PRUDENTIAL EQUITY INCOME FUND, DEFS14A, 1996-08-27

PRUDENTIAL EQUITY INCOME FUND
DEFS14A, 1996-08-27

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

PRUDENTIAL ALLOCATION FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
5) Total fee paid:

------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:

------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
3) Filing Party:

------------------------------------------------------------------------
4) Date Filed:

------------------------------------------------------------------------
<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

PRUDENTIAL EQUITY INCOME FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
5) Total fee paid:

------------------------------------------------------------------------
/x/ Fee paid previously with preliminary materials.

------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
3) Filing Party:

------------------------------------------------------------------------
4) Date Filed:

------------------------------------------------------------------------
<PAGE>
PRUDENTIAL MUTUAL FUNDS
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

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

August 22, 1996

Dear Shareholder:

Enclosed is a proxy statement asking you to vote in favor of several
proposals relating to the management and operation of your Fund.

Meetings of your Fund and of other Funds within the Prudential Mutual Fund
Complex are being held on October 30, 1996 to consider these proposals and to
transact any other business that may properly come before the meetings. In the
past, when we have solicited proxies for your Fund, we usually have enclosed a
proxy statement directed solely to the shareholders of your Fund. This time,
however, shareholders of several Funds are being asked to approve many of the
same proposals, so most of the information that must be included in a proxy
statement for your Fund needs to be included in a proxy statement for the other
Funds as well. Therefore, in order to save money for your Fund, one proxy
statement has been prepared for these Funds. This proxy statement contains
detailed information about each of the proposals relating to your Fund, and we
recommend that you read it carefully. However, we have also attached some
Questions and Answers that we hope will assist you in evaluating the proposals.

We have retained an outside proxy solicitation firm to assist us with any
necessary follow-up. If we have not received your vote as the meeting date
approaches, you may receive a telephone call from Shareholder Communications
Corporation to ask for your vote. We hope that their telephone call does not
inconvenience you.

You will receive a separate proxy statement and proxy card for each Fund
that you own. If you hold shares in more than one of the Funds or you have more
than one account holding Fund shares (E.G., an individual account AND an IRA),
you will receive multiple copies of this Proxy Statement and proxy cards for
each of your Fund accounts. Please vote each proxy card you receive.

Thank you for your attention to this matter and for your continuing
investment in the Prudential Mutual Funds.

Very truly yours,

/s/ RICHARD A. REDEKER
--------------------------------------
RICHARD A. REDEKER
PRESIDENT
Prudential Mutual Fund Management

PROXY CARDS FOR EACH OF YOUR FUNDS ARE ENCLOSED ALONG WITH THE PROXY
STATEMENT. PLEASE VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING EACH
ENCLOSED PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED. THE BOARD OF
YOUR FUND RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES FOR BOARD MEMBER AND
"FOR" EACH PROPOSAL.
<PAGE>
QUESTIONS AND ANSWERS

Q: WHAT IS THE PURPOSE OF THIS PROXY SOLICITATION?

A:The purpose of this proxy is to ask you to vote on three primary issues:

- to elect twelve Board members;

- for most Funds, to approve changes to your Fund's fundamental investment
restrictions; and

- to ratify the selection of your Fund's independent accountants for the
current year.

Q: WHY AM I RECEIVING PROXY INFORMATION ON FUNDS THAT I DO NOT OWN?

A:In the past, when we have solicited proxies for your Fund, we have generally
enclosed a proxy statement directed solely to the shareholders of one Fund.
This time, however, shareholders of several Funds are being asked to approve
many of the same proposals, so most of the information that must be included
in a proxy statement for your Fund needs to be included in a proxy statement
for the other Funds as well. Therefore, in order to save money for your Fund,
one proxy statement has been prepared for these Funds.

Q: WHY AM I RECEIVING MORE THAN ONE PROXY STATEMENT OR MORE THAN ONE MAILING?

A:You will receive a separate proxy statement for each Fund that you own. Also,
if you hold shares in more than one account, for example, in an individual
account AND in an IRA, you will receive multiple proxy statements. Each proxy
card should be voted and returned.

Q: WHY ARE YOU RECOMMENDING A NEW BOARD FOR THE FUNDS?

A:An advisory group comprised of independent directors and trustees of the
Prudential Mutual Funds, including a number of the existing Board members of
the Funds (the Advisory Group), assisted by representatives of Prudential
Mutual Fund Management, formed a corporate governance task force and
considered issues relating to the management and governance of the Funds. The
Advisory Group recommended to the Fund Boards, as part of an overall plan to
coordinate and enhance the efficiency of the operation of the Funds, that the
Prudential Mutual Funds should be restructured with fewer Boards in the
Complex. The Fund Boards adopted the recommendations of the Advisory Group and
nominated twelve individuals drawn primarily from existing Boards. Nine of the
individual Board nominees are independent of Prudential. Said differently, if
the Shareholders approve the proposal and the nominees are elected, more of
the Prudential Mutual Funds would have identical Board compositions than
presently is the case. The Boards believe that coordinated governance through
this Board restructuring will benefit each of the Funds.

Q: WILL THE PROPOSED CHANGES RESULT IN HIGHER MANAGEMENT FEES?

A:No. The management fees charged to each Fund will remain the same.

Q: WILL THE PROPOSED CHANGES RESULT IN HIGHER DIRECTORS' AND TRUSTEES' FEES?

A:It is anticipated that, on a Fund by Fund basis, Directors' and Trustees' fees
in the aggregate will not be higher than they are currently.

(ii)
<PAGE>
Q: WHAT ARE "FUNDAMENTAL" INVESTMENT RESTRICTIONS, AND WHY ARE THEY BEING
CHANGED?

A:A Fund's "fundamental" investment restrictions are limitations placed on a
Fund's investment policies that can be changed only by a shareholder
vote--EVEN IF THE CHANGES ARE MINOR. The law requires certain investment
policies to be designated as fundamental. Each Fund adopted a number of
fundamental investment restrictions either when the Fund was created or at a
later date, and some of those fundamental restrictions reflect regulatory,
business or industry conditions, practices or requirements that are no longer
in effect. Others reflect regulatory requirements that, while still in effect,
do not need to be classified as fundamental restrictions.

The Fund Boards believe that certain fundamental investment restrictions that
are not legally required should be eliminated and that other fundamental
restrictions should be modernized and made more uniform. The Boards believe
that the proposed changes to the Funds' fundamental investment restrictions
will provide greater flexibility.

Q: DO THE PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS MEAN THAT MY
FUND'S INVESTMENT OBJECTIVE IS BEING CHANGED?

A:None of the proposals would change the investment objective of any Fund,
except that Shareholders of Prudential Utility Fund are being asked to approve
a change in that Fund's investment objective.

Q: WHAT WILL BE THE EFFECT OF THE PROPOSED CHANGES TO MY FUND'S FUNDAMENTAL
RESTRICTIONS?

A:The Boards do not believe that the proposed changes to fundamental investment
restrictions will result at this time in a major restructuring of any Fund's
investment portfolio. The changes will allow each applicable Fund greater
flexibility to respond to investment opportunities. By making certain
investment policies and restrictions non-fundamental, the Board may make
changes in the future that it considers desirable without the necessity of a
Shareholder vote and without incurring additional expenses. A Shareholder vote
is not necessary for changes to non-fundamental investment policies or
restrictions.

Q: WHAT ARE MY BOARD'S RECOMMENDATIONS?

A:The Board of each Fund has recommended that you vote "FOR" the nominees for
Board Member and "FOR" each proposal that applies to your Fund.

THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT EACH
OF THE PROPOSALS RELATING TO YOUR FUND. PLEASE READ IT CAREFULLY.

(iii)
<PAGE>
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Enclosed you will find one or more proxy cards relating to each of the Funds
for which you are entitled to vote. Please indicate your voting instructions
on EACH of the enclosed proxy cards, date and sign them, and return them in
the envelope provided. IF YOU SIGN, DATE AND RETURN A PROXY CARD BUT GIVE NO
VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE NOMINEES FOR
DIRECTOR OR TRUSTEE NAMED IN THE ATTACHED PROXY STATEMENT AND "FOR" ALL
OTHER PROPOSALS INDICATED ON THE CARDS. In order to avoid the additional
expense to the Funds of further solicitation, we ask your cooperation in
mailing in your proxy cards promptly. Unless proxy cards are signed by the
appropriate persons as indicated in the instructions below, they will not be
voted.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:

<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- -------------------------------------------------------------------------- ----------------------------
<S> <C>
Corporate Accounts
(1) XYZ Corp.......................................................... XYZ Corp.
Jane L. Doe, Treasurer
(2) XYZ Corp.......................................................... Jane L. Doe, Treasurer
(3) XYZ Corp. c/o Jane L. Doe, Treasurer.............................. Jane L. Doe
(4) XYZ Corp. Profit Sharing Plan..................................... Jane L. Doe, Trustee

Partnership Accounts
(1) The ABC Partnership............................................... Robert Fogg, Partner
(2) Fogg and Hale, Limited Partnership................................ Robert Fogg, General Partner

Trust Accounts
(1) ABC Trust Account................................................. William X. Smith, Trustee
(2) Ron F. Anderson, Trustee u/t/d 12/28/78........................... Ron F. Anderson

Custodial or Estate Accounts
(1) Katherine T. John, Cust. F/b/o Albert T. John, Jr. UGMA/UTMA..... Katherine T. John
(2) Estate of Katherine T. John....................................... Albert T. John, Executor
</TABLE>

(iv)
<PAGE>
PRUDENTIAL ALLOCATION FUND
PRUDENTIAL EQUITY FUND, INC.
PRUDENTIAL EQUITY INCOME FUND
PRUDENTIAL GLOBAL LIMITED MATURITY FUND, INC.
PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
PRUDENTIAL JENNISON FUND, INC.
PRUDENTIAL MULTI-SECTOR FUND, INC.
PRUDENTIAL SMALL COMPANIES FUND, INC.
PRUDENTIAL UTILITY FUND, INC.
THE GLOBAL GOVERNMENT PLUS FUND, INC
THE GLOBAL TOTAL RETURN FUND, INC.
---------------------

ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
------------------------

NOTICE OF
JOINT SPECIAL AND ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 30, 1996
------------------------

TO THE SHAREHOLDERS:

Joint meetings of the shareholders of each of the above-listed investment
companies (Funds) will be held at One Seaport Plaza, 199 Water Street, 35th
Floor, New York, New York, on October 30, 1996 at 9:00 a.m., Eastern time, for
the purpose of considering the following proposals with respect to the Funds:

(1) For each Fund, to elect twelve members to its Board of
Directors or Trustees.

(2) For Prudential Equity Fund, Inc., Prudential Equity Income
Fund, Prudential Intermediate Global Income Fund, Inc., Prudential
Jennison Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential
Small Companies Fund, Inc. and Prudential Utility Fund, Inc., to approve
certain changes to each Fund's fundamental investment policies or
restrictions.

(3) For each Fund, except Prudential Allocation Fund, to ratify the
selection of independent accountants for such Fund's current fiscal
year.

(4) For each Fund, to transact such other business as may properly
come before the meeting and any adjournments thereof.

For Prudential Equity Fund, Inc., Prudential Global Limited Maturity Fund,
Inc., Prudential Intermediate Global Income Fund, Inc., Prudential Jennison
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Small Companies Fund,
Inc., Prudential Utility Fund, Inc., The Global Government Plus Fund, Inc. and
The Global Total Return Fund, Inc., the meetings will be the Funds' annual
meetings. For Prudential Allocation Fund and Prudential Equity Income Fund, the
meetings are special meetings.

You are entitled to vote at the meetings, and at any adjournments thereof,
of each Fund in which you owned shares at the close of business on August 9,
1996. If you attend the meetings, you may vote your shares in person. IF YOU DO
NOT EXPECT TO ATTEND THE MEETINGS, PLEASE COMPLETE, DATE, SIGN AND RETURN EACH
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.

By order of the Boards.
S. JANE ROSE
SECRETARY

August 22, 1996

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY(S) IN THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.

<PAGE>
PRUDENTIAL ALLOCATION FUND
PRUDENTIAL EQUITY FUND, INC.
PRUDENTIAL EQUITY INCOME FUND
PRUDENTIAL GLOBAL LIMITED MATURITY FUND, INC.
PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
PRUDENTIAL JENNISON FUND, INC.
PRUDENTIAL MULTI-SECTOR FUND, INC.
PRUDENTIAL SMALL COMPANIES FUND, INC.
PRUDENTIAL UTILITY FUND, INC.
THE GLOBAL GOVERNMENT PLUS FUND, INC.
THE GLOBAL TOTAL RETURN FUND, INC.
------------------------

ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(800) 225-1852

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

PROXY STATEMENT
JOINT SPECIAL AND ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1996
------------------------

This proxy statement is being furnished to holders of Shares of each of the
above-listed investment companies (Funds) in connection with the solicitation by
their respective Boards of proxies to be used at joint meetings (Meetings) of
Shareholders to be held at One Seaport Plaza, 199 Water Street, 35th Floor, New
York, New York on October 30, 1996, at 9:00 a.m., Eastern time, or any
adjournment or adjournments thereof. For Prudential Equity Fund, Inc.,
Prudential Global Limited Maturity Fund, Inc., Prudential Intermediate Global
Income Fund, Inc., Prudential Jennison Fund, Inc., Prudential Multi-Sector Fund,
Inc., Prudential Small Companies Fund, Inc., Prudential Utility Fund, Inc., The
Global Government Plus Fund, Inc. and The Global Total Return Fund, Inc., the
Meetings are the Funds' Annual Meetings of Shareholders. For Prudential
Allocation Fund and Prudential Equity Income Fund, the Meetings are Special
Meetings. This proxy statement is being first mailed to Shareholders on or about
August 26, 1996.

Each Fund is a registered, management investment company under the
Investment Company Act of 1940, as amended (the Investment Company Act), and is
organized as a Maryland corporation, except for Prudential Allocation Fund and
Prudential Equity Income Fund, which are organized as Massachusetts business
trusts. Each Fund's shares of common stock, in the case of Maryland
corporations, or shares of beneficial interest, in the case of Massachusetts
business trusts, are referred to as "Shares," and the holders of the Shares are
"Shareholders"; each Fund's board of directors or trustees is referred to as a
"Board," and the directors or trustees are "Board Members" or "Directors" or
"Trustees," as the case may be. A listing of the formal name for each Fund, the
abbreviated name for each Fund that is used in this proxy statement and the
proposals applicable to each Fund are set forth below.

<TABLE>
<CAPTION>
PROPOSALS
ABBREVIATED NAME USED IN APPLICABLE
FUND NAME THIS PROXY STATEMENT TO FUND
- ----------------------------------------------------------------------- --------------------------- -----------
<S> <C> <C>
Prudential Allocation Fund............................................. Allocation 1
Prudential Equity Fund, Inc............................................ Equity 1, 2 and 3
Prudential Equity Income Fund.......................................... Equity Income 1, 2 and 3
Prudential Global Limited Maturity Fund, Inc........................... Global Limited Maturity 1 and 3
Prudential Intermediate Global Income Fund, Inc........................ Intermediate Global 1, 2 and 3
Prudential Jennison Fund, Inc.......................................... Jennison 1, 2 and 3
Prudential Multi-Sector Fund, Inc...................................... Multi-Sector 1, 2 and 3
Prudential Small Companies Fund, Inc................................... Small Companies 1, 2 and 3
(formerly Prudential Growth Opportunity Fund, Inc.)
Prudential Utility Fund, Inc........................................... Utility 1, 2 and 3
The Global Government Plus Fund, Inc................................... Global Government 1 and 3
The Global Total Return Fund, Inc...................................... Global Total Return 1 and 3
</TABLE>

1
<PAGE>

Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, serves as the Funds' Manager under a management
agreement with each Fund (the Management Agreement). Investment advisory
services are provided to each Fund (except Jennison) by PMF through its
affiliate, The Prudential Investment Corporation (PIC), Prudential Plaza,
Newark, New Jersey 07102, under a Subadvisory Agreement. Investment advisory
services are provided to Jennison by PMF through its affiliate, Jennison
Associates Capital Corp. (Jennison Associates), 466 Lexington Avenue, New York,
New York 10017, under a Subadvisory Agreement. PIC and Jennison Associates are
referred to herein as the Subadviser, as appropriate. PMF, PIC and Jennison
Associates are subsidiaries of The Prudential Insurance Company of America
(Prudential) and are part of Prudential's Money Management Group. Prudential
Securities Incorporated (Prudential Securities), One Seaport Plaza, New York,
New York 10292, serves as the distributor of the Funds' shares. The Funds'
transfer agent is Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza
One, Edison, New Jersey 08837. As of June 30, 1996, PMF served as the manager to
39 open-end investment companies and as manager or administrator to 22
closed-end investment companies with aggregate assets of more than $52 billion.
As part of a corporate restructuring, PMF intends to reorganize as a limited
liability company on or before December 31, 1996. This reorganization will have
no impact on the provision of services to the Funds. This reorganization will
not result in a change in management or control within the meaning of the
Investment Company Act and does not require Shareholder approval. Each Fund has
a Board of Directors or Trustees which, in addition to overseeing the actions of
the Fund's Manager and Subadviser, decides upon matters of general policy.

VOTING INFORMATION

For each Fund, the presence, in person or by proxy, of a majority of the
Shares of the Fund outstanding and entitled to vote will constitute a quorum for
the transaction of business at the Meetings.

If a quorum is not present at a Meeting, or if a quorum is present at that
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any adjournment will require the
affirmative vote of a majority of those Shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR any proposal in favor of the adjournment and will
vote those proxies required to be voted AGAINST any proposal against the
adjournment. A Shareholder vote may be taken on one or more of the proposals in
this proxy statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.

If a proxy that is properly executed and returned is accompanied by
instructions to withhold authority to vote (an abstention) or represents a
broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote Shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), the Shares represented
thereby, with respect to matters to be determined by a majority or plurality of
the votes cast on such matters, will be considered present for purposes of
determining the existence of a quorum for the transaction of business, but, not
being cast, will have no effect on the outcome of such matters. With respect to
matters requiring the affirmative vote of a specified percentage of the total
Shares outstanding, an abstention or broker non-vote will be considered present
for purposes of determining a quorum but will have the effect of a vote against
such matters. Accordingly, abstentions and broker non-votes will have no effect
on Proposals Nos. 1 and 3, for which the required vote is a plurality or
majority of the votes cast, but effectively will be a vote against adjournment
and against Proposal No. 2, which requires approval of a majority of the
outstanding voting securities under the Investment Company Act.

The individuals named as proxies on the enclosed proxy cards will vote in
accordance with your direction as indicated thereon, if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If your card is properly executed and you give no voting
instructions, your Shares will be voted FOR the nominees named herein for the
Board of the Fund to which the proxy card relates and FOR the remaining
proposals described in this proxy statement and referenced on the proxy card. If
any nominee for the Fund Boards should withdraw or otherwise become unavailable
for election, your Shares will be voted in favor of such other nominee or
nominees as management may recommend. You

2
<PAGE>
may revoke any proxy card by giving another proxy or by letter or telegram
revoking the initial proxy. To be effective, your revocation must be received by
the Fund prior to the related Meeting and must indicate your name and account
number. In addition, if you attend a Meeting in person you may, if you wish,
vote by ballot at that Meeting, thereby canceling any proxy previously given.

The close of business on August 9, 1996 has been fixed as the record date
for the determination of Shareholders entitled to notice of, and to vote at, the
Meetings. Information as to the number of outstanding Shares for each Fund as of
the record date is set forth below:

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
CLASS A CLASS B CLASS C CLASS Z TOTAL NUMBER
SHARES SHARES SHARES SHARES OF SHARES
FUND OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING
- --------------------------------------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Prudential Allocation Fund
Balanced Portfolio................... 22,056,230 35,568,442 309,248 343,724 58,277,644
Strategy Portfolio................... 8,315,373 19,409,150 61,480 N/A 27,786,003
Prudential Equity Fund, Inc............ 71,358,558 144,091,807 2,320,064 7,219,032 224,989,461
Prudential Equity Income Fund.......... 63,046,818 20,972,144 513,009 2,837,559 87,369,530
Prudential Global Limited Maturity
Fund, Inc............................. 7,144,793 6,597,948 93 N/A 13,742,834
Prudential Intermediate Global Income
Fund, Inc............................. 19,772,380 1,786,080 14,475 N/A 21,572,935
Prudential Jennison Fund, Inc.......... 8,042,071 20,438,070 1,401,410 1,223,657 31,105,208
Prudential Multi-Sector Fund, Inc...... 15,390,098 16,876,976 370,847 1,416,808 34,054,729
Prudential Small Companies Fund,
Inc................................... 15,098,855 26,279,187 279,751 4,490,599 46,148,392
Prudential Utility Fund, Inc........... 202,772,175 173,749,673 435,994 3,040,946 379,998,788
The Global Government Plus Fund,
Inc................................... 18,737,136 3,721 1,518 N/A 18,742,375
The Global Total Return Fund, Inc...... 30,934,273 5,262 24 N/A 30,939,559
</TABLE>

None of the items on the agenda require separate voting by class. Each share
of each class is entitled to one vote. To the knowledge of management, the
executive officers and Board Members of each Fund, as a group, owned less than
1% of the outstanding Shares of each Fund as of August 9, 1996. A listing of
persons who owned beneficially 5% or more of the Shares of any Fund as of August
9, 1996 is contained in Appendix I.

COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS OR ARE
ENCLOSED WITH THIS PROXY STATEMENT. SHAREHOLDERS OF ANY FUND MAY OBTAIN WITHOUT
CHARGE ADDITIONAL COPIES OF A FUND'S ANNUAL AND SEMI-ANNUAL REPORTS BY WRITING
THE FUND AT ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292, OR BY CALLING
1-800-225-1852 (TOLL FREE).

Each full Share of each Fund outstanding is entitled to one vote, and each
fractional Share of each Fund outstanding is entitled to a proportionate share
of one vote, with respect to each matter to be voted upon by the Shareholders of
that Fund. Information about the vote necessary with respect to each proposal is
discussed below in connection with the proposal.

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

ELECTION OF DIRECTORS OR TRUSTEES
PROPOSAL NO. 1

RELEVANT FUNDS. All Funds.

DISCUSSION: The Board of each Fund has acted to expand its membership and
has nominated the twelve individuals identified below for election to the
related Fund's Board at its Meeting. Under Proposal

3
<PAGE>

No. 1, Shareholders of each Fund are being asked to vote on those nominees.
Pertinent information about each nominee is set forth in the listing below and
in Exhibits A through D hereto. Each nominee has indicated a willingness to
serve if elected. If elected, each nominee will hold office until the earlier to
occur of the next meeting of Shareholders at which Board Members are elected and
until their successors are elected and qualified or until their terms expire in
accordance with the Funds' retirement policy. The Funds do not intend to hold
annual meetings of shareholders unless the election of Directors or Trustees is
required under the Investment Company Act. Accordingly, Board Members elected at
the Meeting will serve for a term of unlimited duration until their terms expire
in accordance with the Funds' retirement policy or until the next meeting of
shareholders, whichever is earlier. The Funds' retirement policy generally calls
for the retirement of Directors or Trustees on December 31 of the year in which
they reach the age of 72, except that there is a phase-in period for Board
Members who were 68 and older as of December 31, 1993. Under this phase-in
period, such Board Members will retire on or before December 31, 1999.

The increase in the size of the Boards and the nomination of a single group
of nominees to serve as the Board Members for each Fund reflects an overall plan
to coordinate and enhance the efficiency of the governance of the Funds and of
certain other investment companies that are part of the Prudential Mutual Fund
Complex. This plan was developed by an advisory group of current Board Members
who are not "interested persons" of the Funds, as defined in the Investment
Company Act (independent Board Members), with the assistance of representatives
of PMF, who formed a corporate governance task force. The Advisory Group
considered various matters related to the management and governance of the Funds
and made recommendations to the Boards, including proposals concerning the
number of mutual fund boards, the size and composition of such Boards,
retirement policies and related matters. These proposals were adopted by the
Boards at meetings in November 1995 and during the first quarter of 1996, and
are summarized below. The Boards acted in 1996 to establish the size of the
Boards at twelve. The nominees for independent Board memberships were selected
by the nominating committees of the Board of each Fund. With the exception of
the nominations for Board membership, which are the subject of Proposal No. 1,
no Shareholder action is required with respect to the Advisory Group
recommendations. If all nominees are elected, some Funds will have more Board
Members than they currently have. Notwithstanding this increase in the number of
Board Members, it is anticipated that, on a Fund by Fund basis, Directors' and
Trustees' fees in the aggregate will not be higher for the most part than they
currently are. Board fees are reviewed periodically by each Fund's Board and may
be changed in the future.

The Boards believe that coordinated governance through this Board
restructuring will benefit each of the Funds. Despite some recent
consolidations, the Prudential Mutual Fund Complex has grown substantially in
size in the years since many of the current Boards were created. This growth has
been due to the creation of new Funds intended to serve a wide variety of
investment needs. The Advisory Group concluded that the Prudential Mutual Fund
Complex would operate more efficiently and economically with fewer boards. The
Prudential Mutual Fund Complex currently includes over 70 portfolios of open-end
and closed-end funds having a wide variety of investment objectives and policies
with over 12 different boards (clusters). The Advisory Group recommended that
the number of Board clusters be reduced from the present level to four. The
proposed Board cluster covered by this proxy statement would include domestic
equity and global debt funds. The other Board clusters would focus on other
types of investments. The Boards believe that the Funds will benefit from having
Board Members focus on the issues relating to these types of Funds and to
investing in these types of securities. The Boards believe that greater
efficiencies would result through the holding of joint Board and Shareholder
meetings. Coordinated governance within the Prudential Mutual Fund Complex also
will reduce the possibility that separate Boards might arrive at conflicting
decisions regarding the operation and management of the Funds.

The Boards also believe that the Funds will benefit from the diversity and
experience of the nominees that would comprise the restructured Boards. These
nominees have had distinguished careers in business, finance, government and
other areas and will bring a wide range of expertise to the Boards. Nine of the
twelve nominees have no affiliation with PMF, Prudential Securities or
Prudential and would be independent Board Members. Independent Board Members are
charged with special responsibilities, among other things, to approve advisory,
distribution and similar agreements between the Funds and management.

4
<PAGE>

Currently, they also constitute the members of the Boards' audit and nominating
committees. In the course of their duties, Board Members must review and
understand large amounts of financial and technical material and must be willing
to devote substantial amounts of time to their duties. Due to the demands of
service on the Boards, independent nominees may need to reject other attractive
opportunities. Each of the independent nominees already serves as an independent
Board Member for one or more funds within the Prudential Mutual Fund Complex and
understands the operations of the complex.

As recommended by the Advisory Group, the compensation paid to independent
Board Members will change. The Advisory Group has recommended that, initially,
under the new structure, each independent Board Member be paid annual fees in
the aggregate of $45,000 for this Fund cluster. There will be no additional
compensation for serving on committees or for attending meetings. For the most
part, on a Fund by Fund basis, Directors' and Trustees' fees in the aggregate
will not be higher than they are currently. Board Members affiliated with PMF,
Prudential Securities or their affiliates will continue to receive no
compensation from any Fund. Board Members will continue to be reimbursed for any
expenses incurred in attending meetings and for other incidental expenses. The
Board fees per Fund and per cluster are subject to the approval of the new
Boards upon their election; Shareholders are not being asked to vote on these
fees. Thereafter, Board fees may be reviewed periodically by each Fund's Board.

The following table shows (i) the compensation paid by each Fund to each
Board Member and nominee for the most recent fiscal year and (ii) the
compensation paid by the Prudential Mutual Fund Complex to each Board Member and
nominee for the calendar year ended December 31, 1995. Interested Board Members
do not receive any compensation from the Funds.

<TABLE>
<CAPTION>
COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GLOBAL
BOARD MEMBERS AND EQUITY LIMITED INTERMEDIATE SMALL
NOMINEES ALLOCATION EQUITY INCOME MATURITY GLOBAL JENNISON MULTI-SECTOR COMPANIES UTILITY
- ------------------------- ---------- ------ ------ -------- ------------ -------- ------------ --------- -------
Beach, Edward D.......... $8,500 $7,500 $7,500 -- -- -- $7,500 -- --
Dorsey, Eugene C*........ -- $7,500 -- -- -- $7,500 -- -- --
Eyre, Stephen C*......... -- -- -- $10,000 -- -- -- -- --
Fortune, Robert R.*...... -- -- -- -- -- -- -- -- $ 9,000
Gold, Delayne D.......... -- $7,500 -- $10,000 -- -- -- $6,200 $ 9,000
Gunia, Robert F.(1)...... -- -- -- -- -- -- -- -- --
Hauspurg, Arthur*........ -- -- -- -- -- -- -- $6,000 --
Hoff, Don G.*............ -- -- -- $10,000 -- -- -- -- --
Jacobs, Jr., Harry A.
(1)...................... -- $ 0 -- $ 0 -- -- -- -- $ 0
Knafel, Sidney R*........ -- -- -- $10,000 -- -- -- -- --
LaBlanc, Robert E.*...... -- -- -- $10,000 -- -- -- -- --
Lennox, Donald D......... $8,500 -- $7,500 -- -- -- $7,500 -- --
McCorkindale, Douglas
H........................ $8,500 -- $7,500 -- -- -- $7,500 -- --
Melzer, Mendel A.(1)..... -- -- -- -- -- -- -- -- --
Mooney, Thomas T......... $8,500 $7,500 $7,500 -- -- -- $7,500 -- --
Munn, Stephen P.......... -- -- -- -- -- -- -- $6,000 --
O'Brien, Thomas H.*...... -- $7,500 -- -- -- -- -- -- --
Owens, Jr., Thomas A.*... -- -- -- $10,000 $7,500 -- -- -- $ 9,000
Redeker, Richard A.(1)... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Sandberg, Sir Michael*... -- -- -- -- -- -- -- -- --
Smith, Robin B........... -- -- -- -- -- $7,500 -- -- --
Stahl, Gerald A.*........ -- -- -- -- $7,500 -- -- -- --
Stoneburn, Stephen*...... -- -- -- -- $7,500 -- -- -- --
Teeters, Nancy H.*....... -- $7,500 -- -- -- -- -- -- --
Weil, III, Louis A. ..... $8,500 -- $7,500 -- -- -- $7,500 $6,000 --
Wellington, Robert H.*... -- -- -- -- $7,500 -- -- -- --
Welshans, Merle T*....... -- -- -- -- -- -- -- -- $ 9,000
Whitehead, Clay T........ -- -- -- $10,000 -- -- -- -- --

<S> <C> <C> <C>
TOTAL 1995
COMPENSATION
PAID TO
BOARD
MEMBERS FROM
GLOBAL FUNDS AND
BOARD MEMBERS AND GLOBAL TOTAL FUND
NOMINEES GOVERNMENT RETURN COMPLEX (2)
- ------------------------- ---------- ------- ------------
Beach, Edward D.......... $18,750 $18,500 $183,500(22/43)+
Dorsey, Eugene C*........ -- -- $ 85,783(10/34)+
Eyre, Stephen C*......... -- -- $ 41,000(4/5)+
Fortune, Robert R.*...... -- -- $ 20,250(3/3)+
Gold, Delayne D.......... -- -- $183,250(24/45)+
Gunia, Robert F.(1)...... -- -- --
Hauspurg, Arthur*........ -- -- $ 37,500(5/7)+
Hoff, Don G.*............ -- -- $ 50,625(5/6)+
Jacobs, Jr., Harry A.
(1)...................... $ 0 $ 0 $ 0
Knafel, Sidney R*........ -- -- $ 35,500(4/5)+
LaBlanc, Robert E.*...... -- -- $ 35,500(4/5)+
Lennox, Donald D......... $18,750 -- $ 86,250(10/22)+
McCorkindale, Douglas
H........................ $18,750 -- $ 63,750(7/10)+
Melzer, Mendel A.(1)..... -- -- --
Mooney, Thomas T......... $18,750 $18,500 $125,625(14/19)+
Munn, Stephen P.......... -- -- $ 39,375(6/8)+
O'Brien, Thomas H.*...... -- -- $ 44,000(6/24)+
Owens, Jr., Thomas A.*... -- -- $ 87,000(12/13)+
Redeker, Richard A.(1)... $ 0 $ 0 $ 0
Sandberg, Sir Michael*... -- $18,500 $ 22,000(2/2)+
Smith, Robin B........... -- $18,500 $100,741(10/19)+
Stahl, Gerald A.*........ -- -- $ 11,875(2/2)+
Stoneburn, Stephen*...... -- -- $ 44,875(7/7)+
Teeters, Nancy H.*....... -- $18,500 $107,500(13/31)+
Weil, III, Louis A. ..... $18,750 -- $ 93,750(11/16)+
Wellington, Robert H.*... -- -- $ 19,000(3/3)+
Welshans, Merle T*....... -- -- $ 16,500(3/3)+
Whitehead, Clay T........ -- -- $ 35,500(4/5)+
</TABLE>

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

* Indicates Board Member who is not standing for re-election to this cluster.

+ Indicates number of funds/portfolios in Fund Complex (including the Fund) to
which aggregate compensation relates.

(1) Richard A. Redeker and Harry A. Jacobs, Jr., who are "interested" Board
Members, do not receive compensation from the Funds. Mr. Jacobs is not
standing for re-election. Messrs. Gunia and Melzer are not current Board
Members.

(2) No fund within the Fund Complex has a bonus, pension, profit sharing or
retirement plan.

5
<PAGE>

In connection with the Advisory Group recommendations for a restructuring of
the Prudential Mutual Fund Boards, PMF offered to pay from its own resources a
one-time retirement package to the independent Board Members. The purpose of the
one-time retirement package was to reduce the overall number of Board Members in
the Prudential Mutual Fund Complex. The retirement package would be equal to
twice the current aggregate Board fees but not to exceed $75,000 per
Director/Trustee plus $2,000 for every year of service in excess of ten years.
Retirement would be effective in late 1996 or early 1997 after the Shareholder
Meetings. On a complex-wide basis, fourteen independent Board Members have
accepted this offer and are not standing for re-election to any Fund's Board. On
a complex-wide basis, there will be seventeen Board Members who are not
affiliated with PMF or Prudential Securities standing for re-election to one or
more of the four Fund clusters.

Board Members may elect to receive their Directors' or Trustees' fees
pursuant to a deferred fee agreement with each Fund. Under the terms of the
agreement, the Fund accrues daily the amount of such Board Member's fee in
installments 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 exemptive order of the Securities and Exchange
Commission (SEC), at the daily rate of return of the applicable Fund. Payment of
the interest so accrued is also deferred and accruals become payable at the
option of the Board Member. The Fund's obligation to make payments of deferred
Directors' and Trustees' fees, together with interest thereon, is a general
obligation of the Fund.

The nominees for election as Board Members, their ages and a description of
their principal occupations are listed below. Further information about the
nominees or current Board Members standing for reelection is set forth in
Exhibits A and B. A table indicating each nominee's ownership of Fund Shares is
attached as Exhibit B.

NAME, AGE, BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS AND DIRECTORSHIPS.

EDWARD D. BEACH (71), President and Director of BMC Fund, Inc., a
closed-end investment company; prior thereto, Vice Chairman of Broyhill
Furniture Industries, Inc.; Certified Public Accountant; Secretary and Treasurer
of Broyhill Family Foundation, Inc.; Member of the Board of Trustees of Mars
Hill College; President and Director of First Financial Fund, Inc. and The High
Yield Plus Fund, Inc.; President and Director of Global Utility Fund, Inc.;
Director of The Global Government Plus Fund, Inc., The Global Total Return Fund,
Inc., Prudential Equity Fund, Inc., Prudential Global Genesis Fund, Inc.,
Prudential Government Income Fund, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Natural Resources Fund, Inc. and
Prudential Special Money Market Fund, Inc.; Trustee of The BlackRock Government
Income Trust, Command Government Fund, Command Money Fund, Command Tax-Free
Fund, Prudential Allocation Fund, Prudential California Municipal Fund,
Prudential Equity Income Fund, Prudential Municipal Bond Fund and Prudential
Municipal Series Fund.

DELAYNE DEDRICK GOLD (58), Marketing and Management Consultant; Director of
Prudential Distressed Securities Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Global Limited Maturity Fund, Inc., Prudential Government Income
Fund, Inc., Prudential High Yield Fund, Inc., Prudential MoneyMart Assets, Inc.,
Prudential Mortgage Income Fund, Inc., Prudential National Municipals Fund,
Inc., Prudential Pacific Growth Fund, Inc., Prudential Small Companies Fund,
Inc., Prudential Special Money Market Fund, Inc., Prudential Structured Maturity
Fund, Inc., Prudential Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc.
and Prudential World Fund, Inc.; Trustee of The BlackRock Government Income
Trust, Command Government Fund, Command Money Fund, Command Tax-Free Fund,
Prudential California Municipal Fund, Prudential Government Securities Trust and
Prudential Municipal Series Fund.

6
<PAGE>
*ROBERT F. GUNIA (49), Director, Chief Administrative Officer, Executive
Vice President, Treasurer and Chief Financial Officer of PMF; Comptroller of the
Money Management Group of Prudential (since 1996); Senior Vice President of
Prudential Securities; Vice President and Director of Nicholas-Applegate Fund,
Inc. and The Asia Pacific Fund, Inc.

DONALD D. LENNOX (77), Chairman (since February 1990) and Director (since
April 1989) of International Imaging Materials, Inc.(thermal transfer ribbon
manufacturer); Retired Chairman, Chief Executive Officer and Director of
Schlegel Corporation (industrial manufacturing) (March 1987 - February 1989);
Director of Gleason Corporation, Personal Sound Technologies, Inc., The Global
Government Plus Fund, Inc., The High Yield Income Fund, Inc., Prudential Global
Genesis Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Multi-Sector Fund, Inc. and Prudential Natural Resources Fund, Inc.;
Trustee of Prudential Allocation Fund, Prudential Equity Income Fund, Prudential
Municipal Bond Fund and The Target Portfolio Trust.

DOUGLAS H. MCCORKINDALE (57), Vice Chairman, Gannett Co. Inc. (publishing
and media) (since March 1984); Director of Gannett Co. Inc., Frontier
Corporation, Continental Airlines, Inc., The Global Government Plus Fund, Inc.,
Prudential Distressed Securities Fund, Inc., Prudential Global Genesis Fund,
Inc., Prudential Multi-Sector Fund, Inc. and Prudential Natural Resources Fund,
Inc.; Trustee of Prudential Allocation Fund, Prudential Equity Income Fund and
Prudential Municipal Bond Fund.

*MENDEL A. MELZER (35), Chief Financial Officer (since November 1995) of
the Money Management Group of Prudential; formerly 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); Senior Vice President of Prudential Capital Corporation (July 1989
- -April 1991); Chairman and Director of Prudential Series Fund, Inc.

THOMAS T. MOONEY (54), President of the Greater Rochester Metro Chamber of
Commerce; former Rochester City Manager; Trustee of Center for Governmental
Research, Inc.; Director of Blue Cross of Rochester, Monroe County Water
Authority, Rochester Jobs, Inc., Executive Service Corps of Rochester, Monroe
County Industrial Development Corporation, Northeast Midwest Institute, The
Business Council of New York State, First Financial Fund, Inc., The Global
Government Plus Fund, Inc., The Global Total Return Fund, Inc., The Global Total
Return Fund, Inc., Global Utility Fund, Inc., The High Yield Plus Fund, Inc.,
Prudential Distressed Securities Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Global Genesis Fund, Inc., Prudential Government Income Fund, Inc.,
Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc. and
Prudential Natural Resources Fund, Inc.; Trustee of Prudential Allocation Fund,
Prudential California Municipal Fund, Prudential Equity Income Fund, Prudential
Municipal Bond Fund and Prudential Municipal Series Fund.

STEPHEN P. MUNN (54), Chairman (since January 1994), Director and President
(since 1988) and Chief Executive Officer (1988 - December 1993) of Carlisle
Companies Incorporated (manufacturer of industrial products); Director of
Prudential Distressed Securities Fund, Inc., Prudential Government Securities
Trust, Prudential High Yield Fund, Inc., Prudential National Municipals Fund,
Inc., Prudential Small Companies Fund, Inc. and Prudential Tax-Free Money Fund,
Inc.

* RICHARD A. REDEKER (53), President, Chief Executive Officer and Director
(since October 1993) of PMF; Executive Vice President, Director and Member of
the Operating Committee (since October 1993), Prudential Securities; Director
(since October 1993) of Prudential Securities Group, Inc; formerly Senior
Executive Vice President and Director of Kemper Financial Services, Inc.
(September 1978 - September 1993); Director of The Global Government Plus Fund,
Inc., The Global Total Return Fund, Inc., Global Utility Fund, Inc., The High
Yield Income Fund, Inc., Prudential Distressed Securities Fund, Inc., Prudential
Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Europe
Growth Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Government Income Fund, Inc., Prudential
High Yield Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential

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

* Is or will be an "interested" Director or Trustee, as defined in the
Investment Company Act, by reason of his affiliation with PMF, Prudential
Securities or Prudential.

7
<PAGE>

Intermediate Global Income Fund, Inc., Prudential Jennison Fund, Inc.,
Prudential MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential National Municipals Fund, Inc.,
Prudential Natural Resources Fund, Inc., Prudential Pacific Growth Fund, Inc.,
Prudential Small Companies Fund, Inc., Prudential Special Money Market Fund,
Inc., Prudential Structured Maturity Fund, Inc., Prudential Tax-Free Money Fund,
Inc., Prudential Utility Fund, Inc. and Prudential World Fund, Inc.; Trustee of
Command Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
Allocation Fund, Prudential California Municipal Fund, Prudential Equity Income
Fund, Prudential Government Securities Trust, Prudential Municipal Bond Fund,
Prudential Municipal Series Fund and The Target Portfolio Trust.**

ROBIN B. SMITH (57), Chairman (since August 1996) and Chief Executive
Officer (since January 1988), formerly President (September 1981 - August 1996)
of Publishers Clearing House; Director of BellSouth Corporation, The Omnicom
Group, Inc., Texaco Inc., Spring Industries Inc., First Financial Fund, Inc.,
The Global Total Return Fund Inc., The High Yield Income Fund, Inc., The High
Yield Plus Fund, Inc., Global Utility Fund, Inc., Prudential Distressed
Securities Fund, Inc., Prudential Diversified Bond Fund, Inc., Prudential Europe
Growth Fund, Inc., Prudential Jennison Fund, Inc. and Prudential Institutional
Liquidity Portfolio, Inc.; Trustee of The Target Portfolio Trust.

LOUIS A. WEIL, III (55), President and Chief Executive Officer (since
January 1996) and Director (since September 1991) of Central Newspapers, Inc.;
Chairman of the Board (since January 1996), Publisher and Chief Executive
Officer (August 1991 - December 1995) of Phoenix Newspapers, Inc.; formerly
Publisher of Time Magazine (May 1989 - March 1991); formerly President,
Publisher & CEO of The Detroit News (February 1986 - August 1989); formerly
member of the Advisory Board, Chase Manhattan Bank-Westchester; and Director of
The Global Government Plus Fund, Inc., Prudential Distressed Securities Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential High Yield Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential National Municipals Fund, Inc.,
Prudential Natural Resources Fund, Inc., Prudential Small Companies Fund, Inc.
and Prudential Tax-Free Money Fund, Inc.; Trustee of Prudential Allocation Fund,
Prudential Equity Income Fund, Prudential Government Securities Trust and
Prudential Municipal Bond Fund.

CLAY T. WHITEHEAD (57), President of National Exchange Inc. (new business
development firm) (since May 1983); Director of Prudential Distressed Securities
Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Pacific
Growth Fund, Inc. and Prudential World Fund, Inc.

Each Fund has a Nominating Committee and an Audit Committee, the members of
which are the independent Board Members. The Audit Committee makes
recommendations to the Board with respect to the engagement of independent
accountants and reviews with the independent accountants the plan and results of
the audit engagement and matters having a material effect upon the Fund's
financial operations. The Nominating Committee makes recommendations to the
Board with respect to candidates for election as Board Members. The Nominating
Committee does not consider nominees recommended by Shareholders to fill
vacancies on the Board. Information about the number of Board and Committee
meetings held during the most recent fiscal year ended for each Fund is included
in Exhibit C. Information concerning Fund officers is set forth in Exhibit D.

REQUIRED VOTE. The nominees receiving the affirmative vote of a majority of
the votes cast for the election of Board Members will be elected, provided a
quorum is present.

EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL NO. 1.

- --------------
** Mr. Redeker has resigned as President and Chief Executive Officer and
Director of PMF effective on or before December 31, 1996. Although he will no
longer oversee the operations of the Manager on a day-to-day basis, it is
anticipated that Mr. Redeker will remain associated with PMF and Prudential
and will continue to serve as President of the Funds.

8
<PAGE>
APPROVAL OF CHANGES TO FUNDAMENTAL INVESTMENT
RESTRICTIONS AND POLICIES
PROPOSAL NO. 2

RELEVANT FUNDS. Changes to fundamental investment restrictions and policies
are proposed for all Funds, except Allocation, Global Limited Maturity, Global
Government and Global Total Return. Some of the proposed changes apply only to
certain Funds. See "Proposed Changes" below for listings of the Funds to which
each specific change applies.

REASONS FOR THE PROPOSED CHANGES. Pursuant to the Investment Company Act,
each of the Funds has adopted certain fundamental investment restrictions and
policies (fundamental restrictions), which are set forth in the Fund's
prospectus or statement of additional information, and may be changed only with
Shareholder approval. Restrictions and policies that a Fund has not specifically
designated as being fundamental are considered to be "non-fundamental" and may
be changed by the Fund's Board without Shareholder approval.

Certain of the fundamental restrictions that the Funds have adopted in the
past reflect regulatory, business or industry conditions, practices or
requirements that are no longer in effect. Other fundamental restrictions
reflect regulatory requirements which remain in effect, but are not required to
be stated as fundamental, or in some cases even as non-fundamental,
restrictions. Also, as new Funds have been created over a period of years,
substantially similar fundamental restrictions often have been phrased in
slightly different ways, which could result in minor but unintended differences
in effect or potentially give rise to unintended differences in interpretation.

Accordingly, the Boards have approved revisions to their respective Funds'
fundamental restrictions in order to simplify, modernize and make more uniform
those investment restrictions that are required to be fundamental, and to
eliminate certain fundamental restrictions that are not legally required. In
certain instances, existing fundamental restrictions that are eliminated because
they are not required to be fundamental would be re-classified as
non-fundamental restrictions, in which event they could be further modified by
the Board without Shareholder approval.

The Board of each Fund believes that the proposed changes to the Fund's
fundamental restrictions will enhance management's ability to manage efficiently
and effectively the Fund's assets in changing regulatory and investment
environments. In addition, by reducing to a minimum those policies that can be
changed only by Shareholder vote, each Fund will more often be able to avoid the
cost and delays of a Shareholder meeting when making changes to investment
policies that, at a future time, its Board considers desirable. Although the
proposed changes in fundamental restrictions will allow the Funds greater
investment flexibility to respond to future investment opportunities, the Boards
do not anticipate at this time that the changes, individually or in the
aggregate, will result in a major restructuring of any Fund's investment
portfolio.

A summary description of each proposed change to the Funds' fundamental
restrictions is set forth below. Shareholders should refer to Exhibit E to this
proxy statement for the text of the Funds' fundamental restrictions as proposed
to be amended.

The text below also describes those non-fundamental restrictions that would
be adopted by the Boards in conjunction with the elimination of certain
fundamental restrictions under Proposal No. 2. Any non-fundamental restriction
may be modified or eliminated by the appropriate Board at any future date
without any further approval of Shareholders.

If the proposed changes are approved by Shareholders of the respective Funds
at the Meeting, the Funds' prospectuses and statements of additional information
will be revised, as appropriate, to reflect those changes. This will occur as
soon as practicable following the Meetings. In those cases in which a Fund's
practice has been to state its fundamental restrictions both in its prospectus
(as affirmative policies) and in its statement of additional information (as
restrictions), adoption of Proposal No. 2 will result in a change to both.
Proposal No. 2 will not result in a change to any Fund's investment objective,
except with respect to Utility Fund.

9
<PAGE>
PROPOSED CHANGES. The following is the text and a summary description of
the proposed changes to the Funds' fundamental restrictions, together with the
text of those non-fundamental restrictions that would be adopted in connection
with the elimination of certain of the Funds' current fundamental restrictions.
With respect to each Fund and each proposed fundamental restriction, if a
percentage restriction is adhered to at the time of an investment or
transaction, a later increase or decrease in percentage resulting from a change
in the values of the Fund's portfolio securities or the amount of its total
assets will not be considered a violation of the fundamental restriction.

<TABLE>
<CAPTION>
ITEM NO. APPLICABLE FUND(S)
- ------------ --------------------------------------------------------------------------------
<S> <C>
Item 2(a) Equity Income, Small Companies
Item 2(b) Equity, Equity Income, Intermediate Global, Jennison, Small Companies
Item 2(c) Equity, Multi-Sector
Item 2(d) Small Companies
Item 2(e) Small Companies
Item 2(f) Utility
</TABLE>

ITEM 2(A). APPROVAL OF AMENDMENT OF THE FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS REGARDING INVESTMENT IN SHARES OF OTHER INVESTMENT
COMPANIES.

PROPOSED CHANGES. The relevant Funds affected by this Item 2(a) are listed
below. Next to the Fund name is the respective investment restriction number
which is proposed to be modified. The language of the current investment
restriction as well as the modified investment restriction is found in Exhibit
E.

RELEVANT FUNDS.

Upon the approval of Item 2(a), the existing fundamental restriction
regarding the purchase of shares of investment companies will be modified so
that the applicable Funds will be permitted to invest a larger portion of their
assets in securities of investment companies.

DISCUSSION: With respect to each Fund's fundamental restriction relating to
investing in shares of other investment companies, the increase in the limit is
designed to make the limitation co-extensive with the limitation of the
Investment Company Act which permits a fund to invest up to 10% of its total
assets in the shares of other investment companies in the aggregate. Under the
Investment Company Act, (i) a fund may invest no more than 5% of its total
assets in any one investment company and (ii) a fund may not own more than 3% of
the total outstanding voting stock of any one investment company. Neither Fund
owns shares of other investment companies at the current time. The Boards
believe the proposed amendment would provide the Subadviser with additional
flexibility to take advantage of investment opportunities. However, because any
shares that a Fund holds in another investment company will be subject to the
management fees and expenses of such investment company, investment by a Fund in
other investment companies may result, in effect, in payment by Shareholders of
duplicate fees and expenses. See Exhibit E.

ITEM 2(B). APPROVAL OF AMENDMENT OF THE FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS REGARDING UNSEASONED ISSUERS.

PROPOSED CHANGES. The relevant Funds affected by this Item 2(b) are listed
below. Next to the Fund name is the respective investment restriction number
which is proposed to be eliminated. The language of the investment restriction
is found in Exhibit E.

10
<PAGE>
RELEVANT FUNDS.

<TABLE>
<CAPTION>
EXISTING INVESTMENT
RESTRICTION NUMBER
FUND NAME (SEE EXHIBIT E)
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<S> <C>
Prudential Equity Fund, Inc............................................... 6
Prudential Equity Income Fund............................................. 6
Prudential Intermediate Global Income Fund, Inc........................... 2
Prudential Jennison Fund, Inc............................................. 5
Prudential Small Companies Fund, Inc...................................... 4
</TABLE>

Upon the approval of Item 2(b), the existing fundamental restriction
regarding the purchase of securities of unseasoned issuers (that is, issuers in
business for less than three years) would be eliminated. The Funds would in turn
become subject to the following non-fundamental restriction:

The Fund may not:

Purchase any security if as a result the Fund would then have more
than 5% of its total assets (determined at the time of the
investment) invested in securities of companies (including
predecessors) less than three years old, except that the Fund may
invest in securities of any U.S. Government agency or
instrumentality, and in any security guaranteed by such an agency
or instrumentality.

DISCUSSION: Each Fund's fundamental restriction relating to investing in
"unseasoned issuers" was initially placed in its registration statement due to
state law ("blue sky") requirements. The restriction is not required under the
federal securities laws. The Subadviser believes that the restriction is
confining and has recommended to the Boards that it be eliminated. The Boards
believe it prudent to delete this investment restriction as fundamental and
permit the Boards the flexibility to relax the restriction if legislative or
regulatory changes so permit.

If the Proposal is approved, the Funds would continue to comply with the
existing restriction as a non-fundamental investment restriction so long as it
is required under blue sky regulations. Accordingly, approval of the Proposal
should not result in any immediate changes to the Funds' portfolios or the way
in which they are managed.

The Board of each Fund believes that approval of Item 2(b) is in the best
interests of Shareholders and the Funds. Because the Funds are not required to
hold annual meetings of shareholders and do not intend to hold such meetings
unless Shareholder action is required by the Investment Company Act or the
Funds' By-laws, future Shareholder consideration of eliminating the investment
restriction relating to unseasoned issuers would require a special meeting of
Shareholders at considerable cost to the Funds. If such consideration is
postponed, the Funds could be deprived of beneficial investment opportunities.

ITEM 2(C). APPROVAL OF AMENDMENT TO THE FUNDS' INVESTMENT RESTRICTIONS RELATING
TO SECURITIES LENDING.

PROPOSED CHANGES. The relevant Funds affected by this Item 2(c) are listed
below. Next to the Fund name is the respective investment restriction number
which is proposed to be modified. The language of the current investment
restriction as well as the modified investment restriction is found in Exhibit
E.

RELEVANT FUNDS.

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DISCUSSION: Currently, the Funds' fundamental restrictions limit the
permissible amount of loans of portfolio securities to 10% of each Fund's total
assets. The Subadviser to each Fund has recommended, and the Boards have
approved, that a change be made to increase the percentage of portfolio
securities that the Funds may lend to 30%, subject to Shareholder approval.

Securities lending is a strategy commonly used to enhance the returns of
mutual funds. The Subadviser believes that some of the most profitable
opportunities for securities lending currently exist in a number of markets,
where there is generally less competition and sophistication, thereby creating
opportunities for wider lending spreads. The Manager and Subadviser therefore
believe that an increase in the currently allowable percentage of securities
lending to 30% of total assets may potentially permit the Funds to generate
higher incremental returns to Shareholders. Each Fund is currently subject to
the risks of securities lending and, if the proposal is approved, may subject a
larger portion of Fund assets to such risks. As with any lending arrangement,
there are risks of delay in recovery and in some cases loss of rights in the
collateral should the borrower of the securities fail financially. There are
additional risks with respect to international lending. Although the Subadviser
believes that soon after entering into the securities lending transaction most
collateral will be transferred to a Fund's domestic custodian, should collateral
be maintained by a foreign subcustodian, there could be additional delays in
recovering such collateral. Further, should a Fund have difficulty in recovering
securities that are called, the Fund may be required to buy the same securities
at market price to cover its delivery obligations.

If this proposal is approved, the Funds would have the ability to lend their
portfolio securities to brokers, dealers and financial institutions, provided
that outstanding loans (i) do not exceed in the aggregate 30% of the value of a
Fund's total assets, (ii) are callable at any time by the relevant Fund and
(iii) are at all times secured by cash or equivalent collateral that is equal to
at least the market value, determined daily, of the loaned securities. The
advantage of such loans is that a Fund continues to receive payments in lieu of
the interest and dividends of the loaned securities, while at the same time
earning interest either directly from the borrower or on the collateral which
will be invested.

A loan may be terminated by a borrower upon notice (typically on one
business day's notice) or by a Fund at any time. If a borrower fails to maintain
the requisite amount of collateral, the loan automatically terminates, and the
Fund could use the collateral to replace the securities while holding the
borrower liable for any excess of replacement cost over collateral. As with any
extensions of credit, there are risks of delay in recovery and in some cases
loss of rights in the collateral should the borrower of the securities fail
financially. Loans of portfolio securities would be made, however, only to firms
determined to be creditworthy pursuant to procedures approved by the Board of
each Fund. On termination of the loan, a borrower is required to return the
loaned securities to the relevant Fund, and any gain or loss in the market price
during the loan would inure to such Fund.

Since voting or consent rights, if any, which accompany loaned securities
pass to the borrower, each Fund will follow the policy of calling a loan, in
whole or in part as may be appropriate, to permit the exercise of such rights if
the matters involved would have a material effect on the Fund's investment in
the securities which are the subject of the loan. A Fund will pay reasonable
finders', administrative and custodial fees in connection with a loan of its
securities or may share the interest earned on collateral with the borrower.

ITEM 2(D). APPROVAL OF AN AMENDMENT OF THE FUND'S INVESTMENT POLICIES TO PERMIT
THE FUND TO PURCHASE AND SELL OPTIONS ON STOCK AND STOCK INDICES IN
THE OVER-THE-COUNTER MARKET.

PROPOSED CHANGE. The Small Companies Fund would be permitted to purchase
and sell over-the-counter options on stocks and options on stock indices.

RELEVANT FUND. Prudential Small Companies Fund, Inc.

DISCUSSION: Currently, the Fund is permitted to purchase and write (I.E.,
sell) put and call options on equity securities that are traded on securities
exchanges or stock indices that are traded on national securities exchanges or
listed on NASDAQ (listed options). At a meeting held on May 8, 1996, the Board
authorized the Fund, subject to Shareholder approval, to purchase and sell
over-the-counter stock options and options on indices (OTC options). If
Shareholders approve the current proposal, no further approval

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will be requested of Shareholders if market conditions, developments in
investment strategies or available options, listed or over-the-counter, warrant
in the Board's view changes in the Fund's policies or practices in respect of
options on securities or indices.

The Fund intends to use OTC options for the same purposes for which it
currently uses, or considers for use, listed options, namely, to reduce certain
risks of its investments and to attempt to enhance return, but not for
speculation. The Board of Directors believes that the ability to purchase and
sell OTC options expands the investment tools available to the Fund's investment
adviser and will benefit the Fund. Accordingly, the Board recommends that
shareholders of the Fund approve the amendment.

GENERAL. Most of the investment characteristics of OTC options are similar
to those of listed options, although there are some significant differences. A
brief summary of the common characteristics of OTC and listed options follows,
after which there is a discussion of the principal differences.

OPTIONS ON STOCK. A call option is a short-term contract pursuant to which
the purchaser, in return for a premium paid, has the right to buy the security
underlying the option at a specified exercise price. The writer of the call
option, who receives the premium, has the obligation, upon exercise of the
option, to deliver the underlying security against payment of the exercise
price. A put option is a similar contract which gives the purchaser, in return
for a premium paid, the right to sell the underlying security at a specified
price. In the case of both put and call options, listed options may be exercised
at any time during the term of the option and OTC options be exercised either at
any time during the term or on the last day (or during any other period or upon
the occurrence of an event agreed by the parties).

Options are "covered" if, so long as the writer is obligated under the
option, it owns the security underlying the option or has an absolute and
immediate right to acquire that security without additional cash consideration
(or for additional cash consideration held in a segregated account by the Fund's
Custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if the writer holds on a
share-for-share basis a call on the same security as the call written where the
exercise price of the call held is equal to or less than the exercise price of
the call written, or greater than the exercise price of the call written if the
difference is maintained by the Fund in cash, Treasury bills or other liquid,
unencumbered assets in a segregated account with its Custodian.

Settlement of listed options on stocks requires the delivery of the
underlying securities; settlement of OTC options may require such delivery or
may provide for cash settlement of the difference between the value of the
security and the exercise price.

OPTIONS ON STOCK INDICES. Options on stock indices are similar to options
on stocks except that, rather than the right to take or make delivery of stock
at a specified price, an option on a stock index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the stock index upon which the option is based is greater than, in the case of a
call, the exercise price of the option. This amount of cash is equal to the
difference between the closing price of the index and the exercise price of the
option expressed in dollars times a specified multiple (the multiplier). The
writer of the option is obligated, in return for the premium received, to make
delivery of this amount.

Unlike stock options, all settlements are in cash, and gain or loss depends
on price movements in the stock market generally (or in a particular industry or
segment of the market) rather than price movements in individual stocks. Because
exercises of index options are settled in cash, a call writer cannot determine
the amount of its settlement obligations in advance for, or cover, its potential
settlement obligations by acquiring and holding the underlying securities. In
addition, unless the Fund has other liquid assets which are sufficient to
satisfy the exercise of a call, the Fund would be required to liquidate
portfolio securities or borrow in order to satisfy the exercise.

PRINCIPAL DIFFERENCES BETWEEN OTC OPTIONS AND LISTED OPTIONS

CREDIT RISK. To secure the obligation to deliver the underlying security or
to pay the exercise price in the case of a listed option, the writer of the
option is generally required to pledge for the benefit of the broker the
underlying security or other assets in accordance with the rules of the relevant
exchange or

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<PAGE>
clearinghouse, such as The Options Clearing Corporation (OCC), an institution
created to interpose itself between buyers and sellers of exchange-traded
options in the United States. Technically, the clearinghouse assumes the other
side of every purchase and sale transaction on an exchange and, by doing so,
guarantees the transaction. Accordingly, the holder of the option is not
required to consider or look to the creditworthiness of the option writer.

In contrast, an OTC option is a direct contractual relationship with another
party. Consequently, in entering into OTC options, the Fund will be exposed to
the risk that the counterparty will default on, or be unable to complete, due to
bankruptcy or otherwise, its obligation on the option. In such an event, the
Fund may lose the benefit of the transaction. Consequently, the value of an OTC
option to the Fund is dependent upon the financial viability of the
counterparty. If the Fund decides to enter into transactions in OTC options, PIC
will take into account the credit quality of counterparties in order to limit
the risk of default by the counterparty.

TERMINATING OPTION OBLIGATIONS. If the writer of a listed option wishes to
terminate its obligation to purchase or deliver a security, it may effect a
"closing purchase transaction". This is accomplished by buying a listed option
of the same series as the option previously written. The effect of the purchase
is that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after it has
been notified of the exercise of a listed option. Similarly, an investor which
is the holder of a listed option may liquidate his or her position by effecting
a "closing sale transaction". This is accomplished by writing (selling) a listed
option of the same series as the option previously purchased. There is no
guarantee that either a closing purchase or a closing sale transaction can be
effected. (See "Illiquidity" below.)

Again in contrast, it is not possible to effect a closing transaction in OTC
options in the same manner as listed options because a clearing corporation is
not interposed between the buyer and seller of the option. In order to terminate
the obligation represented by an OTC option, the holder must agree to the
termination of the OTC option and may be unable or unwilling to do so on terms
acceptable to the writer. In any event, a cancellation, if agreed to, may
require the writer to pay a premium to the counterparty. Although it does not
eliminate counterparty risk, the Fund may be able to eliminate the market risk
of an option it has written by writing or purchasing an offsetting position with
the same or another counterparty. However, the Fund would remain exposed to each
counterparty's credit risk on the call or put option until such option is
exercised or expires. There is no guarantee that the Fund will be able to write
put or call options, as the case may be, that will effectively offset an
existing position.

ILLIQUIDITY. Although listed options are not subject to any contractual or
legal limitation on resale, a liquid secondary market may not always be
available for one or more of the following or other reasons: (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 or a clearing corporation may not at
all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or in
the class or series of options) would cease to exist. The Fund may hold up to
10% of its net assets in illiquid securities.

OTC options are issued in privately negotiated transactions exempt from
registration under the Securities Act of 1933 and, as a result, are generally
subject to substantial legal and contractual limitations on sale. As a result,
there is no secondary market for OTC options and the SEC staff has taken the
position that OTC options held by an investment company, as well as securities
used to cover OTC options written by one, are illiquid securities, unless the
Fund and its counterparty have provided for the Fund at its option to unwind the
option. Such provisions ordinarily involve the payment by the Fund to the
counterparty to compensate it

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<PAGE>
for the economic loss caused by an early termination. In the absence of a
negotiated unwind provision, the Fund may be unable to terminate its obligation
under a written option or to enter into an offsetting transaction eliminating
its market risk.

LIMITATIONS ON PURCHASE AND SALE OF OTC OPTIONS

There are currently legal and regulatory limitations on the Fund's purchase
or sale of OTC options. These limitations are not fundamental policies of the
Fund and the Fund's obligation to comply with them could be changed without
approval of the Fund's shareholders in the event of modification or elimination
of such laws or regulations in the future.

There can be no assurance that the Fund's use of OTC options will be
successful and the Fund may incur losses in connection with the purchase and
sale of OTC options.

The Board of Directors believes that approval of Item 2(d) is in the best
interests of the Small Companies Fund and its Shareholders because it would
provide additional flexibility in the management of the Fund's portfolio. If the
proposed modification is not approved, the Fund will not be able to purchase or
sell options in the over-the-counter market.

ITEM 2(E). APPROVAL OF AN AMENDMENT OF THE FUND'S INVESTMENT POLICIES AND
RESTRICTIONS TO PERMIT THE FUND TO ENGAGE IN FOREIGN CURRENCY
EXCHANGE TRANSACTIONS.

PROPOSED CHANGE. Investment Restrictions Nos. 6 and 9 of the Small
Companies Fund would be modified to permit that Fund to engage in foreign
currency exchange transactions.

RELEVANT FUND.

DISCUSSION: At a meeting held on May 8, 1996, the Board of Directors of the
Fund approved amendments to Investment Restrictions Nos. 6 and 9 which, if
approved by Shareholders, would permit the Fund to hedge the foreign portion of
its portfolio by entering into forward foreign currency exchange contracts,
options on foreign currencies, and futures contracts on foreign currencies and
options thereon. Currently, the Fund is permitted to invest up to 15% of its
total assets in foreign securities.

The text of the proposed changes to Investment Restrictions Nos. 6 and 9 is
set forth in Exhibit E.

Set forth below is a discussion of the Fund's proposed use of forward
foreign currency exchange contracts, options on foreign currencies, and futures
contracts on foreign currencies and options thereon.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

A forward contract on foreign currency is an obligation to purchase or sell
a specific currency at a future date, which may be any fixed number of days
agreed upon by the parties from the date of the contract at a price set on the
date of the contract. These contracts are traded in the interbank market
conducted directly between currency traders (typically large commercial banks)
and their customers. A forward contract generally has no deposit requirements,
and no commissions are charged for such trades.

When the Fund invests in foreign securities, the Fund proposes to enter into
forward contracts in several circumstances to protect the value of its
portfolio. There can be no assurance that this will be successful. The Fund
would not be able to use forward contracts to generate income, although the use
of such contracts may incidentally generate income. However, the Fund's dealings
in forward contracts would be limited to hedging involving either specific
transactions or portfolio positions. Transaction hedging is the purchase or sale
of a forward contract with respect to specific receivables or payables of the
Fund generally arising in connection with the purchase or sale of its portfolio
securities and accruals of interest or dividends receivable and Fund expenses.
Position hedging is the sale of a foreign currency with respect to portfolio
security positions denominated or quoted in that currency or in a different
currency (cross hedge). The Fund

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would not speculate in forward contracts. The Fund would not position hedge
(including cross hedges) with respect to a particular currency for an amount
greater than the aggregate market value (determined at the time of making any
sale of a forward contract) of the securities being hedged.

When the Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when the Fund anticipates the receipt in a
foreign currency of dividends or interest payments on a security which it holds,
the Fund may desire to "lock in" the U.S. dollar price of the security or the
U.S. dollar equivalent of such dividend or interest payment, as the case may be.
By entering into a forward contract for a fixed amount of dollars for the
purchase or sale of the amount of foreign currency involved in the underlying
transactions, the Fund may be able to protect itself against a possible loss
resulting from an adverse change in the relationship between the U.S. dollar and
the subject foreign currency during the period between the date on which the
security is purchased or sold, or on which the dividend or interest payment is
declared, and the date on which such payments are made or received.
Additionally, when the investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Fund would be able to enter into a forward contract, for a fixed
amount of dollars, to sell the amount of foreign currency approximating the
value of some or all of the portfolio securities of the Fund denominated in such
foreign currency. Requirements under the Internal Revenue Code for qualification
as a regulated investment company may limit the Fund's ability to engage in
transactions in forward contracts.

FUTURES CONTRACTS ON FOREIGN CURRENCIES AND OPTIONS ON FUTURES CONTRACTS ON
FOREIGN CURRENCIES

The Fund would be permitted to buy and sell futures contracts on foreign
currencies and groups of foreign currencies (futures contracts) such as the
European Currency Unit, and options thereon solely for hedging purposes. A
European Currency Unit is a basket of specified amounts of the currencies of
certain member states of the European Union. The Fund would engage in
transactions in only those futures contracts and options thereon that are traded
on a commodities exchange or a board of trade. A "sale" of a futures contract
means the assumption of a contractual obligation to deliver the specified amount
of foreign currency at a specified price in a specified future month. A
"purchase" of a futures contract means the assumption of a contractual
obligation to acquire the currency called for by the contract at a specified
price in a specified future month. At the time a futures contract is purchased
or sold, the Fund would have to allocate cash or securities as a deposit payment
(initial margin). Thereafter, the futures contract would be valued daily and the
payment of "variation margin" may be required, resulting in the Fund's paying or
receiving cash that reflects any decline or increase, respectively, in the
contract's value, a process known as "marking to market."

The Fund intends to engage in futures contracts on foreign currencies and
options on these futures contracts as a hedge against changes in the value of
the currencies to which the Fund is subject or to which the Fund expects to be
subject in connection with future purchases, in accordance with the rules and
regulations of the Commodity Futures Trading Commission (the CFTC). The Fund
also intends to engage in such transactions when they are economically
appropriate for the reduction of risks inherent in the ongoing management of the
Fund. There can be no assurance that these hedging strategies will be
successful.

OPTIONS ON FOREIGN CURRENCIES

The Fund would be able to purchase and write put and call options on foreign
currencies and on futures contracts on foreign currencies traded on securities
exchanges or boards of trade (foreign and domestic) for hedging purposes in a
manner similar to that in which forward foreign currency exchange contracts and
futures contracts on foreign currencies will be employed. Options on foreign
currencies and on futures contracts on foreign currencies are similar to options
on stock, except that the Fund would have the right to take or make delivery of
a specified amount of foreign currency, rather than stock. (See Item 2(d) for a
discussion of options.)

The Fund would be able to purchase and write options to hedge the Fund's
portfolio securities denominated in foreign currencies. If there were a decline
in the dollar value of a foreign currency in which the Fund's portfolio
securities are denominated, the dollar value of such securities would decline
even though the foreign currency value remained the same. See "Risks of
Investing in Forward Foreign Currency Exchange Contracts, Options on Foreign
Currencies and Futures Contracts on Foreign Currencies and

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Options Thereon" below. To hedge against the decline of the foreign currency,
the Fund would be able to purchase put options on futures contracts on such
foreign currency. If the value of the foreign currency declined, the gain
realized on the put option would offset, in whole or in part, the adverse effect
such decline would have on the value of the portfolio securities. Alternatively,
the Fund would be able to write a call option on a futures contract on the
foreign currency. If the value of the foreign currency declined, the option
would not be exercised and the decline in the value of the portfolio securities
denominated in such foreign currency would be offset in part by the premium the
Fund received for the option.

If, on the other hand, the investment adviser anticipated purchasing a
foreign security and also anticipated a rise in the value of such foreign
currency (thereby increasing the cost of such security), the Fund would be able
to purchase call options on the foreign currency. The purchase of such options
could offset, at least partially, the effects of the adverse movements of the
exchange rates. Alternatively, the Fund could write a put option on the currency
and, if the exchange rates moved as anticipated, the option would expire
unexercised.

RISKS OF INVESTING IN FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS, OPTIONS ON
FOREIGN CURRENCIES, AND FUTURES CONTRACTS ON FOREIGN CURRENCIES AND OPTIONS
THEREON

The Fund's successful use of forward foreign currency exchange contracts,
options on foreign currencies and futures contracts on foreign currencies and
options thereon would depend upon the investment adviser's ability to predict
the direction of the market and political conditions, which requires different
skills and techniques than predicting changes in the securities markets
generally. There is no assurance it will be able to do so and, in fact, the Fund
may incur a loss. For instance, if the value of the securities being hedged
moves in a favorable direction, the advantage to the Fund would be wholly or
partially offset by a loss in the forward contracts or futures contracts.
Further, if the value of the securities being hedged does not change, the Fund's
net income would be less than if the Fund had not hedged since there are
transaction costs associated with the use of these investment practices.

These practices are subject to various additional risks. The correlation
between movements in the price of options and futures contracts and the price of
the currencies being hedged is imperfect. The use of these instruments would
hedge only the currency risks associated with investments in foreign securities,
not market risks. In addition, if the Fund purchased these instruments to hedge
against currency advances before it invested in securities denominated in such
currency and the currency market declined, the Fund might incur a loss on the
futures contract. The Fund's ability to establish and maintain positions would
depend on market liquidity. The ability of the Fund to close out a futures
position or an option would depend upon a liquid secondary market. There is no
assurance that liquid secondary markets will exist for any particular futures
contract or option at any particular time. There can be no assurance that the
Fund will be able successfully to hedge its portfolio or that foreign exchange
rates will be sufficiently predictable to enable the investment adviser
successfully to employ hedging (including cross hedging) techniques.

The Board of Directors believes that adoption of Item 2(e) is in the best
interests of the Small Companies Fund and its Shareholders since the ability to
hedge the Fund's foreign portfolio would be important during periods of
volatility in the foreign currency markets. If the proposed changes in
Investment Restriction Nos. 6 and 9 and related investment policies are not
approved, the Fund would not be able to engage in forward foreign currency
exchange contracts, options on foreign currencies, and futures contracts on
foreign currencies and options thereon.

ITEM 2(F). APPROVAL OF A CHANGE IN THE INVESTMENT OBJECTIVE OF PRUDENTIAL
UTILITY FUND, INC.

PROPOSED CHANGE. The current investment objective of the Utility Fund is
"to seek high current income and moderate capital appreciation through
investment in equity and debt securities of utility companies." It is proposed
that this objective be changed to "total return through a combination of current
income and capital appreciation." As noted above, the Board does not anticipate
at this time that the change in investment objective will result in a major
restructuring of the Fund's portfolio.

RELEVANT FUND. Prudential Utility Fund, Inc.

DISCUSSION: At the request of the Fund's Subadviser, the Board of Directors
has considered and recommends for Shareholder approval a change in the Fund's
investment objective. The current investment

17
<PAGE>

objective of the Fund is "to seek high current income and moderate capital
appreciation through investment in equity and debt securities of utility
companies." It is proposed that the investment objective be changed to "to seek
total return through a combination of current income and capital appreciation."
Although not part of the new investment objective, the Fund would seek to
achieve its objective through investment in equity and debt securities of
utility companies, which include electric, gas, gas pipeline, telephone,
telecommunications, water, cable, airport, seaport and toll road companies.

The Subadviser has recommended this change in investment objective because
of a general change occurring in the market for securities of utility companies.
Deregulation and greater competition are changing the structure of utilities
companies, causing (1) greater uncertainty in the market, (2) the creation of
"non-traditional" utilities with minimal or no yields (such as cable television,
wireless communication and independent power companies) and (3) the
restructuring of traditional utilities in order to remain competitive. As a
result, utility yields have declined in recent years, and for many companies
there has been less emphasis on paying high dividends. In recent years, there
has also been greater volatility in the market for utilities companies.

The Subadviser believes that it is in the Shareholders' best interest to
lessen the Fund's emphasis on current income, both because of the lower yields
currently available in the market and the greater impact made by capital gains
on total returns in years such as 1995. Yield on equities in general have
decreased significantly in recent years. In 1986, the average yield of the
stocks comprising the S & P 500 Index was 3.8% versus 2.1% currently. Over the
same time, the average yield of traditional utilities stocks declined from 7.8%
to 6%. Currently, telephone stocks yield approximately 4% on average while gas
pipeline and distribution company yields range from 2.5% to 5.5%. International
utility yields tend to be lower than in the U.S. because of differing attitudes
towards current income. In some cases, yields may be as low as 1% to 2% for a
traditional electric utility. Dividend policy differs significantly from country
to country.

If the Fund were to continue to seek high current income in today's market,
it would have to consider holding a greater percentage of its assets in bonds in
lieu of common stocks and preferred stocks. The Subadviser does not believe that
maintaining a large weighting in bonds for yield enhancement is in the best
interest of Shareholders.

If this proposed change in investment objective is approved, the Fund would
continue to invest, under normal circumstances, at least 80% of the Fund's
assets in the securities of utilities companies and would invest primarily in
common stocks of utilities companies that the investment adviser believes have
the potential for total return, which includes both current income and capital
appreciation. For temporary defensive purposes, the Fund would continue to be
able to invest in preferred stocks and debt securities of utility companies as
well as in money market instruments. The Subadviser believes that changing the
Fund's objective to reduce the emphasis on current income and increase the
emphasis on total return could enhance its ability to manage the Fund in the
long term interests of Shareholders. Of course, there can be no assurance that
the Fund will achieve its objective. The Fund's investment objective is a
fundamental policy which can only be changed by Shareholder vote.

* * * * *

REQUIRED VOTE FOR PROPOSAL 2, ITEMS (a) - (f): Approval of each of the six
items contemplated by Proposal No. 2 with respect to a Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, which for this purpose means the affirmative vote of the lesser of (1)
more than 50% of the outstanding Shares of the Fund or (2) 67% or more of the
Shares of the Fund present at the Meeting if more than 50% of the outstanding
Shares of the Fund are represented at the Meeting in person or by proxy.
Shareholders of any Fund may vote against the changes proposed in any item with
respect to specific fundamental restrictions applicable to their Fund in the
manner indicated on the proxy card.

IF ONE OR MORE OF THE NUMBERED ITEMS CONTEMPLATED BY PROPOSAL NO. 2 IS NOT
APPROVED BY SHAREHOLDERS OF A FUND, THE RELATED, EXISTING FUNDAMENTAL
RESTRICTIONS OF THAT FUND WILL CONTINUE IN EFFECT FOR THAT FUND, BUT FAILURE TO
APPROVE ALL OR PART OF PROPOSAL NO. 2 BY THE SHAREHOLDERS OF ONE FUND WILL NOT
AFFECT ANY APPROVALS OF PROPOSAL NO. 2 THAT ARE OBTAINED WITH RESPECT TO ANY
OTHER FUND.

EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.

18
<PAGE>

RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 3

RELEVANT FUNDS. All Funds, except Prudential Allocation Fund.

DISCUSSION: Under Proposal No. 3, Shareholders of each Fund are asked to
ratify their Board's selection of independent accountants for their Fund. The
accountants for each Fund audit the Fund's financial statements for each fiscal
year.

The policy of the Board of each of the Funds regarding engaging independent
accountants' services is that management may engage the Fund's principal
independent public accountants to perform any service(s) normally provided by
independent accounting firms, provided that such service(s) meet(s) any and all
of the independence requirements of the American Institute of Certified Public
Accountants and the SEC. In accordance with this policy, the Audit Committee of
each Board reviews and approves all services provided by the independent public
accountants prior to their being rendered. The Board of each Fund receives a
report from its Audit Committee relating to all services after they have been
performed by the Fund's independent accountants.

During the last fiscal year, Deloitte & Touche LLP served as independent
accountants for Equity Income, Global Limited Maturity, Jennison, Multi-Sector
and Global Total Return and Price Waterhouse LLP served as accountants for
Equity, Intermediate Global, Small Companies, Utility and Global Government. The
Boards of each of these Funds have selected their respective accountants to
continue to serve in that capacity for the current fiscal year, subject to
ratification by Shareholders of each of those Funds at the Meetings. Deloitte &
Touche LLP also served as accountants for Allocation, but the Trustees have not
yet met to consider whether to recommend their continued retention for the
fiscal year ending July 31, 1997, so Allocation Shareholders are not being asked
to vote on this proposal.

Representatives of the accountants are not expected to be present at the
Meetings but will be available to answer any questions or make any statements
should any matters arise requiring their presence. Deloitte & Touche LLP and
Price Waterhouse LLP have informed the Funds for which they will act as
accountants that they have no material direct or indirect financial interest in
these Funds.

The persons named in the accompanying proxy will vote FOR ratification of
the selection of each Fund's accountant unless contrary instructions are given.

REQUIRED VOTE. For each Fund, approval of Proposal No. 3 requires a vote of
a majority of the votes cast with respect to Proposal No. 3 at the Meeting,
provided a quorum is present.

EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 3.

ADDITIONAL INFORMATION

The solicitation of proxies, the cost of which will be borne by the Funds,
will be made primarily by mail but also may include telephone or oral
communications by regular employees of Prudential Securities or Prudential
Mutual Fund Management, who will not receive any compensation therefor from the
Funds or, in the case of certain Funds, by Shareholder Communications
Corporation, a proxy solicitation firm retained by the Funds, who will be paid
the approximate fees and expenses for soliciting services set forth below.
Proxies may be recorded pursuant to (i) electronically transmitted instructions
or (ii) telephone instructions

19
<PAGE>
obtained through procedures reasonably designed to verify that the instructions
have been authorized. Soliciting fees and expenses payable to Shareholder
Communications Corporation by a particular Fund are a function of the number of
Shareholders in that Fund.

<TABLE>
<CAPTION>
ESTIMATED
SOLICITATION
FUND FEES AND EXPENSES
- -------------------------------------------------------------------------------------------- --------------------
<S> <C>
Prudential Allocation Fund
Balanced Portfolio...................................................................... N/A
Strategy Portfolio...................................................................... N/A
Prudential Equity Fund, Inc................................................................. $ 173,280
Prudential Equity Income Fund............................................................... $ 156,805
Prudential Global Limited Maturity Fund, Inc................................................ N/A
Prudential Intermediate Global Income Fund, Inc............................................. $ 500
Prudential Jennison Fund, Inc............................................................... $ 29,735
Prudential Multi-Sector Fund, Inc........................................................... $ 1,520
Prudential Small Companies Fund, Inc........................................................ $ 97,810
Prudential Utility Fund, Inc................................................................ $ 372,315
The Global Government Plus Fund, Inc........................................................ N/A
The Global Total Return Fund, Inc........................................................... N/A
</TABLE>

SHAREHOLDER PROPOSALS

Any Shareholder who wishes to submit a proposal to be considered at a Fund's
next annual meeting of Shareholders should send the proposal to that Fund at One
Seaport Plaza, New York, New York 10292, so as to be received within a
reasonable time before the Board makes the solicitation relating to such
meeting, in order to be included in the proxy statement and form of proxy
relating to such meeting.

The Funds will not be required to hold annual meetings of Shareholders if
the election of Board Members is not required under the Investment Company Act.
It is the present intention of the Board of each Fund not to hold annual
meetings of Shareholders unless such Shareholder action is required.

Shareholder proposals that are submitted in a timely manner will not
necessarily be included in the Fund's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.

OTHER BUSINESS

Management knows of no business to be presented at the Meetings other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of Shareholders arise, the proxies will vote according to their
best judgment in the interest of the Funds.

S. JANE ROSE
SECRETARY

August 22, 1996

IT IS IMPORTANT THAT YOU EXECUTE AND RETURN ALL OF YOUR PROXIES PROMPTLY.

20
<PAGE>
INDEX TO EXHIBITS TO PROXY STATEMENT

<TABLE>
<S> <C> <C> <C>
Exhibit A -- Year in Which Each Current Board Member Standing for Re-election Became
a Member of the Board.................................................. A-1

Exhibit B -- Fund Ownership of Nominees and Current Board Members Standing for
Re-election............................................................ B-1

Exhibit C -- Board and Committee Information......................................... C-1

Exhibit D -- Officer Information..................................................... D-1

Exhibit E -- Fundamental Restrictions................................................ E-1

Appendix I -- Five Percent Shareholder Report......................................... I-1
</TABLE>

21
<PAGE>
EXHIBIT A

YEAR IN WHICH CURRENT BOARD MEMBER STANDING
FOR RE-ELECTION BECAME A MEMBER OF THE BOARD*

<TABLE>
<CAPTION>
NAME OF FUNDS
-------------------------------------------------------------------------------------------
EQUITY GLOBAL LTD. INTERM. MULTI-
DIRECTORS/TRUSTEES ALLOCATION EQUITY INCOME MATURITY GLOBAL JENNISON SECTOR
- --------------------------------- ------------- ----------- ----------- ----------- ----------- ----------- -----------

<S> <C> <C> <C> <C> <C> <C> <C>
Edward D. Beach.................. 1987 1986 1986 -- -- -- 1990
Delayne D. Gold.................. -- 1982 -- 1990 -- -- --
Donald D. Lennox................. 1987 -- 1987 -- -- -- 1990
Douglas McCorkindale............. 1987 -- 1987 -- -- -- 1990
Thomas T. Mooney................. 1987 1986 1986 -- -- -- 1990
Stephen P. Munn.................. -- -- -- -- -- -- --
Richard A. Redeker............... 1993 1993 1993 1993 1993 1995 1993
Robin B. Smith................... -- -- -- -- -- 1995 --
Louis A. Weil, III............... 1987 -- 1986 -- -- -- 1990
Clay T. Whitehead................ -- -- -- -- -- -- --

GLOBAL
SMALL GLOBAL TOTAL
DIRECTORS/TRUSTEES COMPANIES UTILITY GOV'T RETURN
- --------------------------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Edward D. Beach.................. -- -- 1987 1986
Delayne D. Gold.................. 1982 1981 -- --
Donald D. Lennox................. -- -- 1987 --
Douglas McCorkindale............. -- -- 1987 --
Thomas T. Mooney................. -- -- 1987 1986
Stephen P. Munn.................. 1991 -- -- --
Richard A. Redeker............... 1995 1993 1993 1993
Robin B. Smith................... -- -- -- 1986
Louis A. Weil, III............... 1991 -- 1987 --
Clay T. Whitehead................ -- -- -- --
</TABLE>

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

*Excludes Robert F. Gunia and Mendel A. Melzer, who are not presently Members of
these Boards. All nominees were nominated in 1996.

A-1
<PAGE>
EXHIBIT B

FUND OWNERSHIP OF NOMINEES AND CURRENT
BOARD MEMBERS STANDING FOR RE-ELECTION

NUMBER OF SHARES HELD AS OF AUGUST 9, 1996

<TABLE>
<CAPTION>
NAME OF FUNDS
---------------------------------------------------------------------------------------
EQUITY GLOBAL LTD. INTERM. MULTI-
DIRECTORS/TRUSTEES ALLOCATION EQUITY INCOME MATURITY GLOBAL JENNISON SECTOR
- ------------------------------- ----------- ----------- ----------- ----------- ----------- ----------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
Edward D. Beach................ 507 401 423 -- -- -- --
Delayne Dedrick Gold........... 980 992 987 1,972 -- -- 2,908
Robert F. Gunia................ -- 1,463 -- -- -- -- 277
Donald D. Lennox............... 1,652 -- -- -- 970 -- 1,727
Douglas H. McCorkindale........ -- -- -- -- -- -- --
Mendel A. Melzer............... -- -- -- -- -- -- --
Thomas T. Mooney............... 443 2,943 819 -- -- -- 1,320
Stephen P. Munn................ -- -- -- -- -- -- --
Richard A. Redeker............. -- 8,915 -- -- -- -- 8,315
Robin B. Smith................. -- -- -- -- -- 543 2,369
Louis A. Weil, III............. 809 -- 504 639 -- -- 651
Clay T. Whitehead.............. -- -- -- -- -- -- --

GLOBAL
SMALL GLOBAL TOTAL
DIRECTORS/TRUSTEES COMPANIES UTILITY GOV'T RETURN
- ------------------------------- ------------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Edward D. Beach................ -- -- -- --
Delayne Dedrick Gold........... 1,080 6,458 -- --
Robert F. Gunia................ -- 445 -- --
Donald D. Lennox............... -- -- 4,168 --
Douglas H. McCorkindale........ -- -- -- --
Mendel A. Melzer............... -- -- -- --
Thomas T. Mooney............... -- -- 2,720 3,567
Stephen P. Munn................ 569 -- -- --
Richard A. Redeker............. -- 12,947 -- --
Robin B. Smith................. -- -- -- 6,125
Louis A. Weil, III............. 598 -- -- --
Clay T. Whitehead.............. -- -- -- --
</TABLE>

B-1
<PAGE>
EXHIBIT C

BOARD AND COMMITTEE INFORMATION**

<TABLE>
<CAPTION>
GLOBAL
EQUITY LTD. INTERM. MULTI-
ALLOCATION(1) EQUITY(2) INCOME(1) MATURITY GLOBAL(3) JENNISON SECTOR
------------- ----------- ----------- ----------- ----------- ----------- -----------

<S> <C> <C> <C> <C> <C> <C> <C>
Annual Fee*.................. $ 8,500 $ 7,500 $ 7,500 $ 10,000 $ 7,500 $ 7,500 $ 7,500
Fee for Attendance at Board
Meetings.................... NA NA NA NA NA NA NA
Fee for Attendance at
Committee Meetings.......... NA NA NA NA NA NA NA
Number of Board Meetings
during the Last Fiscal
Year........................ 7 4 8 4 5 1 5
Number of Audit Committee
Meetings during the Last
Fiscal Year................. 2 2 2 4 2 0 2
Number of Nominating
Committee Meetings during
the Last Fiscal Year........ 1 0 0 0 0 0 1
Size of Current Board........ 7 7 7 9 5 3 7

<CAPTION>
GLOBAL
SMALL GLOBAL TOTAL
COMPANIES(2)(4) UTILITY(2) GOV'T(1)(2) RETURN(2)
----------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Annual Fee*.................. $ 6,000 $ 9,000 $ 10,000 $ 8,000
Fee for Attendance at Board
Meetings.................... NA NA $ 1,250 $ 1,500
Fee for Attendance at
Committee Meetings.......... NA NA NA NA
Number of Board Meetings
during the Last Fiscal
Year........................ 5 6 10 8
Number of Audit Committee
Meetings during the Last
Fiscal Year................. 3 2 2 2
Number of Nominating
Committee Meetings during
the Last Fiscal Year........ 0 0 0 0
Size of Current Board........ 6 6 7 7
</TABLE>

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

* Reflects compensation rates in effect prior to changes described in proxy
statement. Board Members who were not independent did not receive
compensation from the Funds.

** Only the independent Directors/Trustees serve on the Funds' Audit and
Nominating Committees.

(1) Louis A. Weil, III attended fewer than 75% of the aggregate of the total
number of Board and Committee meetings held during the most recent fiscal
year.

(2) Harry A. Jacobs, Jr. attended fewer than 75% of the number of Board meetings
held during the most recent fiscal year.

(3)Richard A. Redeker attended fewer than 75% of the number of Board meetings
held during the most recent fiscal year.

(4) Stephen P. Munn and Louis A. Weil, III attended fewer than 75% of the
aggregate of the total number of Board and Committee meetings held during
the most recent fiscal year.

C-1
<PAGE>
EXHIBIT D

OFFICER INFORMATION

<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL GLOBAL
BUSINESS OCCUPATION EQUITY LTD. INTERM. MULTI-
FOR THE PAST FIVE YEARS OFFICE ALLOCATION EQUITY INCOME MATURITY GLOBAL JENNISON SECTOR
- ---------------------------------------- --------- ---------- ------ ------ -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Redeker (53), President 1995 1995 1995 1995 1995 1995 1995
President, Chief Executive Officer and
Director (since October 1993), PMF;
Executive Vice President, Director and
Member of the Operating Committee
(since October 1993), Prudential
Securities; Director (since October
1993) of Prudential Securities Group,
Inc.; Executive Vice President, PIC
(since July 1994); Director (since
January 1994) of Prudential Mutual Fund
Distributors, Inc. (PMFD) and
Prudential Mutual Fund Services, Inc.
(PMFS); formerly 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.
Robert F. Gunia (49), Vice 1987 1987 1987 1990 1995 1995 1990
Director (since January 1989), Chief President
Administrative Officer (since July
1990), and Executive Vice President,
Treasurer and Chief Financial Officer
(since June 1987) of PMF; Comptroller
of the Money Management Group of
Prudential (since 1996); Senior Vice
President (since March 1987) of
Prudential Securities; Executive Vice
President,
Treasurer and Comptroller (since March
1991) of PMFD; Director (since June
1987) of PMFS; Vice President and
Director of the Asia Pacific Fund, Inc.
(since May 1989)
Susan C. Cote (41), Treasurer 1987 -- 1987 -- -- -- 1990
Managing Director, Prudential
Investment Advisors, and Vice
President, PIC (since February 1995);
Senior Vice President (January
1989-January 1995) of PMF; Senior Vice
President (January 1992-January 1995)
and Vice President (January
1986-December 1991) of Prudential
Securities
Eugene S. Stark (38), Treasurer -- 1995 -- -- -- 1995 --
First Vice President (since January
1990) of PMF

<CAPTION>
NAME, AGE, PRINCIPAL
BUSINESS OCCUPATION SMALL
FOR THE PAST FIVE YEARS COMPANIES UTILITY
- ---------------------------------------- --------- -------
<S> <C> <C>
Richard A. Redeker (53), 1995 1995
President, Chief Executive Officer and
Director (since October 1993), PMF;
Executive Vice President, Director and
Member of the Operating Committee
(since October 1993), Prudential
Securities; Director (since October
1993) of Prudential Securities Group,
Inc.; Executive Vice President, PIC
(since July 1994); Director (since
January 1994) of Prudential Mutual Fund
Distributors, Inc. (PMFD) and
Prudential Mutual Fund Services, Inc.
(PMFS); formerly 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.
Robert F. Gunia (49), 1987 1987
Director (since January 1989), Chief
Administrative Officer (since July
1990), and Executive Vice President,
Treasurer and Chief Financial Officer
(since June 1987) of PMF; Comptroller
of the Money Management Group of
Prudential (since 1996); Senior Vice
President (since March 1987) of
Prudential Securities; Executive Vice
President,
Treasurer and Comptroller (since March
1991) of PMFD; Director (since June
1987) of PMFS; Vice President and
Director of the Asia Pacific Fund, Inc.
(since May 1989)
Susan C. Cote (41), -- --
Managing Director, Prudential
Investment Advisors, and Vice
President, PIC (since February 1995);
Senior Vice President (January
1989-January 1995) of PMF; Senior Vice
President (January 1992-January 1995)
and Vice President (January
1986-December 1991) of Prudential
Securities
Eugene S. Stark (38), 1995 1995
First Vice President (since January
1990) of PMF

<CAPTION>
NAME, AGE, PRINCIPAL GLOBAL
BUSINESS OCCUPATION GLOBAL TOTAL
FOR THE PAST FIVE YEARS GOV'T RETURN
- ---------------------------------------- ------ ------
Richard A. Redeker (53), 1995 1995
President, Chief Executive Officer and
Director (since October 1993), PMF;
Executive Vice President, Director and
Member of the Operating Committee
(since October 1993), Prudential
Securities; Director (since October
1993) of Prudential Securities Group,
Inc.; Executive Vice President, PIC
(since July 1994); Director (since
January 1994) of Prudential Mutual Fund
Distributors, Inc. (PMFD) and
Prudential Mutual Fund Services, Inc.
(PMFS); formerly 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.
Robert F. Gunia (49), 1987 1986
Director (since January 1989), Chief
Administrative Officer (since July
1990), and Executive Vice President,
Treasurer and Chief Financial Officer
(since June 1987) of PMF; Comptroller
of the Money Management Group of
Prudential (since 1996); Senior Vice
President (since March 1987) of
Prudential Securities; Executive Vice
President,
Treasurer and Comptroller (since March
1991) of PMFD; Director (since June
1987) of PMFS; Vice President and
Director of the Asia Pacific Fund, Inc.
(since May 1989)
Susan C. Cote (41), 1990 --
Managing Director, Prudential
Investment Advisors, and Vice
President, PIC (since February 1995);
Senior Vice President (January
1989-January 1995) of PMF; Senior Vice
President (January 1992-January 1995)
and Vice President (January
1986-December 1991) of Prudential
Securities
Eugene S. Stark (38), -- 1995
First Vice President (since January
1990) of PMF
</TABLE>

D-1
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL GLOBAL
BUSINESS OCCUPATION EQUITY LTD. INTERM. MULTI-
FOR THE PAST FIVE YEARS OFFICE ALLOCATION EQUITY INCOME MATURITY GLOBAL JENNISON SECTOR
- ---------------------------------------- --------- ---------- ------ ------ -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Grace C. Torres (37), Treasurer -- -- -- 1995 1995 -- --
First Vice President (since March 1994)
of PMF; First Vice President of
Prudential Securities (since March
1994); prior thereto, Vice President of
Bankers Trust Corporation
Stephen M. Ungerman (42), Assistant 1995 1995 1995 1995 1995 1995 1995
First Vice President (since February Treasurer
1993) of PMF; prior thereto, Senior Tax
Manager of Price Waterhouse
(1981-January 1993)
S. Jane Rose (50), Secretary 1987 1984 1986 1990 1988 1995 1990
Senior Vice President and Senior
Counsel of PMF; Senior Vice President
and Senior Counsel of Prudential
Securities (since July 1992); formerly
Vice President and Associate General
Counsel of Prudential Securities
Deborah A. Docs (38), Assistant -- 1989 -- -- 1989 -- --
Vice President and Associate General Secretary
Counsel (since January 1993) of PMF;
Vice President and Associate General
Counsel of Prudential Securities (since
January 1993); previously Associate
Vice President (January 1990-
December 1992) and Assistant General
Counsel (November 1991-December 1992)
of PMF
Marguerite E.H. Morrison (40), Assistant 1991 -- 1991 -- -- -- 1991
Vice President and Associate General Secretary
Counsel (since June 1991) of PMF; Vice
President and Associate General Counsel
of Prudential Securities
Ellyn C. Vogin (35), Assistant -- -- -- 1995 -- 1995 --
Vice President and Associate General Secretary
Counsel (since March 1995) of PMF; Vice
President and Associate General Counsel
of Prudential Securities (since March
1995); prior thereto, associated with
the law firm of Fulbright & Jaworski
LLP

<CAPTION>
NAME, AGE, PRINCIPAL
BUSINESS OCCUPATION SMALL
FOR THE PAST FIVE YEARS COMPANIES UTILITY
- ---------------------------------------- --------- -------
<S> <C> <C>
Grace C. Torres (37), -- --
First Vice President (since March 1994)
of PMF; First Vice President of
Prudential Securities (since March
1994); prior thereto, Vice President of
Bankers Trust Corporation
Stephen M. Ungerman (42), 1995 1995
First Vice President (since February
1993) of PMF; prior thereto, Senior Tax
Manager of Price Waterhouse
(1981-January 1993)
S. Jane Rose (50), 1984 1985
Senior Vice President and Senior
Counsel of PMF; Senior Vice President
and Senior Counsel of Prudential
Securities (since July 1992); formerly
Vice President and Associate General
Counsel of Prudential Securities
Deborah A. Docs (38), -- --
Vice President and Associate General
Counsel (since January 1993) of PMF;
Vice President and Associate General
Counsel of Prudential Securities (since
January 1993); previously Associate
Vice President (January 1990-
December 1992) and Assistant General
Counsel (November 1991-December 1992)
of PMF
Marguerite E.H. Morrison (40), -- 1991
Vice President and Associate General
Counsel (since June 1991) of PMF; Vice
President and Associate General Counsel
of Prudential Securities
Ellyn C. Vogin (35), -- --
Vice President and Associate General
Counsel (since March 1995) of PMF; Vice
President and Associate General Counsel
of Prudential Securities (since March
1995); prior thereto, associated with
the law firm of Fulbright & Jaworski
LLP

<CAPTION>
NAME, AGE, PRINCIPAL GLOBAL
BUSINESS OCCUPATION GLOBAL TOTAL
FOR THE PAST FIVE YEARS GOV'T RETURN
- ---------------------------------------- ------ ------
Grace C. Torres (37), -- --
First Vice President (since March 1994)
of PMF; First Vice President of
Prudential Securities (since March
1994); prior thereto, Vice President of
Bankers Trust Corporation
Stephen M. Ungerman (42), 1995 1995
First Vice President (since February
1993) of PMF; prior thereto, Senior Tax
Manager of Price Waterhouse
(1981-January 1993)
S. Jane Rose (50), 1987 1986
Senior Vice President and Senior
Counsel of PMF; Senior Vice President
and Senior Counsel of Prudential
Securities (since July 1992); formerly
Vice President and Associate General
Counsel of Prudential Securities
Deborah A. Docs (38), -- --
Vice President and Associate General
Counsel (since January 1993) of PMF;
Vice President and Associate General
Counsel of Prudential Securities (since
January 1993); previously Associate
Vice President (January 1990-
December 1992) and Assistant General
Counsel (November 1991-December 1992)
of PMF
Marguerite E.H. Morrison (40), 1991 --
Vice President and Associate General
Counsel (since June 1991) of PMF; Vice
President and Associate General Counsel
of Prudential Securities
Ellyn C. Vogin (35), -- --
Vice President and Associate General
Counsel (since March 1995) of PMF; Vice
President and Associate General Counsel
of Prudential Securities (since March
1995); prior thereto, associated with
the law firm of Fulbright & Jaworski
LLP
</TABLE>

D-2
<PAGE>
EXHIBIT E

FUNDAMENTAL RESTRICTIONS

The fundamental investment restrictions of each Fund will be found on the
following pages of this Exhibit (underscored language represents proposed
additions. Bracketed language represents proposed deletions):

E-1
<PAGE>

PRUDENTIAL EQUITY FUND, INC.

INVESTMENT RESTRICTIONS

The Fund may not:

1. Purchase any security (other than obligations of the U.S. Government, its
agencies or instrumentalities) if as a result with respect to 75% of the
Fund's total assets, more than 5% of the Fund's total assets (taken at current
value) would then be invested in securities of a single issuer.

2. Make short sales of securities except short sales against-the-box (but
the Fund may obtain such short-term credits as may be necessary for the
clearance of transactions).

3. Concentrate its investments in any one industry (no more than 25% of the
Fund's total assets will be invested in any one industry).

4. Issue senior securities, borrow money or pledge its assets, except that
the Fund may borrow up to 20% of the value of the total assets
(calculated when the loan is made) for temporary, extraordinary or emergency
purposes or for the clearance of transactions. The Fund may pledge up to 20% of
the value of its total assets to secure such borrowings. For the purpose of this
restriction, obligations of the Fund to Directors pursuant to deferred
compensation arrangements, the purchase or sale of securities on a when-issued
or delayed delivery basis, the purchase and sale of options, futures contracts
and forward foreign currency exchange contracts and collateral arrangements with
respect to the purchase and sale of options, futures contracts, options on
futures contracts and forward foreign currency exchange contracts are not deemed
to be the issuance of a senior security or a pledge of assets.

5. Purchase any security if as a result the Fund would then hold more than
10% of the outstanding voting securities of any one issuer.

[6.Purchase any security if as a result the Fund would then have more than
5% of its total assets (taken at current value) invested in securities of
companies (including predecessors) less than three years old.]

6. [7.] Buy or sell commodities or commodity contracts or real estate or
interests in real estate except that the Fund may purchase and sell stock
index futures contracts, options thereon and forward foreign currency exchange
contracts and securities which are secured by real estate and securities of
companies which invest or deal in real estate.

7. [8.] 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.

8. [9.] Make investments for the purpose of exercising control or
management.

9. [10.] Invest in securities of other investment companies, except by
purchases in the open market involving only customary brokerage
commissions and as a result of which not more than 10% of its total assets
(taken at current value) would be invested in such securities, or except as part
of a merger, consolidation or other acquisition.

10.[11.] Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the common stock of
companies which invest in or sponsor such programs.

11.[12.] Make loans, except through (i) repurchase agreements and (ii) loans
of portfolio securities ([such loans being] limited to 30% [10%] of the
Fund's total assets). (The purchase of a portion of an issue of securities
distributed publicly, whether or not the purchase is made on the original
issuance, is not considered the making of a loan.)

E-2
<PAGE>
PRUDENTIAL EQUITY INCOME FUND

INVESTMENT RESTRICTIONS

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); provided
that the deposit or payment by the Fund of initial or maintenance margin in
connection with stock index futures or options thereon is not considered the
purchase of a security on margin.

(2)Make short sales of securities or maintain a short position, except short
sales against-the-box.

(3)Issue senior securities, borrow money or pledge its assets, except that
the Fund may borrow up to 20% 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 and to take advantage of
investment opportunities. The Fund may pledge up to 20% of the value of its
total assets to secure such borrowings. For purposes of this restriction, the
purchase or sale of securities on a when-issued or delayed delivery basis,
forward foreign currency exchange contracts and collateral and collateral
arrangements relating thereto, collateral arranagements with respect to stock
index futures and options thereon and with respect to the writing of options on
securities or on stock indices 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 (other than obligations of the U.S. Government, its
agencies or instrumentalities) if as a result: (i) with respect to 75% of
the Fund's total assets, more than 5% of the Fund's total assets (determined at
the time of investment) would then be invested in securities of a single issuer,
or (ii) more than 25% of the Fund's total assets (determined at the time of
investment) would be invested in a single industry. As to utility companies,
gas, electric and telephone companies will be considered as separate industries.

(5)Purchase any security if as a result the Fund would then hold more than
10% of the outstanding voting securities of an issuer.

[(6)
Purchase any security if as a result the Fund would then have more than
5% of its total assets (determined at the time of investment) invested in
securities of companies (including predecessors) less than three years old,
except that the Fund may invest in the securities of any U.S. Government agency
or instrumentality, and in any security guaranteed by such an agency or
instrumentality.]

(6)[(7)] Buy or sell real estate or interests in real estate, except that
the Fund may purchase and sell securities which are secured by real
estate, securities of companies which invest or deal in real estate and publicly
traded securities of real estate investment trusts. The Fund may not purchase
interests in real estate limited partnerships which are not readily marketable.

(7)[(8)] Buy or sell commodities or commodity contracts, except that the
Fund may purchase and sell stock index futures contracts and options
thereon. (For purposes of this restriction, forward foreign currency exchange
contracts are not deemed to be a commodity or commodity contract.)

(8)[(9)] Act as underwriter except to the extent that, in connection with
the disposition of portolio securities, it may be deemed to be an
underwriter under certain federal securities law.

(9)[(10)] Make investments for the purpose of exercising control or
management.

(10)
[(11)] Invest in securities or other registered investment companies,
except by purchases in the open market involving only customary brokerage
commissions and as a result of which not more than 10% [5%]of its total assets
(determined at the time of investment) would be invested in such securities, or
except as part of a merger, consolidation or other acquisition.

(11)
[(12)] Invest in interests in oil, gas or other mineral exploration or
development programs, except that the Fund may invest in the securities
of companies which invest in or sponsor such programs.

E-3
<PAGE>
(12)
[(13)] Make loans, except through repurchase agreements and loans of
portfolio securities (limited to 33% of the Fund's total assets).

(13)
[(14)] Purchase warrants if as a result the Fund would then have more
than 5% of its total assets (taken at current value) invested in warrants
or more than 2% of its total assets (taken at current value) invested in
warrants not listed on the New York or American Stock Exchanges.

E-4
<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.

INVESTMENT RESTRICTIONS

The Fund may not:

1. Invest 25% or more of its total assets in any one industry. For this
purpose "industry" does not include the U.S. Government and agencies and
instrumentalities of the U.S. Government.

[2. Invest more than 5% of its total assets in securities of companies
having a record, together with predecessors, of less than three years of
continuous operation. This restriction shall not apply to obligations of the
U.S. Government and obligations issued by agencies of the U.S. Government or
instrumentalities established or sponsored by the U.S. Government.]

2. [3.] Purchase securities on margin, except such short-term credits as may
be necessary for the clearance of transactions and except that the Fund may make
deposits on margin in connection with futures contracts and options.

3. [4.] Purchase securities of other investment companies, except in
accordance with applicable limits under the Investment Company Act.

4. [5.] Make short sales of securities or maintain a short position, with
the exception of "short sales against the box," provided that not more than 10%
of the Fund's net assets (taken at market value) is held as collateral for such
sales at any one time.

5. [6.] Issue senior securities, borrow money or pledge its assets, except
that the Fund may borrow up to 20% of the value of its total assets (calculated
when the loan is made) for temporary or extraordinary or emergency purposes or
for the clearance of transactions. The Fund may pledge up to 20% of the value of
its total assets to secure such borrowings. For purposes of this restriction,
the purchase or sale of securities on a when-issued or delayed delivery basis,
collateral arrangements with respect to interest rate swaps, reverse repurchase
agreements or dollar roll transactions, options, futures contracts and options
on futures contracts and collateral arrangements with respect to initial and
variation margins are not deemed to be a pledge of assets or the issuance of a
senior security; and neither such arrangements, the purchase or sale of interest
rate futures contacts or other financial futures contracts or the purchase or
sale of related options nor obligations of the Fund to the Directors pursuant to
deferred compensation arrangements are deemed to be the issuance of a senior
security.

6. [7.] Buy or sell commodities, commodity contracts, real estate or
interests in real estate (including mineral leases or rights), except that the
Fund may purchase and sell futures contracts, options on futures contracts and
securities secured by real estate or interests therein or issued by companies
that invest therein. Transactions in foreign currencies and forward contracts
and options in foreign currencies are not considered by the Fund to be
transactions in commodities or commodity contracts.

7. [8.] Make loans (except that purchases of debt securities in accordance
with the Fund's investment objective and policies and loans of portfolio
securities and repurchase agreements are not considered by the Fund to be
"loans").

8. [9.] Make investments for the purpose of exercising control or management
over the issuers of any security.

9. [10.] Act as an underwriter (except to the extent the Fund may be deemed
to be an underwriter in connection with the sale of securities in the Fund's
investment portfolio).

E-5
<PAGE>
PRUDENTIAL JENNISON FUND, INC.

INVESTMENT RESTRICTIONS

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); provided that
the deposit or payment by the Fund of initial or maintenance margin in
connection with futures or options is not considered the purchase of a security
on margin.

2. Make short sales of securities or maintain a short position if, when
added together, more than 25% of the value of the Fund's net assets would be (i)
deposited as collateral for the obligation to replace securities borrowed to
effect short sales and (ii) allocated to segregated accounts in connection with
short sales. Short sales "against-the-box" are not subject to this limitation.

3. Issue senior securities, borrow money or pledge its assets, except that
the Fund may borrow from banks up to 20% 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 may pledge up to 20% of
the value of its total assets to secure such borrowings. For purposes of this
restriction, the purchase or sale of securities on a when-issued or delayed
delivery basis, forward foreign currency exchange contracts and collateral
arrangements relating thereto, and collateral arrangements with respect to
futures contracts and options thereon and with respect to the writing of options
and obligations of the Fund to Directors pursuant to deferred compensation
arrangements are not deemed to be a pledge of assets or the issuance of a senior
security.

4. Purchase any security (other than obligations of the U.S. Government, its
agencies or instrumentalities) if as a result: (i) with respect to 75% of the
Fund's total assets, more than 5% of the Fund's total assets (determined at the
time of investment) would then be invested in securities of a single issuer, or
(ii) 25% or more of the Fund's total assets (determined at the time of the
investment) would be invested in a single industry.

[5. Purchase any security if as a result the Fund would then have more than
5% of its total assets (determined at the time of investment) invested in
securities of companies (including predecessors) less than three years old,
except that the Fund may invest in the securities of any U.S. Government agency
or instrumentality, and in any security guaranteed by such an agency or
instrumentality.]

5. [6.] BUY OR SELL REAL ESTATE OR INTERESTS IN REAL ESTATE, EXCEPT THAT THE
FUND MAY PURCHASE AND SELL SECURITIES WHICH ARE SECURED BY REAL ESTATE,
SECURITIES OF COMPANIES WHICH INVEST OR DEAL IN REAL ESTATE AND PUBLICLY TRADED
SECURITIES OF REAL ESTATE INVESTMENT TRUSTS. THE FUND MAY NOT PURCHASE INTERESTS
IN REAL ESTATE LIMITED PARTNERSHIPS WHICH ARE NOT READILY MARKETABLE.

6. [7.] BUY OR SELL COMMODITIES OR COMMODITY CONTRACTS, EXCEPT THAT THE FUND
MAY PURCHASE AND SELL FINANCIAL FUTURES CONTRACTS AND OPTIONS THEREON.
(FOR PURPOSES OF THIS RESTRICTION, FUTURES CONTRACTS ON CURRENCIES AND ON
SECURITIES INDICES AND FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS ARE NOT
DEEMED TO BE COMMODITIES OR COMMODITY CONTRACTS.)

7. [8.] ACT AS UNDERWRITER EXCEPT TO THE EXTENT THAT, IN CONNECTION WITH THE
DISPOSITION OF PORTFOLIO SECURITIES, IT MAY BE DEEMED TO BE AN
UNDERWRITER UNDER CERTAIN FEDERAL SECURITIES LAWS. THE FUND HAS NOT ADOPTED A
FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO INVESTMENTS IN RESTRICTED
SECURITIES. SEE "ILLIQUID SECURITIES."

8. [9.] MAKE INVESTMENTS FOR THE PURPOSE OF EXERCISING CONTROL OR
MANAGEMENT.

9. [10.] INVEST IN SECURITIES OF OTHER INVESTMENT COMPANIES, EXCEPT BY
PURCHASES IN THE OPEN MARKET INVOLVING ONLY CUSTOMARY BROKERAGE
COMMISSIONS AND AS A RESULT OF WHICH THE FUND WILL NOT HOLD MORE THAN 3% OF THE
OUTSTANDING VOTING SECURITIES OF ANY ONE INVESTMENT COMPANY, WILL NOT HAVE
INVESTED MORE THAN 5% OF ITS TOTAL ASSETS IN ANY ONE INVESTMENT COMPANY AND WILL
NOT HAVE INVESTED MORE THAN 10% OF ITS TOTAL ASSETS (DETERMINED AT THE TIME OF
INVESTMENT) IN SUCH SECURITIES OF ONE OR MORE INVESTMENT COMPANIES, OR EXCEPT AS
PART OF A MERGER, CONSOLIDATION OR OTHER ACQUISITION.

E-6
<PAGE>
10.[11.] Invest in interests in oil, gas or other mineral exploration or
development programs, except that the Fund may invest in the securities
of companies which invest in or sponsor such programs.

11.[12.] Make loans, except through (i) repurchase agreements and (ii) loans
of portfolio securities limited to 30% of the Fund's total assets.

12.[13.] Purchase more than 10% of all outstanding voting securities of any
one issuer.

E-7
<PAGE>
PRUDENTIAL MULTI-SECTOR FUND, INC.

INVESTMENT RESTRICTIONS

The Fund may not:

2. Make short sales of securities (other than short sales against-the-box)
or maintain a short position if, when added together, more than 25% of the value
of the Fund's net assets would be (i) deposited as collateral for the obligation
to replace securities borrowed to effect short sales and (ii) allocated to
segregated accounts in connection with short sales.

3. Issue senior securities, borrow money or pledge its assets, except that
the Fund may borrow up to 20% of the value of its total assets (calculated when
the loan is made) from banks and from entities other than banks if so permitted
pursuant to an order of the SEC for temporary, extraordinary or emergency
purposes or for the clearance of transactions and to take advantage of
investment opportunities. The Fund may pledge up to 20% of the value of its
total assets to secure such borrowings. For purposes of this restriction, the
purchase or sale of securities on a when-issued or delayed delivery basis,
forward foreign currency exchange contracts and collateral and collateral
arrangements relating thereto, and collateral arrangements with respect to
futures contracts and options thereon and with respect to the writing of options
and obligations of the Fund to Directors pursuant to deferred compensation
arrangements are not deemed to be a pledge of assets or the issuance of a senior
security.

4. Purchase any security (other than obligations of the U.S. Government, its
agencies or instrumentalities) if as a result 25% or more of the value of the
Fund's total assets (determined at the time of the investment) would be invested
in the securities of one or more issuers conducting their principal business
activities in the same industry or group of industries.

5. Purchase any security if as a result the Fund would then hold more than
10% of the outstanding voting securities of an issuer.

6. Purchase any security if as a result the Fund would then have more than
5% of its total assets (determined at the time of investment) invested in
securities of companies (including predecessors) less than three years old,
provided that there is no limit on the Fund's ability to invest in the
securities of any U.S. Government agency or instrumentality, and in any security
guaranteed by such an agency or instrumentality.

7. Buy or sell real estate or interests in real estate, except that the Fund
may purchase and sell securities which are secured by real estate, securities of
companies which invest or deal in real estate and publicly traded securities of
real estate investment trusts. The Fund may not purchase interests in real
estate limited partnerships which are not readily marketable.

8. Buy or sell commodities or commodity contracts. (For purposes of this
restriction, futures contracts and forward foreign currency exchange contracts
are not deemed to be commodities or commodity contracts.)

9. Act as an 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.

10. Make investments for the purpose of exercising control or management.

11. Invest in securities of other registered investment companies, except by
purchases in the open market involving only customary brokerage commissions and
as a result of which not more than 10% of its total assets (determined at the
time of investment) would be invested in such securities, or except as part of a
merger, consolidation or other acquisition.

E-8
<PAGE>
12. Invest in interests in oil, gas or other mineral exploration or
development programs, except that the Fund may invest in the securities of
companies which invest in or sponsor such programs.

13. Make loans, except through (i) repurchase agreements and (ii) loans of
portfolio securities (limited to 30% [10%] of the Fund's total assets).

E-9
<PAGE>
PRUDENTIAL SMALL COMPANIES FUND, INC.

INVESTMENT RESTRICTIONS

The Fund may not:

(1) With respect to 75% of the Fund's total assets, invest more than 5% of
the value of its total assets in the securities of any one issuer (other than
obligations issued or guaranteed by the United States Government, its agencies
or instrumentalities). It is the current policy (but not a fundamental policy)
of the Fund not to invest more than 5% of the value of its total assets in
securities of any one issuer.

(2) Purchase more than 10% of the outstanding voting securities of any one
issuer.

(3) Invest more than 25% of the value of its total assets in securities of
issuers in any one industry. This restriction does not apply to obligations
issued or guaranteed by the United States Government or its agencies or
instrumentalities.

[(4) Invest more than 5% of the value of its total assets in securities of
issuers having a record, together with predecessors, of less than three years of
continuous operation. This restriction shall not apply to any obligation issued
or guaranteed by the United States Government, its agencies or
instrumentalities.]

(4)[(5)] Purchase or sell real estate or interests therein, although the
Fund may purchase securities of issuers which engage in real estate
operations and securities which are secured by real estate or interests therein.

(5)[(6)] Purchase or sell commodities or commodity futures contracts, except
THAT TRANSACTIONS IN FOREIGN CURRENCY financial futures contracts AND
FORWARD CONTRACTS AND RELATED OPTIONS ARE NOT CONSIDERED TO BE TRANSACTIONS IN
COMMODITIES OR COMMODITY CONTRACTS [as described under "Investment Objective and
Policies" in the Prospectus and this Statement of Additional Information].

(6)[(7)] Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Fund
may invest in the securities of companies which operate, invest in or sponsor
such programs.

(7)[(8)] Purchase securities of other investment companies, EXCEPT BY
PURCHASES IN THE OPEN MARKET INVOLVING ONLY CUSTOMARY BROKERAGE
COMMISSIONS AND AS A RESULT OF WHICH NOT MORE THAN 10% OF ITS TOTAL ASSETS
(DETERMINED AT THE TIME OF INVESTMENT) WOULD BE INVESTED IN SUCH SECURITIES OR
except in connection with a merger, consolidation, reorganization or acquisition
of assets.

(8)[(9)] Issue senior securities, borrow money or pledge its assets, except
that the Fund may borrow up to 20% of the value of the total assets
(calculated when the loan is made) for temporary, extraordinary or emergency
purposes or for the clearance of transactions. The Fund may pledge up to 20% of
the value of its total assets to secure such borrowings. Secured borrowings may
take the form of reverse repurchase agreements, pursuant to which the Fund would
sell portfolio securities for cash and simultaneously agree to repurchase them
at a specified date for the same amount of cash plus an interest component. For
purposes of this restriction, obligations of the Fund to Directors pursuant to
deferred compensation arrangements, the purchase and sale of securities on a
when-issued or delayed delivery basis, the purchase and sale of FORWARD FOREIGN
CURRENCY EXCHANGE CONTRACTS AND financial futures contracts and RELATED options
and collateral arrangements with respect to margins for financial futures
contracts and with respect to options are not deemed to be the issuance of a
senior security or a pledge of assets.

(9)[(10)] Make loans of money or securities, except by the purchase of debt
obligations in which the Fund may invest consistently with its investment
objective and policies or by investment in repurchase agreements.

(10)
[(11)] Make short sales of securities except short sales against-the-box.

E-10
<PAGE>
(11)
[(12)] Purchase securities on margin, except for such short-term loans as
are necessary for the clearance of purchases of portfolio securities.
(For the purpose of this restriction, the deposit or payment by the Fund of
initial or maintenance margin in connection with financial futures contracts is
not considered the purchase of a security on margin.)

(12)
[(13)] Engage in the underwriting of securities, except insofar as the
Fund may be deemed an underwriter under the Securities Act of 1933, as
amended (the "Securities Act"), in disposing of a portfolio security.

(13)
[(14)] Invest for the purpose of exercising control or management of any
other issuer.

E-11
<PAGE>
PROXY
x PRUDENTIAL ALLOCATION FUND (BALANCED PORTFOLIO)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES.

The undersigned hereby appoints Susan C. Cote, Marguerite E.H. Morrison, and
S. Jane Rose as Proxies, each with the power of substitution, and hereby
authorizes each of them, to represent and to vote, as designated below, all
the shares of beneficial interest of Prudential Allocation Fund (Balanced
Portfolio) (the "Fund") held of
record by the undersigned on August 9, 1996 at the Special Meeting of
Shareholders to be held on October 30, 1996, or any adjournment thereof.

THE TRUSTEES RECOMMEND A VOTE "FOR" ALL OF THE NOMINEES AND "FOR" EACH OF THE
FOLLOWING PROPOSALS.

1. Election of Trustees

Nominees: Edward D. Beach
Delayne D. Gold
Robert F. Gunia
Donald D. Lennox
Douglas H. McCorkindale
Mendel A. Melzer
Thomas T. Mooney
Stephen P. Munn
Richard A. Redeker
Robin B. Smith
Louis A. Weil, III
Clay T. Whitehead

2. N/A

3. N/A

4. To transact such other business as may properly come before the Meeting
and any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 4 ABOVE.

PLACE "X" ONLY IN ONE BOX

1. Election of Nominees

/ / For All / / Withhold All / / For All Except As Listed Below

List Exceptions:
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------

VOTING INSTRUCTIONS: Mark your vote
(For, Against, Abstain) IN THE BOX

For Against Abstain

4. / / / / / /

<PAGE>

PROXY
x PRUDENTIAL ALLOCATION FUND (STRATEGY PORTFOLIO)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES.

The undersigned hereby appoints Susan C. Cote, Marguerite E.H. Morrison, and
S. Jane Rose, as Proxies, each with the power of substitution, and hereby
authorizes each of them, to represent and to vote, as designated below, all
the shares of beneficial interest of Prudential Allocation Fund (Strategy
Portfolio) (the "Fund") held of record by the undersigned on August 9, 1996
at the Special Meeting of Shareholders to be held on October 30, 1996, or any
adjournment thereof.

THE TRUSTEES RECOMMEND A VOTE "FOR" ALL OF THE NOMINEES AND "FOR" EACH OF THE
FOLLOWING PROPOSALS.

1. Election of Trustees

2. N/A

3. N/A

4. To transact such other business as may properly come before the Meeting
and any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 4.

PLACE "X" ONLY IN ONE BOX

1. Election of Nominees

/ / For All / / Withhold All / / For All Except As Listed Below

List Exceptions:
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------

VOTING INSTRUCTIONS: Mark your vote
(For, Against, Abstain) IN THE BOX

For Against Abstain

4. / / / / / /

<PAGE>

To ensure the accuracy of the information, we have graphically imaged the
issuer's card. Therefore, please be aware that there may be some references
to "reverse side" which do not pertain.

PROXY CARD INSTRUCTIONS...

This Proxy Card is made up of two sections.

The Proposal Section has been designed to present the issuer's proposals for
your consideration. You may wish to retain this section for your records.

The Voting Section has been designed to accommodate the various proposals and
offer quick and accurate tabulation of your valued vote.

- - For Election of Nominee:
- Mark "FOR ALL" if you wish to vote for all nominees.
- Mark "WITHHOLD ALL" if you wish to vote against all nominees.
- Mark "FOR ALL EXCEPT AS LISTED BELOW" if you wish to withhold
authority for any individual nominee. Then, write the name of the
nominee for whom you wish to withhold authority in the space
provided. If you wish to withhold authority for more than one
nominee, simply list the names in the spaces provided and on the
back of the voting section of the Proxy Card.

- - Please read the issuer's proposals and make your selection. For detailed
information refer to the additional literature enclosed. In order to
facilitate electronic scanning please:
- Make dark, heavy marks within the appropriate box to indicate your
selection.
- Use a pencil or pen -- black or blue ink only -- to complete the
form.
- Do not make any stray marks on the form.
- Erase all unwanted marks completely.

Proper Marks For Against Abstain

[EXAMPLE OF PROPER MARKS APPEARS HERE]

Improper Marks For Against Abstain

[EXAMPLE OF IMPROPER MARKS APPEARS HERE]

- - If you wish to attend the meeting and vote your shares, mark the box for
a "Legal Proxy" and one will be mailed to you.

- - If you wish to attend the meeting, and have your vote included with ours,
mark the box for an "Admission Pass" and one will be mailed to you.

- - NOTE: Please sign as name appears. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, give
full title as such.

- - It is very important that you date and sign your card. Failure to do so
may result in your proxy being declared invalid.

- - After making your selections, signing and dating the card, carefully
detach the Voting Section and return it to us for tabulation, using the
enclosed postage paid envelope. Please do not enclose anything else in
this envelope, as doing so may delay the tabulation of your vote.

Proposal Section. Please retain for your records

Voting Section. Enter your vote, date and sign. Detach and return in the
enclosed envelope, right side up, without additional enclosures.

ADDITIONAL EXCEPTED NOMINEES

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

---------------------------- PROXY SERVICES

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

<PAGE>

PROXY
x PRUDENTIAL EQUITY INCOME FUND
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES.

The undersigned hereby appoints Susan C. Cote, Marguerite E. H. Morrison, and
S. Jane Rose as Proxies each with the power of substitution, and hereby
authorizes each of them, to represent and to vote, as designated below, all
the shares of beneficial interest of Prudential Equity Income Fund (the Fund)
held of record by the undersigned on August 9, 1996 at the Special Meeting of
Shareholders to be held on October 30, 1996 or any adjournment thereof.

THE TRUSTEES RECOMMEND A VOTE "FOR" ALL OF THE NOMINEES AND "FOR" EACH OF THE
FOLLOWING PROPOSALS.

1. Election of Trustees

2(a). To approve an amendment of the Fund's investment restrictions regarding
investment in shares of other investment companies.

2(b). To approve the elimination of the Fund's investment restriction regarding
inseasoned issuers.

3. To ratify the selection by the Trustees of Deloitte & Touche LLP as
independent accountants for the fiscal year ending October 31, 1996.

4. To transact such other business as may properly come before the meeting
and any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3, AND 4.

PLACE "X" ONLY IN ONE BOX

1. Election of Nominees

/ / For All / / Withhold All / / For All Except As Listed Below

List Exceptions:
-------------------------------------------------------
-------------------------------------------------------

VOTING INSTRUCTIONS: Mark your vote
(For, Against, Abstain) IN THE BOX

For Against Abstain

2a. / / / / / /
2b. / / / / / /
3. / / / / / /
4. / / / / / /

<PAGE>

To ensure the accuracy of the information, we have graphically imaged the
issuer's card. Therefore, please be aware that there may be some references
to "reverse side" which do not pertain.

PROXY CARD INSTRUCTIONS...

This Proxy Card is made up of two sections.

The Proposal Section has been designed to present the issuer's proposals for
your consideration. You may wish to retain this section for your records.

The Voting Section has been designed to accommodate the various proposals and
offer quick and accurate tabulation of your valued vote.

Proper Marks For Against Abstain

[EXAMPLE OF PROPER MARKS APPEARS HERE]

Improper Marks For Against Abstain

[EXAMPLE OF IMPROPER MARKS APPEARS HERE]

- - If you wish to attend the meeting and vote your shares, mark the box for
a "Legal Proxy" and one will be mailed to you.

- - If you wish to attend the meeting, and have your vote included with ours,
mark the box for an "Admission Pass" and one will be mailed to you.

- - NOTE: Please sign as name appears. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, give
full title as such.

- - It is very important that you date and sign your card. Failure to do so
may result in your proxy being declared invalid.

Proposal Section. Please retain for your records

Voting Section. Enter your vote, date and sign. Detach and return in the
enclosed envelope, right side up, without additional enclosures.

ADDITIONAL EXCEPTED NOMINEES

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

---------------------------- PROXY SERVICES

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

<PAGE>

YOUR VOTE IS IMPORTANT! PROXY SERVICES, PO BOX 550, NEW YORK, NY 10013-055

To Our Clients:

The enclosed proxy material pertains to shares we hold in your account in
"Street" name (that is, not registered in your name). As the holder of record,
only we can vote these shares at the stockholders' meeting.

To allow us to vote your shares in accordance with your direction, please
indicate your instructions on the enclosed proxy, sign it and return it to us in
the enclosed self-addressed stamped envelope. The Exchange rules state that if
your instructions are not received by the tenth day before the meeting, the
proxy may be voted at our discretion. If you are unable to return the proxy by
that date, you may still communicate your instructions by contacting your
financial advisor. As long as we receive your instructions prior to the
stockholders' meeting, we will follow them, even if your discretionary vote has
already been given.

If you sign without otherwise marking the form, the shares will be voted as
recommended by management on the meeting agenda. If you wish to attend the
meeting in person or have a legal proxy covering your shares, please contact
your financial advisor.

Form 2502 (REV. 7-96)
<PAGE>

YOUR VOTE IS IMPORTANT! PROXY SERVICES, PO BOX 550 , NEW YORK, NY 10013-055

To our Clients:

Because all the proposals are non-routine, the Exchange rules state that to
represent your shares at the meeting, we must have your specific voting
instructions.

Please mark your choices on the proxy and be sure to sign it. Return the form
to us promptly in the enclosed self-addressed stamped envelope.

If you sign without otherwise marking the form, the shares will be voted as
recommended by the management on a meeting agenda.

If you wish to attend the meeting in person or have a legal proxy covering your
shares, please contact your financial advisor.

FORM 2503 (REV. 7-96)