<PAGE>
As filed with the Securities and Exchange Commission on August 9, 1996
Securities Act Registration No. 33-15166
Investment Company Act Registration No. 811-5206
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [_]
[X]
POST-EFFECTIVE AMENDMENT NO. 16
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
[X]
AMENDMENT NO. 17
(Check appropriate box or boxes)
-----------
PRUDENTIAL NATURAL RESOURCES FUND, INC.
(formerly Prudential Global Natural Resources Fund, Inc.)
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(NAME AND ADDRESS OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[_] immediately upon filing pursuant to paragraph (b)
[X] on September 3, 1996 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a) (1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[_] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE. THE REGISTRANT FILED A NOTICE UNDER SUCH RULE FOR ITS
FISCAL YEAR ENDED MAY 31, 1996 ON OR ABOUT JULY 29, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
------------- --------
<C> <S> <C>
PART A
Item 1. Cover Page........................... Cover Page; Wrapper
Item 2. Synopsis............................. Fund Expenses; Wrapper
Supplement
Item 3. Condensed Financial Information...... Fund Expenses; Financial
Highlights
Item 4. General Description of Registrant.... Cover Page; How the Fund
Invests; General Information
Item 5. Management of the Fund............... Financial Highlights; How the
Fund is Managed; General
Information; Wrapper
Item 6. Capital Stock and Other Securities... Taxes, Dividends and
Distributions; General
Information; Supplement
Item 7. Purchase of Securities Being Offered. Shareholder Guide; How the
Fund Values Its Shares;
Wrapper
Item 8. Redemption or Repurchase............. Shareholder Guide
Item 9. Pending Legal Proceedings............ Not Applicable
PART B
Item 10. Cover Page........................... Cover Page
Item 11. Table of Contents.................... Table of Contents
Item 12. General Information and History...... General Information
Item 13. Investment Objectives and Policies... Investment Objective and
Policies; Investment
Restrictions
Item 14. Management of the Fund............... Directors and Officers;
Manager; Distributor;
Supplement
Item 15. Control Persons and Principal Holders
of Securities........................ Trustees and Officers;
Item 16. Investment Advisory and Other Supplement
Services............................. Manager; Distributor;
Custodian, Transfer and
Dividend Disbursing Agent and
Independent Accountants
Item 17. Brokerage Allocation and Other
Practices............................ Portfolio Transactions and
Brokerage
Item 18. Capital Stock and Other Securities... Not Applicable
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered............. Purchase and Redemption of
Fund Shares; Shareholder
Investment Account; Supplement
Item 20. Tax Status........................... Taxes
Item 21. Underwriters......................... Distributor
Item 22. Calculation of Performance Data...... Performance Information
Item 23. Financial Statements................. Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.
<PAGE>
Prudential Natural Resources Fund, Inc.
(Class Z Shares)
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PROSPECTUS DATED , 1996
- --------------------------------------------------------------------------------
Prudential Natural Resources Fund, Inc., formerly Prudential Global Natural
Resources Fund, Inc. (the Fund), is an open-end, diversified, management
investment company. Its investment objective is long-term growth of capital. It
seeks to achieve this objective by investing primarily in securities of foreign
and domestic companies that own, explore, mine, process or otherwise develop,
or provide goods and services with respect to, natural resources and in
securities, the terms of which are related to the market value of a natural
resource (asset-based securities). The Fund will, under normal circumstances,
invest at least 65% of its total assets in common stocks and equivalents (such
as convertible debt securities and warrants) of natural resource companies and
in asset-based securities. The Fund may also invest in equity securities of
companies in other industries, fixed-income securities (including money market
instruments), and derivatives, including options on equity securities, stock
indices, foreign currencies and futures contracts on foreign currencies, and
may buy and sell futures contracts on foreign currencies and on stock indices
so as to hedge its portfolio. There can be no assurance that the Fund's
investment objective will be achieved. See "How the Fund Invests--Investment
Objective and Policies." The Fund's address is One Seaport Plaza, New York, New
York 10292, and its telephone number is (800) 225-1852.
The Fund's purchase and sale of put and call options may be considered
speculative and may result in higher risks and costs to the Fund. The Fund may
also buy and sell options on stock indices pursuant to limits described herein.
See "How the Fund Invests--Investment Objective and Policies."
The Fund is not intended to constitute a complete investment program. Because
of its objective and policies, including its foreign investments and its
concentration in securities of natural resource companies, the Fund may be
considered of a speculative nature and subject to greater investment risks than
are assumed by certain other investment companies that invest solely in
securities of U.S. issuers or that do not concentrate their investments in
particular industries. See "How the Fund Invests--Investment Objective and
Policies--Special Considerations and Risks."
- --------------------------------------------------------------------------------
Class Z shares are offered exclusively for sale to a limited group of
investors. Only Class Z shares are offered through this Prospectus. The Fund
also offers Class A, Class B and Class C shares through the attached Prospectus
dated July 30, 1996 (the Retail Class Prospectus) which is a part hereof.
- --------------------------------------------------------------------------------
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information about
the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated July 30, 1996, which information is
incorporated herein by reference (is legally considered a part of this
Prospectus) and is available without charge upon request to the Fund at the
address or telephone number noted above.
- --------------------------------------------------------------------------------
Investors are advised to read this Prospectus and retain it for future
reference.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
FUND EXPENSES
<TABLE>
<CAPTION>
CLASS Z SHARES
--------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage
of offering price)....................................... None
Maximum Sales Load or Deferred Sales Load Imposed on
Reinvested Dividends..................................... None
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, whichever is lower)........ None
Redemption Fees.......................................... None
Exchange Fee............................................. None
<CAPTION>
ANNUAL FUND OPERATING EXPENSES*
<S> <C>
(as a percentage of average net assets) CLASS Z SHARES
----------------
Management Fees.......................................... .75%
12b-1 Fees .............................................. None
Other Expenses........................................... .57%
---
Total Fund Operating Expenses ........................... 1.32%
====
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXAMPLE ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual re-
turn and (2) redemption at the end of each
time period:
Class Z..................................... $13 $42 $72 $159
</TABLE>
The above example is based on expenses expected to have been incurred if Class
Z shares had been in existence throughout the fiscal year ended May 31, 1996.
The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
The purpose of this table is to assist investors in understanding the various
costs and expenses that an investor in Class Z shares of the Fund will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Fund is Managed." "Other Expenses" includes
operating expenses of the Fund, such as Directors' and professional fees,
registration fees, reports to shareholders, transfer agency and custodian
(domestic and foreign) fees and miscellaneous fees, but excludes foreign
withholding taxes.
- ------------
* Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended May 31,1996.
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO BUY SHARES
OF THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR SHARES" IN THE RETAIL
CLASS PROSPECTUS:
Class Z shares of the Fund are available for purchase by the following
categories of investors:
(i) pension, profit-sharing or other employee benefit plans qualified under
Section 401 of the Internal Revenue Code, deferred compensation and annuity
plans under Section 457 and 403(b)(7) of the Internal Revenue Code and non-
qualified plans for which the Fund is an available option (Benefit Plans),
provided such plans (in combination with other plans sponsored by the same
employer or group of related employers) have at least $50 million in defined
contribution assets; (ii) participants (other than Benefit Plans and
individual retirement accounts) in any fee-based program sponsored by
Prudential Securities or its affiliates which includes mutual funds as
investment options and for which the Fund is an available option; and (iii)
investors who are, or have executed a letter of intent to become, stockholders
of any series of The Prudential Institutional Fund (Institutional Fund) on or
before one or more series of Institutional Fund reorganize or who on that date
have investments in certain products for which Institutional Fund provides
exchangeability. After a Benefit Plan qualifies to purchase Class Z shares,
all subsequent purchases will be for Class Z shares.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE
YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shareholders of the Fund may exchange their Class Z shares for Class
Z shares of other Prudential Mutual Funds on the basis of relative net asset
value. Shareholders who qualify to purchase Class Z shares (other than
participants in any fee-based program) will have their Class B and Class C
shares which are not subject to contingent deferred sales charges and their
Class A shares exchanged for Class Z shares on a quarterly basis. Participants
(other than Benefit Plans and individual retirement accounts) in any fee-based
program for which the Fund is an available option will have their Class A
shares, if any, exchanged for Class Z shares when they elect to have those
assets become a part of the fee-based program. Upon leaving the program
(whether voluntarily or not), such Class Z shares (and, to the extent provided
for in the program, Class Z shares acquired through participation in the
program) will be exchanged for Class A shares at net asset value. See
"Shareholder Guide--How to Exchange Your Shares--Special Exchange Privilege."
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR"
IN THE RETAIL CLASS PROSPECTUS:
Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which is reimbursed by or paid for by the
Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND VALUES ITS SHARES" IN
THE RETAIL CLASS PROSPECTUS:
The NAV of Class Z shares will generally be higher than the NAV of Class A,
Class B or Class C shares as a result of the fact that Class Z shares are not
subject to any distribution and/or service fee. It is expected, however, that
the NAV of the four 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.
THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND DISTRIBUTIONS"
IN THE RETAIL CLASS PROSPECTUS:
The Fund has obtained opinions of counsel to the effect that neither (i) the
conversion of Class B shares into Class A shares nor (ii) the exchange of any
class of the Fund's shares for any other class of its shares constitutes a
taxable event for federal income tax purposes. However, such opinions are not
binding on the Internal Revenue Service.
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
<PAGE>
P
R
O
S
P
E
C
T
U
S
______, 1996
- --------------------------------------------------------------------------------
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 solicita-
tion of any offer to buy any of the securities offered hereby in any jurisdic-
tion to any person to whom it is unlawful to make such offer in such jurisdic-
tion.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUND HIGHLIGHTS............................................................ 2
Risk Factors and Special Characteristics.................................. 2
FUND EXPENSES.............................................................. 4
FINANCIAL HIGHLIGHTS....................................................... 5
HOW THE FUND INVESTS....................................................... 8
Investment Objective and Policies......................................... 8
Hedging and Return Enhancement Strategies................................. 11
Other Investments and Policies............................................ 13
Investment Restrictions................................................... 15
HOW THE FUND IS MANAGED.................................................... 15
Manager................................................................... 15
Distributor............................................................... 15
Portfolio Transactions.................................................... 17
Custodian and Transfer and Dividend Disbursing Agent...................... 17
HOW THE FUND VALUES ITS SHARES............................................. 18
HOW THE FUND CALCULATES
PERFORMANCE............................................................... 18
TAXES, DIVIDENDS AND DISTRIBUTIONS......................................... 19
GENERAL INFORMATION........................................................ 21
Description of Common Stock............................................... 21
Additional Information.................................................... 21
SHAREHOLDER GUIDE.......................................................... 22
How to Buy Shares of the Fund............................................. 22
Alternative Purchase Plan................................................. 23
How to Sell Your Shares................................................... 25
Conversion Feature--Class B Shares........................................ 28
How to Exchange Your Shares............................................... 29
Shareholder Services...................................................... 30
THE PRUDENTIAL MUTUAL FUND FAMILY.......................................... A-1
</TABLE>
- --------------------------------------------------------------------------------
MF 135Z 4441438
CUSIP No.: Class Z: 744334
PRUDENTIAL NATURAL
RESOURCES FUND, INC.
(CLASS Z SHARES)
------------
[LOGO OF PRUDENTIAL MUTUAL FUNDS APPEARS HERE]
<PAGE>
PRUDENTIAL NATURAL RESOURCES FUND, INC.
Supplement dated , 1996 to
Prospectus dated July 30, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK" IN THE PROSPECTUS:
The Fund is authorized to issue 500 million shares of common stock, $.01 par
value per share, divided into four classes of shares, designated Class A,
Class B, Class C and Class Z shares, each consisting of 125 million authorized
shares. Each class represents an interest in the same assets of the Fund and
is identical in all respects except that (i) each class is subject to
different sales charges and distribution and/or service fees (except for Class
Z shares which are not subject to any sales charges and distribution and/or
service fees), which may affect performance, (ii) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to
its distribution arrangements and has separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class, (iii) each class has a different exchange
privilege, (iv) only Class B shares have a conversion feature and (v) Class Z
shares are offered exclusively for sale to a limited group of investors. For
more information about Class Z shares, contact your Prudential Securities
financial adviser or Prusec representative or telephone the Fund at (800) 225-
1852. Since Class B and Class C shares generally bear higher distribution
expenses than Class A shares, the liquidation proceeds to shareholders of
those classes are likely to be lower than to Class A shareholders and to Class
Z shareholders, whose shares are not subject to any distribution and/or
service fee. In accordance with the Fund's Articles of Incorporation, the
Board of Directors may authorize the creation of additional series and classes
within such series, with such preferences, privileges, limitations and voting
and dividend rights as the Board of Directors may determine.
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND CALCULATES PERFORMANCE"
IN THE PROSPECTUS.
The Fund may include comparative performance information in advertising or
marketing the Fund's shares. The Fund may include performance information
about each of the Fund's classes and is no longer required to include
performance data for all classes of shares in an advertisement or other
information including performance data of the Fund. See "How the Fund
Calculates Performance."
MF135C-
1
<PAGE>
PRUDENTIAL NATURAL RESOURCES FUND, INC.
Supplement dated , 1996 to
Statement of Additional Information dated
July 30, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "TRUSTEES AND OFFICERS" IN THE STATEMENT
OF ADDITIONAL INFORMATION:
As of September 3, 1996, Prudential Mutual Fund Management, Inc., located at
One Seaport Plaza, New York, NY 10292, owned all of the Fund's Outstanding
Class Z shares and therefore controlled the Fund's Class Z shares.
THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF
ADDITIONAL INFORMATION:
Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which are reimbursed by or paid for by the
Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND SHARES"
IN THE STATEMENT OF ADDITIONAL INFORMATION:
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). Class Z shares of the
Fund are offered to a limited group of investors at net asset value without
any sales charges. See "Shareholder Guide--How to Buy Shares of the Fund" in
the Prospectus.
Each class represents an interest in the same assets of the Fund and is
identical in all respects except that (i) each class is subject to different
sales charges and distribution and/or service fees (except for Class Z shares
which are not subject to any sales charges and distribution and/or service
fees), which may affect performance, (ii) each class has exclusive voting
rights on any matter submitted to shareholders that relates solely to its
distribution arrangements and has separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class, (iii) each class has a different exchange
privilege, (iv) only Class B shares have a conversion feature and (v) Class Z
shares are offered exclusively for sale to a limited group of investors. See
"Distributor" and "Shareholder Investment--Account Exchange Privilege."
SPECIMEN PRICE MAKE-UP
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold with a maximum sales charge of 5% and
Class B*, Class C* and Class Z** shares are sold at net asset value. Using the
Fund's net asset value at May 31, 1996, the maximum offering price of the
Fund's shares is as follows:
<TABLE>
<CAPTION>
CLASS A
<S> <C>
Net asset value and redemption price per Class A share.................. $17.34
Maximum sales charge (5% of offering price)............................. .91
------
Offering price to public................................................ $18.25
======
CLASS B
Net asset value, offering price and redemption price per Class B share*. $16.70
======
CLASS C
Net asset value, offering price and redemption price per Class C share*. $16.70
======
CLASS Z
Net asset value, offering price and redemption price per Class Z
share**................................................................ $17.34
======
</TABLE>
- ---------
* Class B and Class C shares are subject to a contingent deferred sales
charge on certain redemptions. See "Shareholder Guide How to Sell Your
Shares Contingent Deferred Sales Charges" in the Prospectus.
** Class Z shares did not exist at May 31, 1996.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER INVESTMENT ACCOUNT--
EXCHANGE PRIVILEGE" IN THE STATEMENT OF ADDITIONAL INFORMATION:
CLASS Z. Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds.
MF135C-
2
<PAGE>
The Prospectus of Prudential Natural Resources Fund, Inc. dated July 30,
1996, and the Statement of Additional Information of Prudential Natural
Resources Fund, Inc. dated July 30, 1996 are incorporated by reference in
their entirety from Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A of Prudential Global Natural Resources Fund, Inc. (File
No. 33-15166) filed on July 26, 1996.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS:
(1) Financial statements incorporated by reference from the Prospectus
constituting Part A of the Registration Statement filed July 26, 1996:
Financial Highlights.
(2) Financial statements incorporated by reference from the Statement of
Additional Information constituting Part B of the Registration Statement
filed July 26, 1996:
Portfolio of Investments at May 31, 1996.
Statement of Assets and Liabilities at May 31, 1996.
Statement of Operations for the fiscal year ended May 31, 1996.
Statement of Changes in Net Assets for the fiscal years ended May 31,
1996 and 1995.
Notes to Financial Statements.
Financial Highlights.
Report of Independent Accountants.
(B) EXHIBITS:
1. (a) Articles of Restatement, incorporated by reference to Exhibit No.
1 to Post-Effective Amendment No. 14 to the Registration Statement on
Form N-1A filed via EDGAR on July 28, 1995 (File No. 33-15166).
(b) Articles of Amendment, incorporated by reference to Exhibit No.
1(b) to Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A filed via EDGAR on July 26, 1996 (File No. 33-15166).
(c) Articles Supplementary, incorporated by reference to Exhibit No.
1(c) to Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A filed via EDGAR on July 26, 1996 (File No. 33-15166).
2. (a) By-Laws of the Registrant, incorporated by reference to Exhibit
No. 2 to Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A filed via EDGAR on July 28, 1994 (File No. 33-
15166).
4. (a) Specimen certificate for Class B shares of common stock, $.01 par
value, of the Registrant, incorporated by reference to Exhibit No. 4
to Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A filed on March 1, 1988 (File No. 33-15166). (b) Specimen
certificate for Class A shares of common stock, $.01 par value, of
the Registrant, incorporated by reference to Exhibit No. 4(b) to Post-
Effective Amendment No. 7 to the Registration Statement on Form N-1A
filed on September 28, 1990 (File No. 33-15166).
5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit
No. 5(a) to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed on September 28, 1989 (File No. 33-
15166). (b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment Corporation,
incorporated by reference to Exhibit No. 5(b) to Post-Effective
Amendment No. 4 to the Registration Statement on Form N-1A filed on
September 28, 1989 (File No. 33-15166).
6. Restated Distribution Agreement, incorporated by reference to Exhibit
No. 6 to Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A filed via EDGAR on July 26, 1996 (File No. 33-
15166).
8. Custodian Contract between the Registrant and State Street Bank and
Trust Company, incorporated by reference to Exhibit No. 8 to Post-
Effective Amendment No. 4 to the Registration Statement on Form N-1A
filed on September 28, 1989 (File No. 33-15166).
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit No. 9 to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed on September 28, 1989 (File No. 33-
15166).
10. Opinion of Counsel, incorporated by reference to Exhibit No. 10 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-
1A filed on August 31, 1987 (File No. 33-15166).
11. Consent of Independent Accountants.*
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A filed on August 31, 1987 (File No. 33-15166).
C-1
<PAGE>
15. (a) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit No. 15(a) to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A filed via EDGAR on July 28, 1995
(File No. 33-15166). (b) Distribution and Service Plan for Class B
shares, incorporated by reference to Exhibit No. 15(b) to Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A filed via
EDGAR on July 28, 1995 (File No. 33-15166). (c) Distribution and Service
Plan for Class C shares, incorporated by reference to Exhibit No. 15(c)
to Post-Effective Amendment No. 14 to the Registration Statement on Form
N-1A filed via EDGAR on July 28, 1995 (File No. 3-15166).
16. (a) Schedule of Computation of Performance Quotations for Class B Shares,
incorporated by reference to Exhibit No. 16 to Post-Effective Amendment
No. 5 to the Registration Statement on Form No. N-1A filed on November 3,
1989 (File No. 33-15166). (b) Schedule of Computation of Performance
Quotations for Class A Shares, incorporated by reference to Exhibit No.
16(b) to Post-Effective Amendment No. 7 to the Registration Statement on
Form N-1A filed on September 28, 1990 (File No. 33-15166).
18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to Post-
Effective Amendment No.15 to the Registration Statement on Form N-1A
filed via EDGAR on July 26, 1996 (File No. 33-15166).
27. Financial Data Schedules, filed as Exhibit No. 27 to Post-Effective
Amendment No.15 to the Registration Statement on Form N-1A filed via
EDGAR on July 26, 1996 (File No. 33-15166).
Other Exhibits
Power of Attorney for:
Edward D. Beach
Donald D. Lennox
Douglas H. McCorkindale
Thomas T. Mooney
Louis A. Weil, III
Executed copies filed under Other Exhibits to Post-Effective Amendment No. 4
to the Registration Statement on Form N-1A filed on September 28, 1989 (File
No. 33-15166).
- ---------
* Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of July 12, 1996 there were 4,970, 10,991 and 220 record holders of Class
A, Class B and Class C shares, respectively, of common stock, $.01 par value
per share, of the Registrant.
ITEM 27. INDEMNIFICATION.
As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit 6 to
the Registration Statement), the Distributor of the Registrant may be
indemnified against liabilities which it may incur, except liabilities arising
from bad faith, gross negligence, willful misfeasance or reckless disregard of
duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1940 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter
C-2
<PAGE>
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1940 Act and will be governed by the final
adjudication of such issue.
The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of
indemnification payments to officers and directors under certain
circumstances.
Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from
reckless disregard by them of their respective obligations and duties under
the agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner
consistent with Release No. 11330 of the Securities and Exchange Commission
under the 1940 Act so long as the interpretation of Sections 17(h) and 17(i)
of such Act remain in effect and are consistently applied.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(i) Prudential Mutual Fund Management, Inc.
See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1996).
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ---------------- ----------------- ---------------------
<S> <C> <C>
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities Incorporated (Prudential
Securities); Vice President, Prudential Mutual Fund
Distributors, Inc. (PMFD)
Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary
President, General and Director, PMF; Senior Vice President, Prudential
Counsel, Securities; Executive Vice President, General
Secretary and Counsel, Secretary and Director, PMFD; Director,
Director Prudential Mutual Fund Services, Inc. (PMFS)
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and
President, Chief Financial Administrative Officer, Treasurer and Director, PMF;
and Administrative Officer, Senior Vice President, Prudential
Treasurer and Securities; Executive Vice President, Treasurer,
Director Comptroller and Director, PMFD; Director, PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential
751 Broad St. Insurance Company of America (Prudential); Vice
Newark, NJ 07102 President, The Prudential Investment Corporation
(PIC); President, Prudential Mutual Fund Investment
Management (PMFIM)
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating
Raritan Plaza One Officer and Director, PMFD; Chief Executive Officer
Edison, NJ 08837 and Director, PMFS; Director, PMF
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ---------------- ----------------- ---------------------
<S> <C> <C>
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer Executive Vice President, Director and Member of
and Director Operating Committee, Prudential Securities; Director,
Prudential Securities Group, Inc. (PSG); Executive
Vice President, PIC; Director, PMFD; Director, PMFS
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant
President, Secretary, PMF; Senior Vice President and Senior
Senior Counsel Counsel, Prudential Securities
and Assistant
Secretary
Donald Webber Executive Vice President Executive Vice President and Director of Sales, PMF
and Director of Sales
</TABLE>
(ii) The Prudential Investment Corporation (PIC)
See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ---------------- ----------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, The Prudential Insurance Com-
Two Gateway Center pany of America (Prudential); Senior Vice President,
Newark, NJ 07102 PIC
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Di-
rector, PMF; President, PMFIM
Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director, PMF;
One Seaport Plaza Executive Vice President, Director and Member of Op-
New York, NY 10292 erating Committee, Prudential Securities; Director,
PSG; Executive Vice President, PIC; Director, PMFD;
Director, PMFS
John L. Reeve Senior Vice President Managing Director, Prudential Asset Management Group;
Senior Vice President, PIC
Eric A. Simonson Vice President and Director Vice President and Director, PIC; Executive Vice Pres-
ident, Prudential
</TABLE>
C-4
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Prudential Securities Incorporated
Prudential Securities Incorporated is distributor for The Target Portfolio
Trust, The BlackRock Government Income Trust, The Global Government Plus Fund,
Inc., The Global Total Return Fund, Inc., Global Utility Fund, Inc., Nicholas-
Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund), Prudential
Allocation Fund, Prudential California Municipal Fund, Prudential Distressed
Securities Fund, Inc., Prudential Diversified Bond Fund, Inc., Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth
Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Government Income
Fund, Inc., Prudential Government Securities Trust, Prudential High Yield
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Jennison Fund, Inc.,
Prudential MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential
Municipal Series Fund, Prudential National Municipals Fund, Inc., Prudential
Natural Resources Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
Small Companies Fund, Inc., Prudential Special Money Market Fund, Inc.,
Prudential Structured Maturity Fund, Inc., Prudential Tax-Free Money Fund,
Inc., Prudential Utility Fund, Inc., Prudential World Fund, Inc. and
Prudential Securities is also a depositor for the following unit investment
trusts:
The Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
(b) Information concerning the officers and directors of Prudential
Securities Incorporated is set forth below.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(/1/) UNDERWRITER REGISTRANT
- --------- ------------- -------------
<S> <C> <C>
Robert Golden........... Executive Vice President None
One New York Plaza
New York, NY
Alan D. Hogan........... Executive Vice President, Chief Administrative Officer None
and Director
George A. Murray........ Executive Vice President and Director None
Leland B. Paton......... Executive Vice President and Director None
One New York Plaza
New York, NY
Martin Pfinsgraff....... Executive Vice President, Chief Financial Officer and Director None
Vincent T. Pica, II..... Executive Vice President and Director None
One New York Plaza
New York, NY
Richard A. Redeker..... Executive Vice President and Director President and
Director
Hardwick Simmons........ Chief Executive Officer, President and Director None
Lee B. Spencer, Jr. .... Executive Vice President, General Counsel and Director None
</TABLE>
- ---------
(/1/)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated
person of the Registrant.
C-5
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices
of State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts, The Prudential Investment Corporation, Prudential Plaza, 751
Broad Street, Newark, New Jersey, the Registrant, One Seaport Plaza, New York,
New York, and Prudential Mutual Fund Services, Inc., Raritan Plaza One,
Edison, New Jersey. Documents required by Rules 31a-1(b)(5), (6), (7), (9),
(10) and (11) and 31a-1(f) will be kept at Three Gateway Center, documents
required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and
the remaining accounts, books and other documents required by such other
pertinent provisions of Section 31(a) and the Rules promulgated thereunder
will be kept by State Street Bank and Trust Company and Prudential Mutual Fund
Services, Inc.
ITEM 31. MANAGEMENT SERVICES
Other than as set forth under the captions "How the Fund is Managed--
Manager" and "How the Fund is Managed--Distributor" in the Prospectus and the
captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service
contract.
ITEM 32. UNDERTAKINGS
The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of Registrant's latest annual report to shareholders
upon request and without charge.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 8th day of
August, 1996.
PRUDENTIAL NATURAL RESOURCES FUND, INC.
Richard A. Redeker
---------------------------------
(RICHARD A. REDEKER, PRESIDENT)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Susan C. Cote Treasurer and Principal Financial and August 8, 1996
- ------------------------- Accounting Officer
SUSAN C. COTE
/s/ Edward D. Beach Director August 8, 1996
- -------------------------
EDWARD D. BEACH
/s/ Donald D. Lennox Director August 8, 1996
- -------------------------
DONALD D. LENNOX
/s/ Douglas H.
McCorkindale Director August 8, 1996
- -------------------------
DOUGLAS H. MCCORKINDALE
/s/ Thomas T. Mooney Director August 8, 1996
- -------------------------
THOMAS T. MOONEY
/s/ Richard A. Redeker President and Director August 8, 1996
- -------------------------
RICHARD A. REDEKER
/s/ Louis A. Weil, III Director August 8, 1996
- -------------------------
LOUIS A. WEIL, III
</TABLE>
C-7
<PAGE>
PRUDENTIAL NATURAL RESOURCES FUND, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
-------------- ----------- -----------
<C> <S> <C>
1(a) Articles of Restatement, incorporated by refer- --
ence to Exhibit No. 1 to Post-Effective Amendment
No. 14 to the Registration Statement on Form N-1A
filed via EDGAR on July 28, 1995 (File No.
33-15166).
1(b) Articles of Amendment, incorporated by reference --
to Exhibit No. 1(b) to Post-Effective Amendment
No. 15 to the Registration Statement on Form N-1A
filed via EDGAR on July 26, 1996 (File No. 33-
15166).
1(c) Articles Supplemental, incorporated by reference --
to Exhibit No. 1(c) to Post-Effective Amendment
No. 15 to the Registration Statement on Form N-1A
filed via EDGAR on July 26, 1996 (File No. 33-
15166).
2 By-Laws of the Registrant, incorporated by refer- --
ence to Exhibit No. 2 to Post-Effective Amendment
No. 13 to the Registration Statement on Form N-1A
filed via EDGAR on July 28, 1994 (File No.
33-15166).
4(a) Specimen certificate for Class B shares of common --
stock, $.01 par value, of the Registrant, incor-
porated by reference to Exhibit No. 4 to Post-Ef-
fective Amendment No. 2 to the Registration
Statement on Form N-1A filed on March 1, 1988
(File No. 33-15166).
4(b) Specimen certificate for Class A shares of common --
stock, $.01 par value, of the Registrant, incor-
porated by reference to Exhibit No. 4(b) to Post-
Effective Amendment No. 7 to the Registration
Statement on Form N-1A filed on September 28,
1990 (File No. 33-15166).
5(a) Management Agreement between the Registrant and --
Prudential Mutual Fund Management, Inc., incorpo-
rated by reference to Exhibit No. 5(a) to Post-
Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed on September 28,
1989 (File No. 33-15166).
5(b) Subadvisory Agreement between Prudential Mutual --
Fund Management, Inc. and The Prudential Invest-
ment Corporation, incorporated by reference to
Exhibit No. 5(b) to Post-Effective Amendment
No. 4 to the Registration Statement on Form N-1A
filed on September 28, 1989 (File No. 33-15166).
6 Restated Distribution Agreement, incorporated by --
reference to Exhibit No. 6 to Post-Effective
Amendment No. 15 to the Registration Statement on
Form N-1A filed via EDGAR on July 26, 1996 (File
No. 33-15166).
8 Custodian Contract between the Registrant and --
State Street Bank and Trust Company, incorporated
by reference to Exhibit No. 8 to Post-Effective
Amendment No. 4 to the Registration Statement on
Form N-1A filed on September 28, 1989 (File No.
33-15166).
9 Transfer Agency and Service Agreement between the --
Registrant and Prudential Mutual Fund Services,
Inc., incorporated by reference to Exhibit No. 9
to Post-Effective Amendment No. 4 to the Regis-
tration Statement on Form N-1A filed on September
28, 1989 (File No. 33-15166).
10 Opinion of Counsel, incorporated by reference to --
Exhibit No. 10 to Pre-Effective Amendment No. 1
to the Registration Statement on Form N-1A filed
on August 31, 1987 (File No. 33-15166).
11 Consent of Independent Accountants.*
13 Purchase Agreement, incorporated by reference to --
Exhibit No. 13 to Pre-Effective Amendment No. 1
to the Registration Statement on Form N-1A filed
on August 31, 1987 (File No. 33-15166).
15(a) Distribution and Service Plan for Class A shares, --
incorporated by reference to Exhibit No. 15(a) to
Post-Effective Amendment No. 14 to the Registra-
tion Statement on Form N-1A filed via EDGAR on
July 28, 1995 (File No. 33-15166).
15(b) Distribution and Service Plan for Class B shares, --
incorporated by reference to Exhibit No. 15(b) to
Post-Effective Amendment No. 14 to the Registra-
tion Statement on Form N-1A filed via EDGAR on
July 28, 1995 (File No. 33-15166).
15(c) Distribution and Service Plan for Class C shares, --
incorporated by reference to Exhibit No. 15(c) to
Post-Effective Amendment No. 14 to the Registra-
tion Statement on Form N-1A filed via EDGAR on
July 28, 1995 (File No. 33-15166).
16(a) Schedule of Computation of Performance Quotations --
for Class B Shares, incorporated by reference to
Exhibit No. 16 to Post-Effective Amendment No. 5
to the Registration Statement on Form No. N-1A
filed on November 3, 1989 (File No. 33-15166).
16(b) Schedule of Computation of Performance Quotations --
for Class A Shares, incorporated by reference to
Exhibit No. 16(b) to Post-Effective Amendment No.
7 to the Registration Statement on Form N-1A
filed on September 28, 1990 (File No. 33-15166).
18 Rule 18f-3 Plan, incorporated by reference to Ex- --
hibit No. 18 to Post-Effective Amendment No.15 to
the Registration Statement on Form N-1A filed via
EDGAR on July 26, 1996 (File No. 33-15166).
27 Financial Data Schedules, filed as Exhibit No. 27 --
to Post-Effective Amendment No.15 to the Regis-
tration Statement on Form N-1A filed via EDGAR on
July 26, 1996 (File No. 33-15166).
</TABLE>
<PAGE>
Other Exhibits:
Power of Attorney for:
Edward D. Beach
Donald D. Lennox
Douglas H. McCorkindale
Thomas T. Mooney
Louis A. Weil, III
Executed copies filed under Other Exhibits to Post-Effective Amendment No. 4
to the Registration Statement on Form N-1A filed on September 28, 1989 (File
No. 33-15166).
- ---------
* Filed herewith.
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 16 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated July 22, 1996, relating to the financial
statements and financial highlights of Prudential Global Natural Resources Fund,
Inc., which appears in the Statement of Additional Information constituting part
of Post-Effective Amendment No. 15 to the registration statement on Form N-1A
("Post-Effective Amendment No. 15"). We also consent to the incorporation by
reference in the Registration Statement of the references to us under the
headings "Custodian, Transfer and Dividend Disbursing Agent and Independent
Accountants" and "Financial Highlights" in the Statement of Additional
Information and the Prospectus, respectively, constituting parts of Post-
Effective Amendment No. 15.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, NY
August 8, 1996
