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PRUDENTIAL MUNICIPAL
SERIES FUND
-----------------------------
(MASSACHUSETTS SERIES, NORTH CAROLINA SERIES
AND OHIO SERIES)
Supplement Dated November 3, 2000
Prospectus Dated November 3, 2000
The Board of Trustees of Prudential Municipal Series Fund (the Fund) has
recently approved a proposal to exchange the assets and liabilities of
Massachusetts Series, North Carolina Series and Ohio Series (each individually,
a Series, and collectively, the Series) of the Fund for shares of Prudential
National Municipals Funds, Inc. (National Municipals Fund). Class A, B and C
shares of the Series would be exchanged at net asset value for Class A shares of
equivalent value of National Municipals Fund. Class Z shares of Massachusetts
Series would be exchanged at net asset value for Class Z shares of equivalent
value of National Municipals Fund.
The transfer has been approved by the Trustees of the Fund and by the Board of
Directors of National Municipals Fund and is subject to approval by the
shareholders of the Series. The shareholders' meeting with respect to each
Series is scheduled to occur on December 7, 2000. A proxy statement/prospectus
relating to the transactions is being mailed to each Series' shareholders with
this supplement.
The Fund no longer accepts orders to purchase or exchange into its shares of
any class of any Series, except for (1) certain Retirement and Employee Plans
(excluding IRA accounts) that are currently shareholders, and successor or
related programs and plans, (2) investors who have executed a Letter of Intent
prior to August 24, 2000, (3) shareholders who have elected to reinvest
dividends and/or distributions, (4) purchases made by former shareholders in
connection with the 90-day repurchase privilege and (5) current shareholders
participating in automatic investment plans. The current exchange privilege of
obtaining shares of other
MF2000C8
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Prudential Mutual Funds and the current redemption rights will remain in effect
until the transaction is consummated.
The investment objective of National Municipals Fund is to seek a high level
of current income that is exempt from federal income taxes.
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PRUDENTIAL MUNICIPAL
SERIES FUND
-----------------------------
(CONNECTICUT MONEY MARKET SERIES AND
MASSACHUSETTS MONEY MARKET SERIES)
Supplement Dated November 3, 2000
Prospectus Dated November 3, 2000
The Board of Trustees of Prudential Municipal Series Fund (the Fund) has
approved a proposal to exchange the assets and liabilities of each of the
Connecticut Money Market Series and Massachusetts Money Market Series (each
individually, a Series, and collectively, the Series) of the Fund for shares of
Prudential Tax-Free Money Fund, Inc. (Tax-Free Money Fund). Shares of each
Series would be exchanged at net asset value for Class A shares of equivalent
value of Tax-Free Money Fund.
The transfer has been approved with respect to each Series by the Trustees of
the Fund and by the Board of Directors of Tax-Free Money Fund and is subject to
approval by the shareholders of each Series. The shareholders' meeting with
respect to each Series is anticipated to be rescheduled from its previous date
of December 2000. The new date that a proxy statement/prospectus relating to the
transactions will be mailed to each Series' shareholders is anticipated to be
determined by the Board of Trustees of the Fund at their next regularly
scheduled Board Meeting in November, 2000.
Under the terms of the proposal, shareholders of the Series would become
shareholders of Tax-Free Money Fund. Due to the nature of each Series, the
Tax-Free Money Fund and their respective portfolios, it is unclear whether the
proposed transfers will qualify as tax-free reorganizations for federal tax
purposes. However, it is anticipated that there will be no significant federal
tax consequences to either Series' shareholders as a result of the proposed
transfers. No sales charges would be imposed on the proposed transfers.
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As of August 24, 2000, the Fund no longer accepts orders to purchase or
exchange into shares of any class, except for (1) shareholders who have elected
to reinvest dividends and/or distributions, (2) current shareholders
participating in automatic investment plans and (3) purchases made through the
Autosweep or Advantage Account Program or any other money market sweep program.
The current exchange privilege of obtaining shares of other Prudential Mutual
Funds and the current redemption rights will remain in effect until the
transactions are consummated.
The investment objective of Tax-Free Money Fund is to seek the highest level
of current income that is exempt from federal income taxes, consistent with
liquidity and the preservation of capital.
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PRUDENTIAL MUTUAL FUNDS
-----------------------------
Supplement Dated November 3, 2000
The following information supplements the Prospectus of each of the Funds
listed below.
SPECIAL MEETING OF SHAREHOLDERS
On August 22, 2000, the Board of Trustees approved the proposals summarized
below. The proposals will be submitted for approval by shareholders of the Funds
(or their respective series) at a Special Meeting of Shareholders which is
currently anticipated to be held in the first half of 2001.
ELECTION OF TRUSTEES
ALL FUNDS. The Board of Trustees approved a proposal to elect Eugene C.
Dorsey, Delayne Dedrick Gold, Robert F. Gunia, Thomas T. Mooney, Stephen P.
Munn, David R. Odenath, Jr., Richard A. Redeker, John R. Strangfeld, Jr.,
Nancy H. Teeters and Louis A. Weil, as Trustees of each of the Funds.
HOW THE FUND IS MANAGED--MANAGER
ALL FUNDS. Prudential Investments Fund Management LLC (PIFM or the Manager)
manages each Fund's investment operations and is responsible for supervising the
Fund's subadviser, The Prudential Investment Corporation (Prudential
Investments). The Board of Trustees of each Fund approved an amendment to the
management contract with PIFM to provide PIFM with flexibility to select
additional investment advisers and allocate Fund assets to them for management.
Specifically, if shareholders approve the amended management contract, PIFM will
have the authority (1) to hire one or more additional investment advisers for a
Fund, subject to Board approval, and (2) to allocate and reallocate Fund assets
among such advisers and Prudential Investments.
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The Board also considered an amendment to the investment advisory contract
with Prudential Investments, which will be submitted to shareholders for their
approval. The proposed amendment provides that PIFM may increase or decrease,
without limitation, the allocation of Fund assets under the management of
Prudential Investments, and that Prudential Investments will be compensated only
with respect to assets allocated to its management.
The proposal to allow the Fund to employ other investment advisers without a
shareholder vote is subject to certain conditions. The first condition is that
Fund shareholders must approve this grant of authority to the Board of Trustees.
Second, this proposal may be implemented only if the Fund is permitted to rely
on an exemptive order previously issued by the Securities and Exchange
Commission or receives a new exemptive order authorizing the arrangement.
Subject to satisfaction of these two conditions, which cannot be assured, the
Manager would be permitted, with Board approval but without further shareholder
approval, to employ new investment advisers for a Fund, change the terms of a
Fund's investment advisory agreements or enter into new investment advisory
agreements with existing advisers. Shareholders would be notified of any changes
in advisers or of any material amendments to advisory agreements. Shareholders
of a Fund would continue to have the right to terminate an investment advisory
agreement for a Fund at any time by a vote of the majority of the outstanding
voting securities of the Fund.
BORROWING
ALL FUNDS. If approved by shareholders, each applicable Fund's investment
restriction regarding borrowing would be modified to allow borrowing of up to
33 1/3% of a Fund's total assets and to delete the requirement that such
borrowing can be made only from banks.
INVESTMENT IN SECURITIES OF OTHER INVESTMENT COMPANIES
ALL FUNDS. If approved by shareholders, each applicable Fund's investment
restriction regarding the purchase of shares of investment companies would be
modified to permit each Fund to invest in the shares of other registered
investment companies as permitted under applicable law or by an order of the
Commission. To the extent that a Fund does
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invest in securities of other investment companies, shareholders may be subject
to duplicate management and advisory fees.
SECURITIES LENDING
ALL FUNDS. If approved by shareholders, each applicable Fund's investment
restriction regarding securities lending would be modified to permit each Fund
to make loans of portfolio securities in amounts up to 33 1/3% of the Fund's
total assets and as permitted by an order of the Commission.
OTHER MATTERS
Shareholders of Connecticut Money Market Series, Massachusetts Series,
Massachusetts Money Market Series, North Carolina Series and Ohio Series, each a
series of Prudential Municipal Series Fund, are expected to vote on a proposal
to merge their Series into another Prudential mutual fund prior to the
shareholder meetings described above. If shareholders of these Series do not
approve the proposed merger, shareholders of those Series will likely be
solicited to vote on the matters described above under "SPECIAL MEETING OF
SHAREHOLDERS".
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Listed below are the names of the Prudential Mutual Funds and the dates of the
Prospectus to which this Supplement relates.
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NAME OF FUND PROSPECTUS DATE
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PRUDENTIAL CALIFORNIA MUNICIPAL FUND
California Series November 3, 2000
California Income Series November 3, 2000
California Money Market Series November 3, 2000
PRUDENTIAL MUNICIPAL SERIES FUND
Connecticut Money Market Series November 3, 2000
Florida Series November 3, 2000
Massachusetts Series November 3, 2000
Massachusetts Money Market Series November 3, 2000
New Jersey Series November 3, 2000
New Jersey Money Market Series November 3, 2000
New York Series November 3, 2000
New York Money Market Series November 3, 2000
North Carolina Series November 3, 2000
Ohio Series November 3, 2000
Pennsylvania Series November 3, 2000
</TABLE>
