Auxilio Mutuo Oblig. Grp. Proj., M.B.I.A.               Aaa               6.25        7/01/16        500         522,800
   Hosp. Auxilio Mutuo Oblig. Grp. Proj., M.B.I.A.               Aaa               6.25        7/01/24        250         258,827
Puerto Rico Mun. Fin. Agcy., Ser. A, F.S.A.                      Aaa               6.00        7/01/14        250         253,498
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                    Aaa               5.449       1/16/15      1,000         961,670
Puerto Rico Univ. Sys. Rev., Ser. M, M.B.I.A.                    Aaa               5.25        6/01/25        750         692,550
Virgin Islands Pub. Fin. Auth. Rev.,
   Gov't. Dev. Proj., Ser. B                                     BBB-(c)           7.375      10/01/10        300         323,319
   Ref. Matching Loan Notes, Ser. A                              NR                7.25       10/01/18        250         265,335
                                                                                                                      -----------
Total long-term investments (cost $14,327,900)                                                                         14,765,832
                                                                                                                      -----------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-82
<PAGE>
Portfolio of Investments             PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                   Rating       Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--1.9%
Puerto Rico Comnwlth., Gov't Dev. Bank., Ser. 85, F.R.W.D.
   (cost $300,000)                                               VMIG1             3.10%       9/04/96   $    300     $   300,000
                                                                                                                      -----------
Total Investments--98.2%
(cost $14,627,900; Note 5)                                                                                             15,065,832
Other assets in excess of liabilities--1.8%                                                                               269,107
                                                                                                                      -----------
Net Assets--100%                                                                                                      $15,334,939
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
  A.M.B.A.C.--American Municipal Bond Assurance Corporation.
  F.G.I.C.--Financial Guaranty Insurance Company.
  F.H.A.--Federal Housing Administration.
  F.N.M.A.--Federal National Mortgage Association.
  F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
  F.S.A.--Financial Security Assurance.
  M.B.I.A.--Municipal Bond Insurance Association.
<TABLE>
<C>  <S>
 (b) For purposes of amortized cost valuation, the maturity date of Floating Rate Demand Notes is considered to be the later of
     the next date on which the security can be redeemed at par, or the next date on which the rate of interest is adjusted.
 (c) Standard & Poor's Rating.
 (d) Prerefunded issues are secured by escrowed cash and/or direct U.S. guaranteed obligations.
 (e) Pledged as initial margin on financial futures contracts.
</TABLE>

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                     B-83
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities          HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                             <C>
Assets                                                                                                         August 31, 1996
Investments, at value (cost $14,627,900)..................................................................      $  15,065,832
Cash......................................................................................................             40,121
Interest receivable.......................................................................................            203,652
Deferred expenses and other assets........................................................................             64,310
Due from Manager..........................................................................................             41,472
Receivable for Series shares sold.........................................................................             31,814
Due from broker-variation margin..........................................................................              4,938
                                                                                                                ---------------
   Total assets...........................................................................................         15,452,139
                                                                                                                ---------------
Liabilities
Accrued expenses..........................................................................................             76,933
Payable for Series shares reacquired......................................................................             19,590
Dividends payable.........................................................................................             13,441
Distribution fee payable..................................................................................              5,536
Deferred trustees' fees...................................................................................              1,700
                                                                                                                ---------------
   Total liabilities......................................................................................            117,200
                                                                                                                ---------------
Net Assets................................................................................................      $  15,334,939
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................      $      12,775
   Paid-in capital in excess of par.......................................................................         14,911,740
                                                                                                                ---------------
                                                                                                                   14,924,515
   Accumulated net realized loss on investments...........................................................            (36,759  )
   Net unrealized appreciation on investments.............................................................            447,183
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................      $  15,334,939
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($3,800,184 / 316,580 shares of beneficial interest issued and outstanding).........................               $12.00
   Maximum sales charge (3% of offering price)............................................................                .37
   Maximum offering price to public.......................................................................             $12.37
Class B:
   Net asset value, offering price and redemption price per share
      ($10,126,267 / 843,579 shares of beneficial interest issued and outstanding)........................             $12.00
Class C:
   Net asset value, offer price and redemption price per share
      ($1,408,488 / 117,335 shares of beneficial interest issued and outstanding).........................             $12.00
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-84

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
HAWAII INCOME SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                              <C>
                                                   Year Ended
<CAPTION>
                                                   August 31,
Net Investment Income                                 1996
                                                 ---------------
<S>                                              <C>
Income
   Interest...................................     $   835,223
                                                 ---------------
Expenses
   Management fee.............................          71,610
   Distribution fee--Class A..................           3,620
   Distribution fee--Class B..................          47,993
   Distribution fee--Class C..................           8,274
   Custodian's fees and expenses..............          64,000
   Reports to shareholders....................          41,000
   Registration fees..........................          36,000
   Amortization of organization expense.......          20,976
   Audit fee expenses.........................          12,300
   Legal fees and expenses....................          10,000
   Transfer agent's fees and expenses.........           5,500
   Trustees' fees and expenses................           3,900
   Miscellaneous..............................           4,411
                                                 ---------------
      Total expenses..........................         329,584
   Less: Management fee waiver................          (7,161)
       Expense subsidy........................        (212,409)
                                                 ---------------
      Net expenses............................         110,014
                                                 ---------------
Net investment income.........................         725,209
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions....................          57,939
   Financial futures contract transactions....        (101,589)
                                                 ---------------
                                                       (43,650)
                                                 ---------------
Net change in unrealized appreciation (depreciation) on:
   Investments................................         (57,716)
   Financial futures contracts................          23,782
                                                 ---------------
                                                       (33,934)
                                                 ---------------
Net loss on investments.......................         (77,584)
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $   647,625
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
HAWAII INCOME SERIES
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                      September
                                                         19,
                                                        1994*
                                      Year Ended       through
Increase (Decrease)                   August 31,      August 31,
in Net Assets                            1996            1995
                                     ------------    ------------
<S>                                  <C>             <C>
Operations
   Net investment income..........   $    725,209    $    457,043
   Net realized gain (loss) on
      investment transactions.....        (43,650)         94,967
   Net change in unrealized
      appreciation (depreciation)
      of investments..............        (33,934)        481,117
                                     ------------    ------------
   Net increase in net assets
      resulting from operations...        647,625       1,033,127
                                     ------------    ------------
Dividends and Distributions (Note
   1):
   Dividends from net investment
      income
      Class A.....................       (194,875)       (140,503)
      Class B.....................       (478,063)       (299,569)
      Class C.....................        (52,271)        (16,971)
                                     ------------    ------------
                                         (725,209)       (457,043)
                                     ------------    ------------
   Distributions from net realized
      gains
      Class A.....................        (22,739)             --
      Class B.....................        (58,916)             --
      Class C.....................         (6,421)             --
                                     ------------    ------------
                                          (88,076)             --
                                     ------------    ------------
Series share transactions (net of
   share conversions) (Note 6):
   Net proceeds from shares
      sold........................      3,550,148      13,508,423
   Net asset value of shares
      issued
      in reinvestment of dividends
      and distributions...........        434,866         199,822
   Cost of shares reacquired......     (1,563,629)     (1,205,115)
                                     ------------    ------------
   Net increase in net assets from
      Series share transactions...      2,421,385      12,503,130
                                     ------------    ------------
Total increase....................      2,255,725      13,079,214
Net Assets
Beginning of period...............     13,079,214              --
                                     ------------    ------------
End of period.....................   $ 15,334,939    $ 13,079,214
                                     ------------    ------------
                                     ------------    ------------
</TABLE>

- ------------
* Commencement of investment operations.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-85
<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Hawaii Income Series (the ``Series'')
commenced investment operations on September 19, 1994. The Series is
non-diversified and seeks to provide the maximum amount of income that is exempt
from Hawaii State and federal income taxes consistent with the preservation of
capital by investing in investment grade municipal obligations but may also
invest a portion of its assets in lower-quality municipal obligations or in
non-rated securities which, in the opinion of the Fund's investment adviser, are
of comparable quality. The ability of the issuers of the securities held by the
Series to meet their obligations may be affected by economic or political
developments in a specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain(loss) on
financial futures contracts. The Series invests in financial futures contracts
in order to hedge its existing portfolio securities or securities the Series
intends to purchase, against fluctuations in value caused by changes in
prevailing interest rates. Should interest rates move unexpectedly, the Series
may not achieve the anticipated benefits of the financial futures contracts and
may realize a loss. The use of futures transactions involves the risk of
imperfect correlation in movements in the price of futures contracts, interest
rates and the underlying hedged assets.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income. Expenses
are recorded on the accrual basis which may require the use of certain estimates
by management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its net income to shareholders.
For this reason and because substantially all of the Series' gross income
consists of tax-exempt interest, no federal income tax provision is required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Deferred Organization Expenses: The Series incurred $98,700 in organization and
initial registration expenses. Such amount has been deferred and is being
amortized over a period of 60 months ending September 1999.
- --------------------------------------------------------------------------------


                                      B-86

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the cost of
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $7,161 ($0.006 per share for Class A, B, and C
shares; .05% of average net assets). The Series is not required to reimburse PMF
for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI'') became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund compensated PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the fiscal year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$7,200 in front-end sales charges resulting from sales of Class A shares during
the fiscal year ended August 31, 1996. From these fees, PMFD and PSI paid such
sales charges to affiliated broker-dealers which in turn paid commissions to
sales persons and incurred other distribution costs.

PSI has advised the Series that for the fiscal year ended August 31, 1996, it
received approximately $37,500 and $200 in contingent deferred sales charges
imposed upon certain redemptions by Class B and C shareholders, respectively.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1996, the Series incurred fees of approximately $4,200 for the services of
PMFS. As of August 31, 1996, approximately $300 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Expense Subsidy

PMF has agreed to subsidize expenses so that total operating expenses do not
exceed .45%, .85% and 1.10% of the average net assets of the Class A shares,
Class B shares and Class C shares, respectively, until further notice. For the
fiscal year ended August 31, 1996, PMF subsidized $212,409 ($0.17 per share for
Class A, B and C shares; 1.48% of average net assets) of the Series' expenses.
The Series is not required to reimburse PMF for such subsidy.
- ------------------------------------------------------------
Note 5. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1996 were $4,466,168 and
$2,553,985, respectively.

At August 31, 1996, the Series sold 60 financial futures contracts on the U.S.
Treasury Index of which 40 expire in September 1996 and 20 expire in December
1996. The value at disposition of such contracts is $652,063. The value of such
contracts on August 31, 1996 was $642,812, thereby resulting in an unrealized
gain of $9,251.

The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of
- --------------------------------------------------------------------------------


                                      B-87

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
August 31, 1996, net unrealized appreciation for federal income tax purposes was
$437,932 (gross unrealized appreciation--$464,899; gross unrealized
depreciation--$26,967).

The Series will elect to treat net realized capital losses of approximately
$31,150 incurred in the ten month period ended August 31, 1996 as having been
incurred in the following fiscal year.
- ------------------------------------------------------------
Note 6. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Of the 1,277,494 shares of beneficial
interest issued and outstanding at August 31, 1996, PMF owned 171,821 shares.
Transactions in shares of beneficial interest for the fiscal year ended August
31, 1996 and the period ended August 31, 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                    Shares       Amount
- ---------------------------------------   --------    ----------
<S>                                       <C>         <C>
Year ended August 31, 1996:
Shares sold............................     36,885    $  448,439
Shares issued in reinvestment of
  dividends and distributions..........      4,000        48,647
Shares reacquired......................    (10,531)     (126,891)
                                          --------    ----------
Net increase in shares outstanding
  before conversion....................     30,354       370,195
Shares issued upon conversion from
  Class B..............................     11,406       137,525
<CAPTION>
                                          --------    ----------
Net increase in shares outstanding.....     41,760    $  507,720
                                          --------    ----------
                                          --------    ----------
September 19, 1994* through
  August 31, 1995:
Shares sold............................    279,870    $3,255,106
Shares issued in reinvestment of
  dividends............................      1,566        18,665
Shares reacquired......................    (10,702)     (123,633)
                                          --------    ----------
Net increase in shares outstanding
  before conversion....................    270,734     3,150,138
Shares issued upon conversion from
  Class B..............................      4,086        49,084
                                          --------    ----------
Net increase in shares outstanding.....    274,820    $3,199,222
                                          --------    ----------
                                          --------    ----------
Class B                                    Shares       Amount
- ---------------------------------------   --------    ----------
<S>                                       <C>         <C>
Year ended August 31, 1996:
Shares sold............................    204,563    $2,491,095
Shares issued in reinvestment of
  dividends and distributions..........     28,137       342,549
Shares reacquired......................   (115,555)   (1,409,389)
                                          --------    ----------
Net increase in shares outstanding
  before conversion....................    117,145     1,424,255
Shares reacquired upon conversion into
  Class A..............................    (11,406)     (137,525)
                                          --------    ----------
Net increase in shares outstanding.....    105,739    $1,286,730
                                          --------    ----------
                                          --------    ----------
September 19, 1994* through
  August 31, 1995:
Shares sold............................    816,861    $9,471,988
Shares issued in reinvestment of
  dividends............................     14,410       171,145
Shares reacquired......................    (89,345)   (1,066,264)
                                          --------    ----------
Net increase in shares outstanding
  before conversion....................    741,926     8,576,869
Shares reacquired upon conversion into
  Class A..............................     (4,086)      (49,084)
                                          --------    ----------
Net increase in shares outstanding.....    737,840    $8,527,785
                                          --------    ----------
                                          --------    ----------
<CAPTION>
Class C
- ---------------------------------------
<S>                                       <C>         <C>
Year ended August 31, 1996:
Shares sold............................     50,226    $  610,614
Shares issued in reinvestment of
  dividends and distributions..........      3,592        43,670
Shares reacquired......................     (2,216)      (27,349)
                                          --------    ----------
Net increase in shares outstanding.....     51,602    $  626,935
                                          --------    ----------
                                          --------    ----------
September 19, 1994* through
  August 31, 1995:
Shares sold............................     66,136    $  781,329
Shares issued in reinvestment of
  dividends............................        845        10,012
Shares reacquired......................     (1,248)      (15,218)
                                          --------    ----------
Net increase in shares outstanding.....     65,733    $  776,123
                                          --------    ----------
                                          --------    ----------
- ---------------
* Commencement of investment operations.
</TABLE>
- --------------------------------------------------------------------------------


                                      B-88

<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            Class A                          Class B                 Class C
                                                  ----------------------------     ----------------------------     ----------
                                                                 September 19,                    September 19,
                                                     Year           1994(b)           Year           1994(b)           Year
                                                    Ended           Through          Ended           Through          Ended
                                                  August 31,      August 31,       August 31,      August 31,       August 31,
                                                     1996            1995             1996            1995             1996
                                                     -----            -----        ----------         -----           -----
<S>                                               <C>            <C>               <C>            <C>               <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........      $12.13          $ 11.64         $  12.13         $ 11.64          $12.13
                                                     -----            -----        ----------         -----           -----
Income from investment operations
Net investment income(d)......................         .66              .58              .61             .54             .57
Net realized and unrealized gain on investment
   transactions...............................        (.05)             .49             (.05)            .49            (.05)
                                                     -----            -----        ----------         -----           -----
   Total from investment operations...........         .61             1.07              .56            1.03             .52
                                                     -----            -----        ----------         -----           -----
Less distributions
Dividends from net investment income..........        (.66)            (.58)            (.61)           (.54)           (.57)
Distributions from net realized gains.........        (.08)              --             (.08)             --            (.08)
                                                     -----            -----        ----------         -----           -----
   Total distributions........................        (.74)            (.58)            (.69)           (.54)           (.65)
                                                     -----            -----        ----------         -----           -----
Net asset value, end of period................      $12.00          $ 12.13         $  12.00         $ 12.13          $12.00
                                                     -----            -----        ----------         -----           -----
                                                     -----            -----        ----------         -----           -----
TOTAL RETURN(c):..............................        5.01%            9.42%            4.60%           9.03%           4.34%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............      $3,800          $ 3,333         $ 10,126         $ 8,949          $1,409
Average net assets (000)......................      $3,620          $ 2,778         $  9,599         $ 6,270          $1,103
Ratios to average net assets:(d)
   Expenses, including distribution fees......         .45%             .46%(a)          .85%            .86%(a)        1.10%
   Expenses, excluding distribution fees......         .35%             .36%(a)          .35%            .36%(a)         .35%
   Net investment income......................        5.38%            5.32%(a)         4.98%           5.03%(a)        4.74%
Portfolio turnover rate.......................          18%              75%              18%             75%             18%
<CAPTION>

                                                September 19,
                                                   1994(b)
                                                   Through
                                                 August 31,
                                                    1995
<S>                                               <C>
                                                     -----

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........     $ 11.64
                                                     -----

Income from investment operations
Net investment income(d)......................         .51
Net realized and unrealized gain on investment
   transactions...............................         .49
                                                     -----

   Total from investment operations...........        1.00
                                                     -----

Less distributions
Dividends from net investment income..........        (.51)
Distributions from net realized gains.........          --
                                                     -----

   Total distributions........................        (.51)
                                                     -----

Net asset value, end of period................     $ 12.13
                                                     -----
                                                     -----

TOTAL RETURN(c):..............................        8.78%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............     $   797
Average net assets (000)......................     $   373
Ratios to average net assets:(d)
   Expenses, including distribution fees......        1.11%(a)
   Expenses, excluding distribution fees......         .36%(a)
   Net investment income......................        4.79%(a)
Portfolio turnover rate.......................          75%
</TABLE>

- ---------------
(a) Annualized.
(b) Commencement of investment operations.
(c) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends.
    Total returns for periods of less than a full year are not annualized.
(d) Net of expense subsidy and management fee waiver.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-89

<PAGE>
                                          PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report              HAWAII INCOME SERIES
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Hawaii Income Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Hawaii Income
Series as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets and the financial highlights for the
year then ended and the period September 19, 1994 (commencement of investment
operations) to August 31, 1995. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Hawaii Income Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                     B-90
<PAGE>
Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--95.5%
- ---------------------------------------------------------------------------------------------------------------------------------
Baltimore Conv. Ctr. Rev., F.G.I.C.                              Aaa              5.75%        9/01/08   $  1,075     $ 1,095,694
Baltimore Econ. Dev. Lease Rev., Armistead Partnership           BBB+(c)          7.00         8/01/11      1,000       1,050,410
Baltimore Rev., Ref. Wastewater Proj., Ser. A, F.G.I.C.          Aaa              5.50         7/01/26      1,100       1,042,910
Charles Cnty.                                                    Aa               5.50         3/01/05        665         685,941
Charles Cnty.                                                    Aa               5.50         3/01/06        695         713,626
Gaithersburg Hosp. Fac. Rev., Ref. Impvt. Shady Grove
   Adventist Hosp., F.S.A.                                       Aaa              5.50         9/01/15      1,000         959,060
Gaithersburg Nursing Home Rev., Ref. Shady Grove Adventist
   Hosp., F.S.A.                                                 Aaa              5.50         9/01/15      1,000         959,060
Harford Cnty.                                                    Aa               5.50         3/01/06      1,500       1,545,885
Kent Cnty., Coll. Rev. Proj. & Ref., Washington Coll. Proj.      Baa              7.70         7/01/18        750         812,573
Maryland St. & Local Facs., Second Ser.                          Aaa              5.125       10/15/10      1,500       1,452,300
Maryland St. Hlth. & Higher Edl. Facs., Auth. Rev.,
   Doctor's Comn. Hosp.                                          Baa              5.50         7/01/24      1,000         860,580
   Howard Cnty. Gen. Hosp.                                       Baa1             5.50         7/01/21      1,000         868,970
   Proj. & Ref. Mercy Medical Center, F.S.A.                     Aaa              5.75         7/01/26      1,800       1,754,748
Maryland St. Hsg. & Cmnty. Dev. Admin.,
   Sngl. Fam. Mtge. Rev. Prog., Sixth Ser.                       Aa               7.125        4/01/14        705         722,569
   Sngl. Fam. Mtge. Rev. Prog., Third Ser.                       Aa               8.00         4/01/18        750         763,282
Maryland St. Ind. Dev. Fin. Auth. Rev., Amer. Ctr. For
   Physics                                                       BBB(c)           6.625        1/01/17      1,000       1,008,150
Maryland St. Trans. Auth., Baltimore Washington Int'l.
   Airport, F.G.I.C.                                             Aaa              6.25         7/01/14      1,750       1,813,542
Maryland Wtr. Quality Fin. Admin., Revolving Loan Fund
   Rev.,
   Ser. A                                                        Aa               5.90         9/01/04        565         600,267
Montgomery Cnty.,
   Cons. Pub. Impvt.                                             Aaa              9.75         6/01/01        450         547,614
   Cons. Pub. Impvt., Ser. A                                     Aaa              5.75        10/01/07      1,300       1,357,577
Northeast Waste Disp. Auth., Baltimore City Sludge Proj.         NR               7.25         7/01/07        904         923,906
Ocean City,
   M.B.I.A.                                                      Aaa              5.40        10/01/11        500         486,505
   M.B.I.A.                                                      Aaa              5.50        10/01/15      1,235       1,188,366
Prince Georges Cnty.,
   Cons. Pub. Impvt., M.B.I.A.                                   Aaa              5.25         1/01/15        750         714,315
   Hosp. Rev., Dimensions Hlth. Corp.                            A                5.30         7/01/24        750         667,297
   Pollution Control Rev., Ref. Potomac Elec. Proj.,
      M.B.I.A.                                                   Aaa              5.75         3/15/10      1,100       1,118,623
   Ref. Cons. Pub. Impvt.                                        A1               5.25        10/01/11      1,000         971,550
   Stormwater Mgmt.                                              Aa               6.50         3/15/03      1,140       1,242,338
Puerto Rico Comnwlth.,
   Aqueduct & Swr. Auth. Rev., M.B.I.A.                          Aaa              6.00         7/01/07      1,000       1,070,690
   Gen. Oblig., F.S.A.                                           Aaa              7.958 (d)    7/01/20      1,000         976,250
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-91

<PAGE>

Portfolio of Investments                 PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                    MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Ind. Tourist, Edu. Med. & Env. Ctrl. Facs.,
   M.B.I.A.                                                      Aaa              6.25%        7/01/24    $ 1,250     $ 1,294,138
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                    Aaa              7.065(d)     1/16/15      1,000         922,500
Takoma Park Hosp. Facs. Rev., Ref. Impvt., Washington
   Adventist Hosp., F.S.A.                                       Aaa              6.50         9/01/12      1,000       1,086,550
Washington Dist. of Columbia, Metro. Area Transit Auth.
   Rev., F.G.I.C.                                                Aaa              6.00         7/01/08      1,000       1,064,500
Washington Suburban San. Dist., Water Supply                     Aa1              5.25         6/01/14        950         904,600
                                                                                                                      -----------
Total long-term investments (cost $34,756,010)                                                                         35,246,886
                                                                                                                      -----------
SHORT-TERM INVESTMENTS--3.5%
Puerto Rico Comnwlth.,
   Gov't. Dev. Bank, Ser. 85, F.R.W.D.                           VMIG1            3.10         9/04/96        100         100,000
   Hwy. & Trans. Auth. Rev., F.R.W.D.                            VMIG1            3.10         9/04/96      1,200       1,200,000
                                                                                                                      -----------
Total short-term investments (cost $1,300,000)                                                                          1,300,000
                                                                                                                      -----------
Total Investments--99.0%
(cost $36,056,010; Note 4)                                                                                             36,546,886
Other assets in excess of liabilities--1.0%                                                                               350,914
                                                                                                                      -----------
Net Assets--100%                                                                                                      $36,897,800
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Association.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
    interest rate. The rate shown is the rate at year end.
NR - Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-92

<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Assets                                                                                                          August 31, 1996
                                                                                                                ---------------
Investments, at value (cost $36,056,010)..................................................................        $36,546,886
Interest receivable.......................................................................................            643,847
Other assets..............................................................................................              1,161
Receivable for Series shares sold.........................................................................                653
                                                                                                                ---------------
   Total assets...........................................................................................         37,192,547
                                                                                                                ---------------
Liabilities
Bank overdraft............................................................................................             71,487
Payable for Series shares reacquired......................................................................             88,264
Accrued expenses..........................................................................................             81,508
Dividends payable.........................................................................................             26,793
Management fee payable....................................................................................             14,372
Distribution fee payable..................................................................................              9,623
Deferred trustees' fees...................................................................................              2,700
                                                                                                                ---------------
   Total liabilities......................................................................................            294,747
                                                                                                                ---------------
Net Assets................................................................................................        $36,897,800
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................        $    34,329
   Paid-in capital in excess of par.......................................................................         35,939,039
                                                                                                                ---------------
                                                                                                                   35,973,368
   Accumulated net realized gain on investments...........................................................            433,556
   Net unrealized appreciation on investments.............................................................            490,876
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................        $36,897,800
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($18,338,535 / 1,707,253 shares of beneficial interest issued and outstanding)......................               $10.74
   Maximum sales charge (3.0% of offering price)..........................................................                .33
                                                                                                                ---------------
   Maximum offering price to public.......................................................................             $11.07
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($18,512,086 / 1,721,298 shares of beneficial interest issued and outstanding)......................             $10.75
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($47,179 / 4,387 shares of beneficial interest issued and outstanding)..............................             $10.75
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-93

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
MARYLAND SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest...................................     $ 2,210,285
                                                 ---------------
Expenses
   Management fee.............................         192,126
   Distribution fee--Class A..................          18,483
   Distribution fee--Class B..................          99,492
   Distribution fee--Class C..................             324
   Custodian's fees and expenses..............          66,000
   Reports to shareholders....................          43,000
   Registration fees..........................          36,000
   Transfer agent's fees and expenses.........          31,000
   Audit fee and expenses.....................          12,300
   Legal fees and expenses....................          10,000
   Trustees' fees and expenses................           3,900
   Miscellaneous..............................           9,154
                                                 ---------------
      Total expenses..........................         521,779
   Less: Management fee waiver................         (19,213)
      Custodian fee credit....................         (17,574)
                                                 ---------------
      Net expenses............................         484,992
                                                 ---------------
Net investment income.........................       1,725,293
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on:
   Investment transactions....................         786,866
   Financial futures contracts................         191,897
   Written options transactions...............          13,504
                                                 ---------------
                                                       992,267
                                                 ---------------
Net change in unrealized
   appreciation/depreciation of:
   Investments................................        (677,782)
   Financial futures contracts................           4,219
                                                 ---------------
                                                      (673,563)
                                                 ---------------
Net gain on investments.......................         318,704
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 2,043,997
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
MARYLAND SERIES
Statement of Operations
<TABLE>
<CAPTION>
Increase (Decrease)                     Year Ended August 31,
in Net Assets                            1996            1995
<S>                                  <C>             <C>
Operations
   Net investment income..........   $  1,725,293    $  2,185,896
   Net realized gain (loss) on
      investment transactions.....        992,267        (429,571)
   Net change in unrealized
      appreciation/depreciation of
      investments.................       (673,563)        442,801
                                     ------------    ------------
   Net increase in net assets
      resulting from operations...      2,043,997       2,199,126
                                     ------------    ------------
Dividends and distributions (Note
   1):
   Dividends from net investment
      income
      Class A.....................       (867,743)       (561,997)
      Class B.....................       (855,800)     (1,621,246)
      Class C.....................         (1,750)         (2,653)
                                     ------------    ------------
                                       (1,725,293)     (2,185,896)
                                     ------------    ------------
   Distributions from net realized
      gains
      Class A.....................             --         (21,234)
      Class B.....................             --        (419,138)
      Class C.....................             --            (255)
                                     ------------    ------------
                                               --        (440,627)
                                     ------------    ------------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares
      sold........................      2,762,194       2,121,739
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............      1,114,649       1,744,018
   Cost of shares reacquired......     (6,489,419)    (18,256,314)
                                     ------------    ------------
   Net decrease in net assets from
      Series share transactions...     (2,612,576)    (14,390,557)
                                     ------------    ------------
Total decrease....................     (2,293,872)    (14,817,954)
Net Assets
Beginning of year.................     39,191,672      54,009,626
                                     ------------    ------------
End of year.......................   $ 36,897,800    $ 39,191,672
                                     ------------    ------------
                                     ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-94

<PAGE>
                                           PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements              MARYLAND SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Maryland Series (the ``Series'') commenced
investment operations in January, 1985. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities whose ratings are
within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. When the contract expires or is closed, the gain or
loss is realized and is presented in the statement of operations as net realized
gain (loss) on financial futures contracts. The Series invests in financial
futures contracts in order to hedge its existing portfolio securities or
securities the Series intends to purchase, against fluctuations in value caused
by changes in prevailing interest rates. Should interest rates move
unexpectedly, the Series may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.

Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from securities or currencies based upon the type of option
written. The difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is also treated
as a realized gain, or if the premium received is less than the amount paid for
the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the Fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities or currencies purchased by the Fund. The Fund as writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the security underlying the writen option. There were no written
options outstanding at August 31, 1996.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. Expenses are recorded on the accrual basis which may require the
use of certain estimates by management. The Series amortizes premiums and
original issue discount paid on purchases of portfolio securities as adjustments
to interest income.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series
- --------------------------------------------------------------------------------


                                      B-95

<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            MARYLAND SERIES
- --------------------------------------------------------------------------------
to continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $19,213 ($0.006 per share for Class A, B and C
shares; .05% of average net assets) until further notice. The Series' is not
required to reimburse PMF for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI'') became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund compensates PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$4,400 in front-end sales charges resulting from sales of Class A shares during
the year ended August 31, 1996. From these fees, PMFD and PSI paid such sales
charges to an affiliated broker-dealer which in turn paid commissions to
salespersons and incurred other distribution costs.

PSI has advised the Series that for the year ended August 31, 1996, it received
approximately $33,400 and $200 in contingent deferred sales charges imposed upon
certain redemptions by Class B and Class C shareholders, respectively.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1996,
the Series incurred fees of approximately $23,900 for the services of PMFS. As
of August 31, 1996, approximately $1,900 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1996 were $15,255,672 and
$16,830,152, respectively.


- --------------------------------------------------------------------------------
                                      B-96
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            MARYLAND SERIES
- --------------------------------------------------------------------------------
The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1996, net unrealized appreciation of investments for federal income tax purposes
is $490,876 (gross unrealized appreciation--$836,497; gross unrealized
depreciation $345,621).

The Fund utilized its capital loss carryforward of approximately $399,100 to
offset the Series net taxable gains realized and recognized in the fiscal year
ended August 31, 1996.

Transactions in written options during the period ended August 31, 1996 were as
follows:
<TABLE>
<CAPTION>
                                      Number
                                        of          Premiums
                                     Contracts      Received
                                    -----------    ----------
<S>                                 <C>            <C>
Options written...................           60     $  13,504
Options expired...................         )(60       (13,504)
                                    -----------    ----------
Options outstanding at August 31,
  1996                                        0     $       0
                                    -----------    ----------
                                    -----------    ----------
</TABLE>

- ------------------------------------------------------------
Note 5. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of beneficial
interest for the fiscal years ended August 31, 1995 and 1996 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold........................       58,783    $    649,434
Shares issued in reinvestment of
  dividends........................       53,117         575,999
Shares reacquired..................     (308,466)     (3,328,355)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (196,566)     (2,102,922)
Shares issued upon conversion from
  Class B..........................      240,370       2,604,069
                                      ----------    ------------
Net increase in shares
  outstanding......................       43,804    $    501,147
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class A                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold........................       30,696    $    321,277
Shares issued in reinvestment of
  dividends and distributions......       36,276         380,528
Shares reacquired..................     (516,337)     (5,397,762)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (449,365)     (4,695,957)
Shares issued upon conversion from
  Class B..........................    1,858,567      19,167,920
                                      ----------    ------------
Net increase in shares
  outstanding......................    1,409,202    $ 14,471,963
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B
- -----------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold........................      192,644    $  2,088,999
Shares issued in reinvestment of
  dividends........................       49,517         537,616
Shares reacquired..................     (287,898)     (3,130,338)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................      (45,737)       (503,723)
Shares reacquired upon conversion
  into Class A.....................     (240,066)     (2,604,069)
                                      ----------    ------------
Net decrease in shares
  outstanding......................     (285,803)   $ (3,107,792)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold........................      168,521    $  1,765,335
Shares issued in reinvestment of
  dividends and distributions......      133,516       1,361,503
Shares reacquired..................   (1,235,993)    (12,775,937)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (933,956)     (9,649,099)
Shares reacquired upon conversion
  into Class A.....................   (1,856,766)    (19,167,920)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (2,790,722)   $(28,817,019)
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C
- -----------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold........................        2,200    $     23,761
Shares issued in reinvestment of
  dividends........................           96           1,034
Shares reacquired..................       (2,795)        (30,726)
                                      ----------    ------------
Net decrease in shares
  outstanding......................         (499)   $     (5,931)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold........................        3,361    $     35,127
Shares issued in reinvestment of
  dividends and distributions......          194           1,987
Shares reacquired..................       (8,221)        (82,615)
                                      ----------    ------------
Net decrease in shares
  outstanding......................       (4,666)   $    (45,501)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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


                                       B-97

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                         MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             Class A
                                      -----------------------------------------------------
                                                      Year Ended August 31,
                                      -----------------------------------------------------
                                       1996        1995        1994        1993       1992
                                      -------     -------     -------     ------     ------
<S>                                   <C>         <C>         <C>         <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   year.............................  $ 10.66     $ 10.66     $ 11.64     $11.11     $10.67
                                      -------     -------     -------     ------     ------
Income from investment operations
Net investment income...............      .51(a)      .53(a)      .57        .62        .63
Net realized and unrealized gain
   (loss) on investment
   transactions.....................      .08         .10        (.77)       .65        .44
                                      -------     -------     -------     ------     ------
   Total from investment
      operations....................      .59         .63        (.20)      1.27       1.07
                                      -------     -------     -------     ------     ------
Less distributions
Dividends from net investment
   income...........................     (.51)       (.53)       (.57)      (.62)      (.63)
Distributions from net realized
   gains............................       --        (.10)       (.21)      (.12)        --
                                      -------     -------     -------     ------     ------
   Total distributions..............     (.51)       (.63)       (.78)      (.74)      (.63)
                                      -------     -------     -------     ------     ------
Net asset value, end of year........  $ 10.74     $ 10.66     $ 10.66     $11.64     $11.11
                                      -------     -------     -------     ------     ------
                                      -------     -------     -------     ------     ------
TOTAL RETURN(b):....................     5.58%       6.32%      (1.75)%    11.89%     10.35%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).......  $18,339     $17,726     $ 2,709     $2,930     $1,335
Average net assets (000)............  $18,484     $11,341     $ 2,877     $2,068     $1,080
Ratios to average net assets:
   Expenses, including distribution
      fees..........................     1.10%(a)    1.30%(a)     .95%       .96%       .96%
   Expenses, excluding distribution
      fees..........................     1.00%(a)    1.20%(a)     .85%       .86%       .86%
   Net investment income............     4.69%(a)    4.96%(a)    5.18%      5.51%      5.80%
Portfolio turnover rate.............       42%         49%         40%        41%        34%
</TABLE>

- ---------------
(a) Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each year reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-98

<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                     MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Class B                                        Class C
                                      -------------------------------------------------------     -----------------------------
                                                       Year Ended August 31,                          Year Ended August 31,
                                      -------------------------------------------------------     -----------------------------
                                       1996        1995        1994        1993        1992           1996             1995
                                      -------     -------     -------     -------     -------     ------------     ------------
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>              <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period...........................  $ 10.67     $ 10.67     $ 11.65     $ 11.12     $ 10.68        $10.67          $  10.67
                                      -------     -------     -------     -------     -------         -----            ------
Income from investment operations
Net investment income...............      .47(a)      .49(a)      .53         .58         .59           .44(a)            .47(a)
Net realized and unrealized gain
   (loss) on investment
   transactions.....................      .08         .10        (.77)        .65         .44           .08               .10
                                      -------     -------     -------     -------     -------         -----            ------
   Total from investment
      operations....................      .55         .59        (.24)       1.23        1.03           .52               .57
                                      -------     -------     -------     -------     -------         -----            ------
Less distributions
Dividends from net investment
   income...........................     (.47)       (.49)       (.53)       (.58)       (.59)         (.44)             (.47)
Distributions from net realized
   gains............................       --        (.10)       (.21)       (.12)         --            --              (.10)
                                      -------     -------     -------     -------     -------         -----            ------
   Total distributions..............     (.47)       (.59)       (.74)       (.70)       (.59)         (.44)             (.57)
                                      -------     -------     -------     -------     -------         -----            ------
Net asset value, end of period......  $ 10.75     $ 10.67     $ 10.67     $ 11.65     $ 11.12        $10.75          $  10.67
                                      -------     -------     -------     -------     -------         -----            ------
                                      -------     -------     -------     -------     -------         -----            ------
TOTAL RETURN(b):....................     5.16%       5.88%      (2.13)%     11.43%       9.90%         4.90%             5.62%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....  $18,512     $21,414     $51,198     $57,598     $51,313        $   47          $     52
Average net assets (000)............  $19,898     $33,497     $55,223     $53,780     $50,970        $   43          $     58
Ratios to average net assets:
   Expenses, including distribution
      fees..........................     1.50%(a)    1.55%(a)    1.35%       1.36%       1.37%         1.75%(a)          1.82%(a)
   Expenses, excluding distribution
      fees..........................     1.00%(a)    1.05%(a)     .85%        .86%        .87%         1.00%(a)          1.07%(a)
   Net investment income............     4.30%(a)    4.84%(a)    4.77%       5.11%       5.42%         4.05%(a)          4.55%(a)
Portfolio turnover rate.............       42%         49%         40%         41%         34%           42%               49%
<CAPTION>
                                      August 1,
                                       1994(d)
                                       through
                                      August 31,
                                         1994
                                      ----------
<S>                                   <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period...........................   $  10.70

                                      ----------
Income from investment operations
Net investment income...............        .05
Net realized and unrealized gain
   (loss) on investment
   transactions.....................       (.03)

                                      ----------
   Total from investment
      operations....................        .02

                                      ----------
Less distributions
Dividends from net investment
   income...........................       (.05)
Distributions from net realized
   gains............................         --

                                      ----------
   Total distributions..............       (.05)

                                      ----------
Net asset value, end of period......   $  10.67

                                      ----------
                                      ----------
TOTAL RETURN(b):....................        .07%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....   $    102
Average net assets (000)............   $     31
Ratios to average net assets:
   Expenses, including distribution
      fees..........................       2.21%(c)
   Expenses, excluding distribution
      fees..........................       1.47%(c)
   Net investment income............       4.75%(c)
Portfolio turnover rate.............         40%
</TABLE>

- ---------------
(a) Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions. Total returns for periods of less than a full year are not
    annualized.
(c) Annualized.
(d) Commencement of offering of Class C shares.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-99

<PAGE>
                                          PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report              MARYLAND SERIES
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Maryland Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Maryland
Series as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Maryland Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                       B-100

<PAGE>
Portfolio of Investments                PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                   MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                   Rating       Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--97.3%
- ---------------------------------------------------------------------------------------------------------------------------------
Attleboro Massachusetts, Gen. Oblig., A.M.B.A.C.                 Aaa              5.125%      12/01/15    $ 1,000     $   924,420
Boston Mass. Ind. Dev. Fin. Auth., Swr. Fac. Rev.,
   Harbor Electric Energy Co. Proj.                              Baa1             7.375        5/15/15      1,500       1,599,465
Boston Mass. Rev., Boston City Hospital, F.H.A.                  Aa               5.75         2/15/23      2,000       1,916,160
Brockton Massachusetts Gen. Oblig.                               Baa1             6.125        6/15/18      1,030       1,035,099
Gloucester Massachusetts Gen. Oblig., F.S.A.                     Aaa              5.50        11/15/13      2,000       1,960,600
Holyoke Massachusetts Gen. Oblig., School Proj., M.B.I.A.        Aaa              8.10         6/15/05        700         832,265
Lowell Massachusetts Gen. Oblig.                                 Aaa              7.625        2/15/10        750(e)      856,695
Lynn Mass. Wtr. & Swr. Comn., Gen. Rev., Ser. A, M.B.I.A.        Aaa              7.25        12/01/10      2,100(e)    2,347,149
Mass. Bay Trans. Auth., Gen. Trans., Ser. B, A.M.B.A.C.          Aaa              5.375        3/01/25      1,000         933,190
Mass. St. Gen. Oblig.,
   Ser. A                                                        A                Zero         8/01/06        665         396,945
   Ser. A, A.M.B.A.C.                                            Aaa              5.00         7/01/12      1,000         935,470
   Ser. C, F.G.I.C.                                              Aaa              6.00         8/01/09      1,500       1,585,725
Mass. St. Hlth. & Edl. Facs. Auth. Rev.,
   Beth Israel Hospital, A.M.B.A.C.                              Aaa              8.623(d)     7/01/25      1,500       1,486,875
   Dana Farber Cancer Proj., Ser. G-1                            A1               6.25        12/01/22        625         626,931
   Faulkner Hospital, Ser. C                                     Baa1             6.00         7/01/23      1,500       1,370,370
   Holyoke Hospital, Ser. B                                      Baa1             6.50         7/01/15      1,500       1,429,965
   Jordan Hospital, Ser. C                                       A-(c)            6.875       10/01/22      1,350       1,396,764
   Med Academic & Scientific A                                   A-(c)            6.625        1/01/15      1,000       1,030,430
   Newton-Wellesley Hospital, M.B.I.A.                           Aaa              5.875        7/01/15      1,000         995,960
   Newton-Wellesley Hospital, M.B.I.A.                           Aaa              6.00         7/01/18      1,000         999,900
   Valley Regional Hlth. Sys.                                    AAA(c)           7.00         7/01/10        825         933,397
   Valley Regional Hlth. Sys., Ser. B                            Aaa              8.00         7/01/18      1,000(e)    1,132,760
   Winchester Hospital, Ser. D                                   AAA(c)           5.75         7/01/24      2,000       1,893,820
Mass. St. Hsg. Fin. Agcy. Hsg. Rev., Sngl. Fam. Mtge., Ser.
   6                                                             Aa               8.10        12/01/14      1,755       1,848,278
Mass. St. Ind. Fin. Agcy. Rev.,
   Brooks School                                                 A                5.95         7/01/23        640         619,142
   Cape Cod Hlth. Sys.                                           Aaa              8.50        11/15/20      2,000(e)    2,323,140
   Phillips Academy                                              Aa1              5.375        9/01/23      1,695       1,566,960
Mass. St. Mun. Wholesale Elec. Co. Pwr. Supply Sys. Rev.,
   Ser. A, A.M.B.A.C.                                            Aaa              5.00         7/01/14      1,500       1,350,645
Mass. St. Port Authority Rev., Ser. B                            Aa               5.00         7/01/18      1,000         871,410
Mass. St. Water Pollution Abatement Trust,
   Water Pollution Rev.                                          Aa               6.00         8/01/05      1,000       1,060,860
   Water Pollution Rev.                                          Aa               6.375        2/01/15      1,000       1,050,850
Mass. St. Water Res. Auth., Ser. B, M.B.I.A.                     Aaa              6.25        12/01/11      1,000       1,078,800
Palmer Massachusetts Gen. Oblig., Ser. F, A.M.B.A.C.             Aaa              7.30         3/01/10        500(e)      552,395
Plymouth County Corr. Facs. Proj., Cert. of Part., Ser. A        A-(c)            7.00         4/01/22        500         549,870
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-101

<PAGE>
Portfolio of Investments                PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                   MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                   Rating       Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Commonwealth,
   Aqueduct & Swr. Auth. Rev., M.B.I.A.                          Aaa               6.00%       7/01/07   $  1,000     $ 1,070,690
   Gen. Oblig.                                                   Baa1              5.25        7/01/18      1,000         899,200
   Gen. Oblig., A.M.B.A.C.                                       Aaa               7.00        7/01/10      1,000       1,154,440
   Gen. Oblig., F.S.A.                                           Aaa               7.958(d)    7/01/20      1,250       1,220,312
   Hwy. & Trans. Auth. Rev., Ser. T                              Baa1              6.625       7/01/18      1,380 (e)   1,533,263
Puerto Rico Electric Pwr. Auth. Pwr. Rev., Ser. T                Baa1              6.375       7/01/24      1,000       1,040,260
Quabbin Mass. Reg. School Dist., Jr.-Sr. High Sch. Proj.,
   M.B.I.A.                                                      Aaa               5.50        6/15/06      1,045       1,069,537
                                                                                                                      -----------
Total long-term investments (cost $46,726,526)                                                                         49,480,407
                                                                                                                      -----------
SHORT-TERM INVESTMENTS--1.6%
Mass. St. Hlth. & Edl. Facs. Auth. Rev., Cap. Asset Prog.,
   Ser. D, M.B.I.A., F.R.D.D.                                    VMIG1             3.75        9/03/96        700         700,000
Mass. St. Ind. Fin. Agcy., Pollution Control Rev. Ser. 92
   F.R.D.D.                                                      VMIG1             3.60        9/03/96        100         100,000
                                                                                                                      -----------
Total short-term investments (cost $800,000)                                                                              800,000
                                                                                                                      -----------
                                                                                            Expiration
OUTSTANDING CALL OPTION PURCHASED                                                              Date      Contracts(f)
                                                                                            ----------   ---------
U.S. Treasury Bond Future, expiring Sept. '96 @ $114.00
(cost $18,435)                                                   NR                   --       9/21/96         50             781
Total Investments--98.9%
(cost $47,544,961; Note 4)                                                                                             50,281,188
Other assets in excess of liabilities --1.1%                                                                              580,698
                                                                                                                      -----------
Net Assets--100%                                                                                                      $50,861,886
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Corporation.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
interest rate. The rate shown is the rate at year end.
(e) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
(f) One contract equals $1,000 face value.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-102

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities         MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                             <C>
Assets                                                                                                         August 31, 1996
Investments, at value (cost $47,544,961)..................................................................      $  50,281,188
Cash......................................................................................................             63,452
Interest receivable.......................................................................................            637,161
Receivable for Series shares sold.........................................................................             34,829
Deferred expenses and other assets........................................................................              1,507
                                                                                                                ---------------
   Total assets...........................................................................................         51,018,137
                                                                                                                ---------------
Liabilities
Accrued expenses..........................................................................................             81,993
Dividends payable.........................................................................................             39,686
Management fee payable....................................................................................             19,675
Distribution fee payable..................................................................................             12,197
Deferred trustees' fees...................................................................................              2,700
                                                                                                                ---------------
   Total liabilities......................................................................................            156,251
                                                                                                                ---------------
Net Assets................................................................................................      $  50,861,886
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................      $      44,098
   Paid-in capital in excess of par.......................................................................         47,510,044
                                                                                                                ---------------
                                                                                                                   47,554,142
   Accumulated net realized gain on investments...........................................................            571,517
   Net unrealized appreciation on investments.............................................................          2,736,227
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................      $  50,861,886
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($28,058,042 / 2,431,996 shares of beneficial interest issued and outstanding)......................               $11.54
   Maximum sales charge (3% of offering price)............................................................                .36
                                                                                                                ---------------
   Maximum offering price to public.......................................................................             $11.90
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($22,758,409 / 1,973,880 shares of beneficial interest issued and outstanding)......................             $11.53
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offer price and redemption price per share
      ($45,435 / 3,941 shares of beneficial interest issued and outstanding)..............................             $11.53
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-103
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest...................................     $ 3,296,943
                                                 ---------------
Expenses
   Management fee.............................         269,415
   Distribution fee--Class A..................          28,091
   Distribution fee--Class B..................         128,755
   Distribution fee--Class C..................             304
   Reports to shareholders....................          86,000
   Custodian's fees and expenses..............          75,000
   Registration fees..........................          50,000
   Transfer agent's fees and expenses.........          35,000
   Audit fee and expenses.....................          12,300
   Legal fees and expenses....................          12,000
   Trustees' fees and expenses................           3,900
   Miscellaneous..............................           4,289
                                                 ---------------
      Total expenses..........................         705,054
      Less: Management fee waiver.............         (26,941)
         Custodian fee credit.................          (4,246)
                                                 ---------------
   Net expenses...............................         673,867
                                                 ---------------
Net investment income.........................       2,623,076
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions....................       1,055,600
   Financial futures transactions.............         (57,631)
   Written options transactions...............          16,842
                                                 ---------------
                                                     1,014,811
                                                 ---------------
Net change in unrealized depreciation on:
   Investments................................      (1,098,536)
                                                 ---------------
Net loss on investments.......................         (83,725)
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 2,539,351
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS SERIES
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Increase (Decrease)                     Year Ended August 31,
In Net Assets                            1996           1995
<S>                                   <C>            <C>
Operations
   Net investment income............  $ 2,623,076    $ 3,002,835
   Net realized gain on investment
      transactions..................    1,014,811        294,358
   Net change in unrealized
      appreciation/depreciation of
      investments...................   (1,098,536)       871,511
                                      -----------    -----------
   Net increase in net assets
      resulting from operations.....    2,539,351      4,168,704
                                      -----------    -----------
Dividends and distributions (Note 1)
   Dividends from net investment
      income
      Class A.......................   (1,420,826)      (884,881)
      Class B.......................   (1,200,467)    (2,117,251)
      Class C.......................       (1,783)          (703)
                                      -----------    -----------
                                       (2,623,076)    (3,002,835)
                                      -----------    -----------
   Distributions from net realized
      gains
      Class A.......................     (162,429)            --
      Class B.......................     (151,088)            --
      Class C.......................         (242)            --
                                      -----------    -----------
                                         (313,759)            --
                                      -----------    -----------
Series share transactions (net of
   share conversions) (Note 5)
   Net proceeds from shares sold....    2,218,216      3,105,413
   Net asset value of shares issued
      in reinvestment of
      dividends.....................    1,723,072      1,755,219
   Cost of shares reacquired........   (8,587,851)    (7,833,814)
                                      -----------    -----------
   Net decrease in net assets from
      Series share transactions.....   (4,646,563)    (2,973,182)
                                      -----------    -----------
   Total decrease...................   (5,044,047)    (1,807,313)
Net Assets
Beginning of year...................   55,905,933     57,713,246
                                      -----------    -----------
End of year.........................  $50,861,886    $55,905,933
                                      -----------    -----------
                                      -----------    -----------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                     B-104
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Massachusetts Series (the ``Series'')
commenced investment operations in September, 1984. The Series is diversified
and seeks to achieve its investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. The Series invests in financial futures contracts
solely for the purpose of hedging its existing portfolio securities or
securities the Series intends to purchase against fluctuations in value caused
by changes in prevailing market interest rates. Should interest rates move
unexpectedly, the Series may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.

Options: The Fund may either purchase or write options in order to hedge against
adverse market movements or fluctuations in value caused by changes in
prevailing interest rates or foreign currency exchange rates with respect to
securities or currencies which the Fund currently owns or intends to purchase.
When the Fund purchases an option, it pays a premium and an amount equal to that
premium is recorded as an investment. When the Fund writes an option, it
receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Fund realizes
a gain or loss to the extent of the premium received or paid. If an option is
exercised, the premium received or paid is an adjustment to the proceeds from
the sale or the cost basis of the purchase in determining whether the Fund has
realized a gain or loss. The difference between the premium and the amount
received or paid on effecting a closing purchase or sale transaction is also
treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions.

The Fund, as writer of an option, has no control over whether the underlying
securities or currencies may be sold (called) or purchased (put). As a result,
the Fund bears the market risk of an unfavorable change in the price of the
security or currency underlying the written option. The Series, as purchaser of
an option, bears the risk of the potential inability of the counterparties to
meet the terms of their contracts.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income. Expenses
are recorded on the accrual basis which may require the use of certain estimates
by management.
- --------------------------------------------------------------------------------


                                      B-105

<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
short-term capital gains and market discount.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $26,941 ($0.01 per share; .05% of average net
assets) until further notice. The Series is not required to reimburse PMF for
such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI''), became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also distributor of the Class B and Class C shares
of the Fund. The Fund compensated PMFD and PSI for distributing and servicing
the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares for distribution-related activities at an annual rate of up to .30 of 1%,
 .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$6,700 in front-end sales charges resulting from sales of Class A shares during
the year ended August 31, 1996. From these fees, PMFD and PSI paid such sales
charges to affiliated broker-dealers, which in turn paid commissions to sales
persons and incurred other distribution costs.

PSI has advised the Series that for the year ended August 31, 1996, it received
approximately $41,400 in contingent deferred sales charges imposed upon certain
redemptions by Class B shareholders.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the year ended August 31,
1996, the Series incurred fees of approximately $25,300 for the services of
PMFS. As of August 31, 1996, approximately $2,000 of such fees were due to PMFS.
Transfer agent fees and expenses in the statement of operations include certain
out-of-pocket expenses paid to non-affiliates.
- --------------------------------------------------------------------------------


                                      B-106
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1996, were $9,435,421 and
$12,728,317, respectively.

The cost basis of investments for federal income tax purposes, at August 31,
1996, was $47,653,790 and, accordingly, net unrealized appreciation of
investments for federal income tax purposes was $2,627,398 (gross unrealized
appreciation--$2,867,364, gross unrealized depreciation--$239,966).

Transactions in written options during the year ended August 31, 1996 were as
follows:
<TABLE>
<CAPTION>
                                       Number of    Premiums
                                       Contracts    Received
                                       ---------    --------
<S>                                    <C>          <C>
Options written......................         75    $ 16,842
Options expired......................        (75)    (16,842)
                                       ---------    --------
Options outstanding at August 31,
  1996...............................          0    $      0
                                       ---------    --------
                                       ---------    --------
</TABLE>

- ------------------------------------------------------------
Note 5. Capital

The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3%. Class B shares are sold with
a contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
will automatically convert to Class A shares on a quarterly basis approximately
seven years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.

Transactions in shares of beneficial interest for the year ended August 31, 1996
and fiscal year ended August 31, 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................      41,217    $    487,329
Shares issued in reinvestment of
  dividends and distributions.......      80,396         943,108
Shares reacquired...................    (389,160)     (4,544,162)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (267,547)     (3,113,725)
Shares issued upon conversion from
  Class B...........................     333,272       3,892,048
                                      ----------    ------------
Net increase in shares
  outstanding.......................      65,725    $    778,323
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................      32,229    $    365,268
Shares issued in reinvestment of
  dividends and distributions.......      44,959         516,523
Shares reacquired...................    (153,318)     (1,754,945)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................     (76,130)       (873,154)
Shares issued upon conversion from
  Class B...........................   2,240,731      25,201,555
                                      ----------    ------------
Net increase in shares
  outstanding.......................   2,164,601    $ 24,328,401
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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

                                       B-107
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements            MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................     144,346    $  1,689,531
Shares issued in reinvestment of
  dividends and distributions.......      66,308         777,976
Shares reacquired...................    (343,488)     (4,032,383)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (132,834)     (1,564,876)
Shares reacquired upon conversion
  into Class A......................    (333,455)     (3,892,048)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (466,289)   $ (5,456,924)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     241,751    $  2,725,137
Shares issued in reinvestment of
  dividends and distributions.......     111,056       1,237,961
Shares reacquired...................    (546,923)     (6,076,741)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (194,116)     (2,113,643)
Shares reacquired upon conversion
  into Class A......................  (2,242,679)    (25,201,555)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (2,436,795)   $(27,315,198)
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................       3,492    $     41,356
Shares issued in reinvestment of
  dividends and distributions.......         170           1,988
Shares reacquired...................        (958)        (11,306)
                                      ----------    ------------
Net increase in shares
  outstanding.......................       2,704    $     32,038
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................       1,340    $     15,008
Shares issued in reinvestment of
  dividends.........................          65             735
Shares reacquired...................        (187)         (2,128)
                                      ----------    ------------
Net increase in shares
  outstanding.......................       1,218    $     13,615
                                      ----------    ------------
                                      ----------    ------------
</TABLE>


                                      B-108
<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                     MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       Class A
                                               -------------------------------------------------------
                                                                Year Ended August 31,
                                               -------------------------------------------------------
                                                  1996         1995        1994       1993       1992
                                               ----------     -------     ------     ------     ------
<S>                                            <C>            <C>         <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year...........   $  11.63      $ 11.37     $12.17     $11.50     $10.94
                                               ----------     -------     ------     ------     ------
Income from investment operations
Net investment income........................        .59(a)       .65(a)     .67        .68        .69
Net realized and unrealized gain (loss) on
   investment transactions...................       (.02)         .26       (.73)       .67        .56
                                               ----------     -------     ------     ------     ------
   Total from investment operations..........        .57          .91       (.06)      1.35       1.25
                                               ----------     -------     ------     ------     ------
Less distributions
Dividends from net investment income.........       (.59)        (.65)      (.67)      (.68)      (.69)
Distributions from net realized gains........       (.07)          --       (.07)        --         --
                                               ----------     -------     ------     ------     ------
   Total distributions.......................       (.66)        (.65)      (.74)      (.68)      (.69)
                                               ----------     -------     ------     ------     ------
Net asset value, end of year.................   $  11.54      $ 11.63     $11.37     $12.17     $11.50
                                               ----------     -------     ------     ------     ------
                                               ----------     -------     ------     ------     ------
TOTAL RETURN(b):.............................       4.93%        8.33%      (.58)%    12.10%     11.76%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)................   $ 28,058      $27,525     $2,293     $2,325     $  903
Average net assets (000).....................   $ 28,091      $15,837     $2,578     $1,336     $  770
Ratios to average net assets:
   Expenses, including distribution fees.....       1.06%(a)      .97%(a)    .87%       .95%       .99%
   Expenses, excluding distribution fees.....        .96%(a)      .87%(a)    .77%       .85%       .89%
   Net investment income.....................       5.06%(a)     5.59%(a)   5.60%      5.79%      6.14%
Portfolio turnover rate......................         18%          36%        33%        56%        32%
</TABLE>

- ---------------
(a) Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-109

<PAGE>
                                          PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                      MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       Class B                                  Class C
                                               -------------------------------------------------------     ------------------
                                                                                                               Year Ended
                                                                Year Ended August 31,                          August 31,
                                               -------------------------------------------------------     ------------------
                                                1996        1995        1994        1993        1992        1996        1995
                                               -------     -------     -------     -------     -------     -------     ------
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year...........  $ 11.62     $ 11.36     $ 12.17     $ 11.49     $ 10.94     $ 11.62     $11.36
                                               -------     -------     -------     -------     -------     -------     ------
Income from investment operations
Net investment income........................      .54(a)      .60(a)      .61         .63         .64         .51(a)     .57(a)
Net realized and unrealized gain (loss) on
   investment transactions...................     (.02)        .26        (.74)        .68         .55        (.02)       .26
                                               -------     -------     -------     -------     -------     -------     ------
   Total from investment operations..........      .52         .86        (.13)       1.31        1.19         .49        .83
                                               -------     -------     -------     -------     -------     -------     ------
Less distributions
Dividends from net investment income.........     (.54)       (.60)       (.61)       (.63)       (.64)       (.51)      (.57)
Distributions from net realized gains........     (.07)         --        (.07)         --          --        (.07)        --
                                               -------     -------     -------     -------     -------     -------     ------
   Total distributions.......................     (.61)       (.60)       (.68)       (.63)       (.64)       (.58)      (.57)
                                               -------     -------     -------     -------     -------     -------     ------
Net asset value, end of year.................  $ 11.53     $ 11.62     $ 11.36     $ 12.17     $ 11.49     $ 11.53     $11.62
                                               -------     -------     -------     -------     -------     -------     ------
                                               -------     -------     -------     -------     -------     -------     ------
TOTAL RETURN(b):.............................     4.51%       7.90%      (1.15)%     11.77%      11.23%       4.26%      7.60%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)................  $22,758     $28,367     $55,420     $61,121     $53,449     $    45     $   14
Average net assets (000).....................  $25,751     $39,455     $59,544     $55,965     $50,607     $    41     $   14
Ratios to average net assets:
   Expenses, including distribution fees.....     1.46%(a)    1.34%(a)    1.27%       1.35%       1.39%       1.72%(a)   1.60%(a)
   Expenses, excluding distribution fees.....      .96%(a)     .84%(a)     .77%        .85%        .89%        .97%(a)    .85%(a)
   Net investment income.....................     4.66%(a)    5.37%(a)    5.20%       5.39%       5.74%       4.39%(a)   5.07%(a)
Portfolio turnover rate......................       18%         36%         33%         56%         32%         18%        36%
<CAPTION>

<S>                                            <C>
                                               August 1,
                                                1994(d)
                                                through
                                               August 31,
                                                  1994
                                                  -----
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year...........    $11.41
                                                  -----

Income from investment operations
Net investment income........................       .04
Net realized and unrealized gain (loss) on
   investment transactions...................      (.05)
                                                  -----

   Total from investment operations..........      (.01)
                                                  -----

Less distributions
Dividends from net investment income.........      (.04)
Distributions from net realized gains........        --
                                                  -----

   Total distributions.......................      (.04)
                                                  -----

Net asset value, end of year.................    $11.36
                                                  -----
                                                  -----

TOTAL RETURN(b):.............................     (0.27)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)................    $  216(e)
Average net assets (000).....................    $   15(e)
Ratios to average net assets:
   Expenses, including distribution fees.....      1.57%(c)
   Expenses, excluding distribution fees.....       .82%(c)
   Net investment income.....................      5.06%(c)
Portfolio turnover rate......................        33%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total
     return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported
     and includes reinvestment of dividends and distributions.
     Total returns for periods of less than a full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.
 (e) Amounts are actual and not rounded to the nearest thousand.

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.

                                      B-110

<PAGE>
                                           PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report               MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Massachusetts Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Massachusetts
Series, as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Massachusetts Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996





                                      B-111
<PAGE>
Portfolio of Investments                   PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                      MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Boston Wtr. & Swr. Comm., Ser. 94A, F.R.W.D.                     VMIG1            3.10%        9/05/96    $ 1,300     $ 1,300,000
Brazos River Auth. Poll. Ctrl. Rev.,
   Texas Util. Elec. Co. A, Ser. 95A, F.R.D.D.                   VMIG1            3.95         9/03/96      1,300       1,300,000
   Texas Util. Elec. Co., Ser. 95C, F.R.D.D.                     VMIG1            4.00         9/03/96        200         200,000
Chicopee Mass., Gen. Oblig., Ser. 96, F.S.A.                     Aaa              6.00         8/01/97        600         611,201
Dracut Mass., Gen. Oblig., A.M.B.A.C.                            Aaa              6.00         6/01/97        740         752,373
Fitchburg Mass., Gen. Oblig., Ser. 96, A.M.B.A.C.                Aaa              5.50         3/01/97      1,200       1,212,824
Holyoke Poll. Ctrl. Rev., Ser. 88, F.R.W.D.                      A-1+(c)          3.10         9/04/96        900         900,000
Mashpee Mass., Ser. 96, B.A.N.                                   NR               4.00         2/07/97      1,500       1,501,890
Mass. Edl. Loan Auth. Rev., Issue E, Ser. 96A, F.R.W.D.          A-1+(c)          3.40         9/04/96      1,500       1,500,000
Mass. Mun. Whsl. Elec. Co. Pwr. Supply Sys. Rev., Ser. 94C,
   F.R.W.D.                                                      VMIG1            3.35         9/04/96      2,500       2,500,000
Mass. St., Gen. Oblig., Ded. Inc.Tax, Ser. 90B, F.R.D.D.         VMIG1            3.65         9/03/96      1,700       1,700,000
Mass. St. Hlth. & Edl. Facs. Auth. Rev.,
   Boston Univ., Ser. 85H, T.E.C.P.                              VMIG1            3.50        10/17/96      2,000       2,000,000
   Cap. Asset Prog., Ser. 85C, F.R.D.D., M.B.I.A.                VMIG1            3.55         9/03/96        600         600,000
   Cap. Asset Prog., Ser. D, F.R.D.D., M.B.I.A.                  VMIG1            3.75         9/03/96      1,200       1,200,000
   Harvard Univ., Ser. 89L, T.E.C.P.                             VMIG1            3.55        12/13/96      1,300(d)    1,300,000
Mass. St. Hsg. Fin. Agcy. Rev.,
   Long Opt Per. Ser. 11, A.N.N.O.T., A.M.B.A.C.                 Aaa              4.00         9/01/97      1,695       1,695,000
   Multi Family Rev., Ser. A, G.N.M.A., F.R.W.D.                 A-1+(c)          3.35         9/04/96      1,000       1,000,000
Mass. St. Ind. Fin. Agcy. Ind. Rev.,
   Bradford College, Ser. 95A, F.R.W.D.                          VMIG1            3.40         9/04/96      1,500       1,500,000
   Edgewood Retirement, Ser. 95C, F.R.W.D.                       VMIG1            3.45         9/04/96      2,500       2,500,000
   Goddard House, Ser. 95, F.R.W.D.                              A-1(c)           3.55         9/05/96      2,000       2,000,000
   Hazen Paper Co., Ser. 95, F.R.W.D.                            A-2(c)           3.60         9/05/96      1,350       1,350,000
   Nutramax Prods. Inc., Ser. 96A, F.R.W.D.                      A-1+(c)          3.55         9/05/96      2,000       2,000,000
   Ocean Spray Cranberries Inc. Proj., Ser. 84, A.N.N.O.T.       A+(c)            3.95        10/15/96      1,400       1,400,000
   Riverdale Mills, Ser. 95, F.R.W.D.                            A-2(c)           3.60         9/05/96      1,300       1,300,000
   United Med. Corp. Issue, Ser. 92, F.R.W.D.                    P-1              3.35         9/04/96        700         700,000
Mass. St. Ind. Fin. Agcy. Poll. Ctrl. Rev., New England
   Pwr. Co.
   Proj., Ser. 93A, T.E.C.P.                                     VMIG1            3.70        10/09/96      2,000       2,000,000
Mass. St. Wtr. Res. Auth., Fltg. Rate Rcpts., Ser. SG17,
   F.R.W.D.,
   A.M.B.A.C.                                                    A-1+(c)          3.60         9/05/96      1,440       1,440,000
Mass. St.. Port. Auth. Rev., Multi Modal Rev. Ref.,
   Ser.95B, F.R.D.D.                                             VMIG1            3.85         9/03/96      2,400       2,400,000
Town of Milford Mass., Gen. Oblig., M.B.I.A.                     Aaa              4.50         8/15/97        608         611,936
Natick Mass., Gen. Oblig., Ser. 96, B.A.N.                       NR               3.70         5/22/97      1,000       1,000,346
Needham Mass., Gen. Oblig., Ser. 96                              Aa               4.75         5/15/97        865         871,327
North Attleborough Mass., Gen. Oblig., Ser. 93A, M.B.I.A.        Aaa              3.80         1/15/97        728         728,168
Northampton Mass., Gen. Oblig., Ser. 96, M.B.I.A.                Aaa              4.25         5/15/97        752         754,552
Peabody Mass., Gen. Oblig., Ser. 96, B.A.N.                      NR               4.15         8/15/97      1,000       1,002,887
Puerto Rico Ind. Med. & Environ. Poll. Ctrl. Fac., Fin.
   Auth. Rev.,
   Pharmaceuticals, Ser. 83A, A.N.N.O.T.                         AAA(c)           3.80        12/01/96      2,000       2,000,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-112

<PAGE>
Portfolio of Investments                   PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                      MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Revere Hsg. Auth. Multifamily Mtge. Rev., Waters Edge Apts.
   Proj., Ser. 91C, F.R.W.D., F.S.A.                             A-1(c)           4.00%        9/06/96    $ 1,990     $ 1,990,000
                                                                                                                      -----------
Total Investments--96.7%
(cost $48,822,504;(e))                                                                                                 48,822,504
Other assets in excess of liabilities--3.3%                                                                             1,688,908
                                                                                                                      -----------
Net Assets--100%                                                                                                      $50,511,412
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    A.N.N.O.T.--Annual Optional Tender.
    B.A.N.--Bond Anticipation Note.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Corporation.
    T.E.C.P.--Tax Exempt Commercial Paper.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
(e) The cost of securities for federal income tax purposes is substantially the
    same as for financial reporting purposes.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-113

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilitie          MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
Assets                                                                                                         August 31, 1996
<S>                                                                                                             <C>
Investments, at amortized cost which approximates market value............................................        $48,822,504
Cash......................................................................................................             83,642
Receivable for investments sold...........................................................................          3,748,179
Receivable for Series shares sold.........................................................................            446,889
Interest receivable.......................................................................................            274,359
Other assets..............................................................................................              1,488
                                                                                                                ---------------
   Total assets...........................................................................................         53,377,061
                                                                                                                ---------------
Liabilities
Payable for investments purchased.........................................................................          1,710,679
Payable for Series shares reacquired......................................................................          1,055,065
Accrued expenses..........................................................................................             63,707
Dividends payable.........................................................................................             25,098
Management fee payable....................................................................................              5,460
Distribution fee payable..................................................................................              2,940
Deferred trustees' fees...................................................................................              2,700
                                                                                                                ---------------
   Total liabilities......................................................................................          2,865,649
                                                                                                                ---------------
Net Assets................................................................................................        $50,511,412
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value.......................................................        $   505,114
   Paid-in capital in excess of par.......................................................................         50,006,298
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................        $50,511,412
                                                                                                                ---------------
                                                                                                                ---------------
Net asset value, offering price and redemption price per share ($50,511,412 / 50,511,412 shares of
   beneficial interest issued and outstanding; unlimited number of shares authorized).....................                $1.00
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-114

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1996
<S>                                            <C>
Income
   Interest.................................    $   1,978,034
                                               ---------------
Expenses
   Management fee...........................          273,444
   Distribution fee.........................           68,361
   Custodian's fees and expenses............           60,000
   Reports to shareholders..................           32,000
   Transfer agent's fees and expenses.......           25,000
   Registration fees........................           15,000
   Amortization of organization expenses....           11,150
   Audit fees and expenses..................           10,800
   Legal fees and expenses..................            5,000
   Trustees' fees and expenses..............            3,900
   Insurance expense........................            1,000
   Miscellaneous............................            2,148
                                               ---------------
      Total expenses........................          507,803
   Less: Management fee waiver..............         (205,083)
      Custodian fee credit..................           (6,728)
                                               ---------------
      Net expenses..........................          295,992
                                               ---------------
Net investment income.......................        1,682,042
                                               ---------------
Realized Loss on Investments
Net realized loss on investment
   transactions.............................             (130)
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................    $   1,681,912
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase                                Year Ended August 31,
in Net Assets                          1996               1995
<S>                               <C>                <C>
Operations
   Net investment income........   $    1,682,042     $    1,349,006
   Net realized loss on
      investment transactions...             (130)              (663)
                                  ---------------    ---------------
   Net increase in net assets
      resulting from
      operations................        1,681,912          1,348,343
                                  ---------------    ---------------
Dividends to shareholders (Note
   1)...........................       (1,681,912)        (1,348,343)
                                  ---------------    ---------------
Series share transactions
   (at $1 per share)
   Net proceeds from shares
   sold.........................      264,188,977        209,358,640
   Net asset value of shares
      issued to shareholders in
      reinvestment of
      dividends.................        1,637,636          1,276,924
   Cost of shares reacquired....     (272,137,014)      (191,091,855)
                                  ---------------    ---------------
   Net increase (decrease) in
      net assets from Series
      share transactions........       (6,310,401)        19,543,709
                                  ---------------    ---------------
Total increase (decrease).......       (6,310,401)        19,543,709
Net Assets
Beginning of year...............       56,821,813         37,278,104
                                  ---------------    ---------------
End of year.....................   $   50,511,412     $   56,821,813
                                  ---------------    ---------------
                                  ---------------    ---------------
</TABLE>

- --------------------------------------------------------------------------------
                                          See Notes to Financial Statements.


                                      B-115

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Massachusetts Money Market Series (the
``Series'') commenced investment operations on August 5, 1991. The Series is
non-diversified and seeks to provide the highest level of income that is exempt
from Massachusetts State, local and federal income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities having a
maturity of thirteen months or less and whose ratings are within the two highest
ratings categories by a nationally recognized statistical rating organization,
or if not rated, are of comparable quality. The ability of the issuers of the
securities held by the Series to meet their obligations may be affected by
economic developments in a specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 P.M., New York time.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.The Fund amortizes premiums and accretes original issue discount
on portfolio securities as adjustments to interest income. Expenses are recorded
on the accrual basis which may require the use of certain estimates by
management.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason, no federal income tax provision is required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly. Income distributions and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.

Deferred Organization Expenses: The Series incurred approximately $51,000 in
organization and initial registration expenses. Such amount was deferred and
amortized over the period of 60 months ended July 1996.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the year
ended August 31, 1996, PMF voluntarily waived 75% of its management fee. The
amount of fees waived for the year ended August 31, 1996 amounted to $205,083
($.004 per share; .375% of average net assets).

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Fund through January 1,
1996. Effective January 2, 1996, Prudential Securities Incorporated (``PSI'')
became the distributor of the Fund and is serving the Fund under the same terms
and conditions as under the arrangement with PMFD. The Series reimbursed PMFD
and PSI for distributing and servicing the Series' shares pursuant to the plan
of distribution at an annual rate of .125 of 1% of the Series' average daily net
assets. The distribution fee is accrued daily and payable monthly.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1996,
the Series incurred fees of approximately $22,800 for the services of PMFS. As
of August 31, 1996, approximately $1,800 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- --------------------------------------------------------------------------------


                                      B-116
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                         MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    Year Ended August 31,
                                                                   -------------------------------------------------------
                                                                    1996        1995        1994        1993        1992
                                                                   -------     -------     -------     -------     -------
<S>                                                                <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.............................    $  1.00     $  1.00     $  1.00     $  1.00     $  1.00
Net investment income and realized gains(a)....................       .031        .031        .019        .021        .034
Dividends and distributions to shareholders....................      (.031)      (.031)      (.019)      (.021)      (.034)
                                                                   -------     -------     -------     -------     -------
Net asset value, end of year...................................    $  1.00     $  1.00     $  1.00     $  1.00     $  1.00
                                                                   -------     -------     -------     -------     -------
                                                                   -------     -------     -------     -------     -------
TOTAL RETURN(b):...............................................       3.12%       3.10%       1.89%       2.17%       3.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..................................    $50,511     $56,822     $37,278     $36,608     $18,019
Average net assets (000).......................................    $54,689     $42,919     $42,427     $32,246     $15,477
Ratios to average net assets:(a)
   Expenses, including distribution fees.......................       .554%       .627%       .620%       .365%       .125%
   Expenses, excluding distribution fees.......................       .429%       .502%       .495%       .240%        .00%
   Net investment income.......................................       3.08%       3.14%       1.86%       2.11%       3.20%
</TABLE>

- ---------------
(a) Net of management fee waiver and/or expense subsidy.
(b) Total return includes reinvestment of dividends and distributions.
- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                      B-117

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Massachusetts Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Massachusetts
Money Market Series, as of August 31, 1996, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Massachusetts Money Market Series, as of August 31, 1996, the
results of its operations, the changes in its net assets, and its financial
highlights for the respective stated periods in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-118

<PAGE>
Portfolio of Investments               PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                  MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--96.0%
- ---------------------------------------------------------------------------------------------------------------------------------
Adams Twnshp. Michigan Sch. Dist. Gen. Oblig., A.M.B.A.C.        Aaa              6.60%       5/01/24    $  1,000     $ 1,076,300
Avondale Michigan Sch. Dist., A.M.B.A.C.
   Oakland Cnty., Gen. Oblig.                                    Aaa              5.75        5/01/14         665         659,121
   Oakland Cnty., Gen. Oblig.                                    Aaa              5.80        5/01/15         525         521,168
   Oakland Cnty., Gen. Oblig.                                    Aaa              5.80        5/01/16         550         544,225
Brandon Sch. Dist. Gen. Oblig., F.G.I.C.
   Oakland & Lapeer Cnty.                                        Aaa              5.70        5/01/12       1,155       1,152,528
   Oakland & Lapeer Cnty.                                        Aaa              5.875       5/01/26       1,310       1,296,258
Breitung Twnshp. Sch. Dist. Rev., Gen. Oblig., M.B.I.A.          Aaa              6.30        5/01/15         250         261,878
Canton Charter Twnshp. Bldg. Auth.,
   Wayne Cnty. Golf Course,
      F.S.A.                                                     Aaa              4.75        1/01/12         450         405,787
      F.S.A.                                                     Aaa              4.75        1/01/13         500 (e)     446,475
      F.S.A.                                                     Aaa              4.75        1/01/14         500         438,565
      F.S.A.                                                     Aaa              4.75        1/01/11         450         409,707
Central Michigan Univ. Rev.                                      A                7.00       10/01/10         700 (f)     772,142
Detroit Econ. Dev. Corp., Res. Rec. Rev., Ser. A, F.S.A.         Aaa              6.875       5/01/09       1,000       1,061,590
Detroit Sewage Disp. Rev., Ser. 1993 A, F.G.I.C.                 Aaa              7.476       7/01/23       1,000 (d)     898,750
Detroit St. Aid, Gen. Oblig.                                     Baa              5.625       5/01/97       1,500 (f)   1,517,355
Detroit Wtr. Supply Sys. Rev.,
   F.G.I.C.                                                      Aaa              4.75        7/01/19       1,000         853,330
   Ser. B, M.B.I.A.                                              Aaa              5.55        7/01/12       1,000         989,540
Dickinson Cnty. Mem. Hosp. Sys. Rev.                             Ba1              8.00       11/01/14       1,000       1,056,830
East Detroit Michigan Sch. Dist. Rfdg., F.G.I.C.                 Aaa              6.625       5/01/07       1,600       1,783,376
Ferris St. Univ. Gen. Rev., A.M.B.A.C.                           Aaa              5.80       10/01/05         440         462,088
Grand Ledge Public Sch. Dist., M.B.I.A.                          Aaa              5.375       5/01/24       1,480       1,384,066
Grand Rapids San. Swr. Sys. Rev.                                 A1               7.00        1/01/16         500         537,375
Guam Pwr. Auth. Rev., Ser. A                                     BBB(c)           6.625      10/01/14       1,000       1,020,180
Holland Sch. Dist., A.M.B.A.C.                                   Aaa              Zero        5/01/15       2,400         783,072
Huron Valley Sch. Dist., Gen. Oblig., F.G.I.C.                   Aaa              Zero        5/01/10       3,500 (e)   1,604,050
Kent Hosp. Fac. Fin. Auth. Rev., Blodgette Mem. Med. Ctr.,
   Ser. A                                                        A                7.25        7/01/05         500         530,965
Kirtland Comm. College Dist., Gen. Oblig., M.B.I.A.              Aaa              4.625       5/01/16       1,025         881,480
Lincoln Park Michigan Sch. Dist.,
   F.G.I.C                                                       Aaa              7.00        5/01/20       1,500       1,663,800
   F.G.I.C.                                                      Aaa              5.90        5/01/26         750         745,762
Mason Public Sch. Dist., Gen. Oblig., F.G.I.C.                   Aaa              5.40        5/01/21       2,000       1,883,080
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-119

<PAGE>
Portfolio of Investments               PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                  MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Michigan Higher Ed., Student Loan Auth. Rev., Ser. XIII-A,
   M.B.I.A.                                                      Aaa              7.55%      10/01/08    $    500     $   509,215
Michigan Pub. Pwr. Agcy. Rev., Belle River Proj., Ser. A         A1               5.00        1/01/19       1,000         881,110
Michigan St. Hosp. Fin. Auth. Rev.,
   Bay Med. Ctr., Ser. A                                         Baa1             8.25        7/01/12       2,000       2,132,940
   Henry Ford Hosp.                                              Aaa              9.00        5/01/08       2,340 (f)   3,015,792
   Hosp. Genesys Hlth.                                           Baa              8.125      10/01/21       1,000       1,092,380
   Hosp. Genesys Hlth.                                           Baa              7.50       10/01/27         500         519,960
Michigan St. Hsg. Dev. Auth. Rev.,
   Multifamily Mtge. Insured Hsg., Ser. A                        A+(c)            7.15        4/01/10         810         845,989
   Multifamily Mtge. Insured Hsg., Ser. A                        A+(c)            7.70        4/01/23         500         528,405
   Sngl. Fam. Mtge., Ser. A                                      AA+(c)           7.70       12/01/16         370         375,879
Michigan St. Strategic Fund Ltd. Obligated Rev.,
   Waste Mgmt. Inc. Proj.,                                       A1               6.625      12/01/12       2,000       2,132,420
Michigan St. Trunk Line Hwy.,
   Ser. A, A.M.B.A.C.                                            Aaa              Zero       10/01/05       2,600       1,610,726
   Ser. A, A.M.B.A.C.                                            Aaa              Zero       10/01/06       1,250         727,450
Michigan St. Underground Storage Tank Fin. Assurance Auth.
   Rev., A.M.B.A.C.                                              Aaa              6.00        5/01/06       2,000 (e)   2,117,100
Michigan St. Univ. Rev., Ser. A, A.M.B.A.C.                      Aaa              5.125       2/15/16       1,000 (e)     922,950
Monroe Cnty. Poll. Ctrl. Rev., Detroit Edison Co., F.G.I.C.      Aaa              7.65        9/01/20       2,000 (e)   2,200,720
Mt. Pleasant Wtr. Rev., Wtr. & Swr.,
   M.B.I.A.                                                      Aaa              5.00        2/01/22         520         459,368
   M.B.I.A                                                       Aaa              4.00        2/01/23         550         410,382
   M.B.I.A                                                       Aaa              4.00        2/01/24         585         434,199
Oak Park, Gen. Oblig.,
   A.M.B.A.C.                                                    Aaa              7.00        5/01/11         375 (f)     420,188
   A.M.B.A.C.                                                    Aaa              7.00        5/01/12         400 (f)     448,200
Posen Cons. Sch. Dist., Sch. Dist. No. 9, M.B.I.A.               Aaa              6.75        5/01/22       1,000  e)(f)   1,114,950
Puerto Rico Commonwlth. Hwy. Auth. Rev., Ser. Q                  AAA(c)           7.75        7/01/16       1,500  e)(f)   1,697,430
Puerto Rico Commonwlth. Gen. Oblig., M.B.I.A.                    Aaa              7.887       7/01/08       1,000 (d)   1,043,750
Puerto Rico Elec. Pwr. Auth. Rev., Ser. N                        Baa1             7.125       7/01/14         920         989,846
Puerto Rico Ind. Tourist Edu., Med. & Envir. Ctrl. Facs.,
   M.B.I.A.                                                      Aaa              6.25        7/01/24       1,000       1,035,310
St. Clair Cnty., Wtr. Supply Sys. No. VII, IRA Township,
   A.M.B.A.C.                                                    Aaa              5.25        7/01/15       1,000         940,660
Univ. of Michigan Rev.,
   Pkg. Sys. Rfdg.                                               Aa1              5.00        6/01/15         500         450,890
Virgin Islands Wtr. & Pwr. Auth., Elec. Sys. Rev., Ser. A        NR               7.40        7/01/11         500         521,490
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-120

<PAGE>
Portfolio of Investments               PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                  MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Wayne Cnty. Bldg. Auth., Ser. A                                  Baa              8.00%       3/01/17    $  1,250 (f) $ 1,450,800
Western Michigan Univ. Gen. Rev., F.G.I.C.                       Aaa              5.00        7/15/21         500         439,290
Wyandotte Elec. Rev., M.B.I.A.                                   Aaa              6.25       10/01/08       2,000       2,167,860
                                                                                                                      -----------
Total long-term investments (cost $58,607,375)                                                                         61,278,492
SHORT-TERM INVESTMENTS--0.2%
Midland Cnty. Econ. Dev. Auth., Dow Chemical Co. Proj.,
   F.R.D.D., Ser. 93A                                            P1               3.90        9/03/96         100         100,000
                                                                                                                      -----------
Total short-term investments (cost $100,000)                                                                              100,000
                                                                                                                      -----------
Total Investments--96.2%
(cost $ 58,707,375; Note 4)                                                                                            61,378,492
Other assets in excess of liabilities--3.8%                                                                             2,434,888
                                                                                                                      -----------
Net Assets--100%                                                                                                      $63,813,380
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Corporation.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
    interest rate. The rate shown is the rate at year end.
(e) Pledged as initial margin on financial futures contracts.
(f) Prerefunded issues are secured by escrowed cash and/or direct U.S.
guaranteed obligations.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-121

<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                              <C>
Assets                                                                                                         August 31, 1996
Investments, at value (cost $58,707,375)...................................................................        $61,378,492
Cash.......................................................................................................             49,780
Receivable for investments sold............................................................................          1,515,490
Interest receivable........................................................................................          1,008,208
Receivable for Series shares sold..........................................................................             30,201
Due from broker - variation margin.........................................................................             16,250
Other assets...............................................................................................              1,944
                                                                                                                 ---------------
   Total assets............................................................................................         64,000,365
                                                                                                                 ---------------
Liabilities
Accrued expenses...........................................................................................             69,930
Dividends payable..........................................................................................             51,301
Management fee payable.....................................................................................             24,617
Payable for Series shares reacquired.......................................................................             20,908
Distribution fee payable...................................................................................             17,529
Deferred trustees' fees....................................................................................              2,700
                                                                                                                 ---------------
   Total liabilities.......................................................................................            186,985
                                                                                                                 ---------------
Net Assets.................................................................................................        $63,813,380
                                                                                                                 ---------------
                                                                                                                 ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par...................................................................        $    54,483
   Paid-in capital in excess of par........................................................................         61,024,390
                                                                                                                 ---------------
                                                                                                                    61,078,873
   Accumulated net realized gain on investments............................................................             30,452
   Net unrealized appreciation on investments..............................................................          2,704,055
                                                                                                                 ---------------
Net assets, August 31, 1996................................................................................        $63,813,380
                                                                                                                 ---------------
                                                                                                                 ---------------
Class A:
   Net asset value and redemption price per share
      ($28,730,162 / 2,451,978 shares of beneficial interest issued and outstanding).......................               $11.72
   Maximum sales charge (3% of offering price).............................................................                .36
                                                                                                                 ---------------
   Maximum offering price to public........................................................................             $12.08
                                                                                                                 ---------------
                                                                                                                 ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($34,970,785 / 2,986,735 shares of beneficial interest issued and outstanding).......................              $11.71
                                                                                                                 ---------------
                                                                                                                 ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($112,433 / 9,602 shares of beneficial interest issued and outstanding)..............................              $11.71
                                                                                                                 ---------------
                                                                                                                 ---------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-122

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
MICHIGAN SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1996
<S>                                            <C>
Income
   Interest.................................     $ 4,079,632
                                               ---------------
Expenses
   Management fee...........................         335,620
   Distribution fee--Class A................          27,978
   Distribution fee--Class B................         195,258
   Distribution fee--Class C................             711
   Custodian's fees and expenses............          76,000
   Reports to shareholders..................          49,000
   Transfer agent's fees and expenses.......          49,000
   Registration fees........................          36,500
   Audit fees and expenses..................          12,300
   Legal fees and expenses..................          10,000
   Trustees' fees and expenses..............           3,900
   Miscellaneous............................           5,398
                                               ---------------
      Total expenses........................         801,665
   Less: Management fee waiver..............         (33,562)
       Custodian fee credit.................          (5,696)
                                               ---------------
      Net expenses..........................         762,407
                                               ---------------
Net investment income.......................       3,317,225
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on:
   Investment transactions..................         208,633
   Financial futures contract
      transactions..........................          90,102
                                               ---------------
                                                     298,735
                                               ---------------
Net change in unrealized appreciation
   (depreciation) on:
   Investments..............................        (441,660)
   Financial futures contracts..............          50,438
                                               ---------------
                                                    (391,222)
                                               ---------------
Net loss on investments.....................         (92,487)
                                               ---------------
>Net Increase in Net Assets
Resulting from Operations...................     $ 3,224,738
                                               ---------------
                                               ---------------
</TABLE>
PRUDENTIAL MUNICIPAL SERIES FUND
MICHIGAN SERIES
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
in Net Assets                           1996            1995
<S>                                 <C>             <C>
Operations
   Net investment income.........   $  3,317,225    $  3,534,666
   Net realized gain on
      investment transactions....        298,735         845,031
   Net change in unrealized
      depreciation of
      investments................       (391,222)       (108,362)
                                    ------------    ------------
   Net increase in net assets
      resulting from
      operations.................      3,224,738       4,271,335
                                    ------------    ------------
Dividends and distributions (Note
   1):
   Dividends from net investment
      income
      Class A....................     (1,448,506)       (898,307)
      Class B....................     (1,864,426)     (2,633,512)
      Class C....................         (4,293)         (2,847)
                                    ------------    ------------
                                      (3,317,225)     (3,534,666)
                                    ------------    ------------
   Distributions from net
      realized gains
      Class A....................       (352,642)        (12,146)
      Class B....................       (514,059)       (177,027)
      Class C....................           (412)            (43)
                                    ------------    ------------
                                        (867,113)       (189,216)
                                    ------------    ------------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares
      sold.......................      2,574,979       4,796,012
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions..............      2,652,668       2,351,573
   Cost of shares reacquired.....     (9,038,280)    (13,930,082)
                                    ------------    ------------
   Net decrease in net assets
      from Series share
      transactions...............     (3,810,633)     (6,782,497)
                                    ------------    ------------
Total decrease...................     (4,770,233)     (6,235,044)
Net Assets
Beginning of year................     68,583,613      74,818,657
                                    ------------    ------------
End of year......................   $ 63,813,380    $ 68,583,613
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-123

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                MICHIGAN SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Michigan Series (the ``Series'') commenced
investment operations in September, 1984. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities whose ratings are
within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.

The Series invests in financial futures contracts in order to hedge it's
existing portfolio securities, or securities the Series intends to purchase,
against fluctuations in value caused by changes in prevailing interest rates.
Should interest rates move unexpectedly, the Series may not achieve the
anticipated benefits of the financial futures contracts and may realize a loss.
The use of futures transactions involves the risk of imperfect correlation in
movements in the price of futures contracts, interest rates and the underlying
hedged assets.

Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from securities or currencies based upon the type of option
written. The difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is also treated
as a realized gain, or if the premium received is less than the amount paid for
the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the Fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities or currencies purchased by the Fund. The Fund as writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the security underlying the written option. There were no
written options outstanding at August 31, 1996.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and accretes original issue
discount on portfolio securities as adjustments to interest income. Expenses are
recorded on the accrual basis which may require the use of certain estimates by
management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
- --------------------------------------------------------------------------------


                                       B-124
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                MICHIGAN SERIES
- --------------------------------------------------------------------------------
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its net income to shareholders.
For this reason and because substantially all of the Series' gross income
consist of tax-exempt interest, no federal income tax provision is required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the cost of
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $33,562 ($0.006 per share for Class A, B and C
shares; .05% of average net assets) until further notice. The Series is not
required to reimburse PMF for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI''), became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund compensated PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the fiscal year ended August 31, 1996.

PMFD and PSI has advised the Series that it has received approximately $10,900
in front-end sales charges resulting from sales of Class A shares during the
fiscal year ended August 31, 1996. From these fees, PMFD and PSI paid such sales
charges to affiliated broker-dealers which in turn paid commissions to
salespersons and incurred other distribution costs.

PSI has advised the Series that for the fiscal year ended August 31, 1996, it
received approximately $73,900 in contingent deferred sales charges imposed upon
certain redemptions by Class B shareholders.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1996, the Series incurred fees of approximately $36,700 for the services of
PMFS. As of August 31, 1996, approximately $2,900 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1996 were $23,145,382 and
$28,297,922, respectively.
- --------------------------------------------------------------------------------


                                      B-125

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                MICHIGAN SERIES
- --------------------------------------------------------------------------------
At August 31, 1996, the Fund sold 20 financial futures contracts on U.S.
Treasury Bonds which expire in September 1996. The value at disposition of such
contracts is $2,179,188. The value of such contracts on August 31, 1996 was
$2,146,250, thereby resulting in an unrealized gain of $32,938.

The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1996, net unrealized appreciation for federal income tax purposes was $2,671,117
(gross unrealized appreciation--$3,032,975; gross unrealized
depreciation--$361,858).
- ------------------------------------------------------------
Note 5. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of beneficial
interest for the fiscal years ended August 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................      52,406    $    620,873
Shares issued in reinvestment of
  dividends
  and distributions.................      94,877       1,134,847
Shares reacquired...................    (308,633)     (3,671,352)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (161,350)     (1,915,632)
Shares issued upon conversion from
  Class B...........................     339,773       4,040,498
                                      ----------    ------------
Net increase in shares
  outstanding.......................     178,423    $  2,124,866
                                      ----------    ------------
                                      ----------    ------------
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................      39,300    $    455,090
Shares issued in reinvestment of
  dividends
  and distributions.................      47,423         558,002
Shares reacquired...................    (207,127)     (2,427,463)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (120,404)     (1,414,371)
Shares issued upon conversion from
  Class B...........................   1,993,537      23,087,478
                                      ----------    ------------
Net increase in shares
  outstanding.......................   1,873,133    $ 21,673,107
                                      ----------    ------------
                                      ----------    ------------
Class B
- ------------------------------------
Year ended August 31, 1996:
Shares sold.........................     153,896    $  1,841,004
Shares issued in reinvestment of
  dividends
  and distributions.................     126,423       1,513,838
Shares reacquired...................    (444,092)     (5,262,595)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (163,773)     (1,907,753)
Shares reacquired upon conversion
  into Class A......................    (339,981)     (4,040,498)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (503,754)   $ (5,948,251)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     366,931    $  4,247,921
Shares issued in reinvestment of
  dividends
  and distributions.................     155,664       1,790,735
Shares reacquired...................  (1,004,534)    (11,502,619)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (481,939)     (5,463,963)
Shares reacquired upon conversion
  into
  Class A...........................  (1,995,260)    (23,087,478)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (2,477,199)   $(28,551,441)
                                      ----------    ------------
                                      ----------    ------------
Class C
- ------------------------------------
Year ended August 31, 1996:
Shares sold.........................       9,428    $    113,102
Shares issued in reinvestment of
  dividends
  and distributions.................         334           3,983
Shares reacquired...................      (8,567)       (104,333)
                                      ----------    ------------
Net increase in shares
  outstanding.......................       1,195    $     12,752
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................       8,149    $     93,001
Shares issued in reinvestment of
  dividends and distributions.......         241           2,836
                                      ----------    ------------
Increase in shares outstanding......       8,390    $     95,837
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                      B-126

<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                     MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               Class A
                                         ----------------------------------------------------
                                                        Year Ended August 31,
                                         ----------------------------------------------------
                                          1996        1995        1994       1993       1992
                                         -------     -------     ------     ------     ------
<S>                                      <C>         <C>         <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year...    $ 11.89     $ 11.75     $12.51     $11.90     $11.30
                                         -------     -------     ------     ------     ------
Income from investment operations
Net investment income................        .62(a)      .64(a)     .64        .67        .68
Net realized and unrealized gain
   (loss) on investment
   transactions......................       (.02)        .17       (.69)       .71        .60
                                         -------     -------     ------     ------     ------
   Total from investment
      operations.....................        .60         .81       (.05)      1.38       1.28
                                         -------     -------     ------     ------     ------
Less distributions
Dividends from net investment
   income............................       (.62)       (.64)      (.64)      (.67)      (.68)
Distributions from net realized
   gains.............................       (.15)       (.03)      (.07)      (.10)        --
                                         -------     -------     ------     ------     ------
   Total distributions...............       (.77)       (.67)      (.71)      (.77)      (.68)
                                         -------     -------     ------     ------     ------
Net asset value, end of year.........    $ 11.72     $ 11.89     $11.75     $12.51     $11.90
                                         -------     -------     ------     ------     ------
                                         -------     -------     ------     ------     ------
TOTAL RETURN(b):.....................       5.07%       7.13%     (0.38)%    11.95%     11.63%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)........    $28,730     $27,024     $4,706     $3,814     $1,618
Average net assets (000).............    $27,978     $16,932     $4,505     $2,285     $1,235
Ratios to average net assets:
   Expenses, including distribution
      fees...........................        .91%(a)    1.02%(a)    .91%       .96%       .98%
   Expenses, excluding distribution
      fees...........................        .81%(a)     .92%(a)    .81%       .86%       .88%
   Net investment income.............       5.18%(a)    5.31%(a)   5.27%      5.51%      5.82%
Portfolio turnover rate..............         36%         33%        12%        14%        30%
</TABLE>

- ---------------
(a)  Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-127

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                        MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                           Class C
                                                                Class B                               ------------------
                                       ----------------------------------------------------------
                                                                                                      Year Ended August
                                                         Year Ended August 31,                               31,
                                       ----------------------------------------------------------     ------------------
                                        1996           1995        1994        1993        1992        1996        1995
                                       -------        -------     -------     -------     -------     -------     ------
<S>                                    <C>            <C>         <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period............................  $ 11.88        $ 11.75     $ 12.51     $ 11.90     $ 11.30     $ 11.88     $11.75
                                       -------        -------     -------     -------     -------     -------     ------
Income from investment operations
Net investment income................      .57(a)         .59(a)      .59         .62         .63         .54(a)     .56(a)
Net realized and unrealized gain
   (loss) on investment
   transactions......................     (.02)           .16        (.69)        .71         .60        (.02)       .16
                                       -------        -------     -------     -------     -------     -------     ------
   Total from investment
      operations.....................      .55            .75       (.10)        1.33        1.23         .52        .72
                                       -------        -------     -------     -------     -------     -------     ------
Less distributions
Dividends from net investment
   income............................     (.57)          (.59)       (.59)       (.62)       (.63)       (.54)      (.56)
Distributions from net realized
   gains.............................     (.15)          (.03)       (.07)       (.10)         --        (.15)      (.03)
                                       -------        -------     -------     -------     -------     -------     ------
   Total distributions...............     (.72)          (.62)       (.66)       (.72)       (.63)       (.69)      (.59)
                                       -------        -------     -------     -------     -------     -------     ------
Net asset value, end of period.......  $ 11.71        $ 11.88     $ 11.75     $ 12.51     $ 11.90     $ 11.71     $11.88
                                       -------        -------     -------     -------     -------     -------     ------
                                       -------        -------     -------     -------     -------     -------     ------
TOTAL RETURN(b):.....................     4.66%          6.60%      (0.78)%     11.51%      11.18%       4.39%      6.29%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)......  $34,971        $41,459     $70,112     $70,302     $56,095        $112       $100
Average net assets (000).............  $39,052        $52,216     $72,095     $61,548     $52,137         $95        $61
Ratios to average net assets:
   Expenses, including distribution
      fees...........................     1.31%(a)       1.37%(a)    1.31%       1.36%       1.38%       1.56%(a)   1.68%(a)
   Expenses, excluding distribution
      fees...........................      .81%(a)        .87%(a)     .81%        .86%        .88%        .81%(a)    .93%(a)
   Net investment income.............     4.77%(a)       5.04%(a)    4.87%       5.11%       5.42%       4.53%(a)   4.66%(a)
Portfolio turnover rate..............       36%            33%         12%         14%         30%         36%        33%
<CAPTION>

                                       August 1,
                                        1994(d)
                                        through
                                       August 31,
                                          1994
                                       ----------
<S>                                    <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period............................    $11.78
                                          -----

Income from investment operations
Net investment income................       .04
Net realized and unrealized gain
   (loss) on investment
   transactions......................      (.03)
                                          -----

   Total from investment
      operations.....................       .01
                                          -----

Less distributions
Dividends from net investment
   income............................      (.04)
Distributions from net realized
   gains.............................        --
                                          -----

   Total distributions...............      (.04)
                                          -----

Net asset value, end of period.......    $11.75
                                          -----
                                          -----

TOTAL RETURN(b):.....................      0.06%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)......      $200(e)
Average net assets (000).............      $199(e)
Ratios to average net assets:
   Expenses, including distribution
      fees...........................      2.15%(c)
   Expenses, excluding distribution
      fees...........................      1.39%(c)
   Net investment income.............      4.56%(c)
Portfolio turnover rate..............        12%
</TABLE>

- ---------------
(a) Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions. Total returns for periods of less than a full year are not
    annualized.
(c) Annualized.
(d) Commencement of offering of Class C shares.
(e) Figures are actual and not rounded to the nearest thousand.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-128

<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                  MICHIGAN SERIES
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Michigan Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Michigan
Series, as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Michigan Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-129

<PAGE>
Portfolio of Investments              PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                 NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--97.1%
- ---------------------------------------------------------------------------------------------------------------------------------
Atlantic City Mun. Utils. Auth. Rev., Wtr. Sys.                 A-(c)            7.75%       5/01/17      $2,000 (e)   $2,236,940
Atlantic City, Gen. Oblig., Ser. A                              Baa1             Zero       11/01/06       1,490          875,301
Bergen Cnty., Utils. Auth., Wtr. Poll. Ctrl. Rev., Ser. B,
   F.G.I.C.                                                     Aaa              5.75       12/15/05       1,000        1,053,590
Camden Cnty. Mun. Utility Auth. Ref., F.G.I.C.                  Aaa              6.00        7/15/06       2,500        2,658,725
Cape May Cnty. Ind. Poll. Ctrl., Fin. Auth. Rev., M.B.I.A.      Aaa              6.80        3/01/21       2,615        2,988,527
Cinnaminson Sewage Auth. Rev.                                   NR               7.40        2/01/15       1,600(e)     1,769,392
Edison Twnshp., Gen. Oblig., A.M.B.A.C.                         Aaa              6.00        1/01/08       5,390(e)     5,736,361
Egg Harbor Twnshp. Sch. Dist., Cert. of Part., M.B.I.A.         Aaa              7.40        4/01/02       1,000        1,090,390
Egg Harbor Twnshp. Sch. Dist., F.S.A.                           Aaa              4.75        2/15/09       1,010          935,422
Essex Cnty. Ref., Ser. A-1, A.M.B.A.C.                          Aaa              5.375       9/01/10       2,500        2,451,825
Essex Cnty. Impvt. Auth., Ser. A, A.M.B.A.C.                    Aaa              5.50        9/01/15       3,800        3,682,504
Evesham Mun. Utils. Auth. Rev., Ser. B, M.B.I.A.                Aaa              7.00        7/01/10       2,000        2,145,800
Hammonton, Gen. Oblig., A.M.B.A.C.                              Aaa              6.85        8/15/03         500          559,640
Hammonton, Gen. Oblig., A.M.B.A.C.                              Aaa              6.85        8/15/04         500          563,180
Hammonton, Gen. Oblig., A.M.B.A.C.                              Aaa              6.85        8/15/05         500          565,660
Hudson Cnty. Impvt. Auth., Solid Waste Sys. Rev.                BBB-(c)          7.10        1/01/20       2,050        2,005,658
Hudson Cnty. Impvt. Auth., Solid Waste Sys. Rev.                A+(c)            6.10        7/01/20       1,500        1,507,560
Jackson Twnshp. Sch. Dist., F.G.I.C.                            Aaa              6.60        6/01/04       1,020        1,128,283
Jackson Twnshp. Sch. Dist., F.G.I.C.                            Aaa              6.60        6/01/05         940        1,043,081
Jackson Twnshp. Sch. Dist., F.G.I.C.                            Aaa              6.60        6/01/10       1,600        1,782,864
Jackson Twnshp. Sch. Dist., F.G.I.C.                            Aaa              6.60        6/01/11       1,600        1,782,992
Jersey City,
   Gen. Oblig., A.M.B.A.C.                                      Aaa              6.00       10/01/09       2,000(f)     2,113,380
   Gen. Oblig., A.M.B.A.C.                                      Aaa              6.00       10/01/10       2,760(f)     2,904,983
   Gen. Oblig., Ser. A, F.S.A.                                  Aaa              9.25        5/15/04       4,310        5,476,243
Lakewood Twnshp., Gen. Oblig., F.G.I.C.                         Aaa              6.60       12/01/04         450          501,570
Lakewood Twnshp., Gen. Oblig., F.G.I.C.                         Aaa              6.60       12/01/05         445          497,394
Lenape Regl. High Sch. Dist., Gen. Oblig., M.B.I.A.             Aaa              7.625       1/01/12         400          485,892
Mercer Cnty. Impvt. Auth. Rev.                                  Aa1              Zero        4/01/06       2,500        1,525,500
Middle Twnshp. Sch. Dist., F.G.I.C.                             Aaa              7.00        7/15/05       1,200        1,363,788
Middlesex Cnty. New Jersey Utils. Auth. Sewer Rev.
   Refunding Ser. A, F.G.I.C.                                   Aaa              5.375       9/15/15       2,250        2,170,710
Millburn Twnshp. Sch. Dist., Brd. of Ed.                        Aaa              5.35        7/15/13       1,140        1,106,894
Millburn Twnshp. Sch. Dist., Brd. of Ed.                        Aaa              5.35        7/15/14       1,135        1,102,130
Millburn Twnshp. Sch. Dist., Brd. of Ed.                        Aaa              5.35        7/15/16       1,150        1,109,037
Millburn Twnshp. Sch. Dist., Brd. of Ed.                        Aaa              5.35        7/15/17       1,150        1,106,312
Monmouth Cnty. Impvt. Auth. Rev.                                AA(c)            6.55        7/01/12       4,065        4,372,517
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-130

<PAGE>
Portfolio of Investments              PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                 NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Monmouth Cnty. Impvt. Auth. Rev.,
   Govt. Loan, F.S.A.                                           Aaa              5.25%       7/15/08      $1,900       $1,880,050
   Govt. Loan, F.S.A.                                           Aaa              5.35        7/15/10       1,980        1,947,152
   Water & Sewage Facs. Rev., M.B.I.A.                          Aaa              5.00        2/01/13       1,600        1,481,520
   Wtr. Treatment Fac., M.B.I.A.                                Aaa              6.875       8/01/12         750          822,787
Morris Cnty. Gen'l. Impt. & Park                                Aaa              5.00        7/15/14       3,180        2,942,358
Morris Cnty. Gen'l. Impt. & Park                                Aaa              5.00        7/15/15       3,180        2,917,555
New Jersey Bldg. Auth. Rev., Garden St. Svg. Bonds, Ser. A      Aa              Zero         6/15/03         890          636,813
New Jersey Econ. Dev. Auth Wtr. Fac. Rev. F.G.I.C               NR               7.966      11/01/29       5,000        4,725,000
New Jersey Econ. Dev. Auth. Rev.,
   Clara Maas Health Sys. Project, F.S.A.                       Aaa              5.00        7/01/25       3,365        2,977,015
   Ed. Testing Service, Ser. B, M.B.I.A.                        Aaa              5.90        5/15/15       2,000        2,004,520
   Ed. Testing Service, Ser. B, M.B.I.A.                        Aaa              6.25        5/15/25       5,000        5,181,100
   Nat'l. Assoc. of Accountants                                 NR               7.50        7/01/01       1,050        1,094,163
   Nat'l. Assoc. of Accountants                                 NR               7.65        7/01/09         950          991,069
   New Jersey Performing Arts Center Proj., Ser. C,
      A.M.B.A.C.                                                Aaa              5.00        6/15/15       3,320        3,004,069
   New Jersey Performing Arts Center Proj., Ser. C,
      A.M.B.A.C.                                                Aaa              5.00        6/15/16       3,485        3,153,716
New Jersey Econ. Dist. Heating & Cool., Trigen Trenton
   Proj.                                                        BBB-(c)          6.20       12/01/10         600          597,798
New Jersey Edl. Facs. Auth. Rev.,
   Higher Educ. Facs. Trust Fund, Ser. A, A.M.B.A.C.            Aaa              5.125       9/01/10       1,200        1,153,164
   New Jersy Inst. of Tech., Ser. E, M.B.I.A.                   Aaa              5.375       7/01/20       4,860        4,594,595
   Princeton Theological, Ser. B                                Aaa              5.90        7/01/26       4,500        4,514,805
   Princeton Univ. Inst. For Adv. Study, Ser. B                 Aaa              6.35        7/01/21       5,620        5,805,179
   Seton Hall Univ. Proj., Ser. D                               Baa1             7.00        7/01/21       2,000        2,083,320
   Trenton State College, Ser. A, M.B.I.A.                      Aaa              5.00        7/01/16       3,450        3,153,507
   Univ. of Medicine & Dentistry, Ser. B, A.M.B.A.C.            Aaa              5.25       12/01/15       1,500        1,419,900
   Univ. of Medicine & Dentistry, Ser. B, A.M.B.A.C.            Aaa              5.25       12/01/21       3,150        2,921,499
   Univ. of Medicine & Dentistry, Ser. B, A.M.B.A.C.            Aaa              5.25       12/01/25       1,000          924,200
New Jersey Hlth. Care Facs. Fin. Auth. Rev.,
   Atlantic City Med. Ctr., Ser. C.                             A                6.80        7/01/11       2,500        2,668,100
   East Orange Gen. Hosp., Ser. B                               BBB+(c)          7.75        7/01/20       2,250        2,375,370
   Helene Fuld Med. Ctr., Ser. C                                A(c)             8.00        7/01/08       2,700        2,878,632
   Helene Fuld Med. Ctr., Ser. C                                A(c)             8.125       7/01/13         500          534,160
   Intercare Hlth. Systems-JFK Ctr.                             A                7.50        7/01/07       1,000        1,055,530
   Intercare Hlth. Systems-JFK Ctr.                             A                7.625       7/01/18         945          999,517
   Jersey Shore Med. Ctr., A.M.B.A.C.                           Aaa              6.00        7/01/09       1,465        1,525,592
   Jersey Shore Med. Ctr., A.M.B.A.C.                           Aaa              6.25        7/01/21       1,500        1,546,515
   Kensington Cmnty. Med. Ctr., M.B.I.A.                        Aaa              7.00        7/01/20       3,450        3,723,551
   Rahway Hospital, Ser. B                                      Baa1             7.75        7/01/14       4,740        4,945,858
   Robert Wood Johnson Univ., Ser. C, M.B.I.A.                  Aaa              5.25        7/01/10       2,935        2,823,089
   St. Joseph's Hosp. Med. Ctr., Ser. A                         AAA(c)           5.70        7/01/11       4,375        4,294,806
   Warren Hosp.                                                 AA(c)            5.25        7/01/14       2,985        2,729,394
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-131

<PAGE>
Portfolio of Investments              PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                 NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
New Jersey St. Hsg. & Mtge. Fin. Agcy.,
   Ser. D, M.B.I.A.                                             Aaa              7.70%      10/01/29      $3,915       $4,063,026
   Rental Housing, Ser. B                                       A+(c)            6.75       11/01/11       2,190        2,261,175
New Jersey St. Hwy. Auth., Garden St. Pkwy. Gen. Rev.,          A1               6.20        1/01/10       3,035        3,245,508
New Jersey St. Tpke. Auth. Rev., Ser. C, M.B.I.A                Aaa              6.50        1/01/09       1,000        1,098,990
New Jersey St. Tpke. Auth. Rev., Ser. C, M.B.I.A                Aaa              6.50        1/01/16       5,835        6,355,540
New Jersey St. Trans. Trust Fund Auth. Trans. Sys., Ser.
   A, M.B.I.A.                                                  Aaa              6.00       12/15/06       5,000        5,348,150
New Jersey St. Trans. Trust Fund Auth. Trans. Sys., Ser.
   A, M.B.I.A.                                                  Aaa              5.00        6/15/15       2,000        1,841,800
New Jersey St. Trans. Trust Fund Auth. Trans. Sys., Ser.
   B, M.B.I.A.                                                  Aaa              6.50        6/15/11       5,000        5,522,550
New Jersey St. Trans. Trust Fund Auth. Trans. Sys., Ser.
   B, M.B.I.A.                                                  Aaa              5.75        6/15/14       5,000        4,912,150
North Brunswick Twnshp.,
   Brd. of Ed., Gen. Oblig.                                     Aa(c)            6.80        6/15/06         350          396,536
   Brd. of Ed., Gen. Oblig.                                     Aa(c)            6.80        6/15/07         350          397,320
   Gen. Oblig.                                                  Aa               6.40        5/15/10         545          585,025
Northfield Brd. of Ed., F.S.A                                   Aaa              5.375       7/15/14       1,390        1,339,668
Northfield Brd. of Ed., F.S.A                                   Aaa              5.375       7/15/15       1,470        1,406,908
Paterson Cnty., F.S.A.                                          Aaa              6.50        2/15/05       2,000        2,168,940
Port Auth. New York & New Jersey, Ser. 100                      A1               5.75        6/15/30       1,430        1,372,371
Port Auth. New York & New Jersey, Ser. 94                       A1               5.80       12/01/13       2,500        2,470,250
Port Auth. New York & New Jersey, Ser. 96, F.G.I.C.             Aaa              6.60       10/01/23       2,750        2,924,020
Puerto Rico Elec. Pwr. Auth. Rev.                               Baa1             6.00        7/01/12       3,295        3,310,322
Puerto Rico Elec. Pwr. Auth. Rev., Ser. R                       Baa1             6.25        7/01/17       2,800        2,832,508
Puerto Rico Elec. Pwr. Auth. Rev., Ser. S                       Baa1             6.125       7/01/08       2,300        2,438,046
Puerto Rico Hwy. Auth. Rev., Ser. R                             Baa1             6.75        7/01/05       1,000 (e)    1,091,540
Puerto Rico Hwy. Auth. Rev., Ser. S                             Baa1             6.50        7/01/22         750          829,155
Puerto Rico Ind. Tour. Edl. Hosp. Auxil., Mut. Oblig. Grp.
   Proj., M.B.I.A.                                              Aaa              6.25        7/01/24       3,000        3,105,930
Puerto Rico Public Bldgs. Auth. Rev., Guar. Gov't. Fac.,
   Ser. A, A.M.B.A.C.                                           Aaa              5.50        7/01/21       1,600        1,533,056
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                   Aaa              6.677       1/25/07       7,875        7,707,656
Rutgers St. Univ. Rev., Ser. A                                  A1               6.40        5/01/13       2,000        2,169,460
Salem Cnty. New Jersey Indus. Poll. Ctrl. Fin. Auth. Rev.,
   M.B.I.A.                                                     Aaa              5.55       11/01/33       1,250        1,175,363
South Brunswick Twnshp., Wtr. & Swr. Utils., Gen. Impvt.,       AA(c)            6.90        8/01/05         850 (e)      931,957
South Brunswick Twnshp., Wtr. & Swr. Utils., Gen. Impvt.,       AA(c)            6.90        8/01/06         850 (e)      931,957
South River Sch. Dist., F.G.I.C.                                Aaa              5.00       12/01/13       1,300        1,207,518
South River Sch. Dist., F.G.I.C.                                Aaa              5.00       12/01/14       1,300        1,197,469
South River Sch. Dist., F.G.I.C.                                Aaa              5.00       12/01/15       1,230        1,123,322
Union City Sch. Impvt., F.S.A.                                  Aaa              6.375      11/01/08       1,545        1,690,972
Union Cnty. Utils. Auth., Solid Waste Rev., Ser. A              A-(c)            7.20        6/15/14       4,850        4,880,797
Virgin Islands Terr., Hugo Ins. Claims Fund Proj., Ser. 91      NR               7.75       10/01/06       1,865        1,967,015
West Morris Regl. High Sch. Dist., Cert. of Part., B.I.G.       Aaa              7.50        3/15/09       1,500        1,601,295
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-132

<PAGE>
Portfolio of Investments              PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                 NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
West New York & New Jersey Mun. Util. Auth. Swr. Rev.,
   F.G.I.C.                                                     Aaa              5.125%     12/15/17       $2,050    $  1,891,269
West Windsor Regional Sch. Dist., F.G.I.C.                      Aaa              5.25       12/01/05       1,000        1,016,780
West Windsor Regional Sch. Dist., F.G.I.C.                      Aaa              5.50       12/01/13       2,600        2,557,126
West Windsor Regional Sch. Dist., F.G.I.C.                      Aaa              5.50       12/01/14       2,700        2,641,950
                                                                                                                     ------------
Total long-term investments (cost $251,910,540)                                                                      $256,969,403
                                                                                                                     ------------
SHORT-TERM INVESTMENTS--3.9%
Port Auth. of New York & New Jersey,
   Ser. 3, F.R.D.D.                                             VMIG1            3.65        9/03/96       8,600        8,600,000
   Ser. 4, F.R.D.D.                                             VMIG1            3.80        9/03/96       1,800        1,800,000
                                                                                                                     ------------
Total short-term investments (cost $10,400,000)                                                                      $ 10,400,000
                                                                                                                     ------------
Total Investments--101.0%
(cost $ 262,310,540; Note 4)                                                                                          267,369,403
Liabilities in excess of other assets--(1.0)%                                                                          (2,600,485)
                                                                                                                     ------------
Net Assets--100%                                                                                                     $264,768,918
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
     A.M.B.A.C.--American Municipal Bond Assurance Corporation.
     B.I.G.--Bond Investors Guaranty Insurance Company.
     F.G.I.C.--Financial Guaranty Insurance Company.
     F.R.D.D.--Floating Rate (Daily) Demand Note (b).
     F.S.A.--Financial Security Assurance.
     M.B.I.A.--Municipal Bond Insurance Association.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Prerefunded issues are secured by escrowed cash and/or direct U.S.
guaranteed obligations.
(e) Indicates a when-issued security.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-133

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities         NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                             <C>
Assets                                                                                                         August 31, 1996
Investments, at value (cost $262,310,540).................................................................       $ 267,369,403
Cash......................................................................................................               9,357
Interest receivable.......................................................................................           3,429,885
Receivable for Series shares sold.........................................................................              58,899
Deferred expenses and other assets........................................................................               8,351
                                                                                                                ---------------
   Total assets...........................................................................................         270,875,895
                                                                                                                ---------------
Liabilities
Payable for investments purchased.........................................................................           5,080,969
Payable for Series shares reacquired......................................................................             565,258
Dividends payable.........................................................................................             201,867
Management fee payable....................................................................................             102,850
Distribution fee payable..................................................................................              88,869
Accrued expenses and other liabilities....................................................................              64,464
Deferred trustees' fees...................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................           6,106,977
                                                                                                                ---------------
Net Assets................................................................................................       $ 264,768,918
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................       $     243,581
   Paid-in capital in excess of par.......................................................................         255,176,279
                                                                                                                ---------------
                                                                                                                   255,419,860
   Accumulated net realized gain on investments...........................................................           4,290,195
   Net unrealized appreciation on investments.............................................................           5,058,863
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................       $ 264,768,918
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($74,492,295 / 6,854,155 shares of beneficial interest issued and outstanding)......................               $10.87
   Maximum sales charge (3.0% of offering price)..........................................................                 .34
                                                                                                                ---------------
   Maximum offering price to public.......................................................................              $11.21
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($188,315,307 / 17,323,497 shares of beneficial interest issued and outstanding)....................              $10.87
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($1,961,316 / 180,427 shares of beneficial interest issued and outstanding).........................              $10.87
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-134

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1996
<S>                                            <C>
Income
   Interest.................................     $16,722,100
                                               ---------------
Expenses
   Management fee...........................       1,429,531
   Distribution fee--Class A................          61,836
   Distribution fee--Class B................       1,111,674
   Distribution fee--Class C................          13,012
   Reports to shareholders..................         139,000
   Custodian's fees and expenses............         125,000
   Transfer agent's fees and expenses.......         110,000
   Registration fees........................          61,000
   Legal fees and expenses..................          10,000
   Audit fees and expenses..................          12,300
   Trustee's fees...........................           3,900
   Miscellaneous............................           2,760
                                               ---------------
      Total expenses........................       3,080,013
      Less: Management fee waiver...........        (266,868)
          Custodian fee credit..............         (40,377)
                                               ---------------
          Net expenses......................       2,772,768
                                               ---------------
Net investment income.......................      13,949,332
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on:
   Investment transactions..................       6,988,022
   Financial futures transactions...........         134,325
   Options written..........................          74,270
                                               ---------------
                                                   7,196,617
                                               ---------------
Net change in unrealized
   appreciation/depreciation on:
   Investments..............................      (8,753,100)
   Financial futures transactions...........          40,469
                                               ---------------
                                                  (8,712,631)
                                               ---------------
Net loss on investments.....................      (1,516,014)
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $12,433,318
                                               ---------------
                                               ---------------
</TABLE>
PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY SERIES
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
in Net Assets                         1996               1995
<S>                             <C>                  <C>
Operations
   Net investment income......    $  13,949,332      $ 16,331,296
   Net realized gain on
      investment
      transactions............        7,196,617         1,258,159
   Net change in unrealized
     appreciation/depreciation
      of investments..........       (8,712,631)        1,997,149
                                -----------------    ------------
   Net increase in net assets
      resulting from
      operations..............       12,433,318        19,586,604
                                -----------------    ------------
Dividends and distributions (Note 1):
   Dividends from net
      investment income
      Class A.................       (3,208,681)       (1,712,625)
      Class B.................      (10,661,812)      (14,579,222)
      Class C.................          (78,839)          (39,449)
                                -----------------    ------------
                                    (13,949,332)      (16,331,296)
                                -----------------    ------------
   Distributions from net
      realized gains
      Class A.................         (241,413)               --
      Class B.................         (912,215)               --
      Class C.................           (5,692)               --
                                -----------------    ------------
                                     (1,159,320)               --
                                -----------------    ------------
Series share transactions (net
   of share conversions) (Note
   5):
   Net proceeds from shares
      sold....................       12,763,152        18,110,094
   Net asset value of shares
      issued in reinvestment
      of dividends and
      distributions...........        9,004,603         9,760,545
   Cost of shares
      reacquired..............      (51,693,450)      (71,846,422)
                                -----------------    ------------
   Net decrease in net assets
      from Series share
      transactions............      (29,925,695)      (43,975,783)
                                -----------------    ------------
Total decrease................      (32,601,029)      (40,720,475)
Net Assets
Beginning of year.............      297,369,947       338,090,422
                                -----------------    ------------
End of year...................    $ 264,768,918      $297,369,947
                                -----------------    ------------
                                -----------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-135

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               NEW JERSEY SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984, and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The New Jersey Series (the ``Series'')
commenced investment operations in March 1988. The Series is diversified and
seeks to achieve its investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. The Series invests in financial futures contracts
solely for the purpose of hedging its existing portfolio securities or
securities the Series intends to purchase against fluctuations in value caused
by changes in prevailing market interest rates. Should interest rates move
unexpectedly, the Series may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.

Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from securities or currencies based upon the type of option
written. The difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is also treated
as a realized gain, or if the premium received is less than the amount paid for
the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the Fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities or currencies purchased by the Fund. The Fund as writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the security underlying the written option. There were no
written options outstanding at August 31, 1996.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income. Expenses
are recorded on the accrual basis which may require the use of certain estimates
by management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series
- --------------------------------------------------------------------------------


                                      B-136

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               NEW JERSEY SERIES
- --------------------------------------------------------------------------------
to continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
short-term capital gains and market discount.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadvisor's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the four
months ended December 31, 1995, PMF waived 35% of its management fee. For the
eight months ended August 31, 1996, PMF waived 10% of its management fee. The
amount of fees waived for the year ended August 31, 1996, amounted to $266,868
($0.019 per share for Class A, B and C shares; 0.09% of average net assets)
until further notice. The Series is not required to reimburse PMF for such
waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI''), became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund compensated PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares for distribution-related activities at an annual rate of up to .30 of 1%,
 .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$16,300 in front-end sales charges resulting from sales of Class A shares during
the year ended August 31, 1996. From these fees, PMFD and PSI paid such sales
charges to affiliated broker-dealers which in turn paid commissions to sales
persons and incurred other distribution costs.

PSI has advised the Series that for the year ended August 31, 1996, it received
approximately $383,900 and $2,200 in contingent deferred sales charges imposed
upon certain redemptions by Class B and Class C shareholders, respectively.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the year ended August 31,
1996, the Series incurred fees of approximately $102,800 for the services of
PMFS. As of August 31, 1996, approximately $8,000 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- --------------------------------------------------------------------------------


                                      B-137

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               NEW JERSEY SERIES
- --------------------------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1996, were $169,609,043 and
$204,222,142, respectively.

The cost basis of investments for federal income tax purposes at August 31,
1996, was $262,322,690 and, accordingly, net unrealized appreciation of
investments for federal income tax purposes was $5,046,713 (gross unrealized
appreciation--$7,959,214; gross unrealized depreciation--$2,912,501).

The Series utilized its capital loss carryforward of approximately $1,724,478 to
offset the Series net taxable gains realized and recognized in the fiscal year
ended August 31, 1996.

Transactions in written options during the period ended August 31, 1996 were as
follows:
<TABLE>
<CAPTION>
                                       Number of    Premiums
                                       Contracts    Received
                                       ---------    --------
<S>                                    <C>          <C>
Options written......................        330      74,270
Options expired......................       (330)    (74,270)
                                       ---------    --------
Options outstanding at August 31,
  1996...............................          0           0
                                       ---------    --------
                                       ---------    --------
</TABLE>

- ------------------------------------------------------------
Note 5. Capital

The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3%. Class B shares are sold with
a contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
will automatically convert to Class A shares on a quarterly basis approximately
seven years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.
Transactions in shares of beneficial interest for the fiscal years ended August
31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................     148,515    $  1,647,737
Shares issued in reinvestment
  of dividends and distributions....     190,011       2,098,434
Shares reacquired...................  (1,234,733)    (13,625,430)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (896,207)     (9,879,259)
Shares issued upon conversion from
  Class B...........................   3,227,199      35,525,116
                                      ----------    ------------
Net increase in shares
  outstanding.......................   2,330,992    $ 25,645,857
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     146,305    $  1,554,250
Shares issued in reinvestment
  of dividends......................     101,255       1,092,947
Shares reacquired...................    (644,816)     (6,937,778)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (397,256)     (4,290,581)
Shares issued upon conversion from
  Class B...........................   3,553,656      38,072,569
                                      ----------    ------------
Net increase in shares
  outstanding.......................   3,156,400    $ 33,781,988
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................     917,780    $ 10,139,469
Shares issued in reinvestment
  of dividends and distributions....     617,603       6,835,852
Shares reacquired...................  (3,405,389)    (37,508,650)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................  (1,870,006)    (20,533,329)
Shares reacquired upon conversion
  into Class A......................  (3,227,199)    (35,525,116)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (5,097,205)   $(56,058,445)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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


                                      B-138

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................   1,439,537    $ 15,328,727
Shares issued in reinvestment
  of dividends......................     811,273       8,636,803
Shares reacquired...................  (6,166,186)    (64,879,456)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................  (3,915,376)    (40,913,926)
Shares reacquired upon conversion
  into Class A......................  (3,553,656)    (38,072,569)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (7,469,032)   $(78,986,495)
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................      88,262    $    975,946
Shares issued in reinvestment
  of dividends and distributions....       6,369          70,317
Shares reacquired...................     (51,020)       (559,370)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      43,611    $    486,893
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     114,493    $  1,227,117
Shares issued in reinvestment
  of dividends......................       2,852          30,795
Shares reacquired...................      (2,705)        (29,188)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     114,640    $  1,228,724
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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


                                      B-139

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                        NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      Class A
                                              -------------------------------------------------------
                                                               Year Ended August 31,
                                              -------------------------------------------------------
                                               1996        1995        1994        1993        1992
                                              -------     -------     -------     -------     -------
<S>                                           <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.........   $ 10.98     $ 10.81     $ 11.74     $ 11.15     $ 10.73
                                              -------     -------     -------     -------     -------
Income from investment operations
Net investment income(a)...................       .57         .61         .61         .64         .67
Net realized and unrealized gain (loss) on
   investment transactions.................      (.07)        .17        (.75)        .71         .51
                                              -------     -------     -------     -------     -------
   Total from investment operations........       .50         .78        (.14)       1.35        1.18
                                              -------     -------     -------     -------     -------
Less distributions
Dividends from net investment income.......      (.57)       (.61)       (.61)       (.64)       (.67)
Distributions from net realized gains on
   investment transactions.................      (.04)         --        (.18)       (.12)       (.09)
                                              -------     -------     -------     -------     -------
   Total distributions.....................      (.61)       (.61)       (.79)       (.76)       (.76)
                                              -------     -------     -------     -------     -------
Net asset value, end of year...............   $ 10.87     $ 10.98     $ 10.81     $ 11.74     $ 11.15
                                              -------     -------     -------     -------     -------
                                              -------     -------     -------     -------     -------
TOTAL RETURN(b):...........................      4.63%       7.55%      (1.27)%     12.57%      11.35%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..............   $74,492     $49,666     $14,774     $15,501     $11,941
Average net assets (000)...................   $61,837     $30,290     $15,334     $13,444     $ 9,759
Ratios to average net assets:(a)
   Expenses, including distribution fees...       .67%        .55%        .58%        .61%        .48%
   Expenses, excluding distribution fees...       .57%        .45%        .48%        .51%        .38%
   Net investment income...................      5.19%       5.65%       5.42%       5.63%       6.14%
Portfolio turnover rate....................        62%         37%         34%         32%         38%
- ---------------
</TABLE>
(a) Net of management and/or distribution fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-140

<PAGE>
                                        PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                    NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       Class B                                       Class C
                                             ------------------------------------------------------------     ---------------------
                                                                Year Ended August 31,                         Year Ended August 31,
                                             ------------------------------------------------------------     ---------------------
                                               1996         1995         1994         1993         1992          1996         1995
                                             --------     --------     --------     --------     --------     ----------     ------
<S>                                          <C>          <C>          <C>          <C>          <C>          <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.......  $  10.98     $  10.81     $  11.74     $  11.15     $  10.73       $10.98       $10.81
                                             --------     --------     --------     --------     --------       ------       ------
Income from investment operations
Net investment income(a)...................       .53          .57          .56          .59          .63          .50          .54
Net realized and unrealized gain (loss) on
   investment transactions.................      (.07)         .17         (.75)         .71          .51         (.07)         .17
                                             --------     --------     --------     --------     --------       ------       ------
   Total from investment operations........       .46          .74         (.19)        1.30         1.14          .43          .71
                                             --------     --------     --------     --------     --------       ------       ------
Less distributions
Dividends from net investment income.......      (.53)        (.57)        (.56)        (.59)        (.63)        (.50)        (.54)
Distributions from net realized gains on
   investment transactions.................      (.04)          --         (.18)        (.12)        (.09)        (.04)          --
                                             --------     --------     --------     --------     --------       ------       ------
   Total distributions.....................      (.57)        (.57)        (.74)        (.71)        (.72)        (.54)        (.54)
                                             --------     --------     --------     --------     --------       ------       ------
Net asset value, end of period.............  $  10.87     $  10.98     $  10.81     $  11.74     $  11.15       $10.87       $10.98
                                             --------     --------     --------     --------     --------       ------       ------
                                             --------     --------     --------     --------     --------       ------       ------
TOTAL RETURN(b):...........................      4.22%        7.12%       (1.67)%      12.12%       10.93%        3.96%        6.86%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)............  $188,315     $246,202     $323,077     $351,878     $295,781       $1,961       $1,502
Average net assets (000)...................  $222,235     $274,995     $343,941     $316,372     $269,318       $1,735       $  790
Ratios to average net assets:(a)
   Expenses, including distribution fees...      1.07%         .95%         .98%        1.01%         .88%        1.32%        1.20%
   Expenses, excluding distribution fees...       .57%         .45%         .48%         .51%         .38%         .57%         .45%
   Net investment income...................      4.80%        5.30%        5.02%        5.23%        5.74%        4.54%        4.99%
Portfolio turnover rate....................        62%          37%          34%          32%          38%          62%          37%
- ---------------
<CAPTION>
<S>                                          <C>
                                             August 1,
                                              1994(d)
                                              through
                                             August 31,
                                                1994
                                             ----------
<S>                                          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.......    $10.83
                                                -----
Income from investment operations
Net investment income(a)...................       .04
Net realized and unrealized gain (loss) on
   investment transactions.................      (.02)
                                                -----
   Total from investment operations........       .02
                                                -----
Less distributions
Dividends from net investment income.......      (.04)
Distributions from net realized gains on
   investment transactions.................        --
                                                -----
   Total distributions.....................      (.04)
                                                -----
Net asset value, end of period.............    $10.81
                                                -----
                                                -----
TOTAL RETURN(b):...........................      0.14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)............    $  240
Average net assets (000)...................    $   11
Ratios to average net assets:(a)
   Expenses, including distribution fees...      1.29%(c)
   Expenses, excluding distribution fees...       .54%(c)
   Net investment income...................      5.06%(c)
Portfolio turnover rate....................        34%
- ---------------
</TABLE>
(a) Net of management and/or distribution fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions. Total returns for periods of less than a full year are not
    annualized.
(c) Annualized.
(d) Commencement of offering of Class C shares.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                       B-141

<PAGE>
                                          PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report              NEW JERSEY SERIES
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New Jersey Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New Jersey
Series, as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other audit procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New Jersey Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-142
<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Atlantic Cnty. Impvt. Auth. Rev., Ser. 86, F.R.W.D.             VMIG1            3.20%        9/04/96   $  1,300     $  1,300,000
Bergen Cnty., Ser. 96, G.O.                                     Aaa              4.50         6/15/97      1,690        1,698,371
Bernards Twnshp., Ser. 96, B.A.N.                               NR               4.00         5/23/97      3,801        3,808,165
Brazos River Auth. Poll. Ctrl. Rev., Texas Util. Elec.
   Co., Ser. 95C, F.R.D.D.                                      VMIG1            4.00         9/03/96      2,000        2,000,000
Essex Cnty. Impvt. Auth. Rev., F.R.W.D.                         VMIG1            3.00         9/04/96      4,000        4,000,000
Gloucester Cnty. Ind. Poll. Ctrl. Fin. Auth. Rev.,
   Monsanto Co. Proj., Ser. 92, F.R.W.D.                        P-1              3.20         9/04/96      3,120        3,120,000
Hudson Cnty. Impvt. Auth. Rev., Ser. 86, F.R.W.D.               A-1(c)           3.50         9/05/96      4,445        4,445,000
Jersey City, B.A.N.                                             P-1              4.25         9/27/96      7,000        7,001,970
Morris Cnty., B.A.N.                                            VMIG1            3.95         8/07/97      7,000        7,001,831
New Jersey Sports & Expo. Auth., Ser. 92C, F.R.W.D.,
   M.B.I.A.                                                     VMIG1            3.15         9/05/96      4,300        4,300,000
New Jersey St. Econ. Dev. Auth.,
   Brach Jersey Ave, Ser. 86, F.R.W.D.                          P-1              3.30         9/04/96      2,200        2,200,000
   Catholic Cmnty. Svcs Proj., Ser. 93, F.R.W.D.                VMIG1            3.35         9/05/96      5,900        5,900,000
   Catholic Cmnty. Svcs Proj., Ser. 95, F.R.W.D.                VMIG1            3.35         9/05/96      2,500        2,500,000
   Chambers Cogen. Ltd., Ser. 91, T.E.C.P.                      VMIG1            3.50        10/25/96      3,000        3,000,000
   Chambers Cogen. Ltd., Ser. 91, T.E.C.P.                      VMIG1            3.50        12/16/96      4,400        4,400,000
   East Meadow Corp., Ser. 86A, F.R.W.D.                        VMIG1            3.60         9/04/96      2,675        2,675,000
   Econ. Growth Bds., Ser. 94B, F.R.W.D.                        A-1(c)           3.25         9/05/96      1,800        1,800,000
   Franciscan Oaks Proj., Ser. 92B, F.R.W.D.                    A-1+(c)          3.30         9/04/96      1,600        1,600,000
   Hillcrest Health Svcs. Sys. Proj., Ser. 95, F.R.W.D.         P-1              3.40         9/04/96      8,000        8,000,000
   Hoffman La-Roche Inc. Proj., Ser. 93, F.R.D.D.               Aaa              3.60         9/03/96      6,800        6,800,000
   Kent Place, Ser. 92L, F.R.W.D.                               VMIG1            3.40         9/05/96      1,930        1,930,000
   Keystone Proj., Ser. 92, T.E.C.P.                            VMIG1            3.55         9/20/96      2,360        2,360,000
   Keystone Proj., Ser. 92, T.E.C.P.                            VMIG1            3.55        10/24/96      2,600        2,600,000
   Keystone Proj., Ser. 92, T.E.C.P.                            VMIG1            3.50        12/17/96      1,500        1,500,000
   Michael Shalit Proj., Ser. 93, F.R.D.D.                      P-1              3.80         9/03/96      1,700        1,700,000
   North Plainfield Hldg., Ser. 92, A.O.T.                      VMIG1            4.00         9/01/97      3,635        3,635,000
   Ocean Spray Cranberry Inc. Proj., Ser. 87, S.A.O.T.          A+(c)(e)         4.10         7/01/97      4,000        4,000,000
   Office Court Assoc. Proj., F.R.W.D.                          A-1+(c)          3.45         9/04/96      1,800        1,800,000
   Peddie Sch. Proj., Ser. 94B, F.R.W.D.                        A-1(c)           3.25         9/05/96      3,000        3,000,000
   RJB Associates Ltd., F.R.W.D.                                A-1(c)           3.50         9/05/96      1,480        1,480,000
   Russ Berrie & Co., Ser. 83, F.R.W.D.                         A-1+(c)          3.15         9/04/96        200          200,000
   Thermal Energy Ltd., Ser. 95, S.A.O.T.                       NR               3.60        12/12/96      2,500        2,500,000
   Volvo America Corp, Ser. 84, F.R.W.D.                        A-1+(c)          4.015        9/04/96      1,500        1,500,000
New Jersey St. Hsg. Fin. Agcy., Ser. 92A, Q.T.P.O.T.            AA+(c)           3.75        11/01/96      3,000        3,000,000
New Jersey St. Tpke. Auth. Rev., Ser. D, F.R.W.D.,
   F.G.I.C.                                                     VMIG1            3.00         9/04/96      3,000        3,000,000
Newark Healthcare Facs. Rev., Ser. 95A, F.R.W.D.                A-1(c)           3.60         9/05/96      2,955        2,955,000
Ocean Cnty., Ser. 96, B.A.N.                                    VMIG1            4.10         7/01/97      3,000        3,008,544
Piscataway Twnshp., Ser. 96, B.A.N.                             NR               4.25         4/25/97      3,000        3,012,157
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-143

<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Port Auth. of New York & New Jersey,
   Ser. 93, F.R.D.D.                                            VMIG1            3.65%        9/03/96   $  5,000     $  5,000,000
   Ser. 93-2, F.R.W.D.                                          P-1              3.441        9/03/96      8,000        8,000,000
   Ser. 94, F.R.D.D.                                            VMIG1            3.80         9/03/96      4,200        4,200,000
Puerto Rico Comnwlth.,
   Gov't. Dev. Bank, Ser. 85, F.R.W.D.                          VMIG1            3.10         9/04/96        400          400,000
   Gov't. Dev. Bank, Ser. 95, T.E.C.P.                          A-1+(c)          3.35         9/12/96      1,300        1,300,000
   Gov't. Dev. Bank, Ser. 95, T.E.C.P.                          A-1+(c)          3.45         9/12/96      2,500        2,500,000
   Gov't. Dev. Bank, Ser. 95, T.E.C.P.                          A-1+(c)          3.60        10/07/96      4,000        4,000,000
Randolph Twnshp., B.A.N.                                        NR               4.25         9/06/96      3,593        3,592,642
Roxbury Twnshp., Ser. 96, B.A.N.                                NR               3.75         2/14/97      7,798        7,815,067
Salem Cnty. Ind. Poll. Ctrl. Rev., Ser. 93A, T.E.C.P.           VMIG1            3.50        12/17/96      8,000        8,000,000
Sussex Cnty., B.A.N.                                            NR               4.50         9/13/96      5,000        5,000,945
Washington Twnshp., Ser. 96, B.A.N.                             NR               3.50        10/21/96      5,334        5,335,064
West Orange Twnshp., B.A.N.                                     NR               3.75        10/03/96      3,951        3,951,843
Woodbridge., Ser. 96, T.A.N.                                    NR               3.43         2/13/97      1,250        1,248,504
                                                                                                                     ------------
Total Investments--99.8%
(amortized cost $181,075,103; (d))                                                                                    181,075,103
Other assets in excess of liabilities--0.2%                                                                               321,190
                                                                                                                     ------------
Net Assets--100%                                                                                                     $181,396,293
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.O.T.--Annual Optional Tender.
    B.A.N.--Bond Anticipation Note.
    F.G.I.C.--Financial Guaranty Insurance Corp.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    G.O.--General Obligation.
    M.B.I.A.--Municipal Bond Investors Assurance.
    Q.T.P.O.T.--Quarterly Third Party Optional Tender.
    S.A.O.T.--Semi-Annual Optional Tender.
    T.A.N.--Tax Anticipation Note.
    T.E.C.P--Tax Exempt Commercial Paper.
(b) For purposes of amortized cost valuation, the maturity date of such
    securities is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) The cost of securities for federal income tax purposes is substantially the
    same as for financial reporting purposes.
(e) This security has been deemed comparable in quality to an eligible
    investment.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                      B-144

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities         NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets                                                                                                          August 31, 1996
                                                                                                                ---------------
<S>                                                                                                           <C>
Investments, at amortized cost which approximates market value............................................       $ 181,075,103
Interest receivable.......................................................................................           1,521,811
Receivable for Series shares sold.........................................................................           1,010,016
Receivable for investments sold...........................................................................             245,000
Deferred expenses and other assets........................................................................               5,318
                                                                                                                ---------------
   Total assets...........................................................................................         183,857,248
                                                                                                                ---------------
Liabilities
Payable for Series shares reacquired......................................................................           2,198,593
Accrued expenses and other liabilities....................................................................              87,001
Dividends payable.........................................................................................              84,560
Management fee payable....................................................................................              77,411
Distribution fee payable..................................................................................              10,690
Deferred trustees' fees...................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................           2,460,955
                                                                                                                ---------------
Net Assets................................................................................................       $ 181,396,293
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value.......................................................       $   1,813,963
   Paid-in capital in excess of par.......................................................................         179,582,330
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................       $ 181,396,293
                                                                                                                ---------------
                                                                                                                ---------------
Net asset value, offering price and redemption price per share ($181,396,293 / 181,396,293 shares of
   beneficial interest
   issued and outstanding; unlimited number of shares authorized).........................................                $1.00
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-145

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest and discount earned...............     $ 6,925,960
                                                 ---------------
Expenses
   Management fee.............................         963,088
   Distribution fee...........................         240,772
   Transfer agent's fees and expenses.........          87,000
   Custodian's fees and expenses..............          60,000
   Reports to shareholders....................          35,000
   Registration fees..........................          24,000
   Audit fee..................................          10,800
   Legal fees.................................           5,000
   Trustee's fees.............................           3,900
   Deferred organization expenses.............           2,000
   Miscellaneous..............................           9,198
                                                 ---------------
      Total expenses..........................       1,440,758
   Less: Management fee waiver (note 2).......         (85,123)
      Custodian fee credit....................          (1,632)
                                                 ---------------
      Net expenses............................       1,354,003
                                                 ---------------
Net investment income.........................       5,571,957
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 5,571,957
                                                 ---------------
                                                 ---------------
</TABLE>


PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
<S>                               <C>              <C>
in Net Assets                         1996             1995
Operations
   Net investment income.......   $   5,571,957    $   5,328,982
                                  -------------    -------------
   Net increase in net assets
      resulting from
      operations...............       5,571,957        5,328,982
                                  -------------    -------------
Dividends to shareholders......      (5,571,957)      (5,328,982)
                                  -------------    -------------
Series share transactions
   (at $1 per share)
   Net proceeds from shares
      subscribed...............     686,158,251      621,173,812
   Net asset value of shares
      issued to shareholders in
      reinvestment of
      dividends................       5,403,204        5,178,490
   Cost of shares reacquired...    (692,617,954)    (602,179,432)
                                  -------------    -------------
   Net increase (decrease) in
      net assets from Series
      share transactions.......      (1,056,499)      24,172,870
                                  -------------    -------------
Total increase (decrease)......      (1,056,499)      24,172,870
Net Assets
Beginning of year..............     182,452,792      158,279,922
                                  -------------    -------------
End of year....................   $ 181,396,293    $ 182,452,792
                                  -------------    -------------
                                  -------------    -------------
</TABLE>

- --------------------------------------------------------------------------------
                                          See Notes to Financial Statements.


                                      B-146

<PAGE>
                                          PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements             NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The New Jersey Money Market Series (the
``Series'') commenced investment operations on December 3, 1990. The Series is
non-diversified and seeks to achieve its investment objective of providing the
highest level of income that is exempt from New Jersey State and federal income
taxes with a minimum of risk by investing in ``investment grade'' tax-exempt
securities maturing within 13 months or less and whose ratings are within the
two highest ratings categories by a nationally recognized statistical rating
organization, or if not rated, are of comparable quality. The ability of the
issuers of the securities held by the Series to meet their obligations may be
affected by economic developments in a specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 p.m., New York time.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis. Expenses are recorded on the accrual basis which may require the
use of certain estimates by management.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Deferred Organization Expenses: The Series incurred $32,200 in organization and
initial registration expenses. Such amount was deferred and amortized over a
period of 60 months ended December 1995.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid to PMF is computed daily and payable monthly, at an
annual rate of .50 of 1% of the average daily net assets of the Series. During
the year ended August 31, 1996, PMF waived 25% of its management fee for the
period September 1, 1995 through December 31, 1995. The amount of such fees
waived for the year ended August 31, 1996 amounted to $85,123 ($.0004 per share;
 .044% of average net assets). Effective January 1, 1996 PMF ceased waiving any
portion of its management fee.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Fund through January 1,
1996. Effective January 2, 1996, Prudential Securities Incorporated (``PSI'')
became the distributor of the Fund and is serving the Fund under the same terms
and conditions as under the arrangement with PMFD. The Series reimbursed PMFD
and PSI for distributing and servicing the Series' shares pursuant to the plan
of distribution at an annual rate of .125 of 1% of the Series average daily net
assets. The distribution fee is accrued daily and payable monthly.
- --------------------------------------------------------------------------------


                                     B-147

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1996,
the Series incurred fees of approximately $79,000 for the services of PMFS. As
of August 31, 1996, approximately $6,200 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- --------------------------------------------------------------------------------


                                      B-148

<PAGE>
                                         PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                     NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Year Ended August 31,
                                                  ------------------------------------------------------------
                                                    1996         1995         1994         1993         1992
                                                  --------     --------     --------     --------     --------
<S>                                               <C>          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year............    $   1.00     $   1.00     $   1.00     $   1.00     $   1.00
Net investment income and net realized
   gains(a)...................................         .03          .03          .02          .02          .04
Dividends and distributions...................        (.03)        (.03)        (.02)        (.02)        (.04)
                                                  --------     --------     --------     --------     --------
Net asset value, end of year..................    $   1.00     $   1.00     $   1.00     $   1.00     $   1.00
                                                  --------     --------     --------     --------     --------
                                                  --------     --------     --------     --------     --------
TOTAL RETURN(b):..............................        2.92%        3.15%        1.90%        2.31%        3.48%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).................    $181,396     $182,453     $158,280     $163,087     $164,092
Average net assets (000)......................    $192,617     $171,223     $169,123     $170,103     $155,915
Ratios to average net assets(a):
   Expenses, including distribution fee.......         .70%         .64%         .68%         .64%         .32%
   Expenses, excluding distribution fee.......         .57%         .51%         .55%         .51%         .19%
   Net investment income......................        2.89%        3.11%        1.87%        2.02%        3.33%
</TABLE>

- ---------------
(a) Net of management fee waiver and/or expense subsidy.
(b) Total return includes reinvestment of dividends and distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-149

<PAGE>
                                           PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report               NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New Jersey Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New Jersey
Money Market Series, as of August 31, 1996, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New Jersey Money Market Series, as of August 31, 1996, the results
of its operations, the changes in its net assets, and its financial highlights
for the respective stated periods in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996





                                       B-150

<PAGE>
Portfolio of Investments                   PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                      NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--94.9%
- ---------------------------------------------------------------------------------------------------------------------------------
City of Elmira, Wtr. Impt., Ser. B, A.M.B.A.C.                  Aaa              5.95%        3/01/16   $  5,395     $  5,420,087
City of New Rochelle Ind. Dev. Agcy.,
   Coll. of New Rochelle                                        BBB-(c)          6.625        7/01/12        500          513,290
   Coll. of New Rochelle                                        BBB-(c)          6.75         7/01/22      2,000        2,051,040
Dutchess Cnty. Res. Rec. Agcy. Rev., Solid Waste Mgmt.,
   Ser. A, F.G.I.C.                                             Aaa              7.50         1/01/09      1,150        1,251,534
Islip Res. Rec., Ser. B, A.M.B.A.C.                             Aaa              7.20         7/01/10      1,745        2,015,580
Jefferson Cnty. Ind. Dev. Agcy., Solid Waste Disp. Rev.         Baa1             7.20        12/01/20      1,500        1,590,630
Met. Trans. Auth. Facs. Rev.,
   Commuter Facs., Ser. 7                                       Baa1             Zero         7/01/08      8,760        4,356,260
   Commuter Facs., Ser. 7                                       Baa1             Zero         7/01/09      4,445        2,057,991
   Commuter Facs., Ser. A, F.G.I.C.                             Aaa              5.60         7/01/09        500          502,535
   Commuter Facs., Ser. A, F.G.I.C.                             Aaa              5.70         7/01/10      1,000        1,006,760
   Commuter Facs., Ser. O                                       Baa1             5.50         7/01/17      2,500        2,307,575
   Trans. Facs. Rev., Ser. A, F.S.A.                            Aaa              5.50         7/01/08      3,630        3,629,709
   Trans. Facs. Rev., Ser. A, F.S.A.                            Aaa              5.60         7/01/09      2,900        2,897,129
   Trans. Facs. Rev., Ser. A, F.S.A.                            Aaa              5.70         7/01/10      4,600        4,603,496
   Trans. Facs. Rev., Ser. N, F.G.I.C.                          Aaa             Zero          7/01/12      5,575        2,271,757
   Trans. Facs. Rev., Ser. N, F.G.I.C.                          Aaa             Zero          7/01/13      4,000        1,532,600
   Trans. Facs. Rev., Ser. O                                    Baa1             5.75         7/01/08      2,740        2,693,667
   Trans. Facs. Rev., Ser. O                                    Baa1             5.75         7/01/13      1,975        1,898,686
Mun. Assist. Corp. for New York City, Ser. E                    Aa               6.00         7/01/06      6,700        7,134,629
New York City Ind. Dev. Agcy., Spec. Fac. Rev.,
   U.S.T.A. National Tennis Center Proj., F.S.A.                Aaa              6.375       11/15/14      1,000        1,055,550
   Y.M.C.A. Of Greater N.Y. Proj.                               NR               8.00         8/01/16      1,350        1,448,982
New York City, Gen. Oblig.,
   Ser. A                                                       Aaa              7.75         3/15/03      3,330(d)     3,701,928
   Ser. B                                                       Aaa              8.00         6/01/99        890(d)       972,610
   Ser. B                                                       Baa1             8.00         6/01/99        130          140,349
   Ser. B                                                       Baa1             7.50         2/01/01      4,000        4,340,000
   Ser. B                                                       Baa1             5.875        8/15/12      9,000        8,531,550
   Ser. D                                                       Baa1             8.00         8/01/03      2,500        2,785,600
   Ser. D                                                       Baa1             7.70         2/01/09      3,040        3,366,982
   Ser. F                                                       Baa1             8.20        11/15/03      3,000        3,371,400
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-151

<PAGE>
Portfolio of Investments                   PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                      NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
New York St. Dorm. Auth. Rev.,
   City Univ., Ser. A                                           Baa1             5.75%        7/01/13   $  3,500     $  3,361,190
   City Univ. Refunding Bonds                                   Baa1             6.00         7/01/14      6,500        6,415,370
   City Univ. Sys. Cons., Ser. A                                Baa1             8.125        7/01/07      3,435        3,697,331
   City Univ. Sys. Cons., Ser. A                                Baa1             5.625        7/01/16      5,600        5,271,280
   City Univ. Sys. Cons., Ser. C, F.G.I.C.                      Aaa              7.50         7/01/10      3,500        4,181,030
   City Univ. Sys. Cons., Ser. D                                Baa1             7.00         7/01/09      1,880        2,065,913
   Coll. & Univ. Ed., M.B.I.A.                                  Aaa             Zero          7/01/04      2,255        1,504,694
   Episcopal Hlth. Svcs., G.N.M.A.                              AAA(c)           7.55         8/01/29      3,000        3,239,970
   Insured Mount Sinai Med. Sch., Ser. A, M.B.I.A.              Aaa              5.00         7/01/13      2,945        2,723,506
   Long Island Med. Ctr., Ser. A, F.H.A.                        Aa               7.625        8/15/08      2,595        2,739,749
   Long Island Med. Ctr., Ser. A, F.H.A.                        Aa               7.75         8/15/27      4,100        4,335,832
   Mental Hlth. Svcs. Fac. Impvt., Ser. B                       Baa1             6.50         8/15/11      3,000        3,101,640
   Spec. Act. Sch. Districts, F.G.I.C.                          Aaa              7.00         7/01/13      3,050        3,316,326
   St. Univ. Edl. Facs., Ser. A                                 Baa1             5.25         5/15/15      8,600        7,754,706
   St. Univ. Edl. Facs., Ser. B                                 Baa1             7.50         5/15/11      4,660        5,355,878
New York St. Energy Resch. & Dev. Auth. Rev.,
   Brooklyn Union Gas Co., Ser. B, M.B.I.A.                     Aaa              6.75         2/01/24      2,000(f)     2,132,860
   Brooklyn Union Gas Co., Ser. D, M.B.I.A.                     Aaa              5.635(e)     7/08/26      4,000        3,735,120
   Con. Edison Co.                                              Aa3              7.50         7/01/25      6,735        7,204,429
   Con. Edison Co., Ser.A                                       Aa3              7.50         1/01/26      4,775        5,131,215
New York St. Environ. Facs. Corp., Poll. Ctrl. Rev.,
   Ser. C                                                       Aaa              5.35         7/15/07      2,000        2,012,980
   Ser. C                                                       Aaa              5.45         7/15/08      3,090        3,110,641
   Ser. C                                                       Aaa              5.55         7/15/09      1,375        1,384,130
   St. Wtr. Revolving Fund, Ser. B                              Aa               7.50         3/15/11      1,300        1,402,154
   St. Wtr. Revolving Fund, Ser. E                              Aa               6.50         6/15/14      1,000        1,059,590
New York St. Hsg. Fin. Agcy. Rev., Ser. A,
   Multifamily Hsg.                                             Aa               7.05         8/15/24      1,000        1,050,160
   Ref. Hsg. Proj. Mtge., Ser. A, F.S.A.                        Aaa              6.10        11/01/15      8,900        8,921,182
   St. Univ. Constr., Ser. A                                    Aaa              8.00         5/01/11      3,600(d)     4,415,256
New York St. Local Gov't. Assistance Corp.,
   Ser. C                                                       A               Zero          4/01/14     11,882        4,229,992
   Ser. E                                                       A                6.00         4/01/14      6,135        6,302,915
   Ser. E                                                       A                5.25         4/01/16      4,500        4,197,330
</TABLE>

- --------------------------------------------------------------------------------
                                          See Notes to Financial Statements.


                                      B-152

<PAGE>
Portfolio of Investments                   PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                      NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
New York St. Med. Care Facs. Fin. Agcy. Rev.,
   Mental Hlth. Svcs., M.B.I.A.                                 Aaa              6.00%        8/15/02   $  3,000     $  3,179,790
   Mental Hlth. Svcs., Ser. A                                   Baa1             7.50         8/15/07        815          899,964
   New York Hosp., Ser. A, A.M.B.A.C., F.H.A.                   Aaa              6.50         8/15/29      3,000        3,207,270
   St. Francis Hosp., Proj. A, F.G.I.C.                         Aaa              7.60        11/01/08      2,350        2,534,310
New York St. Mtge. Agcy. Rev.,
   Homeowner Mtge., Ser. A                                      Aa               8.05        10/01/21      3,110        3,261,457
   Homeowner Mtge., Ser 55                                      Aa               5.95        10/01/17      2,000        1,966,880
New York St. Mun. Bond Bank Agcy., Spec. Proj. Rev., Ser.
   A                                                            A+(c)            6.75         3/15/11      3,000        3,195,030
New York St. Thrwy. Auth. Svc. Contract Rev., Local
   Highway & Bridge                                             Baa1             6.45         4/01/15      1,000        1,023,800
New York St. Urban Dev. Corp. Rev.,
   Correctional Cap. Facs., A.M.B.A.C.                          Aaa             Zero          1/01/08     10,000        5,424,000
   Correctional Cap. Facs., Ser.5, A.M.B.A.C.                   Aaa              6.00         1/01/04      4,415        4,688,553
   St. Facs.                                                    Baa1             5.75         4/01/11      5,000        4,832,200
   St. Facs.                                                    Baa1             5.75         4/01/12      5,750        5,532,305
   St. Facs.                                                    Baa1             5.60         4/01/15      2,000        1,881,140
Port Auth. of New York & New Jersey, Ser. 70                    A1               7.25         8/01/25      1,000        1,069,700
Puerto Rico Comnwlth.,
   Gen. Oblig., A.M.B.A.C.                                      Aaa              7.00         7/01/10      6,500        7,503,860
   Pub. Impvt. Rfdg., M.B.I.A.                                  Aaa              7.00         7/01/10      1,250        1,443,050
Puerto Rico Comnwlth., Hwy. & Trans. Auth. Rev., Ser. W         Aaa              5.50         7/01/13     11,000       10,856,560
Puerto Rico Elec. Pwr. Auth. Rev., Pub. Impvt. Ref.,
   M.B.I.A.                                                     Aaa             Zero          7/01/04     11,895        8,028,649
Puerto Rico Pub. Bldgs. Auth. Rev. Gtd. Gov't. Facs., Ser.
   A, A.M.B.A.C.                                                Aaa              6.25         7/01/15      2,050        2,183,886
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                   Aaa              6.677(e)     1/25/07      7,875        7,707,656
Rockland Cnty. Solid Waste Mgmt. Auth., Ser. B, A.M.B.A.C.      Aaa              5.625       12/15/14      1,585        1,525,325
Suffolk Cnty. Ind. Dev. Agcy., Southwest Swr. Sys. Rev.,
   F.G.I.C.                                                     Aaa              6.00         2/01/07      1,000        1,067,830
Suffolk Cnty. Wtr. Auth. Rev., Ser. W                           AAA(c)           6.80         6/01/12      1,740(d)     1,913,530
Suffolk Cnty. Wtr. Auth., Waterworks Rev., M.B.I.A.             Aaa              6.00         6/01/09      5,160        5,461,757
Triborough Bridge & Tunl. Auth. Rev., Ser. A, M.B.I.A.          Aaa              6.00         1/01/10      2,000        2,110,900
Western Nassau Cnty. Wtr. Auth., Wtr. Sys. Rev.,
   A.M.B.A.C.                                                   Aaa              5.65         5/01/26      2,000        1,932,880
                                                                                                                     ------------
Total long-term investments (cost $281,374,188)                                                                       289,236,557
                                                                                                                     ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-153


<PAGE>
Portfolio of Investments                   PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                      NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--4.2%
New York City Hsg. Dev. Corp., E.17th St. Property, Ser.
   93A, F.R.D.D.                                                A-1(c)           3.85%        9/03/96   $    200     $    200,000
New York City Ind. Dev. Agcy. Rev., Japan Airlines, Ser.
   91, F.R.D.D.                                                 A1+(c)           3.90         9/03/96        800          800,000
New York St. Energy. Resch. & Dev. Auth., Poll. Ctrl.
   Rev.,
   Niagara Mohawk Pwr. Corp., Ser. 85A, F.R.D.D.                A1+(c)           3.95         9/03/96        900          900,000
   Niagara Mohawk Pwr. Corp., Ser. 86A, F.R.D.D.                P1               3.95         9/03/96      3,300        3,300,000
   Niagara Mohawk Pwr. Corp., Ser. 87A, F.R.D.D.                A2               4.05         9/03/96      5,900        5,900,000
   Niagara Mohawk Pwr. Corp., Ser. 87B, F.R.D.D.                A1+(c)           4.05         9/03/96      1,300        1,300,000
Port Auth. of New York & New Jersey, Ser. 3, F.R.D.D.           VMIG1            3.65         9/03/96        200          200,000
                                                                                                                     ------------
Total short-term investments (cost $12,600,000)                                                                        12,600,000
                                                                                                                     ------------
Total Investments--99.1%
(cost $ 293,974,188; Note 4)                                                                                          301,836,557
Other assets in excess of liabilities--0.9%                                                                            >2,840,839
                                                                                                                     ------------
Net Assets--100%                                                                                                     $304,677,396
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Corporation.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
(e) Inverse floating rate bond. The coupon is inversely indexed to a floating
    interest rate. The rate shown is the rate at year end.
(f) Pledged as initial margin on financial futures contracts.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                   B-154

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities          NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Assets                                                                                                          August 31, 1996
                                                                                                                ---------------
Investments, at value (cost $293,974,188).................................................................       $ 301,836,557
Cash......................................................................................................              51,745
Interest receivable.......................................................................................           3,398,940
Receivable for Series shares sold.........................................................................             163,993
Due from broker-variation margin..........................................................................              58,219
Prepaid expenses and other assets.........................................................................               9,386
                                                                                                                ---------------
   Total assets...........................................................................................         305,518,840
                                                                                                                ---------------
Liabilities
Payable for Series shares reacquired......................................................................             312,861
Dividends payable.........................................................................................             247,785
Management fee payable....................................................................................             118,098
Accrued expenses..........................................................................................              86,487
Distribution fee payable..................................................................................              73,513
Deferred trustee's fees...................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................             841,444
                                                                                                                ---------------
Net Assets................................................................................................       $ 304,677,396
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................       $     258,869
   Paid-in capital in excess of par.......................................................................         289,823,156
                                                                                                                ---------------
                                                                                                                   290,082,025
   Accumulated net realized gain on investments...........................................................           6,655,377
   Net unrealized appreciation on investments.............................................................           7,939,994
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................       $ 304,677,396
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($168,036,760 / 14,279,015 shares of beneficial interest issued and outstanding)....................               $11.77
   Maximum sales charge (3% of offering price)............................................................                 .36
                                                                                                                ---------------
   Maximum offering price to public.......................................................................              $12.13
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($135,764,197 / 11,533,381 shares of beneficial interest issued and outstanding)....................              $11.77
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($876,439 / 74,455 shares of beneficial interest issued and outstanding)............................              $11.77
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-115

<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1996
<S>                                           <C>
Income
   Interest and discount earned............     $  19,028,429
                                              -----------------
Expenses
   Management fee..........................         1,608,029
   Distribution fee--Class A...............           168,291
   Distribution fee--Class B...............           763,278
   Distribution fee--Class C...............             4,941
   Transfer agent's fees and expenses......           165,000
   Custodian's fees and expenses...........            98,000
   Reports to shareholders.................            76,000
   Registration fees.......................            44,500
   Audit fees and expenses.................            12,300
   Legal fees and expenses.................            10,000
   Trustees' fees..........................             3,900
   Miscellaneous...........................            22,260
                                              -----------------
      Total expenses.......................         2,976,499
   Less: Management fee waiver.............          (160,803)
       Custodian fee credit................           (17,613)
                                              -----------------
   Net expenses............................         2,798,083
                                              -----------------
Net investment income......................        16,230,346
                                              -----------------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain on:
   Investment transactions.................         8,098,900
   Financial futures transactions..........           903,272
                                              -----------------
                                                    9,002,172
                                              -----------------
Net change in unrealized appreciation on:
   Investments.............................       (11,379,989)
   Financial futures contracts.............            77,625
                                              -----------------
                                                  (11,302,364)
                                              -----------------
Net loss on investments....................        (2,300,192)
                                              -----------------
Net Increase in Net Assets
Resulting from Operations..................     $  13,930,154
                                              -----------------
                                              -----------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
<S>                                 <C>             <C>
in Net Assets                           1996            1995
Operations
   Net investment income..........  $ 16,230,346    $ 17,632,805
   Net realized gain (loss) on
      investment transactions.....     9,002,172        (425,049)
   Net change in unrealized
      appreciation of
      investments.................   (11,302,364)      5,023,826
                                    ------------    ------------
   Net increase in net assets
      resulting from operations...    13,930,154      22,231,582
                                    ------------    ------------
Dividends and distributions (Note
   1)
   Dividends from net investment
      income
      Class A.....................    (8,811,465)     (5,367,852)
      Class B.....................    (7,388,688)    (12,248,452)
      Class C.....................       (30,193)        (16,501)
                                    ------------    ------------
                                     (16,230,346)    (17,632,805)
                                    ------------    ------------
   Distributions from net realized
      gains
      Class A.....................      (701,061)             --
      Class B.....................      (645,835)             --
      Class C.....................        (2,246)             --
                                    ------------    ------------
                                      (1,349,142)             --
                                    ------------    ------------
Series share transactions (net of
   share conversions) (Note 5)
   Net proceeds from shares
      sold........................    18,427,055      18,761,553
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............    10,492,197      10,361,213
   Cost of shares reacquired......   (47,159,422)    (52,939,335)
                                    ------------    ------------
   Net decrease in net assets from
      Series share transactions...   (18,240,170)    (23,816,569)
                                    ------------    ------------
Total decrease....................   (21,889,504)    (19,217,792)
Net Assets
Beginning of year.................   326,566,900     345,784,692
                                    ------------    ------------
End of year.......................  $304,677,396    $326,566,900
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                     B-156

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NEW YORK SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The New York Series (the ``Series'') commenced
investment operations in September, 1984. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state and city income taxes with the minimum
of risk by investing in ``investment grade'' tax-exempt securities and whose
ratings are within the four highest ratings categories by a nationally
recognized statistical rating organization or, if not rated, are of comparable
quality. The ability of the issuers of the securities held by the Series to meet
their obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Series values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 p.m., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.

The Series invests in financial futures contracts in order to hedge its existing
portfolio securities or securities the Series intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income. Expenses
are recorded on the accrual basis which may require the use of certain estimates
by management.

Net investment income (other than distribution fees), and unrealized and
realized gains or losses are allocated daily to each class of shares based upon
the relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- --------------------------------------------------------------------------------



                                      B-157

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NEW YORK SERIES
- --------------------------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $160,803 ($0.006 per share for the fiscal year
ended August 31, 1996). The Series is not required to reimburse PMF for such
waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI'') became distributor of the Class A shares of the Fund and
is serving the Fund under the same terms and conditions as under the arrangement
with PMFD. PSI is also the distributor of the Class B and Class C shares of the
Fund. The Fund compensated PMFD and PSI for distributing and servicing the
Fund's Class A, Class B, and Class C shares, pursuant to plans of distribution,
(the ``Class A, B and C plans'') regardless of expenses actually incurred by
them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the fiscal year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$44,000 in front-end sales charges resulting from sales of Class A shares during
the fiscal year ended August 31, 1996. From these fees, PMFD and PSI paid such
sales charges to affiliated broker-dealers which in turn paid commissions to
salespersons and incurred other distribution costs.

PSI has advised the Series that for the fiscal year ended August 31, 1996, it
received approximately $317,700 in contingent deferred sales charges imposed
upon certain redemptions by Class B and C shareholders.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1996, the Series incurred fees of approximately $127,000 for the services of
PMFS. As of August 31, 1996, approximately $9,800 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1996 were $276,839,476 and
$285,033,908, respectively.

The cost basis of investments for federal income tax purposes at August 31, 1996
was substantially the same as for financial reporting purposes and, accordingly,
net unrealized appreciation on investments for federal income tax purposes was
$7,862,369 (gross unrealized appreciation--$10,288,888, gross unrealized
depreciation--$2,426,519).

The Series utilized its capital loss carryforward of approximately $1,071,600 to
offset net taxable gains realized and recognized during the fiscal year ended
August 31, 1996.

At August 31, 1996 the Series sold 69 financial futures on U.S. Treasury bonds
which expire in December 1996. The value at sale of such contracts was
$7,445,531. The value of such contracts on August 31, 1996 was $7,367,906,
thereby resulting in an unrealized gain of $77,625.
- --------------------------------------------------------------------------------


                                      B-158

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               NEW YORK SERIES
- --------------------------------------------------------------------------------
Note 5. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares automatically
convert to Class A shares on a quarterly basis approximately seven years after
purchase. A special exchange privilege is also available for shareholders who
qualified to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.

Transactions in shares of beneficial interest for the fiscal years ended August
31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Class A                               Shares          Amount
- ----------------------------------  -----------    -------------
<S>                                 <C>            <C>
Year ended August 31, 1996:
Shares sold.......................      288,545    $   3,471,580
Shares issued in reinvestment of
  dividends and distributions.....      482,548        5,793,739
Shares reacquired.................   (1,836,870)     (21,951,600)
                                    -----------    -------------
Net decrease in shares outstanding
  before conversion...............   (1,065,777)     (12,686,281)
Shares issued upon conversion from
  Class B.........................    1,655,227       19,855,903
                                    -----------    -------------
Net increase in shares
  outstanding.....................      589,450    $   7,169,622
                                    -----------    -------------
                                    -----------    -------------
Year ended August 31 1995:
Shares sold.......................      277,184    $   3,225,910
Shares issued in reinvestment of
  dividends.......................      267,148        3,155,429
Shares reacquired.................   (1,006,903)     (11,817,623)
                                    -----------    -------------
Net decrease in shares outstanding
  before conversion...............     (462,571)      (5,436,284)
Shares issued upon conversion from
  Class B.........................   12,985,377      149,561,617
                                    -----------    -------------
Net increase in shares
  outstanding.....................   12,522,806    $ 144,125,333
                                    -----------    -------------
                                    -----------    -------------
</TABLE>

<TABLE>
<CAPTION>
Class B                               Shares          Amount
- ----------------------------------  -----------    -------------
<S>                                 <C>            <C>
Year ended August 31, 1996:
Shares sold.......................    1,214,638    $  14,603,191
Shares issued in reinvestment of
  dividends and distributions.....      388,580        4,669,975
Shares reacquired.................   (2,099,335)     (25,184,658)
                                    -----------    -------------
Net decrease in shares outstanding
  before conversion...............     (496,117)      (5,911,492)
Shares reacquired upon conversion
  into Class A....................   (1,655,227)     (19,855,903)
                                    -----------    -------------
Net decrease in shares
  outstanding.....................   (2,151,344)   $ (25,767,395)
                                    -----------    -------------
                                    -----------    -------------
Year ended August 31, 1995:
Shares sold.......................    1,310,430    $  15,158,331
Shares issued in reinvestment of
  dividends.......................      627,938        7,192,642
Shares reacquired.................   (3,612,951)     (41,102,851)
                                    -----------    -------------
Net decrease in shares outstanding
  before conversion...............   (1,674,583)     (18,751,878)
Shares reacquired upon conversion
  into Class A....................  (12,985,377)    (149,561,617)
                                    -----------    -------------
Net decrease in shares
  outstanding.....................  (14,659,960)   $(168,313,495)
                                    -----------    -------------
                                    -----------    -------------
Class C
- ----------------------------------
Year ended August 31, 1996:
Shares sold.......................       29,584    $     352,284
Shares issued in reinvestment of
  dividends and distributions.....        2,378           28,483
Shares reacquired.................       (1,951)         (23,164)
                                    -----------    -------------
Net increase in shares
  outstanding.....................       30,011    $     357,603
                                    -----------    -------------
                                    -----------    -------------
Year ended August 31, 1995:
Shares sold.......................       32,796    $     377,312
Shares issued in reinvestment of
  dividends.......................        1,131           13,142
Shares reacquired.................       (1,612)         (18,861)
                                    -----------    -------------
Net increase in shares
  outstanding.....................       32,315    $     371,593
                                    -----------    -------------
                                    -----------    -------------
</TABLE>

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


                                      B-159

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                         NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Class A
                                        ------------------------------------------------------------
<S>                                     <C>              <C>          <C>         <C>         <C>
                                                           Year Ended August 31,
                                        ------------------------------------------------------------
                                            1996           1995        1994        1993        1992
                                        ------------     --------     -------     -------     ------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   year.............................      $  11.91       $  11.71     $ 12.54     $ 11.75     $11.08
                                        ------------     --------     -------     -------     ------
Income from investment operations
Net investment income...............           .63(a)         .66(a)      .67         .70        .71
Net realized and unrealized gain
   (loss) on investment
   transactions.....................          (.09)           .20        (.83)        .79        .67
                                        ------------     --------     -------     -------     ------
   Total from investment
      operations....................           .54            .86        (.16)       1.49       1.38
                                        ------------     --------     -------     -------     ------
Less distributions
Dividends from net investment
   income...........................          (.63)          (.66)       (.67)       (.70)      (.71)
Distributions from net realized
   gains............................          (.05)            --          --          --         --
                                        ------------     --------     -------     -------     ------
   Total distributions..............          (.68)          (.66)       (.67)       (.70)      (.71)
                                        ------------     --------     -------     -------     ------
Net asset value, end of year........      $  11.77       $  11.91     $ 11.71     $ 12.54     $11.75
                                        ------------     --------     -------     -------     ------
                                        ------------     --------     -------     -------     ------
TOTAL RETURN(b):....................          4.53%          7.70%      (1.38)%     13.06%     12.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).......      $168,037       $163,025     $13,661     $11,821     $6,057
Average net assets (000)............      $168,291       $ 95,024     $13,454     $ 8,755     $4,024
Ratios to average net assets:
   Expenses, including distribution
      fees..........................           .68%(a)        .69%(a)     .74%        .74%       .74%
   Expenses, excluding distribution
      fees..........................           .58%(a)        .59%(a)     .64%        .64%       .64%
   Net investment income............          5.24%(a)       5.65%(a)    5.46%       5.78%      6.19%
Portfolio turnover rate.............            92%            57%         49%         44%        45%
</TABLE>

- ---------------
(a) Net of fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends.
- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                      B-160

<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                        NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                Class C
                                                                    Class B                                   ------------
                                      -------------------------------------------------------------------         Year
                                                             Year Ended August 31,                               Ended
                                      -------------------------------------------------------------------      August 31,
                                          1996              1995         1994         1993         1992           1996
<S>                                   <C>                 <C>          <C>          <C>          <C>          <C>
                                      ------------        --------     --------     --------     --------         -----
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period...........................    $  11.91          $  11.71     $  12.54     $  11.75     $  11.08        $11.91
                                      ------------        --------     --------     --------     --------         -----
Income from investment operations
Net investment income...............         .58(a)            .61(a)       .62          .65          .66           .55(a)
Net realized and unrealized gain
   (loss) on investment
   transactions.....................        (.09)              .20         (.83)         .79          .67          (.09)
                                      ------------        --------     --------     --------     --------         -----
   Total from investment
      operations....................         .49               .81         (.21)        1.44         1.33           .46
                                      ------------        --------     --------     --------     --------         -----
Less distributions
Dividends from net investment
   income...........................        (.58)             (.61)        (.62)        (.65)        (.66)         (.55)
Distributions from net realized
   gains............................        (.05)               --           --           --           --          (.05)
                                      ------------        --------     --------     --------     --------         -----
   Total distributions                      (.63)             (.61)        (.62)        (.65)        (.66)         (.60)
                                      ------------        --------     --------     --------     --------         -----
Net asset value, end of period......    $  11.77          $  11.91     $  11.71     $  12.54     $  11.75        $11.77
                                      ------------        --------     --------     --------     --------         -----
                                      ------------        --------     --------     --------     --------         -----
TOTAL RETURN(b):....................        4.12%             7.27%       (1.77)%      12.61%       12.32%         3.86%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....    $135,764          $163,013     $331,982     $358,607     $316,472        $  876
Average net assets (000)............    $152,656          $230,033     $350,564     $330,823     $303,016        $  659
Ratios to average net assets:
   Expenses, including distribution
      fees..........................        1.08%(a)          1.11%(a)     1.14%        1.14%        1.14%         1.33%(a)
   Expenses, excluding distribution
      fees..........................         .58%(a)           .61%(a)      .64%         .64%         .64%          .58%(a)
   Net investment income............        4.84%(a)          5.30%(a)     5.06%        5.38%        5.79%         4.59%(a)
Portfolio turnover rate.............          92%               57%          49%          44%          45%           92%
<CAPTION>

                                                       August 1,
                                         Ended          Through
                                       August 31,      August 31,
                                          1995            1994
<S>                                    <C>            <C>
                                          -----           -----

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period...........................     $11.71          $11.74
                                          -----           -----

Income from investment operations
Net investment income...............        .58(a)          .04
Net realized and unrealized gain
   (loss) on investment
   transactions.....................        .20            (.03)
                                          -----           -----

   Total from investment
      operations....................        .78             .01
                                          -----           -----

Less distributions
Dividends from net investment
   income...........................       (.58)           (.04)
Distributions from net realized
   gains............................         --              --
                                          -----           -----

   Total distributions                     (.58)           (.04)
                                          -----           -----

Net asset value, end of period......     $11.91          $11.71
                                          -----           -----
                                          -----           -----

TOTAL RETURN(b):....................       7.01%           0.06%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....     $  529          $  142
Average net assets (000)............     $  325          $   42
Ratios to average net assets:
   Expenses, including distribution
      fees..........................       1.36%(a)        1.62%(c)
   Expenses, excluding distribution
      fees..........................        .61%(a)         .87%(c)
   Net investment income............       5.05%(a)        5.17%(c)
Portfolio turnover rate.............         57%             49%
</TABLE>

- ---------------
(a) Net of fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends.
    Total returns for periods of less than a full year are not annualized.
(c) Annualized.
(d) Commencement of offering of Class C shares.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-161

<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                 NEW YORK SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New York Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New York
Series, as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New York Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-162
<PAGE>

Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Albany Cnty., Ser. 96B, B.A.N.                                  NR                3.50%       2/19/97   $  6,525     $  6,535,330
Amherst Ind. Dev. Agcy. Rev., Gen. Accident Ins. Co., Ser.
   85, S.E.M.O.T.                                               A1+(c)            3.65       11/01/96      3,100        3,100,000
Babylon Ind. Dev. Agcy. Rev., Res. Rec. Rev., Ser. 89,
   F.R.D.D.                                                     A1+(c)            3.70        9/03/96     11,800       11,800,000
Babylon, Ser. 95, R.A.N.                                        NR                3.85       10/30/96      4,500        4,502,980
Clinton Cnty. Ind. Dev. Agcy Rev., Ser. 96A, F.R.W.D.           A-1(c)            3.55        9/05/96      3,500        3,500,000
Dist. of Columbia., Gen. Oblig., Ser. 92A-4, F.R.D.D.           VMIG1             3.95        9/03/96      4,400        4,400,000
Erie Cnty. Industrial Development Agency, Ser. A, R.A.N.        MIG1              4.25        4/17/97      5,500        5,521,532
Erie Cnty., Ser. 95, R.A.N.                                     MIG1              4.50        9/20/96      1,800        1,800,585
Gulf Coast Waste Disposal Authority, Ser. 95 F.R.D.D.           VMIG1             3.95        9/03/96      3,000        3,000,000
Hempstead Town, Ser. 96A, B.A.N.                                NR                3.50        2/28/97      5,000        4,992,577
Islip, Ser. 96, B.A.N.                                          NR                4.25        7/25/97      5,000        5,012,901
Monroe Cnty. Ind. Dev. Agcy. Rev., Gen. Accident Ins. Co.,
   Ser. 84, S.E.M.O.T.                                          A1+(c)            3.70        3/01/97      7,000        7,000,000
Nassau Cnty., General Improvement, Series 96T                   Aaa               5.125       9/01/97      8,180        8,280,874
New York City, Gen. Oblig.,
   Ser. 94H-2, T.E.C.P.                                         VMIG1             3.70       11/14/96      5,000        5,000,000
   Ser. 95F-3, F.R.W.D.                                         VMIG1             3.40        9/04/96      6,300        6,300,000
   Ser. 95F-5, F.R.W.D.                                         VMIG1             3.40        9/04/96      4,500        4,500,000
   Ser. J2, T.E.C.P.                                            NR                3.50       10/31/96      5,000        5,000,000
New York City Hsg. Dev. Corp.,
   400 West 59th St. Proj., Ser. 95A-1, F.R.W.D.                A-1(c)            3.35        9/04/96     10,000       10,000,000
   400 West 59th St. Proj., Ser. 95A-2, F.R.W.D.                A-1(c)            3.45        9/04/96      5,000        5,000,000
   E.17th St. Property, Ser. 93A, F.R.D.D.                      A-1(c)            3.85        9/03/96      3,000        3,000,000
   James Tower Proj., Ser. 94A, F.R.W.D.                        A1(c)             3.35        9/04/96      6,500        6,500,000
   Multi Fam. Columbus Ave., Ser. 93A, F.R.W.D.                 A1+(c)            3.40        9/04/96      4,000        4,000,000
New York City Ind. Dev. Agcy. Rev., Japan Airlines, Ser.
   91, F.R.D.D.                                                 A1+(c)            3.90        9/03/96      9,700        9,700,000
New York City Mun. Water Fin. Auth., Water & Sew. Rev.,
   Ser. 88A                                                     Aaa               9.00        6/15/97      5,000(e)     5,300,570
New York City Transit Authority Special Obligation Ser.
   96A, R.A.N.                                                  MIG2              4.25       12/12/96     10,600       10,612,246
New York City Trust Cultural Res. Rev.,
   Museum of Broadcasting, Ser. 89, F.R.W.D.                    VMIG1             3.50        9/04/96      2,100        2,100,000
   The Jewish Museum Proj., Ser. 92, F.R.W.D.                   VMIG1             3.50        9/04/96      7,200        7,200,000
New York St. Dorm. Auth. Rev.,
   Ellis Hospital, Ser 1995 PT75, F.R.W.D.S.                    A1+(c)            3.50        9/05/96      8,600        8,600,000
   Mem. Sloan Kettering, Ser. 89A, T.E.C.P.                     VMIG1             3.55       10/18/96      1,000        1,000,000
   Rockefeller Univ., Ser. 91A, F.R.W.D.S                       Aaa               3.62        9/04/96     14,000       14,000,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-163
<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
New York St. Energy Res. & Dev. Auth.,
   Long Island Ltg. Co. Proj., Ser. 85A, A.N.N.M.T.             VMIG1             3.25%       3/01/97   $  5,000     $  5,000,000
   Long Island Ltg. Co. Proj., Ser. 95A, F.R.W.D.               VMIG1             3.25        9/04/96      5,000        5,000,000
   New York St. Elec. & Gas Ser. 85A, A.N.N.O.T.                P1                3.30        3/15/97      5,000        5,000,000
   Niagara Mohawk Pwr. Corp., Ser. 85B, F.R.D.D.                P1                3.85        9/03/96        600          600,000
   Niagara Mohawk Pwr. Corp., Ser. 85C, F.R.D.D.                A1+(c)            3.85        9/03/96        400          400,000
   Niagara Mohawk Pwr. Corp., Ser. 86A, F.R.D.D.                P1                3.95        9/03/96     16,100       16,100,000
   Niagara Mohawk Pwr. Corp., Ser. 87B, F.R.D.D.                A1+(c)            4.05        9/03/96        400          400,000
   Niagara Mohawk Pwr. Corp., Ser. 88A, F.R.D.D.                A1+(c)            4.05        9/03/96      5,900        5,900,000
New York St. Environ. Facs. Corp., Solid Waste Disp. Rev.,
   Ser. 92A, T.E.C.P.                                           P1                3.60        9/12/96      4,800        4,800,000
New York St., Gen. Oblig., Ser. R, T.E.C.P.                     P1                3.55       10/04/96      4,800        4,800,000
New York St. Hsg. Fin. Auth., Liberty View Apts., Ser.
   85A, F.R.W.D.                                                VMIG1             3.45        9/04/96     11,600       11,600,000
New York St. Job Dev. Auth., F.R.M.D.,
   Ser. 84D                                                     MIG1              3.70        9/03/96      1,470        1,470,000
   Ser. 84E                                                     VMIG1             3.70        9/03/96      3,445        3,445,000
   Ser. 84F                                                     VMIG1             3.70        9/03/96      1,350        1,350,000
   Ser. 86C                                                     VMIG1             3.85        9/03/96      1,105        1,105,000
New York St. Local Gov't Assistance Corp., Var. Rate Bonds
   Ser. 95B, F.R.W.D.                                           VMIG1             3.20        9/04/96      5,000        5,000,000
   Ser. 95E, F.R.W.D.                                           VMIG1             3.35        9/04/96     10,900       10,900,000
New York St., Thruway Auth. Rev., Ser. C, F.R.W.D.S.            NR                3.60        9/05/96      7,000        7,000,000
Niagara Cnty. Ind. Dev. Agcy. Rev., Gen. Abrasive
   Treibacher,
   Ser. 91, F.R.W.D.                                            P1                3.60        9/04/96      4,600        4,600,000
Oswego Cnty. Ind. Dev. Agcy. Rev., Phillip Morris Co.,
   Ser. 92, F.R.W.D.                                            P1                3.40        9/04/96      6,300        6,300,000
Port Auth. of New York & New Jersey,
   Ser. 4, F.R.D.D.                                             VMIG1             3.80        9/03/96        600          600,000
   Ser. 93-1, F.R.W.D.                                          CPS1              3.441       9/03/96     12,000       12,000,000
Puerto Rico Commwlth.,
   Gov't. Dev. Bank, Ser. 95, T.E.C.P.                          A-1(c)            3.55        9/05/96      3,000        3,000,000
   Gov't. Dev. Bank, Ser. 95, T.E.C.P.                          A-1(c)            3.55       10/07/96      7,400        7,400,000
Rochester Cnty., Ser. I, B.A.N.                                 NR                4.25       10/31/96      5,000        5,003,717
Sachem Central School District, Ser. 96, R.A.N.                 NR                4.00        9/25/96      4,510        4,510,709
Saratoga Springs School District, Ser. 96, R.A.N.               NR                4.00       11/19/96      3,100        3,102,484
Smithtown Central School District, Ser. 96-97, T.A.N.           NR                4.25        6/26/97      9,580        9,606,322
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-164
<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Southwestern Illinois Dev. Auth. Solid Waste Disp. Rev.,
   Shell Oil Co., Wood River Proj., Ser. 92, F.R.D.D.           A1+(c)            3.95%       9/03/96   $  2,800     $  2,800,000
Syracuse, Ser. 95, B.A.N.                                       NR                4.00       12/20/96      8,000        8,008,099
Tarrytowns Union Free School District, Ser. 96,T.A.N.           NR                4.25        6/25/97      3,950        3,959,287
Yates Cnty. Ind. Dev. Agcy. Rev., Clearpass Containers
   Inc., Ser. 92A, F.R.W.D.                                     A-1(c)            3.40        9/05/96      1,330        1,330,000
                                                                                                                     ------------
Total Investments--97.1%
(cost $339,350,213(d))                                                                                                339,350,213
Other assets in excess of liabilities--2.9%                                                                            10,119,594
                                                                                                                     ------------
Net Assets--100%                                                                                                     $349,469,807
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.N.N.M.T.--Annual Mandatory Tender.
    A.N.N.O.T.--Annual Optional Tender.
    B.A.N--Bond Anticipation Note.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.M.D.--Floating Rate (Monthly) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    F.R.W.D.S.--Floating Rate (Weekly) Demand Note Synthetic (b).
    R.A.N.--Revenue Anticipation Note.
    S.E.M.O.T.--Semi-Annual Optional Tender.
    T.A.N.--Tax Anticipation Note.
    T.E.C.P.--Tax-Exempt Commercial Paper.
(b) For purposes of amortized cost valuation, the maturity date of such
    securities is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) The cost of securities for federal income tax purposes is substantially the
same as for financial reporting purposes.
(e) Prerefunded issues are secured by escrowed cash and direct U.S. guaranteed
obligations.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-165
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
Assets                                                                                                         August 31, 1996
<S>                                                                                                             <C>
Investments, at amortized cost which approximates market value............................................      $  339,350,213
Cash>.....................................................................................................              44,944
Receivable for investments sold...........................................................................          16,770,925
Receivable for Series shares sold.........................................................................           3,872,190
Interest receivable.......................................................................................           2,282,776
Deferred expenses and other assets........................................................................               9,725
                                                                                                                ---------------
   Total assets...........................................................................................         362,330,773
                                                                                                                ---------------
Liabilities
Payable for investments purchased.........................................................................           7,000,000
Payable for Series shares reacquired......................................................................           5,356,788
Accrued expenses and other liabilities....................................................................             168,548
Dividends payable.........................................................................................             165,565
Management fee payable....................................................................................             147,080
Distribution fee payable..................................................................................              20,285
Deferred trustees' fee....................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................          12,860,966
                                                                                                                ---------------
Net Assets................................................................................................      $  349,469,807
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value.......................................................      $    3,494,698
   Paid-in capital in excess of par.......................................................................         345,975,109
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................      $  349,469,807
                                                                                                                ---------------
                                                                                                                ---------------
Net asset value, offering price and redemption price per share ($349,469,807 / 349,469,807 shares
   of beneficial interest issued and outstanding; unlimited number of shares authorized)..................                $1.00
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-166
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest...................................     $12,223,232
                                                 ---------------
Expenses
   Management fee.............................       1,682,136
   Distribution fee...........................         420,534
   Transfer agent's fees and expenses.........         137,000
   Custodian's fees and expenses..............          80,000
   Reports to shareholders....................          47,000
   Registration fees..........................          29,000
   Audit fees and expenses....................          10,800
   Legal fees and expenses....................           5,000
   Trustees' fees.............................           3,900
   Miscellaneous..............................          11,209
                                                 ---------------
      Total expenses..........................       2,426,579
   Less: custodian fee credit.................          (3,599)
                                                 ---------------
      Net expenses............................       2,422,980
                                                 ---------------
Net investment income.........................       9,800,252
Net realized gain on investments..............           1,956
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 9,802,208
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease)                  Year Ended August 31,
in Net Assets                       1996               1995
<S>                            <C>                <C>
Operations
   Net investment income....   $     9,800,252    $     8,853,758
   Net realized gain on
      investment
      transactions..........             1,956                 --
                               ---------------    ---------------
   Net increase in net
      assets resulting from
      operations............         9,802,208          8,853,758
                               ---------------    ---------------
Dividends and distributions
   to shareholders..........        (9,802,208)        (8,853,758)
                               ---------------    ---------------
Series share transactions
   (at $1 per share)
   Net proceeds from shares
      sold..................     1,133,204,969      1,099,424,608
   Net asset value of shares
      issued to shareholders
      in reinvestment of
      dividends and
      distributions.........         9,471,692          8,564,122
   Cost of shares
      reacquired............    (1,117,904,471)    (1,052,364,310)
                               ---------------    ---------------
   Net increase in net
      assets from Series
      share transactions....        24,772,190         55,624,420
                               ---------------    ---------------
Total increase..............        24,772,190         55,624,420
Net Assets
Beginning of year...........       324,697,617        269,073,197
                               ---------------    ---------------
End of year.................   $   349,469,807    $   324,697,617
                               ---------------    ---------------
                               ---------------    ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-167
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The New York Money Market Series (the
``Series'') commenced investment operations in April, 1985. The Series is
diversified and seeks to achieve its investment objective of providing the
highest level of income that is exempt from New York State, New York City and
federal income taxes with a minimum of risk by investing in ``investment grade''
tax-exempt securities having a maturity of thirteen months or less whose ratings
are within the two highest ratings categories by two nationally recognized
statistical rating organizations, or if not rated, are of comparable quality.
The ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 P.M., New York time.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis. Expenses are recorded on the accrual basis which may require the
use of certain estimates by management.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series.
The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Fund through January 1,
1996. Effective January 2, 1996, Prudential Securities Incorporated (``PSI'')
became the distributor of the Fund and is serving the Fund under the same terms
and conditions as under the arrangement with PMFD. The Series reimbursed PMFD
and PSI for distributing and servicing the Series' shares pursuant to the plan
of distribution at an annual rate of .125 of 1% of the Series' average daily net
assets. The distribution fee is accrued daily and payable monthly.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1996,
the Series incurred fees of approximately $122,400 for the services of PMFS. As
of August 31, 1996, approximately $9,800 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- --------------------------------------------------------------------------------


                                      B-168
<PAGE>
                                           PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                       NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          Year Ended August 31,
                                                                             -----------------------------------------------
                                                                               1996         1995         1994         1993
                                                                             --------     --------     --------     --------
<S>                                                                          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.......................................    $   1.00     $   1.00     $   1.00     $   1.00
Net investment income and net realized gains.............................         .03          .03          .02          .02
Dividends and distributions to shareholders..............................        (.03)        (.03)        (.02)        (.02)
                                                                             --------     --------     --------     --------
Net asset value, end of year.............................................    $   1.00     $   1.00     $   1.00     $   1.00
                                                                             --------     --------     --------     --------
                                                                             --------     --------     --------     --------
TOTAL RETURN(a):.........................................................        2.97%        3.06%        1.80%        1.80%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)............................................    $349,470     $324,698     $269,073     $286,304
Average net assets (000).................................................    $336,427     $292,763     $280,492     $275,640
Ratios to average net assets:
   Expenses, including distribution fee..................................         .72%         .73%         .77%         .75%
   Expenses, excluding distribution fee..................................         .60%         .61%         .64%         .63%
   Net investment income.................................................        2.91%        3.02%        1.78%        1.75%
<CAPTION>

                                                                             1992
                                                                           --------
<S>                                                                          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.......................................  $   1.00
Net investment income and net realized gains.............................       .03
Dividends and distributions to shareholders..............................      (.03)
                                                                           --------
Net asset value, end of year.............................................  $   1.00
                                                                           --------
                                                                           --------
TOTAL RETURN(a):.........................................................      2.93%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)............................................  $249,785
Average net assets (000).................................................  $248,557
Ratios to average net assets:
   Expenses, including distribution fee..................................       .76%
   Expenses, excluding distribution fee..................................       .63%
   Net investment income.................................................      2.83%
</TABLE>

- ---------------
(a) Total return includes reinvestment of dividends and distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.



                                      B-169
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                 NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New York Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New York
Money Market Series, as of August 31, 1996, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New York Money Market Series, as of August 31, 1996, the results of
its operations, the changes in its net assets, and its financial highlights for
the respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996







                                      B-170
<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--96.5%
- ---------------------------------------------------------------------------------------------------------------------------------
Buncombe Cnty., Pub. Impvt. Bonds                                Aa               6.90%        3/01/09   $  1,000(d)  $ 1,077,810
Cary Sanitary Sewer                                              Aa1              5.20         4/01/09        500         490,925
Charlotte Pub. Impvt.                                            Aaa              5.40         4/01/15      1,500       1,457,115
Charlotte Mecklenberg Hosp., Hlth. Care Sys. Rev.                Aa               6.25         1/01/20        750         760,920
Charlotte Wtr. & Swr.                                            Aaa              6.20         6/01/17      1,500(d)    1,633,995
Charlotte Wtr. & Swr.                                            Aaa              5.90         2/01/19      1,000       1,025,210
Charlotte, Cert. of Part., Conv. Fac. Proj., A.M.B.A.C.          Aaa              5.00        12/01/21      3,000       2,629,710
City of Greensboro Enterprise Sys. Rev., Comb Ser. A             A1               5.30         6/01/15      1,000         954,190
Concord Util. Sys. Rev., M.B.I.A.                                Aaa              5.50        12/01/14      1,000         977,390
Craven Cnty., M.B.I.A.                                           Aaa              5.50         6/01/16      1,000         978,700
Dare Cnty., Util. Sys. Rev., M.B.I.A.                            Aaa              5.75         6/01/14        500         489,075
Davidson Cnty.                                                   Aa               5.40         6/01/14        800         776,648
Durham Cnty., Pub. Impvt.                                        Aaa              4.60         5/01/04      2,000       1,972,200
Durham, Gen. Oblig.                                              Aa1              5.10         2/01/15      1,000         931,750
Fayetteville, Cert. of Part., San. Swr. & Pub. Impvt.,
   A.M.B.A.C.                                                    Aaa              6.875       12/01/08      1,750       1,908,655
Gastonia, Gen. Oblig., Wtr. Sys. & St. Impvt., F.G.I.C.          Aaa              5.25         4/01/09      1,625       1,594,141
Haywood Cnty., Ind. Facs. & Poll. Ctrl.,
   Fin. Auth. Environ. Impvt. Rev.                               Baa1             6.25         9/01/25        750         737,970
   Fin. Auth. Environ. Impvt. Rev., Ser. A                       Baa1             5.75        12/01/25      1,000         911,350
Lincoln Cnty. Gen. Oblig., Ref., F.G.I.C.                        Aaa              5.10         6/01/09      1,170       1,123,984
Martin Cnty. Ind. Facs. & Poll. Ctrl. Fin. Auth. Rev.,
   Weyerhaueser Co. Proj.                                        A2               8.50         6/15/99        200         219,124
Mecklenberg Cnty., Pub. Impvt.                                   Aaa              5.00         4/01/08      1,000         976,760
Mecklenburg Cnty., Pub. Impvt.                                   Aaa              4.80         3/01/06      1,050       1,031,929
New Hanover Cnty. Hosp. Rev., Regl. Med. Ctr. Proj.,
   A.M.B.A.C.                                                    Aaa              4.75        10/01/23      1,600       1,345,040
No. Carolina Eastn. Mun. Pwr. Agcy.,
   Pwr. Sys. Rev. A.M.B.A.C.                                     Aaa              6.00         1/01/18      1,000       1,027,920
   Pwr. E.T.M. prerefunded, Ser. A                               Aaa              6.50         1/01/18      1,995       2,198,251
   Pwr. Sys. Rev., Ser. A                                        A                6.50         1/01/18      1,005       1,039,090
   Pwr. Sys. Rev., Ser. B                                        Aaa              6.00         1/01/26        650 (d)     659,288
   Pwr. Sys. Rev., Ser. A                                        A                6.40         1/01/21      1,000         995,010
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-171
<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
No. Carolina Hsg. Fin. Agcy., Sngl. Fam. Mtge. Rev., Ser. G      Aa               7.80%        3/01/21   $    670     $   701,329
No. Carolina Med. Care Comn., Hlth. Care Facs. Rev.,
   Stanley Mem. Hosp. Proj.                                      Baa1             7.80        10/01/19        650         722,781
North Carolina Med. Care Comn. Hlth. Care Fac. Rev.,
   Stanley Mem. Hosp. Proj., A.M.B.A.C.                          Aaa              5.375       10/01/19      1,500       1,397,730
No. Carolina Med. Care Comn., Hosp. Rev.,
   Annie Pen Mem. Hosp. Proj.                                    Baa              7.50         8/15/21      1,000       1,032,310
   Rex Hosp. Proj.                                               A1               6.25         6/01/17      1,750       1,761,497
No. Carolina Mun. Pwr. Agcy.,
   No. 1 Catawba Elec. Rev., A.M.B.A.C.                          Aaa              5.25         1/01/09      1,000         981,250
   No. 1 Catawba Elec. Rev., M.B.I.A.                            Aaa              6.00         1/01/10      1,250       1,310,825
   No. 1 Catawba Elec. Rev., M.B.I.A.                            Aaa             6.97(e)       1/01/12      2,000       1,830,000
North Carolina Gen. Oblig. Cap. Impvt., Ser. A                   Aaa              4.70         2/01/10      1,200       1,104,540
Northern Hosp. Dist. Surry Cnty. Hlth. Care Facs. Rev., No.
   Carolina Hosp.                                                Ba1              7.875       10/01/21      1,500       1,563,120
Pitt Cnty. Rev., Pitt Cnty. Mem. Hosp.                           Aa               5.25        12/01/21      1,500       1,369,005
Puerto Rico Comnwlth.,
   Gen. Oblig., F.S.A.                                           Aaa              7.958(e)     7/01/20      1,300       1,269,125
   Gen. Oblig., Ser. A, M.B.I.A.                                 Aaa              6.25         7/01/10      1,240       1,306,315
Puerto Rico Elec. Pwr. Auth. Rev., Pwr. Rev. Bds.                Baa1             5.50         7/01/20      1,520       1,402,474
Puerto Rico Ind. Med. & Environ. Poll. Ctrl. Facs., Upjohn
   Co. Proj.                                                     Aa3              7.50        12/01/23        500         544,860
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                    Aaa              6.677(e)     1/25/07      1,000         978,750
Puerto Rico Univ. Sys. Rev., Ser. M, M.B.I.A.                    Aaa              5.25         6/01/25      1,000         923,400
Union Cnty. Wtr. & Swr., Solid Waste Rev.                        A1               6.50         4/01/07        850         912,645
University of No. Carolina Chapel Hill Hosp. Rev.                Aa               5.25         2/15/26      1,000         914,860
Virgin Islands Terr., Hugo Ins. Claims Fund Proj., Ser. 91       NR               7.75        10/01/06        415         437,701
Wake Cnty. Hosp. Rev., M.B.I.A.                                  Aaa              5.125       10/01/26      1,500       1,321,890
Winston Salem, Sngl. Fam. Mtge. Rev.                             A1               8.00         9/01/07        410         425,961
Winston Salem, Wtr. & Swr., Sys. Rev., Ser. B                    Aa               5.70         6/01/17      1,000         977,310
                                                                                                                      -----------
Total long-term investments (cost $56,471,948)                                                                         57,113,828
                                                                                                                      -----------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-172
<PAGE>
Portfolio of Investments                    PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                       NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--2.5%
Halifax Cnty. Ind. Facs. & Poll. Ctrl., Westmoreland L.G. &
   E. Partners, Ser. 93 F.R.D.D.                                 A-1+(c)          3.95%        9/03/96   $  1,400     $ 1,400,000
Halifax Cnty. Ind. Facs. & Poll. Ctrl., Westmoreland-Hadson
   Roano, Ser. 91 F.R.D.D.                                       Aa2              4.05         9/03/96        100         100,000
                                                                                                                      -----------
Total short-term investments (cost $1,500,000)                                                                          1,500,000
                                                                                                                      -----------
Total Investments--99.0%
(cost $ 57,971,948; Note 4)                                                                                            58,613,828
Other assets in excess of liabilities--1.0%                                                                               576,319
                                                                                                                      -----------
Net Assets--100%                                                                                                      $59,190,147
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
 (a) The following abbreviations are used in portfolio descriptions:
     A.M.B.A.C.--American Municipal Bond Assurance Corporation.
     E.T.M.--Escrowed to Maturity.
     F.G.I.C.--Financial Guaranty Insurance Company.
     F.R.D.D.--Floating Rate (Daily) Demand Note (b).
     F.S.A.--Financial Security Assurance.
     M.B.I.A.--Municipal Bond Insurance Association.
 (b) For purposes of amortized cost valuation, the maturity date of Floating
     Rate Demand Notes is considered to be the later of the next date on which
     the security can be redeemed at par, or the next date on which the rate
     of interest is adjusted.
 (c) Standard & Poor's Rating.
 (d) Prerefunded issues are secured by escrowed cash and/or direct U.S.
     guaranteed obligations.
 (e) Inverse floating rate bond. The coupon is inversely indexed to a floating
     interest rate. The rate shown is the rate at year end.

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description
of Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                     B-173
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                             <C>
Assets                                                                                                         August 31, 1996
Investments, at value (cost $57,971,948)..................................................................      $  58,613,828
Cash......................................................................................................             30,458
Interest receivable.......................................................................................            892,099
Receivable for Series shares sold.........................................................................             15,250
Receivable for investments sold...........................................................................             15,000
Other assets..............................................................................................              1,873
                                                                                                                ---------------
   Total assets...........................................................................................         59,568,508
                                                                                                                ---------------
Liabilities
Payable for Series shares reacquired......................................................................            166,195
Accrued expenses..........................................................................................            124,846
Dividends payable.........................................................................................             45,802
Management payable........................................................................................             22,969
Distribution fee payable..................................................................................             15,849
Deferred trustees' fees...................................................................................              2,700
                                                                                                                ---------------
   Total liabilities......................................................................................            378,361
                                                                                                                ---------------
Net Assets................................................................................................      $  59,190,147
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................      $      53,528
   Paid-in capital in excess of par.......................................................................         57,679,667
                                                                                                                ---------------
                                                                                                                   57,733,195
   Accumulated net realized gain on investments...........................................................            815,072
   Net unrealized appreciation on investments.............................................................            641,880
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................      $  59,190,147
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($28,088,731 / 2,540,740 shares of beneficial interest issued and outstanding)......................               $11.06
   Maximum sales charge (3% of offering price)............................................................                .34
                                                                                                                ---------------
   Maximum offering price to public.......................................................................             $11.40
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($31,028,910 / 2,805,475 shares of beneficial interest issued and outstanding)......................             $11.06
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($72,506 / 6,556 shares of beneficial interest issued and outstanding)..............................             $11.06
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-174
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
NORTH CAROLINA SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest...................................     $ 3,671,215
                                                 ---------------
Expenses
   Management fee.............................         316,510
   Distribution fee--Class A..................          27,628
   Distribution fee--Class B..................         178,025
   Distribution fee--Class C..................             514
   Reports to shareholders....................         105,000
   Custodian's fees and expenses..............          90,000
   Transfer agent's fees and expenses.........          37,000
   Registration fees..........................          35,000
   Audit fee and expenses.....................          12,300
   Legal fees and expenses....................          10,000
   Directors' fees and expenses...............           3,900
   Miscellaneous..............................          12,118
                                                 ---------------
      Total expenses..........................         827,995
      Less: Management fee waiver.............         (31,651)
         Custodian fee credit.................          (4,609)
                                                 ---------------
      Net expenses............................         791,735
                                                 ---------------
Net investment income.........................       2,879,480
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions....................       1,009,689
   Financial futures contracts................         (56,144)
   Written options transactions...............          16,880
                                                 ---------------
                                                       970,425
                                                 ---------------
Net change in unrealized
   appreciation/depreciation on:
   Investments................................        (957,729)
   Financial futures contracts................         (52,187)
                                                 ---------------
                                                    (1,009,916)
                                                 ---------------
Net loss on investments.......................         (39,491)
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 2,839,989
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NORTH CAROLINA SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease)                     Year Ended August 31,
in Net Assets                            1996            1995
<S>                                  <C>             <C>
Operations
   Net investment income..........   $  2,879,480    $  3,451,275
   Net realized gain on investment
      transactions................        970,425         675,725
   Net change in unrealized
      depreciation of
      investments.................     (1,009,916)       (130,375)
                                     ------------    ------------
   Net increase in net assets
      resulting from operations...      2,839,989       3,996,625
                                     ------------    ------------
Dividends and distributions (Note
   1):
   Dividends from net investment
      income
      Class A.....................     (1,319,689)       (800,554)
      Class B.....................     (1,556,956)     (2,649,245)
      Class C.....................         (2,835)         (1,476)
                                     ------------    ------------
                                       (2,879,480)     (3,451,275)
                                     ------------    ------------
   Distributions from net realized
      gains
      Class A.....................       (283,246)             --
      Class B.....................       (369,288)             --
      Class C.....................           (674)             --
                                     ------------    ------------
                                         (653,208)             --
                                     ------------    ------------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares
      sold........................      2,409,691       4,576,741
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............      1,901,502       1,814,783
   Cost of shares reacquired......    (11,119,778)    (11,959,150)
                                     ------------    ------------
   Net decrease in net assets from
      Series share transactions...     (6,808,585)     (5,567,626)
                                     ------------    ------------
Total decrease....................     (7,501,284)     (5,022,276)
Net Assets
Beginning of year.................     66,691,431      71,713,707
                                     ------------    ------------
End of year.......................   $ 59,190,147    $ 66,691,431
                                     ------------    ------------
                                     ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-175
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The North Carolina Series (the ``Series'')
commenced investment operations in February, 1985. The Series is diversified and
seeks to achieve its investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss until the contracts expire or are closed, at which time
the gain or loss is reclassified to realized gain or loss. The Series invests in
financial futures contracts solely for the purpose of hedging its existing
portfolio securities, or securities the Series intends to purchase against
fluctuations in value caused by changes in prevailing market conditions. Should
market conditions move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.

Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from securities or currencies based upon the type of option
written. The difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is also treated
as a realized gain, or if the premium received is less than the amount paid for
the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities or currencies purchased by the Fund. The Fund as writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the security underlying the written option. There were no
written options outstanding at August 31, 1996.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income. Expenses
are recorded on the accrual basis which may require the use of certain estimates
made by management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
- --------------------------------------------------------------------------------


                                      B-176
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
short-term capital gains and market discount.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the cost of compensation of officers of the Fund, occupancy and
certain clerical and bookkeeping costs of the Fund. The Fund bears all other
costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $31,651 ($0.006 per share for Class A, B and C
shares; .05% of average net assets, annualized). The Series is not required to
reimburse PMF for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996 Prudential Securities
Incorporated (``PSI'') became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund compensated PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$2,600 in front-end sales charges resulting from sales of Class A shares during
the year ended August 31, 1996. From these fees, PMFD and PSI paid such sales
charges to affiliated broker-dealers which in turn paid commissions to sales
persons and incurred other distribution costs.

PSI has advised the Series that for the year ended August 31, 1996, it received
approximately $109,600 in contingent deferred sales charges imposed upon certain
redemptions by Class B and Class C shareholders.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the year ended August 31,
1996, the Series incurred fees of approximately $26,800 for the services of
PMFS. As of August 31, 1996, approximately $2,000 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- --------------------------------------------------------------------------------


                                      B-177
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1996 were $13,823,323 and
$19,348,514, respectively.

The cost basis of investments for federal income tax purposes was substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1996, net unrealized appreciation for federal income tax purposes was $641,880
(gross unrealized appreciation--$1,567,100; gross unrealized
depreciation--$925,220).

Transactions in written options during the period ended August 31, 1996 were as
follows:
<TABLE>
<CAPTION>
                                       Number of    Premiums
                                       Contracts    Received
                                       ---------    --------
<S>                                    <C>          <C>
Options written......................         75      16,880
Options expired......................        (75)    (16,880)
                                       ---------    --------
Options outstanding at August 31,
  1996...............................          0           0
                                       ---------    --------
                                       ---------    --------
</TABLE>

- ------------------------------------------------------------
Note 5. Capital

The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3%. Class B shares are sold with
a contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
will automatically convert to Class A shares on a quarterly basis approximately
seven years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.

Transactions in shares of beneficial interest for the years ended August 31,
1996 and 1995, were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................      26,122    $    294,382
Shares issued in reinvestment of
  dividends and distributions.......      77,298         872,346
Shares reacquired...................    (371,852)     (4,173,584)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (268,432)     (3,006,856)
Shares issued upon conversion from
  Class B...........................     438,352       4,936,059
                                      ----------    ------------
Net increase in shares
  outstanding.......................     169,920    $  1,929,203
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     101,495    $  1,107,658
Shares issued in reinvestment of
  dividends.........................      40,041         444,345
Shares reacquired...................    (219,838)     (2,440,629)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................     (78,302)       (888,626)
Shares issued upon conversion from
  Class B...........................   2,245,102      24,527,190
                                      ----------    ------------
Net increase in shares
  outstanding.......................   2,166,800    $ 23,638,564
                                      ----------    ------------
                                      ----------    ------------
Class B
- ------------------------------------
Year ended August 31, 1996:
Shares sold.........................     184,643    $  2,097,677
Shares issued in reinvestment of
  dividends and distributions.......      90,870       1,026,914
Shares reacquired...................    (617,133)     (6,946,194)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (341,620)     (3,821,603)
Shares issued upon conversion from
  Class B...........................    (437,963)     (4,936,059)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (779,583)   $ (8,757,662)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     313,714    $  3,421,366
Shares issued in reinvestment of
  dividends.........................     126,657       1,369,272
Shares reacquired...................    (889,076)     (9,511,942)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (448,705)     (4,721,304)
Shares reacquired upon conversion
  into Class A......................  (2,245,029)    (24,527,190)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (2,693,734)   $(29,248,494)
                                      ----------    ------------
                                      ----------    ------------
Class C
- ------------------------------------
Year ended August 31, 1996:
Shares sold.........................       1,566    $     17,632
Shares issued in reinvestment of
  dividends.........................         199           2,242
                                      ----------    ------------
Net increase in shares
  outstanding.......................       1,765    $     19,874
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................       4,353    $     47,717
Shares issued in reinvestment of
  dividends.........................         105           1,166
Shares reacquired...................        (592)         (6,579)
                                      ----------    ------------
Net increase in shares
  outstanding.......................       3,866    $     42,304
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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


                                      B-178
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                         NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Class A
                                        ----------------------------------------------------
                                                       Year Ended August 31,
                                        ----------------------------------------------------
                                         1996        1995        1994       1993       1992
                                        -------     -------     ------     ------     ------
<S>                                     <C>         <C>         <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year...   $ 11.19     $ 11.06     $12.04     $11.37     $10.86
                                        -------     -------     ------     ------     ------
Income from investment operations
Net investment income................       .53         .60(a)     .61        .65        .67
Net realized and unrealized gain
   (loss) on investment
   transactions......................      (.01)        .13       (.76)       .67        .51
                                        -------     -------     ------     ------     ------
   Total from investment
      operations.....................       .52         .73       (.15)      1.32       1.18
                                        -------     -------     ------     ------     ------
Less distributions
Dividends from net investment
   income............................      (.53)       (.60)      (.61)      (.65)      (.67)
Distributions from net realized
   gains.............................      (.12)         --       (.22)        --         --
                                        -------     -------     ------     ------     ------
   Total distributions...............      (.65)       (.60)      (.83)      (.65)      (.67)
                                        -------     -------     ------     ------     ------
Net asset value, end of year.........   $ 11.06     $ 11.19     $11.06     $12.04     $11.37
                                        -------     -------     ------     ------     ------
                                        -------     -------     ------     ------     ------
TOTAL RETURN(b):.....................      4.70%       6.86%     (1.35)%    11.99%     11.12%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)........   $28,089     $26,519     $2,256     $1,777     $  917
Average net assets (000).............   $27,628     $15,244     $2,067     $1,316     $  612
Ratios to average net assets:
   Expenses, including distribution
      fees...........................      1.03%(a)     .98%(a)    .88%       .87%       .91%
   Expenses, excluding distribution
      fees...........................       .93%(a)     .88%(a)    .78%       .77%       .81%
   Net investment income.............      4.78%(a)    5.25%(a)   5.31%      5.55%      5.90%
Portfolio turnover rate..............        23%         28%        17%        38%        36%
</TABLE>

- ---------------
(a) Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-179
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               Class B                                      Class C
                                       -------------------------------------------------------     -------------------------
                                                                                                      Year           Year
                                                        Year Ended August 31,                        Ended          Ended
                                       -------------------------------------------------------     August 31,     August 31,
                                        1996        1995        1994        1993        1992          1996           1995
                                       -------     -------     -------     -------     -------     ----------        -----
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period............................  $ 11.19     $ 11.06     $ 12.05     $ 11.37     $ 10.86      $  11.19        $11.06
                                       -------     -------     -------     -------     -------     ----------        -----
Income from investment operations
Net investment income................      .49(a)      .55(a)      .56         .60         .62           .46           .52(a)
Net realized and unrealized gain
   (loss) on investment
   transactions......................     (.01)        .13        (.77)        .68         .51          (.01)          .13
                                       -------     -------     -------     -------     -------     ----------        -----
   Total from investment
      operations.....................      .48         .68        (.21)       1.28        1.13           .45           .65
                                       -------     -------     -------     -------     -------     ----------        -----
Less distributions
Dividends from net investment
   income............................     (.49)       (.55)       (.56)       (.60)       (.62)         (.46)         (.52)
Distributions from net realized
   gains.............................     (.12)         --        (.22)         --          --          (.12)           --
                                       -------     -------     -------     -------     -------     ----------        -----
   Total distributions...............     (.61)       (.55)       (.78)       (.60)       (.62)         (.58)         (.52)
                                       -------     -------     -------     -------     -------     ----------        -----
Net asset value, end of period.......  $ 11.06     $ 11.19     $ 11.06     $ 12.05     $ 11.37      $  11.06        $11.19
                                       -------     -------     -------     -------     -------     ----------        -----
                                       -------     -------     -------     -------     -------     ----------        -----
TOTAL RETURN(b):.....................     4.28%       6.44%      (1.82)%     11.62%      10.64%         4.03%         6.17%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)......  $31,029     $40,119     $69,448     $75,515     $63,573      $     72        $   53
Average net assets (000).............  $35,605     $51,963     $73,606     $67,997     $60,751      $     69        $   32
Ratios to average net assets:
   Expenses, including distribution
      fees...........................     1.43%(a)    1.34%(a)    1.28%       1.27%       1.31%         1.68%(a)      1.63%(a)
   Expenses, excluding distribution
      fees...........................      .93%(a)     .84%(a)     .78%        .77%        .81%          .93%(a)       .90%(a)
   Net investment income.............     4.37%(a)    5.10%(a)    4.89%       5.18%       5.58%         4.14%(a)      4.59%(a)
Portfolio turnover rate..............       23%         28%         17%         38%         36%           23%           28%

<CAPTION>
                                       August 1,
                                        1994(d)
                                        through
                                       August 31,
                                          1994
                                          -----
<S>                                  <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period............................    $11.09
                                          -----

Income from investment operations
Net investment income................       .04(c)
Net realized and unrealized gain
   (loss) on investment
   transactions......................      (.03)
                                          -----

   Total from investment
      operations.....................       .01
                                          -----

Less distributions
Dividends from net investment
   income............................      (.04)
Distributions from net realized
   gains.............................        --
                                          -----

   Total distributions...............      (.04)
                                          -----

Net asset value, end of period.......    $11.06
                                          -----
                                          -----

TOTAL RETURN(b):.....................       .02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)......    $   10
Average net assets (000).............    $    5
Ratios to average net assets:
   Expenses, including distribution
      fees...........................      1.67%(c)
   Expenses, excluding distribution
      fees...........................       .88%(c)
   Net investment income.............      5.06%(c)
Portfolio turnover rate..............        17%
</TABLE>

- ---------------
(a) Net of management fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions. Total returns for periods of less than a full year are not
    annualized.
(c) Annualized.
(d) Commencement of offering of Class C Shares.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-180
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                 NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, North Carolina Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, North
Carolina Series, as of August 31, 1996, the related statements of operations for
the year then ended and of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, North Carolina Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-181
<PAGE>

Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--98.6%
- ---------------------------------------------------------------------------------------------------------------------------------
Akron, Bath & Copley Twnshps., Hosp. Dist. Rev., Summa
   Health, Systems Proj., Ser. A                                A                 5.75%      11/15/08   $  4,015     $  3,921,812
Akron, Gen. Oblig.,                                             A                10.50       12/01/04        200          271,980
Akron, Gen. Oblig., F.S.A.                                      Aaa               4.50       12/01/12        645          555,629
Allen Cnty. Wtr. & Swr. Dist., A.M.B.A.C.                       Aaa               7.80       12/01/08      1,000(c)     1,091,910
Bellefontaine City Sch. Dist., Gen. Oblig., Ser. 93,
   A.M.B.A.C.                                                   Aaa              Zero        12/01/08        485          250,366
   A.M.B.A.C.                                                   Aaa              Zero        12/01/09        390          188,304
   A.M.B.A.C.                                                   Aaa             Zero         12/01/10        390          175,785
   A.M.B.A.C.                                                   Aaa             Zero         12/01/11        465          196,960
Brecksville Broadview Heights City Sch. Dist., F.G.I.C.         Aaa               6.50       12/01/16      1,000        1,076,150
Canton Water Works Sys., Gen. Oblig., A.M.B.A.C.                Aaa               5.85       12/01/15        700          700,497
Carroll Cnty. Econ. Dev. Rev., Great Trail Lake Ctr.,
   F.H.A.                                                       NR               11.75        8/01/14        660          756,043
Cleveland City Sch. Dist., Gen. Oblig.,
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa             Zero          6/01/05        490          313,718
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa             Zero          6/01/06        400          240,844
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa             Zero          6/01/07        315          178,173
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa             Zero         12/01/08        550          283,921
Cleveland Parking Facs. Rev., Ref., Ser. 96, M.B.I.A.           NR                5.50        9/15/22      3,000        2,865,000
Columbus Citation Hsg. Dev. Corp., Mtge. Rev., F.H.A.           AA(b)             7.625       1/01/22      1,885(c)     2,226,110
Columbus, Gen. Oblig., Mun. Arpt. No. 32                        Aaa               7.15        7/15/06        435          469,722
Cuyahoga Cnty. Hosp. Rev., Meridia Health Sys.                  A1                6.25        8/15/24      1,500        1,490,145
Dayton, Gen. Oblig., M.B.I.A.                                   Aaa               7.00       12/01/07        480          555,077
Dover Mun. Elec. Sys. Rev., F.G.I.C.                            Aaa               5.95       12/01/14      1,000        1,014,450
Dublin City Sch. Dist., Franklin, Delaware & Union Co.,
   A.M.B.A.C                                                    Aaa             Zero         12/01/05      1,000          624,140
East Cleveland Rev., Local Gov't. Fund Notes                    NR                7.90       12/01/97        595          617,247
Franklin Cnty. Hosp. Rev., Holy Cross Hlth. Sys., Ser. B,
   A.M.B.A.C.                                                   Aaa               7.65        6/01/10      2,500(c)     2,797,375
Franklin Cnty. Pub Impvt., Ser. 93                              Aaa               5.375      12/01/20      1,690        1,598,622
Gahanna Jefferson City Sch. Dist., Gen. Oblig., A.M.B.A.C.      Aaa             Zero         12/01/09        445          214,859
Greene Cnty. Swr. Sys. Rev.,
   A.M.B.A.C.                                                   Aaa             Zero         12/01/08        450          232,299
   Wtr. Sys. Rev., Ser. A, F.G.I.C.                             Aaa               6.125      12/01/21      1,000        1,024,080
Guam Pwr. Auth. Rev., Ser. A                                    BBB(b)            6.75       10/01/24      3,110        3,185,106
Hamilton Cnty. Gas Sys. Rev., Ser. A, M.B.I.A.                  Aaa               4.75       10/15/23      3,250        2,724,117
Hilliard Sch. Dist., Cap. Apprec. Impvt.,
   Ser. A, F.G.I.C.                                             Aaa             Zero         12/01/09      2,855        1,378,480
   Ser. A, F.G.I.C.                                             Aaa             Zero         12/01/10      2,855        1,286,834
Logan Hocking Local Sch. Dist., Hocking, Perry & Vinton
   Co., Gen. Oblig., A.M.B.A.C.                                 Aaa             Zero         12/01/09        650          313,840
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-182
<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Lucas Cnty. Hosp. Rev., Promedica Healthcare Oblig.,
   Ser. 96, M.B.I.A.                                            Aaa               5.75%      11/15/09   $  3,000     $  3,033,840
   Toledo Hosp., Impvt. & Ref., M.B.I.A.                        Aaa               5.00       11/15/13      1,000          910,500
Marion Cnty. Hosp. Impvt. Rev., Ref., Comn. Hosp., Ser. 96      BBB+(b)           6.375       5/15/11      2,000        1,978,000
Marysville Village Sch. Dist., Gen. Oblig., Sch. Impvt.,
   M.B.I.A.                                                     Aaa             Zero         12/01/15        865          283,435
Miami Cnty. Hosp. Fac. Rev., Ref & Impvt., Upper Valley
   Med. Ctr.                                                    Baa               6.375       5/15/26      1,000          967,330
Montgomery Cnty. Swr. Sys. Rev.,
   Greater Moraine, Beaver Creek, F.G.I.C.                      Aaa             Zero          9/01/05      1,000          632,140
   Greater Moraine, Beaver Creek, F.G.I.C.                      Aaa             Zero          9/01/07        500          279,095
Mount Vernon City Sch. Dist., Gen. Oblig., F.G.I.C.             Aaa               7.50       12/01/14        500          575,950
Newark, Ltd. Tax Gen. Oblig., Wtr. Impvt., A.M.B.A.C.           Aaa             Zero         12/01/06        805          472,253
Ohio St. Air Quality Dev. Auth. Rev., Poll. Ctrl.,
   Cleveland Elec. Co. Proj., F.G.I.C.                          Aaa               8.00       12/01/13      2,500        2,927,100
   Edison Proj., Ser. A, F.G.I.C                                Aaa               7.45        3/01/16      3,750        4,106,250
Ohio St. Bldg. Auth.,
   Columbus St. Bldg. Proj., Ser. A                             A                 7.75       10/01/07        750(c)       815,100
   Das Data Ctr. Proj.,                                         A1                6.00       10/01/08        615          651,334
   St. Correctional Facs., Ser. A                               Aaa               8.00        8/01/06        600(c)       642,768
   St. Correctional Facs., Ser. A                               Aaa               8.00        8/01/08        500(c)       535,640
   Workers Comp. - W. Green Bldg. A                             A1                4.75        4/01/14      2,740        2,422,544
Ohio St. Higher Edl. Fac. Comn. Rev.,
   Case Western Resv. Univ., Ser. A                             Aa                7.70       10/01/18        965(c)     1,015,286
   Case Western Resv. Univ., Ser. B                             Aa                7.70       10/01/18         35           36,747
   Case Western Resv. Univ., Ser. B                             Aa                6.50       10/01/20        750          823,845
   Oberlin Coll.                                                NR                7.375      10/01/14      1,000(c)     1,098,450
Ohio St. Mtge. Rev., Ser. A, F.H.A.                             AAA(b)            8.15        8/01/17      3,500        3,690,190
Ohio St. Wtr. Dev. Auth. Rev., Ser. I                           Aaa               7.50       12/01/08      1,200(c)     1,287,936
Ottawa Cnty. San. Sew. Sys. Rev., Danbury Proj.,
   A.M.B.A.C.                                                   Aaa               7.375      10/01/14      1,000(c)     1,099,970
Oxford Hosp. Facs. Rev., 1st Mtge., McCullough Hyde Mem.        NR                8.00        5/01/17      1,445        1,475,258
Pickerington Local Sch. Dist.,
   Gen. Oblig., A.M.B.A.C.                                      Aaa             Zero         12/01/08        890          459,436
   Gen. Oblig., A.M.B.A.C.                                      Aaa             Zero         12/01/09        935          451,446
   Gen. Oblig., A.M.B.A.C.                                      Aaa             Zero         12/01/13        525          196,434
Puerto Rico Aqueduct & Swr. Auth. Rev., Ser. A                  Baa               7.875       7/01/17      1,000(c)     1,084,780
Puerto Rico Elec. Pwr. Auth. Rev., Ser. O                       Baa1              5.00        7/01/12      1,720        1,542,358
Puerto Rico Hwy. & Trans. Auth. Rev., M.B.I.A.                  Aaa               5.50        7/01/15      5,000        4,896,300
Puerto Rico Ind. Tourist Edu. Med. & Envir. Ctrl. Facs.,
   Mut. Oblig. Grp. Proj., M.B.I.A.                             Aaa               6.25        7/01/24      2,500        2,588,275
Puerto Rico Pub. Bldgs. Auth. Rev., Gtd. Pub. Ed. & Hlth.
   Facs., Ser. J                                                Baa1            Zero          7/01/06      3,000        1,752,600
Puerto Rico Reg. Linked Bonds, M.B.I.A.                         Aaa               5.782(d)    7/01/08      2,000        2,044,220
Richland Cnty. Madison Swr. Impvt., A.M.B.A.C.                  Aaa               6.95       12/01/11        500          563,475
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-183
<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        OHIO SERIES
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Rural Lorain Cnty. Wtr. Auth. Res. Rev., A.M.B.A.C.             Aaa               7.70%      10/01/08   $  2,000(c)  $  2,169,960
Scioto Cnty. Hosp. Fac. Rev., Portsmouth Proj., Ser. B,
   M.B.I.A.                                                     Aaa               7.625       5/15/08      2,290        2,444,323
Sugarcreek Local Sch. Dist., Cap. Apprec., F.G.I.C.             Aaa              Zero        12/01/08        500          258,110
Summit Cnty. Ind. Dev. Rev., Century Products, Gerber
   Foods                                                        A1               7.75        11/01/05      3,250        3,362,937
Toledo-Lucas Cnty. Convention & Visitors Ctr., Lodging
   Tax,
   Ser. 96, M.B.I.A.                                            Aaa              5.70        10/01/15      2,000        1,974,700
Trumbull Cnty., Correctional Facs.,
   Cap. Apprec., A.M.B.A.C.                                     Aaa              Zero        12/01/08      1,250          645,275
   Cap. Apprec., A.M.B.A.C.                                     Aaa             Zero         12/01/09      1,250          603,537
Univ. of Puerto Rico Revs., Cap. Apprec. Ref. Ser. N,
   M.B.I.A.                                                     Aaa             Zero          6/01/13      4,245        1,661,026
Univ. of Toledo, Gen. Receipts, M.B.I.A.                        Aaa               7.70        6/01/18      1,000(c)     1,075,920
Virgin Islands Pub. Fin. Auth. Rev., Ref. Matching Loan
   Notes,
   Ser. A                                                       NR                7.25       10/01/18      1,000        1,061,340
Virgin Islands Terr., Hugo Ins. Claims Fund Proj., Ser. 91      NR                7.75       10/01/06        415          437,701
Virgin Islands Wtr. & Pwr. Auth., Elec. Sys. Rev., Ser. A       NR                7.40        7/01/11      1,000        1,042,980
Woodmore Indpt. Sch. Dist., Gen. Oblig.,
   A.M.B.A.C.                                                   Aaa             Zero         12/01/05        490          305,829
   A.M.B.A.C.                                                   Aaa             Zero         12/01/06        480          281,592
                                                                                                                     ------------
Total Investments--98.6%
(cost $94,461,170; Note 4)                                                                                             99,485,110
Other assets in excess of liabilities--1.4%                                                                             1,407,962
                                                                                                                     ------------
Net Assets--100%                                                                                                     $100,893,072
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Association.
(b) Standard & Poor's Rating.
(c) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
    interest rate. The rate shown is the rate at year end.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-184
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities          OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
Assets                                                                                                         August 31, 1996
<S>                                                                                                             <C>
Investments, at value (cost $94,461,170)..................................................................      $   99,485,110
Receivable for investments sold...........................................................................           5,147,374
Interest receivable.......................................................................................           1,425,275
Receivable for Series shares sold.........................................................................             102,424
Deferred expenses and other assets........................................................................               3,129
                                                                                                                ---------------
   Total assets...........................................................................................         106,163,312
                                                                                                                ---------------
Liabilities
Payable for investments purchased.........................................................................           4,851,516
Payable for Series shares reacquired......................................................................             152,369
Accrued expenses and other liabilities....................................................................             114,901
Dividends payable.........................................................................................              83,591
Management fee payable....................................................................................              38,982
Distribution fee payable..................................................................................              26,181
Deferred trustee's fees...................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................           5,270,240
                                                                                                                ---------------
Net Assets................................................................................................      $  100,893,072
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................      $       86,220
   Paid-in capital in excess of par.......................................................................          95,924,825
                                                                                                                ---------------
                                                                                                                    96,011,045
   Accumulated net realized loss on investments...........................................................            (141,913 )
   Net unrealized appreciation on investments.............................................................           5,023,940
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................      $  100,893,072
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($49,851,411 / 4,261,715 shares of beneficial interest issued and outstanding)......................               $11.70
   Maximum sales charge (3.0% of offering price)..........................................................                 .36
                                                                                                                ---------------
   Maximum offering price to public.......................................................................              $12.06
                                                                                                                ---------------
                                                                                                                ---------------
Class B:
   Net asset value, offering price and redemption price per share
      ($50,997,864 / 4,356,540 shares of beneficial interest issued and outstanding)......................              $11.71
                                                                                                                ---------------
                                                                                                                ---------------
Class C:
   Net asset value, offering price and redemption price per share
      ($43,797 / 3,741 shares of beneficial interest issued and outstanding)..............................              $11.71
                                                                                                                ---------------
                                                                                                                ---------------
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-185
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
OHIO SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1996
<S>                                            <C>
Income
   Interest.................................     $ 6,617,678
                                               ---------------
Expenses
   Management fee...........................         546,058
   Distribution fee--Class A................          51,205
   Distribution fee--Class B................         289,546
   Distribution fee--Class C................             730
   Custodian's fees and expenses............          85,000
   Transfer agent's fees and expenses.......          72,000
   Reports to shareholders..................          46,000
   Registration fees........................          40,000
   Audit fees and expenses..................          12,300
   Legal fees and expenses..................          10,000
   Trustees' fees...........................           3,900
   Miscellaneous............................           6,397
                                               ---------------
      Total expenses........................       1,163,136
   Less: Management fee waiver..............         (54,606)
      Custodian fee credit..................          (9,783)
                                               ---------------
      Net expenses..........................       1,098,747
                                               ---------------
Net investment income.......................       5,518,931
                                               ---------------
Realized and Unrealized Gain
(Loss) on Investments
Net realized gain (loss) on:
   Investment transactions..................         835,052
   Financial futures transactions...........        (660,186)
                                               ---------------
                                                     174,866
                                               ---------------
Net change in unrealized appreciation on:
   Investments..............................      (1,647,381)
   Financial futures contracts..............          91,875
                                               ---------------
                                                  (1,555,506)
                                               ---------------
Net loss on investments.....................      (1,380,640)
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 4,138,291
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
OHIO SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                      Year Ended August 31,
in Net Assets                           1996                1995
<S>                               <C>                  <C>
Operations
   Net investment income........    $   5,518,931       $    6,137,178
   Net realized gain on
      investment
      transactions..............          174,866              807,146
   Net change in unrealized
      appreciation of
      investments...............       (1,555,506)             868,206
                                  -----------------    ---------------
   Net increase in net assets
      resulting from
      operations................        4,138,291            7,812,530
                                  -----------------    ---------------
Dividends and distributions
   (Note 1)
   Dividends to shareholders
      from net investment income
      Class A...................       (2,697,227)          (1,643,462)
      Class B...................       (2,817,228)          (4,490,813)
      Class C...................           (4,476)              (2,903)
                                  -----------------    ---------------
                                       (5,518,931)          (6,137,178)
                                  -----------------    ---------------
   Distributions from net
      realized gains
      Class A...................         (301,130)                  --
      Class B...................         (344,409)                  --
      Class C...................             (787)                  --
                                  -----------------    ---------------
                                         (646,326)                  --
                                  -----------------    ---------------
Series share transactions (net
   of share conversions) (Note
   5)
   Net proceeds from shares
      sold......................        4,188,171            6,780,605
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions.............        3,659,786            3,526,725
   Cost of shares reacquired....      (18,991,116)         (20,943,985)
                                  -----------------    ---------------
   Net decrease in net assets
      from Series share
      transactions..............      (11,143,159)         (10,636,655)
                                  -----------------    ---------------
Total decrease..................      (13,170,125)          (8,961,303)
Net Assets
Beginning of year...............      114,063,197          123,024,500
                                  -----------------    ---------------
End of year.....................    $ 100,893,072       $  114,063,197
                                  -----------------    ---------------
                                  -----------------    ---------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-186
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                OHIO SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Ohio Series (the ``Series'') commenced
investment operations in September, 1984. The Series is diversified and seeks to
achieve its investment objectives of obtaining the maximum amount of income
exempt from federal and applicable state and city income taxes with the minimum
of risk by investing primarily in ``investment grade'' tax-exempt securities
whose ratings are within the four highest ratings categories by a nationally
recognized statistical rating organization or, if not rated, are of comparable
quality. The ability of the issuers of the securities held by the Series to meet
their obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in preparation of its financial statements.

Security Valuations: The Series values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing services, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 p.m., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.

The Series invests in financial futures contracts in order to hedge its existing
portfolio securities or securities the Series intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.
There were no futures contracts outstanding at August 31, 1996.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income. Expenses
are recorded on the accrual basis which may require the use of certain estimates
by management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal Income tax purposes, each Series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends are made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Custody Fee Credits: The Fund has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- --------------------------------------------------------------------------------


                                      B-187
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                OHIO SERIES
- --------------------------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, compensation of officers of the Fund, occupancy and certain clerical
and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $54,606 ($0.006 per share) for the year ended
August 31, 1996. The series is not required to reimburse PMF for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI'') became distributor of the Class A shares of the Fund and
is serving the Fund under the same terms and conditions as under the arrangement
with PMFD. PSI is also the distributor of the Class B and Class C shares of the
Fund. The Fund compensated PMFD and PSI for distributing and servicing the
Fund's Class A, Class B, and Class C shares, pursuant to plans of distribution,
(the ``Class A, B and C plans'') regardless of expenses actually incurred by
them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1% of the average daily net assets of the Class A, B, and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the fiscal year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$6,200 in front-end sales charges resulting from sales of Class A shares during
the fiscal year ended August 31, 1996. From these fees, PMFD and PSI paid such
sales charges to affiliated broker-dealers which in turn paid commissions to
sales-persons and incurred other distribution costs.

PSI has advised the Series that for the fiscal year ended August 31, 1996, it
received approximately $116,600 in contingent deferred sales charges imposed
upon certain redemptions by Class B and C shareholders.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF, and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1996, the Series incurred fees of approximately $51,000 for the services of
PMFS. As of August 31, 1996 approximately $4,000 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1996 were $37,527,067 and
$46,951,299, respectively.

The cost basis of investments for federal income tax purposes at August 31,
1996, was substantially the same as for financial reporting purposes and,
accordingly, net unrealized appreciation of investments for federal income tax
purposes was $5,023,940 (gross unrealized appreciation--$5,296,158; gross
unrealized depreciation--$272,218).

The Fund elected to treat approximately $90,800 of net capital losses incurred
during the ten month period ended August 31, 1996 as having occurred in the
following fiscal year.
- ------------------------------------------------------------
Note 5. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares automatically
convert to Class A shares on a quarterly basis approximately seven years after
purchase. A special exchange privilege is
- --------------------------------------------------------------------------------


                                      B-188
<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               OHIO SERIES
- --------------------------------------------------------------------------------
also available for shareholders who qualified to purchase Class A shares at net
asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.

Transactions in shares of beneficial interest for the fiscal year ended August
31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................      43,750    $    514,430
Shares issued in reinvestment of
  dividends
  and distributions.................     146,362       1,749,925
Shares reacquired...................    (808,263)     (9,588,893)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (618,151)     (7,324,538)
Shares issued upon conversion from
  Class B...........................     590,855       7,039,782
                                      ----------    ------------
Net decrease in shares
  outstanding.......................     (27,296)   $   (284,756)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................      66,566    $    777,944
Shares issued in reinvestment of
  dividends.........................      76,044         896,433
Shares reacquired...................    (429,023)     (5,024,610)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (286,413)     (3,350,233)
Shares issued upon conversion from
  Class B...........................   4,170,236      48,050,779
                                      ----------    ------------
Net increase in shares
  outstanding.......................   3,883,823    $ 44,700,546
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold.........................     304,364    $  3,636,646
Shares issued in reinvestment of
  dividends
  and distributions.................     159,308       1,908,271
Shares reacquired...................    (780,551)     (9,284,600)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (316,879)     (3,739,683)
Shares reacquired upon conversion
  into Class A......................    (591,352)     (7,039,782)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (908,231)   $(10,779,465)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................     508,275    $  5,874,263
Shares issued in reinvestment of
  dividends.........................     228,476       2,627,480
Shares reacquired...................  (1,391,757)    (15,906,486)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (655,006)     (7,404,743)
Shares reacquired upon conversion
  into Class A......................  (4,166,740)    (48,050,779)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (4,821,746)   $(55,455,522)
                                      ----------    ------------
                                      ----------    ------------
Class C
- ------------------------------------
Year ended August 31, 1996:
Shares sold.........................       3,157    $     37,095
Shares issued in reinvestment of
  dividends
  and distributions.................         133           1,590
Shares reacquired...................     (10,129)       (117,623)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................      (6,839)   $    (78,938)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold.........................      11,057    $    128,398
Shares issued in reinvestment of
  dividends.........................         237           2,812
Shares reacquired...................      (1,160)        (12,889)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      10,134    $    118,321
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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


                                      B-189
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                         OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                Class A
                                          ----------------------------------------------------
                                                         Year Ended August 31,
                                          ----------------------------------------------------
                                           1996        1995        1994       1993       1992
                                          -------     -------     ------     ------     ------
<S>                                       <C>         <C>         <C>        <C>        <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of year......  $ 11.92     $ 11.72     $12.38     $11.69     $11.17
                                          -------     -------     ------     ------     ------
Income from investment operations
Net investment income...................      .63(a)      .65(a)     .66        .69        .70
Net realized and unrealized gain (loss)
   on investment transactions...........     (.15)        .20       (.66)       .69        .52
                                          -------     -------     ------     ------     ------
   Total from investment operations.....      .48         .85         --       1.38       1.22
                                          -------     -------     ------     ------     ------
Less distributions
Dividends from net investment income....     (.63)       (.65)      (.66)      (.69)      (.70)
Distributions from net realized gains        (.07)         --         --         --         --
                                          -------     -------     ------     ------     ------
   Total distributions..................     (.70)       (.65)      (.66)      (.69)      (.70)
                                          -------     -------     ------     ------     ------
Net asset value, end of year............  $ 11.70     $ 11.92     $11.72     $12.38     $11.69
                                          -------     -------     ------     ------     ------
                                          -------     -------     ------     ------     ------
TOTAL RETURN(b):........................     4.02%       7.59%     (0.01)%    12.12%     12.60%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)...........  $49,851     $51,132     $4,749     $4,647     $2,095
Average net assets (000)................  $51,205     $29,904     $4,733     $2,904     $1,289
Ratios to average net assets:
   Expenses, including distribution
      fees..............................      .80%(a)     .83%(a)    .84%       .84%       .81%
   Expenses, excluding distribution
      fees..............................      .70%(a)     .73%(a)    .74%       .74%       .71%
   Net investment income................     5.27%(a)    5.50%(a)   5.45%      5.73%      6.34%
Portfolio turnover rate.................       35%         38%        20%        28%        37%
</TABLE>

- ---------------
(a) Net of fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-190
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Class B                                         Class C
                                          ----------------------------------------------------------     ---------------------------
                                                            Year Ended August 31,                           Year Ended August 31,
                                          ----------------------------------------------------------     ---------------------------
                                           1996        1995         1994         1993         1992           1996            1995
                                          -------     -------     --------     --------     --------     ------------     ----------
<S>                                       <C>         <C>         <C>          <C>          <C>          <C>              <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....  $ 11.93     $ 11.73     $  12.38     $  11.70     $  11.18        $11.93          $11.73
                                          -------     -------     --------     --------     --------         -----           -----
Income from investment operations
Net investment income...................      .58(a)      .60(a)       .61          .65          .65           .55(a)
 .57(a)
Net realized and unrealized gain (loss)
   on investment transactions...........     (.15)        .20         (.65)         .68          .52          (.15)            .20
                                          -------     -------     --------     --------     --------         -----           -----
   Total from investment operations.....      .43         .80         (.04)        1.33         1.17           .40             .77
                                          -------     -------     --------     --------     --------         -----           -----
Less distributions
Dividends from net investment income....     (.58)       (.60)        (.61)        (.65)        (.65)         (.55)           (.57)
Distributions from net realized gains...     (.07)         --           --           --           --          (.07)             --
                                          -------     -------     --------     --------     --------         -----           -----
   Total distributions..................     (.65)       (.60)        (.61)        (.65)        (.65)         (.62)           (.57)

                                          -------     -------     --------     --------     --------         -----           -----
Net asset value, end of period..........  $ 11.71     $ 11.93     $  11.73     $  12.38     $  11.70        $11.71          $11.93
                                          -------     -------     --------     --------     --------         -----           -----
                                          -------     -------     --------     --------     --------         -----           -----
TOTAL RETURN(b):........................     3.61%       7.16%       (0.33)%      11.58%       10.79%         3.36%           6.89%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........  $50,998     $62,805     $118,270     $121,937     $102,199           $44            $126
Average net assets (000)................  $57,909     $85,410     $121,365     $110,053     $ 96,178           $97            $ 61
Ratios to average net assets:
   Expenses, including distribution
      fees..............................     1.20%(a)    1.22%(a)     1.24%        1.24%        1.21%         1.45%(a)
1.49%(a)
   Expenses, excluding distribution
      fees..............................      .70%(a)     .72%(a)      .74%         .74%         .71%          .70%(a)
 .74%(a)
   Net investment income................     4.87%(a)    5.27%(a)     5.05%        5.33%        5.73%         4.62%(a)
4.76%(a)
Portfolio turnover rate.................       35%         38%          20%          28%          37%           35%             38%
- ---------------
<CAPTION>
                                          August 1,
                                           1994(d)
                                           Through
                                          August 31,
                                             1994
                                          ----------
<S>                                       <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....    $11.75
                                             -----
Income from investment operations
Net investment income...................       .05
Net realized and unrealized gain (loss)
   on investment transactions...........      (.02)
                                             -----
   Total from investment operations.....       .03
                                             -----
Less distributions
Dividends from net investment income....      (.05)
Distributions from net realized gains...        --
                                             -----
   Total distributions..................      (.05)
                                             -----
Net asset value, end of period..........    $11.73
                                             -----
                                             -----
TOTAL RETURN(b):........................      0.18%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........        $5
Average net assets (000)................        $2
Ratios to average net assets:
   Expenses, including distribution
      fees..............................      2.28%(c)
   Expenses, excluding distribution
      fees..............................      1.53%(c)
   Net investment income................      4.73%(c)
Portfolio turnover rate.................        20%
- ---------------
</TABLE>
(a) Net of fee waiver.
(b) Total return does not consider the effects of sales loads. Total return is
    calculated assuming a purchase of shares on the first day and a sale on the
    last day of each period reported and includes reinvestment of dividends and
    distributions. Total returns for periods of less than a full year are not
    annualized.
(c) Annualized.
(d) Commencement of offering of Class C shares.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-191
<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                OHIO SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Ohio Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Ohio Series,
as of August 31, 1996, the related statements of operations for the year then
ended and of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Ohio Series, as of August 31, 1996, the results of its operations,
the changes in its net assets, and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-192

<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ----------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--97.9%
- ----------------------------------------------------------------------------------------------------------------------------------
Allegheny Cnty. Arpt. Rev., Greater Pittsburgh Int'l.
   Arpt., Ser. A, F.S.A.                                        Aaa              6.60%       1/01/04    $  1,000     $  1,077,680
Allegheny Cnty. Higher Ed. Bldg. Auth. Rev.,
   Robert Morris Coll., M.B.I.A.                                Aaa              7.00        6/15/08       1,000(f)     1,083,990
   Univ. Rev., Duquesne Univ. Proj., A.M.B.A.C.                 Aaa              5.00        3/01/21       1,500        1,333,320
Allegheny Cnty. Hosp. Dev. Auth. Rev.,
   Allegheny Gen. Hosp. Proj., Ser. A, M.B.I.A.                 Aaa              6.25        9/01/20       1,750        1,801,905
   Magee-Womens Hosp., F.G.I.C.                                 Aaa              Zero       10/01/14       2,000          687,760
   Magee-Womens Hosp., F.G.I.C.                                 Aaa              Zero       10/01/16       2,000          605,260
   Magee-Womens Hosp., F.G.I.C.                                 Aaa             Zero        10/01/18       2,000          537,340
   Magee-Womens Hosp., F.G.I.C.                                 Aaa             Zero        10/01/19       4,000        1,012,600
   Presbyterian Univ. Hosp., Ser. C, M.B.I.A.                   Aaa              7.625       7/01/15       1,100        1,178,287
   West Penn. Hosp. Hlth. Ctr.                                  NR               8.50        1/01/20       2,000        2,177,140
Allegheny Cnty. Ind. Dev. Auth. Rev., USX Proj., Ser. A         Baa3             6.70       12/01/20       4,500        4,558,815
Allegheny Cnty. Residential Fin. Auth., Mtge. Rev.,
   G.N.M.A.,
   Ser. F                                                       Aaa              9.00        6/01/17         375          392,272
   Ser. Q                                                       Aaa              7.40       12/01/22         970        1,019,121
Allegheny Cnty. San. Auth. Swr. Rev.,
   F.G.I.C.                                                     Aaa             Zero        12/01/05       2,620        1,616,173
   Ser. A, F.G.I.C.                                             Aaa             Zero         6/01/06       1,640          976,259
Allegheny Cnty., Ser. C-37, M.B.I.A.                            Aaa              7.30       12/01/10       1,500(f)     1,657,110
Allentown, A.M.B.A.C.,
   Gtd. Wtr. Impvt.                                             Aaa              5.65        7/15/10         775          786,121
   Gtd. Wtr. Impvt.                                             Aaa              5.65        7/15/10         325          329,664
   Gtd. Wtr. Impvt.                                             Aaa              5.65        7/15/10         330          334,736
Beaver Cnty. Ind. Dev. Auth., Poll. Ctrl. Rev., Ohio
   Edison Proj., Ser. A, F.G.I.C.                               Aaa              7.75        9/01/24       1,150        1,256,996
Berks Cnty. Ind. Dev. Auth. Rev., Lutheran Home Proj.           NR               6.875       1/01/23       1,500        1,469,100
Berks Cnty. Mun. Auth. Hosp. Rev., Reading Hosp. Med. Ctr.
   Proj., M.B.I.A.                                              Aaa              5.70       10/01/14       1,250        1,233,288
Bucks Cnty. Wtr. & Swr. Auth. Rev., Neshaminy Interceptor
   Swr. Sys., F.G.I.C.                                          Aaa             Zero        12/01/15       2,175          691,694
Butler Cnty. Hosp. Auth. Rev., North Hills Passavant
   Hosp., Ser. A, F.S.A.                                        Aaa              7.00        6/01/22       1,000        1,078,640
Cambria Cnty. Ind. Dev. Auth., Poll. Ctrl. Rev., Elec. Co.
   Proj., Ser. A, M.B.I.A.                                      Aaa              5.35       11/01/10       8,360        8,203,166
Central Greene Sch. Dist., Ser. AA, A.M.B.A.C.                  Aaa              5.25        2/15/24       1,000          918,460
Chartiers Valley Ind., Ref.-Friendship Vlg./South Hills         NR               6.75        8/15/18       2,225        2,191,380
Chester Upland Sch. Auth., Sch. Rev.                            A(c)             6.375       9/01/21       1,000        1,014,650
Dauphin Cnty. Gen. Auth. Rev., B.I.G                            Aaa              7.40        1/01/06          70           72,213
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-193
<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest    Maturity      Amount         Value
Description (a)                                                 (Unaudited)      Rate        Date         (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Delaware Cnty. Auth. Hosp. Rev., Crozer-Chester Med. Ctr.,
   M.B.I.A.                                                     Aaa              7.15%      12/15/05    $  2,550     $  2,842,358
Delaware Cnty. Ind. Dev. Auth. Rev., Res. Rec. Proj., Ser.
   A                                                            Aa3              8.10       12/01/13       2,000        2,082,980
Doylestown Hosp. Auth. Rev., Pine Run Retirement, Ser. A        NR               7.20        7/01/23       3,180        3,206,394
Emmaus Gen. Auth. Rev., Local Gov't Bond, B.I.G.,
   Ser. B                                                       Aaa              8.00        5/15/18       1,000(e)     1,069,920
   Ser. C                                                       Aaa              7.90        5/15/18       1,250        1,344,125
   Ser. E                                                       Aaa              7.90        5/15/18       2,000        2,150,600
   Ser. F                                                       Aaa              7.90        5/15/18       1,600        1,720,480
Erie Higher Ed. Bldg. Auth., College Rev., Mercyhurst
   Coll. Proj.                                                  AAA(c)           7.85        9/15/19       1,000        1,096,950
Great Valley Sch. Dist., Chester Cnty.                          Aa1              5.10        2/15/16       2,000        1,837,260
Greencastle Antrim Sch. Dist., M.B.I.A.,
   Cap. Appreciation, Ser. B                                    Aaa              Zero        1/01/12       1,000          413,620
   Cap. Appreciation, Ser. B                                    Aaa              Zero        1/01/13       1,000          384,340
Harrisburg Auth. Lease Rev., F.S.A.                             Aaa              6.625       6/01/13       1,500(f)     1,634,265
Harrisburg Redev. Auth. Rev., Cap. Impvt., Ser. A,
   F.G.I.C.                                                     Aaa              7.875      11/02/16         900          964,980
Lancaster Cnty. Solid Waste Mgmt. Auth. Rev.,
   Res. Rec. Sys. Landfill Rev.                                 A                7.75       12/15/04         750          776,753
   Res. Rec. Sys. Landfill Rev.                                 A                7.875      12/15/09         500          519,005
   Res. Rec. Sys. Rev., Ser. A                                  A                8.375      12/15/04       1,000        1,050,560
Langhorne Manor Boro. Higher Ed. & Hlth. Auth Rev., Lower
   Bucks Hosp.                                                  Ba               7.35        7/01/22       1,000          933,720
Latrobe Ind. Dev. Auth. Coll. Rev.,
   St. Vincent Coll. Proj.                                      Baa1             6.75        5/01/14       1,800        1,833,264
   St. Vincent Coll. Proj.                                      Baa1             6.75        5/01/24       1,500        1,507,200
Lehigh Cnty. Gen. Purpose Auth. Revs., Horizon Hlth. Sys.
   Inc.,
   Ser. A                                                       NR               8.25        7/01/13         500          525,375
Lower Pottsgrove Twnshp. Auth. Swr. Rev., Montgomery
   Cnty., A.M.B.A.C.,
   Ser. A                                                       Aaa             Zero        11/01/13       1,155          422,776
   Ser. A                                                       Aaa             Zero        11/01/15       1,185          378,726
Luzerne Cnty. Ind. Dev. Auth. Rev., Gas & Water, Ser. B         Baa1             7.125      12/01/22       6,000        6,268,860
Montgomery Cnty. Higher Ed. & Hlth. Auth. Hosp. Rev.,
   Jeanes Hlth. Sys. Proj.                                      NR               8.625       7/01/07       4,000(f)     4,616,360
Montgomery Cnty. Ind. Dev. Auth. Rev., Poll Ctrl.,
   Philadelphia Elec. Co., Ser. A                               Baa1             7.60        4/01/21       1,000        1,065,930
   Res. Recovery                                                A-(c)            7.50        1/01/12       2,000        2,124,080
Montgomery Cnty. Redev. Auth., Multifamily Hsg., Ser. A         NR               6.50        7/01/25       1,400        1,345,344
Northampton Cnty. Higher Ed. Auth. Rev.,
   Lehigh Univ., M.B.I.A.                                       Aaa              7.10       11/15/09       1,500        1,628,940
   Moravian Coll.                                               AAA(c)           8.20        6/01/11       2,095(f)     2,442,330
   Moravian Coll., A.M.B.A.C.                                   Aaa              6.25        7/01/11       2,195        2,353,347
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-194
<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest    Maturity      Amount         Value
Description (a)                                                 (Unaudited)      Rate        Date         (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Northeastern Hosp. & Ed. Auth. Coll. Rev., Kings Coll.
   Proj., Ser. B                                                BBB(c)           6.00%       7/15/18    $  3,235     $  2,980,147
Northumberland Cnty. Ind. Dev. Auth. Rev., Roaring Creek
   Wtr.                                                         NR               6.375      10/15/23       1,000          921,590
Penn Hills, Ser. B, A.M.B.A.C.                                  Aaa              Zero       12/01/18       1,360          361,787
Penn Hills Twnshp., Gen. Oblig., A.M.B.A.C.,
   Ser. A                                                       Aaa              Zero       12/01/09       1,530          727,392
   Ser. A                                                       Aaa             Zero         6/01/10       1,535          704,857
Pennsylvania Convention Ctr. Auth. Rev., Ser. A, F.G.I.C.       Aaa              6.00        9/01/19       5,320        5,516,893
Pennsylvania Econ. Dev. Auth.,
   Macmillan Ltd. Partnership Proj.                             Baa2             7.60       12/01/20       3,000        3,291,930
   Wst. Wtr. Treatment Rev., Sun Co. R & M Proj., Ser. A        Baa1             7.60       12/01/24       4,500        4,945,185
Pennsylvania Hsg. Fin. Agcy.,
   Sngl. Fam. Mtge.                                             Aa               7.80       10/01/20       2,930        3,075,269
   Sngl. Fam. Mtge.                                             Aa               8.414(d)    4/01/25       2,100        1,968,750
   Sngl. Fam. Mtge., Ser. X, F.H.A.                             Aa               8.10       10/01/10         780          785,858
Pennsylvania Infrastructure Invt. Auth. Rev., M.B.I.A.          Aaa              5.625       9/01/14       1,500        1,458,675
Pennsylvania St. Cert. of Part., F.S.A.                         Aaa              6.25       11/01/06       1,900        2,017,971
Pennsylvania St. Higher Edl. Facs. Auth. Rev.,
   Allegheny Coll., Ser. B                                      BBB+(c)          6.00       11/01/22       2,000        1,883,620
   Hahnemann Univ. Proj., M.B.I.A.                              Aaa              7.20        7/01/09       1,500        1,637,235
   Hlth. Svs. Rev., Allegheny De. Vy. Oblig., Ser. A.,
      M.B.I.A.                                                  Aa               5.75        1/01/22       1,500        1,457,040
   Hlth. Svs. Rev., Univ. of PA., Ser. A                        Aaa              5.70       11/15/11       2,000        1,985,760
   La Salle Univ., M.B.I.A.                                     Aaa              7.70        5/01/10       1,100(f)     1,181,565
   Med. Coll. of Penn., Ser. A                                  Baa              7.50        3/01/14       2,350(f)     2,516,262
Philadelphia Arpt. Rev., Philadelphia Arpt. Sys.                Baa1             9.00        6/15/15       2,000        2,048,060
Philadelphia Gas Wks. Rev.                                      Baa1             7.70        6/15/11         215          245,309
Philadelphia Gas Wks. Rev.,
   13th Ser.                                                    Baa1             7.20        6/15/98         500          521,450
   13th Ser.                                                    Baa1             7.30        6/15/99         625          663,544
   13th Ser.                                                    Aaa              7.70        6/15/21       3,430(f)     3,927,830
Philadelphia Gen. Oblig., M.B.I.A.                              Aaa              5.00        5/15/15       4,640        4,229,082
Philadelphia Hosps. & Higher Ed. Fac. Auth. Rev.,
   Childrens' Hosp. Proj., Ser. A                               Aa               5.00        2/15/21       2,000        1,738,220
   Childrens' Seashore House                                    A-(c)            7.00        8/15/12         500          524,265
   Childrens' Seashore House, Ser. A                            A-(c)            7.00        8/15/12       1,000        1,048,340
   Childrens' Seashore House, Ser. A                            A-(c)            7.00        8/15/17       1,000        1,032,520
   Grad. Hlth. Systems                                          Ba               7.25        7/01/18       5,000        5,079,750
Philadelphia Ind. Dev. Auth. Rev.,
   Inst. For Cancer Res. Proj., Ser. B                          AA-(c)           7.25        7/01/10       5,770        6,223,695
   Nat'l. Brd. of Med. Examiners Proj.                          A+(c)            6.75        5/01/12       5,000        5,360,000
Philadelphia Pkg. Auth. Rev., Arpt. Pkg., A.M.B.A.C.            Aaa              7.375       9/01/18       2,200        2,362,294
Philadelphia Redev. Auth. Rev., Home Impvt. Loan, Ser. A,
   F.H.A.                                                       A1               7.40        6/01/08         295          311,691
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-195
<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest    Maturity      Amount         Value
Description (a)                                                 (Unaudited)      Rate        Date         (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Philadelphia Wtr. & Swr. Rev.,
   M.B.I.A.                                                     Aaa              6.25%       8/01/08    $  2,000     $  2,164,360
   15th Ser., M.B.I.A.                                          Aaa              6.875      10/01/06         700          750,547
Pittsburgh Stadium Auth. Rev., F.G.I.C.                         AAA(c)           7.50       10/15/01         500          512,230
Pittsburgh Urban Redev. Auth., Mtge. Rev.,
   Ser. 87B                                                     A1               8.30        4/01/17         795          832,627
   Ser. C, A.M.T.                                               A1               6.55        4/01/28       1,635        1,629,458
Pittsburgh Wtr. & Swr. Auth., F.G.I.C.,
   Ser. A                                                       Aaa              5.60        9/01/22       5,450        5,220,010
   Wtr. & Swr. Sys. Rev.                                        Aaa              6.50        9/01/13       5,000        5,500,950
Pottstown Boro. Auth., Swr. Rev., F.G.I.C.                      Aaa             Zero        11/01/03       1,200          836,916
Puerto Rico Comnwlth.,
   Gen. Oblig.                                                  Baa1             5.40        7/01/25       2,500        2,292,050
   Gen. Oblig., A.M.B.A.C.                                      Aaa              7.00        7/01/10       4,030        4,652,393
   Gen. Oblig., F.S.A.                                          Aaa              7.958(d)    7/01/20       4,250        4,149,062
   Gen. Oblig., M.B.I.A.                                        Aaa              5.50        7/01/08       3,340        3,397,916
   Hwy. & Trans. Auth. Rev., Ser. Y                             Baa1             6.25        7/01/14       1,000        1,047,230
   Pub. Impvt.                                                  AAA(c)           7.70        7/01/20       5,250(f)     5,931,870
   Pub. Impvt. Rfdg., M.B.I.A.                                  Aaa              7.00        7/01/10         720          831,197
Puerto Rico Elec. Pwr. Auth., Pwr. Rev., Ser. S, M.B.I.A.       Aaa              7.00        7/01/06       1,800        2,073,834
Puerto Rico Port Auth. Rev., Spl. Facs. Amer. Airlines,
   Ser. A.                                                      Baa3             6.25        6/01/26       1,475        1,463,392
Sayre Hlth. Care Facs. Auth. Rev., A.M.B.A.C.,
   Cap. Asset Fin. Prog. C                                      Aaa              7.70       12/01/13         500          546,070
   Cap. Asset Fin. Prog. C                                      Aaa              7.625      12/01/15       1,000        1,109,420
Scranton Pkg. Auth. Rev.                                        A(c)             8.125       9/15/14       1,600(f)     1,716,768
Scranton-Lackawanna Hlth. & Welfare Auth. Rev.,
   Univ. of Scranton Proj., Ser. C                              A-(c)            7.50        6/15/06       1,000(f)     1,114,730
   Univ. of Scranton Proj., Ser. C                              A-(c)            6.50        3/01/15       2,250        2,347,492
So. Fork Mun. Auth. Hosp. Rev., Lee Hosp. Proj., Ser. A         A-(c)            5.50        7/01/23       2,500        2,213,025
Unity Twnshp. Mun. Auth., Gtd. Swr. Rev., A.M.B.A.C.,
   Cap. Appreciation                                            Aaa             Zero        11/01/11       1,035          435,425
   Cap. Appreciation                                            Aaa             Zero        11/01/12       1,035          408,049
   Cap. Appreciation                                            Aaa             Zero        11/01/13       1,035          378,851
Virgin Islands Pub. Fin. Auth. Rev.,
   Hwy. Trans. Gas Tax                                          BBB(c)           7.70       10/01/04       1,000        1,077,620
   Ref. Matching Loan Notes, Ser. A                             NR               7.25       10/01/18       1,950        2,069,613
Virgin Islands Terr., Hugo Ins. Claims Fund Proj., Ser. 91      NR               7.75       10/01/06       1,000        1,054,700
Washington Cnty. Auth. Lease Rev., Mun. Fac., Shadyside
   Hosp., Ser. C-1D, A.M.B.A.C.                                 Aaa              7.45       12/15/18       2,900(f)     3,257,512
Washington Cnty. Hosp. Auth. Rev., Monongahela Valley
   Hosp.                                                        A                6.75       12/01/08       2,750        2,858,790
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-196
<PAGE>
Portfolio of Investments                     PRUDENTIAL MUNICIPAL SERIES FUND
as of August 31, 1996                        PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest    Maturity      Amount         Value
Description (a)                                                 (Unaudited)      Rate        Date         (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
West Mifflin San. Swr. Mun. Auth. Rev., F.G.I.C.                Aaa              6.25%       8/01/10    $  1,555     $  1,670,459
York Cnty. Solid Waste & Refuse Auth., Ind. Dev. Rev.,
   Res. Rec. Proj., Ser. C                                      AA-(c)           8.20       12/01/14       1,000        1,060,840
                                                                                                                     ------------
Total long-term investments (cost $222,556,850)                                                                       233,175,224
SHORT-TERM INVESTMENTS--0.7%
Philadelphia Hosps. & Higher Ed. Fac. Auth. Rev.,
   F.R.D.D.,
   Childrens' Hosp. of PA., Ser. 92B                            VMIG1            3.75        9/03/96         200          200,000
   Childrens' Hosp of PA., Ser. 96A                             VMIG1            3.75        9/03/96       1,500        1,500,000
                                                                                                                     ------------
Total short-term investments (cost $1,700,000)                                                                          1,700,000
OUTSTANDING CALL OPTION PURCHASED                                                          Expiration                Contracts(g)
                                                                                             Date                     -----------
                                                                                           ---------
U.S. Treasury Bond Futures expiring Nov. '96 @$112.00
   (cost $72,807)                                               NR              --          11/16/96         100           35,937
                                                                                                                     ------------
Total Investments--98.6%
(cost $224,329,657; Note 4)                                                                                           234,911,161
Other assets in excess of liabilities--1.4%                                                                             3,385,691
                                                                                                                     ------------
Net Assets--100%                                                                                                     $238,296,852
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
   A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    A.M.T.--Annual Mandatory Tender.
    B.I.G.--Bond Investors Guaranty Insurance Company.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Association.
(b) For purposes of amortized cost valuation, the maturity date of Floating Rate
    Demand Notes is considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's Rating.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
    interest rate. The rate shown is the rate at year end.
(e) Pledged as initial margin on financial futures contracts.
(f) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
(g) One contract equals $1,000 face value.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-197
<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities         PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
Assets                                                                                                         August 31, 1996
<S>                                                                                                             <C>
Investments, at value (cost $224,329,657).................................................................      $  234,911,161
Cash......................................................................................................             405,047
Interest receivable.......................................................................................           3,989,629
Receivable for investments sold...........................................................................           2,065,698
Receivable for Series shares sold.........................................................................              74,047
Deferred expenses and other assets........................................................................               7,260
                                                                                                                ---------------
   Total assets...........................................................................................         241,452,842
                                                                                                                ---------------
Liabilities
Payable for investments purchased.........................................................................           2,093,598
Payable for Series shares reacquired......................................................................             355,529
Dividends payable.........................................................................................             207,733
Accrued expenses..........................................................................................             182,657
Due to broker-variation margin............................................................................             142,188
Management fee payable....................................................................................              92,621
Distribution fee payable..................................................................................              78,964
Deferred trustee's fees...................................................................................               2,700
                                                                                                                ---------------
   Total liabilities......................................................................................           3,155,990
                                                                                                                ---------------
Net Assets................................................................................................      $  238,296,852
                                                                                                                ---------------
                                                                                                                ---------------
Net assets were comprised of:
   Shares of beneficial interest, at par..................................................................      $      227,240
   Paid-in capital in excess of par.......................................................................         226,563,470
                                                                                                                ---------------
                                                                                                                   226,790,710
   Accumulated net realized gain on investments...........................................................           1,314,482
   Net unrealized appreciation on investments.............................................................          10,191,660
                                                                                                                ---------------
Net assets, August 31, 1996...............................................................................      $  238,296,852
                                                                                                                ---------------
                                                                                                                ---------------
Class A:
   Net asset value and redemption price per share
      ($69,658,688 / 6,641,845 shares of beneficial interest issued and outstanding)......................               $10.49
   Maximum sales charge (3.0% of offering price)..........................................................                 .32
   Maximum offering price to public.......................................................................              $10.81
Class B:
   Net asset value, offering price and redemption price per share
      ($167,809,191 / 16,003,102 shares of beneficial interest issued and outstanding)....................              $10.49
Class C:
   Net asset value, offering price and redemption price per share
      ($828,973 / 79,052 shares of beneficial interest issued and outstanding)............................              $10.49
</TABLE>

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-198
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
PENNSYLVANIA SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1996
<S>                                              <C>
Income
   Interest...................................     $15,822,531
                                                 ---------------
Expenses
   Management fee.............................       1,253,004
   Distribution fee--Class A..................          59,995
   Distribution fee--Class B..................         949,510
   Distribution fee--Class C..................           5,277
   Transfer agent's fees and expenses.........         190,000
   Reports to shareholders....................         141,000
   Custodian's fees and expenses..............         109,000
   Registration fees..........................          47,000
   Audit fees and expenses....................          12,300
   Legal fees and expenses....................          10,000
   Trustees' fees.............................           3,900
   Miscellaneous..............................           3,708
                                                 ---------------
      Total expenses..........................       2,784,694
   Less: Management fee waiver................        (125,300)
       Custodian fee credit...................         (24,139)
                                                 ---------------
      Net expenses............................       2,635,255
                                                 ---------------
Net investment income.........................      13,187,276
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on:
   Investment transactions....................       2,187,217
   Financial futures contracts................         919,453
                                                 ---------------
                                                     3,106,670
                                                 ---------------
Net change in unrealized depreciation on:
   Investments................................      (4,058,154)
   Financial futures contracts................        (332,813)
                                                 ---------------
                                                    (4,390,967)
                                                 ---------------
Net loss on investments.......................      (1,284,297)
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $11,902,979
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
PENNSYLVANIA SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------


<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
in Net Assets                          1996            1995
<S>                                <C>             <C>
Operations
   Net investment income........   $ 13,187,276    $ 13,870,072
   Net realized gain (loss) on
      investment transactions...      3,106,670        (508,005)
   Net change in unrealized
      appreciation/depreciation
      of investments............     (4,390,967)      2,878,813
                                   ------------    ------------
   Net increase in net assets
      resulting from
      operations................     11,902,979      16,240,880
                                   ------------    ------------
Dividends to shareholders from
   net investment income (Note
   1)
      Class A...................     (3,346,434)     (1,734,468)
      Class B...................     (9,806,020)    (12,124,140)
      Class C...................        (34,822)        (11,464)
                                   ------------    ------------
                                    (13,187,276)    (13,870,072)
                                   ------------    ------------
Series share transactions (net
   of share conversions) (Note
   5)
   Net proceeds from shares
      sold......................     14,511,819      19,260,042
   Net asset value of shares
      issued in reinvestment of
      dividends.................      7,333,818       7,902,987
   Cost of shares reacquired....    (35,929,977)    (44,342,507)
                                   ------------    ------------
   Net decrease in net assets
      from Series share
      transactions..............    (14,084,340)    (17,179,478)
                                   ------------    ------------
Total decrease..................    (15,368,637)    (14,808,670)
Net Assets
Beginning of year...............    253,665,489     268,474,159
                                   ------------    ------------
End of year.....................   $238,296,852    $253,665,489
                                   ------------    ------------
                                   ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-199
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
fourteen series. The monies of each series are invested in separate,
independently managed portfolios. The Pennsylvania Series (the ``Series'')
commenced investment operations in April, 1987. The Series is diversified and
seeks to achieve it's investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Series values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. When the contract expires or is closed, the gain or
loss is realized and is presented in the statement of operations as net realized
gain (loss) on financial futures. The Series invests in financial futures
contracts in order to hedge its existing portfolio securities or securities the
Series intends to purchase against fluctuations in value caused by changes in
prevailing interest rates. Should interest rates move unexpectedly, the Series
may not achieve the anticipated benefits of the financial futures contracts and
may realize a loss. The use of futures transactions involves the risk of
imperfect correlation in movements in the price of futures contracts, interest
rates and the underlying hedged assets.

Options: The Series may either purchase or write options in order to hedge
against adverse market movements or fluctuations in value caused by changes in
prevailing interest rates with respect to securities which the Fund currently
owns or intends to purchase. The Series' principal reason for writing options is
to realize, through receipt of premiums, a greater current return than would be
realized on the underlying security alone. When the Series purchases an option,
it pays a premium and an amount equal to that premium is recorded as an
investment. When the Series writes an option, it receives a premium and an
amount equal to that premium is recorded as a liability. The investment or
liability is adjusted daily to reflect the current market value of the option.
If an option expires unexercised, the Series realizes a gain or loss to the
extent of the premium received or paid. If an option is exercised, the premium
received or paid is an adjustment to the proceeds from the sale or the cost of
the purchase in determining whether the Series has realized a gain or loss. The
difference between the premium and the amount received or paid on effecting a
closing purchase or sale transaction is also treated as a realized gain or loss.
Gain or loss on purchased options is included in net realized gain (loss) on
investment transactions. Gain or loss on written options is presented separately
as net realized gain (loss) on written option transactions.

The Series, as a writer of an option, may have no control over whether the
underlying securities may be sold (called) or purchased (put). As a result, the
Series bears the market risk of an unfavorable change in the price of the
security underlying the written option. The Series, as purchaser of an option,
bears the risk of the potential inability of the counterparties to meet the
terms of their contracts. As of August 31, 1996, the Fund did not have any open
written options.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is
- --------------------------------------------------------------------------------


                                      B-200
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
recorded on the accrual basis. The Series amortizes premiums and original issue
discount paid on purchases of portfolio securities as adjustments to interest
income. Expenses are recorded on the accrual basis which may require the use of
certain estimates by management.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends are made monthly. Distributions of net
capital gains, if any, are made annually. Income distributions and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.

Custody Fee Credits: The Series has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.
- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management LLC.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. PMF has agreed
to waive a portion (.05 of 1% of the Series' average daily net assets) of its
management fee, which amounted to $125,300 ($.006 per share for Class A, B and C
shares: .05% of average net assets). The Series is not required to reimburse PMF
for such waiver.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI'') became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund compensated PMFD and PSI for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, .50 of 1% and 1%, of the average daily net assets of the Class A, B and C
shares, respectively. Such expenses under the Plans were .10 of 1%, .50 of 1%
and .75 of 1% of the average daily net assets of the Class A, B and C shares,
respectively, for the fiscal year ended August 31, 1996.

PMFD and PSI have advised the Series that they have received approximately
$24,600 in front-end sales charges resulting from sales of Class A shares during
the fiscal year ended August 31, 1996. From these fees, PMFD and PSI paid such
sales charges Pruco Securities Corporation, an affiliated broker-dealer, which
in turn paid commissions to salespersons and incurred other distribution costs.

PSI has advised the Series that for the fiscal year ended August 31, 1996, it
received approximately $285,600 in contingent deferred sales charges imposed
upon certain redemptions by Class B and Class C shareholders.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- --------------------------------------------------------------------------------


                                      B-201
<PAGE>
                                            PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements               PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1996, the Series incurred fees of approximately $122,800 for the services of
PMFS. As of August 31, 1996, approximately $9,800 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations includes certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1996 were $65,199,553 and
$82,899,570, respectively.

The cost basis of investments for federal income tax purposes was $224,297,076
and, accordingly, as of August 31, 1996 net unrealized appreciation of
investments for federal income tax purposes is $10,614,085 (gross unrealized
appreciation--$12,093,548; gross unrealized depreciation--$1,479,463).

At August 31, 1996 the Series purchased 175 financial futures contracts on the
Municipal Bond Index expiring September 1996. The value at disposition of such
contracts was $19,169,531. The value of such contracts on August 31, 1996 was
$18,779,687 thereby resulting in an unrealized loss of $389,844.

The Series has fully utilized its capital loss carryforward of approximately
$1,452,000. The Series has elected to treat net capital losses of approximately
$1,202,900 incurred in the ten month period ended August 31, 1995 as being
incurred in the current fiscal year.
- ------------------------------------------------------------
Note 5. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of beneficial
interest for the fiscal years ended August 31, 1996 and August 31, 1995 were as
follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1996:
Shares sold........................      170,524    $  1,815,672
Shares issued in reinvestment of
  dividends........................      174,484       1,854,233
Shares reacquired..................     (856,245)     (9,076,849)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (511,237)     (5,406,944)
Shares issued upon conversion from
  Class B..........................    2,346,430      24,852,900
                                      ----------    ------------
Net increase in shares
  outstanding......................    1,835,193    $ 19,445,956
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold........................      299,314    $  3,060,202
Shares issued in reinvestment of
  dividends........................       94,611         981,883
Shares reacquired..................     (429,242)     (4,432,346)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................      (35,317)       (390,261)
Shares issued upon conversion from
  Class B..........................    3,820,038      39,180,753
                                      ----------    ------------
Net increase in shares
  outstanding......................    3,784,721    $ 38,790,492
                                      ----------    ------------
                                      ----------    ------------
Class B
- -----------------------------------
Year ended August 31, 1996:
Shares sold........................    1,135,725    $ 12,092,210
Shares issued in reinvestment of
  dividends........................      513,704       5,464,148
Shares reacquired..................   (2,513,126)    (26,746,007)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (863,697)     (9,189,649)
Shares reacquired upon conversion
  into Class A.....................   (2,346,430)    (24,852,900)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (3,210,127)   $(34,042,549)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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

                                      B-202
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold........................    1,556,154    $ 15,906,587
Shares issued in reinvestment of
  dividends........................      676,394       6,911,570
Shares reacquired..................   (3,929,313)    (39,845,757)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................   (1,696,765)    (17,027,600)
Shares reacquired upon conversion
  into Class A.....................   (3,820,038)    (39,180,753)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (5,516,803)   $(56,208,353)
                                      ----------    ------------
                                      ----------    ------------
Class C
- -----------------------------------
Year ended August 31, 1996:
Shares sold........................       55,805    $    603,937
Shares issued in reinvestment of
  dividends........................        1,449          15,437
Shares reacquired..................      (10,040)       (107,121)
                                      ----------    ------------
Net increase in shares
  outstanding......................       47,214    $    512,253
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1995:
Shares sold........................       28,444    $    293,253
Shares issued in reinvestment of
  dividends........................          926           9,534
Shares reacquired..................       (6,201)        (64,404)
                                      ----------    ------------
Net increase in shares
  outstanding......................       23,169    $    238,383
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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

                                      B-203
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                         PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               Class A
                                        -----------------------------------------------------
                                                        Year Ended August 31,
                                        -----------------------------------------------------
                                         1996        1995        1994        1993       1992
                                        -------     -------     -------     ------     ------
<S>                                     <C>         <C>         <C>         <C>        <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
   year.............................    $ 10.55     $ 10.42     $ 11.21     $10.55     $ 9.96
                                        -------     -------     -------     ------     ------
Income from investment operations
Net investment income...............        .59(a)      .60(a)      .59        .62        .62
Net realized and unrealized gain
   (loss) on investment
   transactions.....................       (.06)        .13        (.68)       .70        .59
                                        -------     -------     -------     ------     ------
   Total from investment
      operations....................        .53         .73        (.09)      1.32       1.21
                                        -------     -------     -------     ------     ------
Less distributions
Dividends from net investment
   income...........................       (.59)       (.60)       (.59)      (.62)      (.62)
Distributions from net realized
   gains............................      --          --           (.11)      (.04)      --
                                        -------     -------     -------     ------     ------
   Total distributions..............       (.59)       (.60)       (.70)      (.66)      (.62)
                                        -------     -------     -------     ------     ------
Net asset value, end of year........    $ 10.49     $ 10.55     $ 10.42     $11.21     $10.55
                                        -------     -------     -------     ------     ------
                                        -------     -------     -------     ------     ------
TOTAL RETURN(b):....................       5.08%       7.35%       (.82)%    12.86%     12.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).......    $69,659     $50,696     $10,651     $9,342     $5,908
Average net assets (000)............    $59,995     $30,092     $10,315     $7,354     $4,439
Ratios to average net assets:
   Expenses, including distribution
      fees..........................        .75%(a)     .80%(a)     .75%       .78%       .81%
   Expenses, excluding distribution
      fees..........................        .65%(a)     .70%(a)     .65%       .68%       .71%
   Net investment income............       5.56%(a)    5.76%(a)    5.52%      5.69%      5.99%
Portfolio turnover rate.............         26%         19%         22%        13%        25%
</TABLE>

- ---------------
 (a) Net of expense subsidy/management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return
     is calculated assuming a purchase of shares on the first day and a sale
     on the last day of each period reported and includes reinvestment
     dividends and distributions.

- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.


                                      B-204
<PAGE>
                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                Class B                                     Class C
                                      ------------------------------------------------------------     -----------------
                                                         Year Ended August 31,                         Year Ended August 31,
                                      ------------------------------------------------------------     -----------------
                                        1996         1995         1994         1993         1992        1996       1995
<S>                                   <C>          <C>          <C>          <C>          <C>          <C>        <C>
                                      --------     --------     --------     --------     --------     ------     ------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period...........................  $  10.55     $  10.42     $  11.21     $  10.54     $   9.96     $10.55     $10.42
                                      --------     --------     --------     --------     --------     ------     ------
Income from investment operations
Net investment income...............       .55(a)       .56(a)       .55          .57          .58        .52(a)     .53(a)
Net realized and unrealized gain
   (loss) on investment
   transactions.....................      (.06)         .13        (.68)          .71          .58       (.06)       .13
                                      --------     --------     --------     --------     --------     ------     ------
   Total from investment
      operations....................       .49          .69        (.13)         1.28         1.16        .46        .66
                                      --------     --------     --------     --------     --------     ------     ------
Less distributions
Dividends from net investment
   income...........................      (.55)        (.56)       (.55)        (.57)        (.58)       (.52)      (.53)
Distributions from net realized
   gains............................     --           --           (.11)        (.04)        --          --         --
                                      --------     --------     --------     --------     --------     ------     ------
   Total distributions..............      (.55)        (.56)       (.66)        (.61)        (.58)       (.52)      (.53)
                                      --------     --------     --------     --------     --------     ------     ------
Net asset value, end of period......  $  10.49     $  10.55     $  10.42     $  11.21     $  10.54     $10.49     $10.55
                                      --------     --------     --------     --------     --------     ------     ------
                                      --------     --------     --------     --------     --------     ------     ------
TOTAL RETURN(b):....................      4.66%        6.92%      (1.22)%       12.54%       11.92%      4.41%      6.65%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....  $167,809     $202,633     $257,732     $263,752     $206,028     $  829     $  336
Average net assets (000)............  $189,902     $223,082     $266,594     $229,955     $186,113     $  704     $  223
Ratios to average net assets:
   Expenses, including distribution
      fees..........................      1.15%(a)     1.17%(a)     1.15%        1.18%        1.21%      1.40%(a)   1.44%(a)
   Expenses, excluding distribution
      fees..........................       .65%(a)      .67%(a)      .65%         .68%         .71%       .65%(a)    .69%(a)
   Net investment income............      5.16%(a)     5.44%(a)     5.11%        5.29%        5.59%      4.91%(a)   5.14%(a)
Portfolio turnover rate.............        26%          19%          22%          13%          25%        26%        19%

<CAPTION>
                                      August 1,
                                       Through
                                      August 31,
                                         1994
<S>                                   <C>
                                      ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
   period...........................    $10.44
                                         -----

Income from investment operations
Net investment income...............       .04
Net realized and unrealized gain
   (loss) on investment
   transactions.....................      (.02)
                                         -----

   Total from investment
      operations....................       .02
                                         -----

Less distributions
Dividends from net investment
   income...........................      (.04)
Distributions from net realized
   gains............................      --
                                         -----

   Total distributions..............      (.04)
                                         -----

Net asset value, end of period......    $10.42
                                         -----
                                         -----

TOTAL RETURN(b):....................       .14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).....    $   90
Average net assets (000)............    $    1
Ratios to average net assets:
   Expenses, including distribution
      fees..........................      2.00%(c)
   Expenses, excluding distribution
      fees..........................      1.25%(c)
   Net investment income............      8.51%(c)
Portfolio turnover rate.............        22%
</TABLE>

- ---------------
 (a) Net of expense subsidy/management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return
     is calculated assuming a purchase of shares on the first day and a sale
     on the last day of each period reported and includes reinvestment
     dividends and distributions. Total returns for periods of less than a
     full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-205
<PAGE>
                                             PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                 PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Pennsylvania Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Pennsylvania
Series, as of August 31, 1996, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Pennsylvania Series, as of August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 14, 1996






                                      B-206
<PAGE>
APPENDIX I--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.
 
                                      I-1
<PAGE>
APPENDIX II--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 show the long-term performance  of various asset classes and the
rate of inflation.
                                    [CHART]
 
                EACH INVESTMENT PROVIDES A DIFFERENT OPPORTUNITY
                       (Value of $1 invested on 12/31/25)
 
                             SMALL STOCKS -- $3,822
                            COMMON STOCKS -- $1,114
                             LONG-TERM BONDS -- $34
                             TREASURY BILLS -- $13
                                INFLATION -- $9
 
Source:  Prudential  Investment   Corporation  based  on   data  from   Ibbotson
Associates' EnCORR Software, Chicago, Illinois. Used with permission. All rights
reserved.  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  attributable to  capital  appreciation  and the
reinvestment of  distributions.  Bond returns  are  attributable mainly  to  the
reinvestment of distributions. Also, stock prices are usually more volatile than
bond prices over the long-term.
 
Small  stock  returns  for 1926-1989  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  represented by a portfolio that  contains
only one bond with a maturity of roughly 20 years. At the beginning of each year
a  new bond  with a  then-current coupon  replaces the  old bond.  Treasury bill
returns are for a one-month bill. Treasuries are guaranteed by the 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.
 
                                      II-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 1987
through 1995. 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 the  Fund or of any sector in which  the
Fund 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  each 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
 
                                      [CHART]
<TABLE>
<CAPTION>
Year                                               '87        '88        '89        '90        '91        '92        '93
- ----------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>        <C>
U.S. Treasury Bonds                                  2.0%       7.0%      14.4%       8.5%      15.3%       7.2%      10.7%
Mortgage Securities                                  4.3%       8.7%      15.4%      10.7%      15.7%       7.0%       6.8%
U.S. Corporate Bonds                                 2.6%       9.2%      14.1%       7.1%      18.5%       8.7%      12.2%
U.S. High Yield Corporate Bonds                      5.0%      12.5%       0.8%      -9.6%      46.2%      15.8%      17.1%
World Government Bonds                              35.2%       2.3%      -3.4%      15.3%      16.2%       4.8%      15.1%
Difference between highest and lowest return
 in percent                                          33.2       10.2       18.8       24.9       30.9       11.0       10.3
 
<CAPTION>
Year                                               '94        '95
- ----------------------------------------------  ---------  ---------
<S>                                             <C>        <C>
U.S. Treasury Bonds                                 -3.4%      18.4%
Mortgage Securities                                 -1.6%      16.8%
U.S. Corporate Bonds                                -3.9%      22.3%
U.S. High Yield Corporate Bonds                     -1.0%      19.2%
World Government Bonds                               6.0%      19.6%
Difference between highest and lowest return
 in percent                                           9.9        5.5
</TABLE>
 
- -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.
 
- -5- SALOMON  BROTHERS 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  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.
 
                                      II-2
<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 (1926-1995)
 
                                    [CHART]
 
- --------------
Source: Stocks, Bonds, Bills, and Inflation 1996 Yearbook, Ibbotson  Associates,
Chicago  (annually updates  work by Roger  G. Ibbotson and  Rex A. Sinquefield).
Used with permission. All rights reserved. The chart illustrates the  historical
yield of a long-term U.S. Treasury Bond from 1926-1996. Yield represents 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.
 
                                      II-3
<PAGE>
APPENDIX III--INFORMATION RELATING TO THE PRUDENTIAL
 
    Set  forth below is information relating to The Prudential Insurance Company
of America (Prudential) and its subsidiaries as well as information relating  to
the  Prudential  Mutual Funds.  See "Management  of the  Fund-- Manager"  in the
Prospectus. The data will be used in sales materials relating to the  Prudential
Mutual  Funds. Unless otherwise indicated, the information is as of December 31,
1995 and  is  subject to  change  thereafter.  All information  relies  on  data
provided  by The Prudential  Investment Corporation (PIC)  or from other sources
believed by the Manager to be  reliable. Such information has not been  verified
by the Fund.
 
INFORMATION ABOUT PRUDENTIAL
 
    The  Manager and PIC-1- are subsidiaries of  Prudential, which is one of the
largest diversified financial services institutions  in the world and, based  on
total  assets, the largest insurance company in North America as of December 31,
1995. Its primary business is to offer a full range of products and services  in
three  areas:  insurance, investments  and  home ownership  for  individuals and
families; health-care management  and other  benefit programs  for employees  of
companies  and members of groups; and asset management for institutional clients
and their associates. Prudential (together  with its subsidiaries) employs  more
than  92,000 persons  worldwide, and  maintains a  sales force  of approximately
13,000 agents and  5,600 financial  advisors. Prudential  is a  major issuer  of
annuities,  including variable annuities. Prudential seeks to develop innovative
products and services  to meet  consumer needs in  each of  its business  areas.
Prudential  uses the rock of  Gibraltar as its symbol.  The Prudential rock is a
recognized brand name throughout the world.
 
    INSURANCE.   Prudential has  been engaged  in the  insurance business  since
1875.  It insures or provides financial services  to more than 50 million people
worldwide--one of  every five  people in  the  United States.  Long one  of  the
largest issuers of individual life insurance, the Prudential has 19 million life
insurance  policies in force today with a  face value of $1 trillion. Prudential
has the largest capital  base ($11.4 billion) of  any life insurance company  in
the  United States.  The Prudential  provides auto  insurance for  more than 1.7
million cars and insures more than 1.4 million homes.
 
    MONEY MANAGEMENT.    The Prudential  is  one  of the  largest  pension  fund
managers in the country, providing pension services to 1 in 3 Fortune 500 firms.
It  manages $36  billion of  individual retirement  plan assets,  such as 401(k)
plans. In July 1995, INSTITUTIONAL INVESTOR ranked Prudential the third  largest
institutional money manager of the 300 largest money management organizations in
the  United States as of December 31,  1994. As of December 31, 1995, Prudential
had more than $314  billion in assets  under management. Prudential  Investments
(of  which Prudential Mutual Funds  is a key part)  manages over $190 billion in
assets of institutions and individuals.
 
    REAL ESTATE.  The Prudential Real Estate Affiliates, the fourth largest real
estate brokerage network in the United States, has more than 34,000 brokers  and
agents and more than 1,100 offices in the United States.-2-
 
    HEALTHCARE.    Over two  decades ago,  the  Prudential introduced  the first
federally-funded, for-profit  HMO  in  the  country.  Today,  almost  5  million
Americans receive healthcare from a Prudential managed care membership.
 
    FINANCIAL  SERVICES.  The Prudential Bank,  a wholly-owned subsidiary of the
Prudential, has  nearly $3  billion  in assets  and  serves nearly  1.5  million
customers across 50 states.
 
INFORMATION ABOUT THE PRUDENTIAL MUTUAL FUNDS
 
    Prudential  Mutual Fund Management is one of the sixteen largest mutual fund
companies in the country,  with over 2.5 million  shareholders invested in  more
than 50 mutual fund portfolios and variable annuities with more than 3.7 million
shareholder accounts.
 
- ---------------
- -1- PIC  serves as the Subadviser to  substantially all of the Prudential Mutual
    Funds. Wellington  Management Company  serves as  the subadviser  to  Global
    Utility  Fund, Inc., Nicholas-Applegate Capital  Management as subadviser to
    Nicholas-Applegate Fund,  Inc., Jennison  Associates  Capital Corp.  as  the
    subadviser  to  Prudential  Jennison  Fund,  Inc.  and  BlackRock  Financial
    Management, Inc. as  subadviser to  The BlackRock  Government Income  Trust.
    There are multiple subadvisers for The Target Portfolio Trust.
 
- -2- As of December 31, 1994.
 
                                     III-1
<PAGE>
    The  Prudential Mutual Funds have over 30 portfolio managers who manage over
$55 billion in  mutual fund and  variable annuity assets.  Some of  Prudential's
portfolio  managers  have  over  20  years  of  experience  managing  investment
portfolios.
 
    From time to  time, there may  be media coverage  of portfolio managers  and
other investment professionals associated with the Manager and the Subadviser in
national   and  regional  publications,  on   television  and  in  other  media.
Additionally, individual mutual fund portfolios are frequently cited in  surveys
conducted  by national and regional publications and media organizations such as
THE WALL STREET JOURNAL, THE NEW YORK TIMES, BARRON'S and USA TODAY.
 
    EQUITY FUNDS.  FORBES  magazine listed Prudential  Equity Fund among  twenty
mutual  funds on  its Honor Roll  in its mutual  fund issue of  August 28, 1995.
Honorees are chosen annually among  mutual funds (excluding sector funds)  which
are  open to new  investors and have had  the same management  for at least five
years. Forbes considers, among other criteria, the total return of a mutual fund
in both bull  and bear  markets as  well as  a fund's  risk profile.  Prudential
Equity  Fund  is  managed with  a  "value"  investment style  by  PIC.  In 1995,
Prudential Securities introduced Prudential Jennison Fund, a growth-style equity
fund managed  by  Jennison Associates  Capital  Corp., a  premier  institutional
equity manager and a subsidiary of Prudential.
 
    HIGH  YIELD FUNDS.  Investing in high  yield bonds is a complex and research
intensive pursuit. A separate team of  high yield bond analysts monitor the  167
issues held in the Prudential High Yield Fund (currently the largest fund of its
kind  in the country) along with 100 or  so other high yield bonds, which may be
considered for purchase.-3- Non-investment grade bonds, also known as junk bonds
or high yield  bonds, are subject  to a greater  risk of loss  of principal  and
interest  including default risk than  higher-rated bonds. Prudential high yield
portfolio managers and analysts meet face-to-face with almost every bond  issuer
in  the  High Yield  Fund's portfolio  annually,  and have  additional telephone
contact throughout the year.
 
    Prudential's portfolio managers are supported  by a large and  sophisticated
research  organization.  Fourteen  investment grade  bond  analysts  monitor the
financial viability  of  approximately  1,750  different  bond  issuers  in  the
investment  grade  corporate  and  municipal  bond  markets--from  IBM  to small
municipalities, such as Rockaway Township,  New Jersey. These analysts  consider
among other things sinking fund provisions and interest coverage ratios.
 
    Prudential's  portfolio managers and analysts receive research services from
almost 200 brokers  and market  service vendors.  They also  receive nearly  100
trade  publications and  newspapers--from Pulp  and Paper  Forecaster to Women's
Wear Daily--to keep them informed of the industries they follow.
 
    Prudential Mutual Funds' traders scan over 100 computer monitors to  collect
detailed  information on which  to trade. From  natural gas prices  in the Rocky
Mountains to the results  of local municipal  elections, a Prudential  portfolio
manager or trader is able to monitor it if it's important to a Prudential mutual
fund.
 
    Prudential  Mutual Funds trade approximately $31 billion in U.S. and foreign
government securities  a  year. PIC  seeks  information from  government  policy
makers.  In 1995, Prudential's  portfolio managers met  with several senior U.S.
and foreign government officials, on issues ranging from economic conditions  in
foreign  countries to  the viability  of index-linked  securities in  the United
States.
 
    Prudential Mutual Funds' portfolio managers and analysts met with over 1,200
companies in  1995,  often with  the  Chief  Executive Officer  (CEO)  or  Chief
Financial Officer (CFO). They also attended over 250 industry conferences.
 
    Prudential Mutual Fund global equity managers conducted many of their visits
overseas,  often holding private  meetings with a company  in a foreign language
(our global  equity managers  speak 7  different languages,  including  Mandarin
Chinese).
 
- ---------------
- -3- As  of December 31, 1995. The  number of bonds and the  size of the Fund are
    subject to change.
 
                                     III-2
<PAGE>
    TRADING DATA.-4-     On an  average day, Prudential  Mutual Funds' U.S.  and
foreign  equity trading desks traded $77 million in securities representing over
3.8 million shares  with nearly  200 different firms.  Prudential Mutual  Funds'
bond  trading desks traded $157 million in  government and corporate bonds on an
average day. That represents more in daily trading than most bond funds  tracked
by  Lipper even  have in assets.-5-  Prudential Mutual Funds'  money market desk
traded $3.2 billion in money market securities  on an average day, or over  $800
billion a year. They made a trade every 3 minutes of every trading day. In 1994,
the  Prudential Mutual  Funds effected more  than 40,000 trades  in money market
securities and held on average $20 billion of money market securities.-6-
 
    Based on  complex-wide data,  on  an average  day, over  7,250  shareholders
telephoned  Prudential Mutual  Fund Services,  Inc., the  Transfer Agent  of the
Prudential Mutual Funds, on the Prudential Mutual Funds' toll-free number. On an
annual  basis,  that  represents  approximately  1.8  million  telephone   calls
answered.
 
INFORMATION ABOUT PRUDENTIAL SECURITIES
 
    Prudential  Securities is  the fifth  largest retail  brokerage firm  in the
United States  with approximately  5,600 financial  advisors. It  offers to  its
clients  a  wide  range  of  products,  including  Prudential  Mutual  Funds and
annuities. As of December 31, 1995, assets held by Prudential Securities for its
clients approximated  $168  billion.  During  1994,  over  28,000  new  customer
accounts were opened each month at PSI.-7-
 
    Prudential Securities has a two-year Financial Advisor training program plus
advanced education programs, including Prudential Securities "university," which
provides  advanced education  in a  wide array  of investment  areas. Prudential
Securities is  the only  Wall Street  firm to  have its  own in-house  Certified
Financial  Planner (CFP) program. In the  December 1995 issue of Registered Rep,
an industry  publication,  Prudential  Securities'  Financial  Advisor  training
programs received a grade of A-(compared to an industry average of B+).
 
    In   1995,  Prudential  Securities'  equity  research  team  ranked  8th  in
INSTITUTIONAL INVESTOR magazine's 1995 "All America Research Team" survey.  Five
Prudential Securities' analysts were ranked as first-team finishers.-8-
 
    In  addition  to  training,  Prudential  Securities  provides  its financial
advisors with  access  to firm  economists  and  market analysts.  It  has  also
developed  proprietary  tools  for  use  by  financial  advisors,  including the
Financial Architect-SM-, a  state-of-the-art asset  allocation software  program
which  helps Financial  Advisors to evaluate  a client's  objectives and overall
financial plan, and a comprehensive mutual fund information and analysis  system
that compares different mutual funds.
 
    For  more complete  information about  any of  the Prudential  Mutual Funds,
including charges  and  expenses,  call  your  Prudential  Securities  financial
adviser  or  Pruco/Prudential  representative  for a  free  prospectus.  Read it
carefully before you invest or send money.
 
- ---------------
- -4- Trading data represents  average daily  transactions for  portfolios of  the
    Prudential  Mutual Funds for which PIC  serves as the subadviser, portfolios
    of the Prudential Series Fund and institutional and non-US accounts  managed
    by  Prudential Mutual Fund Investment Management, a division of PIC, for the
    year ended December 31, 1995.
 
- -5- Based on 669 funds  in Lipper Analytical Services  categories of Short  U.S.
    Treasury,  Short U.S.  Government, Intermediate  U.S. Treasury, Intermediate
    U.S. Government, Short Investment Grade Debt, Intermediate Investment  Grade
    Debt, General U.S. Treasury, General U.S. Government and Mortgage funds.
 
- -6- As of December 31, 1994.
 
- -7- As of December 31, 1994.
 
- -8- On  an annual basis,  INSTITUTIONAL INVESTOR magazine  surveys more than 700
    institutional  money  managers,  chief  investment  officers  and   research
    directors,  asking them to evaluate analysts  in 76 industry sectors. Scores
    are produced by taking the number of votes awarded to an individual  analyst
    and  weighting them based on  the size of the  voting institution. In total,
    the magazine  sends its  survey to  approximately 2,000  institutions and  a
    group of European and Asian institutions.
 
                                     III-3
<PAGE>
APPENDIX IV--FIVE PERCENT SHAREHOLDER REPORT
 
    As  of October  4, 1996, the  beneficial owners, directly  or indirectly, of
more than 5% of the outstanding shares of any class of beneficial interest of  a
Series were:
 
<TABLE>
<CAPTION>
          SERIES AND CLASS NAME                        REGISTRATION                 SHARES       (PERCENT)
- -----------------------------------------  ------------------------------------  -------------  ------------
<S>                                        <C>                                   <C>            <C>
Florida Series (Class C)                   Randall E L Falck Ttee                       53,473       (6.9%)
                                           Randall E L Falck
                                           Rev TR UA DTD 12/03/91
                                           FBO Randall E L Falck
                                           8049 Whisper Lake Ln W
                                           Ponte Vedra FL 32082-3116
                                           Mr Joseph R Rainwater Ttee                   45,995       (6.0%)
                                           Brown V Rainwater LVG
                                           Trust #1 UA Dtd 06/21/86
                                           PO Box 10875
                                           Pensacola FL 32524-0876
 
Hawaii Income Series (Class B)             Evelyn J Gender Ttee                         61,332       (7.4%)
                                           Amended and Restated Self
                                           Trusted TR UA Dtd 09/03/87
                                           619 Hunakai St
                                           Honolulu HI 96816-4909
                                           Erica K Hsiao Ttee                           43,621       (5.3%)
                                           Sidney C Hsiao &
                                           Erica Hsiao Tr Ua Dtd 09/27/83
                                           1434 Punahou St
                                           Honolulu HI 96822-4754
 
Hawaii Income Series (Class C)             Ralph S Tawata &                              6,274       (5.3%)
                                           Betty Y Tawata JT Ten
                                           3150 Oahu Ave
                                           Honolulu HI 96822-1246
                                           John C Rapozo                                10,806       (9.1%)
                                           PO Box 681
                                           Keaau Hi 96749-0681
                                           Thomas K Tsobota Miyako                      11,255       (9.5%)
                                           Tsubota Co-TTEES
                                           Thomas k Tsubota
                                           Miyako I Tsubota
                                           Revliv Tr UA DTD 04/19/90
                                           911 11th Ave
                                           Honolulu HI 96818-2240
                                           Mrs Joyce W Borthwick &                       7,039       (5.9%)
                                           Mrs Amy T Shibuya JT Ten
                                           123 Dowsett Ave
                                           Honolulu HI 96818-1109
                                           Irish O Eustace                               6,550       (5.5%)
                                           1930 Alaeloa St
                                           Honolulu HI 96821-1019
</TABLE>
 
                                      IV-1
<PAGE>
<TABLE>
<CAPTION>
          SERIES AND CLASS NAME                        REGISTRATION                 SHARES       (PERCENT)
- -----------------------------------------  ------------------------------------  -------------  ------------
<S>                                        <C>                                   <C>            <C>
Maryland Series (Class C)                  Julien J Lavoie                                 713      (16.5%)
                                           Marjorie G Lavoie JT Ten
                                           13405 Beall Creek Ct
                                           Potomac MD 20854-1119
                                           Henry Nathan II &                             1,416      (32.7%)
                                           Elaine T Nathan JT TEN
                                           6222 Roblynn Road
                                           Laurel MD 20707-2635
                                           Prudential Securities Inc.                    2,095      (48.4%)
                                           Erma N Ruble
 
Massachusetts Series (Class C)             Anna R Mascott TTEE                           2,953      (74.5%)
                                           Anna R Mascott 1988
                                           Revocable Trust UA DTD 01/19/88
                                           358 Del Pond Drive
                                           Canton MA 02021-2750
                                           Richard E Gray &                                563      (14.2%)
                                           Dorothy E Gray JT TEN
                                           234 Spring St
                                           Medford MA 02155-2852
                                           Ellen D Rothberg                                297       (7.5%)
                                           102 West Emerson St
                                           Melrose MA 02176-3128
 
Michigan Series (Class C)                  Richard Coleman                               2,515      (26.1%)
                                           PO Box 243
                                           Glenn MI 49416-0243
                                           Ann P Franklin                                2,532      (26.3%)
                                           Don F Franklin JT TEN
                                           707 Byron
                                           Milford MI 48381
                                           Lester L Fall Jr                              1,445      (15.0%)
                                           Cynthia D Fall JT TEN
                                           12460 Lincoln
                                           Burt MI 48417-9746
                                           David D Verdier TTEE                          1,366      (14.2%)
                                           The David D Verdier Trust
                                           UA DTD 06/02/90
                                           3043 Mary Ave
                                           E Grand Rapids MI 49506-3150
                                           Hans J Pinagel &                              1,750      (18.2%)
                                           Jack Lukens JT TEN
                                           12768 Marilyn Dr
                                           Leroy MI 49655-9747
 
New Jersey Series (Class C)                Linda Abrams                                 10,461       (5.7%)
                                           209 Pipers Landing CT
                                           Holmdel NJ 07733-2519
                                           Martin Abrams                                16,272       (8.9%)
                                           209 Pipers Landing CT
                                           Holmdel NJ 07733-2519
</TABLE>
 
                                      IV-2
<PAGE>
<TABLE>
<CAPTION>
          SERIES AND CLASS NAME                        REGISTRATION                 SHARES       (PERCENT)
- -----------------------------------------  ------------------------------------  -------------  ------------
<S>                                        <C>                                   <C>            <C>
                                           Ralph J. Bisirri                             18,769      (10.3%)
                                           6 Lake Corson Lane
                                           Marmora NJ 08223-1667
                                           Dolores Truex                                20,764      (11.4%)
                                           126 Mayetta Landing Rd
                                           West Creek NJ 08092-3100
                                           Prudential Securities Inc.                   19,999      (11.0%)
                                           Arsenio Stabile
 
New York Series (Class C)                  Michael F Scheitel                            5,158       (7.9%)
                                           Dorothy E Scheitel Jt Ten
                                           38 King Ave
                                           Selden NY 11784-2338
                                           Henry Hocker &                               12,278      (18.7%)
                                           Gloria Hocker Jt Ten
                                           West Suffolk Ave
                                           Central Islip NY 11722-2142
                                           Shelley Fehrenbach                            4,921       (7.5%)
                                           2 Cherry Lane
                                           Kings Point NY 11024-1122
                                           Lawrence R Caponegro TTEE                    10,775      (16.4%)
                                           Caponegro Family Revocable
                                           Tr Ua Dtd 06/29/92
                                           47 Woodbury Road
                                           Hauppauge NY 11788-4729
                                           Kandala K. Chary MD &                         3,330       (5.1%)
                                           Vaidehi Chary JTTEN,
                                           99 Roxbury Pk
                                           East Amherst NY 14051-1769
                                           Mrs Barbara Ann Moccia                        4,445       (6.8%)
                                           11 Byrd St
                                           Rye NY 10580-2407
 
North Carolina Series (Class C)            Steven J Sybert                               2,945      (44.8%)
                                           Rosalie B Sybert Jt Ten
                                           4509 Coburn Ct
                                           Charlotte NC 28277-2551
                                           Howard G Hochman                              1,005      (15.3%)
                                           1200 Dwire Pl
                                           Durhan NC 27706-2515
                                           S J Black and Son Inc                         1,031      (15.7%)
                                           PO Box 1105
                                           Monroe NC 28111-1105
                                           Janet H Kean                                  1,371      (20.9%)
                                           Thomas J Kean Recovable Livtr
                                           UA DTD 10/30/87
                                           17404 Randalls Ferry Rd #B
                                           Norwood NC 28128-7460
 
Ohio Series (Class C)                      Robert M Beck                                   503      (13.2%)
                                           339 Walnut Creek Pike
                                           Circleville OH 43113-1051
</TABLE>
 
                                      IV-3
<PAGE>
<TABLE>
<CAPTION>
          SERIES AND CLASS NAME                        REGISTRATION                 SHARES       (PERCENT)
- -----------------------------------------  ------------------------------------  -------------  ------------
<S>                                        <C>                                   <C>            <C>
                                           Cynthia L Weaver                                437      (11.5%)
                                           9813 Camelot St NW
                                           Pickerington OH 43147-8579
                                           Neal W Toth                                     438      (11.5%)
                                           Ann D Toth JT TEN
                                           108 Bayberry Dr
                                           Northfield OH 44087-2622
                                           Coleman Popp &                                1,764      (46.2%)
                                           Stella J Popp JT TEN
                                           Box 601
                                           Adena OH 43901-0601
                                           Charles E Cartwright                            654      (17.1%)
                                           Janet L Cartwright
                                           700 Swayne Dr
                                           Coshocton, OH 43812-1051
 
Pennsylvania Series (Class C)              Samuel J Occhipinti                           9,273      (12.0%)
                                           Jeanette Occhipinti JT TEN
                                           324 42nd St
                                           Pittsburgh PA 15201-1702
                                           Thomas E Flack &                              9,440      (12.2%)
                                           Dorothy E Flack JT TEN
                                           2504 Radcliffe Road
                                           Brodmall PA 19008-2116
                                           Barry L Joel &                                4,260       (5.5%)
                                           Tammy L Joel Jt Ten
                                           7368 Beacon Hill Dr
                                           Pittsburgh PA 15221-2569
                                           Betty J Falvo                                 8,647      (11.2%)
                                           1317 Clifton Rd
                                           Washington PA 15301-8237
                                           Herbert P Schenkel                           18,613      (24.1%)
                                           PO Box 427
                                           Macunge PA 18062-0427
                                           Robert J Niehaus &                            4,037       (5.2%)
                                           Jacqueline Niehaus Jt Ten
                                           5960 NE 28th Ave
                                           Ft Lauderdale FL 33308-2701
</TABLE>
 
                                      IV-4


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