GLOBAL GOVERNMENT PLUS FUND INC, 497, 1996-01-17

GLOBAL GOVERNMENT PLUS FUND INC
497, 1996-01-17

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497(c)
The Global Government Plus Fund, Inc. 33-63945
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Prospectus dated January 15, 1996
- --------------------------------------------------------------------------------
The Global Government Plus Fund, Inc. (the Fund) is an open-end,
non-diversified, management investment company whose investment objective is to
seek total return, the components of which are current income and capital
appreciation. There is no assurance that the Fund will achieve its investment
objective. The Fund seeks to achieve its objective by investing primarily in
debt securities issued or guaranteed by governments, semi-governmental entities,
governmental agencies, supranational entities and other governmental entities
(collectively "Governmental Entities") in the United States and in other
countries and denominated in the currencies of such countries. The Fund's
investment adviser will seek to achieve high dividends through management of
yield, maturity and currency considerations affecting such securities. In
particular, the Fund's investment adviser will select governmental debt
securities which, in its judgment, will produce a high yield with currency
stability relative to the U.S. dollar or have a combined yield, capital or
currency appreciation potential to produce an overall return consistent with the
Fund's objective. Under normal circumstances, at least 65% of the Fund's total
assets will be invested in debt securities issued or guaranteed by Governmental
Entities other than supranational entities and having a maturity of one year or
more. The remainder of the Fund's assets is generally invested in obligations of
Governmental Entities (including supranational entities) having a maturity of
less than one year or in obligations of banks or corporations without limitation
as to maturity. The Fund may also purchase and sell certain derivatives,
including put and call options on securities and foreign currencies and engage
in transactions involving futures contracts and options thereon, (including
interest rate futures contracts, and currency futures) and forward currency
exchange contracts to hedge its portfolio and to attempt to enhance return. See
"How the Fund Invests--Investment Objective and Policies." THE FUND IS
NON-DIVERSIFIED AND MAY INVEST MORE THAN 5% OF ITS TOTAL ASSETS IN THE
SECURITIES OF ONE OR MORE ISSUERS. INVESTMENT IN A NON-DIVERSIFIED PORTFOLIO
INVOLVES GREATER RISK THAN INVESTMENT IN A DIVERSIFIED PORTFOLIO. IN ADDITION,
THE FUND MAY INVEST UP TO 10% OF ITS TOTAL ASSETS IN NON-INVESTMENT GRADE
SECURITIES, WHICH MAY ENTAIL ADDITIONAL RISKS. There can be no assurance that
the Fund's investment objective will be achieved. Investing in foreign
government securities, options contracts and futures contracts and options
thereon involves considerations and possible risks which are different from
those ordinarily associated with investing in U.S. Government securities. See
"How the Fund Invests--Risk Factors." The Fund's address is One Seaport Plaza,
New York, New York 10292, and its telephone number is (800) 225-1852.

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 (SEC) in a
Statement of Additional Information, dated January 15, 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
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>

FUND HIGHLIGHTS

The following summary is intended to highlight certain information
contained in this Prospectus and is qualified in its entirety by the more
detailed information appearing elsewhere herein.

WHAT IS THE GLOBAL GOVERNMENT PLUS FUND, INC.?

The Global Government Plus Fund, Inc. is a mutual fund. A mutual fund pools
the resources of investors by selling its shares to the public and investing the
proceeds of such sale in a portfolio of securities designed to achieve its
investment objective. Technically, the Fund is an open-end, non-diversified,
management investment company.

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment objective is to seek total return, the components of
which are current income and capital appreciation. It seeks to achieve this
objective by investing primarily in debt securities issued or guaranteed by
Governmental Entities in the United States and in other countries and
denominated in the currencies of such countries. Under normal circumstances, at
least 65% of the Fund's total assets will be invested in debt securities issued
or guaranteed by Governmental Entities other than supranational entities and
having a maturity of one year or more. The remainder of the Fund's assets is
generally invested in obligations of Governmental Entities (including
supranational entities) having a maturity of less than one year or in
obligations of banks or corporations without limitation as to maturity. There
can be no assurance that the Fund's objective will be achieved. See "How the
Fund Invests--Investment Objective and Policies" at page 6.

RISK FACTORS AND SPECIAL CHARACTERISTICS

Investing in securities issued by foreign governments involves
considerations and risks not typically associated with investing in obligations
issued by the U.S. Government and domestic corporations. See "How the Fund
Invests--Risk Factors--Foreign Investments" at page 14. The Fund may also engage
in various hedging and return enhancement strategies, including derivatives,
which may be considered speculative and may result in higher risks and costs to
the Fund. The Fund may seek to protect and enhance dividend return through the
use of options, futures and foreign currency transactions. See "How the Fund
Invests--Risk Factors--Hedging and Return Enhancement Strategies" at page 16. In
addition, the Fund may invest up to 10% of its total assets in securities rated
below investment grade, but with a minimum rating of B, as determined by Moody's
Investors Service (Moody's), Standard & Poor's Ratings Group (Standard & Poor's)
or by another nationally recognized statistical ratings organization (NRSRO), or
if unrated, deemed to be of equivalent quality by the investment adviser.
Lower-rated securities are subject to a greater risk of loss of principal and
interest. See "How the Fund Invests--Risk Factors--Medium and Lower-Rated
Securities" at page 15. The amount of income available for distribution to
shareholders will be affected by any foreign currency gains or losses generated
by the Fund upon the disposition of debt securities denominated in a foreign
currency and by certain hedging activities of the Fund. Gains and losses on
security and currency transactions cannot be predicted. This fact coupled with
the different tax and accounting treatment of certain currency gains and losses
increases the likelihood of distributions in whole or in part constituting a
return of capital to shareholders. See "Taxes, Dividends and Distributions" at
page 21.

WHO MANAGES THE FUND?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Fund and is compensated for its services at an annual rate of .75 of 1%
of the Fund's average daily net assets up to US $1 billion, and .70 of 1% of
such assets in excess of US $1 billion. As of December 31, 1995, PMF served as
manager or administrator to 60 investment companies, including 36 mutual funds,
with aggregate assets of approximately $50 billion. The Prudential Investment
Corporation (PIC or the Subadviser) furnishes investment advisory services in
connection with the management of the Fund under a Subadvisory Agreement with
PMF. See "How the Fund is Managed--Manager" at page 17.

2
<PAGE>

WHO DISTRIBUTES THE FUND'S SHARES?

Prudential Securities Incorporated (Prudential Securities or PSI), a major
securities underwriter and securities and commodities broker, acts as the
Distributor of the Fund's Class A, Class B and Class C shares and is paid an
annual distribution and service fee which is currently being charged at the rate
of .15 of 1% of the average daily net assets of the Class A shares and an annual
distribution and service fee which is curently being charged at the rate of .75
of 1% of the average daily net assets of the Class B and Class C shares.

See "How the Fund is Managed--Distributor" at page 18.

WHAT IS THE MINIMUM INVESTMENT?

The minimum initial investment for Class A and Class B shares is $1,000 per
class and $5,000 for Class C shares. The minimum subsequent investment is $100
for all classes. There is no minimum investment requirement for certain
retirement and employee savings plans or custodial accounts for the benefit of
minors. For purchases made through the Automatic Savings Accumulation Plan, the
minimum initial and subsequent investment is $50. See "Shareholder Guide--How to
Buy Shares of the Fund" at page 25 and "Shareholder Guide--Shareholder Services"
at page 33.

HOW DO I PURCHASE SHARES?

You may purchase shares of the Fund through Prudential Securities, Pruco
Securities Corporation (Prusec) or directly from the Fund, through its transfer
agent, Prudential Mutual Fund Services, Inc. (PMFS or the Transfer Agent) at the
net asset value per share (NAV) next determined after receipt of your purchase
order by the Transfer Agent or Prudential Securities plus a sales charge which
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). See "How the Fund Values Its Shares"
at page 21 and "Shareholder Guide--How to Buy Shares of the Fund" at page 25.

WHAT ARE MY PURCHASE ALTERNATIVES?

The Fund offers three classes of shares:

-- Class A Shares: Sold with an initial sales charge of up to 4% of
the offering price.

-- Class B Shares: Sold without an initial sales charge but are
subject to a contingent deferred sales charge or
CDSC (declining from 5% to zero of the lower of the
amount invested or the redemption proceeds) which
will be imposed on certain redemptions made within
six years of purchase. Although Class B shares are
subject to higher ongoing distribution-related
expenses than Class A shares, Class B shares will
automatically convert to Class A shares (which are
subject to lower ongoing distribution-related
expenses) approximately seven years after purchase.

-- Class C Shares: Sold without an initial sales charge and, for one
year after purchase, are subject to a 1% CDSC on
redemptions. Like Class B shares, Class C shares are
subject to higher ongoing distribution-related
expenses than Class A shares but do not convert to
another class.

See "Shareholder Guide--Alternative Purchase Plan" at page 26.

HOW DO I SELL MY SHARES?

You may redeem shares of the Fund at any time at the NAV next determined
after Prudential Securities or the Transfer Agent receives your sell order.
However, the proceeds of redemptions of Class B and Class C shares may be
subject to a CDSC. See "Shareholder Guide--How to Sell Your Shares" at page 28.

HOW ARE DIVIDENDS AND DISTRIBUTIONS PAID?

The Fund expects to declare dividends of net investment income at least
quarterly and make distributions of any net capital gains at least annually.
Dividends and distributions will be automatically reinvested in additional
shares of the Fund at NAV without a sales charge unless you request that they be
paid to you in cash. The amount of income available for distribution to
shareholders as ordinary income will be affected by any foreign currency gains
or losses generated by the Fund upon the disposition of debt securities
denominated in a foreign currency and by certain hedging activities of the Fund.
See "Taxes, Dividends and Distributions" at page 22.

3
<PAGE>

FUND EXPENSES

CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES<F1>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4% None None
Maximum Sales Load or Deferred Sales Load
Imposed on Reinvested Dividends ................ None None None
Deferred Sales Load (as a percentage of original
purchase price or redemption price, whichever
is lower) ...................................... None 5% during the first year, 1% on
decreasing by 1% annually redemptions
to 1% in the fifth year and made within
1% in the sixth year and one year
0% in the seventh year** of purchase

Redemption Fees ................................ None* None None
Exchange Fees .................................. None None None

ANNUAL FUND OPERATING EXPENSES*** CLASS A SHARES CLASS B SHARES CLASS C SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) -------------- -------------- --------------
<S> <C> <C> <C>

Management Fees .............................. .75% .75% .75%
12b-1 Fees{ (After Reduction) ................ .15%<F2> .75%<F2> .75%<F2>
Other Expenses ............................... .52% .52% .52%
---- ---- ----
Total Fund Operating Expenses ................. 1.42% 2.02% 2.02%
==== ==== ====

EXAMPLE*** 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: Class A ................................ $54 $83 $115 $203
Class B ................................ $71 $93 $119 $212
Class C ................................ $31 $63 $109 $235

You would pay the following expenses on the same investment,
assuming no redemption: Class A ................................ $54 $83 $115 $203
Class B ................................ $21 $63 $109 $212
Class C ................................ $21 $63 $109 $235

The above example is based on restated data for the Fund's fiscal year ended
December 31, 1994 and expenses expected to have been incurred if the Fund
operated as an open-end investment company during the entire fiscal year ended
December 31, 1994. The Fund operated as a closed-end fund prior to January 15,
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 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 an estimate of operating expenses of
the Fund, such as directors' and professional fees, registration fees, reports
to shareholders and transfer agency and custodian (domestic and foreign) fees.
- ---------------------
* A 2% redemption fee will be imposed on redemptions of Class A shares
acquired prior to January 15, 1996 (including shares thereafter acquired
pursuant to the automatic reinvestment of dividends and distributions with
respect to those shares) until July 12, 1996. See "Shareholder Guide--How
to Sell Your Shares."

** Class B shares will automatically convert to Class A shares approximately
seven years after purchase. See "Shareholder Guide--Conversion
Feature--Class B Shares."

*** Estimated based on expenses expected to have been incurred if the Fund
operated as an open-end investment company during the entire fiscal year
ended December 31, 1994. The Fund operated as a closed-end Fund prior to
January 15, 1996.
<FN>
<F1> Pursuant to rules of the National Association of Securities Dealers, Inc.,
the aggregate initial sales charges, deferred sales charges and asset-based
sales charges (12b-1 fee) on shares of the Fund may not exceed 6.25% of
total gross sales, subject to certain exclusions. This 6.25% limitation is
imposed on each class of the Fund rather than on a per shareholder basis.
Therefore, long-term shareholders of the Fund may pay more in total sales
charges than the economic equivalent of 6.25% of such shareholders'
investment in such shares. See "How the Fund is Managed--Distributor."

<F2> Although the Class A, Class B and Class C Distribution and Service Plans
provide that the Fund may pay up to an annual rate of .30 of 1%, 1% and 1%
of average daily net assets of the Class A, Class B and Class C shares,
respectively, the Distributor has agreed to limit its distribution fee with
respect to Class A, Class B and Class C shares of the Fund to no more than
.15 of 1%, .75 of 1% and .75 of 1% of the average daily net assets of the
Class A, Class B and Class C shares, respectively, for the fiscal year
ending December 31, 1996. Total operating expenses without such limitation
would be 1.57% for Class A shares, 2.27% for Class B shares and 2.27% for
Class C shares. See "How the Fund is Managed--Distributor."
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS
Class A Shares
(for a share outstanding throughout each of the indicated periods)

The following financial highlights with respect to the five-year period
ended December 31, 1994 have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon was unqualified. This information should be
read in conjunction with the financial statements and notes thereto, which
appear in the Statement of Additional Information. The following financial
highlights contain selected data for a Class A share of common stock
outstanding, total return, ratios to average net assets and other supplemental
data for the periods indicated. The information is based on data contained in
the financial statements. No Class B or Class C shares were outstanding during
these periods. The Fund operated as a closed-end investment company prior to
January 15, 1996.
<TABLE>
<CAPTION>
SIX MONTHS JULY 31, 1987*
ENDED YEAR ENDED DECEMBER 31, THROUGH
JUNE 30, --------------------------------------------------------------- DECEMBER 31,
1995<F1> 1994<F1> 1993<F1> 1992<F1> 1991<F1> 1990<F1> 1989<F1> 1988<F1> 1987<F1>
-------- ---- ---- ---- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of period ......... $ 6.76 $ 7.84 $ 7.38 $ 8.28 $ 8.25 $ 8.25 $ 8.95 $ 9.86 $ 9.27<F2>
-------- -------- -------- --------- -------- -------- --------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income .......... .22 .45 .55 .67 .66 .59 .59 .64 .25
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .................. .82 (.97) .74 (.70) .09 .06 (.19) (.35) .75
------ -------- -------- --------- ------- ------- -------- -------- --------
Total from investment
operations ................... 1.04 (.52) 1.29 (.03) .75 .65 .40 .29 1.00
------ -------- -------- --------- ------- ------- -------- -------- --------
LESS DISTRIBUTIONS
Dividends from net
investment income ............. (.21) (.23) (.23) (.67) (.66) (.59) (.59) (.64) (.25)
Distributions from net
capital gains ................. -- (.10) (.54) (.20) -- -- -- -- (.11)
Distributions in excess of
net capital gains ............. -- -- (.06) -- -- -- -- (.32) --
Tax return of capital
distributions<F3> ............. -- (.23) -- -- (.06) (.21) (.51) (.24) (.05)
------ -------- -------- --------- ------- -------- -------- -------- --------
Total distributions ........... (.21) (.56) (.83) (.87) (.72) (.80) (1.10) (1.20) (.41)
------ -------- -------- --------- ------- -------- -------- -------- --------
Increase resulting from Fund
share transactions .......... -- -- -- -- -- .15 -- -- --
------ -------- -------- -------- ------- -------- -------- -------- --------
Net asset value, end of period $ 7.59 $ 6.76 $ 7.84 $ 7.38 $ 8.28 $ 8.25 $ 8.25 $ 8.95 $ 9.86
======= ======== ======= ======== ======= ======== ======== ======== ========
Market price per share, end
of period ..................... $ 6.375 $ 5.625 $ 7.00 $ 7.00 $ 7.75 $ 7.25 $ 7.50 $ 9.125 $ 10.00
======= ======== ======= ======== ======= ======== ======== ======== ========
TOTAL RETURN# .................. 17.21% (12.04)% 11.57% 1.25% 17.44% 8.04% (5.87)% 3.83%

RATIOS/SUPPLEMENTAL DATA:
Net assets,
end of period (000) ........... $346,563 $308,703 $357,783 $336,780 $377,911 $376,722 $434,245 $469,141 $513,225
Average net assets (000) ....... $331,108 $331,421 $361,374 $364,037 $364,072 $382,943 $440,037 $488,462 $499,539
Ratios to average net assets:
Expenses ...................... 1.04%** 1.11% 1.07% 1.15% 1.29% 1.47% 1.59% 1.59% 1.75%**
Net investment income .......... 6.15%** 6.21% 6.93% 8.36% 8.30% 7.40% 7.00% 6.87% 6.22%**
Portfolio turnover rate ........ 145% 526% 441% 346% 267% 503% 477% 452% 97%

- ------------------
** Commencement of investment operations.
** Annualized.

<FN>
<F1> During these periods, the Fund operated as a closed-end investment company.
Effective January 15, 1996, the Fund commenced operations as an open-end
investment company. Accordingly, historical expenses and ratios of expenses
to average net assets are not necessarily indicative of future expenses and
related ratios.

<F2> Net of underwriting discount ($.70) and offering costs ($.03).

<F3> This caption is provided in accordance with the American Institute of
Certified Public Accountants' Statement of Position (SOP) 93-2,
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distributions by Investment Companies"
(SOP 93-2) which was applied effective January 1, 1993. Since then, the
Fund has been accounting and reporting for all distributions to
shareholders in conformity with SOP 93-2. In accordance with SOP 93-2,
distributions for years prior to 1993 have not been restated.

</FN>

# Total return does not consider the effect of sales loads. Total return is
calculated assuming a purchase of shares on the first day and a sale on the
last day of each period reported and includes reinvestment of dividends and
distributions. Total returns for periods of less than a full year are not
annualized.

</TABLE>

<PAGE>

HOW THE FUND INVESTS

INVESTMENT OBJECTIVE AND POLICIES

THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK TOTAL RETURN, THE COMPONENTS OF
WHICH ARE CURRENT INCOME AND CAPITAL APPRECIATION. THERE IS NO ASSURANCE THAT
THE FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

THE FUND'S INVESTMENT OBJECTIVE IS A FUNDAMENTAL POLICY OF THE FUND.
FUNDAMENTAL POLICIES MAY NOT BE CHANGED WITHOUT THE APPROVAL OF THE HOLDERS OF A
MAJORITY OF THE FUND'S OUTSTANDING VOTING SECURITIES AS DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE INVESTMENT COMPANY ACT). FUND
POLICIES THAT ARE NOT FUNDAMENTAL MAY BE MODIFIED BY THE BOARD OF DIRECTORS.

THE FUND ATTEMPTS TO ACHIEVE ITS OBJECTIVE BY INVESTING PRIMARILY IN DEBT
SECURITIES ISSUED OR GUARANTEED BY GOVERNMENTS, SEMI-GOVERNMENTAL ENTITIES,
GOVERNMENTAL AGENCIES, SUPRANATIONAL ENTITIES AND OTHER GOVERNMENTAL ENTITIES
(COLLECTIVELY "GOVERNMENTAL ENTITIES") IN THE UNITED STATES AND IN OTHER
COUNTRIES AND DENOMINATED IN THE CURRENCIES OF SUCH COUNTRIES. THE FUND'S
INVESTMENT ADVISER WILL SEEK TO ACHIEVE HIGH DIVIDENDS THROUGH MANAGEMENT OF
YIELD, MATURITY AND CURRENCY CONSIDERATIONS AFFECTING SUCH SECURITIES. IN
PARTICULAR, THE FUND'S INVESTMENT ADVISER WILL SELECT GOVERNMENTAL DEBT
SECURITIES WHICH, IN ITS JUDGMENT, WILL PRODUCE A HIGH YIELD WITH CURRENCY
STABILITY RELATIVE TO THE U.S. DOLLAR OR HAVE A COMBINED YIELD, CAPITAL OR
CURRENCY APPRECIATION POTENTIAL TO PRODUCE AN OVERALL RETURN CONSISTENT WITH THE
FUND'S OBJECTIVE. UNDER NORMAL CIRCUMSTANCES, AT LEAST 65% OF THE FUND'S TOTAL
ASSETS WILL BE INVESTED IN DEBT SECURITIES ISSUED OR GUARANTEED BY GOVERNMENTAL
ENTITIES OTHER THAN SUPRANATIONAL ENTITIES AND HAVING A MATURITY OF ONE YEAR OR
MORE. THE REMAINDER IS GENERALLY INVESTED IN OBLIGATIONS OF GOVERNMENTAL
ENTITIES (INCLUDING SUPRANATIONAL ENTITIES) HAVING A MATURITY OF LESS THAN ONE
YEAR AND IN OBLIGATIONS OF BANKS OR CORPORATIONS WITHOUT REGARD TO MATURITY. SEE
"INVESTMENT OBJECTIVE AND POLICIES" IN THE STATEMENT OF ADDITIONAL INFORMATION.

THE FUND WILL INVEST PRIMARILY IN INVESTMENT GRADE DEBT SECURITIES (I.E.,
THOSE RATED IN ONE OF THE FOUR HIGHEST RATING CATEGORIES BY MOODY'S, STANDARD &
POOR'S OR ANOTHER NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION
(NRSRO)), OR IN NON-RATED SECURITIES DETERMINED BY THE FUND'S INVESTMENT ADVISER
TO BE OF EQUIVALENT QUALITY. THE FUND MAY INVEST UP TO 10% OF ITS TOTAL ASSETS
IN DEBT SECURITIES RATED BELOW INVESTMENT GRADE, WITH A MINIMUM RATING OF B, BY
EITHER STANDARD & POOR'S OR MOODY'S OR BY ANOTHER NRSRO, OR, IF UNRATED, DEEMED
TO BE OF EQUIVALENT QUALITY BY THE INVESTMENT ADVISER. SEE "RISK-FACTORS--MEDIUM
AND LOWER-RATED SECURITIES" BELOW. UNDER NORMAL CIRCUMSTANCES, THE FUND INTENDS
TO MAINTAIN INVESTMENTS IN AT LEAST THREE COUNTRIES (INCLUDING THE UNITED
STATES). THE FUND WILL NOT NORMALLY INVEST IN SECURITIES DENOMINATED IN A
PARTICULAR FOREIGN CURRENCY, IF IMMEDIATELY THEREAFTER SECURITIES DENOMINATED IN
SUCH CURRENCY WOULD EXCEED 30% OF THE FUND'S TOTAL ASSETS UNLESS, IN THE
JUDGMENT OF THE INVESTMENT ADVISER, THE PARTICULAR CURRENCY APPEARS LIKELY TO
APPRECIATE SIGNIFICANTLY RELATIVE TO THE U.S. DOLLAR. HOWEVER, THE FUND MAY
INVEST UP TO 50% OF ITS TOTAL ASSETS IN SECURITIES DENOMINATED IN JAPANESE,
BRITISH OR GERMAN CURRENCIES. UNDER NORMAL MARKET CONDITIONS NOT MORE THAN 65%
OF THE FUND'S ASSETS WILL BE IN U.S. DOLLAR-DENOMINATED SECURITIES; HOWEVER FOR
TEMPORARY DEFENSIVE AND CASH MANAGEMENT PURPOSES, THE FUND MAY INVEST WITHOUT
LIMIT IN U.S. TREASURY OR OTHER DOLLAR-DENOMINATED DEBT SECURITIES OR
HIGH-QUALITY MONEY MARKET INSTRUMENTS, INCLUDING COMMERCIAL PAPER OF DOMESTIC
AND FOREIGN CORPORATIONS, CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND
OTHER OBLIGATIONS OF DOMESTIC AND FOREIGN BANKS AND SHORT-TERM OBLIGATIONS
ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT, ITS INSTRUMENTALITIES OR AGENCIES
WITHOUT REGARD TO MATURITY. AFTER REVIEWING THE YIELDS AND MATURITIES AVAILABLE
ON ALL ELIGIBLE GOVERNMENTAL INVESTMENTS AND CURRENCIES, THE INVESTMENT ADVISER
WILL CONSIDER OTHER FACTORS BEARING ON THE SELECTION OF INVESTMENTS, SUCH AS THE
PROTECTION AND ENHANCEMENT OF NET ASSET VALUE AND MAINTENANCE OF A VARIED,
LIQUID, HIGH QUALITY PORTFOLIO.

THE FUND MAY INVEST UP TO 35% OF ITS TOTAL ASSETS IN OBLIGATIONS OF
GOVERNMENTAL ENTITIES (INCLUDING SUPRANATIONAL ENTITIES) HAVING A MATURITY OF
LESS THAN ONE YEAR AND IN OBLIGATIONS OF BANKS OR CORPORATIONS WITHOUT
LIMITATION AS TO

<PAGE>

MATURITY. SEE "HOW THE FUND INVESTS--CORPORATE AND OTHER NON-GOVERNMENT
DEBT SECURITIES" BELOW. THE FUND MAY ALSO ENGAGE IN VARIOUS STRATEGIES USING
DERIVATIVES, INCLUDING THE USE OF OPTIONS ON SECURITIES AND CURRENCIES AND
FUTURES CONTRACTS AND OPTIONS THEREON. SEE "HOW THE FUND INVESTS--HEDGING AND
RETURN ENHANCEMENT STRATEGIES" BELOW.

THE FUND WILL MAINTAIN, UNDER NORMAL CIRCUMSTANCES, AN AVERAGE MATURITY OF
BETWEEN 3 AND 15 YEARS. IN GENERAL, THE AVERAGE WEIGHTED MATURITY OF THE FUND'S
PORTFOLIO IS NOT EXPECTED TO EXCEED 15 YEARS; IT IS NOT LIKELY TO BE LESS THAN 3
YEARS EXCEPT FOR TEMPORARY DEFENSIVE PURPOSES. THE AVERAGE MATURITY OF THE
FUND'S PORTFOLIO WILL BE ACTIVELY MANAGED IN LIGHT OF MARKET CONDITIONS AND
TRENDS. GENERALLY, WHEN THE INVESTMENT ADVISER EXPECTS INTEREST RATES TO RISE,
THE AVERAGE MATURITY OF THE FUND'S PORTFOLIO WILL BE SHORTENED. CONVERSELY, WHEN
THE INVESTMENT ADVISER EXPECTS INTEREST RATES TO FALL, THE AVERAGE MATURITY OF
THE FUND'S PORTFOLIO WILL BE LENGTHENED.

THE FUND IS A "NON-DIVERSIFIED" INVESTMENT COMPANY AND MAY INVEST MORE THAN
5% OF ITS TOTAL ASSETS IN THE SECURITIES OF ONE OR MORE ISSUERS. HOWEVER, THE
FUND INTENDS TO LIMIT ITS INVESTMENTS IN THE SECURITIES OF ANY ONE BANK OR
CORPORATION, TO 10% OF ITS TOTAL ASSETS AT THE TIME OF PURCHASE. EXCEPT FOR
SECURITIES ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT, ITS AGENCIES,
AUTHORITIES OR INSTRUMENTALITIES, THE FUND WILL NOT INVEST 25% OR MORE OF ITS
TOTAL ASSETS AT THE TIME OF PURCHASE IN THE SECURITIES OF A CENTRAL GOVERNMENT
OR A SUPRANATIONAL ISSUER OR, AS TO 50% OF ITS ASSETS, MORE THAN 5% IN ANY ONE
ISSUER. INVESTMENT IN A NON-DIVERSIFIED INVESTMENT COMPANY INVOLVES GREATER RISK
THAN INVESTMENT IN A DIVERSIFIED INVESTMENT COMPANY BECAUSE A LOSS RESULTING
FROM THE DEFAULT OF A SINGLE ISSUER MAY REPRESENT A GREATER PORTION OF THE TOTAL
ASSETS OF A NON-DIVERSIFIED PORTFOLIO.

U.S. GOVERNMENT SECURITIES

THE U.S. GOVERNMENT SECURITIES IN WHICH THE FUND MAY INVEST INCLUDE U.S.
TREASURY SECURITIES, SECURITIES ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT, ITS
AGENCIES OR INSTRUMENTALITIES, AND MORTGAGE-RELATED SECURITIES ISSUED BY U.S.
GOVERNMENT AGENCIES OR INSTRUMENTALITIES.

U.S. TREASURY SECURITIES

THE FUND MAY INVEST IN U.S. TREASURY SECURITIES, INCLUDING BILLS, NOTES,
BONDS AND OTHER DEBT SECURITIES ISSUED BY THE U.S. TREASURY. These instruments
are direct obligations of the U.S. Government and, as such, are backed by the
"full faith and credit" of the United States. They differ primarily in their
interest rates, the lengths of their maturities and the dates of their
issuances.

SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES
AND INSTRUMENTALITIES

THE FUND MAY INVEST IN DEBT SECURITIES ISSUED OR GUARANTEED BY AGENCIES OR
INSTRUMENTALITIES OF THE U.S. GOVERNMENT, INCLUDING, BUT NOT LIMITED TO,
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA), FEDERAL NATIONAL MORTGAGE
ASSOCIATION (FNMA) AND FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC)
SECURITIES. Obligations of GNMA, the Farmers Home Administration and the
Export-Import Bank are backed by the "full faith and credit" of the United
States. In the case of securities not backed by the "full faith and credit" of
the United States, the Fund must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment. Such securities include
obligations issued by the Student Loan Marketing Association (SLMA), FNMA and
FHLMC, each of which may borrow from the U.S. Treasury to meet its obligations,
although the U.S. Treasury is under no obligation to lend to such entities.

THE FUND MAY INVEST IN COMPONENT PARTS OF U.S. GOVERNMENT DEBT SECURITIES,
NAMELY EITHER THE CORPUS (PRINCIPAL) OF SUCH OBLIGATIONS OR ONE OR MORE OF THE
INTEREST PAYMENTS SCHEDULED TO BE PAID ON SUCH OBLIGATIONS. These obligations
may take the form of (i) obligations from which the interest coupons have been
stripped; (ii) the interest coupons that are stripped; (iii) book-entries at a
Federal Reserve member bank representing ownership of obligation components; or
(iv) receipts evidencing the component parts (corpus or coupons) of U.S.
Government obligations that have not actually been stripped. Such receipts
evidence ownership of component parts of U.S.

<PAGE>

Government obligations (corpus or coupons) purchased by a third party
(typically an investment banking firm) and held on behalf of the third party in
physical or book-entry form by a major commercial bank or trust company pursuant
to a custody agreement with the third party. The Fund may also invest in
custodial receipts held by a third party that are not U.S. Government
securities. See "Investment Objectives and Policies--Corporate and Other
Non-Governmental Debt Obligations--Custodial Receipts" in the Statement of
Additional Information.

MORTGAGE-RELATED SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES
AND INSTRUMENTALITIES

THE FUND MAY INVEST IN MORTGAGE-BACKED SECURITIES AND OTHER DERIVATIVE
MORTGAGE PRODUCTS, INCLUDING THOSE REPRESENTING AN UNDIVIDED OWNERSHIP INTEREST
IN A POOL OF MORTGAGES, E.G., GNMA, FNMA AND FHLMC CERTIFICATES WHERE THE U.S.
GOVERNMENT OR ITS AGENCIES OR INSTRUMENTALITIES GUARANTEES THE PAYMENT OF
INTEREST AND PRINCIPAL OF THESE SECURITIES. However, these guarantees do not
extend to the securities' yield or value, which are likely to vary inversely
with fluctuations in interest rates, nor do these guarantees extend to the yield
or value of the Fund's shares. See "Investment Objective and Policies--U.S.
Government Securities" in the Statement of Additional Information. These
certificates are in most cases "pass-through" instruments, through which the
holder receives a share of all interest and principal payments from the
mortgages underlying the certificate, net of certain fees.

IN ADDITION TO GNMA, FNMA OR FHLMC CERTIFICATES THROUGH WHICH THE HOLDER
RECEIVES A SHARE OF ALL INTEREST AND PRINCIPAL PAYMENTS FROM THE MORTGAGES
UNDERLYING THE CERTIFICATE, THE FUND MAY ALSO INVEST IN CERTAIN MORTGAGE
PASS-THROUGH SECURITIES ISSUED BY THE U.S. GOVERNMENT OR ITS AGENCIES AND
INSTRUMENTALITIES COMMONLY REFERRED TO AS MORTGAGE-BACKED SECURITY STRIPS OR MBS
STRIPS. MBS strips are usually structured with two classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of stripped mortgage security will have one class
receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "I0" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yields to
maturity on IOs and POs are sensitive to the rate of principal payments
(including prepayments) on the related underlying mortgage assets, and principal
payments may have a material effect on yield to maturity. If the underlying
mortgage assets experience greater than anticipated prepayments of principal,
the Fund may not fully recoup its initial investment in IOs. Conversely, if the
underlying mortgage assets experience less than anticipated prepayments of
principal, the yield on POs could be materially adversely affected.

The Fund will invest in both Adjustable Rate Mortgage Securities, which are
pass-through mortgage securities collateralized by adjustable rate mortgages,
and Fixed-Rate Mortgage Securities, which are collateralized by fixed-rate
mortgages. See "Investment Objective and Policies" in the Statement of
Additional Information. For purposes of the Fund's maturity limitation, the
maturity of a mortgage-backed security will be deemed to be equal to its
remaining maturity (i.e., the average maturity of the mortgages underlying such
security determined by the investment adviser on the basis of assumed prepayment
rates with respect to such mortgages).

FOREIGN GOVERNMENT SECURITIES

"FOREIGN GOVERNMENT SECURITIES" INCLUDE DEBT SECURITIES ISSUED OR GUARANTEED,
AS TO PAYMENT OF PRINCIPAL AND INTEREST, BY GOVERNMENTS, SEMI-GOVERNMENTAL
ENTITIES, GOVERNMENTAL AGENCIES, SUPRANATIONAL ENTITIES AND OTHER GOVERNMENTAL
ENTITIES. The Fund may invest in the Foreign Government securities of developed
countries and developing or emerging market countries including, among others,
Canada, Chile, China, Columbia, the Czech Republic, Australia, Greece, Hong
Kong, Indonesia, Israel, Japan, New Zealand, Portugal, Singapore, Austria,
Belgium, Denmark, Finland, France, Ireland, Italy, Malaysia, the Netherlands,
Norway, South Korea, Spain, Sweden, Switzerland, Thailand, United Kingdom and
Germany. Foreign Government securities may be denominated in U.S. dollars or in
foreign currencies (including debt securities of an issuer in any country
denominated in the currency of another above-listed country).

A "supranational entity" is an entity constituted by the national governments
of several countries to promote economic development. Examples of such
supranational entities include, among others, the World Bank (International

<PAGE>

Bank for Reconstruction and Development), the European Investment Bank and
the Asian Development Bank. Debt securities of "semi-governmental entities" are
issued by entities owned by a national, state, or equivalent government or are
obligations of a political unit that are not backed by the national government's
"full faith and credit" and general taxing powers. Examples of semi-government
issuers include, among others, the Province of Ontario and the City of
Stockholm. "Foreign Government securities" shall also include debt securities of
Government Entities denominated in European Currency Units. A European Currency
Unit represents specified amounts of the currencies of certain of the fifteen
member states of the European Union.

Foreign Government securities shall also include mortgage-backed securities
issued or guaranteed by foreign Government Entities including semi-governmental
entities and Brady Bonds, which are long-term bonds issued by Government
Entities in developing countries as part of a restructuring of their commercial
loans. See "Investment Objective and Policies--Foreign Securities" in the
Statement of Additional Information.

RETURNS AVAILABLE FROM FOREIGN CURRENCY-DENOMINATED DEBT INSTRUMENTS CAN BE
ADVERSELY AFFECTED BY CHANGES IN EXCHANGE RATES. THE FUND'S INVESTMENT ADVISER
BELIEVES THAT THE USE OF FOREIGN CURRENCY HEDGING TECHNIQUES, INCLUDING
"CROSS-CURRENCY HEDGES" MAY ASSIST, UNDER CERTAIN CONDITIONS, IN HELPING TO
PROTECT AGAINST DECLINES IN THE U.S. DOLLAR VALUE OF INCOME AVAILABLE FOR
DISTRIBUTION TO SHAREHOLDERS AND DECLINES IN THE NET ASSET VALUE OF THE FUND'S
SHARES RESULTING FROM ADVERSE CHANGES IN CURRENCY EXCHANGE RATES. For example,
the return available from securities denominated in a particular foreign
currency would diminish in the event the value of the U.S. dollar increased
against such currency. Such a decline could be partially or completely offset by
an increase in value of a cross-currency hedge involving a forward exchange
contract to sell a different foreign currency, where such contract is available
on terms more advantageous to the Fund than a contract to sell the currency in
which the position being hedged is denominated. Cross-currency hedges can,
therefore, under certain conditions, provide protection of net asset value in
the event of a general rise in the U.S. dollar against foreign currencies.
However, there can be no assurance that the Fund will be able to engage in
cross-currency hedging or that foreign exchange rate relationships will be
sufficiently predictable to enable the investment adviser to employ
cross-currency hedging techniques successfully. A cross-currency hedge cannot
protect against exchange rate risks perfectly, and if the investment adviser is
incorrect in its judgment of future exchange rate relationships, the Fund could
be in a less advantageous position than if such a hedge had not been
established.

THE FUND MAY INVEST WITHOUT LIMITATION IN COMMERCIAL PAPER AND OTHER
INSTRUMENTS WHICH ARE INDEXED TO CERTAIN SPECIFIC FOREIGN CURRENCY EXCHANGE
RATES. The terms of such instruments provide that its principal amount is
adjusted upwards or downwards (but not below zero) at maturity to reflect
changes in the exchange rate between two currencies while the obligation is
outstanding. The Fund will purchase such instruments with the currency in which
it is denominated and, at maturity, will receive interest and principal payments
thereon in that currency, but the amount of principal payable by the issuer at
maturity will change in proportion to the change (if any) in the exchange rate
between the two specified currencies between the date the instrument is issued
and the date the instrument matures. While such instruments entail the risk of
loss of principal, the potential for realizing gains as a result of changes in
foreign currency exchange rates enables the Fund to hedge (or cross-hedge)
against a decline in the U.S. dollar value of investments denominated in foreign
currencies while providing an attractive money market rate of return.

CORPORATE AND OTHER NON-GOVERNMENT DEBT SECURITIES

THE FUND MAY INVEST IN CORPORATE AND OTHER NON-GOVERNMENT DEBT OBLIGATIONS OF
DOMESTIC AND FOREIGN ISSUERS INCLUDING CONVERTIBLE SECURITIES AND (SUBJECT TO
THE FUND'S MATURITY LIMITATIONS) IN INTERMEDIATE-TERM AND LONG-TERM BANK DEBT
SECURITIES IN THE UNITED STATES AND IN FOREIGN COUNTRIES DENOMINATED IN U.S.
DOLLARS OR IN FOREIGN CURRENCIES. ISSUERS ARE NOT LIMITED TO THE CORPORATE FORM
OF ORGANIZATION. Bonds and other debt securities are used by issuers to borrow
money from investors. The issuer pays the investor a fixed or variable rate of
interest and must repay the amount borrowed at maturity. Some debt securities,
such as zero coupon bonds, do not pay current interest but are purchased at a
discount from their face values. The discount approximates the total amount of
interest the security will

<PAGE>

accrue and compound over the period until maturity or the particular
interest payment date at a rate of interest reflecting the market rate of the
security at the time of issuance.

Zero coupon securities do not require the periodic payment of interest. These
investments benefit the issuer by mitigating its need for cash to meet debt
service, but also require a higher rate of return to attract investors who are
willing to defer receipt of cash. These investments may experience greater
volatility in market value than securities that make regular payments of
interest. The Fund accrues income on these investments for tax and accounting
purposes, which is distributable to shareholders and which, because no cash is
received at the time of accrual, may require the liquidation of other portfolio
securities to satisfy the Fund's distribution obligations, in which case the
Fund will forego the purchase of additional income producing assets with these
funds. Zero coupon securities include both corporate and U.S. and foreign
government securities. Pay-in-kind securities have their interest payable upon
maturity by delivery of additional securities. Deferred payment securities are
securities that remain a zero coupon security until a predetermined date, at
which time the stated coupon rate becomes effective and interest payable at
regular intervals. Certain debt securities are subject to call provisions. Zero
coupon, pay-in-kind and deferred payment securities may be subject to greater
fluctuation in value and lesser liquidity in the event of adverse market
conditions than comparable rated securities paying cash interest at regular
interest payment periods. See "Investment Objective and Policies--Other
Corporate and Other Non-Government Debt Obligations" in the Statement of
Additional Information.

THE FUND IS PERMITTED TO INVEST IN ADJUSTABLE RATE OR FLOATING RATE DEBT
SECURITIES, INCLUDING CORPORATE SECURITIES AND SECURITIES ISSUED BY U.S.
GOVERNMENT AGENCIES, WHOSE INTEREST RATE IS CALCULATED BY REFERENCE TO A
SPECIFIED INDEX SUCH AS THE CONSTANT MATURITY TREASURY RATE, THE T-BILL RATE OR
LIBOR (LONDON INTERBANK OFFERED RATE) AND IS RESET PERIODICALLY. Adjustable rate
securities allow the Fund to participate in increases in interest rates through
these periodic adjustments. The value of adjustable or floating rate securities
will, like other debt securities, generally vary inversely with changes in
prevailing interest rates. The value of adjustable or floating rate securities
is unlikely to rise in periods of declining interest rates to the same extent as
fixed rate instruments of similar maturities. In periods of rising interest
rates, changes in the coupon will lag behind changes in the market rate
resulting in a lower net asset value until the coupon resets to market rates.

MONEY MARKET INSTRUMENTS

The Fund may invest in high quality money market instruments, including,
among others, commercial paper of a U.S. or non-U.S. company, foreign government
securities, certificates of deposit, bankers' acceptances and time deposits of
domestic and foreign banks, and obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities. These obligations will be U.S.
dollar-denominated or denominated in a foreign currency. Money market
instruments typically have a maturity of one year or less as measured from the
date of purchase. The Fund may invest in money market instruments without limit
for temporary defensive and cash management purposes. To the extent the Fund
otherwise invests in money market instruments, it is subject to the limitations
described above.

OTHER INVESTMENTS AND POLICIES

REPURCHASE AGREEMENTS

The Fund will enter into repurchase agreements whereby the seller of the
security agrees to repurchase that security from the Fund at a mutually
agreed-upon time and price. The repurchase date is usually within a day or two
of the original purchase, although it may extend over a number of months. The
Fund does not currently intend to invest in repurchase agreements whose
maturities exceed one year. The Fund's repurchase agreements will at all times
be fully collateralized in an amount at least equal to the purchase price of the
underlying securities (including accrued interest earned thereon). In the event
of a default or bankruptcy by a seller, the Fund will promptly seek to liquidate
the collateral. To the extent that the proceeds from any sale of such collateral
upon a default in the obligation to repurchase are less than the repurchase
price, the Fund will suffer a loss. The Fund participates in a joint repurchase
account with other investment

<PAGE>

companies managed by Prudential Mutual Fund Management, Inc. pursuant to an
order of the SEC. See "Additional Investment Policies--Repurchase Agreements" in
the Statement of Additional Information.

ILLIQUID SECURITIES

The Fund may hold up to 15% of its net assets in illiquid securities
including repurchase agreements which have a maturity of longer than seven days,
securities with legal or contractual restrictions on resale (restricted
securities) and securities that are not readily marketable in securities markets
either within or outside of the United States. Restricted securities eligible
for resale pursuant to Rule 144A under the Securities Act of 1933, as amended
(the Securities Act), and privately placed commercial paper that have a readily
available market are not considered illiquid for purposes of this limitation.
The Fund intends to comply with any applicable state blue sky laws restricting
the Fund's investments in illiquid securities. See "Investment Restrictions" in
the Statement of Additional Information. The Fund's investment in Rule 144A
securities could have the effect of increasing illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
Rule 144A securities. The investment adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the applicable notice period.

The staff of the SEC has taken the position that purchased OTC options and
the assets used as "cover" for written OTC options are illiquid securities
unless the Fund and the counterparty have provided for the Fund, at its
election, to unwind the OTC option. The exercise of such an option ordinarily
would involve the payment by the Fund of an amount designed to reflect the
counterparty's economic loss from an early termination but does allow the Fund
to treat the assets used as "cover" as liquid. The Fund will also treat non-U.S.
Government IOs and POs as illiquid so long as the staff of the SEC maintains its
position that such securities are illiquid. See "Additional Investment
Policies--Illiquid Securities" in the Statement of Additional Information.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The Fund may purchase or sell securities on a when-issued or delayed delivery
basis. When-issued or delayed delivery transactions arise when securities are
purchased or sold by the Fund with payment and delivery taking place a month or
more in the future in order to secure what is considered to be an advantageous
price and yield to the Fund at the time of entering into the transaction. While
the Fund will only purchase securities on a when-issued or delayed delivery
basis with the intention of acquiring the securities, the Fund may sell the
securities before the settlement date, if it is deemed advisable. At the time
the Fund makes the commitment to purchase securities on a when-issued or delayed
delivery basis, the Fund will record the transaction and thereafter reflect the
value, each day, of such security in determining the net asset value of the
Fund. At the time of delivery of the securities, the value may be more or less
than the purchase price. The Fund's custodian will maintain, in a segregated
account of the Fund, cash, U. S. Government securities or other liquid
high-grade debt obligations having a value equal to or greater than the Fund's
purchase commitments; the Custodian will likewise segregate securities sold on a
delayed delivery basis. Subject to this requirement, the Fund may purchase
securities on such basis without limit.

BORROWING

The Fund may borrow an amount equal to no more than 20% of the value of its
total assets (calculated at the time of the borrowing) from banks for temporary,
extraordinary or emergency purposes, for the clearance of transactions or for
investment purposes. The Fund may pledge up to 20% of its total assets to secure
these borrowings. If the Fund's asset coverage for borrowing falls below 300%,
the Fund will take prompt action to reduce its borrowings. If the 300% asset
coverage should decline as a result of market fluctuations or other reasons, the
Fund may be required to sell portfolio securities to reduce the debt and restore
the 300% asset coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time. Such liquidations could
cause the Fund to realize gains on securities

<PAGE>

held for less than three months. Because no more than 30% of the Fund's
gross income may be derived from the sale or disposition of securities held for
less than three months to maintain the Fund's status as a regulated investment
company under the Internal Revenue Code, such gains would limit the ability of
the Fund to sell other securities held for less than three months that the Fund
might wish to sell. See "Taxes, Dividends and Distributions" in the Statement of
Additional Information.

Borrowing for investment purposes is generally known as "leveraging."
Leveraging exaggerates the effect on net asset value of any increase or decrease
in the market value of the Fund's portfolio. Money borrowed for leveraging will
be subject to interest costs which may or may not be recovered by appreciation
of the securities purchased and may exceed the income from the securities
purchased. In addition, the Fund may be required to maintain minimum average
balances in connection with such borrowing or pay a commitment fee to maintain a
line of credit, which would increase the cost of borrowing over the stated
interest rate.

PORTFOLIO TURNOVER

As a result of the Fund's investment policies, its portfolio turnover rate
may exceed 100%, although the rate is not expected to exceed 250%. High
portfolio turnover (over 100%) may involve correspondingly greater brokerage
commissions (or mark-ups) and other transaction rates, which will be borne
directly by the Fund. See "Portfolio Transactions and Brokerage" in the
Statement of Additional Information. In addition, high portfolio turnover may
result in increased short-term capital gains, which, when distributed to
shareholders, are treated as ordinary income. See "Taxes, Dividends and
Distributions."

HEDGING AND RETURN ENHANCEMENT STRATEGIES

THE FUND MAY ENGAGE IN VARIOUS PORTFOLIO STRATEGIES, INCLUDING DERIVATIVES,
TO REDUCE CERTAIN RISKS OF ITS INVESTMENTS AND TO ATTEMPT TO ENHANCE RETURN, BUT
NOT FOR SPECULATION. These strategies currently include the use of options,
forward currency exchange contracts and futures contracts and options thereon
(including interest rate futures contracts and currency futures and options
thereon.) The Fund's ability to use these strategies may be limited by market
conditions, regulatory limits and tax considerations and there can be no
assurance that any of these strategies will succeed. See "Additional Investment
Policies" in the Statement of Additional Information. New financial products and
risk management techniques continue to be developed and the Fund may use these
new investments and techniques to the extent consistent with its investment
objective and policies.

OPTIONS TRANSACTIONS

THE FUND MAY PURCHASE AND WRITE (I.E., SELL) PUT AND CALL OPTIONS ON
SECURITIES AND CURRENCIES THAT ARE TRADED ON U.S. AND FOREIGN SECURITIES
EXCHANGES OR IN THE OVER-THE-COUNTER MARKET TO ATTEMPT TO ENHANCE RETURN OR TO
HEDGE ITS PORTFOLIO INVESTMENTS. THESE OPTIONS WILL BE ON DEBT SECURITIES,
AGGREGATES OF DEBT SECURITIES, FINANCIAL INDICES, U.S. GOVERNMENT SECURITIES
(LISTED ON AN EXCHANGE AND OVER-THE-COUNTER, I.E., PURCHASED OR SOLD THROUGH
U.S. GOVERNMENT SECURITIES DEALERS), FOREIGN GOVERNMENT SECURITIES AND FOREIGN
CURRENCIES. The Fund may write covered put and call options to attempt to
generate additional income through the receipt of premiums, purchase put options
in an effort to protect the value of a security that it owns against a decline
in market value and purchase call options in an effort to protect against an
increase in price of securities (or currencies) it intends to purchase. The Fund
may also purchase put and call options to offset previously written put and call
options of the same type. See "Additional Investment Policies--Options on
Securities" in the Statement of Additional Information.

A CALL OPTION GIVES THE PURCHASER, IN EXCHANGE FOR A PREMIUM PAID, THE RIGHT
FOR A SPECIFIED PERIOD OF TIME TO PURCHASE THE SECURITIES OR CURRENCY SUBJECT TO
THE OPTION AT A SPECIFIED PRICE (THE EXERCISE PRICE OR STRIKE PRICE). The writer
of a call option, in return for the premium, has the obligation, upon exercise
of the option, to deliver, depending upon the terms of the option contract, the
underlying securities or a specified amount of cash to the purchaser upon
receipt of the exercise price. When the Fund writes a call option, it gives up
the potential for gain on the underlying securities or currency in excess of the
exercise price of the option during the period that the option is open.

<PAGE>

A PUT OPTION GIVES THE PURCHASER, IN RETURN FOR A PREMIUM, THE RIGHT, FOR A
SPECIFIED PERIOD OF TIME, TO SELL THE SECURITIES OR CURRENCY SUBJECT TO THE
OPTION TO THE WRITER OF THE PUT AT THE SPECIFIED EXERCISE PRICE. The writer of
the put option, in return for the premium, has the obligation, upon exercise of
the option, to acquire the securities or currency underlying the option at the
exercise price. The Fund might, therefore, be obligated to purchase the
underlying securities or currency for more than their current market price.

THE FUND WILL WRITE ONLY "COVERED" OPTIONS. An option is covered if, so long
as the Fund is obligated under the option, it owns an offsetting position in the
underlying security or currency or maintains cash, U.S. Government securities or
other liquid high-grade debt obligations with a value sufficient at all times to
cover its obligations. See "Additional Investment Policies--Options on
Securities--Additional Risks of Options, Futures Contracts, Options on Futures
Contracts and Forward Contracts" in the Statement of Additional Information.

THERE IS NO LIMITATION ON THE AMOUNT OF COVERED CALL OPTIONS THE FUND MAY
WRITE. THE FUND MAY ONLY WRITE COVERED PUT OPTIONS TO THE EXTENT THAT COVER FOR
SUCH OPTIONS DOES NOT EXCEED 50% OF ITS NET ASSETS. THE FUND WILL NOT PURCHASE
PUT OR CALL OPTIONS ON SECURITIES OR CURRENCIES IF, AS A RESULT THEREOF, THEIR
VALUE WOULD EXCEED 5% OF THE FUND'S NET ASSETS. THE FUND WILL NOT PURCHASE AN
OPTION IF, AS A RESULT OF SUCH PURCHASE, MORE THAN 20% OF ITS TOTAL ASSETS WOULD
BE INVESTED IN PREMIUMS FOR OPTIONS AND OPTIONS ON FUTURES.

FORWARD CURRENCY EXCHANGE CONTRACTS

THE FUND MAY ENTER INTO FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS TO
PROTECT THE VALUE OF ITS PORTFOLIO AGAINST FUTURE CHANGES IN THE LEVEL OF
CURRENCY EXCHANGE RATES. The Fund may enter into such contracts on a spot, i.e.,
cash, basis at the rate then prevailing in the currency exchange market or on a
forward basis, by entering into a forward contract to purchase or sell currency.
A forward contract on foreign currency is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days agreed
upon by the parties from the date of the contract at a price set on the date of
the contract.

THE FUND'S DEALINGS IN FORWARD CONTRACTS WILL BE LIMITED TO HEDGING INVOLVING
EITHER SPECIFIC TRANSACTIONS OR PORTFOLIO POSITIONS. Transaction hedging is the
purchase or sale of a forward contract with respect to specific receivables or
payables of the Fund generally arising in connection with the purchase or sale
of its portfolio securities and accruals of interest or dividends receivable and
Fund expenses. Position hedging is the sale of a foreign currency with respect
to portfolio security positions denominated or quoted in or convertible into
that currency or in a different currency (cross hedge). The Fund may also cross
hedge its currency exposure under circumstances where the investment adviser
believes that the currency in which a security is denominated may deteriorate
against the dollar and that the possible loss in value can be hedged, return can
be enhanced and risks can be managed by entering into forward contracts to sell
the deteriorating currency and buy a currency that is expected to appreciate in
relation to the dollar. Although there are no limits on the number of forward
contracts which the Fund may enter into, the Fund may not position hedge with
respect to a particular currency for an amount greater than the aggregate market
value (determined at the time of making any sale of forward currency) of the
securities held in its portfolio denominated or quoted in, or currently
convertible into, such currency. If the Fund enters into a position hedging
transaction, the Fund's custodian or subcustodian will place cash or U.S.
Government securities or other high-grade debt obligations in a segregated
account of the Fund in an amount equal to the value of the Fund's total assets
committed to the consummation of the given forward contract. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account so that the value of the account will,
at all times, equal the amount of the Fund's commitment with respect to the
forward contract. See "Additional Investment Policies--Forward Currency Exchange
Contracts" in the Statement of Additional Information.

THE FUND WILL NOT ENTER INTO FORWARD CONTRACTS TO PURCHASE OR SELL CURRENCY
IF, AS A RESULT THEREOF, THE COST OF CLOSING ALL SUCH CONTRACTS EXCEEDS 5% OF
THE FUND'S NET ASSETS.

<PAGE>

FUTURES CONTRACTS AND OPTIONS THEREON

THE FUND MAY PURCHASE AND SELL FINANCIAL FUTURES CONTRACTS AND OPTIONS
THEREON WHICH ARE TRADED ON A COMMODITIES EXCHANGE OR BOARD OF TRADE FOR CERTAIN
HEDGING AND RISK MANAGEMENT PURPOSES AND TO ATTEMPT TO ENHANCE RETURN IN
ACCORDANCE WITH REGULATIONS OF THE COMMODITY FUTURES TRADING COMMISSION (CFTC).
These futures contracts and related options will be on debt securities,
aggregates of debt securities, financial indices, U.S. Government securities,
Foreign Government securities, foreign currencies and composite foreign
currencies. A financial futures contract is an agreement to purchase or sell an
agreed amount of securities or currencies at a set price for delivery in the
future.

THE FUND MAY NOT PURCHASE OR SELL FUTURES CONTRACTS AND RELATED OPTIONS TO
ATTEMPT TO ENHANCE RETURN OR FOR RISK MANAGEMENT PURPOSES, IF IMMEDIATELY
THEREAFTER THE SUM OF THE AMOUNT OF INITIAL MARGIN DEPOSITS ON THE FUND'S
EXISTING FUTURES AND OPTIONS ON FUTURES AND PREMIUMS PAID FOR SUCH RELATED
OPTIONS WOULD EXCEED 5% OF THE MARKET VALUE OF THE FUND'S TOTAL ASSETS. THE FUND
MAY PURCHASE AND SELL FUTURES CONTRACTS AND RELATED OPTIONS WITHOUT LIMITATION,
FOR BONA FIDE HEDGING PURPOSES IN ACCORDANCE WITH REGULATIONS OF THE CFTC (I.E.,
TO REDUCE CERTAIN RISKS OF ITS INVESTMENTS). THE VALUE OF ALL FUTURES CONTRACTS
SOLD WILL NOT EXCEED THE TOTAL MARKET VALUE OF THE FUND'S INVESTMENTS.

Futures contracts and related options are generally subject to segregation
and coverage requirements of the CFTC or the SEC. If the Fund does not hold the
security or currency underlying the futures contract, the Fund will be required
to segregate on an ongoing basis with its Custodian cash, U.S. Government
securities or other liquid, high grade debt obligations in an amount at least
equal to the Fund's obligations with respect to such futures contracts.

THE FUND'S SUCCESSFUL USE OF FUTURES CONTRACTS AND RELATED OPTIONS DEPENDS
UPON THE INVESTMENT ADVISER'S ABILITY TO PREDICT THE DIRECTION OF THE MARKET AND
IS SUBJECT TO VARIOUS ADDITIONAL RISKS. The correlation between movements in the
price of a futures contract and the price of the securities being hedged is
imperfect and there is a risk that the value of the securities being hedged may
increase or decrease at a greater rate than a specified futures contract,
resulting in losses to the Fund. Certain futures exchanges or boards of trade
have established daily limits on the amount that the price of a futures contract
or related options may vary, either up or down, from the previous day's
settlement price. These daily limits may restrict the Fund's ability to purchase
or sell certain futures contracts or related options on any particular day.

THE FUND'S ABILITY TO ENTER INTO FUTURES CONTRACTS AND OPTIONS THEREON IS
LIMITED BY THE REQUIREMENTS OF THE INTERNAL REVENUE CODE FOR QUALIFICATION AS A
REGULATED INVESTMENT COMPANY. SEE "ADDITIONAL INVESTMENT POLICIES--FUTURES
CONTRACTS--OPTIONS ON FUTURES CONTRACTS" AND "TAXES, DIVIDENDS AND
DISTRIBUTIONS" IN THE STATEMENT OF ADDITIONAL INFORMATION.

RISK FACTORS

FOREIGN INVESTMENTS

INVESTING IN SECURITIES ISSUED BY FOREIGN GOVERNMENTS INVOLVES CONSIDERATIONS
AND POSSIBLE RISKS NOT TYPICALLY ASSOCIATED WITH INVESTING IN OBLIGATIONS ISSUED
BY THE U.S. GOVERNMENT AND DOMESTIC CORPORATIONS. The values of foreign
investments are affected by changes in currency rates or exchange control
regulations, application of foreign tax laws, including withholding taxes,
changes in governmental administration or economic or monetary policy (in this
country or abroad) or changed circumstances in dealings between nations. Costs
are incurred in connection with conversions between various currencies. In
addition, foreign brokerage commissions are generally higher than in the United
States, and foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than in the United States. Investments
in foreign countries could be affected by other factors not present in the
United States, including expropriation, confiscatory taxation, lack of uniform
accounting and auditing standards and potential difficulties in enforcing
contractual obligations and could be subject to extended settlement periods.

<PAGE>

THE FUND WILL INVEST IN FOREIGN GOVERNMENT SECURITIES DENOMINATED IN FOREIGN
CURRENCIES. A CHANGE IN THE VALUE OF ANY SUCH CURRENCY AGAINST THE U.S. DOLLAR
WILL RESULT IN A CORRESPONDING CHANGE IN THE U.S. DOLLAR VALUE OF THE FUND'S
ASSETS DENOMINATED IN THAT CURRENCY. THESE CURRENCY FLUCTUATIONS CAN RESULT IN
GAINS OR LOSSES FOR THE FUND. FOR EXAMPLE, IF A FOREIGN SECURITY INCREASES IN
VALUE MEASURED IN ITS CURRENCY, AN INCREASE IN VALUE OF THE U.S. DOLLAR,
RELATIVE TO THE CURRENCY IN WHICH THE FOREIGN SECURITY IS DENOMINATED CAN OFFSET
SOME OR ALL OF SUCH GAINS. THESE CURRENCY CHANGES WILL ALSO AFFECT THE FUND'S
YIELD, INCOME AND DISTRIBUTIONS TO SHAREHOLDERS. In addition, although the Fund
will receive income in such currencies, the Fund will be required to compute and
distribute its income in U.S. dollars. Therefore, if the exchange rate for any
such currency decreases after the Fund's income has been accrued and translated
into U.S. dollars, the Fund could be required to liquidate portfolio securities
to make such distributions. Similarly, if an exchange rate for any such currency
decreases between the time the Fund incurs expenses in U.S. dollars and the time
such expenses are paid, the amount of such currency required to be converted
into U.S. dollars in order to pay such expenses in U.S. dollars will be greater
than the equivalent amount of such currency at the time such expenses were
incurred. Under the Internal Revenue Code of 1986, as amended (the Internal
Revenue Code), changes in an exchange rate which occur between the time the Fund
accrues interest or other receivables or accrues expenses or other liabilities
denominated in a foreign currency and the time the Fund actually collects such
receivables or pays such liabilities will result in foreign exchange gains or
losses that increase or decrease distributable net investment income. Similarly,
dispositions of certain debt securities (by sale, at maturity or otherwise) at a
U.S. dollar amount that is higher or lower than the Fund's original U.S. dollar
cost may result in foreign exchange gains or losses, which will increase or
decrease distributable net investment income. Gains and losses on security and
currency transactions cannot be predicted. This fact coupled with the different
tax and accounting treatment of certain currency gains and losses increases the
likelihood of distributions in whole or in part constituting a return of capital
to shareholders.

The Fund's interest income from Foreign Government securities issued in local
markets may, in some cases, be subject to applicable withholding taxes imposed
by governments in such markets. The Fund may sell a foreign security it owns
prior to maturity in order to avoid foreign withholding taxes on dividend and
interest income and buy back the same security for a future settlement date.
Interest on Foreign Government securities is not generally subject to foreign
withholding taxes. See "Taxes, Dividends and Distributions" in the Statement of
Additional Information.

INVESTING IN THE FIXED-INCOME MARKETS OF EMERGING MARKET COUNTRIES INVOLVES
EXPOSURE TO ECONOMIES THAT ARE GENERALLY LESS DIVERSE AND MATURE, AND TO
POLITICAL SYSTEMS WHICH CAN BE EXPECTED TO HAVE LESS STABILITY THAN THOSE OF
DEVELOPED COUNTRIES. HISTORICAL EXPERIENCE INDICATES THAT THE MARKETS OF
DEVELOPING COUNTRIES HAVE BEEN MORE VOLATILE THAN THE MARKETS OF DEVELOPED
COUNTRIES. THE RISKS ASSOCIATED WITH INVESTMENTS IN FOREIGN SECURITIES,
DESCRIBED ABOVE, MAY BE GREATER WITH RESPECT TO INVESTMENTS IN DEVELOPING
COUNTRIES.

MEDIUM AND LOWER-RATED SECURITIES

The Fund may invest in medium grade securities (i.e., rated Baa by Moody's,
BBB by Standard & Poor's or another NRSRO) and up to 10% of its total assets in
lower-rated securities (i.e., rated lower than Baa by Moody's, lower than BBB by
Standard & Poor's or another NRSRO) or in either case, if unrated, deemed to be
of equivalent quality by the Fund's investment adviser. However, the Fund will
not purchase a security rated lower than B by Moody's or Standard & Poor's or
another NRSRO or if unrated, deemed to be of equivalent quality by the Fund's
investment adviser. Securities rated Baa by Moody's or BBB by Standard & Poor's,
although considered investment grade, possess speculative characteristics, and
changes in economic or other conditions are more likely to impair the ability of
issuers of these securities to make interest and principal payments than is the
case with respect to issuers of higher-grade bonds. See "Appendix A--Description
of Security Ratings" below.

Generally, lower-rated securities and unrated securities of comparable
quality, commonly referred to as junk bonds (i.e., securities rated lower than
Baa by Moody's or BBB by Standard & Poor's or another NRSRO), offer a higher
current yield than is offered by higher-rated securities, but also (i) will
likely have some quality and protective characteristics that, in the judgment of
the rating organizations, are outweighed by large uncertainties or major risk
exposures to

<PAGE>

adverse conditions and (ii) are predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligation. The market values of certain of these securities also
tend to be more sensitive to individual issuer developments and changes in
economic conditions than higher-quality bonds. In addition, medium and
lower-rated securities and comparable unrated securities generally present a
higher degree of credit risk. The risk of loss due to default by these issuers
is significantly greater because medium and lower-rated securities and unrated
securities of comparable quality generally are unsecured and frequently are
subordinated to the prior payment of senior indebtedness. The investment
adviser, under the supervision of the Manager and the Directors, in evaluating
the creditworthiness of an issuer whether rated or unrated, takes various
factors into consideration, which may include, as applicable, the issuer's
financial resources, its sensitivity to economic conditions and trends and
regulatory matters.

In addition, the market value of securities in lower-rated categories is more
volatile than that of higher-quality securities, and the markets in which medium
and lower-rated or unrated securities are traded are more limited than those in
which higher-rated securities are traded. The existence of limited markets may
make it more difficult for the Fund to obtain accurate market quotations for
purposes of valuing its portfolio and calculating its net asset value. Moreover,
the lack of a liquid trading market may restrict the availability of securities
for the Fund to purchase and may also have the effect of limiting the ability of
the Fund to sell securities at their fair value either to meet redemption
requests or to respond to changes in the economy or the financial markets.

Lower-rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption, the Fund may
have to replace the security with a lower-yielding security, resulting in a
decreased return for investors. Also, as the principal value of bonds moves
inversely with movements in interest rates, in the event of rising interest
rates the value of the securities held by the Fund may decline proportionately
more than a portfolio consisting of higher-rated securities. If the Fund
experiences unexpected net redemptions, it may be forced to sell its
higher-rated bonds, resulting in a decline in the overall credit quality of the
securities held by the Fund and increasing the exposure of the Fund to the risks
of lower-rated securities. Investments in zero coupon bonds may be more
speculative and subject to greater fluctuations in value due to changes in
interest rates than bonds that pay interest currently.

Subsequent to its purchase by a Fund, an issue of securities may cease to be
rated or its rating may be reduced below the minimum required for purchase by
the Fund. Neither event will require sale of these securities by the Fund, but
the investment adviser will consider this event in its determination of whether
the Fund should continue to hold the securities.

HEDGING AND RETURN ENHANCEMENT STRATEGIES

PARTICIPATION IN THE OPTIONS OR FUTURES MARKETS AND IN CURRENCY EXCHANGE
TRANSACTIONS INVOLVES INVESTMENT RISKS AND TRANSACTION COSTS TO WHICH THE FUND
WOULD NOT BE SUBJECT ABSENT THE USE OF THESE STRATEGIES. If the investment
adviser's prediction of movements in the direction of the securities, foreign
currency and interest rate markets are inaccurate, the adverse consequences to
the Fund may leave the Fund in a worse position than if such strategies were not
used. Risks inherent in the use of options, foreign currency and futures
contracts and options on futures contracts and foreign currencies include (1)
dependence on the investment adviser's ability to predict correctly movements in
the direction of interest rates, securities prices and currency markets; (2)
imperfect correlation between the price of options and futures contracts and
options thereon and movements in the prices of the securities or currencies
being hedged; (3) the fact that skills needed to use these strategies are
different from those needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular instrument at any time;
(5) the possible need to defer closing out certain hedged positions to avoid
adverse tax consequences; and (6) the possible inability of the Fund to purchase
or sell a portfolio security at a time that otherwise would be favorable for it
to do so, or the possible need for the Fund to sell a security at a
disadvantageous time, due to the need for the Fund to maintain "cover" or to
segregate securities in connection with hedging techniques. See "Taxes,
Dividends and Distributions" in the Statement of Additional Information.

<PAGE>

INVESTMENT RESTRICTIONS

The Fund is subject to certain investment restrictions which, like its
investment objective, constitute fundamental policies. Fundamental policies
cannot be changed without the approval of the holders of a majority of the
Fund's outstanding voting securities, as defined in the Investment Company Act.
See "Investment Restrictions" in the Statement of Additional Information.

HOW THE FUND IS MANAGED

THE FUND HAS A BOARD OF DIRECTORS WHICH, IN ADDITION TO OVERSEEING THE
ACTIONS OF THE FUND'S MANAGER, SUBADVISER AND DISTRIBUTOR, AS SET FORTH BELOW,
DECIDE UPON MATTERS OF GENERAL POLICY. THE FUND'S MANAGER CONDUCTS AND
SUPERVISES THE DAILY BUSINESS OPERATIONS OF THE FUND. THE FUND'S SUBADVISER
FURNISHES DAILY INVESTMENT ADVISORY SERVICES.

For the fiscal year ended December 31, 1994, the Fund's total expenses as a
percentage of average net assets was 1.11%. See "Financial Highlights." During
this period the Fund operated as a closed-end investment company.

MANAGER

PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. (PMF OR THE MANAGER), ONE SEAPORT
PLAZA, NEW YORK, NEW YORK 10292, IS THE MANAGER OF THE FUND AND IS COMPENSATED
FOR ITS SERVICES AT AN ANNUAL RATE OF .75 OF 1% OF THE FUND'S AVERAGE DAILY NET
ASSETS UP TO US$1 BILLION AND .70 OF 1% OF SUCH ASSETS IN EXCESS OF US$1
BILLION. It was incorporated in April 1987 under the laws of the State of
Delaware. For the fiscal year ended December 31, 1994, the Fund paid management
fees to PMF of .75% of the Fund's average net assets. See "Manager" in the
Statement of Additional Information.

As of December 31, 1995, PMF served as the manager of 36 open-end
investment companies, constituting all of the Prudential Mutual Funds, and as
manager or administrator to 24 closed-end investment companies. These companies
have aggregate assets of approximately $51 billion.

UNDER THE MANAGEMENT AGREEMENT WITH THE FUND, PMF MANAGES THE INVESTMENT
OPERATIONS OF THE FUND AND ALSO ADMINISTERS THE FUND'S CORPORATE AFFAIRS. SEE
"MANAGER" IN THE STATEMENT OF ADDITIONAL INFORMATION.

UNDER A SUBADVISORY AGREEMENT BETWEEN PMF AND THE PRUDENTIAL INVESTMENT
CORPORATION (PIC OR THE SUBADVISER), A WHOLLY-OWNED SUBSIDIARY OF THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA (PRUDENTIAL), PIC FURNISHES INVESTMENT ADVISORY
SERVICES IN CONNECTION WITH THE MANAGEMENT OF THE FUND AND IS REIMBURSED BY PMF
FOR ITS REASONABLE COSTS AND EXPENSES INCURRED IN PROVIDING SUCH SERVICES. PMF
continues to have responsibility for all investment advisory services pursuant
to the Management Agreement and supervises PIC's performance of such services.

The Fund is managed by J. Gabriel Irwin and Simon Wells, who head a Global
Fixed Income Group of PIC. As a team, they have responsibility for the
day-to-day management of the Fund's portfolio. Messrs. Irwin and Wells have been
employed by PIC and Prudential-Bache Securities (U.K.) Inc. since April 1995.
Messrs. Irwin and Wells were previously employed by Smith Barney Global Capital
Management Inc., where they worked together as Directors and senior members of
the Investment Policy Committee and managed approximately $1.5 billion in
institutional and mutual fund assets. Messrs. Irwin and Wells also serve as the
portfolio managers of Prudential Intermediate Global Income Fund, Inc. and The
Global Total Return Fund, Inc.

PMF and PIC are wholly-owned subsidiaries of Prudential, a major
diversified insurance and financial services company.

17
<PAGE>

DISTRIBUTOR

PRUDENTIAL SECURITIES INCORPORATED (PRUDENTIAL SECURITIES OR PSI), ONE
SEAPORT PLAZA, NEW YORK, NEW YORK 10292, IS A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF DELAWARE AND SERVES AS THE DISTRIBUTOR OF THE FUND'S
SHARES. IT IS AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF PRUDENTIAL.

UNDER SEPARATE DISTRIBUTION AND SERVICE PLANS THE CLASS A PLAN, THE CLASS B
PLAN AND THE CLASS C PLAN, (COLLECTIVELY, THE PLANS) ADOPTED BY THE FUND UNDER
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT AND A DISTRIBUTION AGREEMENT (THE
DISTRIBUTION AGREEMENT), PRUDENTIAL SECURITIES (THE DISTRIBUTOR) INCURS THE
EXPENSES OF DISTRIBUTING THE FUND'S CLASS A, CLASS B AND CLASS C SHARES. These
expenses include commissions and account servicing fees paid to, or on account
of, financial advisers of Prudential Securities and representatives of Pruco
Securities Corporation (Prusec), an affiliated broker-dealer, commissions and
account servicing fees paid to, or on account of, other broker-dealers or
financial institutions (other than national banks) which have entered into
agreements with the Distributor, advertising expenses, the cost of printing and
mailing prospectuses to potential investors and indirect and overhead costs of
Prudential Securities and Prusec associated with the sale of Fund shares,
including lease, utility, communications and sales promotion expenses. The State
of Texas requires that shares of the Fund may be sold in that state only by
dealers or other financial institutions which are registered there as
broker-dealers.

Under the Plans, the Fund is obligated to pay distribution and/or service
fees to the Distributor as compensation for its distribution and service
activities, not as reimbursement for specific expenses incurred. If the
Distributor's expenses exceed its distribution and service fees, the Fund will
not be obligated to pay any additional expenses. If the Distributor's expenses
are less than such distribution and service fees, it will retain its full fees
and realize a profit.

UNDER THE CLASS A PLAN, THE FUND MAY PAY PRUDENTIAL SECURITIES FOR ITS
DISTRIBUTION-RELATED ACTIVITIES WITH RESPECT TO CLASS A SHARES AT AN ANNUAL RATE
OF UP TO .30 OF 1% OF THE AVERAGE DAILY NET ASSET VALUE OF THE CLASS A SHARES.
The Class A Plan provides that (i) up to .25 of 1% of the average daily net
assets of the Class A shares may be used to pay for personal service and/or the
maintenance of shareholder accounts (service fee) and (ii) total distribution
fees (including the service fee of up to .25 of 1%) may not exceed .30 of 1% of
the average daily net assets of the Class A shares. Prudential Securities has
agreed to limit its distribution related fees payable under the Class A Plan to
.15 of 1% of the average daily net assets of the Class A shares for the fiscal
year ending December 31, 1996.

UNDER THE CLASS B AND CLASS C PLANS, THE FUND MAY PAY PRUDENTIAL SECURITIES
FOR ITS DISTRIBUTION-RELATED ACTIVITIES WITH RESPECT TO CLASS B AND CLASS C
SHARES AT AN ANNUAL RATE OF UP TO 1% OF THE AVERAGE DAILY NET ASSETS OF THE
CLASS B AND CLASS C SHARES, RESPECTIVELY. The Class B and Class C Plans provide
for the payment to Prudential Securities of (i) an asset-based sales charge of
up to .75 of 1% of the average daily net assets of the Class B and Class C
shares, and (ii) a service fee of up to .25 of 1% of the average daily net
assets of the Class B and Class C shares; provided that the total
distribution-related fee does not exceed .75 of 1%. The service fee is used to
pay for personal service and/or the maintenance of shareholder accounts.
Prudential Securities has agreed to limit its distribution-related fees payable
under the Class B and Class C Plans to .75 of 1% of the average daily net assets
of the Class C shares for the fiscal year ending December 31, 1996. Prudential
Securities also receives contingent deferred sales charges from certain
redeeming shareholders. See "Shareholder Guide--How to Sell Your
Shares--Contingent Deferred Sales Charges."

The Fund records all payments made under the Plans as expenses in the
calculation of net investment income. See "Distributor" in the Statement of
Additional Information.

Distribution expenses attributable to the sale of shares of the Fund will
be allocated to each class based upon the ratio of sales of each class to the
sales of all shares of the Fund other than expenses allocable to a particular
class. The distribution fee and initial sales charge of one class will not be
used to subsidize the sale of another class.

Each Plan provides that it shall continue in effect from year to year
provided that a majority of the Board of Directors of the Fund, including a
majority of the Directors who are not "interested persons" of the Fund (as
defined in the

<PAGE>

Investment Company Act) and who have no direct or indirect financial
interest in the operation of the Plan or any agreement related to the Plan (the
Rule 12b-1 Directors), vote annually to continue the Plan. Each Plan may be
terminated at any time by vote of a majority of the Rule 12b-1 Directors or of a
majority of the outstanding shares of the applicable class of the Fund. The Fund
will not be obligated to pay expenses incurred under any plan if it is
terminated or not continued.

In addition to distribution and service fees paid by the Fund under the
Class A, Class B and Class C Plans, the Manager (or one of its affiliates) may
make payments out of its own resources to dealers and other persons which
distribute shares of the Fund. Such payments may be calculated by reference to
the net asset value of shares sold by such persons or otherwise.

The Distributor is subject to the rules of the National Association of
Securities Dealers, Inc. (the NASD) governing maximum sales charges. See
"Distributor" in the Statement of Additional Information.

On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators (with the exception of the Texas Securities
Commissioner who joined the settlement on January 18, 1994) and the NASD to
resolve allegations that from 1980 through 1990 PSI sold certain limited
partnership interests in violation of securities laws to persons for whom such
securities were not suitable and misrepresented the safety, potential returns
and liquidity of these investments. Without admitting or denying the allegations
asserted against it, PSI consented to the entry of an SEC Administrative Order
which stated that PSI's conduct violated the federal securities laws, directed
PSI to cease and desist from violating the federal securities laws, pay civil
penalties, and adopt certain remedial measures to address the violations.

Pursuant to the terms of the SEC settlement, PSI agreed to the imposition
of a $10,000,000 civil penalty, established a settlement fund in the amount of
$330,000,000 and procedures to resolve legitimate claims for compensatory
damages by purchasers of the partnership interests. PSI has agreed to provide
additional funds, if necessary, for the purpose of the settlement fund. PSI's
settlement with the state securities regulators included an agreement to pay a
penalty of $500,000 per jurisdiction. PSI consented to a censure and to the
payment of a $5,000,000 fine in settling the NASD action.

In October 1994, a criminal complaint was filed with the United States
Magistrate for the Southern District of New York alleging that PSI committed
fraud in connection with the sale of certain limited partnership interests in
violation of federal securities laws. An agreement was simultaneously filed to
defer prosecution of these charges for a period of three years from the signing
of the agreement, provided that PSI complies with the terms of the agreement.
If, upon completion of the three year period, PSI has complied with the terms of
the agreement, no prosecution will be instituted by the United States for the
offenses charged in the complaint. If on the other hand, during the course of
the three year period, PSI violates the terms of the agreement, the U.S.
Attorney can then elect to pursue these charges. Under the terms of the
agreement, PSI agreed, among other things, to pay an additional $330,000,000
into the fund established by the SEC to pay restitution to investors who
purchased certain PSI limited partnership interests.

For more detailed information concerning the foregoing matters, see
"Distributor" in the Statement of Additional Information, a copy of which may be
obtained at no cost by calling 1-800-225-1852.

The Fund is not affected by PSI's financial condition and is an entirely
separate legal entity from PSI, which has no beneficial ownership therein and
the Fund's assets which are held by State Street Bank and Trust Company, an
independent custodian, are separate and distinct from PSI.

PORTFOLIO TRANSACTIONS

Prudential Securities may act as a broker and/or futures commission merchant
for the Fund provided that the commissions, fees or other remuneration it
receives are fair and reasonable. See "Portfolio Transactions and Brokerage" in
the Statement of Additional Information.

<PAGE>

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Fund's portfolio securities and
cash and, in that capacity, maintains certain financial and accounting books and
records pursuant to an agreement with the Fund. Its mailing address is P.O. Box
1713, Boston, Massachusetts 02105.

Prudential Mutual Fund Services, Inc., (PMFS) Raritan Plaza One, Edison, New
Jersey 08837, serves as Transfer Agent and Dividend Disbursing Agent and in
those capacities maintains certain books and records for the Fund. PMFS is a
wholly-owned subsidiary of PMF. Its mailing address is P.O. Box 15005, New
Brunswick, New Jersey 08906-5005.

HOW THE FUND VALUES ITS SHARES

THE FUND'S NET ASSET VALUE PER SHARE OR NAV IS DETERMINED BY SUBTRACTING ITS
LIABILITIES FROM THE VALUE OF ITS ASSETS AND DIVIDING THE REMAINDER BY THE
NUMBER OF OUTSTANDING SHARES. NAV IS CALCULATED SEPARATELY FOR EACH CLASS. THE
BOARD OF DIRECTORS HAS FIXED THE SPECIFIC TIME OF DAY FOR THE COMPUTATION OF THE
FUND'S NAV TO BE AS OF 4:15 P.M., NEW YORK TIME.

Portfolio securities are valued based on market quotations or, if not readily
available, at fair value as determined in good faith under procedures
established by the Fund's Board of Directors. See "Net Asset Value" in the
Statement of Additional Information.

The Fund will compute its NAV once daily on days that the New York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem shares have been received by the Fund or days on which changes in the
value of the Fund's portfolio securities do not materially affect the NAV. The
New York Stock Exchange is closed on the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

Although the legal rights of each class of shares are substantially
identical, the different expenses borne by each class will result in different
NAVs and dividends. The NAV of Class B and Class C shares will generally be
lower than the NAV of Class A shares as a result of the larger
distribution-related fee to which Class B and Class C shares are subject. It is
expected, however, that the NAV of the three classes will tend to converge
immediately after the recording of dividends, which will differ by approximately
the amount of the distribution-related expense accrual differential among the
classes.

HOW THE FUND CALCULATES PERFORMANCE

FROM TIME TO TIME THE FUND MAY ADVERTISE ITS "YIELD" AND "TOTAL RETURN"
(INCLUDING "AVERAGE ANNUAL" TOTAL RETURN AND "AGGREGATE" TOTAL RETURN) IN
ADVERTISEMENTS OR SALES LITERATURE. YIELD AND TOTAL RETURN ARE CALCULATED
SEPARATELY FOR CLASS A, CLASS B AND CLASS C SHARES. These figures are based on
historical earnings and are not intended to indicate future performance. The
"yield" refers to the income generated by an investment in the Fund over a
one-month or 30-day period. This income is then "annualized" that is, the amount
of income generated by the investment during that 30-day period is assumed to be
generated each 30-day period for twelve periods and is shown as a percentage of
the investment. The income earned on the investment is also assumed to be
reinvested at the end of the sixth 30-day period. The "total return" shows how
much an investment in the Fund would have increased (decreased) over a specified
period

<PAGE>

of time (i.e., one, five or ten years or since inception of the Fund)
assuming that all distributions and dividends by the Fund were reinvested on the
reinvestment dates during the period and less all recurring fees. The
"aggregate" total return reflects actual performance over a stated period of
time. "Average annual" total return is a hypothetical rate of return that, if
achieved annually, would have produced the same aggregate total return if
performance had been constant over the entire period. "Average annual" total
return smooths out variations in performance and takes into account any
applicable initial or contingent deferred sales charges. Neither "average
annual" total return nor "aggregate" total return takes into account any federal
or state income taxes which may be payable upon redemption. The Fund also may
include comparative performance information in advertising or marketing the
Fund's shares. Such performance information may include data from Lipper
Analytical Services, Inc., Morningstar Publications, Inc., other industry
publications, business periodicals and market indices. See "Performance
Information" in the Statement of Additional Information. The Fund will include
performance data for each class of shares of the Fund in any advertisement or
information including performance data for the Fund. Further performance
information is contained in the Fund's annual and semi-annual reports to
shareholders, which may be obtained without charge. See "Shareholder
Guide--Shareholder Services--Reports to Shareholders."

TAXES, DIVIDENDS AND DISTRIBUTIONS

TAXATION OF THE FUND

THE FUND HAS ELECTED TO QUALIFY AND INTENDS TO REMAIN QUALIFIED AS A
REGULATED INVESTMENT COMPANY UNDER THE INTERNAL REVENUE CODE. ACCORDINGLY, THE
FUND WILL NOT BE SUBJECT TO FEDERAL INCOME TAXES ON ITS NET INVESTMENT INCOME
AND CAPITAL GAINS, IF ANY, THAT IT DISTRIBUTES TO ITS SHAREHOLDERS.

Gains or losses on disposition of debt securities denominated in a foreign
currency attributable to fluctuations in the value of foreign currency between
the date of acquisition of the security and the date of disposition also are
treated as ordinary gain or loss. These gains or losses increase or decrease the
amount of the Fund's investment company taxable income available to be
distributed to shareholders as ordinary income, rather than increasing or
decreasing the amount of the Fund's net capital gain. If currency losses exceed
other investment company taxable income during a taxable year, distributions
made by the Fund during the year would be a return of capital to you, reducing
your basis in your Fund shares. See "Dividends and Distribution," below.

The Fund may incur foreign income taxes in connection with some of its
foreign investments. Certain of these taxes may be credited to shareholders. The
Fund may be permitted to "pass through" to shareholders the right to take
credits against federal income taxes or deductions in respect of foreign taxes
paid by the Fund. See "Taxes, Dividends and Distributions" in the Statement of
Additional Information.

In addition, under the Internal Revenue Code, special rules apply to the
treatment of certain options and futures contracts (Section 1256 contracts). At
the end of each fiscal year and at October 31 of such fiscal year, such
investments held by the Fund will be required to be "marked to market" for
federal income tax purposes; that is, treated as having been sold at market
value. Sixty percent of any gain or loss recognized on these "deemed sales" and
on actual dispositions may be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss. See "Taxes,
Dividends and Distributions" in the Statement of Additional Information.

TAXATION OF SHAREHOLDERS. Any dividends out of net taxable investment income,
together with distributions of short-term gains (i.e., the excess of net
short-term capital gains over net long-term capital losses) distributed to
shareholders, will be taxable as ordinary income to the shareholder whether or
not reinvested. CERTAIN GAINS OR LOSSES

<PAGE>

FROM FLUCTUATIONS IN EXCHANGE RATES (SECTION 988 GAINS OR LOSSES) WILL
AFFECT THE AMOUNT OF ORDINARY INCOME THE FUND WILL BE ABLE TO PAY AS DIVIDENDS.
SEE "TAXES, DIVIDENDS AND DISTRIBUTIONS" IN THE STATEMENT OF ADDITIONAL
INFORMATION. Any net capital gains (i.e., the excess of net long-term capital
gains over net short-term capital losses) distributed to shareholders will be
taxable as long-term capital gains to the shareholders, whether or not
reinvested and regardless of the length of time a shareholder has owned his or
her shares.

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 Class
B or Class C shares for Class A shares constitutes a taxable event for federal
income tax purposes. However, such opinions are not binding on the Internal
Revenue Service.

WITHHOLDING TAXES. Under U.S. Treasury Regulations, the Fund is required to
withhold and remit to the U.S. Treasury 31% of taxable dividends, capital gain
income and redemption proceeds on the accounts of those shareholders who fail to
furnish their tax identification numbers on IRS Form W-9 (or IRS Form W-8 in the
case of certain foreign shareholders) with the required certifications regarding
the shareholder's status under the federal income tax law. However, dividends of
net investment income and short-term capital gains to a foreign shareholder will
generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty
rate).

Dividends and Distributions

The Fund expects to declare dividends of net investment income at least
quarterly and make distributions at least annually of any net capital and
currency gains. The per share dividends on Class B and Class C shares will be
lower than the per share dividends on Class A shares as a result of the higher
distribution fee applicable with respect to Class B and Class C shares.
Distributions of capital gains will be in the same amount for each class of
shares. See "How the Fund Values Its Shares."

DIVIDENDS AND DISTRIBUTIONS WILL BE PAID IN ADDITIONAL FUND SHARES, BASED ON
THE NAV OF EACH CLASS ON THE PAYMENT DATE AND RECORD DATE, OR SUCH OTHER DATE AS
THE BOARD OF DIRECTORS MAY DETERMINE, UNLESS THE SHAREHOLDER ELECTS IN WRITING
NOT LESS THAN FIVE BUSINESS DAYS PRIOR TO THE PAYMENT DATE TO RECEIVE SUCH
DIVIDENDS AND DISTRIBUTIONS IN CASH. Such election should be submitted to
Prudential Mutual Fund Services, Inc., Attention: Account Maintenance, P.O. Box
15015, New Brunswick, New Jersey 08906-5015. The Fund will notify each
shareholder after the close of the Fund's taxable year of both the dollar amount
and the taxable status of that year's dividends and distributions on a per share
basis. If you hold shares through Prudential Securities, you should contact your
financial adviser to elect to receive dividends and distributions in cash. To
the extent that, in a given year, distributions to shareholders exceed
recognized net investment income and recognized short-term and long-term capital
gains for the year, shareholders will receive a return of capital in respect of
such year and, in an annual statement, will be notified of the amount of any
return of capital for such year.

As of December 31, 1994, the Fund had a capital loss carryforward for federal
income tax purposes of approximately $19,895,830 which will expire in 2002. The
Fund has also elected to treat approximately $2,362,300 of net capital losses
and approximately $6,843,600 of net currency losses incurred in the two month
period ended December 31, 1994 as having been incurred in the following fiscal
year. Accordingly, no capital gains distribution is expected to be paid to
shareholders until net gains have been realized in excess of such carryforward
amount.

WHEN THE FUND GOES "EX-DIVIDEND," ITS NAV IS REDUCED BY THE AMOUNT OF THE
DIVIDEND OR DISTRIBUTION. IF YOU BUY SHARES JUST PRIOR TO THE EX-DIVIDEND DATE
(WHICH GENERALLY OCCURS TWO BUSINESS DAYS PRIOR TO THE RECORD DATE) FOR A
CAPITAL GAIN DISTRIBUTION, THE PRICE YOU PAY WILL INCLUDE THE DISTRIBUTION. SUCH
DISTRIBUTIONS, ALTHOUGH IN EFFECT A RETURN OF INVESTED PRINCIPAL, ARE SUBJECT TO
FEDERAL INCOME TAXES. ACCORDINGLY, PRIOR TO PURCHASING SHARES OF THE FUND, AN
INVESTOR SHOULD CAREFULLY CONSIDER THE IMPACT OF CAPITAL GAINS DISTRIBUTIONS
WHICH ARE EXPECTED TO BE OR HAVE BEEN ANNOUNCED.

<PAGE>

Shareholders are advised to consult their own tax advisers regarding specific
questions as to federal, state or local taxes. See "Taxes, Dividends and
Distributions" in the Statement of Additional Information.

GENERAL INFORMATION

DESCRIPTION OF COMMON STOCK

THE FUND WAS INCORPORATED IN MARYLAND ON APRIL 20, 1987 UNDER THE NAME "THE
GLOBAL GOVERNMENT PLUS FUND, INC." AS A CLOSED-END, NON-DIVERSIFIED, MANAGEMENT
INVESTMENT COMPANY. THE FUND OPERATED AS A CLOSED-END FUND PRIOR TO JANUARY 15,
1996. ON DECEMBER 6, 1995, SHAREHOLDERS APPROVED OPEN-ENDING THE FUND AND THE
FUND HAS OPERATED AS AN OPEN-END FUND SINCE JANUARY 15, 1996. THE FUND IS
AUTHORIZED TO ISSUE 2 BILLION SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE,
DIVIDED INTO THREE CLASSES, DESIGNATED CLASS A, CLASS B AND CLASS C COMMON
STOCK, CONSISTING OF 1 BILLION CLASS A SHARES, 500 MILLION CLASS B SHARES AND
500 MILLION CLASS C SHARES. Each class of common stock represents an interest in
the same assets of the Fund and is identical in all respects except that (i)
each class bears different distribution expenses, (ii) each class has exclusive
voting rights with respect to its distribution and service plan (except that the
Fund has agreed with the SEC in connection with the offering of a conversion
feature on Class B shares to submit any amendment of the Class A Plan to both
Class A and Class B shareholders), (iii) each class has a different exchange
privilege and (iv) only Class B shares have a conversion feature. See "How the
Fund is Managed--Distributor." The Fund has received an order from the SEC
permitting the issuance and sale of multiple classes of common stock. Currently,
the Fund is offering three classes designated as Class A, Class B and Class C
shares. In accordance with the Fund's Articles of Incorporation, the Board of
Directors may authorize the creation of additional series of common stock and
classes within such series, with such preferences, privileges, limitations and
voting and dividend rights as the Board of Directors may determine.

The Board of Directors may increase or decrease the number of authorized
shares without the approval of shareholders. Shares of the Fund, when issued,
are fully paid, nonassessable, fully transferable and redeemable at the option
of the holder. Shares are also redeemable at the option of the Fund under
certain circumstances as described under "Shareholder Guide--How to Sell Your
Shares." Each share of each class of common stock is equal as to earnings,
assets and voting privileges, except as noted above, and each class bears the
expenses related to the distribution of its shares. Except for the conversion
feature applicable to the Class B shares, there are no conversion, preemptive or
other subscription rights. In the event of liquidation, each share of the Fund
is entitled to its portion of all of the Fund's assets after all debt and
expenses of the Fund have been paid. 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. The Fund's shares do not have cumulative voting rights for the
election of Directors.

THE FUND DOES NOT INTEND TO HOLD ANNUAL MEETINGS OF SHAREHOLDERS UNLESS
OTHERWISE REQUIRED BY LAW. THE FUND WILL NOT BE REQUIRED TO HOLD MEETINGS OF
SHAREHOLDERS UNLESS FOR EXAMPLE THE ELECTION OF DIRECTORS IS REQUIRED TO BE
ACTED ON BY SHAREHOLDERS UNDER THE INVESTMENT COMPANY ACT. SHAREHOLDERS HAVE
CERTAIN RIGHTS, INCLUDING THE RIGHT TO CALL A MEETING UPON A VOTE OF 10% OF THE
FUND'S OUTSTANDING SHARES FOR THE PURPOSE OF VOTING ON THE REMOVAL OF ONE OR
MORE DIRECTORS OF THE FUND OR TO TRANSACT ANY OTHER BUSINESS.

ADDITIONAL INFORMATION

This Prospectus, including the Statement of Additional Information which has
been incorporated by reference herein, does not contain all the information set
forth in the Registration Statement filed by the Fund with the SEC under the

<PAGE>

Securities Act of 1933. Copies of the Registration Statement may be obtained at
a reasonable charge from the SEC or may be examined, without charge, at the
office of the SEC in Washington, D.C.

SHAREHOLDER GUIDE

HOW TO BUY SHARES OF THE FUND

YOU MAY PURCHASE SHARES OF THE FUND THROUGH PRUDENTIAL SECURITIES, PRUSEC OR
DIRECTLY FROM THE FUND, THROUGH ITS TRANSFER AGENT, PRUDENTIAL MUTUAL FUND
SERVICES, INC. (PMFS OR THE TRANSFER AGENT), ATTENTION: INVESTMENT SERVICES,
P.O. BOX 15020, NEW BRUNSWICK, NEW JERSEY 08906-5020. IN ADDITION, CLASS A
SHARES MAY BE PURCHASED THROUGH A DEALER WHICH HAS ENTERED INTO A SELECTED
DEALER AGREEMENT WITH THE FUND'S DISTRIBUTOR. The minimum initial investment for
Class A and Class B shares is $1,000 per class and $5,000 for Class C shares.
The minimum subsequent investment is $100 for all classes. All minimum
investment requirements are waived for certain retirement and employee savings
plans or custodial accounts for the benefit of minors. For purchases made
through the Automatic Savings Accumulation Plan, the minimum initial and
subsequent investment is $50. The minimum initial investment requirement is
waived for purchases of Class A shares effected through an exchange of Class B
shares of The BlackRock Government Income Trust. See "Shareholder Services"
below.

THE PURCHASE PRICE IS THE NAV NEXT DETERMINED FOLLOWING RECEIPT OF AN ORDER
BY THE TRANSFER AGENT OR PRUDENTIAL SECURITIES PLUS A SALES CHARGE WHICH, AT
YOUR OPTION, 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). SEE "ALTERNATIVE
PURCHASE PLAN" AND "HOW THE FUND VALUES ITS SHARES."

Application forms can be obtained from PMFS, Prudential Securities, Prusec or
a selected dealer (Class A only). If a stock certificate is desired, it must be
requested in writing for each transaction. Certificates are issued only for full
shares. Shareholders who hold their shares through Prudential Securities will
not receive share certificates.

The Fund reserves the right to reject any purchase order (including an
exchange into the Fund) or to suspend or modify the continuous offering of its
shares. See "How to Sell Your Shares."

Your dealer is responsible for forwarding payment promptly to the Fund. The
Distributor reserves the right to cancel any purchase order for which payment
has not been received by the fifth business day following the investment.

Transactions in Fund shares may be subject to postage and handling charges
imposed by your dealer.

PURCHASE BY WIRE. For an initial purchase of shares of the Fund by wire, you
must first telephone PMFS at (800) 225-1852 (toll-free) to receive an account
number. The following information will be requested: your name, address, tax
identification number, dividend distribution election, amount being wired and
wiring bank. Instructions should then be given by you to your bank to transfer
funds by wire to State Street Bank and Trust Company, Boston, Massachusetts,
Custody and Shareholder Services Division, Attention: The Global Government Plus
Fund, Inc., specifying on the wire the account number assigned by PMFS and your
name and identifying the sales charge alternative (Class A, Class B or Class C
shares).

If you arrange for receipt by State Street Bank and Trust Company of Federal
Funds prior to 4:15 P.M., New York time, on a business day, you may purchase
shares of the Fund as of that day.

In making a subsequent purchase order by wire, you should wire State Street
Bank and Trust Company directly and should be sure that the wire specifies The
Global Government Plus Fund, Inc., Class A, Class B or Class C shares and

<PAGE>

your name and individual account number. It is not necessary to call PMFS
to make subsequent purchase orders utilizing Federal Funds. The minimum amount
which may be invested by wire is $1,000.

ALTERNATIVE PURCHASE PLAN

THE FUND OFFERS THREE CLASSES OF SHARES (CLASS A, CLASS B AND CLASS C SHARES)
WHICH ALLOWS YOU TO CHOOSE THE MOST BENEFICIAL SALES CHARGE STRUCTURE FOR YOUR
INDIVIDUAL CIRCUMSTANCES GIVEN THE AMOUNT OF THE PURCHASE, THE LENGTH OF TIME
YOU EXPECT TO HOLD THE SHARES AND OTHER RELEVANT CIRCUMSTANCES (ALTERNATIVE
PURCHASE PLAN).
<TABLE>
<CAPTION>

ANNUAL 12B-1 FEES
(AS A % OF AVERAGE DAILY
Sales Charge NET ASSETS) Other Information
------------ ------------------------ -----------------
<S> <C> <C> <C>

CLASS A Maximum initial sales charge of 4% .30 of 1% (currently Initial sales charge waived or reduced
of the public offering price being charged at a rate for certain purchases
of .15 of 1%)

CLASS B Maximum contingent deferred sales 1% (currently being Shares convert to Class A shares
charge or CDSC of 5% of the lesser charged at a rate of approximately seven years after
of the amount invested or the .75 of 1%) purchase
redemption proceeds; declines to
zero after six years

CLASS C Maximum CDSC of 1% of the lesser 1% (currently being Shares do not convert to another class
of the amount invested or the charged at a rate of
redemption proceeds on .75 of 1%)
redemptions made within one
year of purchase
</TABLE>

The three classes of shares represent an interest in the same portfolio of
investments of the Fund and have the same rights, except that (i) each class
bears the separate expenses of its Rule 12b-1 distribution and service plan,
(ii) each class has exclusive voting rights with respect to its plan (except as
noted under the heading "General Information--Description of Common Stock"), and
(iii) only Class B shares have a conversion feature. The three classes also have
separate exchange privileges. See "How to Exchange Your Shares" below. The
income attributable to each class and the dividends payable on the shares of
each class will be reduced by the amount of the distribution fee of each class.
Class B and Class C shares bear the expenses of a higher distribution fee which
will generally cause them to have higher expense ratios and to pay lower
dividends than the Class A shares.

Financial advisers and other sales agents who sell shares of the Fund will
receive different compensation for selling Class A, Class B and Class C shares
and will generally receive more compensation initially for selling Class A and
Class B shares than for selling Class C shares.

IN SELECTING A PURCHASE ALTERNATIVE, YOU SHOULD CONSIDER, AMONG OTHER THINGS,
(1) the length of time you expect to hold your investment, (2) the amount of any
applicable sales charge (whether imposed at the time of purchase or redemption)
and distribution-related fees, as noted above, (3) whether you qualify for any
reduction or waiver of any applicable sales charge, (4) the various exchange
privileges among the different classes of shares (see "How to Exchange Your
Shares" below) and (5) the fact that Class B shares automatically convert to
Class A shares approximately seven years after purchase (see "Conversion
Feature--Class B shares" below).

The following is provided to assist you in determining which method of
purchase best suits your individual circumstances and is based on current fees
and expenses being charged to the Fund:

If you intend to hold your investment in the Fund for less than 7 years and
do not qualify for a reduced sales charge on Class A shares, since Class A
shares are subject to a maximum initial sales charge of 4% and Class B shares
are subject

<PAGE>

to a CDSC of 5% which declines to zero over a 6 year period, you should
consider purchasing Class C shares over either Class A or Class B shares.

If you intend to hold your investment for more than 6 years, you should
consider purchasing Class A shares over either Class B or Class C shares
regardless of whether or not you qualify for a reduced sales charge on Class A
shares.

If you qualify for a reduced sales charge on Class A shares, it may be more
advantageous for you to purchase Class A shares over either Class B or Class C
shares regardless of how long you intend to hold your investment. However,
unlike Class B and Class C shares, you would not have all of your money invested
initially because the sales charge on Class A shares is deducted at the time of
purchase.

If you do not qualify for a reduced sales charge on Class A shares and you
purchase Class B or Class C shares, you would have to hold your investment for
more than 6 years in the case of Class B shares and Class C shares for the
higher cumulative annual distribution-related fee on those shares to exceed the
initial sales charge plus cumulative annual distribution-related fees on Class A
shares. This does not take into account the time value of money, which further
reduces the impact of the higher Class B or class C distribution-related fee on
the investment, fluctuations in net asset value, the effect of the return on the
investment over the period of time or redemptions during which the CDSC is
applicable.

ALL PURCHASES OF $1 MILLION OR MORE, EITHER AS PART OF A SINGLE INVESTMENT OR
UNDER RIGHTS OF ACCUMULATION OR LETTERS OF INTENT, MUST BE FOR CLASS A SHARES.
SEE "REDUCTION AND WAIVER OF INITIAL SALES CHARGES" BELOW.

Class A Shares

The offering price is the NAV per share next determined following receipt of
an order by the Transfer Agent or Prudential Securities plus a sales charge
(expressed as a percentage of the offering price and of the amount invested) as
shown in the following table:
<TABLE>
<CAPTION>

SALES CHARGE AS SALES CHARGE AS DEALER CONCESSION AS
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ------------------ --------------- --------------- ---------------------
<S> <C> <C> <C>

Less than $50,000 ............................ 4.00% 4.17% 3.75%
$50,000 to $99,999 ........................... 3.50% 3.63% 3.25%
$100,000 to $249,999 ......................... 2.75% 2.83% 2.50%
$250,000 to $499,999 ......................... 2.00% 2.04% 1.90%
$500,000 to $999,999 ......................... 1.50% 1.52% 1.40%
$1,000,000 and above ......................... None None None
</TABLE>

Selling dealers may be deemed to be underwriters, as that term is defined
under the Federal securities laws.

REDUCTION AND WAIVER OF INITIAL SALES CHARGES. Reduced sales charges are
available through Rights of Accumulation and Letters of Intent. Shares of the
Fund and shares of other Prudential Mutual Funds (excluding money market funds
other than those acquired pursuant to the exchange privilege) may be aggregated
to determine the applicable reduction. See "Purchase and Redemption of Fund
Shares--Reduction and Waiver of Initial Sales Charges--Class A Shares" in the
Statement of Additional Information.

BENEFIT PLANS. Class A shares may be purchased at NAV, without payment of an
initial sales charge, by pension, profit-sharing or other employee benefit plans
qualified under Section 401 of the Internal Revenue Code and deferred
compensation and annuity plans under Sections 457 and 403(b)(7) of the Internal
Revenue Code (Benefit Plans), provided that the plan has existing assets of at
least $1 million invested in shares of Prudential Mutual Funds (excluding money
market funds other than those acquired pursuant to the exchange privilege) or
1,000 eligible employees or

<PAGE>

participants. In the case of Benefit Plans whose accounts are held directly
with the Transfer Agent or Prudential Securities and for which the Transfer
Agent or Prudential Securities does individual account record keeping (Direct
Account Benefit Plans) and Benefit Plans sponsored by PSI or its subsidiaries
(PSI or Subsidiary Prototype Benefit Plans), Class A shares may be purchased at
NAV by participants who are repaying loans made from such plans to the
participant.

PRUARRAY PLANS. Class A shares may be purchased at NAV by certain retirement
and deferred compensation plans, qualified or non-qualified under the Internal
Revenue Code of 1986, as amended, (the Code), including pension, profit-sharing,
stock-bonus or other employee benefit plans under Section 401 of the Code and
deferred compensation and annuity plans under Sections 457 and 403(b)(7) of the
Code that participate in the Transfer Agent's PruArray Program (a benefit plan
record keeping service) (hereafter referred to as a PruArray Plan); provided (i)
that the plan has at least $1 million in existing assets or 1,000 eligible
employees or participants and (ii) that Prudential Mutual Funds constitute at
least one-half of the plan's investment options. The term "existing assets" for
this purpose includes stock issued by a PruArray Plan sponsor and shares of
non-money market Prudential Mutual Funds and shares of certain unaffiliated
non-money market mutual funds that participate in the PruArray Program
(Participating Funds). "Existing assets" also include shares of money market
funds acquired by exchange from a Participating Fund.

SPECIAL RULES APPLICABLE TO RETIREMENT PLANS. After a Benefit Plan or a
PruArray Plan qualifies to purchase Class A shares at NAV, all subsequent
purchases will be made at NAV.

OTHER WAIVERS. In addition, Class A shares may be purchased at NAV, through
Prudential Securities or the Transfer Agent, by the following persons: (a)
officers and current and former Directors/Trustees of the Prudential Mutual
Funds (including the Fund), (b) employees of Prudential Securities and PMF and
their subsidiaries and members of the families of such persons who maintain an
"employee related" account at Prudential Securities or the Transfer Agent, (c)
employees and special agents of Prudential and its subsidiaries and all persons
who have retired directly from active service with Prudential or one of its
subsidiaries, (d) registered representatives and employees of dealers who have
entered into a selected dealer agreement with Prudential Securities provided
that purchases at NAV are permitted by such person's employer and (e) investors
who have a business relationship with a financial adviser who joined Prudential
Securities from another investment firm, provided that (i) the purchase is made
within 180 days of the commencement of the financial adviser's employment at
Prudential Securities, or within one year in the case of Benefit Plans, (ii) the
purchase is made with proceeds of a redemption of shares of any open-end fund
sponsored by the financial adviser's previous employer (other than a money
market fund or other no-load fund which imposes a distribution or service fee of
.25 of 1% or less) and (iii) the financial adviser served as the client's broker
on the previous purchases.

You must notify the Transfer Agent either directly or through Prudential
Securities or Prusec that you are entitled to the reduction or waiver of the
sales charge. The reduction or waiver will be granted subject to confirmation of
your entitlement. No initial sales charges are imposed upon Class A shares
acquired upon the reinvestment of dividends and distributions. See "Purchase and
Redemption of Fund Shares--Reduction and Waiver of Initial Sales Charges--Class
A Shares" in the Statement of Additional Information.

CLASS B AND CLASS C SHARES

The offering price of Class B and Class C shares for investors choosing one
of the deferred sales alternatives is the NAV next determined following receipt
of an order by the Transfer Agent or Prudential Securities. Although there is no
sales charge imposed at the time of purchase, redemptions of Class B and Class C
shares may be subject to a CDSC. See "How to Sell Your Shares--Contingent
Deferred Sales Charges."

HOW TO SELL YOUR SHARES

YOU CAN REDEEM YOUR SHARES AT ANY TIME FOR CASH AT THE NAV NEXT DETERMINED
AFTER THE REDEMPTION REQUEST IS RECEIVED IN PROPER FORM BY THE TRANSFER AGENT OR
PRUDENTIAL SECURITIES. See "How the Fund Values Its Shares." In

<PAGE>

certain cases, however, redemption proceeds will be reduced by the amount
of any applicable contingent deferred sales charge, as described below. See
"Contingent Deferred Sales Charges" below.

A 2% REDEMPTION FEE WILL BE IMPOSED ON REDEMPTIONS OF CLASS A SHARES ACQUIRED
PRIOR TO JANUARY 15, 1996 (INCLUDING SHARES THEREAFTER ACQUIRED PURSUANT TO THE
AUTOMATIC REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS WITH RESPECT TO THOSE
SHARES) UNTIL JULY 12, 1996. THE REDEMPTION FEE WILL BE RETAINED BY THE FUND.

IF YOU HOLD SHARES OF THE FUND THROUGH PRUDENTIAL SECURITIES, YOU MUST REDEEM
YOUR SHARES BY CONTACTING YOUR PRUDENTIAL SECURITIES FINANCIAL ADVISER. IF YOU
HOLD SHARES IN NON-CERTIFICATE FORM, A WRITTEN REQUEST FOR REDEMPTION SIGNED BY
YOU EXACTLY AS THE ACCOUNT IS REGISTERED IS REQUIRED. IF YOU HOLD CERTIFICATES,
THE CERTIFICATES, SIGNED IN THE NAME(S) SHOWN ON THE FACE OF THE CERTIFICATES,
MUST BE RECEIVED BY THE TRANSFER AGENT IN ORDER FOR THE REDEMPTION REQUEST TO BE
PROCESSED. IF REDEMPTION IS REQUESTED BY A CORPORATION, PARTNERSHIP, TRUST OR
FIDUCIARY, WRITTEN EVIDENCE OF AUTHORITY ACCEPTABLE TO THE TRANSFER AGENT MUST
BE SUBMITTED BEFORE SUCH REQUEST WILL BE ACCEPTED. All correspondence and
documents concerning redemptions should be sent to the Fund in care of its
Transfer Agent, Prudential Mutual Fund Services, Inc., Attention: Redemption
Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

If the proceeds of the redemption (a) exceed $50,000, (b) are to be paid to a
person other than the record owner, (c) are to be sent to an address other than
the address on the Transfer Agent's records, or (d) are to be paid to a
corporation, partnership, trust or fiduciary, the signature(s) on the redemption
request and on the certificates, if any, or stock power must be guaranteed by an
"eligible guarantor institution." An "eligible guarantor institution" includes
any bank, broker, dealer or credit union. The Transfer Agent reserves this right
to request additional information from, and make reasonable inquiries of, any
eligible guarantor institution. For clients of Prusec, a signature guarantee may
be obtained from the agency or office manager of most Prudential Insurance and
Financial Services or Prudential Preferred Financial Services Offices.

PAYMENT FOR SHARES PRESENTED FOR REDEMPTION WILL BE MADE BY CHECK WITHIN
SEVEN DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE CERTIFICATE AND/OR WRITTEN
REQUEST, EXCEPT AS INDICATED BELOW. IF YOU HOLD SHARES THROUGH PRUDENTIAL
SECURITIES, PAYMENT FOR SHARES PRESENTED FOR REDEMPTION WILL BE CREDITED TO YOUR
PRUDENTIAL SECURITIES ACCOUNT, UNLESS YOU INDICATE OTHERWISE. Such payment may
be postponed or the right of redemption suspended at times (a) when the New York
Stock Exchange is closed for other than customary weekends and holidays, (b)
when trading on such Exchange is restricted, (c) when an emergency exists as a
result of which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, or (d) during any other period when the SEC, by
order, so permits; provided that applicable rules and regulations of the SEC
shall govern as to whether the conditions prescribed in (b), (c) or (d) exist.

PAYMENT FOR REDEMPTION OF RECENTLY PURCHASED SHARES WILL BE DELAYED UNTIL THE
FUND OR ITS TRANSFER AGENT HAS BEEN ADVISED THAT THE PURCHASE CHECK HAS BEEN
HONORED, UP TO 10 CALENDAR DAYS FROM THE TIME OF RECEIPT OF THE PURCHASE CHECK
BY THE TRANSFER AGENT. SUCH DELAY MAY BE AVOIDED BY PURCHASING SHARES BY WIRE OR
BY CERTIFIED OR OFFICIAL BANK CHECKS.

REDEMPTION IN KIND. If the Board of Directors determines that it would be
detrimental to the best interests of the remaining shareholders of the Fund to
make payment wholly or partly in cash, the Fund may pay the redemption price in
whole or in part by a distribution in kind of securities from the investment
portfolio of the Fund, in lieu of cash, in conformity with applicable rules of
the SEC. Securities will be readily marketable (i.e., U.S. Government securities
or securities listed on a national exchange) and will be valued in the same
manner as in a regular redemption. See "How the Fund Values its Shares." If your
shares are redeemed in kind, you would incur transaction costs in converting the
assets into cash. The Fund, however, has elected to be governed by Rule 18f-1
under the Investment Company Act, under which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net asset value
of the Fund during any 90-day period for any one shareholder.

<PAGE>

INVOLUNTARY REDEMPTION. In order to reduce expenses of the Fund, the Board of
Directors may redeem all of the shares of any shareholder, other than a
shareholder which is an IRA or other tax-deferred retirement plan, whose account
has a net asset value of less than $500 due to a redemption. The Fund will give
such shareholders 60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption. No contingent deferred sales charge
will be imposed on any such involuntary redemption.

90-DAY REPURCHASE PRIVILEGE. If you redeem your shares and have not
previously exercised the repurchase privilege, you may reinvest any portion or
all of the proceeds of such redemption in shares of the Fund at the NAV next
determined after the order is received, which must be within 90 days after the
date of the redemption. Any CDSC paid in connection with such redemption will be
credited (in shares) to your account. (If less than a full repurchase is made,
the credit will be on a pro rata basis.) You must notify the Fund's Transfer
Agent, either directly or through Prudential Securities, at the time the
repurchase privilege is exercised to adjust your account for the CDSC you
previously paid. Thereafter, any redemptions will be subject to the CDSC
applicable at the time of the redemption. See "Contingent Deferred Sales
Charges" below. Exercise of the repurchase privilege will generally not affect
federal tax treatment of any gain realized upon redemption. However, if the
redemption was made within a 30-day period of the repurchase and if the
redemption resulted in a loss, some or all of the loss, depending on the amount
reinvested, will generally not be allowed for federal income tax purposes.

CONTINGENT DEFERRED SALES CHARGES

Redemptions of Class B shares will be subject to a contingent deferred sales
charge or CDSC declining from 5% to zero over a six-year period. Class C shares
redeemed within one year of purchase will be subject to a 1% CDSC. The CDSC will
be deducted from the redemption proceeds and reduce the amount paid to you. The
CDSC will be imposed on any redemption by you which reduces the current value of
your shares to an amount which is lower than the amount of all payments by you
for shares during the preceding six years, in the case of Class B shares, and
one year, in the case of Class C shares. A CDSC will be applied on the lesser of
the original purchase price or the current value of the shares being redeemed.
Increases in the value of your shares or shares acquired through reinvestment of
dividends or distributions are not subject to a CDSC. The amount of any CDSC
will be paid to and retained by the Distributor. See "How the Fund is
Managed--Distributor" and "Waiver of the Contingent Deferred Sales
Charges--Class B Shares" below.

The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of shares until the time of redemption
of such shares. Solely for purposes of determining the number of years from the
time of any payment for the purchase of shares, all payments during a month will
be aggregated and deemed to have been made on the last day of the month. The
CDSC will be calculated from the first day of the month after the initial
purchase, excluding the time shares were held in a money market fund. See "How
to Exchange Your Shares." The following table sets forth the rates of the CDSC
applicable to redemptions of Class B shares:

CONTINGENT DEFERRED SALES CHARGE
YEAR SINCE PURCHASE AS A PERCENTAGE OF DOLLARS INVESTED
PAYMENT MADE OR REDEMPTION PROCEEDS
------------------- -----------------------------------
First ................................. 5.0%
Second ................................ 4.0%
Third ................................. 3.0%
Fourth ................................ 2.0%
Fifth ................................. 1.0%
Sixth ................................. 1.0%
Seventh ............................... None

<PAGE>

In determining whether a CDSC is applicable to a redemption, the calculation
will be made in a manner that results in the lowest possible rate. It will be
assumed that the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and distributions; then of
amounts representing the increase in net asset value above the total amount of
payments for the purchase of Fund shares made during the preceding six years;
then of amounts representing the cost of shares held beyond the applicable CDSC
period; and finally, of amounts representing the cost of shares held for the
longest period of time within the applicable CDSC period.

For example, assume you purchased 100 Class B shares at $10 per share for a
cost of $1,000. Subsequently, you acquired 5 additional Class B shares through
dividend reinvestment. During the second year after the purchase you decided to
redeem $500 of your investment. Assuming at the time of the redemption the net
asset value had appreciated to $12 per share, the value of your Class B shares
would be $1,260 (105 shares at $12 per share). The CDSC would not be applied to
the value of the reinvested dividend shares and the amount which represents
appreciation ($260). Therefore, $240 of the $500 redemption proceeds ($500 minus
$260) would be charged at a rate of 4% (the applicable rate in the second year
after purchase) for a total CDSC of $9.60.

For federal income tax purposes, the amount of the CDSC will reduce the gain
or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.

WAIVER OF THE CONTINGENT DEFERRED SALES CHARGES--CLASS B SHARES. The CDSC
will be waived in the case of a redemption following the death or disability of
a shareholder or, in the case of a trust account, following the death or
disability of the grantor. The waiver is available for total or partial
redemptions of shares owned by a person, either individually or in joint tenancy
(with rights of survivorship), or a trust, at the time of death or initial
determination of disability, provided that the shares were purchased prior to
death or disability.

The CDSC will also be waived in the case of a total or partial redemption in
connection with certain distributions made without penalty under the Internal
Revenue Code from a tax-deferred retirement plan, an IRA or Section 403(b)
custodial account. These distributions include: (i) in the case of a
tax-deferred retirement plan, a lump-sum or other distribution after retirement;
(ii) in the case of an IRA or Section 403(b) custodial account, a lump-sum or
other distribution after attaining age 59-1/2; and (iii) a tax-free return of an
excess contribution or plan distributions following the death or disability of
the shareholder, provided that the shares were purchased prior to death or
disability. The waiver does not apply in the case of a tax-free rollover or
transfer of assets, other than one following a separation from service (i.e.,
following voluntary or involuntary termination of employment or following
retirement). Under no circumstances will the CDSC be waived on redemptions
resulting from the termination of a tax-deferred retirement plan, unless such
redemptions otherwise qualify for a waiver as described above. In the case of
Direct Account and PSI or Subsidiary Prototype Benefit Plans, the CDSC will be
waived on redemptions which represent borrowings from such plans. Shares
purchased with amounts used to repay a loan from such plans on which a CDSC was
not previously deducted will thereafter be subject to a CDSC without regard to
the time such amounts were previously invested. In the case of a 401(k) plan,
the CDSC will also be waived upon the redemption of shares purchased with
amounts used to repay loans made from the account to the participant and from
which a CDSC was previously deducted.

In addition, the CDSC will be waived on redemptions of shares held by
Directors of the Fund.

You must notify the Fund's Transfer Agent either directly or through
Prudential Securities or Prusec, at the time of redemption, that you are
entitled to waiver of the CDSC and provide the Transfer Agent with such
supporting documentation as it may deem appropriate. The waiver will be granted
subject to confirmation of your entitlement. See "Purchase and Redemption of
Fund Shares--Waiver of the Contingent Deferred Sales Charge--Class B Shares" in
the Statement of Additional Information.

CONVERSION FEATURE--CLASS B SHARES

Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. Conversions will be effected at
relative net asset value without the imposition of any additional sales charge.

<PAGE>

Since the Fund tracks amounts paid rather than the number of shares bought on
each purchase of Class B shares, the number of Class B shares eligible to
convert to Class A shares (excluding shares acquired through the automatic
reinvestment of dividends and other distributions) (the Eligible Shares) will be
determined on each conversion date in accordance with the following formula: (i)
the ratio of (a) the amounts paid for Class B shares purchased at least seven
years prior to the conversion date to (b) the total amount paid for all Class B
shares purchased and then held in your account (ii) multiplied by the total
number of Class B shares then in your account. Each time any Eligible Shares in
your account convert to Class A shares, all shares or amounts representing Class
B shares then in your account that were acquired through the automatic
reinvestment of dividends and other distributions will convert to Class A
shares.

For purposes of determining the number of Eligible Shares, if the Class B
shares in your account on any conversion date are the result of multiple
purchases at different net asset values per share, the number of Eligible Shares
calculated as described above will generally be either more or less than the
number of shares actually purchased approximately seven years before such
conversion date. For example, if 100 shares were initially purchased at $10 per
share (for a total of $1,000) and a second purchase of 100 shares was
subsequently made at $11 per share (for a total of $1,100), 95.24 shares would
convert approximately seven years from the initial purchase (i.e., $1,000
divided by $2,100 (47.62%) multiplied by 200 shares equals 95.24 shares). The
Manager reserves the right to modify the formula for determining the number of
Eligible Shares in the future as it deems appropriate on notice to shareholders.

Since annual distribution-related fees are lower for Class A shares than
Class B shares, the per share net asset value of the Class A shares may be
higher than that of the Class B shares at the time of conversion. Thus, although
the aggregate dollar value will be same, you may receive fewer Class A shares
than Class B shares converted. See "How the Fund Values its Shares."

For purposes of calculating the applicable holding period for conversions,
all payments for Class B shares during a month will be deemed to have been made
on the last day of the month, or for Class B shares acquired through exchange,
or a series of exchanges, on the last day of the month in which the original
payment for purchases of such Class B shares was made. For Class B shares
previously exchanged for shares of a money market fund, the time period during
which such shares were held in the money market fund will be excluded. For
example, Class B shares held in a money market fund for one year will not
convert to Class A shares until approximately eight years from purchase. For
purposes of measuring the time period during which shares are held in a money
market fund, exchanges will be deemed to have been made on the last day of the
month. Class B shares acquired through exchange will convert to Class A shares
after expiration of the conversion period applicable to the original purchase of
such shares.

The conversion feature may be subject to the continuing availability of
opinions of counsel or rulings of the Internal Revenue Service (i) that the
dividends and other distributions paid on Class A, Class B, and Class C shares
will not constitute "preferential dividends" under the Internal Revenue Code and
(ii) that the conversion of shares does not constitute a taxable event. The
conversion of Class B shares into Class A shares may be suspended if such
opinions or rulings are no longer available. If conversions are suspended, Class
B shares of the Fund will continue to be subject, possibly indefinitely, to
their higher annual distribution and service fee.

HOW TO EXCHANGE YOUR SHARES

AS A SHAREHOLDER OF THE FUND YOU HAVE AN EXCHANGE PRIVILEGE WITH CERTAIN
OTHER PRUDENTIAL MUTUAL FUNDS, INCLUDING ONE OR MORE SPECIFIED MONEY MARKET
FUNDS, SUBJECT TO THE MINIMUM INVESTMENT REQUIREMENTS OF SUCH FUNDS. CLASS A,
CLASS B AND CLASS C SHARES MAY BE EXCHANGED FOR CLASS A, CLASS B AND CLASS C
SHARES, RESPECTIVELY, OF ANOTHER FUND ON THE BASIS OF THE RELATIVE NAV, EXCEPT
THAT CLASS A SHARES ACQUIRED PRIOR TO JANUARY 15, 1996 INCLUDING SHARES
THEREAFTER ACQUIRED PURSUANT TO THE AUTOMATIC REINVESTMENT OF DIVIDENDS AND
DISTRIBUTIONS WITH RESPECT TO THOSE SHARES, MAY NOT BE EXCHANGED FOR CLASS A
SHARES OF OTHER PRUDENTIAL MUTUAL FUNDS UNTIL JULY 15, 1996, WHEN THE REDEMPTION
FEE PERIOD EXPIRES. SEE "HOW TO SELL YOUR SHARES" ABOVE. No sales charge will be
imposed at the time of the exchange. Any applicable CDSC payable upon the
redemption of shares exchanged will be that

<PAGE>

imposed by the Fund in which shares were initially purchased and will be
calculated from the first day of the month after the initial purchase, excluding
the time shares were held in a money market fund. Class B and Class C shares may
not be exchanged into money market funds other than Prudential Special Money
Market Fund. For purposes of calculating the holding period applicable to the
Class B conversion feature, the time period during which Class B shares were
held in a money market fund will be excluded. See "Conversion Feature--Class B
Shares" above. An exchange will be treated as a redemption and purchase for tax
purposes. See "Shareholder Investment Account--Exchange Privilege" in the
Statement of Additional Information.

IN ORDER TO EXCHANGE SHARES BY TELEPHONE, YOU MUST AUTHORIZE THE TELEPHONE
EXCHANGE PRIVILEGE ON YOUR INITIAL APPLICATION FORM OR BY WRITTEN NOTICE TO THE
TRANSFER AGENT AND HOLD SHARES IN NON-CERTIFICATE FORM. Thereafter, you may call
the Fund at (800) 225-1852 to execute a telephone exchange of shares, on
weekdays, except holidays, between the hours of 8:00 a.m. and 6:00 p.m., New
York time. For your protection and to prevent fraudulent exchanges, your
telephone call will be recorded and you will be asked to provide your personal
identification number. A written confirmation of the exchange transaction will
be sent to you. NEITHER THE FUND NOR ITS AGENTS WILL BE LIABLE FOR ANY LOSS,
LIABILITY OR COST WHICH RESULTS FROM ACTING UPON INSTRUCTIONS REASONABLY
BELIEVED TO BE GENUINE UNDER THE FOREGOING PROCEDURES (THE FUND OR ITS AGENTS
COULD BE SUBJECT TO LIABILITY IF THEY FAIL TO EMPLOY REASONABLE PROCEDURES.) All
exchanges will be made on the basis of the relative NAV of the two funds next
determined after the request is received in good order. The exchange privilege
is available only in states where the exchange may legally be made.

IF YOU HOLD SHARES THROUGH PRUDENTIAL SECURITIES, YOU MUST EXCHANGE YOUR
SHARES BY CONTACTING YOUR PRUDENTIAL SECURITIES FINANCIAL ADVISER.

IF YOU HOLD CERTIFICATES, THE CERTIFICATES, SIGNED IN THE NAME(S) SHOWN ON
THE FACE OF THE CERTIFICATES, MUST BE RETURNED IN ORDER FOR THE SHARES TO BE
EXCHANGED. SEE "HOW TO SELL YOUR SHARES" ABOVE.

You may also exchange shares by mail by writing to Prudential Mutual Fund
Services, Inc., Attention: Exchange Processing, P.O. Box 15010, New Brunswick,
New Jersey 08906-5010.

IN PERIODS OF SEVERE MARKET OR ECONOMIC CONDITIONS THE TELEPHONE EXCHANGE OF
SHARES MAY BE DIFFICULT TO IMPLEMENT AND YOU SHOULD MAKE EXCHANGES BY MAIL BY
WRITING TO PRUDENTIAL MUTUAL FUND SERVICES, INC., AT THE ADDRESS NOTED ABOVE.

SPECIAL EXCHANGE PRIVILEGE. A special exchange privilege is available for
shareholders who qualify to purchase Class A shares at NAV. See "Alternative
Purchase Plan--Class A Shares--Reduction and Waiver of Initial Sales Charges"
above. Under this exchange privilege, amounts representing any Class B and Class
C shares (which are not subject to a CDSC) held in such a shareholder's account
will be automatically exchanged for Class A shares on a quarterly basis, unless
the shareholder elects otherwise. Eligibility for this exchange privilege will
be calculated on the business day prior to the date of the exchange. Amounts
representing Class B or Class C shares which are not subject to a CDSC include
the following: (1) amounts representing Class B or Class C shares acquired
pursuant to the automatic reinvestment of dividends and distributions, (2)
amounts representing the increase in the net asset value above the total amount
of payments for the purchase of Class B or Class C shares and (3) amounts
representing Class B or Class C shares held beyond the applicable CDSC period.
Class B and Class C shareholders must notify the Transfer Agent either directly
or through Prudential Securities or Prusec that they are eligible for this
special exchange privilege.

The exchange privilege may be modified or terminated at any time on 60 days'
notice to shareholders.

SHAREHOLDER SERVICES

In addition to the exchange privilege, as a shareholder in the Fund, you can
take advantage of the following additional services and privileges.

o AUTOMATIC REINVESTMENT OF DIVIDENDS AND/OR DISTRIBUTIONS WITHOUT A SALES
CHARGE. For your convenience, all dividends and distributions are automatically
reinvested in full and fractional shares of the Fund at NAV without a sales

<PAGE>

charge. You may direct the Transfer Agent in writing not less than 5 full
business days prior to the record date to have subsequent dividends and/or
distributions sent in cash rather than reinvested. If you hold shares through
Prudential Securities you should contact your financial adviser.

o AUTOMATIC SAVINGS ACCUMULATION PLAN (ASAP). Under ASAP you may make regular
purchases of the Fund's shares in amounts as little as $50 via an automatic
debit to a bank account or Prudential Securities account (including a Command
Account). For additional information about this service, you may contact your
Prudential Securities financial adviser, Prusec representative or the Transfer
Agent directly.

o TAX-DEFERRED RETIREMENT PLANS. Various tax-deferred retirement plans,
including a 401(k) plan, self-directed individual retirement accounts and
"tax-sheltered accounts" under Section 403(b)(7) of the Internal Revenue Code
are available through the Distributor. These plans are for use by both
self-employed individuals and corporate employers. These plans permit either
self-direction of accounts by participants, or a pooled account arrangement.
Information regarding the establishment of these plans, the administration,
custodial fees and other details is available from Prudential Securities or the
Transfer Agent. If you are considering adopting such a plan, you should consult
with your own legal or tax adviser with respect to the establishment and
maintenance of such a plan.

o SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available to
shareholders which provides for monthly or quarterly checks. Withdrawals of
Class B and Class C shares may be subject to a CDSC. See "How to Sell Your
Shares--Contingent Deferred Sales Charges."

o REPORTS TO SHAREHOLDERS. The Fund will send to you annual and semi-annual
reports. The financial statements appearing in annual reports are audited by
independent accountants. In order to reduce duplicate mailing and printing
expenses, the Fund will provide one annual and semi-annual shareholder report
and annual prospectus per household. You may request additional copies of such
reports by calling (800) 225-1852 or by writing to the Fund at One Seaport
Plaza, New York, New York 10292. In addition, monthly unaudited financial data
are available upon request from the Fund.

o SHAREHOLDER INQUIRIES. Inquiries should be addressed to the Fund at One
Seaport Plaza, New York, New York 10292, or by telephone, at (800) 225-1852
(toll-free) or, from outside the U.S.A., at (908) 417-7555 (collect).

For additional information regarding the services and privileges described
above, see "Shareholder Investment Account" in the Statement of Additional
Information.

<PAGE>

APPENDIX A

DESCRIPTION OF SECURITY RATINGS

MOODY'S LNVESTORS SERVICE

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the company ranks in the
lower end of its generic rating category.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

SHORT-TERM DEBT RATINGS

Moody's Short-Term Debt Ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year.

P-1: Issuers rated "Prime-1" or "P-1" (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations.

P-2: Issuers rated "Prime-2" or "P-2" (or supporting institutions) have a
strong ability for repayment of senior short-term debt obligations.

A-1
<PAGE>

Standard & Poor's Ratings Group

AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB: Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.

BB, B, CCC, CC: Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the least
degree of speculation and CC the highest degree of speculation. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties of major risk exposures to adverse conditions.

COMMERCIAL PAPER

Standard & Poor's commercial paper ratings are current assessments of the
likelihood of timely payment of debt considered short-term in the relevant
market.

A-1: The A-1 designation indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign(+) designation.

A-2: Capacity for timely payment on issues with the designation A-2 is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

A-2
<PAGE>

THE PRUDENTIAL MUTUAL FUND FAMILY

Prudential Mutual Fund Management offers a broad range of mutual funds
designed to meet your individual needs. We welcome you to review the investment
options available through our family of funds. For more information on the
Prudential Mutual Funds, including charges and expenses, contact your Prudential
Securities financial adviser or Prusec representative or telephone the Fund at
(800) 225-1852 for a free prospectus. Read the prospectus carefully before you
invest or send money.

TAXABLE BOND FUNDS

Prudential Diversified Bond Fund, Inc.
Prudential Government Securities Trust
Short-Intermediate Term Series
Prudential Government Income Fund, Inc.
Prudential High Yield Fund, Inc.
Prudential Mortgage Income Fund, Inc.
Prudential Structured Maturity Fund, Inc.
Income Portfolio
Prudential U.S. Government Fund
The BlackRock Government Income Trust

TAX-EXEMPT BOND FUNDS

Prudential California Municipal Fund
California Series
California Income Series
Prudential Municipal Bond Fund
High Yield Series
Insured Series
Intermediate Term Series
Prudential Municipal Series Fund
Florida Series
Hawaii Income Series
Maryland Series
Massachusetts Series
Michigan Series
New Jersey Series
New York Series
North Carolina Series
Ohio Series
Pennsylvania Series
Prudential National Municipals Fund, Inc.

GLOBAL FUNDS

Prudential Europe Growth Fund, Inc.
Prudential Global Fund, Inc.
Prudential Global Genesis Fund, Inc.
Prudential Global Limited Maturity Fund, Inc.
Global Assets Portfolio
Limited Maturity Portfolio
Prudential Global Natural Resources Fund, Inc.
Prudential Intermediate Global Income Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Global Utility Fund, Inc.

EQUITY FUNDS

Prudential Allocation Fund
Balanced Portfolio
Strategy Portfolio
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Growth Opportunity Fund, Inc.
Prudential Jennison Fund, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Utility Fund
Nicholas-Applegate Fund, Inc.
Nicholas-Applegate Growth Equity Fund

MONEY MARKET FUNDS

o Taxable Money Market Funds
Prudential Government Securities Trust
Money Market Series
U.S. Treasury Money Market Series
Prudential Special Money Market Fund
Money Market Series
Prudential MoneyMart Assets
o Tax-Free Money Market Funds
Prudential Tax-Free Money Fund, Inc.
Prudential California Municipal Fund
California Money Market Series
Prudential Municipal Series Fund
Connecticut Money Market Series
Massachusetts Money Market Series
New Jersey Money Market Series
New York Money Market Series
o Command Funds
Command Money Fund
Command Government Fund
Command Tax-Free Fund
o Institutional Money Market Funds
Prudential Institutional Liquidity Portfolio, Inc.
Institutional Money Market Series

B-1

<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

Page
----
FUND HIGHLIGHTS .................................................. 2
Risk Factors and Special Characteristics ........................ 2
FUND EXPENSES .................................................... 4
FINANCIAL HIGHLIGHTS ............................................. 5
HOW THE FUND INVESTS ............................................. 6
Investment Objective and Policies ............................... 6
Other Investments and Policies .................................. 10
Hedging and Return Enhancement Strategies ....................... 12
Risk Factors .................................................... 14
Investment Restrictions ......................................... 17
HOW THE FUND IS MANAGED .......................................... 17
Manager ......................................................... 17
Distributor ..................................................... 18
Portfolio Transactions .......................................... 19
Custodian and Transfer and
Dividend Disbursing Agent ...................................... 20
HOW THE FUND VALUES ITS SHARES ................................... 20
HOW THE FUND CALCULATES PERFORMANCE .............................. 20
TAXES, DIVIDENDS AND DISTRIBUTIONS ............................... 21
GENERAL INFORMATION .............................................. 23
Description of Common Stock ..................................... 23
Additional Information .......................................... 23
SHAREHOLDER GUIDE ................................................ 24
How to Buy Shares of the Fund ................................... 24
Alternative Purchase Plan ....................................... 25
How to Sell Your Shares ......................................... 27
Conversion Feature--Class B Shares .............................. 30
How to Exchange Your Shares ..................................... 31
Shareholder Services ............................................ 32
DESCRIPTION OF SECURITY RATINGS .................................. A-1
THE PRUDENTIAL MUTUAL FUND FAMILY ................................ B-1

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

MF 170 A
- --------------------------------------------------------------------------------
CUSIP Nos.: Class A: 378907-20-8
Class B: 378907-30-8
Class C: 378907-40-6

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

PROSPECTUS

The Global
Government Plus
Fund, Inc.

January 15, 1996

Prudential Mutual Funds
BUILDING YOUR FUTURE
ON OUR STRENGTH(SM) LOGO

<PAGE>

497(c)
THE GLOBAL GOVERNMENT PLUS FUND, INC. 33-63945

Statement of Additional Information
dated January 15, 1996

The Global Government Plus Fund, Inc. (the Fund) is an open-end,
non-diversified management investment company, or a mutual fund, whose
investment objective is to seek total return, the components of which are
current income and capital appreciation. The Fund will seek to achieve this
objective by investing in debt securities issued or guaranteed by governments,
semi-governmental entities, governmental agencies, supranational entities and
other governmental entities (collectively "Governmental Entities") in the United
States, and in other countries and denominated in the currencies of such
countries. The Fund's investment adviser will seek to achieve high dividends
through management of yield, maturity and currency considerations affecting such
securities. In particular, the Fund's investment adviser will select
governmental debt securities which, in its judgment, will produce a high yield
with currency stability relative to the U.S. dollar or have a combined yield,
capital or currency appreciation potential to produce an overall return
consistent with the Fund's objective. Under normal circumstances, at least 65%
of the Fund's total assets will be invested in debt securities issued or
guaranteed by Governmental Entities other than supranational entities and having
a maturity of one year or more. The remainder of the Fund's assets is generally
invested in obligations of Governmental Entities (including supranational
entities) having a maturity of less than one year or in obligations of banks or
corporations without limitation as to maturity. The Fund may also purchase and
sell certain derivatives, including put and call options on U.S. Government
securities and foreign government securities and engage in transactions
involving futures contracts and options on such futures with respect to U.S.
Government securities and foreign government securities. The Fund may seek to
protect and enhance dividend return through the use of options, futures and
foreign currency transactions. There can be no assurance that the Fund's
investment objective will be achieved. Investing in foreign government
securities, options and futures contracts involves considerations and possible
risks which are different from those ordinarily associated with investing in
U.S. Government securities.

The Fund's investment objective and policies are described in the Fund's
Prospectus. This statement contains additional information about those policies.
The Fund is also subject to certain investment restrictions. See "Investment
Restrictions" below.

The Fund's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.

This Statement of Additional Information is not a prospectus and should
only be read in conjunction with the Fund's Prospectus, dated January 15, 1996,
a copy of which may be obtained from the Fund at the address noted above.

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TABLE OF CONTENTS

CROSS-REFERENCE
TO PAGE IN
PAGE PROSPECTUS
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General Information .......................................................................... B-2 23
Investment Objective and Policies ............................................................ B-2 6
Additional Investment Policies ............................................................... B-5 10
Investment Restrictions ...................................................................... B-16 17
Directors and Officers ....................................................................... B-17 17
Manager ...................................................................................... B-20 17
Distributor .................................................................................. B-22 18
Portfolio Transactions and Brokerage ......................................................... B-23 19
Purchase and Redemption of Fund Shares ....................................................... B-24 24
Shareholder Investment Account ............................................................... B-27 32
Net Asset Value .............................................................................. B-30 20
Performance Information ...................................................................... B-31 20
Taxes, Dividends and Distributions ........................................................... B-33 21
Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants ................ B-35 20
Financial Statements ......................................................................... B-36 --
Report of Independent Accountants ............................................................ B-54 --
Appendix A--General Investment Information ................................................... I-1 --
Appendix B--Historical Performance Information ............................................... II-1 --

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MF 170 B

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GENERAL INFORMATION

The Fund was incorporated in Maryland on April 20, 1987 under the name "The
Global Government Plus Fund, Inc." as a closed-end, non-diversified management
investment company. The Fund operated as a closed-end fund prior to January 15,
1996. On December 6, 1995, shareholders approved open-ending the Fund, and since
January 15, 1996, the Fund has operated as an open-end fund.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to seek total return, the components of
which are current income and capital appreciation. The Fund will seek to achieve
this objective by investing in debt securities issued or guaranteed by
governments, semi-governmental entities, governmental agencies, supranational
entities and other governmental entities (collectively "Government Entities") in
the United States and in other countries and denominated in the currencies of
such countries. The Fund's investment adviser will seek to achieve high
dividends through management of yield, maturity and currency considerations
affecting such securities. In particular, the Fund's investment adviser will
select governmental debt securities which, in its judgment, will produce a high
yield with currency stability relative to the U.S. dollar or have a combined
yield, capital or currency appreciation potential to produce an overall return
consistent with the Fund's objective. Under normal circumstances, at least 65%
of the Fund's total assets in will be invested in debt securities issued or
guaranteed by Governmental Entities other than supranational entities and having
a maturity of one year or more. The remainder of the Fund's assets is generally
invested in obligations of Governmental Entities (including supranational
entities) having a maturity of less than one year or in obligations of banks or
corporations without limitation as to maturity. The Fund may also purchase and
sell put and call options on U.S. Government securities and foreign government
securities and engage in transactions involving futures contracts and options on
such futures with respect to U.S. Government securities and foreign government
securities. The Fund may seek to protect and enhance dividend return through the
use of options, futures and foreign currency transactions. There can be no
assurance that the Fund's investment objective will be achieved. See "How the
Fund Invests--Investment Objective and Policies" in the Prospectus.

U.S. Government Securities

MORTGAGE-RELATED SECURITIES ISSUED BY U.S. GOVERNMENT INSTRUMENTALITIES.
Mortgages backing the securities purchased by the Fund include conventional
thirty year fixed rate mortgages, graduated payment mortgages, fifteen year
mortgages and adjustable rate mortgages. All of these mortgages can be used to
create pass-through securities. A pass-through security is formed when mortgages
are pooled together and undivided interests in the pool or pools are sold. The
cash flow from the mortgages is passed through to the holders of the securities
in the form of periodic payments of interest, principal and prepayments (net of
a service fee). Prepayments occur when the holder of an individual mortgage
prepays the remaining principal before the mortgage's scheduled maturity date.
As a result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed securities are often subject to more rapid
prepayment of principal than their stated maturity would indicate. The remaining
expected average life of a pool of mortgage loans underlying a mortgage-backed
security is a prediction of when the mortgage loans will be repaid and is based
upon a variety of factors, such as the demographic and geographic
characteristics of the borrowers and the mortgaged properties, the length of
time that each of the mortgage loans has been outstanding, the interest rates
payable on the mortgage loans and the current interest rate environment.

During periods of declining interest rates, prepayments of mortgages
underlying mortgage-backed securities can be expected to accelerate. When
mortgage obligations are prepaid, the Fund reinvests the prepaid amounts in
securities, the yields of which reflect interest rates prevailing at that time.
Therefore, the Fund's ability to maintain a portfolio of high-yielding
mortgage-backed securities will be adversely affected to the extent that
prepayments of mortgages must be reinvested in securities which have lower
yields than the prepaid mortgages. Moreover, prepayments of mortgages which
underlie securities purchased at a premium generally will result in capital
losses.

GNMA CERTIFICATES. Certificates of the Government National Mortgage
Association (GNMA Certificates) are mortgage-backed securities, which evidence
an undivided interest in a pool or pools of mortgages. GNMA Certificates that
the Fund purchases are the "modified pass-through" type, which entitle the
holder to receive timely payment of all interest and principal payments due on
the mortgage pool, net of fees paid to the "issuer" and GNMA, regardless of
whether or not the mortgagor actually makes the payment.

GNMA GUARANTEE. The National Housing Act authorizes GNMA to guarantee the
timely payment of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration (FHA) or the Farmers'
Home Administration (FMHA), or guaranteed by the Veterans Administration (VA).
The GNMA guarantee is backed by the full faith and

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credit of the United States. The GNMA is also empowered to borrow without
limitation from the U.S. Treasury if necessary to make any payments required
under its guarantee.

LIFE OF GNMA CERTIFICATES. The average life of a GNMA Certificate is likely
to be substantially shorter than the original maturity of the mortgages
underlying the securities. Prepayments of principal by mortgagors and mortgage
foreclosures will usually result in the return of the greater part of principal
investment long before the maturity of the mortgages in the pool. Foreclosures
impose no risk to principal investment because of the GNMA guarantee, except to
the extent that the Fund has purchased the certificates above par in the
secondary market.

FHLMC SECURITIES. The Federal Home Loan Mortgage Corporation (FHLMC) was
created in 1970 through enactment of Title III of the Emergency Home Finance Act
of 1970. Its purpose is to promote development of a nationwide secondary market
in conventional residential mortgages.

The FHLMC presently issues two types of mortgage pass-through securities,
mortgage participation certificates (PCs) and guaranteed mortgage certificates
(GMCs). The Fund does not intend to invest in GMCs. PCs resemble GNMA
Certificates in that each PC represents a pro rata share of all interest and
principal payments made and owed on the underlying pool. The FHLMC guarantees
timely monthly payment of interest on PCs and the stated principal amount.

GMCs also represent a pro rata interest in a pool of mortgages. However,
these instruments pay interest semi-annually and return principal once a year in
guaranteed minimum payments. The expected average life of these securities is
approximately ten years.

FNMA SECURITIES. The Federal National Mortgage Association (FNMA) was
established in 1938 to create a secondary market in mortgages insured by the
FHA.

FNMA issues guaranteed mortgage pass-through certificates (FNMA
Certificates). FNMA Certificates resemble GNMA Certificates in that each FNMA
Certificate represents a pro rata share of all interest and principal payments
made and owed on the underlying pool. FNMA guarantees timely payment of interest
and principal on FNMA Certificates.

ADJUSTABLE RATE MORTGAGE SECURITIES. Generally, Adjustable Rate Mortgage
securities (ARMs) have a specified maturity date and amortize principal over
their life. In periods of declining interest rates, there is a reasonable
likelihood that ARMs will experience increased rates of prepayment of principal.
However, the major difference between ARMs and Fixed Rate Mortgage Securities
(FRMs) is that the interest rate and the rate of amortization of principal of
ARMs can and do change in accordance with movements in a particular,
pre-specified, published interest rate index. The amount of interest on an ARM
is calculated by adding a specified amount, the "margin," to the index, subject
to limitations on the maximum and minimum interest that is charged during the
life of the mortgage or to maximum and minimum changes to that interest rate
during a given period. Because the interest rate on ARMs generally moves in the
same direction as market interest rates, the market value of ARMs tends to be
more stable than that of long-term fixed-rate securities.

FIXED-RATE MORTGAGE SECURITIES. The Fund anticipates investing in
high-coupon fixed-rate mortgage securities. Such securities are collateralized
by fixed-rate mortgages and tend to have high prepayment rates when the level of
prevailing interest rates declines significantly below the interest rates on the
mortgages. Thus, under those circumstances, the securities are generally less
sensitive to interest rate movements than lower coupon FRMs.

CHARACTERISTICS OF MORTGAGE-BACKED SECURITIES. The interest rates paid on
the ARMs in which the Fund invests generally are readjusted at intervals of one
year or less to an increment over some predetermined interest rate index. There
are two main categories of indices: those based on U.S. Treasury securities and
those derived from a calculated measure such as a cost of funds index or a
moving average of mortgage rates. Commonly utilized indices include the one-year
and five-year constant maturity Treasury Note rates, the three-month Treasury
Bill rate, the 180-day Treasury Bill rate, rates on longer-term Treasury
securities, the 11th District Federal Home Loan Bank Cost of Funds, the National
Median Cost of Funds, the one-month or three-month London Interbank Offered Rate
(LIBOR), the prime rate of a specific bank, or commercial paper rates. Some
indices, such as the one-year constant maturity Treasury Note rate, closely
mirror changes in market interest rate levels. Others, such as the 11th District
Home Loan Bank Cost of Funds index (often related to ARMs issued by FNMA), tend
to lag changes in market rate levels and tend to be somewhat less volatile.

The underlying mortgages which collateralize the ARMs, collateralized
mortgage obligations and Real Estate Mortgage Investment Conduits in which the
Fund invests will frequently have caps and floors which limit the maximum amount
by which the loan rate to the residential borrower may change up or down (1) per
reset or adjustment interval and (2) over the life of the loan. Some residential
mortgage loans restrict periodic adjustments by limiting changes in the
borrower's monthly principal and interest payments rather than limiting interest
rate changes. These payment caps may result in negative amortization.

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<PAGE>

The market value of mortgage securities, like other U.S. Government
securities, will generally vary inversely with changes in market interest rates,
declining when interest rates rise and rising when interest rates decline.
However, mortgage securities, while having comparable risk of decline during
periods of rising rates, usually have less potential for capital appreciation
than other investments of comparable maturities due to the likelihood of
increased prepayments of mortgages as interest rates decline. In addition, to
the extent such mortgage securities are purchased at a premium, mortgage
foreclosures and unscheduled principal prepayments generally will result in some
loss of the holders' principal to the extent of the premium paid. On the other
hand, if such mortgage securities are purchased at a discount, an unscheduled
prepayment of principal will increase current and total returns and will
accelerate the recognition of income which when distributed to shareholders will
be taxable as ordinary income.

FOREIGN SECURITIES

Foreign securities in which the Fund will invest will generally be
denominated in foreign currencies, will be traded on foreign markets and will be
affected by changes in currency exchange rates and in exchange control
regulations. A change in the value of a foreign currency against the U.S. dollar
will result in a corresponding change in the U.S. dollar value of the Fund's
assets denominated in that currency. These changes will affect the Fund's income
and distributions to shareholders. In addition, although the Fund will receive
income in such currencies, the Fund will be required to compute and distribute
its income in U.S. dollars. Therefore, if the value of the U.S. dollar
strengthens against a foreign currency after the Fund's income has been accrued
and translated into U.S. dollars, the Fund would experience a foreign currency
loss. Similarly, if the U.S. dollar value weakens against a foreign currency
between the time the Fund incurs expenses and the time such expenses are paid,
the amount of such currency required to be converted into U.S. dollars in order
to pay such expenses in U.S. dollars will be greater than the equivalent amount
of such currency at the time such expenses were incurred. Under the Internal
Revenue Code of 1986, as amended (the Internal Revenue Code), changes in an
exchange rate which occur between the time the Fund accrues interest or other
receivables or accrues expenses or other liabilities denominated in a foreign
currency and the time the Fund actually collects such receivables or pays such
liabilities will result in foreign currency gains or losses that increase or
decrease an investment company's taxable income. Similarly, dispositions of
certain debt securities (by sale, at maturity or otherwise) at a U.S. dollar
value that is higher or lower than the Fund's original U.S. dollar cost may
result in foreign exchange gains or losses which will increase or decrease
investment company taxable income. The exchange rates between the U.S. dollar
and other currencies can be volatile and are determined by such factors as
supply and demand in the currency exchange markets, international balances of
payments, government intervention, speculation and other economic and political
conditions.

Foreign securities include securities of any foreign country the investment
adviser considers appropriate for investment by the Fund. Foreign securities may
also include securities of foreign issuers that are traded in U.S. dollars in
the United States although the underlying security is usually denominated in a
foreign currency. These securities include but are not limited to securities
traded in the form of American Depositary Receipts.

The costs attributable to foreign investing are higher than the costs of
domestic investing. For example, the cost of maintaining custody of foreign
securities generally exceeds custodian costs for domestic securities, and
transaction and settlement costs of foreign investing are frequently higher than
those attributable to domestic investing. Foreign investment income may be
subject to foreign withholding or other government taxes that could reduce the
return to the Fund on those securities. Tax treaties between the United States
and certain foreign countries may, however, reduce or eliminate the amount of
foreign tax to which the Fund would be subject.

In the event of a default of foreign debt obligations, it may be difficult
for the Fund to obtain or enforce a judgment against the issuer of the
securities.

CORPORATE AND OTHER NON-GOVERNMENT DEBT OBLIGATIONS

ZERO COUPON, PAY-IN-KIND OR DEFERRED PAYMENT SECURITY

The Fund may also invest in zero coupon, pay-in-kind or deferred payment
securities. Zero coupon securities are securities that are sold at a discount to
par value and on which interest payments are not made during the life of the
security. Upon maturity, the holder is entitled to receive the par value of the
security. While interest payments are not made on such securities, holders of
such securities are deemed to have received annually "phantom income." The Fund
accrues income with respect to these securities prior to the receipt of cash
payments. Pay-in-kind securities are securities that have interest payable by
delivery of additional securities. Upon maturity, the holder is entitled to
receive the aggregate par value of the securities. Deferred payment securities
are securities that remain a zero coupon security until a predetermined date, at
which time the stated coupon rate

B-4

<PAGE>

becomes effective and interest becomes payable at regular intervals. Zero
coupon, pay-in-kind and deferred payment securities may be subject to greater
fluctuation in value and lesser liquidity in the event of adverse market
conditions than comparably rated securities paying cash interest at regular
intervals.

CUSTODIAL RECEIPTS

Obligations issued or guaranteed as to principal and interest by the United
States Government may be acquired by the Fund in the form of custodial receipts
that evidence ownership of future interest payments, principal payments or both
on certain United States Treasury notes or bonds. Such notes and bonds are held
in custody by a bank on behalf of the owners. These custodial receipts are known
by various names, including "Treasury Receipts," "Treasury Investment Growth
Receipts" (TIGRs) and "Certificates of Accrual on Treasury Securities" (CATS).
The Fund will not invest more than 5% of its assets in such custodial receipts.

ADDITIONAL INVESTMENT POLICIES

In seeking to protect against the effect of changes in interest rates or
currency exchange rates that are adverse to the present or prospective position
of the Fund and to attempt to enhance returns, the Fund may employ certain
hedging, return enhancement and risk management techniques including the
purchase and sale of options, futures and options on futures on debt securities,
aggregates of debt securities, financial indices, U.S. and foreign government
debt securities and foreign currencies and forward contracts on foreign
currencies. The Fund's ability to engage in these practices may be limited by
tax considerations and certain other legal considerations. See "Taxes, Dividends
and Distributions."

OPTIONS ON SECURITIES

The Fund may purchase put and call options and write covered put and call
options on debt securities, aggregates of debt securities or indices of prices
thereof, other financial indices and U.S. and foreign government debt
securities. These may include options traded on U.S. or foreign exchanges and
options traded on U.S. or foreign over-the-counter markets (OTC Options).

When the Fund writes an option, it receives a premium which it retains
whether or not the option is exercised. The Fund's principal objective in
writing options is to attempt to realize, through the receipt of premiums, a
greater return than would be realized on the underlying securities alone.

The purchaser of a call option has the right, for a specified period of
time, to purchase the securities subject to the option at a specified price (the
exercise price). By writing a call option, the Fund becomes obligated during the
term of the option, upon exercise of the option, to sell, depending upon the
terms of the option contract, the underlying securities or a specified amount of
cash to the purchaser against receipt of the exercise price.

Conversely, the purchaser of a put option has the right, for a specified
period of time, to sell the securities subject to the option to the writer of
the put at a specified exercise price. By writing a put option, the Fund becomes
obligated during the term of the option to purchase the securities underlying
the option at the exercise price, upon exercise of the option.

The Fund may write only "covered" options. This means that so long as the
Fund is obligated as the writer of a call option, it will own the underlying
securities subject to the option or an option to purchase the same underlying
securities, having an exercise price equal to or less than the exercise price of
the "covered" option, or will establish and maintain with its Custodian for the
term of the option a segregated account consisting of cash, U.S. Government
securities or other liquid high-grade debt obligations having a value at least
equal to the fluctuating market value of the optioned securities. A put option
written by the Fund will be considered "covered" if, so long as the Fund is
obligated as the writer of the option, it owns an option to sell the underlying
securities subject to the option having an exercise price equal to or greater
than the exercise price of the "covered" option, or it deposits and maintains
with its Custodian in a segregated account cash, U.S. Government securities or
other liquid high-grade debt obligations having a value equal to or greater than
the exercise price of the option. There is no limitation to the amount of call
options the Fund may write. However, the Fund may only write covered put options
to the extent that cover for such options does not exceed 50% of the Fund's net
assets.

The Fund may also write straddles (i.e., a combination of a call and a put
written on the same security at the same strike price where the same segregated
collateral is considered "cover" for both the put and the call). In such cases,
the Fund will also deposit in a segregated account with its Custodian cash, U.S.
Government securities or other liquid high-grade debt obligations equivalent to
the amount, if any, by which the put is "in-the-money," i.e., the amount by
which the exercise price of the put exceeds the current market value of the
underlying security. It is contemplated that the Fund's use of straddles will be
limited to 5% of the

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<PAGE>

Fund's net assets (meaning that the securities used for cover or segregated
as described above will not exceed 5% of the Fund's net assets at the time the
straddle is written). The writing of a call and a put on the same security at
the same stock price where the call and put are covered by different securities
is not considered a straddle for the purposes of this limit.

The Fund may write both American style options and European style options.
An American style option is an option which may be exercised by the holder at
any time prior to its expiration. A European style option may only be exercised
as of the expiration of the option. The writer of an American style option has
no control over when the underlying securities must be sold, in the case of a
call option, or purchased, in the case of a put option, since such options may
be exercised by the holder at any time prior to the expiration of the option.
Whether or not an option expires unexercised, the writer retains the amount of
the premium. This amount may be offset or exceeded, in the case of a covered
call option, by a decline and, in the case of a covered put option, by an
increase in the market value of the underlying security during the option
period. If a call option is exercised, the writer must fulfill the obligation to
sell the underlying security at the exercise price, which will usually be lower
than the then market value of the underlying security. If a put option is
exercised, the writer must fulfill the obligation to purchase the underlying
security at the exercise price, which will usually exceed the then market value
of the underlying security.

Prior to being notified of exercise of the option, the writer of an
exchange-traded option that wishes to terminate its obligation may effect a
"closing purchase transaction" by buying an option of the same series as the
option previously written. (Options of the same series are options with respect
to the same underlying security, having the same expiration date and the same
strike price.) The effect of the purchase is that the writer's position will be
cancelled by the exchange's affiliated clearing organization. However, the
writer of an option may not effect a closing purchase transaction after being
notified of the exercise of the option. Likewise, the holder of an option may
liquidate a position by effecting a "closing sale transaction" by selling an
option of the same series as the option previously purchased. There is no
guarantee that either a closing purchase or a closing sale transaction can be
effected.

Effecting a closing transaction in the case of a written call option will
permit the Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case of
a written put option, will permit the Fund to write another put option to the
extent that the exercise price thereof is secured by deposited cash or
short-term securities. Also, effecting a closing transaction will permit the
cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other Fund investments. If the Fund desires to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing transaction prior to or concurrent with the sale of the
security.

The Fund will realize a profit from a closing transaction if the price of
the transaction is less than the premium received from writing the option or is
more than the premium paid to purchase the option; the Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security, any
loss in closing out a call option is likely to be offset in whole or in part by
appreciation of the underlying security owned by the Fund.

An exchange-traded option position may be closed out only where there
exists a secondary market for an option of the same series. If a secondary
market does not exist, the Fund might not be able to effect a closing sale
transaction in a particular option it has purchased with the result that the
Fund would have to exercise the option in order to realize any profit. If the
Fund is unable to effect a closing purchase transaction in an option the Fund
has written, it will not be able to sell the underlying security until the
option expires or it delivers the underlying security upon exercise or it
otherwise covers its position. Reasons for the absence of a liquid secondary
market include the following: (i) there may be insufficient trading interest in
certain options; (ii) restrictions may be imposed by a securities exchange
(Exchange) on opening transactions or closing transactions or both; (iii)
trading halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an Exchange; (v)
the facilities of an Exchange or clearing organization may not at all times be
adequate to handle current trading volume; or (vi) one or more Exchanges could,
for economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that Exchange (or in that class or series
of options) would cease to exist, although outstanding options would continue to
be exercisable in accordance with their terms.

Exchange-traded options in the U.S. are issued by a clearing organization
affiliated with the Exchange on which the option is listed which, in effect,
gives its guarantee to every exchange-traded option transaction. In contrast,
OTC Options are contracts between the Fund and its counter party with no
clearing organization guarantee. Thus, when the Fund purchases an OTC Option, it
relies on the dealer from which it has purchased the OTC Option to make or take
delivery of the securities underlying the option. Failure by the dealer to do so
would result in the loss of the premium paid by the Fund as well as the loss of
the expected benefit of the transaction. The Board of Directors will evaluate
the creditworthiness of any dealer from which the Fund proposes to purchase OTC
Options.

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Exchange-traded options generally have a continuous liquid market while OTC
Options may not. Consequently, the Fund will generally be able to realize the
value of an OTC Option it has purchased only by exercising it or reselling it to
the dealer who issued it. Similarly, when the Fund writes an OTC Option, it
generally will be able to close out the OTC Option prior to its expiration only
by entering into a closing purchase transaction with the dealer which originally
purchased the OTC Option. While the Fund will enter into OTC Options only with
dealers which agree to, and which are expected to be capable of, entering into
closing transactions with the Fund, there can be no assurance that the Fund will
be able to liquidate an OTC Option at a favorable price at any time prior to
expiration. Until the Fund is able to effect a closing purchase transaction in a
covered OTC call option the Fund has written, it will not be able to liquidate
securities used as cover until the option expires or is exercised or different
cover is substituted. In the event of insolvency of the contra-party, the Fund
may be unable to liquidate an OTC Option. With respect to options written by the
Fund, the inability to enter into a closing purchase transaction could result in
material losses to the Fund.

The Fund may write options in connection with buy-and-write transactions;
that is, the Fund may purchase a security and concurrently write a call option
against that security. The exercise price of the call the Fund determines to
write will depend upon the expected price movement of the underlying security.
The exercise price of a call option may be below (in-the-money), equal to
(at-the-money) or above (out-of-the-money) the current value of the underlying
security at the time the option is written. Buy-and-write transactions using
in-the-money call options may be used when it is expected that the price of the
underlying security will remain flat or decline moderately during the option
period. Buy-and-write transactions using at-the-money call options may be used
when it is expected that the price of the underlying security will remain fixed
or advance moderately during the option period. A buy-and-write transaction
using out-of-the-money call options may be used when it is expected that the
premium received from writing the call option plus the appreciation in the
market price of the underlying security up to the exercise price will be greater
than the appreciation in the price of the underlying security alone. If the call
option is exercised in such a transaction, the Fund's maximum gain will be the
premium received by it for writing the option, adjusted upwards or downwards by
the difference between the Fund's purchase price of the security and the
exercise price of the option. If the option is not exercised and the price of
the underlying security declines, the amount of such decline will be offset in
part, or entirely, by the premium received.

The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, the Fund may elect to close out the position or
take delivery of the underlying security at the exercise price. The Fund's
return will be the premium received from the put options minus the amount by
which the market price of the security is below the exercise price.
Out-of-the-money, at-the-money, and in-the-money put options may be used by the
Fund in the same market environments in which call options are used in
equivalent buy-and-write transactions.

The Fund may purchase call options on debt securities it intends to acquire
in order to hedge against an anticipated market appreciation in the price of the
underlying securities at limited risk and with a limited cash outlay. If the
market price does rise as anticipated, the Fund will benefit from that rise but
only to the extent that the rise exceeds the premiums paid. If the anticipated
rise does not occur or if it does not exceed the premium, the Fund will bear the
expense of the option premiums and transaction costs without gaining an
offsetting benefit.

The Fund may purchase put options on debt securities to hedge against a
decline in the value of its portfolio. If the market price of the Fund's
portfolio should increase, however, the profit which the Fund might otherwise
have realized will be reduced by the amount of the premium paid for the put
option and by transaction costs. The Fund may purchase call options on debt
securities to hedge against an anticipated rise in the price it will have to pay
for debt securities it intends to buy in the future. If the market price of the
debt securities should fall instead of rise, however, the benefit the Fund
obtains from purchasing the securities at a lower price will be reduced by the
amount of the premium paid for the call options and by transaction costs.

The Fund may purchase put options if the Fund believes that a defensive
posture is warranted for all or a portion of its portfolio. Protection is
provided during the life of the put because the put gives the Fund the right to
sell the underlying security at the put exercise price, regardless of a decline
in the underlying security's market price below the exercise price. This right
limits the Fund's losses from the security's possible decline in value below the
strike price of the option to the premium paid for the put option and related
transaction costs. However, if the market price of the security increases, the
profit the Fund realizes on the sale of the security will be reduced by the
premium paid for, and the commissions paid in connection with, the put option.

The Fund may wish to protect certain portfolio securities against a decline
in market value through purchase of put options on other carefully selected
securities, which the investment adviser believes may move in the same direction
as those portfolio securities. If the investment adviser's judgment is correct,
changes in the value of the put options should generally offset changes in the
value of the portfolio securities being hedged. If the investment adviser's
judgment is not correct, the value of the securities

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underlying the put option may decrease less than the value of the Fund's
portfolio securities and therefore the put option may not provide complete
protection against a decline in the value of the Fund's portfolio securities
below the level sought to be protected by the put option.

The Fund may similarly wish to hedge against appreciation in the value of
debt securities that it intends to acquire through purchase of call options on
other carefully selected debt securities, which the investment adviser believes
may move in the same direction as those portfolio securities. In such
circumstances the Fund will be subject to risks analogous to those summarized
above in the event that the correlation between the value of a call option so
purchased and the value of the securities intended to be acquired by the Fund is
not as close as anticipated and the value of the securities underlying the call
option increases less than the value of the securities to be acquired by the
Fund.

SPECIAL CONSIDERATIONS APPLICABLE TO OPTIONS

ON TREASURY BONDS AND NOTES. Because trading interest in Treasury Bonds and
Notes tends to center on the most recently auctioned issues, the Exchanges will
not indefinitely continue to introduce new series of options with expirations to
replace expiring options on particular issues. Instead, the expirations
introduced at the commencement of options trading on a particular issue will be
allowed to run their course, with the possible addition of a limited number of
new expirations as the original ones expire. Options trading on each series of
Bonds or Notes will thus be phased out as new options are listed on the more
recent issues, and a full range of expiration dates will not ordinarily be
available for every series on which options are traded.

ON TREASURY BILLS. Because the deliverable Treasury Bill changes from week
to week, writers of Treasury Bill call options cannot provide in advance for
their potential exercise settlement obligations by acquiring and holding the
underlying security. However, if the Fund holds a long position in Treasury
Bills with a principal amount corresponding to the option contract size, the
Fund may be hedged from a risk standpoint. In addition, the Fund will maintain
in a segregated account with its Custodian Treasury Bills maturing no later than
those which would be deliverable in the event of an assignment of an exercise
notice to ensure that it can meet its open option obligations.

ON GNMA CERTIFICATES. The Fund may purchase and write options on GNMA
Certificates in the over-the-counter market and, to the extent available, on any
Exchange.

Since the remaining principal balance of GNMA Certificates declines each
month as a result of mortgage payments, the Fund, as a writer of a covered GNMA
call option holding GNMA Certificates as "cover" to satisfy its delivery
obligation in the event of assignment of an exercise notice, may find that its
GNMA Certificates no longer have sufficient remaining principal balance for this
purpose. Should this occur, the Fund will enter into a closing purchase
transaction or will purchase additional GNMA Certificates from the same pool (if
obtainable) or replacement GNMA Certificates in the cash market in order to
remain covered or substitute cover.

A GNMA Certificate held by the Fund cover a call option the Fund has
written in any but the nearest expiration month may cease to represent cover for
the option in the event of a decline in the GNMA coupon rate at which new pools
are originated under the FHA/VA loan ceiling in effect at any given time. Should
this occur, the Fund will no longer be covered, and the Fund will either enter
into a closing purchase transaction or replace the Certificate with a
Certificate which represents cover. When the Fund closes its option position or
replaces the Certificate, it may realize an unanticipated loss and incur
transaction costs.

FUTURES CONTRACTS

The Fund will enter into futures contracts only for certain bona fide
hedging, return enhancement and risk management purposes and to attempt to
enhance return. The Fund may enter into futures contracts for the purchase or
sale of debt securities, aggregates of debt securities or indices of prices
thereof, other financial indices, U.S. Government securities (or those backed by
the full faith and credit of the U.S. Government), corporate debt securities and
certain foreign government debt securities (collectively, interest rate futures
contracts). It may also enter into futures contracts for the purchase or sale of
foreign currencies or composite foreign currencies (such as the European
Currency Unit) in which securities held or to be acquired by the Fund are
denominated, or the value of which have a high degree of positive correlation to
the value of such currencies as to constitute an appropriate vehicle for
hedging. The Fund may enter into such futures contracts both on U.S. and foreign
exchanges.

A "sale" of a futures contract (or a "short" futures position) means the
assumption of a contractual obligation to deliver the securities or currency
underlying the contract at a specified price at a specified future time. A
"purchase" of a futures contract (or a "long" futures position) means the
assumption of a contractual obligation to acquire the securities or currency
underlying the contract at a specified price at a specified future time. Certain
futures contracts are settled on a net cash payment basis rather than

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by the sale and delivery of the securities or currency underlying the
futures contract. U.S. futures contracts have been designed by exchanges that
have been designated as "contract markets" by the Commodity Futures Trading
Commission (the CFTC), an agency of the U.S. Government, and must be executed
through a futures commission merchant (i.e., a brokerage firm) which is a member
of the relevant contract market. Futures contracts trade on these contract
markets and the exchange's affiliated clearing organization guarantees
performance of the contracts as between the clearing members of the exchange.

At the time a futures contract is purchased or sold, the Fund must allocate
cash or securities as a deposit payment (initial margin). It is expected that
the initial margin on U.S. exchanges will vary from one-half of 1% to 4% of the
face value of the contract. Under certain circumstances, however, such as during
periods of high volatility, the Fund may be required by an exchange to increase
the level of its initial margin payment. Thereafter, the futures contract is
valued daily and the payment in cash of "variation margin" may be required, a
process known as "mark-to-the-market." Each day the Fund is required to provide
or is entitled to receive variation margin in an amount equal to any change in
the value of the contract since the preceding day.

Although futures contracts by their terms may call for the actual delivery
or acquisition of underlying assets, in most cases the contractual obligation is
extinguished by offset before the expiration of the contract. The offsetting of
a contractual obligation is accomplished by buying (to offset an earlier sale)
or selling (to offset an earlier purchase) an identical futures contract calling
for delivery in the same month. Such a transaction cancels the obligation to
make or take delivery of the underlying commodity. When the Fund purchases or
sells futures contracts, the Fund will incur brokerage fees and related
transaction costs.

The ordinary spreads between values in the cash and futures markets, due to
differences in the character of those markets, are subject to distortions. In
addition, futures contracts entail risks. First, all participants in the futures
market are subject to initial and variation margin requirements. Rather than
meeting additional variation margin requirements, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the liquidity of the
futures market depends on participants entering into offsetting transactions
rather than making or taking delivery. To the extent participants decide to make
or take delivery, liquidity in the futures market could be reduced, thus
producing price distortions. Third, from the point of view of speculators, the
margin deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Increased participation by speculators in
the futures market may cause temporary price distortions. Due to the possibility
of distortion, a correct forecast of general interest rate trends by the
investment adviser may still not result in a successful transaction.

If the Fund seeks to hedge against a decline in the value of its portfolio
securities and sells futures contracts on other securities which historically
have had a high degree of positive correlation to the value of the portfolio
securities, the value of its portfolio securities might decline more rapidly
than the value of a poorly correlated futures contract rises. In that case, the
hedge will be less effective than if the correlation had been greater. In a
similar but more extreme situation, the value of the futures position might in
fact decline while the value of the portfolio securities holds steady or rises.
This would result in a loss that would not have occurred but for the attempt to
hedge.

OPTIONS ON FUTURES CONTRACTS

The Fund will also enter into options on futures contracts for certain bona
fide hedging, return enhancement and risk management purposes and to attempt to
enhance return. The Fund may purchase put and call options and write (i.e.,
sell) "covered" put and call options on futures contracts that are traded on
U.S. and foreign exchanges. An option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the option
exercise period. The writer of the option is required upon exercise to assume a
short futures position (if the option is a call) or a long futures position (if
the option is a put). Upon exercise of the option, the assumption of offsetting
futures positions by the writer and holder of the option will be accompanied by
delivery of the accumulated cash balance in the writer's futures margin account
which represents the amount by which the market price of the futures contract at
exercise, exceeds, in the case of a call, or is less than, in the case of a put,
the exercise price of the option on the futures contract.

The Fund may only write (i.e., sell) covered put and call options on
futures contracts. The Fund will be considered "covered" with respect to a call
option it writes on a futures contract if the Fund owns the securities or
currency which is deliverable under the futures contract or an option to
purchase that futures contract having a strike price equal to or less than the
strike price of the "covered" option and having an expiration date not earlier
than the expiration date of the "covered" option, or if it segregates and
maintains with its Custodian for the term of the option cash, U.S. Government
securities or other liquid high-grade debt obligations equal to the fluctuating
value of the optioned futures. The Fund will be considered "covered" with
respect to a put option it writes on a futures contract if it owns an option to
sell that futures contract having a strike price equal to or greater than the
strike price of the "covered" option and having an expiration date not earlier
than the expiration date of the "covered" option,

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or if it segregates and maintains with its Custodian for the term of the option
cash, U.S. Government securities or other liquid high-grade debt obligations at
all times equal in value to the exercise price of the put (less any initial
margin deposited by the Fund with its Custodian with respect to such put
option). There is no limitation on the amount of the Fund's assets which can be
placed in the segregated account.

Writing a put option on a futures contract serves as a partial hedge
against an increase in the value of debt securities the Fund intends to acquire.
If the futures price at expiration of the option is above the exercise price,
the Fund will retain the full amount of the option premium which provides a
partial hedge against any increase that may have occurred in the price of the
debt securities the Fund intends to acquire. If the market price of the
underlying futures contract is below the exercise price when the option is
exercised, the Fund will incur a loss, which may be wholly or partially offset
by the decrease in the value of the securities the Fund intends to acquire.

Writing a call option on a futures contract serves as a partial hedge
against a decrease in the value of the Fund's portfolio securities. If the
market price of the underlying futures contract at expiration of a written call
option is below the exercise price, the Fund will retain the full amount of the
option premium, thereby partially hedging against any decline that may have
occurred in the Fund's holdings of debt securities. If the futures price when
the option is exercised is above the exercise price, however, the Fund will
incur a loss, which may be wholly or partially offset by the increase in the
value of the securities in the Fund's portfolio which were being hedged.

The Fund will purchase put options on futures contracts to hedge its
portfolio against the risk of a decline in the value of the debt securities it
owns as a result of rising interest rates or fluctuating currency exchange
rates. The Fund will also purchase call options on futures contracts as a hedge
against an increase in the value of securities the Fund intends to acquire as a
result of declining interest rates or fluctuating currency exchange rates. If
the futures price at expiration of a written call option is below the exercise
price, the Fund will retain the full amount of the option premium, thereby
partially hedging against any decline that may have occurred in the Fund's
holdings of debt securities. If the futures price when the option is exercised
is above the exercise price, however, the Fund will incur a loss, which may be
wholly or partially offset by the increase of the value of the securities in the
Fund's portfolio which were being hedged.

If the investment adviser wishes to shorten the effective average maturity
of the Fund, the Fund may sell a futures contract or a call option thereon, or
purchase a put option on that futures contract. If the investment adviser wishes
to lengthen the effective average maturity of the Fund, the Fund may buy a
futures contract or a call option thereon or sell a put option.

INTEREST RATE FUTURES CONTRACTS AND OPTIONS THEREON

The Fund will purchase or sell interest rate futures contracts to take
advantage of or to protect the Fund against fluctuations in interest rates
affecting the value of debt securities which the Fund holds or intends to
acquire. For example, if interest rates are expected to increase, the Fund might
sell futures contracts on debt securities, the values of which historically have
a high degree of positive correlation to the values of the Fund's portfolio
securities. Such a sale would have an effect similar to selling an equivalent
value of the Fund's portfolio securities. If interest rates increase, the value
of the Fund's portfolio securities will decline, but the value of the futures
contracts to the Fund will increase at approximately an equivalent rate thereby
keeping the net asset value of the Fund from declining as much as it otherwise
would have. The Fund could accomplish similar results by selling debt securities
with longer maturities and investing in debt securities with shorter maturities
when interest rates are expected to increase. However, since the futures market
may be more liquid than the cash market, the use of futures contracts as a risk
management technique allows the Fund to maintain a defensive position without
having to sell its portfolio securities.

Similarly, the Fund may purchase interest rate futures contracts when it is
expected that interest rates may decline. The purchase of futures contracts for
this purpose constitutes a hedge against increases in the price of debt
securities (caused by declining interest rates) which the Fund intends to
acquire. Since fluctuations in the value of appropriately selected futures
contracts should approximate that of the debt securities that will be purchased,
the Fund can take advantage of the anticipated rise in the cost of the debt
securities without actually buying them. Subsequently, the Fund can make the
intended purchase of the debt securities in the cash market and currently
liquidate its futures position. To the extent the Fund enters into futures
contracts for this purpose, it will maintain a segregated asset account with the
Fund's Custodian sufficient to cover the Fund's obligations with respect to such
futures contracts, which will consist of cash, U.S. Government securities or
other liquid high-grade debt obligations from its portfolio in an amount equal
to the difference between the fluctuating market value of such futures contracts
and the aggregate value of the initial margin deposited by the Fund with its
Custodian with respect to such futures contracts.

The purchase of a call option on a futures contract is similar in some
respects to the purchase of a call option on an individual security. Depending
on the pricing of the option compared to either the price of the futures
contract upon which it is based or the

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price of the underlying debt securities, it may or may not be less risky
than ownership of the futures contract or underlying debt securities. As with
the purchase of futures contracts, when the Fund is not fully invested it may
purchase a call option on a futures contract to hedge against a market advance
due to declining interest rates.

The purchase of a put option on a futures contract is similar to the
purchase of protective put options on portfolio securities. The Fund will
purchase a put option on a futures contract to hedge the Fund's portfolio
against the risk of rising interest rates and consequent reduction in the value
of portfolio securities.

The amount of risk the Fund assumes when it purchases an option on a
futures contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the purchase of an
option also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.

The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the securities which are deliverable upon
exercise of the futures contract. If the futures price at expiration of the
option is below the exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any decline that may have
occurred in the Fund's portfolio holdings. The writing of a put option on a
futures contract constitutes a partial hedge against increasing prices of the
securities which are deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is higher than the exercise price, the
Fund will retain the full amount of the option premium which provides a partial
hedge against any increase in the price of debt securities which the Fund
intends to purchase. If a put or call option the Fund has written is exercised,
the Fund will incur a loss which will be reduced by the amount of the premium it
received. Depending on the degree of correlation between changes in the value of
its portfolio securities and changes in the value of its futures positions, the
Fund's losses from options on futures it has written may to some extent be
reduced or increased by changes in the value of its portfolio securities.

At the time of delivery of securities pursuant to an interest rate futures
contract, adjustments are made to recognize differences in value arising from
the delivery of securities with a different interest rate from that specified in
the contract. In some (but not many) cases, securities called for by a futures
contract may have a shorter term than the term of the futures contract and,
consequently, may not in fact have been issued when the futures contract was
entered.

The ordinary spreads between prices in the cash and futures markets, due to
differences in the character of those markets, are subject to distortions.
First, all participants in the futures market are subject to initial and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced, thus producing distortion. Third, from
the point of view of speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Increased participation by speculators in the futures market may cause temporary
price distortions. Due to the possibility of distortion, a correct forecast of
general interest rate trends by the investment adviser may still not result in a
successful transaction.

In addition, futures contracts entail risks. Although the Fund believes
that use of such contracts will benefit the Fund, if the investment adviser's
judgment about the general direction of interest rates is incorrect, the Fund's
overall performance would be poorer than if it had not entered into any such
contracts. For example, if the Fund has hedged against the possibility of an
increase in interest rates which would adversely affect the price of bonds held
in its portfolio and interest rates decrease instead, the Fund will lose part or
all of the benefit of the increased value of its bonds which it has hedged
because it will have offsetting losses in its futures positions. In addition,
particularly in such situations, if the Fund has insufficient cash, it may have
to sell bonds from its portfolio to meet daily variation margin requirements.
Such sales of bonds may be, but will not necessarily be, at increased prices
which reflect the rising market. The Fund may have to sell securities at a time
when it may be disadvantageous to do so.

CURRENCY FUTURES AND OPTIONS THEREON

Generally, foreign currency futures contracts and options thereon are
similar to the interest rate futures contracts and options thereon discussed
previously. By entering into currency futures and options thereon on U.S. and
foreign exchanges, the Fund will seek to establish the rate at which it will be
entitled to exchange U.S. dollars for another currency at a future time. By
selling currency futures, the Fund will seek to establish the number of dollars
it will receive at delivery for a certain amount of a foreign currency. In this
way, whenever the Fund anticipates a decline in the value of a foreign currency
against the U.S. dollar, the Fund can attempt to "lock in" the U.S. dollar value
of some or all of the securities held in its portfolio that are denominated in
that currency. By purchasing currency futures, the Fund can establish the number
of dollars it will be required to pay for a specified

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amount of a foreign currency in a future month. Thus if the Fund intends to
buy securities in the future and expects the U.S. dollar to decline against the
relevant foreign currency during the period before the purchase is effected, the
Fund can attempt to "lock in" the price in U.S. dollars of the securities it
intends to acquire.

The purchase of options on currency futures will allow the Fund, for the
price of the premium and related transaction costs it must pay for the option,
to decide whether or not to buy (in the case of a call option) or to sell (in
the case of a put option) a futures contract at a specified price at any time
during the period before the option expires. If the investment adviser, in
purchasing an option, has been correct in its judgment concerning the direction
in which the price of a foreign currency would move as against the U.S. dollar,
the Fund may exercise the option and thereby take a futures position to hedge
against the risk it had correctly anticipated or close out the option position
at a gain that will offset, to some extent, currency exchange losses otherwise
suffered by the Fund. If exchange rates move in a way the Fund did not
anticipate, however, the Fund will have incurred the expense of the option
without obtaining the expected benefit; any such movement in exchange rates may
also thereby reduce rather than enhance the Fund's profits on its underlying
securities transactions.

OPTIONS ON CURRENCIES

Instead of purchasing or selling futures or forward currency exchange
contracts, the Fund may attempt to accomplish similar objectives by purchasing
put or call options on currencies or by writing put options or covered call
options on currencies either on exchanges or in over-the-counter markets. A put
option gives the Fund the right to sell a currency at the exercise price until
the option expires. A call option gives the Fund the right to purchase a
currency at the exercise price until the option expires. Both options serve to
insure against adverse currency price movements in the underlying portfolio
assets designated in a given currency. The Fund's use of options on currencies
will be subject to the same limitations as its use of options or securities,
described above. Currency options may be subject to position limits which may
limit the ability of the Fund to fully hedge its positions by purchasing the
options. Over-the-counter options differ from traded options in that they are
two-party contracts with price and other terms negotiated between buyer and
seller and do not have as much market liquidity as exchange-traded options. The
Fund will not purchase put or call options on currencies if, as a result
thereof, their value would exceed 5% of the Fund's net assets.

As in the case of interest rate futures contracts and options thereon, the
Fund may hedge against the risk of a decrease or increase in the U.S. dollar
value of a foreign currency denominated debt security which the Fund owns or
intends to acquire by purchasing or selling options contracts, futures contracts
or options thereon with respect to a foreign currency other than the foreign
currency in which such debt security is denominated, where the values of such
different currencies (vis-a-vis the U.S. dollar) historically have a high degree
of positive correlation.

If a decline in any currency is generally anticipated by the investment
adviser, the Fund may not be able to contract to sell the currency at a price
above the level anticipated.

FORWARD CURRENCY EXCHANGE CONTRACTS

The Fund may engage in currency transactions otherwise than on futures
exchanges to protect against future changes in the level of future currency
exchange rates. The Fund will conduct such currency exchange transactions either
on a spot, i.e., cash, basis at the rate then prevailing in the currency
exchange market or on a forward basis, by entering into forward contracts to
purchase or sell currency. A forward contract on foreign currency involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days agreed upon by the parties from the date of the
contract, at a price set on the date of the contract. The risk of shifting of a
forward currency contract will be substantially the same as a futures contract
having similar terms. The Fund's dealing in forward currency exchange will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is the purchase or sale of forward currency with
respect to specific receivables or payables of the Fund generally arising in
connection with the purchase or sale of its portfolio securities and accruals of
interest receivable and Fund expenses. Position hedging is the forward sale of
currency with respect to portfolio security positions denominated or quoted in
or convertible into that currency or in a different currency (cross hedge). The
Fund may also cross hedge its currency exposure under circumstances where the
investment adviser believes that the currency in which a security is denominated
may deteriorate against the dollar and that the possible loss in value can be
hedged, return can be enhanced and risks can be managed by entering into forward
contracts to sell the deteriorating currency and buy a currency that is expected
to appreciate in relation to the dollar.

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The Fund may not position hedge with respect to a particular currency for
an amount greater than the aggregate market value (determined at the time of
making any sale of forward currency) of the securities held in its portfolio
denominated or quoted in, or currently convertible into, such currency. If the
Fund enters into a position-hedging transaction, the Fund's Custodian or
subcustodian will place cash or U.S. Government securities or other high-grade
debt obligations in a segregated account of the Fund in an amount equal to the
value of the Fund's total assets committed to the consummation of the given
forward contract. If the value of the securities placed in the segregated
account declines, additional cash or securities will be placed in the account so
that the value of the account will, at all times, equal the amount of the Fund's
commitment with respect to the forward contract.

At or before the maturity of a forward sale contract, the Fund may either
sell a portfolio security and make delivery of the currency, or retain the
security and offset its contractual obligations to deliver the currency by
purchasing a second contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency which it is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund, at the time of execution of the offsetting transaction,
will incur a gain or a loss to the extent that movement has occurred in forward
contract prices. Should forward prices decline during the period between the
Fund's entering into a forward contract for the sale of a currency and the date
it enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
purchase is less than the price of the currency it has agreed to sell. Should
forward prices increase, the Fund will suffer a loss to the extent the price of
the currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell. Closing out forward purchase contracts involves similar
offsetting transactions.

The cost to the Fund of engaging in currency transactions varies with
factors such as the currency involved, the length of the contract period and the
market conditions then prevailing. Because forward transactions in currency
exchange are usually conducted on a principal basis, no fees or commissions are
involved. The use of foreign currency contracts does not eliminate fluctuations
in the underlying prices of the securities, but it does establish a rate of
exchange that can be achieved in the future. In addition, although forward
currency contracts limit the risk of loss due to a decline in the value of the
hedged currency, they also limit any potential gain that might result if the
value of the currency increases.

If a decline in any currency is generally anticipated by the investment
adviser, the Fund may not be able to contract to sell the currency at a price
above the level to which the currency is anticipated to decline.

ADDITIONAL RISKS OF OPTIONS, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS AND
FORWARD CONTRACTS

Options, futures contracts, and options thereon and forward contracts on
securities and currencies may be traded on foreign exchanges. Such transactions
may not be regulated as effectively as similar transactions in the U.S., may not
involve a clearing mechanism and related guarantees, and are subject to the risk
of governmental actions affecting trading in, or the prices of, foreign
securities. The value of such positions also could be adversely affected by (i)
other complex foreign political, legal and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions, (iii)
delays in the Fund's ability to act upon economic events occurring in the
foreign markets during non-business hours in the U.S., (iv) the imposition of
different exercise and settlement terms and procedures and margin requirements
than in the U.S. and (v) lesser trading volume.

Exchanges on which options, futures and options on futures are traded may
impose limits on the positions that the Fund may take in certain circumstances.

SPECIAL RISK CONSIDERATIONS RELATING TO FUTURES AND OPTIONS THEREON

Certain risks are inherent in the Fund's use of futures contracts and
options on futures. One such risk arises because the correlation between
movements in the price of futures contracts or options on futures and movements
in the price of the securities hedged or used for cover will not be perfect.
Another risk is that the price of futures contracts or options on futures may
not move inversely with changes in interest rates. If the Fund has sold futures
contracts to hedge securities held by the Fund and the value of the futures
position declines more than the price of such securities increases, the Fund
will realize a loss on the futures contracts which is not completely offset by
the appreciation in the price of the hedged securities. Similarly, if the Fund
has written a call on a futures contract and the value of the call increases by
more than the increase in the value of the securities held as cover, the Fund
may realize a loss on the call which is not completely offset by the
appreciation in the price of the securities held as cover and the premium
received for writing the call.

The Fund's ability to establish and close out positions in futures
contracts and options on futures contracts will be subject to the development
and maintenance of liquid markets. Although the Fund generally will purchase or
sell only those futures contracts and options thereon for which there appears to
be a liquid market, there is no assurance that a liquid market on an exchange
will exist for any particular futures contract or option thereon at any
particular time. In the event no liquid market exists for a particular futures
contract or option thereon in which the Fund maintains a position, it will not
be possible to effect a closing transaction in that contract or to do so at a
satisfactory price and the Fund would have to either make or take delivery under
the futures contract or, in the case of a written option, wait to sell the
underlying securities until the option expires or is exercised or, in

B-13

<PAGE>

the case of a purchased option, exercise the option. In the case of a
futures contract or an option on a futures contract which the Fund has written
and which the Fund is unable to close, the Fund would be required to maintain
margin deposits on the futures contract or option and to make variation margin
payments until the contract is closed.

Successful use of futures contracts and options thereon and forward
contracts by the Fund is subject to the ability of the investment adviser to
predict correctly movements in the direction of interest and foreign currency
rates. If the investment adviser's expectations are not met, the Fund would be
in a worse position than if a hedging strategy had not been pursued. For
example, if the Fund has hedged against the possibility of an increase in
interest rates which would adversely affect the price of securities in its
portfolio and the price of such securities increases instead, the Fund will lose
part or all of the benefit of the increased value of its securities because it
will have offsetting losses in its futures positions. In addition, in such
situations, if the Fund has insufficient cash to meet daily variation margin
requirements, it may have to sell securities to meet the requirements. These
sales may, but will not necessarily, be at increased prices which reflect the
rising market. The Fund may have to sell securities at a time when it is
disadvantageous to do so.

Pursuant to the requirements of the Commodity Exchange Act, as amended, all
U.S. futures contracts and options thereon must be traded on an exchange. Since
a clearing corporation effectively acts as the counterparty on every futures
contract and option thereon, the counterparty risk depends on the strength of
the clearing or settlement corporation associated with the exchange.
Additionally, although the exchanges provide a means of closing out a position
previously established, there can be no assurance that a liquid market will
exist for a particular contract at a particular time. In the case of options on
futures, if such a market does not exist, the Fund, as the holder of an option
on futures contracts, would have to exercise the option and comply with the
margin requirements for the underlying futures contract to realize any profit,
and if the Fund were the writer of the option, its obligation would not
terminate until the option expired or the Fund was assigned an exercise notice.

LIMITATIONS ON THE PURCHASE AND SALE OF FUTURES CONTRACTS AND OPTIONS
ON FUTURES CONTRACTS

The Fund will engage in transactions in futures contracts and options
thereon only for bona fide hedging, return enhancement and risk management
purposes, in each case in accordance with the rules and regulations of the CFTC,
and not for speculation.

In accordance with CFTC regulations, the Fund may not purchase or sell
futures contracts or options thereon for yield enhancement or risk management
purposes if immediately thereafter the sum of the amounts of initial margin
deposits on the Fund's existing futures and premiums paid for options on futures
would exceed 5% of the liquidation value of the Fund's total assets after taking
into account unrealized profits and unrealized losses on any such contracts;
provided, however, that in the case of an option that is in- the-money at the
time of the purchase, the in-the-money amount may be excluded in calculating the
5% limitation. The above restriction does not apply to the purchase and sale of
futures contracts and options thereon for bona fide hedging purposes. In
instances involving the purchase of futures contracts or call options thereon or
the writing of put options thereon by the Fund, an amount of liquid assets equal
to the market value of the futures contracts and options thereon (less any
related margin deposits), will be deposited in a segregated account with the
Fund's Custodian to cover the position, or alternative cover will be employed,
thereby insuring that the use of such instruments is unleveraged.

The Fund's purchase and sale of futures contracts and purchase and writing
of options on futures contracts will be for the purpose of protecting its
portfolio against anticipated future changes in interest rates or foreign
currency exchange which might otherwise either adversely affect the value of the
Fund's portfolio securities or adversely affect the prices of securities that
the Fund intends to purchase at a later date, to change the effective duration
of the Fund's portfolio and to enhance the Fund's return. The Fund expects that
in 75% of the transactions involving an anticipating hedge it will purchase
securities for its portfolio when it closes out its earlier purchase of futures
or call options thereon or put options it has written thereon. Under unusual
market conditions, however, the Fund may terminate any of such positions without
a corresponding purchase of securities. As an alternative to bona fide hedging
as defined by the CFTC, the Fund may comply with a different standard
established by CFTC rules with respect to futures contracts and options thereon
purchased by the Fund incidental to the Fund's activities in the securities
markets, under which the value of the assets underlying such positions will not
exceed the sum of (i) cash set aside in an identifiable manner or short-term
U.S. Government or other U.S. dollar denominated high-grade short-term debt
securities segregated for this purpose, (ii) cash proceeds on existing
investments due within thirty days and (iii) accrued profits on the particular
futures contract or option thereon.

In addition, CFTC regulations may impose limitations on the Fund's ability
to engage in certain yield enhancement and risk management strategies. There are
no limitations on the Fund's use of futures contracts and options on futures
contracts beyond the restrictions set forth above.

Although the Fund intends to purchase or sell futures and options on
futures only on exchanges where there appears to be an active market, there is
no guarantee that an active market will exist for any particular contract or at
any particular time. If there is not a liquid market at a particular time, it
may not be possible to close a futures position at such time, and, in the event
of adverse

B-14

<PAGE>

price movements, the Fund would continue to be required to make daily cash
payments of variation margin. However, when futures positions are used to hedge
portfolio securities, such securities will not be sold until the futures
positions can be liquidated. In such circumstances, an increase in the price of
securities, if any, may partially or completely offset losses on the futures
contracts.

ILLIQUID SECURITIES

The Fund may not hold more than 15% of its net assets in repurchase
agreements which have a maturity of longer than seven days or in other illiquid
securities, including securities that are illiquid by virtue of the absence of a
readily available market (either within or outside of the United States) or
legal or contractual restrictions on resale. Historically, illiquid securities
have included securities subject to contractual or legal restrictions on resale
because they have not been registered under the Securities Act of 1933, as
amended (Securities Act), securities which are otherwise not readily marketable
and repurchase agreements having a maturity of longer than seven days.
Securities which have not been registered under the Securities Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Mutual funds do not typically hold a
significant amount of these restricted or other illiquid securities because of
the potential for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and a mutual fund might be unable to dispose of restricted or other illiquid
securities promptly or at reasonable prices and might thereby experience
difficulty satisfying redemptions within seven days. A mutual fund might also
have to register such restricted securities in order to dispose of them
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities, convertible securities and corporate bonds and notes. Institutional
investors depend on an efficient institutional market in which the unregistered
security can be readily resold or on an issuer's ability to honor a demand for
repayment. The fact that there are contractual or legal restrictions on resale
to the general public or to certain institutions may not be indicative of the
liquidity of such investments.

Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. The investment adviser anticipates that the
market for certain restricted securities such as institutional commercial paper
and foreign securities will expand further as a result of this regulation and
the development of automated systems for the trading, clearance and settlement
of unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc.

Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act and commercial paper for which there is a readily available
market will not be deemed to be illiquid. The investment adviser will monitor
the liquidity of such restricted securities subject to the supervision of the
Board of Directors. In reaching liquidity decisions, the investment adviser will
consider, inter alia, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; and (4) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
the transfer). With respect to commercial paper that is issued in reliance on
Section 4(2) of the Securities Act, to be considered liquid (i) it must be rated
in one of the two highest rating categories by at least two nationally
recognized statistical rating organizations (NRSRO), or if only one NRSRO rates
the securities, by that NRSRO, or, if unrated, be of comparable quality in the
view of the investment adviser; and (ii) it must not be "traded flat" (i.e.,
without accrued interest) or in default as to principal or interest. Repurchase
agreements subject to demand are deemed to have a maturity equal to the notice
period.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements, wherein the seller agrees to
repurchase a security from the Fund at a mutually agreed-upon time and price.
The period of maturity is usually quite short, possibly overnight or a few days,
although it may extend over a number of months. The Fund does not currently
intend to invest in repurchase agreements whose maturity exceeds one year. The
resale price is in excess of the purchase price, reflecting an agreed-upon rate
of return effective for the period of time the Fund's money is invested in the
security. The Fund's repurchase agreements will at all times be fully
collateralized in an amount at least equal to the purchase price including
accrued interest earned on the underlying securities. The instruments held as
collateral are valued daily, and as the value of instruments declines, the Fund
will require additional collateral. If the seller defaults and the value of the
collateral securing the repurchase agreement declines, the Fund may incur a
loss.

The Fund participates in a joint repurchase account with other investment
companies managed by Prudential Mutual Fund Management, Inc. (PMF) pursuant to
an order of the Securities and Exchange Commission. On a daily basis, any
uninvested cash

B-15

<PAGE>

balances of the Fund may be aggregated with such of other investment
companies and invested in one or more repurchase agreements. Each fund
participates in the income earned or accrued in the joint account based on the
percentage of its investment.

PORTFOLIO TURNOVER

The Fund has no fixed policy with respect to portfolio turnover; however,
as a result of the Fund's investment policies, its annual portfolio turnover
rate may exceed 100% although the rate is not expected to exceed 250%. The
portfolio turnover rate is calculated by dividing the lesser of sales or
purchases of portfolio securities by the average monthly value of the Fund's
portfolio securities, excluding securities having a maturity at the date of
purchase of one year or less. High portfolio turnover may involve
correspondingly greater brokerage commissions and other transaction costs which
will be borne directly by the Fund. The Fund's portfolio turnover rate was 526%
and 441% for the fiscal years ended December 31, 1994 and 1993, respectively.
The Fund's portfolio turnover rate for the fiscal years ended December 31, 1994
and 1993 was high as a result of the Subadviser's attempt to minimize the impact
of rising yields in the global bond market on principal.

INVESTMENT RESTRICTIONS

The following restrictions are fundamental policies. Fundamental policies
are those which cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. A "majority of the Fund's
outstanding voting securities," when used in this Statement of Additional
Information, means the lesser of (i) 67% of the voting shares represented at a
meeting at which more than 50% of the outstanding voting shares are present in
person or represented by proxy or (ii) more than 50% of the outstanding voting
shares.

The Fund may not:

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

2. Make short sales of, or maintain a short position in, securities.

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

4. Buy or sell commodities, commodity contracts, real estate or
interests in real estate, except that the Fund may purchase and sell
futures, options on futures contracts and securities secured by real estate
or interests therein. Transactions in foreign currencies and forward
contracts and options on foreign currencies are not considered by the Fund
to be transactions in commodities or commodity contracts.

5. Make loans except through (i) repurchase agreements, and (ii), the
purchase of debt obligations and bank deposits.

6. Make investments for the purpose of exercising control or
management over the issuers of any investments.

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

8. Invest 25% or more of its assets in any one industry. For this
purpose "industry" does not include the U.S. Government, but does include
foreign government issuers.

In order to comply with certain state "blue sky" restrictions, the Fund
will not as a matter of operating policy:

1. Invest in oil, gas and mineral leases.

2. Invest in securities of any issuer if any officer or director of
the Fund or the Fund's Manager or Subadviser owns more than 1/2 of 1% of
the outstanding securities of such issuer, and such officers and directors
who own more than 1/2 of 1% own in the aggregate more than 5% of the
outstanding securities of such issuer.

B-16

<PAGE>

3. Purchase warrants if as a result the Fund would then have more than
5% of its assets (determined at the time of investment) invested in
warrants. Warrants will be valued at the lower of cost or market and
investment in warrants which are not listed on the New York Stock Exchange
or American Stock Exchange or a major foreign exchange will be limited to
2% of the Fund's net assets (determined at the time of investment). For
purposes of this limitation, warrants acquired in units or attached to
securities are deemed to be without value.

4. Purchase more than 10% of the outstanding voting securities of any
issuer.

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

6. Invest in securities of companies having a record, together with
predecessors, of less than three years of continuous operation, or
securities of issuers which are restricted as to disposition, if more than
15% of its total assets would be invested in such securities. This
restriction shall not apply to mortgage-backed securities, asset-backed
securities or obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

7. Purchase or sell real property (including limited partnership
interests), excluding readily available interests in real estate investment
trusts or readily marketable securities of companies which invest in real
estate.

Whenever any fundamental investment policy or investment restriction states
a maximum percentage of the Fund's assets, it is intended that if the percentage
limitation is met at the time the investment is made, a later change in
percentage resulting from changing total or net asset values will not be
considered a violation of such policy. However, in the event that the Fund's
asset coverage for borrowings falls below 300%, the Fund will take prompt action
to reduce its borrowings, as required by applicable law.
<TABLE>
<CAPTION>

DIRECTORS AND OFFICERS

POSITION PRINCIPAL OCCUPATIONS AND
NAME, ADDRESS AND AGE WITH THE FUND OTHER AFFILIATIONS
- --------------------- ------------- -------------------------
<S> <C> <C>
Edward D. Beach (71) Director President and Director of BMC Fund, Inc., a closed-end investment
800 Golfview Park company; prior thereto, Vice Chairman of Broyhill Furniture
Lenoir, NC 28645 Industries, Inc.; Certified Public Accountant; Secretary and
Treasurer of Broyhill Family Foundation Inc.; Member of the Board
of Trustees of Mars Hill College; President, Director and
Treasurer of First Financial Fund, Inc. and The High Yield Plus
Fund, Inc.

*Harry A. Jacobs, Jr. (74) Director Senior Director (since January 1986) of Prudential Securities;
One Seaport Plaza formerly Interim Chairman and Chief Executive Officer of Prudential
New York, NY Mutual Fund Management, Inc. (PMF) (June-September 1993);
Chairman of the Board of Prudential Securities (1982-1985) and
Chairman of the Board and Chief Executive Officer of Bache Group Inc.
(1977-1982); Director of The First Australia Fund, Inc. and The First
Australia Prime Income Fund, Inc.; Trustee of the Trudeau Institute.

Donald D. Lennox (76) Director Chairman (since February 1990) and Director (since April 1989) of
c/o Prudential Mutual Fund International Imaging Materials, Inc.; Retired Chairman, Chief
Management, Inc. Executive Officer and Director of Schlegel Corporation
One Seaport Plaza (industrial manufacturing) (March 1987-February 1989); Director
New York, NY of Gleason Corporation, Personal Sound Technologies, Inc., and
The High Yield Income Fund, Inc.

Douglas H. McCorkindale (56) Director Vice Chairman, Gannett Co. Inc. (publishing and media) (since March
c/o Prudential Mutual Fund 1984); Director of Continental Airlines, Inc., Gannett Co. Inc.
Management, Inc. and Frontier Corporation.
One Seaport Plaza
New York, NY
</TABLE>

B-17

<PAGE>

DIRECTORS AND OFFICERS

POSITION PRINCIPAL OCCUPATIONS AND
NAME, ADDRESS AND AGE WITH THE FUND OTHER AFFILIATIONS
- --------------------- ------------- -------------------------
<S> <C> <C>

Thomas T. Mooney (54) Director President of the Greater Rochester Metro Chamber of Commerce; former
55 St. Paul Street Rochester City Manager; Trustee for Center for Governmental
Rochester, NY Research, Inc.; Director of Blue Cross of Rochester, Monroe
County Water Authority, Rochester Jobs Inc., Northeast-Midwest
Institute, The Business Council of New York State, Executive
Service Corps of Rochester, Monroe County Industrial Development
Corporation, First Financial Fund, Inc. and The High Yield Plus
Fund, Inc.

*Richard A. Redeker (52) President President, Chief Executive Officer and Director (since October
One Seaport Plaza and 1993), PMF; Executive Vice President, Director and Member of the
New York, NY Director Operating Committee (since October 1993), Prudential Securities;
Director (since October 1993) of Prudential Securities Group, Inc. (PSG);
Executive Vice President, The Prudential Investment Corporation
(PIC) (since July 1994); Director (since January 1994) of
Prudential Mutual Fund Distributors, Inc. (PMFD) and Prudential
Mutual Fund Services, Inc. (PMFS); formerly Senior Executive Vice
President and Director of Kemper Financial Services, Inc.
(September 1978-September 1993); President and Director of The
High Yield Income Fund, Inc.

Louis A. Weil, III (54) Director Publisher and Chief Executive Officer, Phoenix Newspapers, Inc.
c/o Prudential Mutual Fund (since August 1991); Director of Central Newspapers, Inc. (since
Management, Inc. September 1991); prior thereto, Publisher of Time Magazine (May
One Seaport Plaza 1989-March 1991); formerly President, Publisher and Chief
New York, NY Executive Officer of The Detroit News (February 1986-August 1989);
formerly member of the Advisory Board, Chase Manhattan
Bank-Westchester.

Robert F. Gunia (49) Vice Chief Administrative Officer (since July 1990), Director (since
One Seaport Plaza President January 1989) and Executive Vice President, Treasurer and Chief
New York, NY Financial Officer of PMF; Senior Vice President (since March 1987)
of Prudential Securities; Executive Vice President, Treasurer,
Comptroller and Director (since March 1991) of PMFD; Director
(since June 1987) of PMFS; Vice President and Director of
The Asia Pacific Fund, Inc. (since May 1989).

Susan C. Cote (40) Treasurer and Chief Operating Officer and Managing Director, Prudential Investment
751 Broad Street Principal Advisors, and Vice President, The Prudential Investment Officer
Newark, NJ Financial and (since February 1995); Senior Vice President (January 1989-January 1995)
Accounting of PMF; Senior Vice President (January 1992-January 1995) and Vice President
Officer (January 1986-December 1991) of Prudential Securities.

Stephen M. Ungerman (42) Assistant First Vice President of PMF (since February 1993). Prior thereto,
One Seaport Plaza Treasurer Senior Tax Manager at Price Waterhouse.
New York, NY

S. Jane Rose (49) Secretary Senior Vice President (since January 1991) and Senior Counsel and
One Seaport Plaza First Vice President (June 1987-December 1990) of PMF; Senior
New York, NY Vice President and Senior Counsel of Prudential Securities (since
July 1992); formerly Vice President and Associate General Counsel
of Prudential Securities.

</TABLE>

B-18

<PAGE>

DIRECTORS AND OFFICERS

POSITION PRINCIPAL OCCUPATIONS AND
NAME, ADDRESS AND AGE WITH THE FUND OTHER AFFILIATIONS
- --------------------- ------------- -------------------------
<S> <C> <C>

Marguerite E. H. Morrison (39) Assistant Vice President and Associate General Counsel (since June 1991) of
One Seaport Plaza Secretary PMF; Vice President and Associate General Counsel of Prudential
New York, NY Securities.

</TABLE>

* "Interested" Director, as defined in the Investment Company Act, by reason
of his affiliation with Prudential Securities or PMF.

Directors and officers of the Fund are also trustees, directors and
officers of some or all of the other investment companies distributed by
Prudential Securities or Prudential Mutual Fund Distributors, Inc. (PMFD).

The officers conduct and supervise the daily business operations of the
Fund, while the Directors, in addition to their functions set forth under
"Manager" and "Distributor," review such actions and decide on general policy.

The Fund pays each of its Directors who is not an affiliated person of the
investment adviser annual compensation of $10,000, plus $1,250 for each Board
meeting attended in person in addition to certain out-of-pocket expenses.
Directors received $1,000 in out-of-pocket expenses for the fiscal year ended
December 31, 1994. Directors may receive their Directors' fees pursuant to a
deferred fee agreement with the Fund. Under the terms of the agreement, the Fund
accrues daily the amount of such Directors' fees which accrue interest at a rate
equivalent to the prevailing rate applicable to 90-day U.S. Treasury bills at
the beginning of each calendar quarter or, pursuant to an SEC exemptive order,
at the daily rate of return of the Fund. Payment of the interest so accrued is
also deferred and accruals become payable at the option of the Director. The
Fund's obligation to make payments of deferred Board of Directors' fees,
together with interest thereon, is a general obligation of the Fund.

The Directors have adopted a retirement policy which calls for the
retirement of Directors on December 31 of the year in which they reach the age
of 72, except that retirement is being phased in for Directors who were age 68
or older as of December 31, 1993. Under this phase-in provision, Messrs. Beach,
Jacobs and Lennox are scheduled to retire on December 31, 1999, 1998 and 1997,
respectively.

Pursuant to the terms of the Management Agreement with the Fund, the
Manager pays all compensation of officers and employees of the Fund as well as
the fees and expenses of all Directors of the Fund who are affiliated persons of
the Manager.

The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Manager for the fiscal year
ended December 31, 1995 and the aggregate compensation paid to such Directors
for service on the Fund's Board and that of all other investment companies
registered under the Investment Company Act of 1940 managed by Prudential Mutual
Fund Management, Inc. (Fund Complex) for the calendar year ended December 31,
1994.

TOTAL
PENSION OR COMPENSATION
RETIREMENT ESTIMATED FROM FUND
AGGREGATE BENEFITS ACCRUED ANNUAL AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID
NAME AND POSITION FROM FUND EXPENSES RETIREMENT TO DIRECTORS
----------------- ------------ ---------------- ------------- -------------
<S> <C> <C> <C> <C>

Edward D. Beach, Director ........................... $18,750 None N/A [$159,000(20/41)**
Donald D. Lennox--Director .......................... 18,750 None N/A 90,000(10/22)**
Douglas H. McCorkindale--Director ................... 18,750 None N/A 60,000( 7/10)**
Thomas T. Mooney, Director .......................... 18,750 None N/A 114,000(15/36)**
Louis A. Weil III--Director ......................... 18,750 None N/A 97,500(12/17)**]
</TABLE>
- ---------------
** Indicates number of funds/portfolios in Fund Complex (including the Fund)
to which aggregate compensation relates.

As of December 28, 1995, the Directors and officers of the Fund as a group
owned less than 1% of the outstanding common stock of the Fund.

As of December 28,1995, Prudential Securities was record holder of
6,094,799 shares (or 13% of the outstanding shares), of the Fund. In the
event of any meetings of shareholders, Prudential Securities will forward, or
cause the forwarding of, proxy materials to the beneficial owners for which it
is the record holder. As of December 28, 1995, Lowe, Brockenbrough & Tattersall,
Inc. (Lowe Brockenbrough), a registered investment advisor, whose business
address is 6620 West Broad Street, Suite 300, Richmond, Virginia 23230-1720,
held in the aggregate 5,734,100 shares of the Fund's common stock representing
approximately 12.5% of the Fund's total outstanding common stock entitled to
vote. Lowe Brockenbrough held such shares on behalf of investment advisory
clients with sole voting power and shared power to sell.

B-19

<PAGE>

MANAGER

The manager of the Fund is Prudential Mutual Fund Management, Inc. (PMF or
the Manager), One Seaport Plaza, New York, New York 10292. PMF serves as manager
to all of the other investment companies that, together with the Fund, comprise
the "Prudential Mutual Funds." See "How the Fund is Managed" in the Prospectus.
As of December 31, 1995, PMF managed and/or administered open-end and closed-end
management investment companies with assets of approximately $50 billion.
According to the Investment Company Institute, as of September 30, 1995, the
Prudential Mutual Funds were the 13th largest family of mutual funds in the
United States.

PMF is a subsidiary of Prudential Securities Incorporated and The
Prudential Insurance Company of America (Prudential). PMF has three wholly-owned
subsidiaries: Prudential Mutual Fund Distributors, Inc., Prudential Mutual Fund
Services, Inc. (PMFS or the Transfer Agent) and Prudential Mutual Fund
Investment Management, Inc. PMFS serves as the transfer agent for the Prudential
Mutual Funds and in addition, provides customer service, recordkeeping and
management and administration services to qualified plans.

Pursuant to the Management Agreement with the Fund (the Management
Agreement), PMF, subject to the supervision of the Fund's Board of Directors and
in conformity with the stated policies of the Fund, manages both the investment
operations of the Fund and the composition of the Fund's portfolio, including
the purchase, retention, disposition and loan of securities. In connection
therewith, PMF is obligated to keep certain books and records of the Fund. PMF
also administers the Fund's corporate affairs and, in connection therewith,
furnishes the Fund with office facilities, together with those ordinary clerical
and bookkeeping services which are not being furnished by State Street Bank and
Trust Company, the Fund's custodian, and Transfer Agent. The management services
of PMF for the Fund are not exclusive under the terms of the Management
Agreement and PMF is free to, and does, render management services to others.

For its services, PMF receives, pursuant to the Management Agreement, a fee
at an annual rate of .75 of 1% of the Fund's average daily net assets up to US
$1 billion, and .70 of 1% of such assets in excess of US $1 billion. The fee is
computed daily and payable monthly. The Management Agreement also provides that,
in the event the expenses of the Fund (including the fees of PMF, but excluding
interest, taxes, brokerage commissions, distribution fees and litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business) for any fiscal year exceed the lowest
applicable annual expense limitation established and enforced pursuant to the
statutes or regulations of any jurisdiction in which the Fund's shares are
qualified for offer and sale, the compensation due to PMF will be reduced by the
amount of such excess. Reductions in excess of the total compensation payable to
PMF will be paid by PMF to the Fund. Currently, the Fund believes that the most
restrictive expense limitation of state securities commissions is 2-1/2% of the
Fund's average daily net assets up to $30 million, 2% of the next $70 million of
such assets and 1-1/2% of such assets in excess of $100 million.

In connection with its management of the business affairs of the Fund, PMF
bears the following expenses:

(a) the salaries and expenses of all of its and the Fund's personnel except
the fees and expenses of members of the Board of Directors who are not
affiliated persons of PMF or the Fund's investment adviser;

(b) all expenses incurred by PMF or by the Fund in connection with managing
the ordinary course of the Fund's business, other than those assumed by the Fund
as described below; and

(c) the costs and expenses payable to PIC pursuant to the subadvisory
agreement between PMF and PIC (the Subadvisory Agreement).

Under the terms of the Management Agreement, the Fund is responsible for
the payment of the following expenses: (a) the fees payable to the Manager, (b)
the fees and expenses of Directors who are not affiliated persons of the Manager
or the Fund's investment adviser, (c) the fees and certain expenses of the
Custodian and Transfer Agent, including the cost of providing records to the
Manager in connection with its obligation of maintaining required records of the
Fund and of pricing the Fund's shares, (d) the charges and expenses of legal
counsel and independent accountants for the Fund, (e) brokerage commissions and
any issue or transfer taxes chargeable to the Fund in connection with its
securities transactions, (f) all taxes and corporate fees payable by the Fund to
governmental agencies, (g) the fees of any trade associations of which the Fund
may be a member, (h) the cost of stock certificates representing shares of the
Fund, (i) the cost of fidelity and liability insurance, (j) certain organization
expenses of the Fund and the fees and expenses involved in registering and
maintaining registration of the Fund and of its shares with the Securities and
Exchange Commission, registering the Fund and qualifying its shares under state
securities laws, including the preparation and printing of the Fund's
registration statements and prospectuses for such purposes, (k) allocable
communications expenses with respect to investor services and all expenses of
shareholders' and Board of Directors' meetings and of preparing, printing and
mailing reports, proxy statements and prospectuses to shareholders in the amount
necessary for distribution to the shareholders, (l) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business and (m) distribution fees.

B-20

<PAGE>

The Management Agreement provides that PMF will not be liable for any error
of judgment or for any loss suffered by the Fund in connection with the matters
to which the Management Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard of duty. The
Management Agreement provides that it will terminate automatically if assigned,
and that it may be terminated without penalty by either party upon not more than
60 days' nor less than 30 days' written notice. The Management Agreement will
continue in effect for a period of more than two years from the date of
execution only so long as such continuance is specifically approved at least
annually in conformity with the Investment Company Act. The Management Agreement
was last approved by the Board of Directors of the Fund, including a majority of
the Directors who are not parties to the contract or interested persons of any
such party as defined in the Investment Company Act, on May 3, 1995 and by
shareholders of the Fund on April 28, 1988.

PMF earned management fees of $2,490,259, $2,719,621 and $2,746,726 for the
fiscal years ended December 31, 1994, 1993 and 1992, respectively.

PMF has entered into the Subadvisory Agreement with PIC (the Subadviser), a
wholly-owned subsidiary of Prudential. The Subadvisory Agreement provides that
PIC will furnish investment advisory services in connection with the management
of the Fund. In connection therewith, PIC is obligated to keep certain books and
records of the Fund; PMF continues to have responsibility for all investment
advisory services pursuant to the Management Agreement and supervises PIC's
performance of such services. PIC is reimbursed by PMF for the reasonable costs
and expenses incurred by PIC in furnishing services to PMF. Investment advisory
services are provided to the Fund by a unit of the Subadviser, known as
Prudential Mutual Fund Investment Management.

The Subadviser maintains a credit unit which provides credit analysis and
research on taxable fixed-income securities. The portfolio manager routinely
consults with the credit unit in managing the Fund's portfolio. The credit unit
reviews on an ongoing basis issuers of taxable fixed-income obligations,
including prospective purchases and portfolio holdings of the Fund. Credit
analysts have broad access to research and financial reports, data retrieval
services and industry analysts.

Credit analysts review financial statements published by corporate (and
governmental) issuers to examine income statements, balance sheets and cash flow
numbers. They evaluate this data against their expectations of sales, earnings
growth and trends in credit ratios. They study the impact of economic,
regulatory and political developments on companies and industries and look at
the relative value of companies. They are in regular communication both in
person and by telephone with company management, Wall Street analysts and rating
agencies.

The Subadvisory Agreement was last approved by the Board of Directors,
including a majority of the Board of Directors who are not parties to the
contract or interested persons of any such party as defined in the Investment
Company Act, on May 4, 1995 and was approved by shareholders of the Fund on
April 28, 1988.

The Subadvisory Agreement provides that it will terminate in the event of
its assignment (as defined in the Investment Company Act) or upon the
termination of the Management Agreement. The Subadvisory Agreement may be
terminated by the Fund, PMF or PIC upon not more than 60 days' nor less than 3O
days' written notice. The Subadvisory Agreement provides that it will continue
in effect for a period of more than two years from its execution only so long as
such continuance is specifically approved at least annually in accordance with
the requirements of the Investment Company Act.

The Manager and Subadviser are subsidiaries of Prudential, which is one of
the largest diversified financial services institutions in the world and, based
on total assets, the largest insurance company in North America as of December
31, 1994. Its primary business is to offer a full range of products and services
in three areas: insurance, investments and home ownership for individuals and
families; health-care management and other benefit programs for employees of
companies and members of groups; and asset management for institutional clients
and their associates. Prudential (together with its subsidiaries) employs nearly
100,000 persons worldwide, and maintains a sales force of approximately 19,000
agents, 3,400 insurance brokers and 6,000 financial advisors. It insures or
provides other financial services to more than 50 million people worldwide.
Prudential is a major issuer of annuities, including variable annuities.
Prudential seeks to develop innovative products and services to meet consumer
needs in each of its business areas. For the year ended December 31, 1994,
Prudential through its subsidiaries provided financial services to more than 50
million people worldwide--more than one of every five people in the United
States. As of December 31, 1994, Prudential through its subsidiaries provided
automobile insurance for more than 1.8 million cars and insured more than 1.5
million homes. For the year ended December 31, 1994, The Prudential Bank, a
subsidiary of Prudential, served 940,000 customers in 50 states providing credit
card services and loans totaling more than $1.2 billion. Assets held by
Prudential Securities Incorporated (PSI) for its clients totaled approximately
$150 billion at December 31, 1994. During 1994, over 28,000 new customer
accounts were opened each month at PSI. The Prudential Real Estate Affiliates,
the fourth largest real estate brokerage network in the United States, has more
than 34,000 brokers and agents and more than 1,100 offices in the United States.

B-21

<PAGE>

Based on data for the period from January 1, 1995 to September 30, 1995 for
the Prudential Mutual Funds, on an average day, there are approximately $80
million in common stock transactions, over 150 million in bond transactions and
over $3.1 billion in money market transactions. In 1994, the Prudential Mutual
Funds effected more than 40,000 trades in money market securities and held on
average $20 billion of money market securities. Based on complex-wide data for
the period from January 1, 1995 to September 30, 1995, on an average day, over
7,000 shareholders telephoned Prudential Mutual Fund Services Inc., the Transfer
Agent of the Prudential Mutual Funds, on the Prudential Mutual Funds' toll-free
number. On an annual basis, that represents approximately 1.8 million telephone
calls answered.

From time to time, there may be media coverage of portfolio managers and
other investment professionals associated with the Manager and the Subadviser in
national and regional publications, or television and in other media.
Additionally, individual mutual fund portfolios are frequently cited in surveys
conducted by national and regional publications and media organizations such as
The Wall Street Journal, The New York Times, Barron's and USA Today.

DISTRIBUTOR

Prudential Securities, One Seaport Plaza, New York, New York 10292 acts as
the distributor of the Fund's shares.

Pursuant to separate Distribution and Service Plans (the Class A Plan, the
Class B Plan and the Class C Plan, collectively the Plans) adopted by the Fund
under Rule 12b-1 under the Investment Company Act and a separate distribution
agreement (the Distribution Agreement), Prudential Securities (the Distributor)
incurs the expenses of distributing the Fund's Class A, Class B and Class C
shares. See "How the Fund is Managed--Distributor" in the Prospectus.

Prior to January 15, 1996, the Fund operated as a closed-end fund and
offered only one class of shares (the then existing Class A shares). On
September 13, 1995, the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Class A Plan or in any
agreement related to either Plan (the Rule 12b-1 Directors), at a meeting called
for the purpose of voting on the Class A Plan, adopted a plan of distribution
for the Class A shares of the Fund. The Class A Plan was approved by
shareholders of the Fund on December 6, 1995. On September 13, 1995, the Rule
12b-1 Directors, at a meeting called for the purpose of voting on the Class B
and Class C Plans, adopted plans of distribution for the Class B and Class C
shares of the Fund. The Class B and Class C Plans were approved by the sole
shareholder of each Class on January 15, 1996.

The Plans continue in effect from year to year, provided that each such
continuance is approved at least annually by a vote of the Board of Directors,
including a majority vote of the Rule 12b-1 Directors, cast in person at a
meeting called for the purpose of voting on such continuance. The Plans may be
terminated at any time, without penalty, by the vote of a majority of the Rule
12b-1 Directors or by the vote of the holders of a majority of the outstanding
shares of the Fund on not more than 30 days' written notice to any other party
to the Plans. The Plans may not be amended to increase materially the amounts to
be spent for the services described therein without approval by the shareholders
of the applicable class (by both Class A and Class B shareholders, voting
separately, in the case of material amendments to the Class A Plan), and all
material amendments are required to be approved by the Board of Directors in the
manner described above. Each Plan will automatically terminate in the event of
its assignment. The Fund will not be contractually obligated to pay expenses
incurred under any Plan if they are terminated or not continued.

Pursuant to the Plan, the Board of Directors will review at least quarterly
a written report of the distribution expenses incurred on behalf of each class
of shares of the Fund by the Distributor. The report will include an itemization
of the distribution expenses and the purposes of such expenditures. In addition,
as long as the Plans remain in effect, the selection and nomination of Rule
12b-1 Directors shall be committed to the Rule 12b-1 Directors.

Pursuant to the Distribution Agreement, the Fund has agreed to indemnify
Prudential Securities to the extent permitted by applicable law against certain
liabilities under the Securities Act of 1933. The Distribution Agreement was
approved by the Board of Directors, including a majority of the Rule 12b-1
Directors, on September 13, 1995.

On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators in 51 jurisdictions and the NASD to resolve
allegations that PSI sold interests in more than 700 limited partnerships (and a
limited number of other types of securities) from January 1, 1980 through
December 31, 1990, in violation of securities laws to persons for whom such
securities were not suitable in light of the individuals' financial condition or
investment objectives. It was also alleged that the safety, potential returns
and liquidity of the investments had been misrepresented. The limited
partnerships principally involved real estate, oil and gas producing properties
and aircraft leasing ventures. The SEC Order (i) included findings that PSI's
conduct violated the federal securities laws and that an order issued by the SEC
in 1986 requiring PSI to adopt, implement and maintain certain supervisory
procedures had not been complied with; (ii) directed PSI to cease and desist
from violating the federal securities laws and imposed a $10 million civil
penalty; and (iii) required PSI to adopt certain remedial measures including the
establishment of a Compliance Committee of its Board of Directors. Pursuant to
the terms of the SEC settlement, PSI established

B-22

<PAGE>

a settlement fund in the amount of $330,000,000 and procedures, overseen by
a court approved Claims Administrator, to resolve legitimate claims for
compensatory damages by purchasers of the partnership interests. PSI has agreed
to provide additional funds, if necessary, for that purpose. PSI's settlement
with the state securities regulators included an agreement to pay a penalty of
$500,000 per jurisdiction. PSI consented to a censure and to the payment of a
$5,000,000 fine in settling the NASD action. In setting the above referenced
matters, PSI neither admitted nor denied the allegations asserted against it.

On January 18, 1994, PSI agreed to the entry of a Final Consent Order and a
Parallel Consent Order by the Texas Securities Commissioner. The firm also
entered into a related agreement with the Texas Securities Commissioner. The
allegations were that the firm had engaged in improper sales practices and other
improper conduct resulting in pecuniary losses and other harm to investors
residing in Texas with respect to purchases and sales of limited partnership
interests during the period of January 1, 1980 through December 31, 1990.
Without admitting or denying the allegations, PSI consented to a reprimand,
agreed to cease and desist from future violations, and to provide voluntary
donations to the State of Texas in the aggregate amount of $1,500,000. The firm
agreed to suspend the creation of new customer accounts, the general
solicitation of new accounts, and the offer for sale of securities in or from
PSI's North Dallas office to new customers during a period of twenty consecutive
business days, and agreed that its other Texas offices would be subject to the
same restrictions for a period of five consecutive business days. PSI also
agreed to institute training programs for its securities salesmen in Texas.

On October 27, 1994, Prudential Securities Group, Inc. and PSI entered into
agreements with the United States Attorney deferring prosecution (provided PSI
complies with the terms of the agreement for three years) for any alleged
criminal activity related to the sale of certain limited partnership programs
from 1983 to 1990. In connection with these agreements, PSI agreed to add the
sum of $330,000,000 to the Fund established by the SEC and executed a
stipulation providing for a reversion of such funds to the United States Postal
Inspection Service. PSI further agreed to obtain a mutually acceptable outside
director to sit on the Board of Directors of PSG and the Compliance Committee of
PSI. The new director will also serve as an independent "ombudsman" whom PSI
employees can call anonymously with complaints about ethics and compliance.
Prudential Securities shall report any allegations or instances of criminal
conduct and material improprieties to the new director. The new director will
submit compliance reports which shall identify all such allegations or instances
of criminal conduct and material improprieties every three months for a
three-year period.

NASD MAXIMUM SALES CHARGE RULE. Pursuant to rules of the NASD, the
Distributor is required to limit aggregate initial sales charges, deferred sales
charges and asset-based sales charges to 6.25% of total gross sales of each
class of shares. Interest charges on unreimbursed distribution expenses equal to
the prime rate plus one percent per annum may be added to the 6.25% limitation.
Sales from the reinvestment of dividends and distributions are not included in
the calculation of the 6.25% limitation. The annual asset-based sales charge on
shares of the Fund may not exceed .75 of 1% per class. The 6.25% limitation
applies to each class of the Fund rather than on a per shareholder basis. If
aggregate sales charges were to exceed 6.25% of total gross sales of any class,
all sales charges on shares of that class would be suspended.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Manager is responsible for decisions to buy and sell securities,
futures contracts and options on such securities and futures for the Fund, the
selection of brokers, dealers and futures commission merchants to effect the
transactions and the negotiation of brokerage commissions, if any. (For purposes
of this section, the term "Manager" includes the Subadviser.) On a national
securities exchange, broker-dealers may receive negotiated brokerage commissions
on Fund portfolio transactions, including options, futures, and options on
futures transactions and the purchase and sale of underlying securities upon the
exercise of options. On a foreign securities exchange, commissions may be fixed.
Orders may be directed to any broker or futures commission merchant including,
to the extent and in the manner permitted by applicable law, Prudential
Securities and its affiliates.

In the over-the-counter market, securities are generally traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments and agency securities may be purchased directly from the
issuer, in which case no commissions or discounts are paid. The Fund will not
deal with Prudential Securities in any transaction in which Prudential
Securities acts as principal. Thus, it will not deal in over-the-counter market
with Prudential Securities acting as market maker, and it will not execute a
negotiated trade with Prudential Securities if execution involves Prudential
Securities' acting as principal with respect to any part of the Fund's order.

In placing orders for portfolio securities of the Fund, the Manager is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that the Manager will seek to execute each
transaction at a price and commission, if any, which provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. While the

B-23

<PAGE>

Manager generally seeks reasonably competitive spreads or commissions, the Fund
will not necessarily be paying the lowest spread or commission available. Within
the framework of this policy, the Manager will consider the research and
investment services provided by brokers, dealers or futures commission merchants
who effect or are parties to portfolio transactions of the Fund, the Manager or
the Manager's other clients. Such research and investment services are those
which brokerage houses customarily provide to institutional investors and
include statistical and economic data and research reports on particular
companies and industries. Such services are used by the Manager in connection
with all of its investment activities, and some of such services obtained in
connection with the execution of transactions for the Fund may be used in
managing other investment accounts. Conversely, brokers, dealers or futures
commission merchants furnishing such services may be selected for the execution
of transactions of such other accounts, whose aggregate assets are far larger
than the Fund, and the services furnished by such brokers, dealers or futures
commission merchants may be used by the Manager in providing investment
management for the Fund. Commission rates are established pursuant to
negotiations with the broker, dealer or futures commission merchant based on the
quality and quantity of execution services provided by the broker, dealer or
futures commission merchant in the light of generally prevailing rates. The
Manager's policy is to pay higher commissions to brokers and futures commission
merchants, other than Prudential Securities, for particular transactions than
might be charged if a different broker had been selected, on occasions when, in
the Manager's opinion, this policy furthers the objective of obtaining best
price and execution. In addition, the Manager is authorized to pay higher
commissions on brokerage transactions for the Fund to brokers and futures
commission merchants other than Prudential Securities in order to secure
research and investment services described above, subject to review by the
Fund's Board of Directors from time to time as to the extent and continuation of
this practice. The allocation of orders among brokers and futures commission
merchants and the commission rates paid are reviewed periodically by the Fund's
Board of Directors. Portfolio securities may not be purchased from any
underwriting or selling syndicate of which Prudential Securities (or any
affiliate), during the existence of the syndicate, is a principal underwriter
(as defined in the Investment Company Act), except in accordance with rules of
the Securities and Exchange Commission. This limitation, in the opinion of the
Fund, will not significantly affect the Fund's ability to pursue its present
investment objective. However, in the future, in other circumstances, the Fund
may be at a disadvantage because of this limitation in comparison to other funds
with similar objectives but not subject to such limitations.

Subject to the above considerations, Prudential Securities (or any
affiliate) may act as a broker or futures commission merchant for the Fund. In
order for Prudential Securities (or any affiliate) to effect any portfolio
transactions for the Fund, the commissions, fees or other remuneration received
by Prudential Securities (or any affiliate) must be reasonable and fair compared
to the commissions, fees or other remuneration paid to other such brokers or
futures commission merchants in connection with comparable transactions
involving similar securities or futures contracts being purchased or sold on an
exchange or board of trade during a comparable period of time. This standard
would allow Prudential Securities (or any affiliate) to receive no more than the
remuneration which would be expected to be received by an unaffiliated broker or
futures commission merchant in a commensurate arm's-length transaction.
Furthermore, the Board of Directors of the Fund, including a majority of the
non-interested Directors, have adopted procedures which are reasonably designed
to provide that any commissions, fees or other remuneration paid to Prudential
Securities (or any affiliate) are consistent with the foregoing standard. In
accordance with Section 11(a) of the Securities Exchange Act of 1934, Prudential
Securities may not retain compensation for effecting transactions on a national
securities exchange for the Fund unless the Fund has expressly authorized the
retention of such compensation. Prudential Securities must furnish to the Fund
at least annually a statement setting forth the total amount of all compensation
retained by Prudential Securities for transactions effected by the Fund during
the applicable period. Brokerage transactions with Prudential Securities (or any
affiliate) are also subject to such fiduciary standards as may be imposed upon
Prudential Securities (or such affiliates) by applicable law.

The Fund paid no brokerage commissions to Prudential Securities for the
fiscal years ended December 31, 1994, 1993 and 1992.

PURCHASE AND REDEMPTION OF FUND SHARES

Shares 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). See "Shareholder Guide--How
to Buy Shares of the Fund" in the Prospectus.

Each class of shares represents an interest in the same portfolio of
investments of the Fund and has the same rights, except that (i) each class
bears the separate expenses of its Rule 12b-1 distribution and service plan,
(ii) each class has exclusive voting rights with respect to its plan (except
that the Fund has agreed with the Securities and Exchange Commission in
connection with the offering of a conversion feature on Class B shares to submit
any amendment of the Class A distribution and service plan to both Class A and
Class B shareholders) and (iii) only Class B shares have a conversion feature.
See "Distributor." Each class also has separate exchange privileges. See
"Shareholder Investment Account--Exchange Privilege."

B-24

<PAGE>

SPECIMEN PRICE MAKE-UP

Under the current distribution arrangements between the Fund and the
Distributor, Class A* shares of the Fund are sold at a maximum sales charge of
4% and Class B* and Class C* shares are sold at net asset value. Using the
Fund's net asset value at June 30, 1995, the maximum offering price of the
Fund's shares is as follows:

CLASS A

Net asset value and redemption price per Class A share ......... $7.59
Maximum sales charge (4.0% of offering price) .................. .32
-----
Offering price to public ....................................... $7.91
=====
CLASS B
Net asset value, offering price and redemption
price per Class B share* ..................................... $7.59
=====
CLASS C
Net asset value, offering price and redemption
price per Class C share* ..................................... $7.59
=====

- ----------------
* 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 B and Class C shares did not exist on June 30,
1995 and the Fund operated as a closed-end fund.

REDUCTION AND WAIVER OF INITIAL SALES CHARGES--CLASS A SHARES

COMBINED PURCHASE AND CUMULATIVE PURCHASE PRIVILEGE. If an investor or
eligible group of related investors purchases Class A shares of the Fund
concurrently with Class A shares of other Prudential Mutual Funds, the purchases
may be combined to take advantage of the reduced sales charges applicable to
larger purchases. See the table of breakpoints under "Shareholder
Guide--Alternative Purchase Plan in the Prospectus.

An eligible group of related Fund investors includes any combination of the
following:

(a) an individual;

(b) the individual's spouse, their children and their parents;

(d) any company controlled by the individual (a person, entity or group
that holds 25% or more of the outstanding voting securities of a
company will be deemed to control the company, and a partnership will
be deemed to be controlled by each of its general partners);

(e) a trust created by the individual, the beneficiaries of which are
the individual, his or her spouse, parents or children;

(f) a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act account
created by the individual or the individual's spouse; and

(g) one or more employee benefit plans of a company controlled by an
individual.

In addition, an eligible group of related Fund investors may include a
employer (or group of related employers) and one or more qualified retirement
plans of such employer or employers (an employer controlling, controlled by or
under common control with another employer is deemed related to that employer).

The Distributor must be notified at the time of purchase that the investor
is entitled to a reduced sales charge. The reduced sales charges will be granted
subject to confirmation of the investor's holdings. The Combined Purchase and
Cumulative Purchase Privilege does not apply to individual participants in any
retirement or group plans.

RIGHTS OF ACCUMULATION. Reduced sales charges are also available through
Rights of Accumulation, under which an investor or an eligible group of related
investors, as described above under "Combined Purchase and Cumulative Purchase
Privilege," may aggregate the value of their existing holdings of shares of the
Fund and shares of other Prudential Mutual Funds (excluding money market funds
other than those acquired pursuant to the exchange privilege) to determine the
reduced sales charge. However, the value of shares held directly with the
Transfer Agent and through Prudential Securities will not be aggregated to
determine the reduced sales charge. All shares must be held either directly with
the Transfer Agent or through Prudential Securities. The value of existing
holdings for purposes of determining the reduced sales charge is calculated
using the maximum offering price (net asset value plus maximum sales charge) as
of the previous business day. See "Net Asset Value" in the Prospectus. The
Distributor must be notified at the time of purchase that the investor is
entitled to a reduced sales charge. The reduced sales charges will be granted
subject to confirmation of the investor's holdings. Rights of accumulation are
not available to individual participants in any retirement or group plans.

B-25

<PAGE>

LETTER OF INTENT. Reduced sales charges are available to investors (or an
eligible group of related investors), including retirement and group plans, who
enter into a written Letter of Intent providing for the purchase, within a
thirteen-month period, of shares of the Fund and shares of other Prudential
Mutual Funds. All shares of the Fund and shares of other Prudential Mutual Funds
(excluding money market funds other than those acquired pursuant to the exchange
privilege) which were previously purchased and are still owned are also included
in determining the applicable reduction. However, the value of shares held
directly with the Transfer Agent and through Prudential Securities will not be
aggregated to determine the reduced sales charge. All shares must be held either
directly with the Transfer Agent or through Prudential Securities. The
Distributor must be notified at the time of purchase that the investor is
entitled to a reduced sales charge. The reduced sales charge will be granted
subject to confirmation of the investor's holdings. Letters of Intent are not
available to individual participants in any retirement or group plans.

A Letter of Intent permits a purchaser to establish a total investment goal
to be achieved by any number of investments over a thirteen-month period. Each
investment made during the period will receive the reduced sales charge
applicable to the amount represented by the goal, as if it were a single
investment. Escrowed Class A shares totaling 5% of the dollar amount of the
Letter of Intent will be held by the Transfer Agent in the name of the
purchaser, except in the case of retirement and group plans where the employer
or plan sponsor will be responsible for paying any applicable sales charge. The
effective date of a Letter of Intent may be back-dated up to 90 days, in order
that any investments made during this 90-day period, valued at the purchaser's
cost, can be applied to the fulfillment of the Letter of Intent goal, except in
the case of retirement and group plans.

The Letter of Intent does not obligate the investor to purchase, nor the
Fund to sell, the indicated amount. In the event the Letter of Intent goal is
not achieved within the thirteen-month period, the purchaser (or the employer or
plan sponsor in the case of any retirement or group plan) is required to pay the
difference between the sales charge otherwise applicable to the purchases made
during this period and sales charges actually paid. Such payment may be made
directly to the Distributor or, if not paid, the Distributor will liquidate
sufficient escrowed shares to obtain such difference. If the goal is exceeded in
an amount which qualifies for a lower sales charge, a price adjustment is made
by refunding to the purchaser the amount of excess sales charge, if any, paid
during the thirteen-month period. Investors electing to purchase Class A shares
of the Fund pursuant to a Letter of Intent should carefully read such Letter of
Intent.

WAIVER OF THE CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES.

The contingent deferred sales charge is waived under circumtances described
in the Prospectus. See "Shareholder Guide--How to Sell Your Shares--Waiver of
Contingent Deferred Sales Charges--Class B Shares" in the Prospectus. In
connection with these waivers, the Transfer Agent will require you to submit the
supporting documentation set forth below.
<TABLE>
<CAPTION>

CATEGORY OF WAIVER REQUIRED DOCUMENTATION
<S> <C>
Death A copy of the shareholder's death certificate or,
in the case of a trust, a copy of the grantor's
death certificate, plus a copy of the trust
agreement identifying the grantor.

Disability--An individual will be considered disabled if he or A copy of the Social Security Administration
she is unable to engage in any substantial gainful activity by award letter or a letter from a physician on the
reason of any medically determinable physical or mental impairment physician's letterhead stating that the
which can be expected to result in death or to be of long-continued shareholder (or, in the case of a trust, the
and indefinite duration. grantor) is permanently disabled. The letter
must also indicate the date of disability.

Distribution from an IRA or 403(b) Custodial Account A copy of the distribution form from the
custodial firm indicating (i) the date
of birth of the shareholder and (ii) that the
shareholder is over age 59-1/2 and is taking a
normal distribution--signed by the shareholder.

Distribution from Retirement Plan A letter signed by the plan administrator/trustee
indicating the reason for the distribution.

Excess Contributions A letter from the shareholder (for an IRA) or the
plan administrator/trustee on company letterhead
indicating the amount of the excess and whether
or not taxes have been paid.
</TABLE>

The Transfer Agent reserves the right to request such additional documents
as it may deem appropriate.

B-26

<PAGE>

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of Fund shares, a Shareholder Investment Account
is established for each investor under which the shares are held for the
investor by the Transfer Agent. If a stock certificate is desired, it must be
requested in writing for each transaction. Certificates are issued only for full
shares and may be redeposited in the Account at any time. There is no charge to
the investor for issuance of a certificate. The Fund makes available to the
shareholders the following privileges and plans.

AUTOMATIC REINVESTMENT OF DIVIDENDS AND/OR DISTRIBUTIONS.

For the convenience of investors, all dividends and distributions are
automatically reinvested in full and fractional shares of the Fund at net asset
value on the record date. An investor may direct the Transfer Agent in writing
not less than five (5) full business days prior to the record date to have
subsequent dividends and/or distributions sent in cash rather than reinvested.
In the case of recently purchased shares for which registration instructions
have not been received on the record date, cash payment will be made directly to
the dealer. Any shareholder who receives a cash payment representing a dividend
or distribution may reinvest such distribution at net asset value by returning
the check or the proceeds to the Transfer Agent within 30 days after the payment
date. Such investment will be made at the net asset value per share next
determined after receipt of the check or proceeds by the Transfer Agent. Such
shareholder will receive credit for any contingent deferred sales charge paid in
connection with the amount of proceeds being reinvested.

EXCHANGE PRIVILEGE.

The Fund makes available to its shareholders the privilege of exchanging
their shares of the Fund for shares of certain other Prudential Mutual Funds,
including one or more specified money market funds, subject in each case to the
minimum investment requirements of such funds. Shares of such other Prudential
Mutual Funds may also be exchanged for shares of the Fund. All exchanges are
made on the basis of relative net asset value next determined after receipt of
an order in proper form. An exchange will be treated as a redemption and
purchase for tax purposes. Shares may be exchanged for shares of another fund
only if shares of such fund may legally be sold under applicable state laws. For
retirement and group plans having a limited menu of Prudential Mutual Funds, the
Exchange Privilege is available for those funds eligible for investment in the
particular program.

It is contemplated that the exchange privilege may be applicable to new
mutual funds whose shares may be distributed by the Distributor.

CLASS A. Shareholders of the Fund will be able to exchange their Class A
shares for Class A shares of certain other Prudential Mutual Funds, shares of
Prudential Government Securities Trust (Short-Intermediate Term Series) and
shares of the money market funds specified below. No fee or sales load will be
imposed upon the exchange. Shareholders of money market funds who acquired such
shares upon exchange of Class A shares may use the Exchange Privilege only to
acquire Class A shares, of the Prudential Mutual Funds participating in the
Class A Exchange Privilege.

The following money market funds participate in the Class A Exchange
Privilege:

Prudential California Municipal Fund
(California Money Market Series)

Prudential Government Securities Trust
(Money Market Series)
(U.S. Treasury Money Market Series)

Prudential Municipal Series Fund
(Connecticut Money Market Series)
(Massachusetts Money Market Series)
(New Jersey Money Market Series)
(New York Money Market Series)

Prudential MoneyMart Assets

Prudential Tax-Free Money Fund, Inc.

CLASS B AND CLASS C. Shareholders of the Fund may exchange their Class B
and Class C shares for Class B and Class C shares, respectively, of certain
other Prudential Mutual Funds and shares of Prudential Special Money Market
Fund, Inc., a money market fund. No CDSC may be payable upon such exchange, but
a CDSC may be payable upon the redemption of Class B and Class C shares acquired
as a result of the exchange. The applicable sales charge will be that imposed by
the Fund in which shares were initially purchased and the purchase date will be
deemed to be the first day of the month after of the initial purchase, rather
than the date of the exchange.

B-27

<PAGE>

Class B and Class C shares of the Fund may also be exchanged for shares of
an eligible money market fund without imposition of any CDSC at the time of
exchange. Upon subsequent redemption from such money market fund or after
re-exchange into the Fund, such shares will be subject to the CDSC calculated by
excluding the time such shares were held in the money market fund. In order to
minimize the period of time in which shares are subject to a CDSC, shares
exchanged out of the money market fund will be exchanged on the basis of their
remaining holding periods, with the longest remaining holding periods being
transferred first. In measuring the time period shares are held in a money
market fund and "tolled" for purposes of calculating the CDSC holding period,
exchanges are deemed to have been made on the last day of the month. Thus, if
shares are exchanged into the Fund from a money market fund during the month
(and are held in the Fund at the end of the month), the entire month will be
included in the CDSC holding period. Conversely, if shares are exchanged into a
money market fund prior to the last day of the month (and are held in the money
market fund on the last day of the month), the entire month will be excluded
from the CDSC holding period. For purposes of calculating the five year holding
period applicable to the Class B conversion feature, the time period during
which Class B shares were held in a money market fund will be excluded.

At any time after acquiring shares of other funds participating in the
Class B or Class C exchange privilege, a shareholder may again exchange those
shares (and any reinvested dividends and distributions) for Class B or Class C
shares of the Fund, respectively without subjecting such shares to any CDSC.
Shares of any fund participating in the Class B or Class C exchange privilege
that were acquired through reinvestment of dividends or distributions may be
exchanged for Class B or Class C shares, respectively of other funds without
being subject to any CDSC.

Additional details about the exchange privilege and prospectuses for each
of the Prudential Mutual Funds are available from the Fund's Transfer Agent,
Prudential Securities or Prusec. The exchange privilege may be modified,
terminated or suspended on sixty days' notice, and any fund, including the Fund,
or the Distributor, has the right to reject any exchange application relating to
such fund's shares.

Dollar Cost Averaging

Dollar cost averaging is a method of accumulating shares by investing a
fixed amount of dollars in shares at set intervals. An investor buys more shares
when the price is low and fewer shares when the price is high. The average cost
per share is lower that it would be if a constant number of shares were bought
at set intervals.

Dollar cost averaging may be used, for example, to plan for retirement, to
save for a major expenditure, such as the purchase of a home, or to finance a
college education. The cost of a year's education at a four-year college today
averages around $14,000 at a private college and around $6,000 at a public
university. Assuming these costs increase at a rate of 7% a year, as has been
projected, for the freshman class of 2011, the cost of four years at a private
college could reach $210,000 and over $90,000 at a public university.1

The following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.2
<TABLE>
<CAPTION>

PERIOD OF
MONTHLY INVESTMENTS: $100,000 $150,000 $200,000 $250,000
-------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>

25 Years ...................... $ 110 $ 165 $ 220 $ 275
20 Years ...................... 176 264 352 440
15 Years ...................... 296 444 592 740
10 Years ...................... 555 833 1,110 1,388
5 Years ...................... 1,371 2,057 2,742 3,428
See "Automatic Savings Accumulation Plan."
</TABLE>

- -----------
1Source information concerning the costs of education at public and private
universities is available from The College Board Annual Survey of Colleges,
1993. Average costs for private institutions include tuition, fees, room and
board.

2The chart assumes an effective rate of return of 8% (assuming monthly
compounding). This example is for illustrative purposes only and is not intended
to reflect the performance of an investment in shares of the Fund. The
investment return and principal value of an investment will fluctuate so that an
investor's shares when redeemed may be worth more or less than their original
cost.

B-28

<PAGE>

AUTOMATIC SAVINGS ACCUMULATION PLAN (ASAP)

Under ASAP, an investor may arrange to have a fixed amount automatically
invested in shares of the Fund monthly by authorizing his or her bank account or
Prudential Securities account (including a Command Account) to be debited to
invest specified dollar amounts in shares of the Fund. The investor's bank must
be a member of the Automatic Clearing House System. Share certificates are not
issued to ASAP participants.

Further information about this program and an application form can be
obtained from the Transfer Agent, Prudential Securities or Prusec.

SYSTEMATIC WITHDRAWAL PLAN

A systematic withdrawal plan is available to shareholders through
Prudential Securities or the Transfer Agent. Such withdrawal plan provides for
monthly or quarterly checks in any amount, except as provided below, up to the
value of the shares in the shareholder's account. Withdrawals of Class B or
Class C shares may be subject to a CDSC. See "Shareholder Guide--How to Sell
Your Shares--Contingent Deferred Sales Charges" in the Prospectus.

In the case of shares held through the Transfer Agent (i) a $10,000 minimum
account value applies, (ii) withdrawals may not be for less than $100 and (iii)
the shareholder must elect to have all dividends and/or distributions
automatically reinvested in additional full and fractional shares at net asset
value on shares held under this plan. See "Shareholder Investment
Account--Automatic Reinvestment of Dividends and/or Distributions."

Prudential Securities and the Transfer Agent act as agents for the
shareholder in redeeming sufficient full and fractional shares to provide the
amount of the periodic withdrawal payment. The systematic withdrawal plan may be
terminated at any time, and the Distributor reserves the right to initiate a fee
of up to $5 per withdrawal, upon 30 days' written notice to the shareholder.

Withdrawal payments should not be considered as dividends, yield or income.
If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss realized must be recognized for federal income tax purposes. In
addition, withdrawals made concurrently with purchases of additional shares are
inadvisable because of the applicable sales charges to (i) the purchase of Class
A shares and (ii) the withdrawal of Class B and Class C shares. Each shareholder
should consult his or her own tax adviser with regard to the tax consequences of
the plan, particularly used in connection with a retirement plan.

TAX-DEFERRED RETIREMENT PLANS

Various qualified retirement plans, including a 401(k) plan, self-directed
individual retirement accounts and "tax-deferred accounts" under Section
403(b)(7) of the Internal Revenue Code are available through the Distributor.
These plans are for use by both self-employed individuals and corporate
employers. These plans permit either self-direction of accounts by participants,
or a pooled account arrangement. Information regarding the establishment of
these plans, the administration, custodial fees and other details are available
from Prudential Securities or the Transfer Agent.

Investors who are considering the adoption of such a plan should consult
with their own legal counsel or tax adviser with respect to the establishment
and maintenance of any such plan.

B-29

<PAGE>

TAX-DEFERRED RETIREMENT ACCOUNTS

Individual Retirement Accounts. An individual retirement account (IRA)
permits the deferral of federal income tax on income earned in the account until
the earnings are withdrawn. The following chart represents a comparison of the
earnings in a personal savings account with those in an IRA, assuming a $2,000
annual contribution, and 8% rate of return and a 39.6% federal income tax
bracket and shows how much more retirement income can accumulate within an IRA
as opposed to a taxable individual savings account.

TAX-DEFERRED COMPOUNDING(1)

CONTRIBUTIONS PERSONAL
MADE OVER: SAVINGS IRA
------------- -------- ---------
10 years $ 26,165 $ 31,291
15 years 44,675 58,649
20 years 68,109 98,846
25 years 97,780 157,909
30 years 135,346 244,692

- -----------
(1)The chart is for illustrative purposes only and does not represent the
performance of the Fund or any specific investment. It shows taxable versus
tax-deferred compounding for the periods and on the terms indicated. Earnings in
the IRA account will be subject to tax when withdrawn from the account.

MUTUAL FUND PROGRAMS

From time to time, the Fund may be included in a mutual fund program with
other Prudential Mutual Funds. Under such a program, a group of portfolios will
be selected and thereafter promoted collectively. Typically, these programs are
created with an investment theme, e.g., to seek greater diversification,
protection from interest rate movements or access to different management
styles. In the event such a program is instituted, there may be a minimum
investment requirement for the program as a whole. A Series may waive or reduce
the minimum initial investment requirements in connection with such a program.

The mutual funds in the program may be purchased individually or as a part
of the program. Since the allocation of portfolios included in the program may
not be appropriate for all investors, investors should consult their Prudential
Securities Financial Adviser or Prudential/Pruco Securities Representative
concerning the appropriate blend of portfolios for them. If investors elect to
purchase the individual mutual funds that constitute the program in an
investment ratio different from that offered by the program, the standard
minimum investment requirements for the individual mutual funds will apply.

NET ASSET VALUE

The net asset value per share is the net worth of the Fund (assets,
including securities at value, minus liabilities) divided by the number of
shares outstanding. Net asset value is calculated separately for each class. The
Fund computes its net asset value at 4:15 P.M., New York time, on each day the
New York Stock Exchange is open for trading except days on which no orders to
purchase, sell or redeem Fund shares have been received or on days on which
changes in the value of the Fund's portfolio investments do not affect net asset
value. In the event the New York Stock Exchange closes early on any business
day, the net asset value of the Fund's shares shall be determined at a time
between such closing and 4:15 P.M., New York time. The New York Stock Exchange
is closed on the following holidays: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

Under the Investment Company Act, the Board of Directors is responsible for
determining in good faith the fair value of securities of the Fund. In
accordance with procedures adopted by the Board of Directors, the value of the
Fund's portfolio will be determined as follows:

Government securities for which quotations are available will be based on
the prices provided by independent pricing services. Pricing services consider
such factors as security prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving at securities
valuations. Other portfolio securities that are actively traded in the over-the-
counter market, including listed securities for which the primary market is
believed to be over-the-counter, will be valued at the average of the quoted bid
and asked prices provided by an independent pricing service or by principal
market makers. Any security for which the primary market is on an exchange is
valued at the last sale price on such exchange on the day of valuation or, if
there was no sale on such day, the last bid price quoted on such day. Quotations
of foreign securities in a foreign currency will be

B-30

<PAGE>

converted to U.S. dollar equivalents at the spot currency value. Forward
currency exchange contracts will be valued at the current cost of covering or
offsetting the contract. Options will be valued at their last sale price as of
the close of options trading on the applicable exchanges. If there is no sale on
the applicable options exchange on a given day, options will be valued at the
average of the quoted bid and asked prices as of the close of the applicable
exchange. The Fund may engage pricing services to obtain such prices.
Over-the-counter options will be valued at the average of the bid and asked
prices provided by principal market makers. Options will be valued at market
value or fair value if no market exists. Futures contracts are marked to market
daily, and options thereon are valued at their last sale price, as of the close
of the applicable commodities exchanges. Short-term instruments which mature in
60 days or less are valued at amortized cost, if their original maturity was 60
days or less, or by amortizing their value on the 61st day prior to maturity,
unless the Fund's Manager determines that such valuation does not represent fair
value. Repurchase agreements will be valued at cost plus accrued interest.
Securities or other assets for which reliable market quotations are not readily
available are valued by the Manager in good faith at fair market value in
accordance with procedures adopted by the Board of Directors on the basis of the
following factors: cost of the security, transactions in comparable securities,
relationships among various securities and such other factors as may be
determined by the Manager to materially affect the value of the security.

PERFORMANCE INFORMATION

AVERAGE ANNUAL TOTAL RETURN. The Fund may from time to time advertise its
average annual total return. Average annual total return is determined
separately for Class A, Class B and Class C shares. See "How the Fund Calculates
Performance" in the Prospectus.

Average annual total return is computed according to the following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.

n = number of years.

ERV = ending redeemable value at the end of the one, five or ten
year periods (or fractional portion thereof) of a
hypothetical $1,000 investment made at the beginning of
the one, five or ten year periods.

Average annual total return does not take into account any federal or state
income taxes that may be payable upon redemption.

The average annual total return for Class A shares for the one and five
year and since inception periods ended June 30, 1995 was 14.08%, 10.47% and
6.26%, respectively. No Class B or Class C shares were outstanding during any of
these periods. The Fund operated as a closed-end investment company prior to
January 15, 1996.

AGGREGATE TOTAL RETURN. The Fund may also advertise its aggregate total
return. Aggregate total return is determined separately for Class A, Class B and
Class C shares. See "How the Fund Calculates Performance" in the Prospectus.

Aggregate total return represents the cumulative change in the value of an
investment in the Fund and is computed according to the following formula:

ERV-P
-----
P

Where: P = a hypothetical initial payment of $1,000.
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the one, five or ten year
periods (or fractional portion thereof) at the end of
the one, five or ten year periods.

Aggregate total return does not take into account any federal or state
income taxes that may be payable upon redemption.

The Fund's aggregate total return for Class A shares based on market price
per share for the one and five year and since inception year periods ended June
30, 1995 was 14.08%, 52.57% and 61.81%, respectively. No Class B or Class C
shares were outstanding during any of these periods. The Fund operated as a
closed-end investment company prior to January 15, 1996.

B-31

<PAGE>

Yield. The Fund may from time to time advertise its yield as calculated
over a 30-day period. Yield is calculated separately for Class A, Class B and
Class C shares. The yield will be computed by dividing the Fund's net investment
income per share earned during this 30-day period by the maximum offering price
per share on the last day of this period. Yield is calculated according to the
following formula:

a - b
YIELD = 2[ ( +1)6-1]
cd

Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).

c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.

d = the maximum offering price per share on the last day of the
period.

Yield fluctuates and an annualized yield quotation is not a representation
by the Fund as to what an investment in the Fund will actually yield for any
given period.

The Fund's 30-day yields for the 30 days ended June 30, 1995, was 5.91%. No
Class B or Class C shares were available during this period. The Fund operated
as a closed-end investment company prior to January 15, 1996.

From time to time, the performance of the fund may be measured against
various indices. Set forth below is a chart which compares the performance of
different types of investments over the long-term and the rate of inflation.(1)
-----------
PERFORMANCE
COMPARISON OF DIFFERENT
TYPES OF INVESTMENTS
OVER THE LONG TERM
(1/1926 - 12/1994)

CHART

(1)Source: Ibbotson Associates, Stocks, Bonds, Bills and Inflation--1995
Yearbook (annually updates the work of Roger G. Ibbotson and Rex A.
Sinquefield). Used with permission. All rights reserved. Common stock returns
are based on the Standard & Poor's 500 Stock Index, a market-weighted, unmanaged
index of 500 common stocks in a variety of industry sectors. It is a commonly
used indicator of broad stock price movements. This chart is for illustrative
purposes only, and is not intended to represent the performance of any
particular investment or fund. Investors cannot invest directly in an index.
Past performance is not a guarantee of future results.

B-32

<PAGE>

TAXES, DIVIDENDS AND DISTRIBUTIONS

GENERAL. The Fund has qualified and intends to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code for
each taxable year. Accordingly, the Fund must, among other things, (a) derive at
least 90% of its gross income (without offset for losses from the sale or other
disposition of securities or foreign currencies) from dividends, interest,
proceeds from loans of securities and gains from the sale or other disposition
of securities or foreign currencies or other income, including, but not limited
to, gains derived from options and futures on such securities or foreign
currencies; (b) derive less than 30% of its gross income from gains (without
offset for losses) from the sale or other disposition of securities or options
thereon held less than three months; and (c) diversify its holdings so that, at
the end of each fiscal quarter, (i) 50% of the market value of the Fund's assets
is represented by cash, U.S. Government securities and other securities limited,
in respect of any one issuer, to an amount not greater than 5% of the Fund's
assets and no more than 10% of the outstanding voting securities of any such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities of any one issuer (other than U.S. Government securities). These
requirements may limit the Fund's ability to engage in transactions involving
options on securities, futures contracts and options thereon.

The Fund declares dividends at least quarterly in an amount based on actual
net investment income determined in accordance with generally accepted
accounting principles. A portion of such dividend may also include projected net
investment income. Such dividends will be payable in additional shares of the
Fund unless otherwise requested by the shareholder.

Net capital gains, if any, will be distributed at least annually. In
determining the amount of capital gains to be distributed, any capital loss
carryforwards from prior years will be offset against capital gains. The Fund
had a capital loss carryforward for federal income tax purposes at December 31,
1994 of approximately $19,895,830 which will expire in 2002.

The Fund has elected to treat approximately $2,362,300 of net capital
losses and $6,843,600 of net foreign currency losses incurred in the two month
period ended December 31, 1994 as having been incurred in the following fiscal
year. Distributions, if any, will be paid in additional Fund shares based on the
net asset value unless the shareholder elects in writing not less than 5 full
business days prior to the record date to receive such distributions in cash.

The per share dividends on Class B and Class C shares typically will be
lower than the per share dividends on Class A shares as a result of the higher
distribution-related fee applicable to the Class B and Class C shares. The per
share distributions of net capital gains, if any, will be paid in the same
amount for Class A, Class B and Class C shares. See "Net Asset Value."

As a regulated investment company, the Fund will not be subject to federal
income tax on its net investment income and capital gains, if any, that it
distributes to its shareholders, provided that it distributes at least 90% of
its net investment income and short-term capital gains earned in each year.
Distributions of net investment income, net currency gains and net short-term
capital gains will be taxable to the shareholder at ordinary income rates
regardless of whether the shareholder receives such distributions in additional
shares or in cash. Distributions of net long-term capital gains, if any, are
taxable as long-term capital gains regardless of how long the investor has held
his or her Fund shares. However, if a shareholder holds shares in the Fund for
not more than six months, then any loss recognized on the sale of such shares
will be treated as long-term capital loss to the extent of any distribution on
the shares which was treated as long-term capital gain. To the extent that, in a
given year, distributions to shareholders exceed recognized net investment
income and recognized short-term and long-term capital gains for the year,
shareholders will receive a return of capital in respect of such year and, in an
annual statement, will be notified of the amount of any return of capital for
such year. Shareholders will be notified annually by the Fund as to the federal
tax status of dividends and distributions made by the Fund. A 4% nondeductible
excise tax will be imposed on the Fund to the extent the Fund does not meet
certain distribution requirements by the end of each calendar year.
Distributions may be subject to additional state and local taxes. See "Taxes,
Dividends and Distributions" in the Prospectus.

Gains or losses attributable to fluctuations in exchange rates which occur
between the time the Fund accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities are treated as
ordinary income or ordinary loss. Similarly, gains or losses on disposition of
debt securities denominated in a foreign currency attributable to fluctuations
in the value of the foreign currency between the date of acquisition of the
security and the date of disposition also are treated as ordinary gain or loss.
These gains, referred to under the Code as "Section 988" gains or losses,
increase or decrease the amount of the Fund's investment company taxable income
available to be distributed to its shareholders as ordinary income, rather than
increasing or decreasing the amount of the Fund's net capital gain, as was the
case prior to 1987. If Section 988 losses exceed other investment company
taxable income during a taxable year, the Fund would not be able to make any
taxable ordinary dividend distributions, or distributions made before the losses
were realized would be recharacterized as a return of capital to shareholders,
rather than as an ordinary dividend, reducing each shareholder's basis in his or
her shares.

B-33

<PAGE>

Any loss realized on a sale, redemption or exchange of shares of the Fund
by a shareholder will be disallowed to the extent the shares are replaced within
a 61-day period (beginning 30 days before the disposition of shares). Shares
purchased pursuant to the reinvestment of a dividend will constitute a
replacement of shares.

A shareholder who acquires shares of the Fund and sells or otherwise
disposes of such shares within 90 days of acquisition may not be allowed to
include certain sales charges incurred in acquiring such shares for purposes of
calculating gain or loss realized upon a sale or exchange of shares of the Fund.

Distributions of net investment income made to a nonresident alien
individual fiduciary of a foreign estate or trust or foreign corporation or
foreign partnership (foreign shareholder) will be subject to U.S. withholding
tax at a rate of 30% (or lower treaty rate), unless the dividends are
effectively connected with the U.S. trade or business of the shareholder. Gains
realized upon the sale or redemption of shares of the Fund by a foreign
shareholder, and distributions of net long-term capital gains to a foreign
shareholder will generally not be subject to U.S. income tax unless the gain is
effectively connected with a trade or business carried on by the shareholder
within the United States or, in the case of a shareholder who is a nonresident
alien individual, the shareholder is present in the United States for more than
182 days during the taxable year and certain other conditions are met. In the
case of a foreign shareholder who is a nonresident alien individual, the Fund
may be required to withhold U.S. federal income tax at the rate of 31% of
distributions of net long-term capital gains unless IRS Form W-8 is provided. If
distributions are effectively connected with a U.S. trade or business carried on
by a foreign shareholder, distributions of net investment income and net
long-term capital gains will be subject to U.S. income tax at the graduated
rates applicable to U.S. citizens or domestic corporations. Transfers by gift of
shares of the Fund by a foreign shareholder who is a nonresident alien
individual will not be subject to U.S. federal gift tax, but the value of the
shares of the Fund held by such a shareholder at his death will be includable in
his gross estate for U.S. federal estate tax purposes. The tax consequences to a
foreign shareholder entitled to claim the benefits of an applicable tax treaty
may be different from those described herein. Foreign shareholders are advised
to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund.

Income received by the Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of the Fund's assets to be invested in
various countries is not known.

If the Fund is liable for foreign taxes, the Fund expects to meet the
requirements of the Internal Revenue Code for "passing-through" to its
shareholders foreign taxes paid, but there can be no assurance that the Fund
will be able to do so. Under the Internal Revenue Code, if more than 50% of the
value of the Fund's total assets at the close of its taxable year consists of
stock or securities of foreign corporations, the Fund will be eligible and may
file an election with the Internal Revenue Service to "pass-through" to the
Fund's shareholders the amount of foreign taxes paid by the Fund. Pursuant to
this election shareholders will be required to: (i) include in gross income (in
addition to taxable dividends actually received) their pro rata share of the
foreign taxes paid by the Fund; (ii) treat their pro rata share of foreign taxes
as paid by them; and (iii) either deduct their pro rata share of foreign taxes
in computing their taxable income or, subject to certain limitations, use it as
a foreign tax credit against U.S. income taxes. No deduction for foreign taxes
may be claimed by a shareholder who does not itemize deductions. A shareholder
that is a nonresident alien individual or foreign corporation may be subject to
U.S. withholding tax on the income resulting from the election described in this
paragraph, but may not be able to claim a credit or deduction against such tax
for the foreign taxes treated as having been paid by such shareholder. A
tax-exempt shareholder will not ordinarily benefit from this election. The
amount of foreign taxes for which a shareholder may claim a credit in any year
will generally be subject to various limitations including a separate limitation
for "passive income," which includes, among other things, dividends, interest
and certain foreign currency gains.

Each shareholder will be notified within 60 days after the close of the
Fund's taxable year whether the foreign taxes paid by the Fund will
"pass-through" for that year and, if so, such notification will designate (a)
the shareholder's portion of the foreign taxes paid to each such country and (b)
the portion of the dividend which represents income derived from sources within
each such country.

LISTED OPTIONS AND FUTURES. Exchange-traded futures contracts, listed
options on futures contracts and listed options on U.S. Government securities
constitute "Section 1256 contracts" under the Internal Revenue Code. Section
1256 contracts are required to be "marked-to-market" at the end of the Fund's
tax year; that is, treated as having been sold at market value. Sixty percent of
any gain or loss recognized as a result of such "deemed sales" will be treated
as long-term capital gain or loss and the remainder will be treated as
short-term capital gain or loss.

BACKUP WITHHOLDING. With limited exceptions, the Fund is required to
withhold federal income tax at the rate of 31% of all taxable distributions
payable to shareholders who fail to provide the Fund with their correct taxpayer
identification number or to make required certification or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Any amounts withheld may be credited against a shareholder's
federal income tax liability.

B-34

<PAGE>

OTHER TAXATION. Distributions may also be subject to state, local and
foreign taxes depending on each shareholder's particular situation. Shareholders
are advised to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING
AGENT AND INDEPENDENT ACCOUNTANTS

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Fund's portfolio securities and
cash, and in that capacity maintains certain financial and accounting books and
records pursuant to an agreement with the Fund. Subcustodians provide custodial
services for the Fund's foreign assets held outside the United States. See "How
the Fund is Managed--Custodian and Transfer and Dividend Disbursing Agent" in
the Prospectus.

Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison,
New Jersey 08837, serves as the Transfer and Dividend Disbursing Agent of the
Fund. PMFS is a wholly-owned subsidiary of PMF. PMFS provides customary transfer
agency services to the Fund, including the handling of shareholder
communications, the processing of shareholder transactions, the maintenance of
shareholder account records, the payment of dividends and distributions, and
related functions. For these services, PMFS receives an annual fee per
shareholder account, a new account set-up fee for each manually-established
account and a monthly inactive zero balance account fee per shareholder account.
PMFS is also reimbursed for its out-of-pocket expenses, including but not
limited to postage, stationery, printing, allocable communications expenses and
other costs.

Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York
10036, serves as the Fund's independent accountants and in that capacity audits
the Fund's annual financial statements.

B-35

<PAGE>
- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
PORTFOLIO OF INVESTMENTS
JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
<C> <S> <C>
LONG-TERM INVESTMENTS(a)--89.7%
AUSTRALIA--4.5%
Australian Government
Bond,
A$ 18,360 9.00%, 9/15/04........... $ 12,875,063
New South Wales Treasury
Corporation,
4,700 6.50%, 5/1/06............ 2,658,122
------------
15,533,185
------------
CANADA--5.0%
British Columbia
Provincial Bond,
C$ 5,000 7.75%, 6/16/03........... 3,563,753
Canadian Government Bond,
17,900 9.00%, 12/1/04........... 13,889,838
------------
17,453,591
------------
DENMARK--7.0%
Danish Government Bonds,
DKr 37,790 8.00%, 11/15/01.......... 6,890,407
42,600 8.00%, 5/15/03........... 7,653,880
57,790 7.00%, 12/15/04.......... 9,623,518
------------
24,167,805
------------
GERMANY--11.0%
German Government Bonds,
DM 9,470 6.125%, 3/26/98.......... 6,924,595
10,190 5.375%, 2/22/99.......... 7,270,683
21,410 6.75%, 4/22/03........... 15,253,078
4,500 7.375%, 1/3/05........... 3,321,351
8,950 6.25%, 1/4/24............ 5,461,181
------------
38,230,888
------------
IRELAND--3.7%
Irish Government Bonds,
IEP 4,000 8.75%, 7/27/97........... 6,639,045
4,000 6.25%, 4/1/99............ 6,059,316
------------
12,698,361
------------
ITALY--3.1%
Italian Government Bond,
Lira 19,940,000 8.50%, 8/1/99............ 10,767,420
------------
- --------------------------------------------------------
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
JAPAN--7.1%
Japanese Government
Bonds,
Y 780,000 6.60%, 6/20/01........... $ 11,311,103
1,000,000 4.60%, 9/20/04........... 13,450,024
------------
24,761,127
------------
NETHERLANDS--3.0%
Dutch Government Bonds,
DG 2,200 7.50%, 6/15/99........... 1,490,821
10,000 7.00%, 6/15/05........... 6,454,568
3,600 7.50%, 1/15/23........... 2,304,834
------------
10,250,223
------------
NEW ZEALAND--0.8%
New Zealand Government
Bond,
NZ$ 4,000 10.00%, 7/15/97.......... 2,765,433
------------
SWEDEN--4.2%
Swedish Government Bonds,
SKr 31,900 11.00%, 1/21/99.......... 4,423,155
75,000 10.25%, 5/5/00........... 10,127,283
------------
14,550,438
------------
UNITED KINGDOM--7.3%
Guaranteed Export Finance
Corp.,
BP 2,000 7.25%, 12/15/98.......... 3,087,723
United Kingdom Treasury
Bond,
5,840 7.75%, 9/8/06............ 8,802,157
United Kingdom Treasury
Notes,
2,940 7.00%, 11/6/01........... 4,369,777
6,060 8.00%, 9/27/13........... 9,206,092
------------
25,465,749
------------
UNITED STATES--33.0%
U.S. GOVERNMENT BONDS--30.3%
United States Treasury
Bond,
US$ 15,075 7.50%, 11/15/24.......... 16,679,131
United States Treasury
Notes,
7,750 6.00%, 11/30/97.......... 7,765,732
11,900 5.00%, 1/31/99........... 11,539,311
6,575 6.75%, 5/31/99........... 6,747,594
27,090 6.75%, 6/30/99........... 27,788,380
3,160 7.75%, 11/30/99.......... 3,370,330
10,550 7.75%, 1/31/00........... 11,272,042
7,750 5.50%, 4/15/00........... 7,599,805
10,800 7.875%, 11/15/04......... 12,028,500
------------
104,790,825
------------
</TABLE>

See Notes to Financial Statements.

B-36
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------
<C> <S> <C>
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
SOVEREIGN BONDS--2.7%
National Bank of Hungary,
US$ 2,000 7.95%, 11/1/03........... $ 1,722,000
Republic of Colombia,
2,000 8.75%, 10/6/99........... 2,086,252
Republic of Ecuador,
4,200 7.25%, 2/28/25........... 2,086,875
Republic of Poland,
Discount Bond,
4,650 7.125%, 10/27/24......... 3,563,062
------------
9,458,189
------------
Total long-term
investments
(cost
US$300,012,097)........ 310,893,234
------------
SHORT-TERM INVESTMENTS--9.4%
MEXICO--0.1%
Mexican Tesobonos(b),
135 8.45%, 7/27/95........... 135,000
94 8.35%, 8/3/95............ 94,000
------------
229,000
------------
NEW ZEALAND--3.3%
New Zealand Government
Bond,
NZ$ 8,000 8.00%, 11/15/95.......... 5,326,060
New Zealand Time Deposit,
9,300 8.50%, 7/3/95............ 6,215,206
------------
11,541,266
------------
- --------------------------------------------------------
Principal US$
Amount Value
(000) DESCRIPTION (Note 1)
- --------------------------------------------------------
UNITED STATES--6.0%
Joint Repurchase
Agreement Account,
US$ 20,876 6.12%, 7/3/95 (Note 5)... $ 20,876,000
------------
Total short-term
investments
(cost US$32,702,385)... 32,646,266
------------
TOTAL INVESTMENTS--99.1%
(cost $332,714,482; Note
3)..................... 343,539,500
Other assets in excess of
liabilities--0.9%...... 3,023,006
------------
NET ASSETS--100%......... $346,562,506
============
</TABLE>

- ---------------
Portfolio securities are classified according to the
security's currency denomination.
(a) Principal amount segregated as collateral for
forward currency contracts.
(b) Percentages quoted represent yields to maturity as
of purchase date.

See Notes to Financial Statements.

B-37
<PAGE>

- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1995
(UNAUDITED)
- ----------------------------------------------------------

<TABLE>
<S> <C>
ASSETS
Investments, at value (cost
$332,714,482)........................ $343,539,500
Foreign currency, at value (cost
$535,819)............................ 545,353
Cash................................... 474
Receivable for investments sold........ 6,961,721
Interest receivable.................... 5,582,768
Forward currency contracts--amount
receivable from counterparties....... 4,780,771
Deferred expenses and other assets..... 81,820
------------
Total assets....................... 361,492,407
------------
LIABILITIES
Payable for investments purchased...... 4,915,789
Dividend payable....................... 4,792,463
Forward currency contracts--amount
payable to counterparties............ 4,615,337
Management fee payable................. 233,002
Accrued expenses and other
liabilities.......................... 256,170
Withholding taxes payable.............. 117,140
------------
Total liabilities.................. 14,929,901
------------
NET ASSETS............................. $346,562,506
============
Net assets were comprised of:
Common stock, at par................. $ 526,425
Paid-in capital in excess of par..... 394,006,793
Cost of 7,000,000 shares held in
treasury........................... (50,685,700)
------------
343,847,518
Undistributed net investment
income............................. 11,190,841
Accumulated net realized losses on
investments........................ (19,487,178)
Net unrealized appreciation on
investments
and foreign currencies............. 11,011,325
------------
Net assets, June 30, 1995............ $346,562,506
============

Net asset value per share:
($346,562,506 / 45,642,508 shares of
common stock issued and
outstanding)....................... $7.59
============
</TABLE>

- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
- ----------------------------------------------------------

<TABLE>
<S> <C>
NET INVESTMENT INCOME
Income
Interest and discount earned (net of
foreign
withholding tax of $49,856)......... $ 11,806,037
------------

Expenses
Management fee........................ 1,236,753
Custodian's fees and expenses......... 159,000
Reports to shareholders............... 109,000
Transfer agent's fees and expenses.... 62,000
Directors' fees....................... 40,000
Insurance............................. 35,000
Audit fees and expenses............... 30,000
Legal fees and expenses............... 7,000
Miscellaneous......................... 29,755
------------
Total expenses...................... 1,708,508
------------
Net investment income................. 10,097,529
------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions............... 20,491,317
Foreign currency transactions......... 1,934,686
Written option transactions........... (2,543,236)
------------
19,882,767
------------

Net change in unrealized
appreciation/depreciation on:
Investments........................... 15,816,714
Foreign currencies.................... 1,531,614
Written options....................... 115,131
------------
17,463,459
------------

Net gain on investments and foreign
currency transactions................. 37,346,226
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS............... $ 47,443,755
============
</TABLE>

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

B-38

<PAGE>
- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(UNAUDITED)
- ----------------------------------------------------------
<TABLE>
<CAPTION>
INCREASE (DECREASE)
IN NET ASSETS
<S> <C> <C>
SIX MONTHS YEAR
ENDED ENDED
JUNE 30, DECEMBER 31,
1995 1994
------------ ------------
Operations:
Net investment income... $ 10,097,529 $ 20,595,065
Net realized gain (loss)
on investments and
foreign currency
transactions.......... 19,882,767 (36,867,119)
Net change in unrealized
appreciation/depreciation
on investments and
foreign currencies.... 17,463,459 (7,476,303)
------------ ------------
Net increase (decrease)
in net assets
resulting from
operations............ 47,443,755 (23,748,357)
------------ ------------
Dividends and
distributions:
Dividends from net
investment income..... (9,584,546) (10,301,920)
Distributions from net
realized gains........ -- (4,634,400)
Tax return of capital
distribution.......... -- (10,394,847)
------------ ------------
Total dividends and
distributions........... (9,584,546) (25,331,167)
------------ ------------
Total increase
(decrease).............. 37,859,209 (49,079,524)
NET ASSETS
Beginning of period....... 308,703,297 357,782,821
------------ ------------
End of period............. $346,562,506 $308,703,297
============ ============

</TABLE>

- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- ----------------------------------------------------------
The Global Government Plus Fund, Inc. (the "Fund") was organized in
Maryland on April 20, 1987, as a closed-end, non-diversified management
investment company. Investment operations commenced on July 31, 1987.

The Fund's investment objective is to maximize total return, the components
of which are current income and capital appreciation. The ability of issuers of
debt securities held by the Fund to meet their obligations may be affected by
economic and political developments in a specific country or region.

NOTE 1. ACCOUNTING The following is a summary of
POLICIES significant accounting policies
followed by the Fund in the preparation of its
financial statements.

Securities Valuation: In valuing the Fund's assets, quotations of foreign
securities in a foreign currency are converted to U.S. dollar equivalents at the
then current currency value. Portfolio securities that are actively traded in
the over-the-counter market, including listed securities for which the primary
market is believed to be over-the-counter, are valued at the mean between the
most recently quoted bid and asked prices provided by principal market makers.
Any security for which the primary market is on an exchange is valued at the
last sale price on such exchange on the day of valuation or, if there was no
sale on such day, the last bid price quoted on such day. Forward currency
contracts are valued at the current cost of covering or offsetting the contract
on the day of valuation. Securities and assets for which market quotations are
not readily available are valued at fair value as determined in good faith by or
under the direction of the Board of Directors of the Fund.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
In connection with transactions in repurchase agreements with U.S. financial
institutions, it is the Fund's policy that its custodian or designated
subcustodians, as the case may be under triparty repurchase agreements, takes
possession of the underlying collateral securities, the value of which exceeds
the principal amount of the repurchase transaction including accrued interest.
To the extent that any repurchase transaction exceeds one business day, the
value of the collateral is marked-to-market on a daily basis to ensure the
adequacy of

See Notes to Financial Statements.

B-39

<PAGE>
the collateral. If the seller defaults and the value of the collateral declines
or if bankruptcy proceedings are commenced with respect to the seller of the
security, realization of the collateral by the Fund may be delayed or limited.
Foreign Currency Translation: The books and records of the Fund are maintained
in United States dollars. Foreign currency amounts are translated into United
States dollars on the following basis:
(i) market value of investment securities, other assets and liabilities--at
the current rates of exchange.
(ii) purchases and sales of investment securities, income and expenses--at
the rates of exchange prevailing on the respective dates of such
transactions.
Although the net assets of the Fund are presented at the foreign exchange
rates and market values at the close of the period, the Fund does not isolate
that portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of the securities held at period end. Similarly, the Fund does not
isolate the effect of changes in foreign exchange rates from the fluctuations
arising from changes in the market prices of long-term debt securities sold
during the period. Accordingly, realized foreign currency gains (losses) are
included in the reported net realized gains on security transactions.
Net realized gains on foreign currency transactions represent net foreign
exchange gains from sales and maturities of short-term securities and forward
currency contracts, disposition of foreign currencies, currency gains or losses
realized between the trade and settlement dates on securities transactions, and
the difference between the amounts of interest, U.S. and foreign taxes recorded
on the Fund's books and the US dollar equivalent amounts actually received or
paid. Net currency gains (losses) from valuing foreign currency denominated
assets (excluding investments) and liabilities at period end exchange rates are
reflected as a component of net unrealized appreciation on investments and
foreign currencies.
Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of U.S. companies as a result of,
among other factors, the possibility of political or economic instability and
the level of governmental supervision and regulation of foreign securities
markets.
Forward Currency Contracts: A forward currency contract is a commitment to
purchase or sell a foreign currency at a future date at a negotiated forward
rate. The Fund enters into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign portfolio
holdings or on specific receivables and payables denominated in a foreign
currency. The contracts are valued daily at current exchange rates and any
unrealized gain or loss is included in net unrealized appreciation or
depreciation on investments. Gain or loss is realized on the settlement date of
the contract equal to the difference between the settlement value of the
original and renegotiated forward contracts. This gain or loss, if any, is
included in net realized gain (loss) on foreign currency transactions. Risks may
arise upon entering into these contracts from the potential inability of the
counterparties to meet the terms of their contracts.
Options: The Fund may either purchase or write options in order to hedge against
adverse market movements or fluctuations in value caused by changes in
prevailing interest rates or foreign currency exchange rates with respect to
securities or currencies which the Fund currently owns or intends to purchase.
When the Fund purchases an option, it pays a premium and an amount equal to that
premium is recorded as an investment. When the Fund writes an option, it
receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Fund realizes
a gain or loss to the extent of the premium received or paid. If an option is
exercised, the premium received or paid is an adjustment to the proceeds from
the sale or the cost basis of the purchase in determining whether the Fund has
realized a gain or loss. The difference between the premium and the amount
received or paid on effecting a closing purchase or sale transaction is also
treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions. Gain or loss on
written options is presented separately as net realized gain (loss) on written
option transactions.
The Fund, as writer of an option, has no control over whether the underlying
securities or currencies may be sold (called) or purchased (put). As a result,
the Fund bears the market risk of an unfavorable change in the price of the
security or currency underlying the written option. The Fund, as purchaser of an
option, bears the risk of the potential inability of the counterparties to meet
the terms of their contracts.
Security Transactions and Investment Income: Security transactions are recorded
on the trade date. Realized and unrealized gains and losses from security and
currency transactions are calculated on the identified cost basis. Interest
income which is comprised of three elements: stated coupon, original issue
discount and market discount, is recorded on the accrual basis.

B-40

<PAGE>
Dividends and Distributions: Dividends are declared quarterly. Distributions of
long-term capital gains, if any, will be declared annually. Dividends and
distributions are recorded on the ex-dividend dates.
Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to differing
treatments for foreign currencies and loss deferrals.
Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with the American Institute of
Certified Public Accountants' Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distributions by Investment Companies. The effect of applying
this statement was to increase undistributed net investment income by
$10,677,858 and increase accumulated net realized losses on investments by
$10,677,858 for realized foreign currency gains during the six months ended June
30, 1995. Net investment income, net realized gains and net assets were not
affected by this change.
Taxes: It is the Fund's policy to continue to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Withholding taxes on foreign interest have been provided for in accordance
with the Fund's understanding of the applicable country's tax rates.

NOTE 2. AGREEMENTS The Fund has a management
Mutual Fund Management, agreement with Prudential
Inc. ("PMF"). Pursuant to this agreement PMF has responsibility for all
investment advisory services and supervises the subadviser's performance of such
services. PMF has entered into a subadvisory agreement with The Prudential
Investment Corporation ("PIC"); PIC furnishes investment advisory services in
connection with the management of the Fund. PMF pays for the cost of the
subadviser's services, the compensation of officers of the Fund, occupancy and
certain clerical and bookkeeping costs of the Fund. The Fund bears all other
costs and expenses.
The management fee paid PMF is computed weekly and payable monthly at the
annual rate of 0.75% of the Fund's average weekly net assets up to US $1 billion
and 0.70% of average weekly net assets in excess of US $1 billion.
PMF and PIC are indirect wholly-owned subsidiaries of The Prudential
Insurance Company of America ("Prudential").

NOTE 3. PORTFOLIO Purchases and sales of invest-
SECURITIES ment securities, other than
short-term investments and options written, for
the six months ended June 30, 1995 aggregated $451,466,216 and $433,042,354,
respectively.
At June 30, 1995, the Fund had outstanding forward currency contracts, both
to purchase and sell foreign currencies, as follows:
<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT APPRECIATION
PURCHASE CONTRACTS PAYABLE VALUE (DEPRECIATION)
- ------------------ --------------- ------------ --------------
<S> <C> <C> <C>
French Francs,
expiring
10/10/95........ $ 21,514,381 $ 21,428,463 $ (85,918)
German
Deutschemarks,
expiring
11/1/95......... 7,830,328 8,447,964 617,636
Ireland Punt,
expiring
9/11/95......... 3,559,767 3,499,657 (60,110)
Spanish Pesetas,
expiring
9/11/95-11/2/95... 53,448,340 57,199,787 3,751,447
--------------- ------------ --------------
$ 86,352,816 $ 90,575,871 $ 4,223,055
--------------- ------------ --------------
--------------- ------------ --------------
</TABLE>

<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT APPRECIATION
SALE CONTRACTS RECEIVABLE VALUE (DEPRECIATION)
- ------------------ --------------- ------------ --------------
<S> <C> <C> <C>
Australian
Dollars,
expiring
7/27/95......... $ 5,786,547 $ 5,719,590 $ 66,957
British Pounds,
expiring
7/27/95......... 15,784,943 15,875,186 (90,243)
French Francs,
expiring
10/10/95-11/9/95... 20,970,991 21,254,408 (283,417)
German
Deutschemarks,
expiring
7/27/95-11/1/95... 60,006,838 59,929,962 76,876
Ireland Punt,
expiring
7/27/95-9/11/95... 9,810,955 9,761,277 49,678
Japanese Yen,
expiring
7/27/95......... 12,668,879 12,548,499 120,380
Spanish Pesetas,
expiring
9/11/95-11/2/95... 53,517,762 57,595,576 (4,077,814)
Swedish Krona,
expiring
7/27/95......... 4,770,312 4,740,484 29,828
Swiss Francs,
expiring
7/27/95......... 10,494,727 10,444,593 50,134
--------------- ------------ --------------
$ 193,811,954 $197,869,575 $ (4,057,621)
--------------- ------------ --------------
--------------- ------------ --------------
</TABLE>

B-41
<PAGE>

Transactions in options written for the six months ended June 30, 1995 were
as follows:
<TABLE>
<CAPTION>
NUMBER
OF
CONTRACTS PREMIUMS
(000) RECEIVED
-------- ------------
<S> <C> <C>
Options outstanding at December
31, 1994...................... 48,147 $ 531,268
Options written................. 100,002 607,300
Options terminated in closing
purchase transactions......... (131,749) (883,499)
Options exercised............... (16,400) (255,069)
-------- ------------
Options outstanding at June 30,
1995.......................... 0 0
======== ============
</TABLE>

The federal income tax basis of the Fund's investments at June 30, 1995 was
$334,224,500 and, accordingly, net unrealized appreciation for United States
federal income tax purposes was $9,315,000 (gross unrealized appreciation--
$10,977,561; gross unrealized depreciation--$1,662,561).
For federal income tax purposes, the Fund had a capital loss carryforward as
of December 31, 1994 of approximately $19,895,830 which will expire in 2002.
Accordingly, no capital gains distribution is expected to be paid to
shareholders until net gains have been realized in excess of such amount.
The Fund has elected to treat approximately $2,362,300 of net capital losses
and approximately $6,843,600 of net currency losses incurred in the two month
period ended December 31, 1994 as having incurred in the current fiscal year.

NOTE 4. JOINT The Fund, along with other
REPURCHASE affiliated registered invest-
AGREEMENT ment companies, transfers
ACCOUNT uninvested cash balances into
a single joint account, the daily aggregate
balance of which is invested in one or more repurchase agreements collateralized
by U.S. Treasury or federal agency obligations.
As of June 30, 1995, the Fund has a 3.1% undivided interest in the joint
account. The undivided interest for the Fund represented $20,876,000 in the
principal amount. As of such date, each repurchase agreement in the joint
account and the collateral therefor was as follows:
Bear, Stearns & Co. Inc., 6.125% in the principal amount of $200,000,000,
repurchase price $200,102,083, due 7/3/95. The value of the collateral including
accrued interest was $204,321,562.
CS First Boston Corp., 6.13% in the principal amount of $160,000,000,
repurchase price $160,081,733, due 7/3/95. The value of the collateral including
accrued interest was $163,246,196.
Goldman, Sachs & Co., 6.10%, in the principal amount of $116,557,000,
repurchase price $116,616,250, due 7/3/95. The value of the collateral including
accrued interest was $118,889,059.
Smith Barney, Inc., 6.13%, in the principal amount of $200,000,000,
repurchase price $200,102,167, due 7/3/95. The value of the collateral including
accrued interest was $204,000,775.

NOTE 5. CAPITAL There are 200 million shares
of $.01 par value common stock authorized. Of the
45,642,508 shares outstanding at June 30, 1995, Prudential owned 11,000 shares.

NOTE 6. SUBSEQUENT At a special meeting held on
EVENT August 15, 1995, The Board
of Directors of the Fund approved the conversion
of the Fund from a closed-end fund to an open-end fund subject to shareholder
approval. At an additional special meeting held on September 13, 1995, the Board
of Directors approved specific changes to the Fund's Articles of Incorporation
and investment restrictions to facilitate the conversion and submitted these
changes and a proposal to convert the Fund to an open-end fund for shareholder
approval. These matters were considered and approved at a special meeting of
shareholders held on December 6, 1995. In accordance with the proposal approved
by shareholders, a 2% redemption fee payable to the Fund will be imposed on all
redemptions of Fund shares acquired prior to the conversion during the first six
months following the conversion which will take place on January 15, 1996.

B-42

<PAGE>
NOTE 7. QUARTERLY DATA
<TABLE>
<CAPTION>
NET REALIZED AND
UNREALIZED
GAINS (LOSSES) ON NET INCREASE (DECREASE)
INVESTMENTS IN NET ASSETS
QUARTERLY NET INVESTMENT AND FOREIGN RESULTING FROM
PERIOD TOTAL INCOME CURRENCIES OPERATIONS
ENDED INCOME AMOUNT PER SHARE AMOUNT PER SHARE AMOUNT PER SHARE
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------- ---------- ------------------------ -------------------------- --------------------------
March 31, 1993 $7,647,932 $6,639,056 $0.15 $14,834,350 $0.33 $21,473,406 $0.48
June 30, 1993 7,413,933 6,508,833 0.14 11,850,346 0.26 18,359,179 0.40
Sept. 30, 1993 7,289,441 6,284,989 0.14 1,423,613 0.03 7,708,602 0.17
Dec. 31, 1993 6,588,904 5,623,953 0.12 5,493,009 0.12 11,116,962 0.24
March 31, 1994 6,244,690 5,303,162 0.12 (18,489,710) (0.41) (13,186,548) (0.29)
June 30, 1994 6,041,022 5,135,895 0.11 (10,804,079) (0.23) (5,668,184) (0.12)
Sept. 30, 1994 5,910,445 4,885,074 0.11 (6,032,968) (0.13) (1,147,894) (0.02)
Dec. 31, 1994 6,073,987 5,270,934 0.11 (9,016,665) (0.20) (3,745,731) (0.09)
March 31, 1995 5,540,900 4,672,947 0.10 (4,296,139) (.09) 376,808 .01
June 30, 1995 6,265,137 5,424,582 0.12 41,642,365 .91 47,066,947 1.03

<CAPTION>
DIVIDENDS
QUARTERLY AND SHARE
PERIOD DISTRIBUTIONS PRICE
ENDED AMOUNT PER SHARE HIGH LOW
<S> <C> <C> <C> <C>
- --------------- ------------------------- ------------
March 31, 1993 $7,302,526 $ 0.16 $7 3/4 $7
June 30, 1993 7,302,526 0.16 7 3/4 7 1/8
Sept. 30, 1993 7,302,526 0.16 7 7/8 7 3/8
Dec. 31, 1993 15,747,378 0.345 7 3/4 7
March 31, 1994 10,040,927 0.22 7 1/4 6 1/4
June 30, 1994 5,477,101 0.12 6 1/2 5 5/8
Sept. 30, 1994 5,020,675 0.11 6 1/4 5 3/4
Dec. 31, 1994 4,792,464 0.105 6 5 1/2
March 31, 1995 4,792,273 0.105 6 1/8 5 1/2
June 30, 1995 4,792,273 0.105 6 5/8 5 7/8
</TABLE>

B-43

<PAGE>
- --------------------------------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, ------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE: 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
----------- -------- -------- -------- -------- --------
Net asset value, beginning of period........... $ 6.76 $ 7.84 $ 7.38 $ 8.28 $ 8.25 $ 8.25
----------- -------- -------- -------- -------- --------
Net investment income.......................... .22 .45 .55 .67 .66 .59
Net realized and unrealized gain (loss) on
investments and foreign currencies........... .82 (.97) .74 (.70) .09 .06
----------- -------- -------- -------- -------- --------
Total from investment operations............. 1.04 (.52) 1.29 (.03) .75 .65
----------- -------- -------- -------- -------- --------
Dividends from net investment income........... (.21) (.23) (.23) (.67) (.66) (.59)
Distributions from net capital gains........... -- (.10) (.54) (.20) -- --
Distributions in excess of net capital gains... -- -- (.06) -- -- --
Tax return of capital distributions............ -- (.23) -- -- (.06) (.21)
----------- -------- -------- -------- -------- --------
Total dividends and distributions............ (.21) (.56) (.83) (.87) (.72) (.80)
----------- -------- -------- -------- -------- --------
Increase resulting from Fund share
transactions................................. -- -- -- -- -- .15
----------- -------- -------- -------- -------- --------
Net asset value, end of period................. $ 7.59 $ 6.76 $ 7.84 $ 7.38 $ 8.28 $ 8.25
----------- -------- -------- -------- -------- --------
----------- -------- -------- -------- -------- --------
Per share market price, end of period.......... $ 6.375 $ 5.625 $ 7.00 $ 7.00 $ 7.75 $ 7.25
----------- -------- -------- -------- -------- --------
----------- -------- -------- -------- -------- --------
TOTAL INVESTMENT RETURN(a)..................... 17.21% (12.04)% 11.57% 1.25% 17.44% 8.04%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................ $ 346,563 $308,703 $357,783 $336,780 $377,911 $376,722
Average net assets (000)....................... $ 331,108 $331,421 $361,374 $364,037 $364,072 $382,943
Ratio of expenses to average net assets........ 1.04%(b) 1.11% 1.07% 1.15% 1.29% 1.47%
Ratio of net investment income to average net
assets....................................... 6.15%(b) 6.21% 6.93% 8.36% 8.30% 7.40%
Portfolio turnover rate........................ 145% 526% 441% 346% 267% 503%
</TABLE>

- ---------------
(a) Total investment return is calculated assuming a purchase of common stock
at the current market value on the first day and a sale at the current
market value on the last day of each period reported. Dividends and
distributions are assumed for purposes of this calculation to be
reinvested at prices obtained under the dividend reinvestment plan. This
calculation does not reflect brokerage commissions. Total investment
return for periods of less than one full year are not annualized.

(b) Annualized.

Contained above is selected data for a share of common stock outstanding,
total investment return, ratios to average net assets and other
supplemental data for the years indicated. This information has been
determined based upon information provided in the financial statements
and market price data for the Fund's shares.

See Notes to Financial Statements.

B-44
<PAGE>
- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
- --------------------------------------------------------
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
<C> <S> <C>
LONG-TERM INVESTMENTS--83.2%
AUSTRALIA--3.4%
Australian Gov't. Bond,
A$ 14,250# 9.00%, 9/15/04........... $ 10,348,572
------------
BELGIUM--2.0%
Belgium Gov't. Bonds,
BF 105,000# 7.00%, 4/29/99........... 3,196,629
106,000# 7.25%, 4/29/04........... 3,101,275
------------
6,297,904
------------
CANADA--2.2%
Canadian Gov't. Bond,
C$ 10,750 7.50%, 12/1/03........... 6,907,604
------------
DENMARK--2.6%
Danish Gov't. Bond,
DKr 51,700 8.00%, 5/15/03........... 7,949,561
------------
FRANCE--2.6%
French Gov't. Bonds,
FF 39,230 4.50%, 5/12/96........... 7,091,924
56,700 Zero Coupon, 4/25/23..... 971,946
------------
8,063,870
------------
GERMANY--12.4%
Fed. Rep. of Germany,
DM 9,100 8.00%, 3/20/97........... 6,028,919
5,500 8.00%, 7/22/02........... 3,606,615
4,100 7.75%, 10/1/02........... 2,667,578
42,500 6.75%, 4/22/03........... 25,890,773
------------
38,193,885
------------
IRELAND--1.7%
Irish Gov't. Bonds,
IEP 2,335 6.25%, 4/1/99............ 3,275,165
1,335 9.00%, 7/15/01........... 2,084,390
------------
5,359,555
------------
ITALY--1.9%
Italian Gov't. Bonds,
Lira 8,475,000 8.50%, 8/1/97............ 4,849,348
1,780,000 8.50%, 4/1/04............ 887,579
------------
5,736,927
------------
- --------------------------------------------------------
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
JAPAN--18.1%
Japanese Gov't. Bonds,
(Y) 430,000 5.00%, 9/21/98........... $ 4,503,340
525,000 4.80%, 6/21/99........... 5,460,442
1,330,000 6.60%, 6/20/01........... 14,962,083
824,000 4.10%, 12/22/03.......... 8,018,426
2,370,000 4.10%, 6/21/04........... 22,939,943
------------
55,884,234
------------
NETHERLANDS--0.4%
Netherlands Gov't. Bond,
NLG 2,200 7.50%, 6/15/99........... 1,270,333
------------
SPAIN--2.6%
Spanish Gov't. Bond,
Pts 1,042,000 11.45%, 8/30/98.......... 7,899,308
------------
UNITED KINGDOM--7.5%
United Kingdom Treasury
Bond,
BP 3,900# 13.25%, 1/22/97.......... 6,668,923
United Kingdom Treasury
Note,
7,075# 9.75%, 1/19/98........... 11,400,076
3,500# 8.00%, 9/27/13........... 5,196,856
------------
23,265,855
------------
UNITED STATES--25.8%
SOVEREIGN BONDS--3.6%
Republic of Argentina,
7.90%*, 9/1/00 Series
US$ 1,000 CHR1................... 885,000
BOCON,
1,550 6.125%*, 4/1/01.......... 1,150,577
1,500 FRB 6.50%*, 3/31/05...... 956,250
Republic of Brazil,
1,642 IDU, 6.0625%*, 1/1/01.... 1,370,653
2,500 6.6875%*, 4/15/24........ 1,550,000
Republic of Ecuador,DD
1,650 Zero Coupon, 12/30/24.... 891,000
Republic of Poland,
Discount Bond,
3,725 6.8125%*, 10/27/24....... 2,668,031
Central Bank of the
Philippines
1,950 6.0625%*, 1/5/05......... 1,774,500
------------
11,246,011
------------
</TABLE>
See Notes to Financial Statements.

B-45
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------
<C> <S> <C>
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
U.S. GOVERNMENT BONDS--22.2%
United States Treasury
Bonds,
US$ 2,580 6.25%, 8/15/23........... $ 2,097,463
29,800 7.50%, 11/15/24.......... 28,505,488
United States Treasury
Notes,
7,750 6.00%, 11/30/97.......... 7,390,323
6,575 6.75%, 5/31/99........... 6,304,833
16,400 6.75%, 6/30/99........... 15,726,124
9,450 5.50%, 4/15/00........... 8,500,558
------------
68,524,789
------------
79,770,800
------------
Total long-term
investments
(cost US$260,478,054).... 256,948,408
------------
SHORT-TERM INVESTMENTS--18.7%
ARGENTINA--1.9%
Argentina Gov't. Treasury
Bill,D
AP 6,200# 9.03%, 2/24/95........... 6,038,698
------------
MEXICO--4.0%
Mexican Tesobonos,D
US$ 9,849 8.45%, 7/27/95........... 8,824,390
3,842 8.35%, 8/3/95............ 3,430,357
------------
12,254,747
------------
UNITED STATES--12.5%
REPURCHASE AGREEMENTS
Joint Repurchase
Agreement
Account,
5.82%, 1/3/95, (cost
$33,757,000) (Note
33,757 4)..................... 33,757,000
State Street Bank & Trust
Co., 4.75%, dated
12/30/94, due 1/3/95 in
the amount of
$4,826,546 (cost
$4,824,000;
collateralized by
$5,000,000 U.S.
Treasury Note, 5.125%
due 3/31/96;
approximate value
including accrued
4,824 interest--$4,927,266)... 4,824,000
------------
38,581,000
------------
<CAPTION>
CONTRACTS
(000) OUTSTANDING OPTIONS PURCHASED**--0.3%
- -------------
<C> <S> <C>
CALL OPTION--0.2%
German Deutschemark,
expiring 2/13/95 @
31,747 DM1.57................. 698,435
------------
CROSS-CURRENCY OPTIONS
Italian Lira,
expiring 1/12/95 @
Lira971.7 per German
16,400 Deutschemark........... --
<CAPTION>
- --------------------------------------------------------
US$
CONTRACTS VALUE
(000) DESCRIPTION (NOTE 1)
- --------------------------------------------------------
<C> <S> <C>
Swedish Krona,
expiring 1/21/95 @
Skr4.54 per German
31,595 Deutschemark........... --
PUT OPTIONS--0.1%
Japanese Yen,
expiring 2/2/95 @
22,305 (Y)100................. $ 142,752
------------
Total outstanding options
purchased.............. 841,187
------------
Total short-term
investments
(cost US$59,177,682)..... 57,715,632
------------
TOTAL INVESTMENTS BEFORE
OUTSTANDING OPTIONS
WRITTEN--101.9%
(cost $319,655,736; Note
3)..................... 314,664,040
------------
OUTSTANDING OPTIONS WRITTEN**--(0.2%)
Call Option--(0.1%)
German Deutschemark,
expiring 12/13/95 @
31,747 DM1.545................ (403,187)
CROSS-CURRENCY OPTION--(0.1%)
Italian Lira, expiring
1/12/95
@ Italian Lira 1025 per
16,400 German Deutschemark.... (243,212)
------------
Total outstanding options
written
(premiums received
$531,268).............. (646,399)
------------
TOTAL INVESTMENTS, NET OF
OUTSTANDING OPTIONS
WRITTEN--101.7%........ 314,017,641
Other liabilities in
excess of
other assets--(1.7%)... (5,314,344)
------------
NET ASSETS--100%......... $308,703,297
------------
------------
</TABLE>
- ---------------
Portfolio securities are classified according to the
security's currency denomination. Option contracts are
expressed in local currency units.
* Rate shown reflects current rate on variable rate
instrument.
** Non-income producing security.
D Percentages quoted represent yields to maturity as
of purchase date.
DD When issued security.
# Principal amount segregated as collateral for
forward currency contracts and options written.
Aggregate value of segregated
securities--$45,951,029.
BOCON--Bonos de Consolidacion.
FRB--Floating Rate Bonds.
IDU--Interest Due and Unpaid Bonds.

See Notes to Financial Statements.

B-46
<PAGE>
- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1994
- ----------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments, at value (cost
$319,655,736)........................ $314,664,040
Foreign currency, at value (cost
$57,909)............................. 58,009
Cash................................... 736
Interest receivable.................... 5,948,214
Forward currency contracts--amount
receivable from counterparties....... 4,881,032
Receivable for investments sold........ 4,648,075
Deferred expenses and other assets..... 45,720
------------
Total assets....................... 330,245,826
------------
LIABILITIES
Payable for investments purchased...... 9,333,932
Forward currency contracts--amount
payable to counterparties............ 6,191,386
Dividend payable....................... 4,792,463
Outstanding call options written, at
value
(premiums received $531,268)......... 646,399
Accrued expenses and other
liabilities.......................... 309,309
Due to Manager......................... 201,507
Withholding taxes payable.............. 67,533
------------
Total liabilities.................. 21,542,529
------------
NET ASSETS............................. $308,703,297
------------
------------
Net assets were comprised of:
Common stock, at par................. $ 526,425
Paid-in capital in excess of par..... 394,006,793
Cost of 7,000,000 shares held in
treasury........................... (50,685,700)
------------
343,847,518
Accumulated net realized loss on
investments........................ (28,692,087)
Net unrealized depreciation on
investments
and foreign currencies............. (6,452,134)
------------
Net assets, December 31, 1994........ $308,703,297
------------
------------
Net asset value per share:
($308,703,297 / 45,642,508 shares of
common stock issued and
outstanding)....................... $6.76
------------
------------
</TABLE>

- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------
<TABLE>
<S> <C>
NET INVESTMENT INCOME
Income
Interest and discount earned (net of
foreign
withholding tax of $128,461)........ $ 24,270,144
------------
Expenses
Management fee........................ 2,490,259
Custodian's fees and expenses......... 525,000
Reports to shareholders............... 250,000
Transfer agent's fees and expenses.... 143,000
Directors' fees....................... 73,000
Audit fees and expenses............... 72,000
Insurance............................. 70,000
Legal fees and expenses............... 15,000
Miscellaneous......................... 36,820
------------
Total expenses...................... 3,675,079
------------
Net investment income................. 20,595,065
------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions............... (28,892,278)
Foreign currency transactions......... (8,962,293)
Financial futures transactions........ 28,052
Written option transactions........... 959,400
------------
(36,867,119)
------------
Net change in unrealized
appreciation/depreciation of:
Investments........................... (5,434,762)
Foreign currencies.................... (2,320,076)
Financial futures..................... 8,750
Written options....................... 269,785
------------
(7,476,303)
------------
Net loss on investments and foreign
currency transactions................. (44,343,422)
------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS............... $(23,748,357)
------------
------------
</TABLE>

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

B-47
<PAGE>
- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
- ----------------------------------------------------------
<TABLE>
<CAPTION>
INCREASE (DECREASE)
IN NET ASSETS
<S> <C> <C>
YEAR ENDED DECEMBER 31,
-----------------------------
1994 1993
------------ ------------
Operations:
Net investment income... $ 20,595,065 $ 25,056,831
Net realized gain (loss)
on investments and
foreign currency
transactions.......... (36,867,119) 24,733,757
Net change in unrealized
appreciation/depreciation
on investments and
foreign currencies.... (7,476,303) 8,867,561
------------ ------------
Net increase (decrease)
in net assets
resulting from
operations............ (23,748,357) 58,658,149
------------ ------------
Dividends and
distributions:
Dividends from net
investment income..... (10,301,920) (10,398,530)
Distributions from net
realized gains........ (4,634,400) (24,733,757)
Distributions in excess
of net realized
gains................. -- (2,522,669)
Tax return of capital
distributions......... (10,394,847) --
------------ ------------
Total dividends and
distributions........... (25,331,167) (37,654,956)
------------ ------------
Total increase
(decrease).............. (49,079,524) 21,003,193
NET ASSETS
Beginning of year......... 357,782,821 336,779,628
------------ ------------
End of year............... $308,703,297 $357,782,821
------------ ------------
------------ ------------
</TABLE>

- ----------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
- ----------------------------------------------------------
The Global Government Plus Fund, Inc. (the "Fund") was organized in
Maryland on April 20, 1987, as a closed-end, non-diversified management
investment company. Investment operations commenced on July 31, 1987.
The Fund's investment objective is to maximize total return, the components
of which are current income and capital appreciation. The ability of issuers of
debt securities held by the Fund to meet their obligations may be affected by
economic and political developments in a specific country or region.

NOTE 1. ACCOUNTING The following is a summary of
POLICIES significant accounting policies
followed by the Fund in the
preparation of its financial statements.
Securities Valuation: In valuing the Fund's assets, quotations of foreign
securities in a foreign currency are converted to U.S. dollar equivalents at the
then current currency value. Portfolio securities that are actively traded in
the over-the-counter market, including listed securities for which the primary
market is believed to be over-the-counter, are valued at the mean between the
most recently quoted bid and asked prices provided by principal market makers.
Any security for which the primary market is on an exchange is valued at the
last sale price on such exchange on the day of valuation or, if there was no
sale on such day, the last bid price quoted on such day. Forward currency
contracts are valued at the current cost of covering or offsetting the contract
on the day of valuation. Securities and assets for which market quotations are
not readily available are valued at fair value as determined in good faith by or
under the direction of the Board of Directors of the Fund.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
In connection with transactions in repurchase agreements with U.S. financial
institutions, it is the Fund's policy that its custodian or designated
subcustodians, as the case may be under triparty repurchase agreements, takes
possession of the underlying collateral securities, the value of which exceeds
the principal amount of the repurchase transaction including accrued interest.
To the extent that any repurchase transaction exceeds one business day, the
value of the collateral is marked-to-market on a daily basis to ensure the
adequecy of

See Notes to Financial Statements.

B-48
<PAGE>
the collateral. If the seller defaults and the value of the collateral declines
or if bankruptcy proceedings are commenced with respect to the seller of the
security, realization of the collateral by the Fund may be delayed or limited.
Foreign Currency Translation: The books and records of the Fund are maintained
in United States dollars. Foreign currency amounts are translated into United
States dollars on the following basis:
(i) market value of investment securities, other assets and liabilities--at
the current rates of exchange.
(ii) purchases and sales of investment securities, income and expenses--at
the rates of exchange prevailing on the respective dates of such
transactions.
Although the net assets of the Fund are presented at the foreign exchange
rates and market values at the close of the year, the Fund does not isolate that
portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of the securities held at year end. Similarly, the Fund does not isolate
the effect of changes in foreign exchange rates from the fluctuations arising
from changes in the market prices of long-term debt securities sold during the
year. Accordingly, realized foreign currency gains (losses) are included in the
reported net realized losses on security transactions.
Net realized losses on foreign currency transactions represent net foreign
exchange losses from sales and maturities of short-term securities and forward
currency contracts, disposition of foreign currencies, currency gains or losses
realized between the trade and settlement dates on securities transactions, and
the difference between the amounts of interest, U.S. and foreign taxes recorded
on the Fund's books and the US dollar equivalent amounts actually received or
paid. Net currency gains (losses) from valuing foreign currency denominated
assets (excluding investments) and liabilities at year end exchange rates are
reflected as a component of net unrealized depreciation on investments and
foreign currencies.
Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of U.S. companies as a result of,
among other factors, the possibility of political or economic instability and
the level of governmental supervision and regulation of foreign securities
markets.
Forward Currency Contracts: A forward currency contract is a commitment to
purchase or sell a foreign currency at a future date at a negotiated forward
rate. The Fund enters into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign portfolio
holdings or on specific receivables and payables denominated in a foreign
currency. The contracts are valued daily at current exchange rates and any
unrealized gain or loss is included in net unrealized appreciation or
depreciation on investments. Gain or loss is realized on the settlement date of
the contract equal to the difference between the settlement value of the
original and renegotiated forward contracts. This gain or loss, if any, is
included in net realized gain (loss) on foreign currency transactions. Risks may
arise upon entering into these contracts from the potential inability of the
counterparties to meet the terms of their contracts.
Options: The Fund may either purchase or write options in order to hedge against
adverse market movements or fluctuations in value caused by changes in
prevailing interest rates or foreign currency exchange rates with respect to
securities or currencies which the Fund currently owns or intends to purchase.
When the Fund purchases an option, it pays a premium and an amount equal to that
premium is recorded as an investment. When the Fund writes an option, it
receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Fund realizes
a gain or loss to the extent of the premium received or paid. If an option is
exercised, the premium received or paid is an adjustment to the proceeds from
the sale or the cost basis of the purchase in determining whether the Fund has
realized a gain or loss. The difference between the premium and the amount
received or paid on effecting a closing purchase or sale transaction is also
treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions. Gain or loss on
written options is presented separately as net realized gain (loss) on written
option transactions.
The Fund, as writer of an option, has no control over whether the underlying
securities or currencies may be sold (called) or purchased (put). As a result,
the Fund bears the market risk of an unfavorable change in the price of the
security or currency underlying the written option. The Fund, as purchaser of an
option, bears the risk of the potential inability of the counterparties to meet
the terms of their contracts.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Fund is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the "initial margin". Subsequent payments, known as "variation
margin", are made or

B-49

<PAGE>
received by the Fund each day, depending on the daily fluctuations in the value
of the underlying security. Such variation margin is recorded for financial
statement purposes on a daily basis as unrealized gain or loss. When the
contract expires or is closed, the gain or loss is realized and is presented in
the statement of operations as net realized gain (loss) on financial futures
contracts.
The Fund invests in financial futures contracts in order to hedge its existing
portfolio securities, or securities the Fund intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Fund may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.
There were no financial futures contracts outstanding at December 31, 1994.
Security Transactions and Investment Income: Security transactions are recorded
on the trade date. Realized and unrealized gains and losses from security and
currency transactions are calculated on the identified cost basis. Interest
income which is comprised of three elements: stated coupon, original issue
discount and market discount, is recorded on the accrual basis.
Dividends and Distributions: Dividends are declared quarterly. Distributions of
long-term capital gains, if any, will be declared annually. Dividends and
distributions are recorded on the ex-dividend dates.
Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to differing
treatments for foreign currencies and loss deferrals.
Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies. The
effect of applying this statement was to decrease paid-in capital in excess of
par by $10,394,847, increase undistributed net investment income by $101,702 and
decrease accumulated net realized loss on investments by $10,293,145 for
realized foreign currency losses incurred during the fiscal year ended December
31, 1994. Net investment income, net realized gains and net assets were not
affected by this change.
Taxes: It is the Fund's policy to continue to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Withholding taxes on foreign interest have been provided for in accordance
with the Fund's understanding of the applicable country's tax rates.

NOTE 2. AGREEMENTS The Fund has a management
agreement with Prudential Mutual Fund Management,
Inc. ("PMF"). Pursuant to this agreement PMF has responsibility for all
investment advisory services and supervises the subadviser's performance of such
services. PMF, has entered into a subadvisory agreement with The Prudential
Investment Corporation ("PIC"); PIC furnishes investment advisory services in
connection with the management of the Fund. PMF pays for the cost of the
subadviser's services, the compensation of officers of the Fund, occupancy and
certain clerical and bookkeeping costs of the Fund. The Fund bears all other
costs and expenses.
The management fee paid PMF is computed weekly and payable monthly, at the
annual rate of 0.75% of the Fund's average weekly net assets up to US $1 billion
and 0.70% of average weekly net assets in excess of US $1 billion.
PMF and PIC are indirect wholly-owned subsidiaries of The Prudential
Insurance Company of America ("Prudential").

NOTE 3. PORTFOLIO Purchases and sales of invest-
SECURITIES ment securities, other than
short-term investments and options written, for
the year ended December 31, 1994 aggregated $1,546,319,642 and $1,590,991,337,
respectively.
At December 31, 1994, the Fund had outstanding forward currency contracts,
both to purchase and sell foreign currencies, as follows:
<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT APPRECIATION
PURCHASE CONTRACTS PAYABLE VALUE (DEPRECIATION)
- ------------------ --------------- ------------ --------------
<S> <C> <C> <C>
Australian
Dollars,
expiring
3/15/95......... $ 13,078,796 $ 13,095,920 $ 17,124
Belgian Francs,
expiring
1/30/95......... 4,135,838 4,155,232 19,394
British Pounds,
expiring
1/23/95......... 32,720,942 31,979,539 (741,403)
Canadian Dollars,
expiring
2/9/95.......... 35,413,586 34,331,097 (1,082,489)
Danish Kroner,
expiring
3/6/95.......... 1,462,349 1,477,057 14,708
French Francs,
expiring
2/7/95.......... 11,142,380 10,849,428 (292,952)
</TABLE>

B-50

<PAGE>

<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT APPRECIATION
PURCHASE CONTRACTS PAYABLE VALUE (DEPRECIATION)
- ------------------ --------------- ------------ --------------
<S> <C> <C> <C>
German
Deutschemarks,
expiring 1/6/95-
3/28/95......... $ 138,813,985 $138,906,631 $ 92,646
Italian Lira,
expiring
2/21/95......... 9,944,012 10,035,322 91,310
Japanese Yen,
expiring
2/14/95-
3/13/95......... 65,410,723 64,913,430 (497,293)
Netherland
Guilders,
expiring
3/6/95.......... 7,673,665 7,803,321 129,656
New Zealand
Dollars,
expiring
2/14/95-
4/26/95......... 23,108,783 23,663,144 554,361
Swedish Krona,
expiring
2/7/95.......... 3,596,352 3,546,855 (49,497)
Swiss Francs,
expiring
1/23/95......... 16,376,027 16,403,317 27,290
--------------- ------------ --------------
$ 362,877,438 $361,160,293 $ (1,717,145)
============== ============ =============

<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT APPRECIATION
SALE CONTRACTS RECEIVABLE VALUE (DEPRECIATION)
- ------------------ --------------- ------------ --------------
<S> <C> <C> <C>
Australian
Dollars,
expiring
2/17/95-
3/6/95.......... $ 14,053,319 $ 14,382,016 $ (328,697)
Belgian Francs,
expiring
1/30/95......... 2,793,000 2,797,317 (4,317)
British Pounds,
expiring
1/23/95......... 39,462,316 39,333,077 129,239
Canadian Dollars,
expiring
2/9/95.......... 33,495,137 32,459,601 1,035,536
Danish Kroner,
expiring
2/6/95.......... 4,956,078 4,774,772 181,306
German
Deutschemarks,
expiring
1/23/95-
3/28/95......... 131,302,211 131,626,397 (324,186)
Irish Pounds,
expiring
3/10/95......... 5,463,530 5,503,398 (39,868)
Italian Lira,
expiring
2/21/95......... 11,083,874 11,158,053 (74,179)
Japanese Yen,
expiring
2/14/95-
3/13/95......... 42,165,662 41,761,961 403,701
New Zealand
Dollars,
expiring
2/14/95-
4/26/95......... 13,474,518 13,879,554 (405,036)
Spanish Pesetas,
expiring
2/22/95......... 2,407,782 2,392,780 15,002
Swiss Francs,
expiring
1/23/95......... 16,376,027 16,557,737 (181,710)
--------------- ------------ --------------
$ 317,033,454 $316,626,663 $ 406,791
============== ============ =============
</TABLE>
Transactions in options written for the year ended December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
NUMBER
OF
CONTRACTS PREMIUMS
(000) RECEIVED
-------- ------------
<S> <C> <C>
Options outstanding at December
31, 1993...................... 118,012 $ 665,215
Options written................. 465,535 3,147,656
Options terminated in closing
purchase transactions......... (124,140) (995,458)
Options expired................. (240,300) (1,339,008)
Options exercised............... (170,960) (947,137)
-------- ------------
Options outstanding at December
31, 1994...................... 48,147 $ 531,268
======== ===========

</TABLE>
The federal income tax basis of the Fund's investments at December 31, 1994
was $320,400,181 and, accordingly, net unrealized depreciation for United States
federal income tax purposes was $5,736,141 (gross unrealized appreciation--
$1,313,460; gross unrealized depreciation--$7,049,601).

For federal income tax purposes, the Fund has a capital loss carryforward as
of December 31, 1994 of approximately $19,895,830 which will expire in 2002.
Accordingly, no capital gains distribution is expected to be paid to
shareholders until net gains have been realized in excess of such amount.

The Fund has elected to treat approximately $2,362,300 of net capital losses
and approximately $6,843,600 of net currency losses incurred in the two month
period ended December 31, 1994 as having incurred in the following fiscal year.

As of December 31, 1994, the Fund has a 4.4% undivided interest in the joint
account. The undivided interest for the Fund represented $33,757,000 in the
principal amount. As of such date, each repurchase agreement in the joint
account and the collateral therefor was as follows:

Goldman, Sachs & Co., 5.75%, in the principal amount of $250,000,000,
repurchase price $250,159,722, due 1/3/95. The value of the collateral including
accrued interest is $255,000,108.

Lehman Government Securities Inc., 5.90%, in the principal amount of
$70,000,000, repurchase price $70,045,889, due 1/3/95. The value of the
collateral including accrued interest is $71,379,084.

B-51

<PAGE>
Morgan Stanley & Co., 5.75%, in the principal amount of $250,000,000,
repurchase price $250,159,722, due 1/3/95. The value of the collateral including
accrued interest is $255,146,220.
Smith Barney, Inc., 5.95%, in the principal amount of $200,000,000,
repurchase price $200,132,222, due 1/3/95. The value of the collateral including
accrued interest is $204,036,161.

NOTE 5. CAPITAL There are 200 million shares
of $.01 par value common stock authorized. Of the
45,642,508 shares outstanding at December 31, 1994, Prudential owned 11,000
shares.

NOTE 6. QUARTERLY DATA
(UNAUDITED)
<TABLE>
<CAPTION>
NET REALIZED AND
UNREALIZED
GAINS (LOSSES) ON NET INCREASE (DECREASE)
INVESTMENTS IN NET ASSETS
QUARTERLY NET INVESTMENT AND FOREIGN RESULTING FROM
PERIOD TOTAL INCOME CURRENCIES OPERATIONS
ENDED INCOME AMOUNT PER SHARE AMOUNT PER SHARE AMOUNT PER SHARE
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------- ---------- ------------------------ -------------------------- --------------------------
March 31, 1993 $7,647,932 $6,639,056 $0.15 $14,834,350 $0.33 $21,473,406 $0.48
June 30, 1993 7,413,933 6,508,833 0.14 11,850,346 0.26 18,359,179 0.40
Sept. 30, 1993 7,289,441 6,284,989 0.14 1,423,613 0.03 7,708,602 0.17
Dec. 31, 1993 6,588,904 5,623,953 0.12 5,493,009 0.12 11,116,962 0.24
March 31, 1994 6,244,690 5,303,162 0.12 (18,489,710) (0.41) (13,186,548) (0.29)
June 30, 1994 6,041,022 5,135,895 0.11 (10,804,079) (0.23) (5,668,184) (0.12)
Sept. 30, 1994 5,910,445 4,885,074 0.11 (6,032,968) (0.13) (1,147,894) (0.02)
Dec. 31, 1994 6,073,987 5,270,934 0.11 (9,016,665) (0.20) (3,745,731) (0.09)
<CAPTION>
DIVIDENDS
QUARTERLY AND SHARE
PERIOD DISTRIBUTIONS PRICE
ENDED AMOUNT PER SHARE HIGH LOW
<S> <C> <C> <C> <C>
- --------------- ------------------------- ------------
March 31, 1993 $7,302,526 $ 0.16 $7 3/4 $7
June 30, 1993 7,302,526 0.16 7 3/4 7 1/8
Sept. 30, 1993 7,302,526 0.16 7 7/8 7 3/8
Dec. 31, 1993 15,747,378 0.345 7 3/4 7
March 31, 1994 10,040,927 0.22 7 1/4 6 1/4
June 30, 1994 5,477,101 0.12 6 1/2 5 5/8
Sept. 30, 1994 5,020,675 0.11 6 1/4 5 3/4
Dec. 31, 1994 4,792,464 0.11 6 5 1/2
</TABLE>
B-52
<PAGE>
- --------------------------------------------------------------------------------
THE GLOBAL GOVERNMENT PLUS FUND, INC.
Financial Highlights
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
PER SHARE OPERATING PERFORMANCE: 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
-------- -------- -------- -------- --------
Net asset value, beginning of year.............................. $ 7.84 $ 7.38 $ 8.28 $ 8.25 $ 8.25
-------- -------- -------- -------- --------
Net investment income........................................... .45 .55 .67 .66 .59
Net realized and unrealized gain (loss) on investments and
foreign currencies............................................ (.97) .74 (.70) .09 .06
-------- -------- -------- -------- --------
Total from investment operations.............................. (.52) 1.29 (.03) .75 .65
-------- -------- -------- -------- --------
Dividends from net investment income............................ (.23) (.23) (.67) (.66) (.59)
Distributions from net capital gains............................ (.10) (.54) (.20) -- --
Distributions in excess of net capital gains.................... -- (.06) -- -- --
Tax return of capital distributions............................. (.23) -- -- (.06) (.21)
-------- -------- -------- -------- --------
Total dividends and distributions............................. (.56) (.83) (.87) (.72) (.80)
-------- -------- -------- -------- --------
Increase resulting from Fund share transactions................. -- -- -- -- .15
-------- -------- -------- -------- --------
Net asset value, end of year.................................... $ 6.76 $ 7.84 $ 7.38 $ 8.28 $ 8.25
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Per share market price, end of year............................. $ 5.625 $ 7.00 $ 7.00 $ 7.75 $ 7.25
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
TOTAL INVESTMENT RETURN+........................................ (12.04)% 11.57% 1.25% 17.44% 8.04%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year(000).................................... $308,703 $357,783 $336,780 $377,911 $376,722
Average net assets (000)........................................ $331,421 $361,374 $364,037 $364,072 $382,943
Ratio of expenses to average net assets......................... 1.11% 1.07% 1.15% 1.29% 1.47%
Ratio of net investment income to average net assets............ 6.21% 6.93% 8.36% 8.30% 7.40%
Portfolio turnover rate......................................... 526% 441% 346% 267% 503%
</TABLE>
- ---------------
D Total investment return is calculated assuming a purchase of common
stock at the current market value on the first day and a sale at
the current market value on the last day of each year reported.
Dividends and distributions are assumed for purposes of this
calculation to be reinvested at prices obtained under the dividend
reinvestment plan. This calculation does not reflect brokerage
commissions.
Contained above is selected data for a share of common stock
outstanding, total investment return, ratios to average net assets
and other supplemental data for the years indicated. This
information has been determined based upon information provided
in the financial statements and market price data for the Fund's
shares.

See Notes to Financial Statements.

B-53

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
The Global Government Plus Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Global Government Plus Fund,
Inc. (the "Fund") at December 31, 1994, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1994 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York
February 28, 1995

B-54
<PAGE>

APPENDIX A--GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

ASSET ALLOCATION

Asset allocation is a technique for reducing risk, providing balance. Asset
allocation among different types of securities within an overall investment
portfolio helps to reduce risk and to potentially provide stable returns, while
enabling investors to work toward their financial goal(s). Asset allocation is
also a strategy to gain exposure to better performing asset classes while
maintaining investment in other asset classes.

DIVERSIFICATION

Diversification is a time-honored technique for reducing risk, providing
"balance" to an overall portfolio and potentially achieving more stable returns.
Owning a portfolio of securities mitigates the individual risks (and returns) of
any one security. Additionally, diversification among types of securities
reduces the risks and (general returns) of any one type of security.

DURATION

Debt securities have varying levels of sensitivity to interest rates. As
interest rates fluctuate, the value of a bond (or a bond portfolio) will
increase or decrease. Longer term bonds are generally more sensitive to changes
in interest rates. When interest rates fall, bond prices generally rise.
Conversely, when interest rates rise, bond prices generally fall.

Duration is an approximation of the price sensitivity of a bond (or a bond
portfolio) to interest rate changes. It measures the weighted average maturity
of a bond's (or a bond portfolio's) cash flows, i.e., principal and interest
rate payments. Duration is expressed as a measure of time in years--the longer
the duration of a bond (or a bond portfolio), the greater the impact of interest
rate changes on the bond's (or the bond portfolio's) price. Duration differs
from effective maturity in that duration takes into account call provisions,
coupon rates and other factors. Duration measures interest rate risk only and
not other risks, such as credit risk and, in the case of non-U.S. dollar
denominated securities, currency risk. Effective maturity measures the final
maturity dates of a bond (or a bond portfolio).

MARKET TIMING

Market timing--buying securities when prices are low and selling them when
prices are relatively higher--may not work for many investors because it is
impossible to predict with certainty how the price of a security will fluctuate.
However, owning a security for a long period of time may help investors offset
short-term price volatility and realize positive returns.

POWER OF COMPOUNDING

Over time, the compounding of returns can significantly impact investment
returns. Compounding is the effect of continuous investment on long-term
investment results, by which the proceeds of capital appreciation (and income
distributions, if elected) are reinvested to contribute to the overall growth of
assets. The long-term investment results of compounding may be greater than that
of an equivalent initial investment in which the proceeds of capital
appreciation and income distributions are taken in cash.

I-1

<PAGE>

APPENDIX B--HISTORICAL PERFORMANCE DATA

The historical performance data contained in this Appendix relies on data
obtained from statistical services, reports and other services believed by the
Manager to be reliable. The information has not been independently verified by
the Manager.

This chart shows the long-term performance of various asset classes and the
rate of inflation.

CAMERA READY GRAPH

Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. This chart is for illustrative
purposes only and is not indicative of the past, present, or future performance
of any asset class or any Prudential Mutual Fund.

Generally, stock returns are attributable to capital appreciation and the
reinvestment of distributions. Bond returns are attributable mainly to the
reinvestment of distributions. Also, stock prices are usually more volatile than
bond prices over the long-term.

Small stock returns for 1926-1989 are those of stocks comprising the 5th
quintile of the New York Stock Exchange. Thereafter, returns are those of the
Dimensional Fund Advisors (DFA) Small Company Fund. Common stock returns are
based on the S&P Composite Index, a market-weighted, unmanaged index of 500
stocks (currently) in a variety of industries. It is often used as a broad
measure of stock market performance.

Long-term government bond returns are represented by a portfolio that contains
only one bond with a maturity of roughly 20 years. At the beginning of each year
a new bond with a then-current coupon replaces the old bond. Treasury bill
returns are for a one-month bill. Treasuries are guaranteed by the government as
to the timely payment of principal and interest; equities are not. Inflation is
measured by the consumer price index (CPI).

Impact of Inflation. The "real" rate of investment return is that which exceeds
the rate of inflation, the percentage change in the value of consumer goods and
the general cost of living. A common goal of long-term investors is to outpace
the erosive impact of inflation on investment returns.

II-1
<PAGE>

Set forth below is historical performance data relating to various sectors
of the fixed-income securities markets. The chart shows the historical total
returns of U.S. Treasury bonds, U.S. mortgage securities, U.S. corporate bonds,
U.S. high yield bonds and world government bonds on an annual basis from 1987 to
May 1995. The total returns of the indices include accrued interest, plus the
price changes (gains or losses) of the underlying securities during the period
mentioned. The data is provided to illustrate the varying historical total
returns and investors should not consider this performance data as an indication
of the future performance of the Fund or of any sector in which the Fund
invests.

All information relies on data obtained from statistical services, reports
and other services believed by the Manager to be reliable. Such information has
not been verified. The figures do not reflect the operating expenses and fees of
a mutual fund. See "Fund Expenses" in the prospectus. The net effect of the
deduction of the operating expenses of a mutual fund on these historical total
returns, including the compounded effect over time, could be substantial.

HISTORICAL TOTAL RETURNS OF DIFFERENT BOND MARKET SECTORS

YTD
'87 '88 '89 '90 '91 '92 '93 '94 9/95
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

U.S. Government
Treasury
Bonds(1) 2.0% 7.0% 14.4 % 8.5 % 15.3% 7.2% 10.7% (3.4)% 13.2%
----------------------------------------------------------------------------------------------------------------
U.S. Government
Mortgage
Securities(2) 4.3% 8.7% 15.4 % 10.7 % 15.7% 7.0% 6.8% (1.6)% 13.1%
----------------------------------------------------------------------------------------------------------------
U.S. Investment Grade
Corporate
Bonds(3) 2.6% 9.2% 14.1 % 7.1 % 18.5% 8.7% 12.2% (3.9)% 16.5%
----------------------------------------------------------------------------------------------------------------
U.S.
High Yield
Corporate
Bonds(4) 5.0% 12.5% 0.8 % (9.6)% 46.2% 15.8% 17.1% (1.0)% 15.6%
----------------------------------------------------------------------------------------------------------------
World
Government
Bonds(5) 35.2% 2.3% (3.4)% 15.3 % 16.2% 4.8% 15.1% 6.0 % 17.1%
=================================================================================================================
Difference between highest
and lowest return percent 33.2 10.2 18.8 24.9 30.9 11.0 10.3 9.9 4.0

</TABLE>

- ----------
(1) Lehman Brothers Treasury Bond Index is an unmanaged index made up of over
150 public issues of the U.S. Treasury having maturities of at least one year.

(2) Lehman Brothers Mortgage-Backed Securities Index is an unmanaged index that
includes over 600 15- and 30-year fixed-rate mortgage-backed securities of the
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

(3) Lehman Brothers Corporate Bond Index includes over 3,000 public fixed-rate,
nonconvertible investment-grade bonds. All bonds are U.S. dollar-denominated
issues and include debt issued or guaranteed by foreign sovereign governments,
municipalities, governmental agencies or international agencies. All bonds in
the index have maturities of at least one year.

(4) Lehman Brothers High Yield Bond Index is an unmanaged index comprising over
750 public, fixed-rate, nonconvertible bonds that are rated Ba1 or lower by
Moody's Investors Service (or rated BB+ or lower by Standard & Poor's or Fitch
Investors Service). All bonds in the index have maturities of at least one year.

(5) Salomon Brothers World Government Index (Non U.S.) includes over 800 bonds
issued by various foreign governments or agencies, excluding those in the U.S.,
but including those in Japan, Germany, France, the U.K., Canada, Italy,
Australia, Belgium, Denmark, the Netherlands, Spain, Sweden, and Austria. All
bonds in the index have maturities of at least one year.

II-2

<PAGE>

This chart below shows the historical volatility of general interest rates
as measured by the long U.S. Treasury Bond.

CAMERA READY GRAPH

- ----------
Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex Sinquefield). Used
with permission. All rights reserved. The chart illustrates the historical yield
of the long-term U.S. Treasury Bond from 1926-1994. Yields represent that of an
annually renewed one-bond portfolio with a remaining maturity of approximately
20 years. This chart is for illustrative purposes and should not be construed to
represent the yields of any Prudential Mutual Fund.

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