<PAGE>
As filed with the Securities and Exchange Commission on August 9, 1996
Securities Act Registration No. 33-10649
Investment Company Act Registration No. 811-4930
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 15 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 19 /X/
(Check appropriate box or boxes)
------------------------
PRUDENTIAL MUNICIPAL BOND FUND
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(NAME AND ADDRESS OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
/ / immediately upon filing pursuant to paragraph (b)
/X/ on September 3, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously registered an indefinite number of shares of beneficial interest, par
value $.01 per share. The Registrant filed a notice under such Rule for its
fiscal year ended April 30, 1996 on June 25, 1996.
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<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ---------------------------------------------------- ----------------------------------------
<S> <C> <C> <C>
PART A
Item 1. Cover Page.............................. Cover Page; Wrapper
Item 2. Synopsis................................ Fund Expenses; Wrapper; Supplement
Item 3. Condensed Financial Information......... Fund Expenses; Financial Highlights
Item 4. General Description of Registrant....... Cover Page; How the Fund Invests;
General Information
Item 5. Management of Fund...................... Financial Highlights; How the Fund is
Managed; General Information; Wrapper
Item 6. Capital Stock and Other Securities...... Taxes, Dividends and Distributions;
General Information; Supplement
Item 7. Purchase of Securities Being Offered.... Shareholder Guide; How the Fund Values
its Shares; Wrapper
Item 8. Redemption or Repurchase................ Shareholder Guide; General Information
Item 9. Pending Legal Proceedings............... How the Fund is Managed
PART B
Item 10. Cover Page.............................. Cover Page
Item 11. Table of Contents....................... Table of Contents
Item 12. General Information and History......... General Information
Item 13. Investment Objectives and Policies...... Investment Objectives and Policies;
Investment Restrictions
Item 14. Management of the Fund.................. Trustees and Officers; Manager;
Distributor; Supplement
Item 15. Control Persons and Principal Holders of
Securities.............................. Trustees and Officers; Supplement
Item 16. Investment Advisory and Other
Services................................ Manager; Distributor; Custodian,
Transfer
and Dividend Disbursing Agent and
Independent Accountants
Item 17. Brokerage Allocation and Other
Practices............................... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities...... Organization and Capitalization
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered................ Purchase and Redemption of Fund Shares;
Shareholder Investment Account;
Supplement
Item 20. Tax Status.............................. Taxes, Dividends and Distributions
Item 21. Underwriters............................ Distributor
Item 22. Calculation of Performance Data......... Performance Information
Item 23. Financial Statements.................... Financial Statements
PART C
Information required to be included in Part C is set forth under the appropriate Item,
so numbered, in Part C to this Post-Effective Amendment to the Registration Statement.
</TABLE>
<PAGE>
PRUDENTIAL MUNICIPAL BOND FUND
(CLASS Z SHARES)
- ----------------------------------------------------------------
PROSPECTUS DATED , 1996
- ----------------------------------------------------------------
Prudential Municipal Bond Fund (the Fund) is an open-end, diversified,
management investment company, or mutual fund, consisting of three separate
portfolios--the High Yield Series, the Insured Series and the Intermediate
Series (collectively, the Series). The investment objectives of the Series are
as follows: (i) the objective of the High Yield Series is to provide the maximum
amount of income that is eligible for exclusion from federal income taxes, (ii)
the objective of the Insured Series is to provide the maximum amount of income
that is eligible for exclusion from federal income taxes consistent with the
preservation of capital and (iii) the objective of the Intermediate Series is to
provide a high level of income that is eligible for exclusion from federal
income taxes consistent with the preservation of capital. Although each Series
will seek income that is eligible for exclusion from federal income taxes, a
portion of the dividends and distributions paid by each Series (and, in
particular, the High Yield Series) may be treated as a preference item for
purposes of the alternative minimum tax. Each Series seeks to achieve its
objective through the separate investment policies described in this Prospectus.
There can be no assurance that the Series' investment objectives will be
achieved. See "How the Fund Invests--Investment Objectives and Policies."
Subject to the limitations described herein, each Series may utilize
derivatives, including buying and selling futures contracts for the purpose of
hedging its portfolio securities. See "How the Fund Invests--Investment
Objectives and Policies."
ALTHOUGH THE HIGH YIELD SERIES MAY INVEST UP TO 100% OF ITS ASSETS IN LOWER
RATED BONDS, COMMONLY KNOWN AS "JUNK BONDS," SUCH SECURITIES TYPICALLY COMPRISE
LESS THAN HALF OF THE SERIES' INVESTMENT PORTFOLIO. INVESTMENTS OF THIS TYPE ARE
SUBJECT TO A GREATER RISK OF LOSS OF PRINCIPAL AND INTEREST, INCLUDING DEFAULT
RISK, THAN HIGHER RATED BONDS. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS
ASSOCIATED WITH AN INVESTMENT IN THIS SERIES. See "How the Fund
Invests--Investment Objectives and Policies--Risk Factors Relating to Investing
in High Yield Securities."
The Insured Series invests at least 70% of its assets in insured obligations.
The insurance relates to the timely payment of principal and interest on
portfolio investments and not to the shares of the Series.
The Fund's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.
- --------------------------------------------------------------------------------
Class Z shares are offered exclusively for sale to a limited group of investors.
Only Class Z shares are offered through this Prospectus. The Fund also offers
Class A, Class B and Class C shares through the attached Prospectus dated June
28, 1996 (the Retail Class Prospectus) which is a part hereof.
- --------------------------------------------------------------------------------
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information about
the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated June 28, 1996, which information is
incorporated herein by reference (is legally considered a part of this
Prospectus) and is available without charge upon request to the Fund at the
address or telephone number noted above.
- --------------------------------------------------------------------------------
INVESTORS ARE ADVISED TO READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE
REFERENCE.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
- --------------------------------------------------------------------------------
FUND EXPENSES
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES CLASS Z SHARES
----------------
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)........................ None
Maximum Sales Load or Deferred Sales Load Imposed on Reinvested Dividends......................... None
Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, whichever
is lower)....................................................................................... None
Redemption Fees................................................................................... None
Exchange Fee...................................................................................... None
<CAPTION>
ANNUAL FUND OPERATING EXPENSES* CLASS Z SHARES
----------------
<S> <C>
(as a percentage of average net assets)
Management Fees (Before Waiver):
High Yield Series............................................................................. .50%
Insured Series................................................................................ .50
Intermediate Series........................................................................... .50
12b-1 Fees:
High Yield Series............................................................................. None
Insured Series................................................................................ None
Intermediate Series........................................................................... None
Other Expenses:
High Yield Series............................................................................. .09%
Insured Series................................................................................ .13
Intermediate Series........................................................................... .61
Total Fund Operating Expenses (Before Waiver):
High Yield Series............................................................................. .59%
Insured Series................................................................................ .63
Intermediate Series........................................................................... 1.11
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE (EACH SERIES) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each time period:
High Yield Series........................................ $ 6 $ 19 $ 33 $ 74
Insured Series........................................... $ 6 $ 20 $ 35 $ 79
Intermediate Series...................................... $ 11 $ 35 $ 61 $ 135
The above example is based on expenses expected to have been incurred if Class Z shares had been in existence
throughout the fiscal year ended April 30, 1996. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of this table is to assist investors in understanding the various costs and expenses that an investor
in Class Z shares of the Fund will bear, whether directly or indirectly. For more complete descriptions of the
various costs and expenses, see "How the Fund is Managed." "Other Expenses" includes operating expenses of the
Fund, such as Trustees' and professional fees, registration fees, reports to shareholders and transfer agency and
custodian fees.
<FN>
--------------
*Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended April 30,1996, without
taking into account the management fee waiver. At the current level of
management fee waiver (10%), Management Fees would be .45% for each Series and
Total Fund Operating Expenses would be .54%, .58% and 1.06% for the High Yield
Series, Insured Series and Intermediate Series, respectively.
</TABLE>
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO BUY SHARES
OF THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR SHARES" IN THE RETAIL
CLASS PROSPECTUS:
Class Z shares of the Fund are available for purchase by participants (other
than benefit plans and individual retirement
accounts) in any fee-based program sponsored by Prudential Securities or its
affiliates which includes mutual funds as investment options and for which the
Fund is an available option.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE
YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shareholders of the Fund may exchange their Class Z shares for Class
Z shares of another Series or other Prudential Mutual Funds on the basis of
relative net asset value. Shareholders who qualify to purchase Class Z shares
(other than participants in any fee-based program) will have their Class B and
Class C shares which are not subject to contingent deferred sales charges and
their Class A shares exchanged for Class Z shares on a quarterly basis.
Participants (other than benefit plans and individual retirement accounts) in
any fee-based program for which the Fund is an available option will have their
Class A shares, if any, exchanged for Class Z shares when they elect to have
those assets become a part of the fee-based program. Upon leaving the program
(whether voluntarily or not), such Class Z shares (and, to the extent provided
for in the program, Class Z shares acquired through participation in the
program) will be exchanged for Class A shares at net asset value. See
"Shareholder Guide--How to Exchange Your Shares--Special Exchange Privilege."
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR"
IN THE RETAIL CLASS PROSPECTUS:
Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which is reimbursed by or paid for by the Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND DISTRIBUTIONS"
IN THE RETAIL CLASS PROSPECTUS:
The Fund has obtained opinions of counsel to the effect that neither (i) the
conversion of Class B shares into Class A shares nor (ii) the exchange of any
class of the Fund's shares for any other class of its shares constitutes a
taxable event for federal income tax purposes. However, such opinions are not
binding on the Internal Revenue Service.
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
<PAGE>
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those contained
in this Prospectus, in connection with the offer contained herein, and, if given
or made, such other information or representations must not be relied upon as
having been authorized by the Fund or the Distributor. This Prospectus does not
constitute an offer by the Fund or by the Distributor to sell or a solicitation
of any offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such jurisdiction.
-------------------------------------------
TABLE OF CONTENTS
FOR CLASS A, B AND C
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUND HIGHLIGHTS...................................................... 2
Risk Factors and Special Characteristics........................... 2
FUND EXPENSES........................................................ 4
FINANCIAL HIGHLIGHTS................................................. 6
HOW THE FUND INVESTS................................................. 15
Investment Objectives and Policies................................. 15
Hedging Strategies................................................. 20
Other Investments and Policies..................................... 22
Investment Restrictions............................................ 25
HOW THE FUND IS MANAGED.............................................. 25
Manager............................................................ 25
Distributor........................................................ 26
Portfolio Transactions............................................. 28
Custodian and Transfer and Dividend Disbursing Agent............... 28
HOW THE FUND VALUES ITS SHARES....................................... 28
HOW THE FUND CALCULATES PERFORMANCE.................................. 29
TAXES, DIVIDENDS AND DISTRIBUTIONS................................... 29
GENERAL INFORMATION.................................................. 32
Description of Shares.............................................. 32
Additional Information............................................. 33
SHAREHOLDER GUIDE.................................................... 33
How to Buy Shares of the Fund...................................... 33
Alternative Purchase Plan.......................................... 34
How to Sell Your Shares............................................ 36
Conversion Feature--Class B Shares................................. 39
How to Exchange Your Shares........................................ 39
Shareholder Services............................................... 40
DESCRIPTION OF SECURITY RATINGS...................................... A-1
THE PRUDENTIAL MUTUAL FUND FAMILY.................................... B-1
</TABLE>
-------------------------------------------
MF133Z 4441470
CUSIP Nos.:
High Yield Series Class Z: 74435L
Insured Series Class Z: 74435L
Intermediate Series Class Z: 74435L
PRUDENTIAL
MUNICIPAL BOND
FUND
(CLASS Z SHARES)
- ------------------------------
,
1996
HIGH YIELD SERIES
INSURED SERIES
INTERMEDIATE SERIES
[LOGO]
<PAGE>
PRUDENTIAL MUNICIPAL BOND FUND
Supplement dated , 1996 to
Prospectus dated June 28, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
SHARES" IN THE PROSPECTUS:
The Fund is authorized to offer an unlimited number of shares of beneficial
interest, divided into four classes of shares, designated Class A, Class B,
Class C and Class Z shares. Each class represents an interest in the same assets
of a Series and is identical in all respects except that (i) each class is
subject to different sales charges and distribution and/or service fees (except
for Class Z shares which are not subject to any sales charges and distribution
and/or service fees), which may affect performance, (ii) each class has
exclusive voting rights on any matter submitted to shareholders that relates
solely to its distribution arrangements and has separate voting rights on any
matter submitted to shareholders in which the interests of one class differ from
the interests of any other class, (iii) each class has a different exchange
privilege, (iv) only Class B shares have a conversion feature and (v) Class Z
shares are offered exclusively for sale to a limited group of investors. For
more information about Class Z shares, contact your Prudential Securities
financial adviser or Prusec representative or telephone the Fund at (800)
225-1852. Since Class B and Class C shares generally bear higher distribution
expenses than Class A shares, the liquidation proceeds to shareholders of those
classes are likely to be lower than to Class A shareholders and to Class Z
shareholders, whose shares are not subject to any distribution and/or service
fee. In accordance with the Fund's Declaration of Trust, the Board of Trustees
may authorize the creation of additional series and classes within such series,
with such preferences, privileges, limitations and voting and dividend rights as
the Board of Trustees may determine.
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND CALCULATES PERFORMANCE"
IN THE PROSPECTUS:
The Fund may include comparative performance information in advertising or
marketing the Fund's shares. The Fund may include performance information about
each of the Fund's classes and is no longer required to include performance data
for all classes of shares in an advertisement or other information including
performance data of the Fund. See "How the Fund Calculates Performance."
MF133C- (9/ /96)
<PAGE>
PRUDENTIAL MUNICIPAL BOND FUND
Supplement dated , 1996 to
Statement of Additional Information dated
June 28, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "TRUSTEES AND OFFICERS" IN THE
STATEMENT OF ADDITIONAL INFORMATION:
As of July 26, 1996, the Trustees and officers of the Fund, as a group,
owned beneficially less than 1% of the outstanding shares of beneficial interest
of each Series of the Fund.
As of July 26, 1996, Prudential Securities was record holder for other
beneficial owners of 17,631,352 Class A shares (or 70.6% of the outstanding
Class A shares) of the High Yield Series, 8,137,693 Class A shares (or 52.5% of
the outstanding Class A shares) of the Insured Series and 813,678 Class A shares
(or 68.5% of the outstanding Class A shares) of the Intermediate Series;
53,028,652 Class B shares (or 75.5% of the outstanding Class B shares) of the
High Yield Series, 13,940,824 Class B shares (or 38.5% of the outstanding Class
B shares) of the Insured Series and 1,788,609 Class B shares (or 50.1% of the
outstanding Class B shares) of the Intermediate Series; and 670,290 Class C
shares (or 95.7% of the outstanding Class C shares) of the High Yield Series,
59,534 Class C shares (or 57.6% of the outstanding Class C shares) of the
Insured Series and 2,355 Class C shares (or 28.0% of the outstanding Class C
shares) of the Intermediate Series. In the event of any meetings of
shareholders, Prudential Securities will forward, or cause the forwarding of,
proxy material to the beneficial owners for which it is the record holder.
As of July 26, 1996, the beneficial owners, directly or indirectly, of more
than 5% of the outstanding shares of any class of beneficial interest of a
Series were: Gary Oliver, Patricia Oliver CONS, Property of Laura Lee Oliver,
43553 SE Marmot Road, Sandy, OR 97055-9701, who held 67,390 Class A shares of
the Intermediate Series (5.6%); Frank R. Grabenhofer, Loretta M. Grabenhofer
JTTEN, 15606 Plum Tree Drive, Orlando Park, IL 60462-5987, who held 3,585 Class
C shares of the Intermediate Series (42.7%); Marie A. Lambert, Louise M. Dean JT
Ten TOD Elizabeth Marie Dean, subject to state TOD rules NJ, 400 W 76 Ave.,
Anchorage, AK 99518-2550, who held 2,434 Class C shares of the Intermediate
Series (28.9%); Timothy G. Beno, 8800 Linn Station Rd., Louisville, KY
40222-5657 who held 940 Class C shares of the Intermediate Series (11.1%);
Edward T. Roder TTEE Edward A. Roder Trust, UA DAD 10/19/88, 1108 Grant Place,
Vernon Hills, IL 60061-1014, who held 938 Class C shares of the Intermediate
Series (11.1%); Richard A. Reed MD and Mary E. Reed JTTEN, 14 Latigo Lane,
Rolling Hills, CA 90274-1520 who held 477 Class C shares of the Intermediate
Series (5.6%); Charles A. Gash & Margaret Gash JTTEN, 1137 Damico Drive, Chicago
Heights, IL 60411-2451, who held 9,757 Class C shares of the Insured Series
(9.4%); Margaret Gash & Robert Roseland, Philip Roseland & Steven Roseland
JTTEN, 1137 Damico Drive, Chicago Heights, IL 60411-2451, who held 7,493 Class C
shares of the Insured Series (7.2%); Jessie L. Jerkatis & Robert L. Jerkatis &
Julia A. Mankus JTTEN, 18215 Springfield Ave., Homewood, IL 60430, who held
6,648 Class C shares of the Insured Series (6.4%); Belvia R. Gordon TTee Belvia
R. Gordon Living Tr UA DTD 6/11/86, 4 Meadow Pass, Huntington, IN 46750-1314 who
held 6,578 Class C shares of the Insured Series (6.3%); James Rohde and Rose
Marie Rhode JTTEN, 333 Heights Blvd., Houston, TX 77007-2517, who held 85,863
Class C shares of the High Yield Series (12.2%); and Darrell L. Uher, 14024 Wind
Mountain Road NE, Albuquerque, NM 87112-6561, who held 46,296 Class C shares of
the High Yield Series (6.6%).
As of September 3, 1996, Prudential Mutual Fund Management, Inc., located at
One Seaport Plaza, New York, NY 10292, owned all of the Series' outstanding
Class Z shares and therefore controlled Class Z of the Series.
THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF
ADDITIONAL INFORMATION:
Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing each Series' Class Z shares under a Distribution
Agreement with the Fund, none of which are reimbursed by or paid for by the
Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND
SHARES" IN THE STATEMENT OF ADDITIONAL INFORMATION:
<PAGE>
Shares of each Series of the Fund may be purchased at a price equal to the
next determined net asset value per share plus a sales charge which, at the
election of the investor, may be imposed either (i) at the time of purchase
(Class A shares) or (ii) on a deferred basis (Class B or Class C shares). Class
Z shares of each Series of the Fund are offered to a limited group of investors
at net asset value without any sales charges. See "Shareholder Guide--How to Buy
Shares of the Fund" in the Prospectus.
Each class of shares represents an interest in the same assets of a Series
and is identical in all respects except that (i) each class is subject to
different sales charges and distribution and/or service fees (except for Class Z
shares, which are not subject to any sales charges and distribution and/or
service fees), which may affect performance, (ii) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to its
distribution arrangements and has separate voting rights on any matter submitted
to shareholders in which the interests of one class differ from the interests of
any other class, (iii) each class has a different exchange privilege, (iv) only
Class B shares have a conversion feature and (v) Class Z shares are offered for
sale to a limited group of investors. See "Distributor" and "Shareholder
Investment Account--Exchange Privilege."
SPECIMEN PRICE MAKE-UP
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold with a maximum sales charge of 3% and Class
B*, Class C* and Class Z** shares are sold at net asset value. Using the Fund's
net asset value at April 30, 1996, the maximum offering price of the Fund's
shares is as follows:
<TABLE>
<CAPTION>
HIGH YIELD INSURED INTERMEDIATE
SERIES SERIES SERIES
----------- --------- -----------
<S> <C> <C> <C>
CLASS A
Net asset value and redemption price per Class A share................................ $ 10.70 $ 10.94 $ 10.65
Maximum sales charge (3% of offering price)........................................... .33 .34 .33
----------- --------- -----------
Offering price to public.............................................................. $ 11.03 $ 11.28 $ 10.98
----------- --------- -----------
----------- --------- -----------
CLASS B
Net asset value, offering price and redemption price per Class B share*............... $ 10.69 $ 10.95 $ 10.65
----------- --------- -----------
----------- --------- -----------
CLASS C
Net asset value, offering price and redemption price per Class C share*............... $ 10.69 $ 10.95 $ 10.65
----------- --------- -----------
----------- --------- -----------
CLASS Z
Net asset value, offering price and redemption price per Class Z share**.............. $ 10.70 $ 10.94 $ 10.65
----------- --------- -----------
----------- --------- -----------
</TABLE>
- ------------------------
* Class B and Class C shares are subject to a contingent deferred sales charge
on certain redemptions. See "Shareholder Guide--How to Sell Your
Shares--Contingent Deferred Sales Charges" in the Prospectus.
**Class Z shares did not exist at April 30, 1996.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER INVESTMENT
ACCOUNT--EXCHANGE PRIVILEGE" IN THE STATEMENT OF ADDITIONAL INFORMATION:
CLASS Z. Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds.
MF133C- (9/ /96)
<PAGE>
The Prospectus of Prudential Municipal Bond Fund dated June 28, 1996, and
the Statement of Additional Information of Prudential Municipal Bond Fund dated
June 28, 1996 are incorporated by reference in their entirety from
Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A of
Prudential Municipal Bond Fund (File No. 33-10649) filed on June 27, 1996.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS:
(1) Financial statements incorporated by reference from the Prospectus
constituting Part A of the Post-Effective Amendment to the Registration
Statement filed June 27, 1996:
Financial Highlights
(2) The following financial statements incorporated by reference from
the Statement of Additional Information constituting Part B of the
Post-Effective Amendment to the Registration Statement filed June 27, 1996:
Portfolios of Investments at April 30, 1996
Statements of Assets and Liabilities at April 30, 1996
Statements of Operations for the year ended April 30, 1996
Statements of Changes in Net Assets for the years ended April 30,
1996 and April 30, 1995
Notes to Financial Statements
Financial Highlights
Independent Auditor's Report
(B) EXHIBITS:
1. (a) Amended and Restated Declaration of Trust, incorporated by
reference to Exhibit No. 1(a) to Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(b) Amended and Restated Certificate of Designation, incorporated by
reference to Exhibit No. 1(b) to Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(c) Amended Certificate of Designation, incorporated by reference to
Exhibit No. 1(c) to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A filed via EDGAR on June 27, 1996
(File No. 33-10649).
2. By-Laws, incorporated by reference to Exhibit No. 2(b) to
Post-Effective Amendment No.11 to the Registration Statement on Form
N-1A filed via EDGAR on July 6, 1994 (File No. 33-10649).
4. (a) Specimen receipt for shares of beneficial interest for Class B
shares of each Series, incorporated by reference to Exhibit No. 4 to
Post-Effective Amendment No. 3 to the Registration Statement on Form
N-1A filed on August 28, 1989 (File No. 33-10649).
(b) Specimen receipt for shares of beneficial interest for Class A
shares of each Series, incorporated by reference to Exhibit No. 4(b)
to Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A filed on August 28, 1990 (File No. 33-10649).
5. (a) Amended and Restated Management Agreement between the Registrant
and Prudential Mutual Fund Management, Inc., incorporated by
reference to Exhibit No. 5(a) to Post-Effective Amendment No. 14 to
the Registration Statement on Form N-1A filed via EDGAR on June 27,
1996 (File No. 33-10649).
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by
reference to Exhibit No. 5(b) to Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A filed on December 28, 1989
(File No. 33-10649).
6. Amended and Restated Distribution Agreement, incorporated by
reference to Exhibit No. 6 to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A filed via EDGAR on June 27, 1996
(File No. 33-10649).
8. (a) Custodian Contract between the Registrant and State Street Bank
and Trust Company, incorporated by reference to Exhibit No. 8(a) to
Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on August 28, 1990 (File No. 33-10649).
C-1
<PAGE>
(b) Subcustodian Agreement between State Street Bank and Trust
Company and Morgan Guaranty Trust Co., incorporated by reference to
Exhibit No. 8(b) to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A filed on August 28, 1990 (File
No. 33-10649).
(c) Subcustodian Agreement between State Street Bank and Trust
Company and Bankers Trust Company, incorporated by reference to
Exhibit No. 8(c) to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A filed on August 28, 1990 (File
No. 33-10649).
(d) Subcustodian Agreement between State Street Bank and Trust
Company and Bankers Trust Company, incorporated by reference to
Exhibit No. 8(d) to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A filed on August 28, 1990 (File
No. 33-10649).
(e) Subcustodian Agreement between State Street Bank and Trust
Company and Chemical Bank, incorporated by reference to Exhibit No.
8(e) to Post-Effective Amendment No. 6 to the Registration Statement
on Form N-1A filed on August 28, 1990 (File No. 33-10649).
(f) Subcustodian Agreement between State Street Bank and Trust
Company and Irving Bank, incorporated by reference to Exhibit No.
8(f) to Post-Effective Amendment No. 6 to the Registration Statement
on Form N-1A filed on August 28, 1990 (File No. 33-10649).
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit No. 9 to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A filed on August 28, 1990 (File No. 33-10649).
10. (a) Opinion of Counsel, incorporated by reference to Exhibit No. 10
to Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A filed on July 24, 1987 (File No. 33-10649).
(b) Opinion of Counsel, incorporated by reference to Exhibit No.
10(b) to Post-Effective Amendment No. 14 to the Registration
Statement on Form N-1A filed via EDGAR on June 27, 1996 (File No.
33-10649).
11. Consent of Independent Auditors.*
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A filed on July 24, 1987 (File No. 33-10649).
15. (a) Distribution and Service Plan for Class A shares. Incorporated
by reference to Exhibit No. 15(a) to Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(b) Distribution and Service Plan for Class B shares. Incorporated
by reference to Exhibit No. 15(b) to Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(c) Distribution and Service Plan for Class C shares. Incorporated
by reference to Exhibit No. 15(c) to Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
16. (a) Schedule of Computation of Performance Quotations for Class B
shares, incorporated by reference to Exhibit No. 16 to
Post-Effective Amendment No. 3 to the Registration Statement on Form
N-1A filed on August 28, 1989 (File No. 33-10649).
(b) Schedule of Computation of Performance Quotations for Class A
shares, incorporated by reference to Exhibit No. 16(b) to
Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on August 28, 1990 (File No. 33-10649).
18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to
Post-Effective Amendment No. 14 to the Registration Statement on Form
N-1A filed via EDGAR on June 27, 1996 (File No. 33-10649).
27. Financial Data Schedules, filed as Exhibit No. 27 to Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A filed via
EDGAR on June 27, 1996 (File No. 33-10649).
Other Exhibits
Powers of Attorney for: Edward D. Beach, Donald D. Lennox, Douglas H.
McCorkindale, Thomas T. Mooney and Louis A. Weil, III. Executed copies filed
under Other Exhibits to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-10649) filed on August 28, 1989.
- --------------
*Filed herewith.
C-2
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of July 26, 1996, there were 10,390, 7,215 and 641 record holders of Class
A shares of beneficial interest of the High Yield Series, Insured Series and
Intermediate Series, respectively; 25,164, 16,848 and 1,748 record holders of
Class B shares of beneficial interest of the High Yield Series, Insured Series
and Intermediate Series, respectively; and 217, 58 and 8 record holders of Class
C shares of beneficial interest of the High Yield Series, Insured Series and
Intermediate Series, respectively.
ITEM 27. INDEMNIFICATION.
As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VII of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, Trustees, employees and agents of the
Registrant will not be liable to the Registrant, any shareholder, officer,
trustee, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
As permitted by Section 17(i) of the 1940 Act, pursuant to Section 9 of the
Distribution Agreement (Exhibit 6 to the Registration Statement), each
Distributor of the Registrant may be indemnified against liabilities which it
may incur, except liabilities arising from bad faith, gross negligence, willful
misfeasance or reckless disregard of duties.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (Securities Act) may be permitted to Trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer, or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such Trustee,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant maintains an insurance policy insuring its officers and
Trustees against liabilities, and certain costs of defending claims against such
officers and Trustees, to the extent such officers and Trustees are not found to
have committed conduct constituting willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and Trustees under certain circumstances.
Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(i) Prudential Mutual Fund Management, Inc. (PMF)
See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1996).
C-3
<PAGE>
The business and other connections of PMF's directors and principal executive
officers are set forth below. Except as otherwise indicated, the address of each
person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ----------------------- -------------------- --------------------------------------------------------------------
<S> <C> <C>
Stephen P. Fisher Senior Vice Senior Vice President, PMF; Senior Vice President, Prudential
President Securities Incorporated (Prudential Securities); Vice President,
Prudential Mutual Fund Distributors, Inc. (PMFD)
Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and Director,
President, General PMF; Senior Vice President, Prudential Securities; Director, PMFD;
Counsel, Secretary Director, Prudential Mutual Fund Services, Inc. (PMFS)
and Director
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and Administrative
President, Chief Officer, Treasurer and Director, PMF; Senior Vice President,
Financial and Prudential Securities; Executive Vice President, Treasurer,
Administrative Comptroller and Director, PMFD; Director, PMFS
Officer, Treasurer
and Director
Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance Company of
751 Broad Street America (Prudential); Vice President, The Prudential Investment
Newark, NJ 07102 Corporation (PIC); President, Prudential Mutual Fund Investment
Management (PMFIM)
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer and
Raritan Plaza One Director, PMFD; Chief Executive Officer and Director, PMFS;
Edison, NJ 08837 Director, PMF
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF; Executive Vice
Executive Officer President, Director and Member of Operating Committee, Prudential
and Director Securities; Director, Prudential Securities Group, Inc. (PSG);
Executive Vice President, PIC; Director, PMFD; Director, PMFS
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant Secretary, PMF;
President, Senior Senior Vice President and Senior Counsel, Prudential Securities
Counsel and
Assistant Secretary
Donald Webber Executive Vice Executive Vice President and Director of Sales, PMF
President and
Director of Sales
</TABLE>
(ii) The Prudential Investment Corporation (PIC)
See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
C-4
<PAGE>
The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ----------------------- -------------------- --------------------------------------------------------------------
<S> <C> <C>
William M. Bethke Senior Vice Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center President
Newark NJ 07102
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF;
President, PMFIM
Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive Vice
One Seaport Plaza President President, Director and Member of Operating Committee, Prudential
New York, NY 10292 Securities; Director, PSG; Executive Vice President, PIC;
Director, PMFD; Director, PMFS
John L. Reeve Senior Vice Managing Director, Prudential Asset Management Group; Senior Vice
President President, PIC
Eric A. Simonson Vice President and President and Chief Executive Officer, Prudential Asset Management
Director Group; Vice President and Director, PIC; Executive Vice President,
Prudential
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Prudential Securities Incorporated
Prudential Securities Incorporated is distributor for The BlackRock
Government Income Trust, Command Government Fund, Command Money Fund, Command
Tax-Free Fund, Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Allocation Fund, Prudential
California Municipal Fund, Prudential Distressed Securities Fund, Inc.,
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential
Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global
Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential
Government Income Fund, Inc., Prudential Government Securities Trust, Prudential
High Yield Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential Jennison Fund,
Inc., Prudential MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential
Municipal Series Fund, Prudential National Municipals Fund, Inc., Prudential
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., Prudential World Fund, Inc. and The Target
Portfolio Trust. Prudential Securities is also a depositor for the following
unit investment trusts:
The Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trust
Government Securities Equity Trust
National Municipal Trust
C-5
<PAGE>
(b) Information concerning the directors and officers of Prudential Securities
Incorporated is set forth below.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ---------------------- ---------------------------------------- -------------
<S> <C> <C>
Robert Golden......... Executive Vice President and Director None
One New York Plaza
New York, NY
Alan D. Hogan......... Executive Vice President, Chief None
Administrative Officer and Director
George A. Murray...... Executive Vice President and Director None
Leland B. Paton....... Executive Vice President and Director None
One New York Plaza
New York, NY
Martin Pfinsgraff..... Executive Vice President, Chief None
Financial Officer and Director
Vincent T. Pica II.... Executive Vice President and Director None
One New York Plaza
New York, NY
Richard A. Redeker.... Executive Vice President and Director President and
Trustee
Hardwick Simmons...... Chief Executive Officer, President and None
Director
Lee B. Spencer, Jr.... General Counsel, Executive Vice None
President, Secretary and Director
</TABLE>
- ------------------------
(1)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person of
the Registrant.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171; The Prudential Investment Corporation, Prudential Plaza,
751 Broad Street, Newark, New Jersey 07102; the Registrant, One Seaport Plaza,
New York, New York 10292; and Prudential Mutual Fund Services, Inc., Raritan
Plaza One, Edison, New Jersey 08837. Documents required by Rules 31a-1(b)(5),
(6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Two Gateway Center,
Newark, New Jersey 07102, documents required by Rules 31a-1(b)(4) and (11) and
31a-1(d) at One Seaport Plaza and the remaining accounts, books and other
documents required by such other pertinent provisions of Section 31(a) and the
Rules promulgated thereunder will be kept by State Street Bank and Trust Company
and Prudential Mutual Fund Services, Inc.
ITEM 31. MANAGEMENT SERVICES
Other than as set forth under the captions "How the Fund is Managed--Manager"
and "How the Fund is Managed--Distributor" in the Prospectus and the captions
"Manager" and "Distributor" in the Statement of Additional Information,
constituting Parts A and B, respectively, of this Registration Statement,
Registrant is not a party to any management-related service contract.
ITEM 32. UNDERTAKINGS
The Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, in the
City of New York, and State of New York, on the 8th day of August, 1996.
PRUDENTIAL MUNICIPAL BOND FUND
By: /s/ Richard A. Redeker
------------------------------------------------------
(RICHARD A. REDEKER, PRESIDENT)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ---------------------------------------- ------------------
<S> <C> <C>
/s/ Susan C. Cote Treasurer and Principal Financial and August 8, 1996
- ------------------------------ Accounting Officer
SUSAN C. COTE
/s/ Edward D. Beach Trustee August 8, 1996
- ------------------------------
EDWARD D. BEACH
/s/ Donald D. Lennox Trustee August 8, 1996
- ------------------------------
DONALD D. LENNOX
/s/ Douglas H. McCorkindale Trustee August 8, 1996
- ------------------------------
DOUGLAS H. MCCORKINDALE
/s/ Thomas T. Mooney Trustee August 8, 1996
- ------------------------------
THOMAS T. MOONEY
/s/ Richard A. Redeker President and Trustee August 8, 1996
- ------------------------------
RICHARD A. REDEKER
/s/ Louis A. Weil, III Trustee August 8, 1996
- ------------------------------
LOUIS A. WEIL, III
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------------------- -----
<S> <C> <C>
1. (a) Amended and Restated Declaration of Trust, incorporated by reference to Exhibit No. 1(a) to
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(b) Amended and Restated Certificate of Designation, incorporated by reference to Exhibit No. 1(a) to
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(c) Amended Certificate of Designation, incorporated by reference to Exhibit No. 1(c) to Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A filed via EDGAR on June 27, 1996 (File No.
33-10649).
2. By-Laws, incorporated by reference to Exhibit No. 2(b) to Post-Effective Amendment No.11 to the
Registration Statement on Form N-1A filed via EDGAR on July 6, 1994 (File No. 33-10649).
4. (a) Specimen receipt for shares of beneficial interest for Class B shares of each Series, incorporated
by reference to Exhibit No. 4 to Post-Effective Amendment No. 3 to the Registration Statement on Form
N-1A filed on August 28, 1989 (File No. 33-10649).
(b) Specimen receipt for shares of beneficial interest for Class A shares of each Series, incorporated
by reference to Exhibit No. 4(b) to Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on August 28, 1990 (File No. 33-10649).
5. (a) Amended and Restated Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc., incorporated by reference to Exhibit No. 5(a) to Post-Effective Amendment No. 14 to
the Registration Statement on Form N-1A filed via EDGAR on June 27, 1996 (File No. 33-10649).
(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and The Prudential Investment
Corporation, incorporated by reference to Exhibit No. 5(b) to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A filed on December 28, 1989 (File No. 33-10649).
6. Amended and Restated Distribution Agreement, incorporated by reference to Exhibit No. 6 to
Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A filed via EDGAR on June 27,
1996 (File No. 33-10649).
8. (a) Custodian Contract between the Registrant and State Street Bank and Trust Company, incorporated by
reference to Exhibit No. 8(a) to Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on August 28, 1990 (File No. 33-10649).
(b) Subcustodian Agreement between State Street Bank and Trust Company and Morgan Guaranty Trust Co.,
incorporated by reference to Exhibit No. 8(b) to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A filed on August 28, 1990 (File No. 33-10649).
(c) Subcustodian Agreement between State Street Bank and Trust Company and Bankers Trust Company,
incorporated by reference to Exhibit No. 8(c) to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A filed on August 28, 1990 (File No. 33-10649).
(d) Subcustodian Agreement between State Street Bank and Trust Company and Bankers Trust Company,
incorporated by reference to Exhibit No. 8(d) to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A filed on August 28, 1990 (File No. 33-10649).
(e) Subcustodian Agreement between State Street Bank and Trust Company and Chemical Bank, incorporated
by reference to Exhibit No. 8(e) to Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on August 28, 1990 (File No. 33-10649).
(f) Subcustodian Agreement between State Street Bank and Trust Company and Irving Bank, incorporated by
reference to Exhibit No. 8(f) to Post-Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on August 28, 1990 (File No. 33-10649).
9. Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc.,
incorporated by reference to Exhibit No. 9 to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A filed on August 28, 1990 (File No. 33-10649).
10. (a) Opinion of Counsel, incorporated by reference to Exhibit No. 10 to Pre-Effective Amendment No. 2 to
the Registration Statement on Form N-1A filed on July 24, 1987 (File No. 33-10649).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------------------- -----
<S> <C> <C>
(b) Opinion of Counsel, incorporated by reference to Exhibit No. 10(b) to Post-Effective Amendment No.
14 to the Registration Statement on Form N-1A filed via EDGAR on June 27, 1996 (File No. 33-10649).
11. Consent of Independent Auditors.*
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A filed on July 24, 1987 (File No. 33-10649).
15. (a) Distribution and Service Plan for Class A shares. Incorporated by reference to Exhibit No. 15(a) to
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(b) Distribution and Service Plan for Class B shares. Incorporated by reference to Exhibit No. 15(b) to
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
(c) Distribution and Service Plan for Class C shares. Incorporated by reference to Exhibit No. 15(c) to
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on May 5,
1995 (File No. 33-10649).
16. (a) Schedule of Computation of Performance Quotations for Class B shares, incorporated by reference to
Exhibit No. 16 to Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A filed on
August 28, 1989 (File No. 33-10649).
(b) Schedule of Computation of Performance Quotations for Class A shares, incorporated by reference to
Exhibit No. 16(b) to Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A filed on
August 28, 1990 (File No. 33-10649).
18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A filed via EDGAR on June 27, 1996 (File No. 33-10649).
27. Financial Data Schedules, filed as Exhibit No. 27 to Post-Effective Amendment No. 14 to the Registration
Statement on Form N-1A filed via EDGAR on June 27, 1996 (File No. 33-10649).
</TABLE>
Other Exhibits
Powers of Attorney for: Edward D. Beach, Donald D. Lennox, Douglas H.
McCorkindale, Thomas T. Mooney and Louis A. Weil, III. Executed copies filed
under Other Exhibits to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-10649) filed on August 28, 1989.
- --------------
*Filed herewith.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 15 to Registration
Statement No. 33-10649 of Prudential Municipal Bond Fund of our report dated
June 13, 1996, appearing in the Statement of Additional Information, which is
incorporated by reference in such Registration Statement, and to the references
to us under the headings "Financial Highlights" in the Prospectus, which is
incorporated by reference in such Registration Statement, and "Custodian,
Transfer and Dividend Disbursing Agent and Independent Accountants" in the
Statement of Additional Information.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
August 8, 1996
