PRUDENTIAL FLEXIFUND, 485APOS, 1994-06-30

PRUDENTIAL FLEXIFUND
485APOS, 1994-06-30

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<PAGE>

As filed with the Securities and Exchange Commission on June 30, 1994

Registration No. 33-12531
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 12 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 /X/

AMENDMENT NO. 14 /X/

(CHECK APPROPRIATE BOX OR BOXES)

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

PRUDENTIAL FLEXIFUND

(formerly Prudential-Bache FlexiFund)

(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)

/ / on (date) pursuant to paragraph (b)

/X/ 60 days after filing pursuant to paragraph (a)

/ / on (date) pursuant to paragraph (a) of Rule 485.

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 will file a notice for its fiscal year
ending July 31, 1994 on or before September 30, 1994.

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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
Item 2. Synopsis.................................................... Fund Expenses
Item 3. Condensed Financial Information............................. Fund Expenses; Financial Highlights;
General Information
Item 4. General Description of Registrant........................... Cover Page; How the Fund Invests; General
Information
Item 5. Management of the Fund...................................... Financial Highlights; How the Fund is
Managed; General Information
Item 6. Capital Stock and Other Securities.......................... Taxes, Dividends and Distributions; General
Information
Item 7. Purchase of Securities Being Offered........................ Shareholder Guide; How the Fund Values its
Shares
Item 8. Redemption or Repurchase.................................... Shareholder Guide; General Information
Item 9. Pending Legal Proceedings................................... Not Applicable
PART B
Item 10. Cover Page.................................................. Cover Page
Item 11. Table of Contents........................................... Table of Contents
Item 12. General Information and History............................. General Information; Organization and
Capitalization
Item 13. Investment Objectives and Policies.......................... Investment Objectives and Policies;
Investment Restrictions
Item 14. Management of the Fund...................................... Trustees and Officers; Manager; Distributor
Item 15. Control Persons and Principal Holders of Securities......... Not Applicable
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.......................... Not Applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Purchase and Redemption of Fund Shares;
Offered..................................................... Shareholder Investment Account; Net Asset
Value
Item 20. Tax Status.................................................. Taxes
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 of
this Registration Statement.
</TABLE>

<PAGE>

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

The Prospectus is incorporated herein by reference in its entirety from
Post-Effective Amendment No. 11 to Registrant's Registration Statement (File No.
33-12531) filed on May 9, 1994. The Statement of Additional Information is
incorporated herein by reference in its entirety from Post-Effective Amendment
No. 11 to Registrant's Registration Statement (File No. 33-12531) filed on May
9, 1994.

<PAGE>
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS:

(1) The following financial statements are included in the Prospectus
constituting Part A of this Registration Statement:

Financial Highlights.

(2) The following financial statements are included in the Statement of
Additional Information constituting Part B of this Registration Statement:

Independent Auditors' Report.

Portfolio of Investments at July 31, 1993 and at January 31, 1994
(unaudited).

Statement of Assets and Liabilities at July 31, 1993 and at January
31, 1994 (unaudited).

Statement of Operations for the year ended July 31, 1993 and the six
months ended January 31, 1994 (unaudited).

Statement of Changes in Net Assets for the years ended July 31, 1993
and 1992 and the six months ended January 31, 1994 (unaudited).

Notes to Financial Statements.

Financial Highlights.

(B) EXHIBITS:

1. (a) Declaration of Trust dated February 23, 1987. Incorporated by
reference to Exhibit No. 1 to the Registration Statement on Form
N-1A filed on March 10, 1987 (File No. 33-12531).

(b) Amendment to Declaration of Trust. Incorporated by reference to
Exhibit No. 1(b) to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A filed on December 28, 1989 (File
No. 33-12531).

(c) Certificate of Amendment of Declaration of Trust. Incorporated
by reference to Exhibit No. 1(c) to Post-Effective Amendment No. 9
to the Registration Statement on Form N-1A filed on September 29,
1992 (File No. 33-12531).

(d) Form of Amended Declaration of Trust. Incorporated by reference
to Exhibit No. 1(d) to Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A filed via EDGAR on May 9, 1994
(File No. 33-12531).

2. (a) By-Laws of the Registrant, as amended. Incorporated by reference
to Exhibit No. 2(a) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on December 31, 1987 (File
No. 33-12531).

(b) Form of Amended and Restated 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 May 9, 1994
(File No. 33-12531).

4. (a) Specimen receipt for shares of beneficial interest issued by the
Registrant. Incorporated by reference to Exhibit No. 4 to
Post-Effective Amendment No. 2 to the Registration Statement on Form
N-1A filed on March 1, 1988 (File No. 33-12531).

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<PAGE>
(b) Specimen receipt for Class A shares of beneficial interest of
the Conservatively Managed Portfolio of the Registrant. Incorporated
by reference to Exhibit No. 4(b) to Post-Effective Amendment No. 7
to the Registration Statement on Form N-1A filed on November 30,
1990 (File No. 33-12531).

(c) Specimen receipt for Class A and Class B shares of beneficial
interest of the Strategy Portfolio. Incorporated by reference to
Exhibit No. 4(c) to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed on November 30, 1990 (File
No. 33-12531).

5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc. Incorporated by reference to Exhibit
No. 5(a) to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed on October 31, 1989 (File No.
33-12531).

(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.4 to
the Registration Statement on Form N-1A filed on October 31, 1989
(File No. 33-12531).

6. (a) Amended and Restated Distribution and Service Agreement between
the Fund and Prudential Mutual Fund Distributors, Inc. for Class A
shares. Incorporated by reference to Exhibit No. 6(c) to
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A filed via EDGAR on September 21, 1993 (File No. 33-12531).

(b) Amended and Restated Distribution and Service Agreement between
the Fund and Prudential Securities Incorporated for Class B shares.
Incorporated by reference to Exhibit No. 6(d) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed
via EDGAR on September 21, 1993 (File No. 33-12531).

(c) Form of Distribution and Service Agreement for Class A shares.
Incorporated by reference to Exhibit No. 6(c) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

(d) Form of Distribution and Service Agreement for Class B shares.
Incorporated by reference to Exhibit No. 6(d) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

(e) Form of Distribution and Service Agreement for Class C shares.
Incorporated by reference to Exhibit No. 6(e) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

8. (a) Custodian Contract between the Registrant and State Street Bank
and Trust Company. Incorporated by reference to Exhibit No. 8 to
Post-Effective Amendment No. 4 to the Registration Statement on Form
N-1A filed on October 31, 1989 (File No. 33-12531).

(b) Amendment to Custodian Contract. Incorporated by reference to
Exhibit No. 8(b) to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed on November 30, 1990 (File
No. 33-12531).

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. 4 to the Registration
Statement on Form N-1A filed on October 31, 1989 (File No.
33-12531).

10. 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 August 31, 1987 (File No. 33-12531).

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 August 31, 1987 (File No. 33-12531).

15. (a) Distribution and Service Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 for Class A shares. Incorporated by
reference to Exhibit No. 15(c) to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A filed via EDGAR on September
21, 1993 (File No. 33-12531).

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<PAGE>

(b) Distribution and Service Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 for Class B shares. Incorporated by
reference to Exhibit No. 15(d) to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A filed via EDGAR on September
21, 1993 (File No. 33-12531).

(c) Form of Distribution and Service Plan for Class A shares.
Incorporated by reference to Exhibit No. 15(c) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

(d) Form of Distribution and Service Plan for Class B shares.
Incorporated by reference to Exhibit No. 15(d) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

(e) Form of Distribution and Service Plan for Class C shares.
Incorporated by reference to Exhibit No. 15(e) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

16. (a) Schedule of Computation of Performance Quotations. Incorporated
by reference to Exhibit No. 16 to Post-Effective Amendment No. 4 to
the Registration Statement on Form N-1A filed on October 31, 1989
(File No. 33-12531).

(b) Schedule of Computation of Performance Quotations for Class A
shares. Incorporated by reference to Exhibit No. 16(b) to
Post-Effective Amendment No. 7 to the Registration Statement on Form
N-1A filed on November 30, 1990 (File No. 33-12531).

Other Exhibits

Powers of Attorney for: Edward D. Beach, Donald D. Lennox, Douglas H.
McCorkindale, Lawrence C. McQuade, Thomas T. Mooney and Louis A. Weil, III.
Executed copies incorporated by reference to Other Exhibits to Post-Effective
Amendment No. 4 to the Registration Statement on Form N-1A filed on October 31,
1989 (File No. 33-12531).

--------------
*Filed herewith

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

No person is controlled by or under common control with the Registrant.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of June 17, 1994, there were 7,920 Class A shareholders of the
Conservatively Managed Portfolio and 12,058 Class A shareholders of the Strategy
Portfolio and 51,160 Class B shareholders of the Conservatively Managed
Portfolio and 51,816 Class B shareholders of the Strategy Portfolio.

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 VI 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 stockholder, 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 10 of the
Distribution Agreements (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

C-3
<PAGE>
in connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such trustee, officer or controlling person
or the principal underwriter in connection with the shares being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.

The Registrant has purchased an insurance policy insuring its officers and
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 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 interpretations 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

(a) Prudential Mutual Fund Management, Inc.

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 executive 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, 1994).

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>
Brendan D. Boyle Executive Vice President and Executive Vice President, PMF; Senior Vice
Director of Marketing President, Prudential Securities Incorporated
(Prudential Securities)
John D. Brookmeyer, Jr. Director Senior Vice President, The Prudential Insurance
Two Gateway Center Company of America (Prudential)
Newark, NJ 07102
Susan C. Cote Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities
Fred A. Fiandaca Executive Vice President, Executive Vice President, Chief Operating Officer
Raritan Plaza One Chief Operating Officer and and Director, PMF; Chairman, Chief Operating
Edison, NJ 08847 Director Officer and Director, Prudential Mutual Fund
Services, Inc.
Stephen P . Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities
Frank W. Giordano Executive Vice President, Executive Vice President, General Counsel and
General Counsel and Secretary Secretary, PMF; Senior Vice President,
Prudential Securities
Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and
Chief Financial and Administrative Officer, Treasurer and Director,
Administrative Officer, PMF; Senior Vice President, Prudential
Treasurer and Director Securities
</TABLE>

C-4
<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
------------------------------ ------------------------------ --------------------------------------------------
<S> <C> <C>
Eugene B. Heimberg Director Senior Vice President, Prudential; President,
Prudential Plaza Director and Chief Investment Officer, PIC
Newark, NJ 07102
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF
Leland B. Paton Director Executive Vice President and Director, Prudential
Securities; Director, Prudential Securities
Group, Inc. (PSG)
Richard A. Redeker President, Chief Executive President, Chief Executive Officer and Director,
Officer and Director PMF; Executive Vice President, Director and
Member of Operating Committee, Prudential
Securities; Director, PSG
S. Jane Rose Senior Vice President, Senior Senior Vice President, Senior Counsel and
Counsel and Assistant Assistant Secretary, PMF; Senior Vice President
Secretary and Senior Counsel, Prudential Securities
Donald G. Southwell Director Senior Vice President, Prudential, Director, PSG
213 Washington Street
Newark, NJ 07102
</TABLE>

(b) Prudential Investment Corporation (PIC)

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>
Martin A. Berkowitz Senior Vice President and Senior Vice President and Chief Financial and
Chief Financial and Compliance Compliance Officer, PIC; Vice President,
Officer Prudential
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice
Two Gateway Center President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice
Two Gateway Center President, PIC
Newark, NJ 07102
Eugene B. Heimberg President, Director and Chief President, Director and Chief Investment Officer,
Investment Officer PIC; Senior Vice President, Prudential
Garnett L. Keith, Jr. Director Vice Chairman and Director, Prudential; Director,
PIC
William P . Link Senior Vice President Executive Vice President, Prudential; Senior Vice
Four Gateway Center President, PIC
Newark, NJ 07102
James W. Stevens Executive Vice Executive Vice President, Prudential; Executive
Four Gateway Center President Vice President, PIC; Director, PSG
Newark, NJ 07102
Robert C. Winters Director Chairman of the Board and Chief Executive Officer,
Prudential; Director, PIC; Chairman of the Board
and Director, PSG
Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice
President President, PIC
</TABLE>

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<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS

(a)(i) Prudential Securities Incorporated

Prudential Securities is distributor for Prudential Government Securities
Trust (Intermediate Term Series), The Target Portfolio Trust, for Class D shares
of the Florida Series of Prudential Municipal Series Fund and for Class B shares
of The BlackRock Government Income Trust, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund),
Prudential Adjustable Rate Securities Fund, Inc., Prudential California
Municipal Fund (California Income Series and California Series), Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential FlexiFund,
Prudential Global Fund, Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a
Prudential Global Genesis Fund), Prudential-Bache Global Natural Resources Fund,
Inc. (d/b/a Prudential Global Natural Resources Fund), Prudential-Bache GNMA
Fund, Inc. (d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund,
Inc. (d/b/a Prudential Government Plus Fund), Prudential Growth Fund, Inc.,
Prudential-Bache Growth Opportunity Fund, Inc. (d/b/a Prudential Growth
Opportunity Fund), Prudential-Bache High Yield Fund, Inc., (d/b/a Prudential
High Yield Fund), Prudential IncomeVertible-R- Fund, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Multi-Sector Fund, Inc.,
Prudential Municipal Bond Fund, Prudential Municipal Series Fund (except
Connecticut Money Market Series, Massachusetts Money Market Series, New York
Money Market Series, New Jersey Money Market Series and Florida Series),
Prudential-Bache National Municipals Fund, Inc. (d/b/a Prudential National
Municipals Fund), Prudential Pacific Growth Fund, Inc., Prudential Short-Term
Global Income Fund, Inc., Prudential-Bache Structured Maturity Fund, Inc. (d/b/a
Prudential Structured Maturity Fund), Prudential U.S. Government Fund and
Prudential-Bache Utility Fund, Inc. (d/b/a Prudential-Bache Utility Fund).
Prudential Securities is also a depositor for the following unit investment
trusts:

The Corporate Income Fund
Corporate Investment Trust Fund
Equity Income Fund
Government Securities Income Fund
International Bond Fund
Municipal Investment Trust
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust

(ii) Prudential Mutual Fund Distributors, Inc.

Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
MoneyMart Assets (d/b/a Prudential MoneyMart Assets), Prudential Municipal
Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series,
New York Money Market Series and New Jersey Money Market Series),
Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential
Tax-Free Money Fund), and for Class A shares of The BlackRock Government Income
Trust, Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Adjustable Rate Securities
Fund, Inc., Prudential California Municipal Fund (California Income Series and
California Series), Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Global Fund, Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a
Prudential Global Genesis Fund), Prudential-Bache Global Natural Resources Fund,
Inc., (d/b/a Prudential Global Natural Resources Fund), Prudential-Bache GNMA
Fund, Inc. (d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund,
Inc. (d/b/a Prudential Government Plus Fund), Prudential Growth Fund, Inc,
Prudential-Bache Growth Opportunity Fund, Inc. (d/b/a Prudential Growth
Opportunity Fund), Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High
Yield Fund), Prudential IncomeVertible-R- Fund, Inc., Prudential Intermediate
Global Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential
Municipal Bond Fund, Prudential Municipal Series Fund (Class A Shares of all
other Series not mentioned above), Prudential-Bache National Municipals Fund,
Inc. (d/b/a Prudential National Municipals Fund), Prudential Pacific Growth
Fund, Inc., Prudential Short-Term Global Income Fund, Inc., Prudential-Bache
Structured Maturity Fund, Inc. (d/b/a Prudential Structured Maturity Fund),
Prudential U.S. Government Fund and Prudential-Bache Utility Fund, Inc. (d/b/a
Prudential Utility Fund).

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<PAGE>

(b)(i) Information concerning the officers and directors 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>
Alan D. Hogan...................... Executive Vice President, Chief None
Administrative Officer and Director
Howard A. Knight................... Executive Vice President, Director, Corporate None
Strategy and New Business Development
George A. Murray................... Executive Vice President and Director None
John P . Murray.................... Executive Vice President and Director of Risk None
Management
Leland B. Paton.................... Executive Vice President and Director None
Richard A. Redeker................. Director Trustee
Hardwick Simmons................... Chief Executive Officer, President and None
Director
Lee Spencer........................ General Counsel, Executive Vice President and None
Director
</TABLE>

(ii) Information concerning the officers and directors of Prudential Mutual
Fund Distributors, Inc. is set forth below.

<TABLE>
<S> <C> <C>
Joanne Accurso-Soto................ Vice President None
Dennis Annarumma................... Vice President, Assistant Treasurer and None
Assistant Comptroller
Phyllis J. Berman.................. Vice President None
Fred A. Fiandaca................... President, Chief Executive Officer and None
Raritan Plaza One Director
Edison, NJ 08847
Stephen P . Fisher................. Vice President None
Frank W. Giordano.................. Executive Vice President, General Counsel, None
Secretary and Director
Robert F. Gunia.................... Executive Vice President, Treasurer, Vice President
Comptroller and Director
Andrew J. Varley................... Vice President None
Anita L. Whelan.................... Vice President and Assistant Secretary None
<FN>
--------------
(1)The address of each person named is One Seaport Plaza, New York, NY 10292 unless otherwise
indicated.
</TABLE>

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, The Prudential Investment Corporation, Prudential Plaza, 751
Broad Street, Newark, New Jersey, the Registrant, One Seaport Plaza, New York,
New York, and Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison,
New Jersey. 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.
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.

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<PAGE>
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-8
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and the State
of New York, on June 29, 1994.

PRUDENTIAL FLEXIFUND

/s/ Lawrence C. McQuade
-----------------------------------------------------------------------
(LAWRENCE C. MCQUADE, 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 June 29, 1994
------------------------------ Financial and Accounting
SUSAN C. COTE Officer

/s/ Edward D. Beach Trustee June 29, 1994
------------------------------
EDWARD D. BEACH

/s/ Donald D. Lennox Trustee June 29, 1994
------------------------------
DONALD D. LENNOX

/s/ Douglas H. McCorkindale Trustee June 29, 1994
------------------------------
DOUGLAS H. MCCORKINDALE

/s/ Lawrence C. McQuade Trustee and President June 29, 1994
------------------------------
LAWRENCE C. MCQUADE

/s/ Thomas T. Mooney Trustee June 29, 1994
------------------------------
THOMAS T. MOONEY

/s/ Richard A. Redeker Trustee June 29, 1994
------------------------------
RICHARD A. REDEKER

/s/ Louis A. Weil, III Trustee June 29, 1994
------------------------------
LOUIS A. WEIL, III
</TABLE>

<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE

1. (a) Declaration of Trust dated February 23, 1987. Incorporated by
reference to Exhibit No. 1 to the Registration Statement on Form
N-1A filed on March 10, 1987 (File No. 33-12531).

(b) Form of Amended and Restated 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 May 9, 1994
(File No. 33-12531).

(b) Specimen receipt for Class A shares of beneficial interest of
the Conservatively Managed Portfolio of the Registrant. Incorporated
by reference to Exhibit No. 4(b) to Post-Effective Amendment No. 7
to the Registration Statement on Form N-1A filed on November 30,
1990 (File No. 33-12531).

(c) Form of Distribution and Service Agreement for Class A shares.
Incorporated by reference to Exhibit No. 6(c) Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A filed
via EDGAR on May 9, 1994 (File No. 33-12531).

<PAGE>

10. 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 August 31, 1987 (File No. 33-12531).

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 August 31, 1987 (File No. 33-12531).

<PAGE>

EXHIBIT 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use in Post-Effective Amendment No. 12 to Registration
Statement No. 33-12531 of Prudential FlexiFund of our report dated
September 9, 1993, 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.

Deloitte & Touche
New York, New York
June 29, 1994