GLOBAL UTILITY FUND INC
485BPOS, 1996-12-03
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    As filed with the Securities and Exchange Commission on December 2, 1996
    

                                        Securities Act Registration No. 33-37356
                                Investment Company Act Registration No. 811-5695
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM N-1A
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [X]
                          Pre-Effective Amendment No.
                        Post-Effective Amendment No. 10                      [X]
                                     and/or
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                      [X]
                                Amendment No. 16                             [X]
                        (Check appropriate box or boxes)
    

                           GLOBAL UTILITY FUND, INC.
               (Exact name of registrant as specified in charter)

   
                              GATEWAY CENTER THREE
                            NEWARK, NEW JERSEY 07102
              (Address of Principal Executive Offices) (Zip Code)
    

       Registrant's Telephone Number, including Area Code: (201) 367-7530

   
                               S. Jane Rose, Esq.
                                Gateway Center 3
                            Newark, New Jersey 07102
          (Name and Address of Agent for Service of Process) Copy to:
                             Arthur J. Brown, Esq.
                           Kirkpatrick & Lockhart LLP
                        1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
    

                 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):

(left column)

   
[X] immediately  upon filing pursuant to paragraph (b) 
[ ] on (date) pursuant to paragraph  (b) 
[ ] 60 days after  filing  pursuant  to  paragraph  (a)(1) 
[ ] on (date)  pursuant  to  paragraph  (a),  of Rule 485.  
[ ] on (date)  pursuant  to paragraph  (a)(1) 
    

(right column)

[ ] 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.


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------
                                                Proposed Maximum  Proposed Maximum        Amount of
     Title of Securities        Amount Being     Offering Price       Aggregate         Registration
     Being Registered            Registered        Per Share*     Offering Price**           Fee
- ----------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>             <C>                    <C>
   
Common Stock, par value
$.001 per share                 Indefinite***         N/A               N/A                  N/A
- ----------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share                   3,461,326         $16.98          $58,773,332            $100.00
- ----------------------------------------------------------------------------------------------------
<FN>
  * Computed under Rule 457(d) on the basis of the offering price per share on the close of business
    on November 21, 1996. 
 ** Registrant elects to calculate the maximum aggregate offering price pursuant to Rule 24e-2.
    $102,463,920 of shares was redeemed during the fiscal year ended September 30, 1996. $44,020,588
    of shares was used for reductions pursuant to paragraph (c) of Rule 24f-2 during the fiscal year
    ended September 30, 1996. $58,443,332 of shares is the amount of redeemed shares used for
    reduction for this 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 $.001 per share. The
    Registrant filed a notice under such Rule for its fiscal year ended September 30, 1996 on 
    November 27, 1996.
</FN>
</TABLE>
    


<PAGE>

                              CROSS REFERENCE SHEET
                            (as required by Rule 495)
<TABLE>
<CAPTION>

N-1A Item No.                                                                        Location
                                                                                     --------
<S>    <C>                                                                           <C>
   
Part A
Item   1.Cover Page ...............................................................  Cover Page
Item   2. Synopsis ................................................................  Fund Expenses
Item   3.Condensed Financial Information ..........................................  Fund Expenses; Financial Highlights;
                                                                                     How The Fund Calculates
                                                                                     Performance
Item   4.General Description of Registrant ........................................  Cover Page; Fund Highlights; How The
                                                                                     Fund Invests; General Information
Item   5.Management of the Fund ...................................................  Financial Highlights; How The Fund is
                                                                                     Managed
Item   5A.Management's Discussion of Fund Performance .............................  Financial Highlights
Item   6.Capital Stock and Other Securities .......................................  Taxes, Dividends and Distributions;
                                                                                     General Information
Item   7.Purchase of Securities Being Offered .....................................  Shareholder Guide; How The Fund
                                                                                     Values its Shares
Item   8.Redemption or Repurchase .................................................  Shareholder Guide; How The Fund
                                                                                     Values its Shares
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 ...................................................  Information Regarding Directors and
                                                                                     Officers; Manager; Subadviser;
                                                                                     Distributor
Item  15.Control Persons and Principal Holders of Securities ......................  Not Applicable
Item  16.Investment Advisory and Other Services ...................................  Manager; Distributor; Custodian,
                                                                                     Transfer and Dividend Disbursing
                                                                                     Agent and Independent Accountants
Item  17.Brokerage Allocation and Other Practices .................................  Portfolio Transactions and Brokerage
Item  18.Capital Stock and Other Securities .......................................  Not Applicable
Item  19.Purchase, Redemption and Pricing of Securities Being Offered .............  Purchase and Redemption of Fund
                                                                                     Shares; Shareholder Investment
                                                                                     Account; Net Asset Value
Item  20.Tax Status ...............................................................  Taxes
Item  21.Underwriters .............................................................  Distributor
Item  22.Calculation of Performance Data ..........................................  Performance Information
Item  23.Financial Statements .....................................................  Financial Statements
</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>

Global
Utility Fund, Inc.

   
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Prospectus dated November 29, 1996
- --------------------------------------------------------------------------------

Global  Utility Fund,  Inc.  (the Fund) is a  diversified,  open-end  management
investment company.  The Fund's investment objective is to provide total return,
without  incurring  undue  risk,  by  investing  primarily  in  income-producing
securities of domestic and foreign  companies in the utility  industries.  Under
normal  circumstances,  at least 65% of the Fund's total assets will be invested
in a diversified portfolio of equity and debt securities of domestic and foreign
utility  companies,  principally  electric,  telecommunications,  gas  or  water
companies.  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 Gateway  Center  Three,  Newark,  New Jersey  07102,  and its
telephone number is 1-800-225-1852.

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  in a
Statement of Additional Information,  dated November 29, 1996, which information
is  incorporated  herein by  reference  (is  legally  considered  a part of this
Prospectus)  and  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 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 Global Utility Fund, Inc.?

    Global  Utility  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,  diversified
management investment company.

What is the Fund's Investment Objective?

    The  Fund's  investment  objective  is  to  provide  total  return,  without
incurring undue risk, by investing primarily in  income-producing  securities of
domestic  and  foreign  companies  in  the  utility  industries.   Under  normal
circumstances,  at least 65% of the Fund's  total  assets  will be invested in a
diversified  portfolio  of equity and debt  securities  of domestic  and foreign
utility  companies,  principally  electric,  telecommunications,  gas  or  water
companies. There can be no assurance that the Fund's objective will be achieved.
See "How the Fund Invests-Investment Objective and Policies" at page 8.

Risk Factors and Special Characteristics

   
    The Fund  concentrates its investments in the securities of companies in the
utility  industries.   Consequently,   factors   specifically   affecting  those
industries, such as substantial government regulation,  interest rate movements,
and increased competition,  may have a greater affect on the value of the Fund's
shares than on those of an  investment  company  that does not  concentrate  its
investments in the utility  industries.  In addition,  as a result of the Fund's
ability to invest in companies in the utility  industries  around the world, the
Fund is subject to risks relating to political and economic developments abroad,
as well as those  relating  to the  different  and rapidly  evolving  regulatory
environments for utility companies in foreign markets.  As with an investment in
any mutual fund,  an  investment  in this Fund can decrease in value and you can
lose money. See "How the Fund Invests-Investment Objective and Policies" at page
8.  The  Fund  may  also  engage  in  various  hedging  and  return  enhancement
strategies,  including derivatives. See "How the Fund Invests-Hedging and Return
Enhancement  Strategies-Risks  of Hedging and Return Enhancement  Strategies" at
page 13.
    

Who Manages the Fund?

   
    Prudential Mutual Fund Management LLC (PMF or the Manager) is the Manager of
the Fund and is compensated for its services based on a percentage of the Fund's
average  daily net  assets.  As of October  31,  1996,  PMF served as manager or
administrator  to 60  investment  companies,  including  38 mutual  funds,  with
aggregate assets of approximately $53 billion.  Wellington  Management  Company,
LLP (Wellington  Management or the  Subadviser)  furnishes  investment  advisory
services  in  connection  with the  management  of the Fund under a  Subadvisory
Agreement  with  PMF and is  compensated  for its  services  by PMF  based  on a
percentage of the Fund's average daily net assets. As of September 30, 1996, the
Subadviser held investment  authority over approximately $124 billion of assets.
See  "How  the  Fund  is  Managed-Manager"  at  page  15 and  "How  the  Fund is
Managed-Subadviser" at page 15.
    

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, Class C and Class Z shares.  PSI is
paid a  distribution  and  service  fee with  respect to Class A shares  that is
currently  being  charged at the annual rate of .25% of 1% of the average  daily
net assets of the Class A shares, and with respect to Class B and Class C shares
at an annual rate of 1% of the  average  daily net assets of each of the Class B
and Class C shares. Prudential Securities incurs the expense of distributing the
Fund's  Class Z shares under a  Distribution  Agreement  with the Fund,  none of
which is paid for or reimbursed by the Fund.
    

    See "How the Fund is Managed-Distributor" at page 16.
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                                        2

<PAGE>

- --------------------------------------------------------------------------------
What is the Minimum Investment?

   
    The minimum initial  investment is $1,000 for Class A and Class B shares and
$5,000 for Class C shares. The minimum  subsequent  investment is $100 for Class
A,  Class B and Class C shares.  Class Z shares are not  subject to any  minimum
investment requirements.  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 22 and "Shareholder  Guide-Shareholder Services"
at page 30.
    

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).  Class Z shares  are  offered to a
limited group of investors at net asset value without any sales charge. See "How
the Fund Values its Shares" at page 18 and "Shareholder  Guide-How to Buy Shares
of the Fund" at page 22.
    

What Are My Purchase Alternatives?

   
    The Fund offers four classes of shares:
    

<TABLE>
   <S>                 <C>    
    * Class A Shares:  Sold with an initial sales charge of up to 5% 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.

   
    * Class Z shares:  Sold  without  either  an  initial  or  contingent deferred sales charge to a
                       limited  group of  investors.  Class Z shares are not  subject to any ongoing
                       service or distribution-related expenses.
</TABLE>
    

    See "Shareholder Guide-Alternative Purchase Plan" at page 22.

How Do I Sell My Shares?

    You may  redeem  your  shares 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 25.

How Are Dividends and Distributions Paid?

    The  Fund  expects  to pay  dividends  of net  investment  income,  if  any,
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. See "Taxes, Dividends and Distributions" at page 19.
- --------------------------------------------------------------------------------
                                        3

<PAGE>

- --------------------------------------------------------------------------------
                                  FUND EXPENSES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shareholder Transaction Expenses+        Class A Shares    Class B Shares                 Class C Shares   Class Z Shares
                                         --------------    --------------                 --------------   -------------- 
     <S>                                      <C>                <C>                           <C>              <C>
     Maximum Sales Load Imposed on
          Purchases (as a percentage of
          offering price) ................      5%               None                          None             None
     Maximum Sales Load or Deferred
          Sales Load Imposed on
          Reinvested Dividends ...........     None              None                          None             None
     Deferred Sales Load (as a
          percentage of original purchase
          price or redemption proceeds,
          whichever is lower) ............     None     5% during the first year,       1% on redemptions       None
                                                       decreasing by 1% annually to   made within one year
                                                     1% in the fifth and sixth years      of purchase
                                                        and 0% the seventh year*

     Redemption Fees .....................     None              None                          None             None

     Exchange Fees .......................     None              None                          None             None

Annual Fund Operating Expenses
(as a percentage of average net assets)   Class A Shares    Class B Shares                Class C Shares   Class Z Shares
                                          --------------    --------------                --------------   --------------

   
     Management Fees .....................     .66%              .66%                          .66%             .66%
     12b-1 Fees ..........................     .25%++           1.00%                         1.00%             None
     Other Expenses ......................     .39%              .39%                          .39%             .39%
                                              -----             -----                         -----            -----
     Total Fund Operating Expenses .......    1.30%             2.05%                         2.05%            1.05%
                                              =====             =====                         =====            =====
    

</TABLE>

<TABLE>
<CAPTION>
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 .............................................................   $63      $89       $118      $199
   Class B .............................................................   $71      $94       $120      $210
   Class C .............................................................   $31      $64       $110      $238
   Class Z** ...........................................................   $11      $33       $ 58      $128

You would pay the following expenses on the same investment assuming
  no redemption:
   Class A .............................................................   $63      $89       $118      $199
   Class B .............................................................   $21      $64       $110      $210
   Class C .............................................................   $21      $64       $110      $238
   Class Z** ...........................................................   $11      $33       $ 58      $128
</TABLE>

The above example is based on data for the fiscal year ended September 30, 1996.
The  example  should  not be  considered  a  representation  of past  or  future
expenses. Actual expenses may be greater or less than those shown.

The purpose of this table is to assist  investors in  understanding  the various
costs and expenses that an investor in 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 and transfer agency and custodian (domestic and foreign) fees.
- ----------------------
 *Class B shares  will  automatically  convert to  Class A shares  approximately
  seven years after purchase.  See "Shareholder Guide-Conversion Feature-Class B
  Shares."  
**Estimate  based on expenses  expected  to have been incurred if Class Z shares
  had been in existence throughout the fiscal year ended September 30, 1996.
 +Pursuant to rules of the National Association of Securities Dealers, Inc., the
  aggregate  initial sales charges, deferred sales charges and asset-based sales
  charges  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 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."
++Although the Class A  Distribution and Service Plan provides that the Fund may
 pay a distribution fee of up to  .30  of  1% per annum of the average daily net
 asset value of the Class A shares,  PSI  has  agreed  to limit its distribution
 fees with respect to Class A shares of the  Fund  to not more than .25 of 1% of
 the average daily net assets of the Class A shares for the  fiscal year  ending
 September 30, 1997.  Total  operating expenses without such limitation would be
 1.35%. See "How the Fund is Managed-Distributor."
- --------------------------------------------------------------------------------
    

                                        4

<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
   (for a share of common stock outstanding throughout each period indicated)
                                (Class A Shares)
- --------------------------------------------------------------------------------

(left column)

   
The  following  financial  highlights  with  respect  to the  five  years  ended
September  30,  1996 have been  audited by  Deloitte & Touche  LLP,  independent
accountants,  whose report was unqualified.  This information  should be read in
conjunction with the financial statements and the notes thereto, which appear in
the Statement of Additional Information.
    

(right column)

   
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.  Further  performance  information  is
contained  in the annual  report,  which may be  obtained  without  charge.  See
"Shareholder Services-Reports to Shareholders."
    

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------
                                                                                                           January 2,
                                                                                                            1990(a)
                                                            Year Ended September 30,                        through 
                                       -----------------------------------------------------------------    September
                                          1996      1995      1994         1993         1992     1991(d)   30, 1990(d)
                                       --------   --------  --------     --------     --------  --------   --------
<S>                                    <C>        <C>       <C>          <C>          <C>       <C>         <C>    
   
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of period . $  14.72   $  13.66  $  14.63     $  12.96   $  12.62    $  10.50    $ 11.16
                                       --------   --------  --------     --------   --------    --------   --------
Income from investment operations
Net investment income ................      .51        .49       .47          .44        .53         .57        .48
Net realized and unrealized gain (loss)
  on investment and foreign currency
  transactions .......................      .73       1.35      (.82)        2.46       1.01        2.23       (.67)
                                       --------   --------  --------     --------   --------    --------   --------
    Total from investment operations .     1.24       1.84      (.35)        2.90       1.54        2.80       (.19)
                                       --------   --------  --------     --------   --------    --------   --------
Less distributions
Dividends from net investment income .     (.51)      (.48)     (.42)        (.47)      (.53)       (.62)      (.41)
Distributions in excess of net invest
  ment income ........................        -          -         -         (.01)         -           -          -
Distributions from net realized gains
  on investment and foreign currency
  transactions .......................     (.42)      (.30)     (.20)        (.75)      (.67)       (.08)         -
                                       --------   --------  --------     --------   --------    --------   --------
Total distributions ..................     (.93)      (.78)     (.62)       (1.23)     (1.20)       (.70)      (.41)
                                       --------   --------  --------     --------   --------    --------   --------
Capital charge in respect of issuance
  of shares ..........................        -          -         -            -          -           -          -
Redemption fee retained by Fund ......        -          -         -            -          -         .02       (.06)
                                       --------   --------  --------     --------   --------    --------   --------
Net asset value, end of period ....... $  15.03   $  14.72  $  13.66     $  14.63   $  12.96    $  12.62   $  10.50
                                       ========   ========  ========     ========   ========    ========   ========
TOTAL RETURN(c) ......................    8.65%     14.23%    (2.49)%      23.87%     13.15%      27.63%     (1.98%)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ...... $112,800   $124,423    $126,254   $138,714   $114,654    $132,804   $161,892
Average net assets (000) ............. $120,122   $122,837    $139,166   $119,001   $120,708    $151,217   $166,915
Ratios to average net assets:
  Expenses, including distribution
  fees ...............................    1.30%      1.31%       1.25%      1.30%      1.39%       1.49%      1.05%(b)
  Expenses, excluding distribution
  fees ...............................    1.05%      1.06%       1.02%      1.10%      1.19%       1.36%      1.05%(b)
  Net investment income ..............    3.38%      3.58%       3.39%      3.37%      4.16%       5.06%      5.97%(b)
Portfolio turnover rate ..............      13%        15%         19%        14%        57%        135%        27%
Average commission rate per share ....   $.0542          -           -          -          -           -          -
    

   
<FN>
(a)Commencement of investment operations.
(b)Annualized.
(c)Total return does not consider the effects 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 and includes reinvestment of dividends and distributions.
   Total return for periods of less than a full year are not annualized.
(d)Prior to Februrary 4, 1991, the Fund operated as a closed-end investment company. Effective February 4, 1991, the 
   Fund commenced operations as an open-end investment company. Accordingly, historical expenses and ratios to average
   net assets are not necessarily indicative of future expenses and related ratios.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
    

                                        5

<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
   (for a share of common stock outstanding throughout each period indicated)
                                (Class B Shares)
- --------------------------------------------------------------------------------

(left column)

   
The  following  financial  highlights  with  respect  to the  five  years  ended
September  30,  1996 have been  audited by  Deloitte & Touche  LLP,  independent
accountants,  whose report was unqualified.  This information  should be read in
conjunction with the financial statements and the notes thereto, which appear in
the Statement of Additional Information.
    

(right column)

   
The following financial  highlights contain selected data for a Class B 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.  Further  performance  information  is
contained  in the annual  report,  which may be  obtained  without  charge.  See
"Shareholder Services-Reports to Shareholders."
- --------------------------------------------------------------------------------
    

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

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

                                                                                                        March 18,
                                                                                                         1991(a)
                                                                Year Ended September 30,                 Through
                                                  ---------------------------------------------------- September 30,
                                                    1996       1995       1994       1993       1992       1991
                                                  --------   --------   --------   --------   --------   --------
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>     
   
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ...........  $  14.71   $  13.66   $  14.63   $  12.97   $  12.63   $  11.97
                                                  --------   --------   --------   --------   --------   --------
Income from investment operations
Net investment income ..........................       .40        .39        .37        .34        .43        .25
Net realized and unrealized gain (loss)
  on investment and foreign currency
  transactions .................................       .74       1.34       (.82)      2.45       1.01        .63
                                                  --------   --------   --------   --------   --------   --------
    Total from investment operations ...........      1.14       1.73       (.45)      2.79       1.44        .88
                                                  --------   --------   --------   --------   --------   --------
Less distributions
Dividends from net investment income ...........      (.40)      (.38)      (.32)      (.37)      (.43)      (.22)
Distributions in excess of net
  investment income ............................         -          -          -       (.01)         -          -
Distributions from net realized gains on
  investment and foreign currency
  transactions .................................      (.42)      (.30)      (.20)      (.75)      (.67)         -
                                                  --------   --------   --------   --------   --------   --------
Total distributions ............................      (.82)      (.68)      (.52)     (1.13)     (1.10)      (.22)
                                                  --------   --------   --------   --------   --------   --------
Net asset value, end of period .................  $  15.03   $  14.71   $  13.66   $  14.63   $  12.97   $  12.63
                                                  ========   ========   ========   ========   ========   ========

TOTAL RETURN(c) ................................     7.90%     13.32%    (3.22)%     22.87%     12.23%      7.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ................  $187,557   $227,189   $272,673   $185,259   $ 60,432   $ 30,147
Average net assets (000) .......................  $210,305   $237,983   $270,466   $ 90,254   $ 45,661   $ 18,923
Ratios to average net assets:
  Expenses, including distribution fees ........     2.05%      2.06%      2.02%      2.10%      2.19%      2.47%(b)
  Expenses, excluding distribution fees ........     1.05%      1.06%      1.02%      1.10%      1.19%      1.47%(b)
  Net investment income ........................     2.62%      2.83%      2.68%      2.59%      3.43%      4.16%(b)
Portfolio turnover rate ........................       13%        15%        19%        14%        57%       135%
Average commission rate per share ..............    $.0542          -          -          -          -          -
    

<FN>
(a)Commencement of offering of Class B shares.
(b)Annualized.
(c)Total return does not consider the effects 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 and includes reinvestment of dividends and distributions.
   Total return for periods of less than a full year are not annualized.
</FN>

- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       6

<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
   (for a share of common stock outstanding throughout each period indicated)
                                (Class C Shares)
- --------------------------------------------------------------------------------

(left column)

The following  financial  highlights have been audited by Deloitte & Touche LLP,
independent accountants,  whose report was unqualified.  This information should
be read in  conjunction  with the financial  statements  and the notes  thereto,
which appear in the Statement of Additional Information.

(right column)

   
The following financial  highlights contain selected data for a Class C share of
common stock outstanding,  total return,  ratios to average net assets and other
supplemental  data for the period  indicated.  The  information is based on data
contained  in the  financial  statements.  Further  performance  information  is
contained  in the annual  report,  which may be  obtained  without  charge.  See
"Shareholder Services-Reports to Shareholders."
    

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------

                                                                                        August 1,
                                                                                         1994(a)
                                                             Year Ended September 30,    Through
                                                             ------------------------ September 30,
                                                                1996           1995        1994
                                                              -------        -------     -------
<S>                                                           <C>            <C>         <C>    
   
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period .......................  $ 14.71        $ 13.66     $ 13.93
                                                              -------        -------     -------
Income from investment operations 
Net investment income ......................................      .40            .39         .06
Net realized and unrealized gain (loss) on investment  
  and foreign currency transactions ........................      .74           1.34        (.24)   
                                                              -------        -------     -------
    Total from investment operations .......................     1.14           1.73        (.18)
                                                              -------        -------     -------
Less distributions
Dividends from net investment income .......................     (.40)          (.38)       (.07)
Distributions from net realized gains on investment
  and foreign currency transactions ........................     (.42)          (.30)       (.02)
                                                              -------        -------     -------
Total distributions ........................................     (.82)          (.68)       (.09)
                                                              -------        -------     -------
Net asset value, end of period .............................  $ 15.03        $ 14.71     $ 13.66
                                                              =======        =======     =======

TOTAL RETURN(c) ............................................    7.90%         13.32%     (1.32)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ............................  $   661        $   563     $   226
Average net assets (000) ...................................  $   608        $   410     $   131
Ratios to average net assets:
  Expenses, including distribution fees ....................    2.05%          2.06%       2.06%(b)
  Expenses, excluding distribution fees ....................    1.05%          1.06%       1.06%(b)
  Net investment income ....................................    2.66%          2.83%       2.46%(b)
Portfolio turnover rate ....................................      13%            15%         19%
Average commission rate per share ..........................  $ .0542              -           -
    

<FN>
- ------------------
(a)Commencement of offering of Class C shares.
(b)Annualized.
(c)Total return does not consider the effects 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 and includes
 reinvestment of dividends and distributions. Total return for periods of less than a full year are
 not annualized.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
                                       7

<PAGE>
- --------------------------------------------------------------------------------

                              HOW THE FUND INVESTS

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

INVESTMENT OBJECTIVE AND POLICIES

    The  Fund's  investment  objective  is  to  provide  total  return,  without
incurring undue risk, by investing primarily in  income-producing  securities of
domestic  and foreign  companies  in the utility  industries.  The Fund's  total
return will consist of current  income and growth of capital.  The Fund seeks to
achieve its objective by investing, under normal circumstances,  at least 65% of
its total assets in a diversified  portfolio of common stocks,  debt  securities
and preferred stocks issued by domestic and foreign companies  primarily engaged
in the ownership or operation of facilities used in the generation, transmission
or distribution of electricity,  telecommunications,  gas or water. There can be
no assurance that such objective will be achieved. See "Investment Objective and
Policies" in the Statement of Additional Information.

    The Fund's investment objective is a fundamental policy and, therefore,  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's  portfolio  will  include  issuers  located  in at  least  three
countries,  one of which  will be the United  States,  although  the  Subadviser
expects to invest the Fund's assets in more than three  countries.  Under normal
conditions,  the percentage of assets invested in U.S. securities will be higher
than that invested in securities of any other single country.

    Investments  are selected on the basis of  fundamental  analysis to identify
those securities that, in the judgment of the Subadviser, provide current income
and  potential  for  growth  of  income  and  long-term  capital   appreciation.
Fundamental analysis involves assessing a company and its business  environment,
management, balance sheet, income statement,  anticipated earnings and dividends
and other related measures of value.  The Subadviser  monitors and evaluates the
economic  and  political  climate and the  principal  securities  markets of the
country in which each company is located.  The relative  weightings among common
stocks,  debt securities and preferred  stocks will vary from time to time based
upon the  Subadviser's  judgment  of the  extent  to which  investments  in each
category will contribute to meeting the Fund's investment objective.

    The  Fund  normally  may  invest  up to 35%  of its  total  assets  in  debt
securities,  which may include  investments both in securities of issuers in the
utility industries and in securities of issuers outside of such industries. Debt
securities  in which the Fund  invests  generally  are  limited  to those  rated
investment grade, that is, rated in one of the four highest rating categories by
Standard & Poor's (S&P) or Moody's Investors  Service,  Inc. (Moody's) or deemed
to be of equivalent quality in the judgment of the Subadviser. However, the Fund
may  invest up to 5% of its assets in debt  securities  rated  below  investment
grade (i.e.,  below Baa or BBB). If the Fund holds a security that is downgraded
to a rating below Baa or BBB and, as a result of such downgrade, more than 5% of
the Fund's  assets would be invested in  securities  rated below Baa or BBB, the
Fund would take steps to reduce its investments in such securities to 5% or less
of its assets as promptly as practical. There is no limitation on the percentage
of the Fund's net assets that may be invested  in  securities  rated Baa or BBB.
Securities   rated  Baa  by  Moody's  are   described   as  having   speculative
characteristics; securities rated below investment grade are generally described
by the rating  services as  speculative.  Investments in lower rated  securities
involve a greater possibility that adverse changes, or perceived changes, in the
business or financial  condition of the issuer or in general economic conditions
may impair the  ability of the issuer to make  timely  payment of  interest  and
repayment of principal.  The prices of such  securities  tend to fluctuate  more
than  those  of  higher  rated  securities.  To  the  extent  that  there  is no
established  or a relatively  inactive  secondary  market in a particular  lower
rated security, it could be difficult at times to sell or value such security.

    A change in  prevailing  interest  rates is likely to affect  the Fund's net
asset value because prices of debt  securities and equity  securities of utility
companies  tend to  increase  when  interest  rates  decline and  decrease  when
interest rates rise.


                                       8
<PAGE>

    During  periods  when  the  Subadviser  deems  it  necessary  for  temporary
defensive  purposes,  the Fund may invest  without  limit in high quality  money
market instruments.  These instruments may include commercial paper,  adjustable
rate preferred stock,  certificates of deposit,  bankers'  acceptances and other
bank  obligations,  short-term  obligations  issued  or  guaranteed  by the U.S.
Government,  its agencies or  instrumentalities,  and short-term  obligations of
foreign issuers, denominated in U.S. dollars and traded in the United States.

    Utility Industries-Description and Risk Factors

    Under  normal  circumstances,  the Fund  invests  at least  65% of its total
assets in common stocks,  debt  securities and preferred  stocks of companies in
the  utility  industries.  (The Fund  considers  purchased  options  and futures
contracts on  securities in the utility  industries to fall into this  category;
however, no more than 5% of the Fund's total assets invested in such instruments
will be counted  towards  satisfaction  of the  Fund's  65%  test.) The  average
dividend yields  (indicated  annual dividend  divided by current stock price) of
common stocks issued by domestic utility companies, in the Subadviser's opinion,
have historically  exceeded those of industrial  companies' common stocks, while
the prices of utility  stocks  have  tended to be less  volatile  than stocks of
industrial companies.  According to the Subadviser,  debt securities of domestic
utility companies historically also have yielded slightly more than similar debt
securities  of  industrial  companies,  and have had higher total  returns.  For
certain periods, the total return of domestic utility companies'  securities has
underperformed  that  of  industrial  companies'  securities.  There  can  be no
assurance that positive relative yields or total returns (i.e., yield plus price
change) on domestic utility securities will occur in the future. The markets for
securities of foreign utility companies are rapidly evolving and comparable data
on such securities are currently  unavailable;  however, the Subadviser believes
that there are  similarities  in the yield  characteristics  of foreign  utility
companies relative to foreign industrial companies. See "Foreign Securities."

    The utility companies in which the Fund invests include companies  primarily
engaged in the  ownership  or operation of  facilities  used in the  generation,
transmission or distribution of electricity,  telecommunications,  gas or water.
For these  purposes,  "primarily  engaged"  means  that (1) more than 50% of the
company's  assets  are  devoted to the  ownership  or  operation  of one or more
facilities as described  above, or (2) more than 50% of the company's  operating
revenues are derived from the business or  combination  of businesses  described
above.  See  "Investment  Objective and Policies" in the Statement of Additional
Information.

    Utility  companies  in the  United  States  and  in  foreign  countries  are
generally  subject to  substantial  regulation.  Such  regulation is intended to
ensure  appropriate  standards  of review and  adequate  capacity to meet public
demand.  The nature of regulation of utility  industries is evolving both in the
United States and in foreign  countries.  Although certain companies may develop
more  profitable  opportunities,  others  may be  forced to  defend  their  core
businesses  and  may  be  less  profitable.   Electric  utility  companies  have
historically  been subject to the risks  associated  with  increases in fuel and
other operating costs, high interest costs on borrowings,  costs associated with
compliance with environmental, nuclear facility and other safety regulations and
changes in the  regulatory  climate.  Increased  scrutiny of electric  utilities
might result in higher costs and higher capital expenditures, with the risk that
regulators  may  disallow  inclusion  of  these  costs  in rate  authorizations.
Increasing   competition  due  to  past  regulatory  changes  in  the  telephone
communications   industry   continues  and,   whereas  certain   companies  have
benefitted,  many  companies  may  be  adversely  affected  in the  future.  Gas
transmission  companies  and gas  distribution  companies  continue  to  undergo
significant  changes as well. Many companies have  diversified  into oil and gas
exploration  and  development,  making  returns more sensitive to energy prices.
Water supply utilities are in an industry that is highly fragmented due to local
ownership  and  generally  the  companies  are more mature and are  experiencing
little or no per capita  volume  growth.  There is no assurance  that  favorable
developments will occur in the utility  industries  generally,  or that business
opportunities  will  continue  to undergo  significant  changes  or growth.  See
"Investment  Objective  and  Policies-Utility  Industries-Description  and  Risk
Factors" in the Statement of Additional Information.


                                       9
<PAGE>

    Foreign Securities

    The Fund invests in common stocks,  debt securities and preferred  stocks of
companies in utility industries around the world.

    The Subadviser  attempts to take advantage of differences  between  economic
trends and the  performance  of  securities  markets in various  countries.  The
Subadviser  believes that the Fund's portfolio benefits from the availability of
opportunities  for income and growth in foreign  markets and that the  portfolio
achieves broader diversification from foreign investment. Global diversification
reduces  the  effect  that  events  in any one  country  will  have  on  overall
investment returns. Of course,  losses by an investment in the United States, or
any foreign  market  represented  in the Fund's  portfolio may offset gains from
investment in another market.

    Investments in securities of foreign utility  companies  involve many of the
same risks noted above for domestic utility  companies.  Foreign investment also
involves  additional  risks  relating to  political  and  economic  developments
abroad,  as  well  as  those  that  result  from  the  differences  between  the
regulations  to which U.S.  and  foreign  issuers are  subject.  These risks may
include expropriation, confiscatory taxation, limitations on the use or transfer
of  Fund  assets,   political  or  social   instability  and  foreign  relations
developments.  In addition, individual foreign economies may differ favorably or
unfavorably  from the U.S.  economy in such respects as growth of gross national
product, rates of inflation, capital reinvestment, resource self-sufficiency and
balance of payments  positions.  Securities of many foreign  issuers may be less
liquid and their prices more  volatile  than those of  securities  of comparable
U.S. issuers.  Further,  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.  See "Investment  Objective and
Policies-Foreign Securities" in the Statement of Additional Information.

    Foreign securities in which the Fund may invest include American  Depository
Receipts,  European  Depository  Receipts and Global Depository  Receipts (ADRs,
EDRs  and  GDRs,  respectively).  ADRs are  U.S.  dollar-denominated  securities
deposited  in a U.S.  securities  depository  and are created for trading in the
U.S.  markets.  The  value  of an ADR  will  fluctuate  with  the  value  of the
underlying security, reflect any changes in exchange rates and otherwise involve
risks  associated with investing in foreign  securities.  ADRs in which the Fund
may  invest  may be  sponsored  or  unsponsored.  There may be less  information
available about foreign issuers of unsponsored  ADRs. EDRs and GDRs are receipts
evidencing an arrangement with a non-U.S.  bank similar to that for ADRs and are
designed  for  use in  non-U.S.  securities  markets.  EDRs  and  GDRs  are  not
necessarily quoted in the same currency as the underlying security.

    Investment Outside the Utility Industries

    The Fund may invest up to 35% of its assets in securities of companies  that
are outside the utility industries.  Such investments may include common stocks,
debt  securities,  preferred  stocks,  and money market  instruments,  including
repurchase agreements,  and are selected to meet the Fund's investment objective
of total  return.  This  limitation  also  includes  investments  in options and
futures  contracts  to the extent  that they  relate to  securities  outside the
utility industries,  and in forward currency  contracts.  Securities outside the
utility  industries in which the Fund may invest may be issued by either U.S. or
non-U.S.  companies and governments.  Some of these issuers may be in industries
related to utility industries and,  therefore,  may be subject to similar risks.
Securities  that are issued by foreign  companies or are  denominated in foreign
currencies are subject to the risks outlined in "Foreign  Securities" above, and
in "Investment  Objective and  Policies-Foreign  Securities" in the Statement of
Additional Information.

    U.S. Government Securities

    The Fund is also  permitted to invest in securities  issued or guaranteed by
the  U.S.  Government,   its  agencies  or  instrumentalities  (U.S.  Government
Securities).  Such  investments  may be backed by the "full faith and credit" of
the United States,  including U.S.  Treasury  bills,  notes and bonds as well as
certain  agency  securities  and   mortgage-backed   securities  issued  by  the
Government  National  Mortgage  Association  (GNMA).  The  guarantees  on  these
securities  do not extend to the  securities'  yield or value or to the yield or
value of the Fund's  shares.  Other  investments  in agency  securities  are not
necessarily backed by the "full faith and credit" of the United States.

                                       10
<PAGE>

    Foreign Government Securities

    The  Fund  may  invest  in  securities   issued  or  guaranteed  by  foreign
governments. Such securities are typically denominated in foreign currencies and
are subject to the currency  fluctuation  and other risks of foreign  securities
investments outlined in "Foreign Securities" above, and in "Investment Objective
and Policies-Foreign Securities" in the Statement of Additional Information. The
foreign government securities in which the Fund intends to invest generally will
consist of  obligations  supported by national or local  governments  or similar
political   subdivisions.   Foreign  government  securities  also  include  debt
obligations of supranational  entities,  including  international  organizations
designated   or  supported  by   governmental   entities  to  promote   economic
reconstruction or development and international banking institutions and related
government agencies.  Examples include the International Bank for Reconstruction
and  Development  (the World Bank),  the  European  Investment  Bank,  the Asian
Development Bank and the Inter-American Development Bank.

    Foreign   government    securities   also   include   debt   securities   of
"quasi-governmental  agencies" and debt securities  denominated in multinational
currency  units.  An example of a  multinational  currency  unit is the European
Currency  Unit. A European  Currency Unit  represents  specified  amounts of the
currencies  of certain  of the twelve  member  states of the  European  Economic
Community. Debt securities of quasi-governmental agencies are issued by entities
owned by either a national or local government or are obligations of a political
unit that is not backed by the national  government's  full faith and credit and
general   taxing   powers.    Foreign   government   securities   also   include
mortgage-related   securities   issued  or   guaranteed  by  national  or  local
governmental instrumentalities including quasi-governmental agencies.

HEDGING AND RETURN ENHANCEMENT STRATEGIES

   
    The  Fund  may  also  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.  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 "Investment  Objective
and  Policies-Additional  Investment  Policies" in the  Statement of  Additional
Information.  The Fund,  and thus the  investor,  may lose  money if the Fund is
unsuccessful  in its use of these  strategies.  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 national securities exchanges or in
the over-the-counter  market to enhance income or to hedge the Fund's portfolio.
These options will be on equity and debt securities, foreign currencies, indices
of prices of equity and debt securities,  and other financial  indices.  Options
traded over-the-counter (OTC Options) are two-party contracts involving only the
purchaser and seller and have  negotiated  strike prices and  expiration  dates.
Financial  indices  measure the upward or downward  movements  of stock and bond
markets,  based  upon a  weighted  average  of  the  prices  of  the  securities
comprising  the  index.  The Fund may write  put and call  options  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 or write put and call options to offset previously  written or
purchased put and call options of the same series. See "Investment Objective and
Policies-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").


                                       11
<PAGE>

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, the Fund 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.

    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  and options for which the Fund
maintains  in a  segregated  account  cash  or  liquid  securities  with a value
equivalent  at all  times to its  obligations  under  the  option.  An option is
covered  if the  Fund,  so long as it is  obligated  under the  option,  owns an
offsetting position in the underlying security or currency. When the Fund writes
a  "covered"  option,  its  losses  are  limited  to the  current  value  of the
offsetting position of the underlying  security.  When the Fund otherwise writes
an option, its losses are potentially  unlimited.  See "Investment Objective and
Policies-Additional  Investment Policies-Options on Securities" in the Statement
of Additional Information.
    

    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.  The Fund, and
thus the  investor,  may lose  money if the Fund is  unsuccessful  in its use of
these  strategies.  Transaction  hedging  is the  purchase  or sale of a forward
contract with respect to specific  receivables or payables of the Fund generally
arising in connection with the purchase or sale of its portfolio  securities and
accruals of interest or dividends receivable and Fund expenses. Position hedging
is the sale of a foreign currency with respect to portfolio  security  positions
denominated or quoted in that currency or in a currency bearing a high degree of
positive correlation to the value of the currency (cross hedge).  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.  See
"Investment  Objective  and  Policies-Additional   Investment   Policies-Special
Characteristics  of Forward  Currency  Contracts  and  Associated  Risks" in the
Statement of Additional Information.
    

    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.  The
Fund, and thus the investor,  may lose money if the Fund is  unsuccessful in its
use of these strategies.  These futures contracts and related options will be on
equity and debt securities,  foreign currencies, indices of prices of equity and
debt securities,
    


                                       12
<PAGE>

and other financial  indices.  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 value of all futures contracts sold will not exceed
the total market value of the Fund's portfolio.

    The Fund's  successful use of futures  contracts and related options depends
upon the  Subadviser'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 or currencies being
hedged is  imperfect  and there is a risk  that the value of the  securities  or
currencies  being  hedged may  increase or  decrease at a greater  rate than the
related  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  options,  forward  contracts,  futures
contracts  and options  thereon is limited by the  requirements  of the Internal
Revenue Code of 1986, as amended (the Internal Revenue Code), for  qualification
as a regulated investment company.
See "Taxes" in the Statement of Additional Information.

   
    Risks of 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.  The Fund, and thus the
investor,  may  lose  money  if the  Fund is  unsuccessful  in its use of  these
strategies.  If the Subadviser's prediction of movements in the direction of the
securities,   foreign   currency  and  interest  rate  and  equity  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
include  (1)  dependence  on  the  Subadviser'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) in the case of  over-the-counter  options,  the
risk of default by the counter party.  See  "Investment  Objective and Policies"
and "Taxes" in the Statement of Additional Information.
    

OTHER INVESTMENTS AND POLICIES

    At the  discretion  of the  Subadviser,  the Fund may employ  the  following
strategies in pursuing its investment objective.

    Securities Lending

   
    The Fund may lend its portfolio  securities to brokers or dealers,  banks or
other  recognized  institutional  borrowers  of  securities,  provided  that the
borrower  at  all  times  maintains  cash  or  liquid  securities  in an  amount
equivalent  to the  market  value  of the  securities  loaned.  During  the time
portfolio  securities  are on loan,  the  borrower  will pay the Fund an  amount
equivalent to any dividend or interest paid on such  securities and the Fund may
earn additional  income by investing the collateral,  or the Fund may receive an
agreed-upon  amount of interest  income from the borrower.  In  accordance  with
applicable regulatory requirements,  the Fund may lend up to 30% of the value of
its total assets.
    

    Repurchase Agreements

    The Fund may  enter  into  repurchase  agreements  whereby  the  seller of a
security  agrees  to  repurchase  that  security  from  the  Fund at a  mutually
agreed-upon  time and price.  The period of  maturity  is usually  quite  short,
possibly overnight


                                       13
<PAGE>

   
or a few days,  although it may extend over a number of months. 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 resale price.  The  instruments  held as collateral
are  valued  daily,  and if 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.
    

    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  as much as 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.  The  Fund's  Custodian  will  maintain,  in a
segregated account of the Fund, cash, or liquid securities  obligations having a
value equal to or greater than the Fund's purchase  commitments.  The securities
so purchased are subject to market  fluctuation  and no interest  accrues to the
purchaser  during the period  between  purchase and  settlement.  At the time of
delivery of the securities the value may be more or less than the purchase price
and an increase in the percentage of the Fund's assets committed to the purchase
of  securities  on a  when-issued  or delayed  delivery  basis may  increase the
volatility of the Fund's net asset value.
    

    Borrowing

    The Fund may borrow an amount up to 33-1/3% of the value of its total assets
(calculated  when  the loan is made)  from  banks  for  temporary  or  emergency
purposes.  The Fund may  pledge up to  33-1/3%  of its  assets  to  secure  such
borrowings.  However,  the  Fund  will  not  purchase  portfolio  securities  if
borrowings exceed 5% of the Fund's total assets.

    Illiquid Securities

   
    The Fund may hold up to 10% of its  total  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.  Securities  eligible for resale in accordance with Rule 144A
under the Securities Act of 1933, as amended (the  Securities Act) and privately
placed commercial  paper, that have legal or contractual  restrictions on resale
but have a readily available market are not considered  illiquid for purposes of
this  limitation.  The Subadviser  will monitor the liquidity of such restricted
securities  under  the  supervision  of  the  Board  of  Directors.  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
limited  time,  uninterested  in  purchasing  Rule 144A  securities.  Repurchase
agreements  subject to demand are deemed to have a maturity  equal to the notice
period.  See  "Investment  Objective and  Policies-Illiquid  Securities"  in the
Statement of Additional Information.
    

    The staff of the  Securities  and  Exchange  Commission  (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 the Fund's  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."

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.


                                       14
<PAGE>

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

                            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,
decides  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 September 30, 1996, the Fund's total expenses as a
percentage  of average  net  assets for the Fund's  Class A, Class B and Class C
shares were 1.30%, 2.05% and 2.05%, respectively. See "Financial Highlights."
    

MANAGER

   
    Prudential  Mutual Fund Management LLC (PMF or the Manager),  Gateway Center
Three,  Newark,  New Jersey 07102, is the Manager of the Fund. It is compensated
for its  services  by the Fund at an annual  rate of .70% of the Fund's  average
daily  net  assets  for the  portion  of such  assets up to and  including  $250
million,  .55% of the Fund's  average daily net assets in excess of $250 million
up to and including $500 million, .50% of the Fund's average daily net assets in
excess of $500  million up to and  including  $1 billion  and .45% of the Fund's
average daily net assets in excess of $1 billion.  PMF is organized as a limited
liability  company.  It is the successor to Prudential  Mutual Fund  Management,
Inc.,  which  transferred  its  assets  to  PMF  in  September  1996.  PMF  is a
wholly-owned   subsidiary  of  The  Prudential   Insurance  Company  of  America
(Prudential),  a major diversified insurance and financial services company. For
the fiscal year ended  September 30, 1996, the Fund paid  management fees to PMF
of .66% of the Fund's average net assets.

    As of October 31, 1996, PMF served as the manager to 37 open-end  investment
companies,  constituting  all of the Prudential  Mutual Funds, and as manager or
administrator  to 22 closed-end  investment  companies with aggregate  assets of
approximately $52 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
"Management of the Fund-The Manager" in the Statement of Additional Information.

SUBADVISER

   
    Wellington Management Company, LLP, 75 State Street,  Boston,  Massachusetts
02109,  serves as the Fund's Subadviser under a Subadvisory  Agreement among the
Fund, PMF and Wellington  Management Company, LLP (Wellington  Management or the
Subadviser). The Subadviser furnishes investment advisory services in connection
with the management of the Fund. It is compensated  for its services by PMF, not
the Fund,  at an annual rate of .50% of the Fund's  average daily net assets for
the portion of such assets up to and including $250 million,  .35% of the Fund's
average  daily net  assets in excess of $250  million up to and  including  $500
million,  .30% of the Fund's  average daily net assets in excess of $500 million
up to and  including $1 billion and .25% of the Fund's  average daily net assets
in excess of $1 billion. PMF continues to have responsibility for all investment
advisory  services in accordance  with the  Management  Agreement and supervises
Wellington Management's  performance of such services. For the fiscal year ended
September 30, 1996, PMF paid subadvisory  fees to Wellington  Management of .46%
of the Fund's average net assets.

    The Subadviser is a Massachusetts general partnership of which the following
persons are managing partners: Robert W. Doran, Duncan M. McFarland, and John R.
Ryan. The Subadviser is a professional investment counseling firm which provides
investment services to investment companies,  employee benefit plans,  endowment
funds, foundations and other institutions and  individuals.  As of September 30,
1996, the Subadviser held investment  authority over  approximately $124 billion
of assets.  The  Subadviser  is not  affiliated  with the  Manager or any of its
affiliates.
    

    The current manager of the equity portion of the Fund's portfolio is William
C. S. Hicks, a Senior Vice President and Partner of Wellington  Management.  Mr.
Hicks has responsibility for the day-to-day  management of the Fund's portfolio.


                                       15
<PAGE>

   
Mr.  Hicks  has  managed  the  Fund's  portfolio  since May 1992 and has been an
investment  professional  with Wellington  Management since 1962. Mr. Hicks also
serves as  portfolio  manager for a variety of corporate  and public  retirement
plans and was previously Wellington Management's Director of Research. Effective
May 31, 1996, the fixed income  portion of the Fund's  portfolio will be managed
by Earl E. McEvoy, a Senior Vice President and Partner of Wellington Management.
Mr.  McEvoy  has been an  investment  professional  with  Wellington  Management
COmpany,  LLP since 1978 and currently manages  significant assets for a variety
of the firm's institutional and mutual fund clients.
    


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 Class A,
Class B, Class C and Class Z shares of the Fund. 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   incurs  the   expense  of
distributing  the  Fund's  Class  A,  Class  B and  Class C  shares.  Prudential
Securities  also incurs the expense of  distributing  the Fund's  Class Z shares
under the Distribution Agreement, none of which is paid for or reimbursed by the
Fund. 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 PSI, 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.

    Under the Plans,  the Fund is obligated to pay  distribution  and/or service
fees to PSI as compensation for its distribution and service activities,  not as
reimbursement  for specific  expenses  incurred.  If PSI's  expenses  exceed its
distribution  and  service  fees,  the  Fund  will not be  obligated  to pay any
additional  expenses.  If PSI'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 PSI 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 assets 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 .25 of 1%) may not  exceed .30 of 1% of the  average  daily net assets of
the  Class A shares.  PSI has  agreed  to limit  its  distribution-related  fees
payable  under the Class A Plan to .25% of the  average  daily net assets of the
Class A shares for the fiscal year ending September 30, 1997.
    

    Under the Class B and Class C Plans, the Fund pays Prudential Securities for
its  distribution-related  activities with respect to Class B and Class C shares
at an annual rate of 1% of the  average  daily net assets of each of the Class B
and Class C shares.  The Class B and Class C Plans  provide  for the  payment to
Prudential  Securities  of (i) an  asset-based  sales charge of .75 of 1% of the
average  daily net  assets of each of the Class B and Class C shares  and (ii) a
service fee of .25 of 1% of the average  daily net assets of each of the Class B
and Class C shares.  The service fee is used to pay for personal  service and/or
the  maintenance of shareholder  accounts.  Prudential  Securities also receives
contingent  deferred  sales  charges from certain  redeeming  shareholders.  See
"Shareholder Guide-How to Sell Your Shares-Contingent Deferred Sales Charges."

   
    For the fiscal year ended  September  30, 1996,  the Fund paid  distribution
expenses  of .25%,  1% and 1% of the  average net assets of the Class A, Class B
and Class C shares,  respectively.  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.
    


                                       16
<PAGE>

   
    Distribution  expenses attributable to the sale of Class A, Class B or Class
C 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 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  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
pay a finder's fee out of its own resources to dealers (including PSI) and other
persons  who  distribute  shares of the Fund  (including  Class Z shares).  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.  (NASD)  governing   maximum  sales  charges.   See
"Distributor" in the Statement of Additional Information.

    On October 21, 1993, PSI entered into an omnibus  settlement with 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 $5,000,000 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.


                                       17
<PAGE>

    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 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.

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 net asset value to be as of 4:15 p.m., New York time.

    Portfolio  securities are valued according to market  quotations or, if such
quotations are not readily available,  at fair value as determined in good faith
under procedures established by the Fund's Board of Directors.

    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. See "Net Asset Value" in the Statement of
Additional Information.

   
    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.  The
NAV of Class Z shares will  generally  be higher than the NAV of the other three
classes  because Class Z shares are not subject to any  distribution  or service
fees.  It is expected,  however,  that the net asset value per share of the four
classes will tend to converge immediately after the recording of dividends which
will  differ by  approximately  the amount of the  distribution  or service  fee
expense accrual differential among the classes.
    


                                       18
<PAGE>

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

                      HOW THE FUND CALCULATES PERFORMANCE   

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

   
    From  time to time  the Fund  may  advertise  its  total  return  (including
"average  annual"  total  return  and  "aggregate"  total  return)  and yield in
advertisements  or sales  literature.  Total  return  and yield  are  calculated
separately  for Class A, Class B, Class C and Class Z shares.  These figures are
based  on  historical   earnings  and  are  not  intended  to  indicate   future
performance.  The "total  return" shows how much an investment in the Fund would
have increased  (decreased) over a specified period 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 that may be payable upon  redemption.
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 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.  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 tax on its net investment  income and
capital gains, if any, that it distributes to its  shareholders.  See "Taxes" in
the Statement of Additional Information.

Taxation of Shareholders

    Any dividends out of net investment  income,  together with distributions of
net short-term  capital 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 shareholders whether or not reinvested.  Certain gains
or losses from  fluctuations in foreign  currency  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" in the Statement of Additional Information. Any
net capital gain (the excess of net long-term  capital gain over net  short-term
capital loss)  distributed to shareholders  will be taxable as long-term capital
gain to the shareholders, whether or not reinvested and regardless of the length
of time a shareholder has owned his or her shares.  For corporate  shareholders,
the maximum rate of tax on net capital gain is currently the same as the maximum
tax rate for  ordinary  income.  The  maximum  long-term  capital  gains tax for
individuals is 28%.

    Any gain or loss realized upon a sale or redemption (including any exchange)
of Fund  shares  by a  shareholder  who is not a dealer  in  securities  will be
treated as a  long-term  capital  gain or loss if the shares  have been held for
more than

                                       19
<PAGE>

   
one year and  otherwise as a short-term  capital gain or loss.  Any such loss on
shares  that are held for six  months or less,  however,  will be  treated  as a
long-term capital loss to the extent of any capital gain distributions  received
by the shareholder.

    The Fund  has  obtained  opinions  of  counsel  to the  effect  that (i) the
conversion  of Class B shares  into Class A shares or (ii) the  exchange  of any
class of the Fund's shares for any other class of its shares does not constitute
a taxable event for federal income tax purposes.  However, such opinions are not
binding on the Internal Revenue Service.

    Shareholders  should  consult  their  own tax  advisers  regarding  specific
questions as to federal, state or local taxes.
    

Withholding Taxes

   
    Under the Internal  Revenue Code, the Fund is required to withhold and remit
to the U.S. Treasury 31% of dividends, capital gain distributions and redemption
proceeds payable to any individuals and certain other noncorporate  shareholders
who fail to furnish correct 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
laws.  Withholding at this rate is also required from dividends and capital gain
distributions  (but not redemption  proceeds)  payable to  shareholders  who are
otherwise  subject to backup  withholding.  Dividends from 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 pay quarterly  dividends of net  investment  income,  if
any, and make  distributions  at least annually of any net capital gains. To the
extent that, in a given year,  distributions  to shareholders  exceed the Fund's
current and  accumulated  earnings  and  profits,  shareholders  will  receive a
non-taxable  return of capital.  Dividends paid by the Fund with respect to each
class of shares, to the extent any dividends are paid, will be calculated in the
same  manner,  at the same time,  on the same day and will be in the same amount
except that each class will bear its own  distribution  charges.  This generally
will  result in lower  dividends  for Class B and Class C shares in  relation to
Class A and Class Z shares and lower dividends for Class A shares in relation to
Class Z shares.  Distributions of net capital gains, if any, will be paid 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  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  record  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.

    When the Fund goes  "ex-dividend,"  the NAV of each  class is reduced by the
amount of the  dividend or  distribution  allocable  to each  class.  If you buy
shares just prior to the  ex-dividend  date,  the price you pay will include the
dividend or  distribution  and a portion of your  investment will be returned to
you as a taxable dividend or distribution.  You should, therefore,  consider the
timing of dividends and distributions when making your purchases.


                                       20
<PAGE>

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

                              GENERAL INFORMATION   

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

DESCRIPTION OF COMMON STOCK

   
    The Fund was  incorporated  in Maryland on November  18, 1988 and  commenced
operations as a closed-end  diversified management investment company on January
2, 1990. On December 20, 1990,  shareholders  approved  open-ending the Fund and
since  February 4, 1991,  the Fund has operated as an open-end fund. The Fund is
authorized  to issue 2 billion  shares of $.001 par value per share divided into
four classes,  designated Class A, Class B, Class C and Class Z shares,  each of
which  consists of 500 million  authorized  shares.  The four  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  (except  Class Z) is subject to
different  sales  charges and  distribution  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  arrangement  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  commencing on or about  December 23, 1996.  See "How
the Fund is  Managed-Distributor."  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  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 and 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 (with the exception of Class
Z shares,  which are not subject to any distribution or service fee). 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 common  stock of the Fund is entitled to its portion
of all 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 and Class Z 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 removal of one or more
directors 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
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


                                       21
<PAGE>

   
Services,  P.O. Box 15020,  New Brunswick,  New Jersey  08906-5020.  The minimum
initial investment is $1,000 for Class A and Class B shares and $5,000 for Class
C shares (the  minimum for Class C shares may be waived from time to time).  The
minimum  subsequent  investment  is $100 for all  classes,  except  for  Class Z
shares,  which are not  subject  to any  minimum  investment  requirements.  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 the
option of the  purchaser,  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 are offered to a limited  group of investors at net asset value without
any sales charge. See "Alternative  Purchase Plan" below. See also "How the Fund
Values its Shares."  Participants in programs sponsored by Prudential Retirement
Services should contact their client  representative  for more information about
Class Z 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 stock certificates.

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

   
    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 third 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 to  receive  an  account  number at  1-800-225-1852
(toll-free).  The following  information will be requested:  your name, address,
tax  identification  number,  class election,  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:
Global Utility 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, Class C or Class Z shares).
    

    If you arrange for  receipt by State  Street 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
directly and should be sure that the wire specifies  Global Utility Fund,  Inc.,
Class A,  Class  B,  Class C or Class Z and  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 four classes of shares  (Class A, Class B, Class C and Class
Z 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).
    


                                       22
<PAGE>

<TABLE>
<CAPTION>

                                                       Annual 12b-1 Fees
                                                      (as a % of average
                     Sales Charge                      daily net assets)                  Other information
         -------------------------------------    --------------------------    --------------------------------------
<S>      <C>                                      <C>                           <C>    
Class A  Maximum initial sales charge of 5% of    .30 of 1% (Currently being    Initial sales charge waived or reduced
         the public offering price.               charged at a rate of          for certain purchases
                                                  .25 of 1%)

Class B  Maximum contingent deferred sales                    1%                Shares convert to Class A shares
         charge or CDSC of 5% of the lesser of                                  approximately seven years after
         the amount invested or the redemption                                  purchase
         proceeds; declines to zero after six
         years

Class C  Maximum CDSC of 1% of the lesser of                  1%                Shares do not convert to another class
         the amount invested or the redemption
         proceeds on redemptions made within
         one year of purchase

   
Class Z  None                                               None                Sold to a limited group of investors
</TABLE>

    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 (if
any) 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 and Class Z shares.

    Financial  advisers  and other sales agents who sell shares of the Fund will
receive different compensation for selling Class A, Class B, Class C and Class Z
shares and will generally receive more compensation  initially for selling Class
A and Class B shares than for selling Class C and Class Z 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 5% and Class B shares
are  subject 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 7 years or more and do not qualify
for a reduced  sales charge on Class A shares,  since Class B shares  convert to
Class A shares  approximately  7 years  after  purchase  and because all of your
money  would be  invested  initially  in the case of Class B shares,  you should
consider purchasing Class B shares over either Class A or Class C shares.

                                       23
<PAGE>

    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 fee 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 this period of time or redemptions when 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,  unless the  purchaser  is  eligible  to  purchase  Class Z shares.  See
"Reduction  and  Waiver of  Initial  Sales  Charges"  and Class Z shares  below.
    

 Class A Shares

    The offering  price of Class A shares is the NAV 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) imposed on a single transaction as shown in the following table:

                             Sales Charge as  Sales Charge as  Dealer Concession
Amount of                     Percentage of    Percentage of   as Percentage of
Purchase                      Offering Price  Amount Invested   Offering Price
- ----------------             ---------------  ---------------  -----------------
Less than $25,000                  5.00%           5.26%            4.75%
$25,000 to $49,999                 4.50%           4.71%            4.25%
$50,000 to $99,999                 4.00%           4.17%            3.75%
$100,000 to $249,999               3.25%           3.36%            3.00%
$250,000 to $499,999               2.50%           2.56%            2.40%
$500,000 to $999,999               2.00%           2.04%            1.90%
$1,000,000 and above               None            None             None

   
    Prudential  Securities  may  reallow  the  entire  initial  sales  charge to
dealers.  Selling  dealers  may be  deemed to be  underwriters,  as that term is
defined in the Securities Act.

    In  connection  with the sale of Class A shares at NAV  (without  an initial
sales  charge),  the Manager,  PSI or one of their  affiliates  may pay dealers,
financial  advisers and other persons who distribute shares a finder's fee based
on a percentage of the net asset value of shares sold by such persons.
    

    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 (collectively,  Benefit Plans),  provided that the Benefit 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 250 eligible  employees or participants.  In the case of
Benefit  Plans whose  accounts  are held  directly  with the  Transfer  Agent or
    


                                       24
<PAGE>

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  and  SmartPath  Plans.  Class A shares may be  purchased at NAV by
certain  savings,  retirement  and  deferred  compensation  plans,  qualified or
non-qualified   under   the   Internal   Revenue   Code,    including   pension,
profit-sharing, stock-bonus or other employee benefit plans 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 that  participate  in
Prudential's  PruArray  or  SmartPath  Programs  (benefit  plan  record  keeping
services) (hereafter referred to as a PruArray or SmartPath Plan), provided that
the plan has at least $1 million in existing assets or 250 eligible employees or
participants.The  term "existing  assets" for this purpose includes stock issued
by a  PruArray  or  SmartPath  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  or  SmartPath   Programs
(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, PruArray
or SmartPath  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)
current and former  Directors/Trustees  and current  officers 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 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 charge  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." Prudential Securities will pay sales
commissions at the time of sale from its own resources of up to 4% and 1% of the
purchase price of Class B shares and Class C shares,  respectively,  to dealers,
financial  advisers and other persons who sell Class B and Class C shares.  This
facilitates  the  ability  of the  Fund to sell the  Class B and  Class C shares
without  an  initial  sales  charge  being  deducted  at the  time of  purchase.
Prudential  Securities  anticipates that it will recoup its advancement of sales
commissions  from the  combination  of the CDSC and the  distribution  fee.  See
"Distributor," above.
    


                                       25
<PAGE>

   
    Class Z Shares

    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 compensaton 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  (collectively,  Benefit Plans),
provided such Benefit 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  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,  shareholders
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 by such Plan will be for Class Z shares.
    

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

    If you hold shares of the Fund through  Prudential  Securities  or through a
dealer  which has  entered  into a  selected  dealer  agreement  with the Fund's
Distributor you must redeem your shares by contacting your 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 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
the 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 Preferred 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.


                                       26
<PAGE>

    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 check.

    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 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.

    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 CDSC 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 net asset
value 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 income 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 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  Class B or Class C 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."


                                       27
<PAGE>

    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

  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 the investor's 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),  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)


                                       28
<PAGE>

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 a
Director 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.

    A quantity  discount may apply to  redemptions  of Class B shares  purchased
prior to August 1, 1994.  See "Purchase and  Redemption of Fund  Shares-Quantity
Discount-Class  B Shares  Purchased Prior to August 1, 1994" 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.
The first  conversion  of Class B shares  occurred  in February  1995,  when the
conversion feature was first implemented.

    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 purchased and then held 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 the 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

                                       29
<PAGE>

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  distrbutions  paid on Class A, Class B, Class C and Class Z
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  requirement of such funds.  Class A,
Class B, Class C and Class Z shares may be exchanged for Class A, Class B, Class
C and Class Z shares, respectively, of another fund on the basis of the relative
NAV. No sales charge will be imposed at the time of the exchange. Any applicable
CDSC payable upon the redemption of shares exchanged 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. 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  telephone
exchanges 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 or through a dealer which
has entered into a selected dealer  agreement with the Fund's  Distributor,  you
must exchange your shares by contacting your 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  shareholders  should make exchanges by
mail by writing to Prudential Mutual Fund Services, Inc. at the address 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)  and for  shareholders  who  qualify  to  purchase  Class Z  shares  (see
"Alternative Purchase Plan-Class Z
    


                                       30
<PAGE>

   
Shares" 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 for
shareholders who qualify to purchase Class A shares at NAV on a quarterly basis,
unless the shareholder elects otherwise. Similarly,  shareholders who qualify to
purchase  Class Z shares will have their  Class B and Class C shares  (which are
not subject to a CDSC) and their Class A shares  exchanged for Class Z shares on
a quarterly basis. 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.

    Participants  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. Similarly, participants in PSI's 401(k) Plan for which the Fund's Class Z
shares is an available  option and who wish to transfer their Class Z shares out
of the PSI 401(k) Plan following  separation  from service  (i.e.,  voluntary or
involuntary  termination  of employment or  retirement)  will have their Class Z
shares exchanged for Class A shares at net asset value.

    The Fund reserves the right to reject any exchange order including exchanges
(and market timing  transactions)  which are of size and/or frequency engaged in
by one or more accounts acting in concert or otherwise, that have or may have an
adverse  effect on the ability of the  Subadviser to manage the  portfolio.  The
determination that such exchanges or activity may have an adverse effect and the
determination  to reject any exchange  order shall be in the  discretion  of the
Manager and the Subadviser.

    The  Exchange  Privilege  is not a right and may be  modified,  suspended or
terminated upon 60 day's 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:

    *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
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.

    *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
charge 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.

    *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


                                       31

<PAGE>

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.

    *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"  and   "Shareholder   Investment
Account-Systematic Withdrawal Plan."

    *Reports  to  Shareholders.  The Fund will send 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  report 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, NY 10292.  In addition,  monthly  unaudited  financial data is
available upon request from the Fund.

   
    *Shareholder Inquiries. Inquiries should be addressed to the Fund at Gateway
Center Three,  Newark, New Jersey 07102, 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.







                                       32
<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.

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

(left column)

            Taxable Bond Funds   

Prudential Diversified Bond Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
     Short-Intermediate Term Series
Prudential High Yield Fund, Inc.
Prudential Mortgage Income Fund, Inc.
Prudential Structured Maturity Fund, Inc.
     Income Portfolio
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 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 Genesis Fund, Inc.
Prudential Global Limited Maturity Fund, Inc.
     Limited Maturity Portfolio
Prudential Intermediate Global Income Fund, Inc.
Prudential Natural Resources Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential World Fund, Inc.
     Prudential Global Series
     International Stock Series
The Global Government Plus Fund, Inc.
The Global Total Return Fund, Inc.
Global Utility Fund, Inc.
    

(right column)

              Equity Funds   

   
Prudential Allocation Fund
     Balanced Portfolio
     Strategy Portfolio
Prudential Distressed Securities Fund, Inc.
Prudential Dryden Fund
     Prudential Active Balanced Fund
     Prudential Stock Index Fund
Prudential Emerging Growth Fund, Inc.
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Jennison Fund, Inc.
     Prudential Jennison Growth Fund
     Prudential Jennison Growth & Income Fund
Prudential Multi-Sector Fund, Inc.
Prudential Small Companies Fund, Inc.
Prudential Utility Fund, Inc.
Nicholas-Applegate Fund, Inc.
     Nicholas-Applegate Growth Equity Fund
    

           Money Market Funds   

   
* Taxable Money Market Funds
Prudential Government Securities Trust
     Money Market Series
     U.S. Treasury Money Market Series
Prudential Special Money Market Fund, Inc.
     Money Market Series
Prudential MoneyMart Assets, Inc.

* 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
    

* Command Funds
Command Money Fund
Command Government Fund
Command Tax-Free Fund

* Institutional Money Market Funds
Prudential Institutional Liquidity Portfolio, Inc.
     Institutional Money Market Series
- --------------------------------------------------------------------------------
                                      A-1

<PAGE>

(left column)

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 an 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.............................   8
     Investment Objective  and Policies..........   8
     Hedging and Return Enhancement Strategies...  11
     Other Investments and Policies..............  13
     Investment Restrictions.....................  14
HOW THE FUND IS MANAGED..........................  15
     Manager.....................................  15
     Subadviser..................................  15
     Distributor.................................  16
     Portfolio Transactions......................  18
     Custodian and Transfer and
         Dividend Disbursing Agent...............  18
HOW THE FUND VALUES ITS SHARES...................  18
HOW THE FUND CALCULATES PERFORMANCE..............  19
TAXES, DIVIDENDS AND DISTRIBUTIONS...............  19
GENERAL INFORMATION..............................  21
     Description of Common Stock.................  21
     Additional Information......................  21
SHAREHOLDER GUIDE................................  21
     How to Buy Shares of the Fund...............  21
     Alternative Purchase Plan...................  22
     How to Sell Your Shares.....................  26
     Conversion Feature -Class B Shares..........  29
     How to Exchange Your Shares ................  30
Shareholder Services.............................  31
THE PRUDENTIAL MUTUAL FUND FAMILY................ A-1
- -----------------------------------------------------
MF150A                                        4443442

- -----------------------------------------------------
                          Class A: 37936G 30 3
              CUSIP Nos.: Class B: 37936G 20 4
                          Class C: 37936G 40 2
                          Class Z: 37936G 50 1
- -----------------------------------------------------
    

(right column)

                    Global Utility
                      Fund, Inc.



Prudential Mutual Funds          LOGO
BUILDING YOUR FUTURE
ON OUR STRENGTH SM



PROSPECTUS

November 29, 1996


<PAGE>

                            GLOBAL UTILITY FUND, INC.

   
                       Statement of Additional Information
                                November 29, 1996
    

    Global Utility Fund, Inc. (the Fund) is a diversified,  open-end  management
investment company.  The Fund's investment objective is to provide total return,
without  incurring  undue  risk,  by  investing  primarily  in  income-producing
securities of domestic and foreign  companies in the utility  industries.  Under
normal  circumstances,  at least 65% of the Fund's total assets will be invested
in a diversified portfolio of equity and debt securities of domestic and foreign
utility  companies,  principally  electric,  telecommunications,  gas  or  water
companies.  There can be no assurance that the Fund's investment  objective will
be achieved. See "Investment Objective and Policies."

   
    The Fund's address is Gateway Center Three,  Newark,  New Jersey 07102,  and
its telephone number is 1-800-225-1852.

    This  Statement of Additional  Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus,  dated November 29, 1996, a copy
of which may be obtained  upon request from the Fund at the address or telephone
number above.
    

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                             Cross-reference
                                                                                               to page in
                                                                                    Page       Prospectus
                                                                                    ----     ---------------
<S>                                                                                    <C>          <C>
General Information ..............................................................   B-2            21

Investment Objective and Policies ................................................   B-2             8

Investment Restrictions ..........................................................   B-15           14

Information Regarding Directors and Officers .....................................   B-16           15

Management of the Fund ...........................................................   B-19           15

Portfolio Transactions and Brokerage .............................................   B-23           18

Purchase and Redemption of Fund Shares ...........................................   B-24           22

Shareholder Investment Account ...................................................   B-27           30

Net Asset Value ..................................................................   B-30           18

Taxes ............................................................................   B-31           19

Performance Information ..........................................................   B-33           19

Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants ....   B-34           18

Financial Statements .............................................................   B-36            -

Independent Auditors' Report .....................................................   B-48            -

   
Appendix I-Description of Bond Ratings ...........................................   A-1             -

Appendix II-Historical Performance Data ..........................................   A-1             -

    

</TABLE>
- --------------------------------------------------------------------------------


MF150B

<PAGE>

                               GENERAL INFORMATION

    Global  Utility  Fund,  Inc.  (the  Fund),  a  Maryland  corporation,  is  a
diversified,   open-end  management  investment  company  registered  under  the
Investment  Company  Act of  1940,  as  amended  (the  1940  Act).  The Fund was
incorporated  under the name The Utility  Income Fund,  Inc. On October 20, 1989
the Fund changed its name to Global  Utility  Fund,  Inc. The Fund operated as a
closed-end  fund until  February 1, 1991.  Since  February 4, 1991, the Fund has
operated as an open-end fund.

                        INVESTMENT OBJECTIVE AND POLICIES

    The  Fund's  investment  objective  is  to  provide  total  return,  without
incurring undue risk, by investing primarily in  income-producing  securities of
domestic  and foreign  companies  in the utility  industries.  The Fund's  total
return  will  consist  of  current  income  and  growth of  capital.  Wellington
Management Company, the Fund's subadviser (the Subadviser), will seek to achieve
the Fund's objective by investing,  under normal circumstances,  at least 65% of
the Fund's  total  assets in a  diversified  portfolio  of common  stocks,  debt
securities  and  preferred  stocks  issued by  domestic  and  foreign  companies
primarily  engaged in the  ownership  or  operation  of  facilities  used in the
generation, transmission or distribution of electricity, telecommunications, gas
or water. There can be no assurance that the Fund's investment objective will be
achieved.

Utility Industries-Description and Risk Factors

    Utility  companies  in the  United  States  and  in  foreign  countries  are
generally  subject to regulation.  In the United States,  most utility companies
are regulated by state and/or federal  authorities.  Such regulation is intended
to ensure appropriate  standards of service and adequate capacity to meet public
demand.  Prices are also regulated,  with the intention of protecting the public
while ensuring that the rate of return earned by utility companies is sufficient
to allow  them to  attract  capital  in order to grow and  continue  to  provide
appropriate  services.  There can be no assurance that such pricing  policies or
rates of return will continue in the future.

    The nature of  regulation  of utility  industries  is  evolving  both in the
United States and in foreign  countries.  Changes in  regulations  in the United
States  increasingly  allow utility  companies to provide  services and products
outside their traditional  geographic areas and lines of business,  creating new
areas of competition within the industries. Furthermore, the Subadviser believes
that the emergence of competition will result in utility  companies  potentially
earning more than their traditional regulated rates of return.  Although certain
companies  may develop more  profitable  opportunities,  others may be forced to
defend their core businesses and may be less profitable. The Subadviser seeks to
take advantage of favorable investment  opportunities that are expected to arise
from  these  structural  changes.  Of  course,  there can be no  assurance  that
favorable developments will occur in the future.

    Foreign  utility  companies  are also subject to  regulation,  although such
regulation  may or may not be comparable to that in the United  States.  Foreign
regulatory  systems  vary  from  country  to  country,  and may  evolve  in ways
different from regulation in the United States. See "Foreign Securities" in this
Statement of Additional Information and in the Prospectus.

    The Fund's  investment  policies are designed to enable it to  capitalize on
evolving investment  opportunities  throughout the world. For example, the rapid
growth of certain foreign  economies will  necessitate  expansion of capacity in
the  utility  industries  in those  countries.  Although  many  foreign  utility
companies  currently are  government-owned,  thereby limiting current investment
opportunities  for the Fund, the  Subadviser  believes that, in order to attract
significant  capital for growth,  foreign  governments are likely to seek global
investors through the privatization of their utility industries.  Privatization,
which  refers to the trend  toward  investor  ownership  of assets  rather  than
government ownership,  is expected to occur in newer,  faster-growing  economies
and also in more mature  economies.  In addition,  the economic  unification  of
European  markets is  expected  to improve  economic  growth,  reduce  costs and
increase   competition  in  Europe,  which  will  result  in  opportunities  for
investment by the Fund in European utility  industries.  Of course,  there is no
assurance  that  such  favorable  developments  will  occur  or that  investment
opportunities in foreign markets for the Fund will increase.

    The revenues of domestic and foreign utility companies generally reflect the
economic  growth  and  developments  in the  geographic  areas in which  they do
business.  The Subadviser takes into account  anticipated  economic growth rates
and other economic  developments when selecting securities of utility companies.
Further  descriptions  of some of the  anticipated  opportunities  and  risks of
specific segments within the global utility industries are set forth below.

    Electric.  The electric  utility  industry  consists of  companies  that are
engaged principally in the generation, transmission and sale of electric energy,
although  many  such  companies  also  provide  other  energy-related  services.
Domestic  electric  utility  companies in general  recently have been  favorably
affected by lower fuel and  financing  costs and the full or near  completion of
major construction programs. In addition,  many of these companies recently have
generated cash flows in excess of current  operating  expenses and  construction
expenditures,   permitting  some  degree  of  diversification  into  unregulated
businesses.  Some electric  utilities have also taken  advantage of the right to
sell power  outside of their  traditional  geographic  areas.  Electric  utility
companies have  historically been subject to the risks associated with increases
in fuel and other operating costs, high interest


                                      B-2
<PAGE>

costs on borrowings needed for capital construction  programs,  costs associated
with  compliance  with   environmental,   nuclear   facility  and  other  safety
regulations and changes in the regulatory  climate.  For example,  in the United
States, the construction and operation of nuclear power facilities is subject to
increased  scrutiny  by, and  evolving  regulations  of, the Nuclear  Regulatory
Commission. Increased scrutiny might result in higher operating costs and higher
capital  expenditures,  with the risk that regulators may disallow  inclusion of
these costs in rate authorizations.

    Telecommunications.  The  telephone  communications  industry  is a distinct
utility industry  segment that is subject to different risks and  opportunities.
Companies that provide telephone  services and access to the telephone  networks
comprise the largest  portion of this segment.  The telephone  industry is large
and highly  concentrated.  Telephone  companies  in the United  States are still
experiencing  the  effects of the  break-up  of  American  Telephone & Telegraph
Company,  which  occurred  in 1984.  Since  that  date the  number  of local and
long-distance  companies and the competition among such companies has increased.
In addition,  since 1984, companies engaged in telephone  communication services
have expanded their  nonregulated  activities into other  businesses,  including
cellular telephone services,  data processing,  equipment retailing and software
services.  This  expansion has provided  significant  opportunities  for certain
telephone  companies to increase  their  earnings and  dividends at faster rates
than  have  been  allowed  in  traditional  regulated   businesses.   Increasing
competition and other structural  changes,  however,  could adversely affect the
profitability of such utilities.

    Gas. Gas  transmission  companies  and gas  distribution  companies are also
undergoing  significant changes. In the United States,  interstate  transmission
companies are regulated by the Federal Energy  Regulatory  Commission,  which is
reducing its regulation of the industry.  Many companies have  diversified  into
oil and gas exploration and development, making returns more sensitive to energy
prices. In the recent decade, gas utility companies have been adversely affected
by  disruption  in the oil  industry  and have also been  affected by  increased
concentration  and  competition.  In the  opinion  of the  Subadviser,  however,
environmental  considerations  could  improve  the gas  industry  outlook in the
future.  For example,  natural gas is the cleanest of the hydrocarbon  fuels and
this may result in incremental shifts in fuel consumption toward natural gas and
away from oil and coal.

    Water. Water supply utilities are companies that collect, purify, distribute
and sell  water.  In the United  States and around the world,  the  industry  is
highly fragmented,  because most of the supplies are owned by local authorities.
Companies in this industry are generally mature and are  experiencing  little or
no per capita  volume  growth.  In the opinion of the  Subadviser,  there may be
opportunities  for certain  companies to acquire other water utility  companies.
The Subadviser believes that favorable investment  opportunities may result from
consolidation within this industry.

    There  can be no  assurance  that the  positive  developments  noted  above,
including those relating to business growth and changing regulation,  will occur
or that risk  factors  other than  those  noted  above  will not  develop in the
future.

Foreign Securities

    Foreign  securities in which the Fund invests  generally will be denominated
in foreign  currencies and will be traded on foreign markets,  including foreign
stock  exchanges.  Foreign  securities  also may 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  Depository  Receipts  (ADRs) and  securities  registered in the United
States by foreign (including Canadian) governmental or private issuers,  foreign
banks and foreign branches of U.S. banks. These securities also include European
Depository   Receipts   and   Global   Depository   Receipts   (EDRs  and  GDRs,
respectively).

    Restrictions  and controls on investment in the  securities  markets of some
countries may have an adverse effect on the  availability  and costs to the Fund
of  investments  in those  countries.  Costs may be incurred in connection  with
conversions  between various  currencies.  Moreover,  there may be less publicly
available  information  about foreign issuers than about domestic  issuers,  and
foreign issuers generally are not subject to accounting,  auditing and financial
reporting standards and requirements comparable to those of domestic issuers.

    The  value of the  assets of the Fund as  measured  in  dollars  also may be
affected favorably or unfavorably by fluctuations in currency rates and exchange
control regulations.  A change in the value of any such currency relative to 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 also affect
the Fund's  return,  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 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


                                      B-3
<PAGE>

the time the Fund actually  collects such  receivables or pays such  liabilities
will  result in foreign  exchange  gains or losses  that  increase  or  decrease
investment  company  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. To the extent the Fund's currency  exchange  transactions do not
fully protect the Fund against adverse  changes in exchange rates,  decreases in
the value of the currencies of the countries in which the Fund invests  relative
to the U.S.  dollar will result in a  corresponding  decrease in the U.S. dollar
value of the Fund's assets  denominated in those currencies.  The exchange rates
between the U.S. dollar and other  currencies can be volatile and are determined
by  factors  such  as  supply  and  demand  in the  currency  exchange  markets,
international  balances of payments,  government  intervention,  speculation and
other economic and political conditions.

    The costs  attributable  to  foreign  investing  that the Fund must bear are
higher than those attributable to 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
also  frequently  are higher  than those  attributable  to  domestic  investing.
Investment income on certain foreign securities in which the Fund may invest may
be subject to foreign  withholding or other  government  taxes that could reduce
the return to investors  on these  securities.  Tax treaties  between the United
States and certain  foreign  countries,  however,  may reduce or  eliminate  the
amount of foreign tax to which the Fund would be subject. See "Taxes."

Other Investment Strategies

    At the  discretion  of the  Subadviser,  the Fund may employ  the  following
strategies in pursuing its investment objective.

    Lending  of  Securities  and  Repurchase  Agreements.  As  described  in the
Prospectus,  consistent with applicable  regulatory  requirements,  the Fund may
lend  securities  valued at up to 30% of its total  assets to brokers,  dealers,
banks or other recognized  institutional borrowers of securities,  provided that
such loans are callable at any time by the Fund and are at all times  secured by
cash or  equivalent  collateral  that is  equal to at least  the  market  value,
determined  daily, of the loaned  securities.  If the borrower fails to maintain
the requisite amount of collateral,  the loan  automatically  terminates and the
Fund could use the  collateral  to replace  the  securities  while  holding  the
borrower  liable  for any excess of the  replacement  cost over the value of the
collateral.  As with  any  extension  of  credit,  there  are  risks of delay in
recovery  and in some  cases  even loss of rights in the  collateral  should the
borrower of the  securities  fail  financially.  On termination of the loan, the
borrower is required to return the  securities to the Fund, and any gain or loss
in the market  price  during the loan would inure to the Fund.  The Fund may pay
reasonable  administrative  and custodial  fees in connection  with loans of its
securities.

    The Fund may purchase U.S. Government securities and concurrently enter into
"repurchase  agreements"  with the seller of the  securities  whereby the seller
agrees to repurchase the securities at a specified price within a specified time
(generally one business day). The Fund's repurchase agreements will at all times
be fully  collateralized  in an amount as least equal to the  repurchase  price,
including  accrued  interest  earned on the loan. The collateral will be held by
the Fund's custodian bank,  either  physically or in a book-entry  account.  The
Fund will not enter into a  repurchase  agreement  with a maturity  of more than
seven days if, as a result, more than 10% of the value of its total assets would
be  invested  in such  repurchase  agreements  and  other  illiquid  securities,
including  securities  that are  illiquid  by virtue of the absence of a readily
available market.

    The Fund  will  enter  into  securities  lending  and  repurchase  agreement
transactions only with parties that meet creditworthiness  standards approved by
the Fund's  Board of  Directors.  The  Subadviser  will monitor and evaluate the
creditworthiness  of such parties under the general  supervision of the Board of
Directors.  In the event of a default or bankruptcy by a contra-party,  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
companies managed by Prudential  Mutual Fund Management,  Inc. (PMF) pursuant to
an order of the SEC. On a daily basis,  any uninvested cash balances of the Fund
may be aggregated with those of such 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.

    When-Issued  and  Delayed  Delivery  Securities.  From  time  to time in the
ordinary course of business,  the Fund may purchase  securities on a when-issued
or delayed delivery basis, i.e.,  delivery and payment can take place as much as
a month or more after the date of the transaction.  The purchase price and other
terms of the securities are fixed on the transaction  date. Such investments are
subject  to  market  fluctuation,  and no  interest  accrues  to the Fund  until
delivery and payment take place.  At the time the Fund makes the  commitment  to
purchase  securities on a when-issued or delayed  delivery basis, it will record
the  transaction  and  thereafter  reflect  the  value  of such  investments  in
determining  its net asset value on each day that net asset value is determined.
The Fund will make commitments for such when-issued  transactions  only with the
intention of actually  acquiring the underlying  securities.  To facilitate such
acquisitions,  the Fund's custodian bank will maintain, in a separate account of
the Fund, cash or liquid securities having a value equal to or greater than such
commitments.  On delivery  dates for such  transactions,  the Fund will meet its
obligations  from maturities or sales of securities held in the separate account
and/or from then available
    


                                      B-4
<PAGE>

cash flow.  If the Fund chooses to dispose of the right to acquire a when-issued
security prior to its  acquisition,  it could,  as with the disposition of other
assets held in its portfolio, incur a gain or loss due to market fluctuation.

    High Yield Securities. Fixed-income securities are subject to the risk of an
issuer's  inability to meet principal and interest  payments on the  obligations
(credit risk) and may also be subject to price volatility due to such factors as
interest rate  sensitivity,  market  perception of the  creditworthiness  of the
issuer and general market liquidity (market risk). Lower rated or unrated (i.e.,
high yield) securities, commonly known as "junk bonds," are more likely to react
to  developments  affecting  market and credit risk than are more  highly  rated
securities,  which react primarily to movements in the general level of interest
rates.  The  Subadviser  considers  both  credit  risk and market risk in making
investment  decisions  for the Fund.  Investors  should  carefully  consider the
relative risks of investing in high yield  securities  and understand  that such
securities are not generally meant for short-term investing.

    Lower rated or unrated 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.   If  the  Fund  experiences  unexpected  net
redemptions,  it may be forced to sell its higher quality securities,  resulting
in a  decline  in the  overall  credit  quality  of  the  Fund's  portfolio  and
increasing the exposure of the Fund to the risks of high yield securities.

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 enhance returns,  the Fund may employ certain hedging,  yield
enhancement  and risk management  techniques  including the purchase and sale of
options,  futures and options on futures on equity and debt securities,  indices
of  prices of equity  and debt  securities,  other  financial  indices,  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."

    Options on Securities

   
    The Fund may purchase put and call options and write put and call options on
equity and debt securities,  aggregates of equity and debt securities or indices
of prices thereof,  other financial  indices and foreign  currencies.  These may
include  options traded on U.S. or foreign  exchanges and options traded in U.S.
or foreign  over-the-counter  (OTC) markets.  Currently,  many options on equity
securities and options on currencies  are  exchange-traded,  whereas  options on
debt securities are primarily traded on the OTC market.
    

    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 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 or strike  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.
When the Fund writes a call option,  the Fund loses the  potential for a gain on
the  underlying  securities in excess of the exercise price of the option during
the period that the option is open.

    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 the  specified  exercise  price.  By writing a put  option,  the Fund
becomes obligated during the term of the option, upon exercise of the option, to
purchase the securities  underlying the option at the exercise  price.  The Fund
might,  therefore,  be obligated to purchase the underlying  securities for more
than their current market price.

   
    The  Fund  may  write  only  "covered"  options  or  options  for  which  it
establishes  and  maintains  with its  Custodian  for the  term of the  option a
segregated  account  consisting of cash or liquid  securities  having a value at
least equal to the  fluctuating  market  value of the  optioned  securities.  An
option  is  covered  so long as the Fund is  obligated  as the  writer of a call
option, to 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.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;  otherwise  the Fund will deposit and
maintain  with its Custodian in a segregated  account cash or liquid  securities
having a value equal to or greater than the exercise price of the option.

    The Fund may also buy and write straddles (i.e., a combination of a call and
a put  written on the same  security at the same  exercise  price where the same
issue of the security is considered  "cover" for both the put and the call).  In
such cases, the Fund will
    


                                      B-5
<PAGE>

   
also  deposit  in a  segregated  account  with  its  Custodian  cash  or  liquid
securities  equivalent  in  value 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.
    

    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, however, 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.

    The  writer  of an  exchange-traded  option  that  wishes to  terminate  its
obligation may effect a "closing purchase  transaction." This is accomplished 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  canceled  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, an investor who is the holder of an option may liquidate a
position by effecting a "closing  sale  transaction."  This is  accomplished  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.

    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,  it might  not be  possible  to  effect  closing  transactions  in a
particular  option the Fund 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 a  secondary  market 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 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  clearing  organizations
affiliated  with the  Exchange on which the option is listed  which,  in effect,
give their guarantee to every exchange-traded  option transaction.  In contrast,
OTC options are contracts between the Fund and its contra-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 options.

    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 to which the
Fund originally sold 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,  inability  to  enter  into a  closing  purchase
transaction  may result in material  losses to the Fund. For example,  since the
Fund must  maintain a covered  position  with  respect  to any call  option on a
security  it  writes,  the  Fund  may be  limited  in its  ability  to sell  the
underlying security while the option is outstanding.  This may impair the Fund's
ability  to sell a  portfolio  security  at a time  when  such a sale  might  be
advantageous.


                                      B-6
<PAGE>

    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 an  out-of-the-money  call option 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.  In that case,
the Fund's  return will be the  premium  received  from  writing the put option,
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 covered put options may
be written by the Fund in the same market environments in which call options are
written in equivalent buy-and-write transactions.

    The Fund may  purchase a call  option on a security it intends to acquire in
order to  hedge  against  (and  thereby  benefit  from)  an  anticipated  market
appreciation in the price of the underlying  security 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 premium
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 premium without gaining an
offsetting benefit.

    The Fund may purchase put options on  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 securities to
hedge  against  an  anticipated  rise  in the  price  it  will  have  to pay for
securities  it  intends  to buy in  the  future.  If  the  market  price  of the
securities  should fall instead of rise,  however,  the benefit the Fund obtains
from  purchasing  the  securities  at a lower  price will be reduced by both the
amount of the premium paid for the call options and 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.

    The Fund may wish to protect certain portfolio  securities against a decline
in market value at a time when put options on those  particular  securities  are
not  available for  purchase.  The Fund may  therefore  purchase a put option on
other carefully  selected  securities,  the values of which  historically have a
high degree of positive correlation to the values of such portfolio  securities.
If the  Subadviser's  judgement  is  correct,  changes  in the  value of the put
options should generally offset changes in the value of the portfolio securities
being hedged. But the correlation  between the two values may not be as close in
these  transactions  as in transactions in which the Fund purchases a put option
on an underlying security it owns. If the Subadviser's judgement is not correct,
the value of the securities 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
securities  that it  intends  to  acquire  at a time when call  options  on such
securities are not available. The Fund may, therefore,  purchase call options on
other carefully  selected  securities,  the values of which  historically have a
high  degree of  positive  correlation  to values  of  securities  that the Fund
intends  to  acquire.  In such  circumstances  the Fund will be subject to risks
analogous  to  those  summarized   immediately  above  in  the  event  that  the
correlation  between the value of call options 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 options increases less than
the value of the securities to be acquired by the Fund.


                                      B-7
<PAGE>

    Futures Contracts

    The Fund will  enter  into  futures  contracts  only for  certain  bona fide
hedging,  return  enhancement and risk management  purposes.  The Fund may enter
into futures  contracts for the purchase or sale of equity and debt  securities,
aggregates of debt securities or indices of prices thereof, aggregates of equity
securities or indices of prices  thereof,  and other financial  indices.  It may
also enter  futures  contracts  for the  purchase or sale of foreign  currencies
(such as the Japanese Yen, the British Pound and the West German  Deutsche Mark)
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 by the
sale  and  delivery  of  the  securities  or  currency  underlying  the  futures
contracts. 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 3 to 15% of the value of the
securities  or  the   commodities   underlying   the  contract.   Under  certain
circumstances,  however,  such as  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 market." Each
day the Fund is required to provide or is entitled to receive  variation  margin
in an amount  equal to any decline (in the case of a long  futures  position) or
increase (in the case of short futures  position) in the contract's  value since
the preceding day.

    Although  futures  contracts by their terms may call for the actual delivery
or  acquisition  of  underlying  securities  or  currency,  in  most  cases  the
contractual  obligation is  extinguished  or offset before the expiration of the
contract  without having to make or take delivery of the securities or currency.
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 securities or currency. In
all transactions on a U.S. futures exchange,  the Fund will incur brokerage fees
and related transaction costs when it purchases or sells futures contracts.  The
Fund  may also  incur  brokerage  fees and  related  transaction  costs  when it
purchases or sells futures contracts in markets outside the United States.

    The ordinary spreads between values 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  relationships  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 Subadviser 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 Subadviser'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 debt securities 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  assets  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 assets from its portfolio to meet daily variation  margin  requirements.
The  Fund may  have to sell  assets  at a time  when it may be  advantageous  or
disadvantageous to do so.
    

    If the Fund seeks to hedge  against a decline in the value of its  portfolio
securities  and sells  futures  contracts  for that purpose 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


                                      B-8
<PAGE>

position  might in fact decline  while the value of 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.  The Fund may
purchase  put and call  options and write  (i.e.,  sell) put and call options on
futures  contracts  that are traded on U.S. and foreign  futures  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 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; otherwise, it will segregate and maintain with its
Custodian  for the term of the  option  cash or liquid  securities  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;  otherwise,  it will
segregate and maintain with its Custodian for the term of the option cash,  U.S.
Government  securities or 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  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  securities  the
Fund intends to acquire.  If the market price of the underlying futures contract
when the option is exercised is below the exercise price, however, 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.

    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


                                      B-9
<PAGE>

   
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 liquidate its futures position.  To the extent
the Fund enters into futures  contracts for this purpose,  it will maintain in a
segregated asset account with the Fund's  Custodian  assets  sufficient to cover
the Fund's  obligations  with  respect  to such  futures  contracts,  which will
consist  of cash or  liquid  securities  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 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 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.

    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  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 Subadviser, in purchasing an
option, has been correct in its judgement  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  either on exchanges or in OTC markets or by
writing put options or covered  call options on  currencies.  A put option gives
the Fund the right to purchase 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


                                      B-10
<PAGE>

options  serve  to  insure  against  adverse  currency  price  movements  in the
underlying  portfolio  assets  designated in a given currency.  Currency options
traded on U.S. or other  exchanges  may be subject to position  limits which may
limit the ability of the Fund to fully hedge its  positions by  purchasing  such
options.

    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 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  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.

    Special Characteristics of Forward Currency Contracts and Associated Risks

    The Fund may use forward currency  contracts to protect against  uncertainty
in the level of future exchange rates.  The Fund will not speculate with forward
currency  contracts  or foreign  currency  exchange  rates.  A forward  currency
contract involves  bilateral  obligations of one party to purchase,  and another
party to sell,  a specified  currency at a future  date,  which may be any fixed
number of days from the date of the contract  agreed upon by the  parties,  at a
price set at the time the contract is entered into.

    The Fund may enter into forward currency  contracts with respect to specific
transactions. For example, when the Fund enters into a contract for the purchase
or sale of a  security  denominated  in a  foreign  currency,  or when  the Fund
anticipates the receipt in a foreign  currency of dividend or interest  payments
on a security that it holds,  the Fund may desire to "lock-in"  the U.S.  dollar
price of the security or the U.S. dollar equivalent of such payment, as the case
may be, by entering  into a forward  contract  for the  purchase or sale,  for a
fixed  amount of U.S.  dollars  per unit of foreign  currency,  of the amount of
foreign currency involved in the underlying  transaction.  The Fund will thereby
be able to protect  itself  against a possible  loss  resulting  from an adverse
change in the relationship between the currency exchange rates during the period
between the date on which the  security is  purchased  or sold,  or on which the
payment is declared, and the date on which such payments are made or received.

    The Fund also may use  forward  currency  contracts  to  "lock-in"  the U.S.
dollar value of portfolio positions,  to increase the Fund's exposure to foreign
currencies  that the Subadviser  believes may rise in value relative to the U.S.
dollar or to shift the Fund's exposure to foreign currency fluctuations from one
country to another. For example,  when the Subadviser believes that the currency
of a particular foreign country may suffer a substantial decline relative to the
U.S. dollar or another  currency,  it may enter into a forward  contract to sell
the amount of the former foreign currency approximating the value of some or all
of the Fund's portfolio  securities  denominated in such foreign currency.  This
investment  practice  generally is referred to as  "cross-hedging"  when another
foreign  currency  is  used.  The Fund may  only  cross-hedge  using a  currency
bearing, in the Subadviser's view, a high degree of positive  correlation to the
currency being hedged.

   
    The precise  matching of the forward  contract  amounts and the value of the
securities  involved will not generally be possible  because the future value of
such  securities in foreign  currencies  will change as a consequence  of market
movements in the value of those securities between the date the forward contract
is entered into and the date it is sold.  Accordingly,  it may be necessary  for
the Fund to purchase additional foreign currency on the spot (i.e., cash) market
(and bear the expense of such  purchase)  if the market value of the security is
less than the amount of foreign currency the Fund is obligated to deliver and if
a  decision  is made to sell the  security  and  make  delivery  of the  foreign
currency. Conversely, it may be necessary to sell on the spot market some of the
foreign currency received upon the sale of the portfolio  security if its market
value  exceeds the amount of foreign  currency the Fund is obligated to deliver.
The projection of short-term  currency market movements is extremely  difficult,
and  the  successful  execution  of a  short-term  hedging  strategy  is  highly
uncertain.   Forward  contracts  involve  the  risk  that  anticipated  currency
movements will not be accurately  predicted,  causing the Fund to sustain losses
on these  contracts  and  transaction  costs.  The Fund may enter  into  forward
contracts  or  maintain  a net  exposure  on  such  contracts  only  if (1)  the
consummation  of the contracts  would not obligate the Fund to deliver an amount
of foreign currency in excess of the value of the Fund's portfolio securities or
other assets  denominated  in that  currency or (2) the Fund  maintains  cash or
liquid  securities in a segregated  account in an amount not less than the value
of the Fund's total assets committed to the consummation of the contract.  Under
normal  circumstances,  consideration of the prospect for currency parities will
be incorporated  into the longer term  investment  decisions made with regard to
overall diversification strategies.  However, the Subadviser believes that it is
important to have the  flexibility to enter into such forward  contracts when it
determines that the best interests of the Fund will be served.
    

    At or before the maturity of a forward contract requiring the Fund to sell a
currency,  the  Fund  may  either  sell a  portfolio  security  and use the sale
proceeds to make  delivery of the currency or retain the security and offset its
contractual  obligation 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 that it is obligated to deliver.  Similarly, the Fund may
close out a forward  contract  requiring it to purchase a specified  currency by
entering into a second contract entitling it to sell the same amount of the same
currency on the maturity  date of the first  contract.  The Fund would realize a
gain or loss as a result of entering  into such an offsetting  forward  currency
contract  under either  circumstance  to the extent the  exchange  rate or rates
between the currencies  involved moved between the execution  dates of the first
contract and the offsetting contract.


                                      B-11
<PAGE>

    The cost to the Fund of engaging in forward  currency  contracts varies with
factors such as the currencies  involved,  the length of the contract period and
the market  conditions then prevailing.  Because forward currency  contracts are
usually  entered into on a principal  basis, no fees or commission are involved.
The use of forward  contracts does not eliminate  fluctuations  in the prices of
the underlying securities the Fund owns or intends to acquire, but it does fix a
rate of exchange in advance.  In addition,  although forward currency  contracts
limit the risk of loss due to a decline in the value of the  hedged  currencies,
at the same time they  limit any  potential  gain that might  result  should the
value of the currencies increase.

    Although the Fund values its assets daily in terms of U.S. dollars,  it does
not intend to convert its holdings of foreign  currencies into U.S. dollars on a
daily  basis.  The Fund may  convert  foreign  currency  from time to time,  and
investors should be aware of the costs of currency conversion.  Although foreign
exchange  dealers do not charge a fee for  conversion,  they do realize a profit
based on the difference  between the prices at which they are buying and selling
various  currencies.  Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate,  while  offering  a lesser  rate of  exchange  should the Fund
desire to resell that currency to the dealer.

    Additional Risks of Options on Securities and Currencies, 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.
If so, this would limit the  ability of the Fund to fully  hedge  against  these
risks.

    Options on foreign currency futures contracts may involve certain additional
risks.  Trading options on foreign currency futures contracts is relatively new.
The ability to establish  and close out  positions in such options is subject to
the maintenance of a liquid secondary market. To mitigate this problem, the Fund
will not purchase or write options on foreign currency futures  contracts unless
and  until,  in the  Subadviser's  opinion,  the  market  for such  options  has
developed  sufficiently  that the risks in connection  with such options are not
greater than the risks in connection with transactions in the underlying foreign
currency futures contracts. Compared to the purchase or sale of foreign currency
futures  contracts,  the purchase of call or put options  thereon  involves less
potential  risk to the Fund  because the  maximum  amount at risk is the premium
paid  for  the  option  (plus  transaction   costs).   However,   there  may  be
circumstances  when the  purchase of a call or put option on a foreign  currency
futures  contract  would result in a loss,  such as when there is no movement in
the  price of the  underlying  currency  or  futures  contract,  when use of the
underlying futures contract would not.

    There is no  systematic  reporting  of last  sale  information  for  foreign
currencies or any  regulatory  requirement  that  quotations  available  through
dealers or other market sources be firm or revised on a timely basis.  Quotation
information available is generally  representative of very large transactions in
the interbank market and thus may not reflect  relatively  smaller  transactions
(i.e.,  less than $1 million) where rates may be less  favorable.  The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S.  options  markets are closed while the markets for the  underlying
currencies  remain open,  significant price and rate movements may take place in
the underlying markets that cannot be reflected in the options market until they
reopen.  Because foreign currency transactions occurring in the interbank market
involve  substantially larger amounts than those that may be involved in the use
of foreign currency options, investors may be disadvantaged by having to deal in
an odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.

    The  value of a  foreign  currency  option  depends  upon  the  value of the
underlying  currency relative to the U.S. dollar. As a result,  the price of the
option  position may vary with changes in the value of either or both currencies
and may have no relationship to the investment merits of a foreign security.

    A holder of a stock index option who  exercises it before the closing  index
value for that day is available  runs the risk that the level of the  underlying
index may  subsequently  change.  For example,  in the case of a call, if such a
change  causes the closing  index value to fall below the exercise  price of the
option  on  that  index,  the  exercising  holder  will be  required  to pay the
difference between the closing index value and the exercise price of the option.

    Special Risk Considerations Relating to Futures and Options Thereon

    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 a liquid  market.  Although the Fund  generally will purchase or
sell only those futures


                                      B-12
<PAGE>

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.  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 by the Fund is
subject to the ability of the Fund's Subadviser to predict  correctly  movements
in the direction of interest rates and currency exchange rates and other factors
affecting markets for securities.  If the Subadviser'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 such requirements.
Such sales of  securities  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 is disadvantageous to do so.

    Limitations on the Purchase and Sale of Futures Contracts and Options on
    Futures Contracts

   
    The Fund will engage in transactions  in interest rate and foreign  currency
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  instances
involving  the  purchase of futures  contracts  or call  options  thereon or the
writing  of put  options  thereon  by the  Fund,  an  amount  of cash or  liquid
securities  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 the Fund will own an
offsetting position in securities, currencies or other options, forward-currency
contracts  or  futures  contracts  sufficient  to  ensure  that  the use of such
techniques is unleveraged. There are no limitations on the Fund's use of futures
contracts and options on futures  contracts  beyond the  restrictions  set forth
above and the economic  limitations  that are implicit in the use of futures and
options on futures, within these restrictions, only for bona fide hedging, yield
enhancement and risk management purposes,  in each case in accordance with rules
and regulations of the CFTC and not for speculation.
    

    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 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 10% of its  total  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.  Securities eligible for resale in
accordance  with Rule 144A under the  Securities  Act of 1933,  as amended  (the
Securities  Act) and  privately  placed  commercial  paper  that  have  legal or
contractual  restrictions on resale but have a readily  available market are not
considered illiquid for purposes of this limitation. The Subadviser will monitor
the liquidity of such restricted  securities  under the supervision of the Board
of Directors.
    

    Historically,  illiquid  securities  have  included  securities  subject  to
contractual  or  legal  restrictions  on  resale  because  they  have  not  been
registered under the Securities Act,  securities which are not otherwise 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.


                                      B-13
<PAGE>

    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 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 Subadviser  anticipates that the market for
certain restricted securities such as foreign convertible securities will expand
further as a result of this new  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  Subadviser  will  monitor  the
liquidity of restricted securities in the Fund's portfolio under the supervision
of the Board of Directors. In reaching liquidity decisions,  the Subadviser 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).  In addition,  in order for  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.

   
Borrowing
    

    As stated in the Prospectus,  the Fund may borrow an amount up to 33 1/3% of
the value of its total assets (computed at the time the loan is made) from banks
for  temporary  or  emergency  purposes.  However,  the Fund  will not  purchase
portfolio  securities if borrowings  exceed 5% of the Fund's total assets.  Upon
the vote of the Board of Directors to change the nonfundamental policy described
above,  the Fund is  authorized,  at the  Subadviser's  discretion and under the
supervision  of the Board of  Directors,  to borrow from banks  amounts up to 33
1/3% of the  Fund's  total  assets  (including  the amount  borrowed),  less all
liabilities and  indebtedness  other than the specific bank borrowing,  which is
equivalent to permitting  such borrowing to equal 50% of the value of the Fund's
net assets.

Portfolio Turnover

   
    The Fund has no fixed policy with respect to portfolio turnover; however, as
a result of the Fund's investment  policies,  the Subadviser  expects the annual
portfolio  turnover  rate will be less than 100%.  For the Fund's  fiscal  years
ended  September  30,  1995  and 1996 its  portfolio  turnover  was 15% and 13%,
respectively.  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.
    

                             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) Invest 25% or more of its total assets in any nonutility industry.  (The
Fund will invest 25% or more of its total assets in the utility  industries as a
group.  Utility  industries  for this  purpose  consist of  companies  primarily
engaged in the  ownership  or operation of  facilities  used in the  generation,
transmission or distribution of electricity,  telecommunications, gas or water.)
For this purpose  "industry"  does not include the U.S.  Government and agencies
and instrumentalities of the U.S. Government.

    (2)  Invest  more than 5% of its total  assets in  securities  of  companies
having a  record,  together  with  predecessors,  of less  than  three  years of
continuous  operation.  This  restriction  shall  not  apply to U.S.  Government
agencies and instrumentalities.


                                      B-14
<PAGE>

    (3) As to 75% of its total  assets,  invest  more  than 5% of the  market or
other fair value of its total assets in the  securities of any one issuer (other
than  U.S.  Government  Securities)  or  purchase  more  than 10% of the  voting
securities,  or more than 10% of any class of securities, of any one issuer. For
purposes of this  restriction,  all outstanding debt securities of an issuer are
considered as one class,  and all preferred  stock of an issuer is considered as
one class.

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

    (5) Invest in securities of other investment companies, except in connection
with a merger, consolidation,  reorganization or acquisition of assets; provided
that the Fund may invest in securities issued by foreign investment companies to
the extent permitted by the 1940 Act.

    (6) Make short sales of securities or maintain a short  position,  except in
connection  with the use of  options,  futures  contracts,  options  thereon and
forward currency contracts.

    (7) Issue  senior  securities,  as defined in the 1940 Act,  except that the
Fund may borrow money from banks in an amount at the time of the  borrowing  not
in excess of 33 1/3% of the Fund's total assets  (including the amount borrowed)
less all liabilities  and  indebtedness  other than the borrowing.  Transactions
involving options,  futures contracts,  options on futures contracts and forward
currency  contracts as described in the Prospectus  and collateral  arrangements
with  respect  thereto are not  considered  by the Fund to be the  issuances  of
senior  securities;  and  neither  such  arrangements,  the  purchase or sale of
securities on a when-issued  or delayed  delivery  basis nor  obligations of the
Fund to the Directors pursuant to deferred compensation arrangements, are deemed
to be the issuance of a senior security.

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

    (9)  Make  loans,  except  loans  of  portfolio  securities  and  repurchase
agreements,  provided that for purposes of this restriction the purchase of debt
securities in accordance with the Fund's  investment  objective and policies are
not considered by the Fund to be "loans."

    (10) Make  investments  for the purpose of exercising  control or management
over the issuer of any security.

    (11) 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).

    If a percentage  restriction  is adhered to at the time of an  investment or
transaction,  later  changes in  percentage  resulting  in a change in values of
portfolio  securities  or  amount  of  total  assets  will not be  considered  a
violation of any of the foregoing  limitations.  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.

                  INFORMATION REGARDING DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>

   
Name, Address+                 Position(s) held                            Principal Occupations
  and Age                        with the Fund                              During Past 5 Years
- -------------                  ----------------                            ---------------------
<S>                                <C>               <C>    
Eugene C. Dorsey (69)              Director          Retired President, Chief Executive Officer and Trustee of
                                                       the Gannett Foundation (now Freedom Forum); former Publisher of
                                                       four Gannett Newspapers and Vice President of Gannett Company;
                                                       former chairman of Independent Sector, Washington, D.C. (national
                                                       coalition of philanthropic organizations); former Chairman of the
                                                       American Council for the Arts; Director of the Advisory Board of
                                                       Chase Manhattan Bank of Rochester, Prudential Diversified Bond
                                                       Fund, Inc., Prudential Equity Fund, Inc., Prudential Europe Growth
                                                       Fund, Inc. Prudential Institutional Liquidity Portfolio, Inc., Prudential
                                                       Jennison Series Fund, Inc., Prudential Mortgage Income Fund, Inc.
                                                       and The High Yield Income Fund, Inc.; Trustee of Prudential Califor-
                                                       nia Municipal Fund, Prudential Municipal Series Fund and The Target
                                                       Portfolio Trust.
    

</TABLE>

                                      B-15
<PAGE>

<TABLE>
<CAPTION>

Name, Address+                 Position(s) held                            Principal Occupations
  and Age                        with the Fund                              During Past 5 Years
- -------------                  ----------------                            ---------------------
<S>                                <C>               <C>    
   
*Douglas H. McCorkindale (57)      Director          Vice Chairman, Gannett Co. Inc. (publishing and media) (since March
                                                       1984); Director of Gannett Co. Inc., Frontier Corporation,
                                                       Continental Airlines, Inc., Prudential Distressed Securities Fund,
                                                       Inc., Prudential Global Genesis Fund, Inc., Prudential Global Natural
                                                       Resources, Inc., Prudential Multi-Sector Fund, Inc. and The Global
                                                       Government Plus Fund, Inc.; Trustee of Prudential Allocation Fund,
                                                       Prudential Equity Income Fund and Prudential Municipal Bond Fund.
    

Thomas T. Mooney (54)              Director          President of the Greater Rochester Metro Chamber of Commerce;
55 St. Paul Street                                     former Rochester City Manager; Trustee of Center for
Rochester, NY 14604                                    Governmental 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., The Global
                                                       Government Plus Fund, Inc., The Global Total Return Fund, Inc. and
                                                       The High Yield Plus Fund, Inc.

   
*Richard A. Redeker (52)           Director          Director (Since January 1994) of Prudential Mutual Fund
                                                       Distributors,  Inc. (PMFD) and Prudential  Mutual Fund Services,  Inc.
                                                       (PMFS);  formerly  President,  Chief  Executive  Officer and  Director
                                                       (October 1993-September  1996),  of  Prudential  Mutual  Fund
                                                       Management,   Inc.  (PMF); Executive  Vice  President,  Director  and
                                                       Member  of the  Operating  Committee (October 1993-September
                                                       1996),  Prudential Securities  Incorporated  (Prudential Securities);
                                                       Director (October  1993-September  1996) of Prudential  Securities
                                                       Group, Inc.;  Executive Vice President,  The Prudential  Investment
                                                       Corporation (July  1994-September  1996);  Senior  Executive  Vice
                                                       President and Director of Kemper Financial Services, Inc.
                                                       (September 1978-September 1993); Director of The Global
                                                       Government  Plus Fund,  Inc., The Global Total Return Fund, Inc. and
                                                       The High Yield Income Fund, Inc.

Edward D. Beach (71)               President         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, Treasurer and Director of
                                                       First Financial Fund, Inc. and The High Yield Plus Fund, Inc.; Director
                                                       of The Global Total Return Fund, Inc. and The Global Government
                                                       Plus Fund, Inc.

Robert F. Gunia (49)               Vice President    Chief Administrative Officer (since July 1990), Director (since January
                                                       1989), Executive Vice President, Treasurer and Chief 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).
    

</TABLE>

                                      B-16
<PAGE>

<TABLE>
<CAPTION>

Name, Address+                 Position(s) held                            Principal Occupations
  and Age                        with the Fund                              During Past 5 Years
- -------------                  ----------------                            ---------------------
<S>                                <C>                 <C>    
   
Grace Torres (36)                  Treasurer and       First Vice President (since March 1994) of PMF and Prudential
                                   Principal Financial   Securities. Prior thereto, Vice President, Bankers Trust Company.
                                   and Accounting
                                   Officer

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

S. Jane Rose (50)                  Secretary           Senior Vice President (since January 1991) and Senior Counsel
                                                         and First Vice President (June 1987-December 1990) of
                                                         PMF; Senior Vice President and Senior Counsel of Prudential
                                                         Securities (since July 1992); formerly Vice President and Associate
                                                         General Counsel of Prudential Securities.
    

- --------
* Indicates those directors that are "interested persons" of the Fund as defined
  in the 1940 Act.

   
+ Unless otherwise  indicated,  the address is Gateway Center Three,  Newark,
  New Jersey 07102.
    

</TABLE>

   
    The Directors of the Fund are also trustees,  directors and officers of some
or all of the other investment companies distributed by Prudential Securities.

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

    The Fund pays each of its Directors  who is not an affiliated  person of the
Manager  or the  Subadviser  annual  compensation  of $6,000  and $500 per Board
meeting attended, in addition to certain out-of-pocket  expenses.  Directors may
receive their  Director's  fees  pursuant to a deferred fee  agreement  with 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.

    Pursuant to the terms of the Management Agreement with the Fund, the Manager
or Subadviser,  as appropriate,  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 not employed by the Manager or Subadviser.

    The following table sets forth the aggregate  compensation  paid by the Fund
for the fiscal  year  ended  September  30,  1996 to the  Directors  who are not
affiliated with the Manager or Subadviser 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 1940 Act  managed  by  Prudential  Mutual  Fund
Management LLC (Fund Complex) for the calendar year ended December 31, 1995.
    

                               Compensation Table

<TABLE>
                                                                                         Total
                                                  Pension or                          Compensation
                                                  Retirement                           From Fund
                                  Aggregate    Benefits Accrued   Estimated 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>
   
Eugene C. Dorsey, Director ........  None            None               N/A         $ 85,783(10/34)**
Thomas T. Mooney, Director ........ $8,000           None               N/A         $125,625(14/19)**
Douglas H. McCorkindale, Director .  None            None               N/A         $ 63,750(7/10)**
    

</TABLE>



   
 *All  compensation  for the calendar  year ended  December 31, 1995  represents
  deferred compensation.  Aggregate  compensation  from  the Fund for the fiscal
  year  ended  September  30,  1996,  including  accrued  interest,  amounted to
  approximately $9,697, all of which represents deferred compensation. Aggregate
  compensation  from all of the funds in the Fund Complex for the calendar  year
  ended December 31, 1995, including accrued interest, amounted to approximately
  $57,417.
    

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


   
    As of November 3, 1996,  the  Directors  and officers of the Fund as a group
owned less than 1% of the outstanding common stock of the Fund.
    


                                      B-17
<PAGE>


   
    As of November 3, 1996, the beneficial  owners,  directly or indirectly,  of
more than 5% of the outstanding shares of any class of beneficial interest were:
Richard L. Campbell, 1367 Vernon North Drive, Dunwoody, GA, who held 2,669 Class
C shares (7.0%); Ernie Romero, 333 Gerald Drive,  Lafayette,  LA, who held 1,902
Class C shares (5.0%) and Coben, Inc., 8615 Marbach Road, San Antonio, TX, which
held 3,936 Class C shares (10.3%).

    As of  November 3, 1996,  Prudential  Securities  was the record  holder for
other  beneficial  owners of 6,145,873 Class A shares (or 74% of the outstanding
Class A shares),  11,707,719  Class B shares (or 77% of the outstanding  Class B
shares) and 34,214 Class C shares (or 90% of the outstanding  Class C 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 record holder.
    

                             MANAGEMENT OF THE FUND

The Manager

   
    The manager of the Fund is Prudential Mutual Fund Management LLP (PMF or the
Manager),  Gateway Center Three, Newark, New Jersey 07102. PMF serves as manager
to all of the other open-end management investment companies that, together with
the  Fund,   comprise  the  Prudential  Mutual  Funds.  See  "How  the  Fund  is
Managed-Manager"  in the Prospectus.  As of October 31, 1996, PMF managed and/or
administered open-end and closed-end management investment companies with assets
of approximately $52 billion.  According to the Investment Company Institute, as
of September 30, 1996, the Prudential  Mutual Funds were the 17th largest family
of mutual funds in the United States.

    PMF is a subsidiary  of  Prudential  Securities  Incorporated  (PSI) and The
Prudential Insurance Company of America  (Prudential).  PMF has two wholly-owned
subsidiaries: 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,  record keeping and management and administration  services to
qualified plans.

    Prudential 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, 1995.  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 world-wide,  and maintains a sales
force  of  approximately  19,000  agents,  3,400  insurance  brokers  and  6,000
financial advisers. It insures or provides other financial services to more than
50 million people  worldwide-to more than one of every five people in the United
States. 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. As of December 31, 1995, 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 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.

    Based on data for the year ended December 31, 1995 for the Prudential Mutual
Funds,  on an average day, there are  approximately  $80 million in common stock
transactions,  over $100 million in bond  transactions  and over $4.1 billion in
money market  transactions.  In 1994, the Prudential  Mutual Funds effected more
than 57,000 trades in money market securities and held on average $21 billion of
money market securities.  Based on complex-wide data for the year ended December
31, 1994, on an average day, 7,168  shareholders  telephoned  PMFS, 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 and approximately 1.1 million fund transactions.
    

    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  objective and 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 Prudential
Mutual Fund Services, Inc. (PMFS or the Transfer Agent), the Fund's transfer and
dividend  disbursing 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 from the Fund,  pursuant to the  Management
Agreement,  a fee at an annual rate of .70% of the  average  daily net assets of
the Fund up to and including $250 million,  .55% of the Fund's average daily net
assets in excess of $250


                                      B-18
<PAGE>


   
million up to and including  $500 million,  .50% of the Fund's average daily net
assets in excess of $500 million up to and  including $1 billion and .45% of the
Fund's  average  daily net assets in excess of $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. No such reductions were required during the
fiscal year ended September 30, 1996.
    

    In connection with its management of the corporate  affairs of the Fund, PMF
bears the  following  expenses:  the salaries and expenses of all of its and the
Fund's  personnel  except  the  fees  and  expenses  of  Directors  who  are not
affiliated persons of PMF or the Subadviser;  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 the subadvisory fee
payable to the Subadviser pursuant to the Subadvisory  Agreement among the Fund,
PMF and the Subadviser (the Subadvisory Agreement), dated February 4, 1991.

    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  Subadviser,  (c) the fees and certain  expenses of the Custodian and
Transfer and Dividend Disbursing 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  organizational  expenses of the Fund and the fees and expenses involved
in registering and  maintaining  registration of the Fund and of its shares with
the SEC,  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
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.

   
    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 1940 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,  on May 9,  1996,  and by  shareholders  of the Fund,  on  December
20,1990.
    


The Subadviser

   
    Wellington Management Company, LLP (Wellington Management), 75 State Street,
Boston,  Massachusetts  02109, serves as the Fund's Subadviser.  The Subadvisory
Agreement provides that Wellington  Management shall furnish investment advisory
services in connection with the management of the Fund. In connection therewith,
Wellington  Management  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  Wellington  Management's
performance  of such services.  Under the  Subadvisory  Agreement,  PMF, not the
Fund, pays Wellington  Management a fee, computed daily and payable monthly,  at
an annual rate of .50% of the Fund's average daily net assets for the portion of
such assets up to and including  $250 million,  .35% of the Fund's average daily
net assets in excess of $250 million up to and including  $500 million,  .30% of
the  Fund's  average  daily  net  assets in  excess  of $500  million  up to and
including $1 billion and .25% of the Fund's  average  daily net assets in excess
of $1 billion.
    

    The Subadvisory  Agreement  provides that Wellington  Management 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 Subadvisory Agreement relates, except a
loss resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.  The  Subadvisory  Agreement  provides that it will terminate
automatically if assigned,  and that it may be terminated without penalty by any
party  upon not more than 60 days' nor less than 30 days'  written  notice.  The
Subadvisory  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 1940 Act. The


                                      B-19

<PAGE>

Subadvisory  Agreement  was last approved by the Board of Directors of the Fund,
including  all  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 4, 1995, and by shareholders of the Fund, on December 30, 1991.

   
    For the fiscal years ended  September 30, 1994, 1995 and 1996, the Fund paid
$2,628,090, $2,361,766 and $2,195,690, respectively, to PMF under the Management
Agreement  and  PMF  paid  subadvisory   fees  of  $1,808,784,   $1,639,306  and
$1,533,621,   respectively,  to  Wellington  Management  under  the  Subadvisory
Agreement.
    

The Distributor

   
    Prudential  Securities  Incorporated  (Prudential  Securities  or PSI),  One
Seaport Plaza,  New York, New York 10292,  acts as the distributor of the shares
of the Fund.

    Pursuant to separate  Plans of  Distribution  (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 1940 Act and a  distribution  agreement  (the  Distribution
Agreement),  Prudential  Securities  (the  Distributor)  incurs the  expenses of
distributing  the  Fund's  Class A  shares,  Class B shares  and Class C shares.
Prudential Securities also incurs the expense of distributing the Fund's Class Z
shares,  none of which is paid or reimbursed  by the Fund.  See "How the Fund is
Managed-Distributor" in the Prospectus.

    Prior to  February  4, 1991,  the Fund  operated  as a  closed-end  fund and
offered only one class of shares (the existing  Class A shares).  On October 15,
1990, 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 or Class B Plan or in any  agreement
related  to the 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.  On  November  13,  1990,  the Board of  Directors,
including  the Rule 12b-1  Directors,  at a meeting  called  for the  purpose of
voting  on the  Class B Plan,  adopted  a plan of  distribution  for the Class B
shares of the Fund. On February 10, 1993,  the Board of  Directors,  including a
majority  of the Rule 12b-1  Directors,  at a meeting  called for the purpose of
voting on each Plan,  approved  modifications  to the Fund's Class A and Class B
Plans and  Distribution  Agreements to conform them to recent  amendments to the
National  Association of Securities  Dealers,  Inc.  (NASD) maximum sales charge
rule described below. As modified,  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 the maintenance of shareholder  accounts  (service fee)
and (ii) total  distribution  fees  (including the service fee of .25 of 1%) may
not exceed .30 of 1%. As modified,  the Class B Plan provides that (i) up to .25
of 1% of the  average  daily net  assets of the Class B shares  may be paid as a
service  fee and (ii) up to .75 of 1% (not  including  the  service  fee) of the
average daily net assets of the Class B shares (asset-based sales charge) may be
used as  reimbursement  for  distribution-related  expenses  with respect to the
Class B shares. On May 5, 1993, the Board of Directors,  including a majority of
the Rule 12b-1 Directors,  at a meeting called for the purpose of voting on each
Plan,  adopted  a plan of  distribution  for the  Class C shares of the Fund and
approved further  amendments to the plans of distribution for the Fund's Class A
and Class B shares changing them from  reimbursement  type plans to compensation
type plans. The Plans were last approved by the Board of Directors,  including a
majority  of the Rule  12b-1  Directors,  on May 9, 1996.  The Class A Plan,  as
amended, was approved by Class A and Class B shareholders, and the Class B Plan,
as amended,  was approved by Class B shareholders  on July 19, 1994. The Class C
Plan was approved by the sole shareholder of Class C shares on August 1, 1994.

    Class A Plan.  For the fiscal year ended  September  30, 1996,  PMFD and PSI
received payments of $300,305, under the Class A Plan. This amount was primarily
expended for payment of account  servicing fees to financial  advisers and other
persons who sell Class A shares.  For the fiscal year ended  September 30, 1995,
PMFD and PSI also received approximately $68,100 in initial sales charges.

    Class B Plan.  For the fiscal  year ended  September  30,  1996,  Prudential
Securities  received  $2,103,048  from the Fund under the Class B Plan and spent
approximately  $739,300  in  distributing  the  Fund's  Class  B  shares.  It is
estimated  that of the latter  amount,  $8,000  (1.1%) was spent on printing and
mailing of prospectuses to other than current  shareholders;  $85,200 (11.5%) on
compensation   to  Pruco   Securities   Corporation   (Prusec),   an  affiliated
broker-dealer,  for  commissions  to its  representatives  and  other  expenses,
including  an  allocation  on  account  of  overhead  and  other  branch  office
distribution-related  expenses,  incurred by it for distribution of Fund shares;
and $646,100 (87.4%) on the aggregate of (i) payments of commissions and account
servicing fees to financial  advisers ($340,600 or 46.1%) and (ii) an allocation
on account of overhead and other  branch  office  distribution-related  expenses
($305,500   or   41.3%).   The  term   "overhead   and   other   branch   office
distribution-related   expenses"   represents  (a)  the  expenses  of  operating
Prudential  Securities'  branch  offices  in  connection  with  the sale of Fund
shares,  including lease costs, the salaries and employee benefits of operations
and sales support personnel,  utility costs,  communications costs and the costs
of stationery and supplies, (b) the costs of client sales seminars, (c) expenses
of mutual fund sales  coordinators  to promote the sale of Fund shares,  and (d)
other incidental expenses relating to branch promotion of Fund shares.
    

    Prudential  Securities  also  receives the proceeds of  contingent  deferred
sales charges paid by investors upon certain  redemptions of Class B shares. See
"Shareholder Guide-How to Sell Your Shares-Contingent  Deferred Sales Charge" in
the  Prospectus.  The amount of  distribution  expenses  reimbursable by Class B
shares of the Fund is  reduced by the  amount of such


                                      B-20
<PAGE>

   
proceeds.  For the fiscal year ended September 30, 1996,  Prudential  Securities
received contingent deferred sales charges of approximately $728,700.

    Class C Plan.  For the fiscal  year ended  September  30,  1996,  Prudential
Securities received $6,078 under the Class C Plan and spent approximately $6,300
in distributing the Fund's Class C shares.  Prudential  Securities  receives the
proceeds of contingent  deferred  sales  charges paid by investors  upon certain
redemptions  of  Class  C  shares.  See  "Shareholder  Guide-How  to  Sell  Your
Shares-Contingent Deferred Sales Charges" in the Prospectus. For the fiscal year
ended September 30, 1996, Prudential  Securities received  approximately $700 in
contingent deferred sales charges upon certain redemptions of Class C shares.
    

    The Class A, Class B and Class C 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 applicable class on not more than 30
days'  written  notice to the  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 amendment 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 it is
terminated or not continued.

    Pursuant to each 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 includes 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 the 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. The restated  Distribution  Agreement was
approved  by the Board of  Directors,  including  a  majority  of the Rule 12b-1
Directors,  on May 9, 1996,  which  provides for PSI to serve as  distributor of
each class of shares.

    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 PSl'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 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.  PSl'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  $5,000,000  in
settling the NASD action. In settling 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  Secunties  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


                                      B-21
<PAGE>

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 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

    Subject to policies  established  by the Board of  Directors of the Fund and
the oversight  and review of the Manager,  the  Subadviser  will arrange for the
execution of the Fund's portfolio  transactions and the allocation of brokerage.
In executing portfolio transactions, the Subadviser seeks to obtain the best net
results for the Fund,  taking into account such factors as price  (including the
applicable brokerage commission or dealer spread), size of order,  difficulty of
execution and operational  facilities of the firm involved.  The Fund may invest
in  securities  traded in the OTC markets and deal directly with the dealers who
make  markets in the  securities  involved,  unless a better  price or execution
could be obtained by using a broker.  While the  Subadviser  generally will seek
reasonably  competitive  commission  rates,  payment of the lowest commission or
spread  is not  necessarily  consistent  with  best net  results  in  particular
transactions.  The  Fund  will  not  deal  with  Prudential  Securities  (or any
affiliate) in any transaction in which Prudential  Securities acts as principal.
Purchases and sales of securities on a securities  exchange are effected through
brokers who charge a  negotiated  commission  for their  services.  On a foreign
securities  exchange,  commissions  may be fixed.  Orders may be directed to any
broker  including,  to the extent and in the manner permitted by applicable law,
Prudential Securities.

    In placing orders with brokers and dealers,  the Subadviser  will attempt to
obtain the best net price and the most favorable execution for orders;  however,
the Subadviser  may, in its discretion,  purchase and sell portfolio  securities
through  brokers  and  dealers  who  provide  the  Subadviser  or the Fund  with
research,  analysis,  advice and similar services. The Subadviser may, in return
for research and analysis,  pay brokers a higher  commission than may be charged
by other  brokers,  provided that the  Subadviser  determines in good faith that
such commission is reasonable in terms either of that particular  transaction or
of the  overall  responsibility  of the  Subadviser  to the Fund  and its  other
clients, and that the total commission paid by the Fund will be
 reasonable  in  relation  to the  benefits  to the Fund  over  the  long  term.
Information  and  research  received  from such  brokers and dealers  will be in
addition  to, and not in lieu of, the  services  required to be performed by the
Manager under its Management Agreement with the Fund and by the Subadviser under
the  Subadvisory  Agreement.   Commission  rates  are  established  pursuant  to
negotiations  with the broker  based on the  quality and  quantity of  execution
services provided by the broker in the light of generally  prevailing rates. The
Subadviser's  policy  is  to  pay  higher  commissions  to  brokers  or  futures
commission  merchants  other than  Prudential  Securities (or any affiliate) for
particular  transactions  than might be charged if a  different  broker had been
selected,  on occasions when, in the Subadviser's  opinion, this policy furthers
the objective of obtaining  best price and  execution.  The allocation of orders
among brokers 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 SEC. 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.

    Purchases  and sales of  securities,  futures  or  options  on futures on an
exchange (including a board of trade), and options on securities may be effected
through  securities  brokers  or  futures  commission  merchants  that  charge a
commission  for  their  services.  The Fund has no  obligation  to deal with any
broker  or  group  of  brokers  in  the  execution  of  transactions.  The  Fund
contemplates that, consistent with the policy of obtaining the best net results,
the  Fund  may use  Prudential  Securities  and  its  affiliates  for  brokerage
transactions. In order for Prudential Securities or its affiliates to effect any
such  transaction  for the Fund,  the  commissions,  fees or other  remuneration
received by Prudential  Securities or its affiliates must be reasonable and fair
compared to the commissions, fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities, futures or
options on futures  being  purchased or sold on an exchange  during a comparable
period of time. The Fund's Board of Directors has adopted procedures designed to
ensure that all brokerage  commissions,  fees or other remuneration paid to such
firm or its affiliates are reasonable and fair.



                                      B-22
<PAGE>

    Investment  decisions for the Fund and for other investment accounts managed
by the Subadviser are made independently of each other in the light of differing
considerations for the various accounts.  However,  the same investment decision
may  occasionally  be made  for  two or  more  such  accounts.  In  such  cases,
simultaneous  transactions are inevitable.  Purchases or sales are then averaged
as to price and allocated to accounts according to a formula deemed equitable to
each account.  While in some cases this practice could have a detrimental effect
upon the  price or value of the  security  as far as the Fund is  concerned,  in
other cases it is believed to be beneficial to the Fund.

    The  Fund's  brokerage   transactions   involving  securities  of  companies
headquartered  in  countries  other than the  United  States  will be  conducted
primarily  on the markets and  principal  exchanges of such  countries.  Foreign
markets are generally  not as developed as those  located in the United  States,
which may  result in  higher  transaction  costs,  delayed  settlement  and less
liquidity  for trades  effected  in  foreign  markets.  Transactions  on foreign
exchanges are usually  subject to fixed  commissions  that  generally are higher
than  negotiated  commissions  on U.S.  transactions.  There is  generally  less
government  supervision  and  regulation  of  exchanges  and  brokers in foreign
countries than in the United States.

    In accordance with Section 11(a) under 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 from transactions effected
for  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 any  affiliate) by
applicable law.

   
    The table presented below shows certain information regarding the payment of
commissions  by the  Fund,  including  the  amount of such  commissions  paid to
Prudential Securities for the three-year period ended September 30, 1996.

                                                Fiscal year ended September 30,
                                                  1996       1995       1994
                                                --------   --------   --------
Total brokerage  commissions paid by the Fund . $140,846   $258,076   $284,986
Total brokerage commissions paid to
   Prudential Securities ......................     -      $  3,000   $  2,400
Percentage of  total  brokerage  commissions
   paid to  Prudential  Securities ............     -          1.2%       0.8%
  

    The Fund effected no  transactions  that involved the payment of commissions
through Prudential Securities during the fiscal year ended September 30, 1996.
    

                     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  "Shareholders
Guide-How to Buy Shares of the Fund" in the Prospectus.

   
    

Specimen Price Make-up

   
    Under  the  current  distribution  arrangements  between  the  Fund  and the
Distributor,  Class A shares are sold at 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 September 30, 1996, the maximum offering
price of the Fund's shares was as follows:
    


                                      B-23
<PAGE>
 
   
   Class A
   Net asset value and redemption price per share .....................  $15.03
                                                                         ======
   Maximum Sales Charge (5% of offering price) ........................     .79
                                                                         ------
   Offering price to public ...........................................  $15.82
                                                                         ======
    

   Class B
   Net asset value, offering price, and redemption price per 
       Class B share* .................................................  $15.03
                                                                         ======

   Class C
   Net asset value, offering price, and redemption price per 
       Class C share* .................................................  $15.03
                                                                         ======

   
   Class Z
   Net asset value, offering price, and redemption price per 
       Class Z share** ................................................  $15.03
                                                                         ======

   ----------
   *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  of  the  Fund  were  not offered prior to the date of this
    prospectus.
    
 
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; 
    (c) the individual's and spouse's Individual  Retirement Account (IRA);
    (d) any company controlled by the individual (a person, entity or group that
holds 25% or more of the outstanding  voting securities of a corporation will be
deemed  to  control  the  corporation,  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 an
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  charges.  All shares must be held either  directly
through  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 "How the Fund Values Its Shares" 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-24
<PAGE>


   
    Letters of Intent. Reduced sales charges are also 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 (Investment Letter of Intent).  Retirement and group plans may also
qualify to purchase  Class A shares at net asset value by entering into a Letter
of Intent  whereby  they  agree to enroll,  within a  thirteen-month  period,  a
specified number of eligible  employees or participants  (Participant  Letter of
Intent).

    For  purposes  of the  Investment  Letter 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)  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  through the
Transfer Agent or through Prudential Securities.

    A Letter of Intent, in the case of an Investment 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  and,  in the case of a  Participant
Letter of Intent, to establish  minimum  eligible  employee or participant goals
over a  thirteen-month  period.  Each investment made during the period,  in the
case of an  Investment  Letter of Intent,  will receive the reduced sales charge
applicable  to the  amount  represented  by the  goal,  as if it  were a  single
investment.  In the case of a Participant Letter of Intent, each investment made
during  the  period  will be made at net asset  value.  Escrowed  Class A shares
totaling  5% of the dollar  amount of the  Letter of Intent  will be held by the
Transfer  Agent in  escrow 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 an
Investment  Letter of Intent  (except in the case of retirement and group plans)
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.

    The Investment  Letter of Intent does not obligate the investor to purchase,
nor the Fund to sell, the indicated amount. Similarly, the Participant Letter of
Intent does not obligate the  retirement  or group plan to enroll the  indicated
number of eligible employees or participants.  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.  Investors
electing to purchase  Class A shares of the Fund  pursuant to a Letter of Intent
should carefully read such Letter of Intent.

    PSI must be notified at the time of purchase  that the  investor is entitled
to receive a reduced sales charge. The reduced sales charge will, in the case of
an  Investment  Letter of Intent,  be granted  subject  to  confirmation  of the
investor's holdings,  or in the case of a Participant Letter of Intent,  subject
to  confirmation  of the number of eligible  employees  or  participants  in the
retirement  or group plan.  Letters of Intent are not  available  to  individual
participants in any retirement or group plans.
    

Waiver of the Contingent Deferred Sales Charge-Class B Shares

    The Contingent Deferred Sales Charge is waived under circumstances 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.

(Left column)

Category of Waiver
Death


Disability-An  individual  will  be considered  disabled if he
or she is unable to engage in any substantial gainful activity
by  reason of  any  medically determinable  physical or mental
impairment  which can be  expected to result in death or to be
of long-continued and indefinite  duration.

Distribution from an IRA or 403(b) Custodial Account



Distribution from Retirement Plan

Excess Contributions

(Right column) 
Required Documentation
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.

A copy of the Social  Security  Administration  award  letter or
a letter from a physician on the physician's  letterhead stating
that the shareholder (or, in the  case of a trust, the  grantor)
is permanently disabled.  The letter must also indicate the date
of  disability.

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.

A letter  signed  by the plan administrator/trustee  indicating
the reason for the distribution.

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.



                                      B-25
<PAGE>


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

    Quantity Discount-Class B Shares Purchased prior to August 1, 1994

    The CDSC is reduced on  redemptions  of Class B shares of the Fund purchased
prior to August 1, 1994 if  immediately  after a purchase  of such  shares,  the
aggregate  cost of all  Class B  shares  of the  Fund  owned  by you in a single
account exceeded  $500,000.  For example,  if you purchased  $100,000 of Class B
shares of the Fund and the following  year  purchase an  additional  $450,000 of
Class B shares with the result that the aggregate cost of your Class B shares of
the Fund following the second purchase was $550,000, the quantity discount would
be available for the second  purchase of $450,000 but not for the first purchase
of  $100,000.  The  quantity  discount  will be imposed at the  following  rates
depending on whether the aggregate value exceeded $500,000 or $1 million:

                                              Contingent Deferred Sales Charge
                                            as a Percentage of Dollars Invest
                                                 or Redemption Proceeds
         Year Since Purchase               ----------------------------------
           Payment Made                  $500,001 to $1 million  Over $1 million
         ----------------------          ----------------------  ---------------
         First .............................       3.0%                2.0%
         Second ............................       2.0%                1.0%
         Third .............................       1.0%                  0%
         Fourth and thereafter .............         0%                  0%

    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 the  reduced  CDSC.  The  reduced  CDSC will be granted  subject to
confirmation of your holdings.

                         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 its
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 the net asset value on
the record date.  An investor 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.  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.

    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  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 of the Fund or Class A or Class C shares
of certain other Prudential Mutual Funds may use the Exchange  Privilege only to
acquire  Class A shares of the  Prudential  Mutual  Funds  participating  in the
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)



                                      B-26
<PAGE>


   
        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, Inc.
        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 shares of certain other Prudential Mutual Funds and shares of
Prudential Special Money Market Fund, Inc., a money market fund. No CDSC will 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 the initial purchase, rather than the date of the exchange.
    

    Class B and Class C shares of the Fund may also be  exchanged  for shares of
Prudential  Special 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 seven 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 of other funds, respectively, without being subject to
any CDSC.

    Class Z.  Class Z  shares  may be  exchanged  for  Class Z  shares  of other
Prudential Mutual Funds.

   
    Additional details about the Exchange Privilege and prospectuses for each of
the  Prudential  Mutual  Funds are  available  from the Transfer  Agent,  PSI or
Prusec. The Exchange Privilege is not a right and may be modified,  suspended or
terminated upon 60 day's notice to shareholders.
    

    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 than 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 
 

    Period of
    Monthly investments:            $100,000    $150,000   $200,000    $250,000
    --------------------            --------    --------   --------    --------
    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"

_______

    1Some  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-27
<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  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. Stock certificates
are not issued to ASAP participants.

    Further  information  about these  programs and an  application  form can be
obtained from the Fund's Transfer Agent, Prudential Securities or Prusec.

    Systematic Withdrawal Plan

    A systematic withdrawal plan is available to shareholders through Prudential
Securities  or the Transfer  Agent.  The 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
automaticially  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" above.

    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 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  generally  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 if used in connection with a
retirement plan.

    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 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.

    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 comparsion of the
earnings in a personal  savings account with those in an IRA,  assuming a $2,000
annual contribution, an 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.


                                      B-28
<PAGE>



                       Tax-Deferred Compounding1

                    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 marketed 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. The Fund 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 a program. Since the allocation of portfolios included in the program may not
be appropriate  for all  investors,  investors  should consult their  Prudential
Securities  Financial  Advisor  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

    Under the 1940 Act, the Board of Directors  of the Fund is  responsible  for
determining  in good faith the fair value of securities  and other assets of the
Fund. In accordance with procedures adopted by the Board of Directors, the value
of the Fund's portfolio will be determined as described below.

    Net asset value per share will be  determined  daily as of 4:15 p.m. on each
day the New York Stock Exchange (NYSE) is open for trading by dividing the value
of the net assets of the Fund by the total number of common shares  outstanding.
Net asset  value is  calculated  separately  for each  class.  For  purposes  of
determining  the net asset  value per share,  the value of the Fund's net assets
shall be  deemed  to  equal  the  value of the  Fund's  assets  less the  Fund's
liabilities  (including the outstanding principal amount of borrowings,  if any,
and the unpaid  interest on  borrowings,  if any). The Fund will compute its net
asset value on each day the NYSE is open for trading  except on days on which no
orders to  purchase,  sell or redeem Fund  shares have been  received or days on
which changes in the value of the Fund's portfolio  securities do not affect net
asset value.  In the event the NYSE 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.

    In valuing the Fund's  assets,  any security for which the primary market is
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. The value of each U.S. Government security and corporate debt security
for which quotations are available will be based on the valuation provided by an
independent pricing service.  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  OTC  market,  including  listed
securities for which the primary market is believed to be OTC, will be valued at
the  average of the  quoted  bid and asked  prices  provided  by an  independent
pricing  service or by  principal  market  makers.  Exchange-traded  options are
valued  at their  last  sale  price as of the close of  options  trading  on the
applicable exchange. If there is no sale on the applicable options exchange on a
given day,  options are 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. 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.  Forward currency contracts will be valued at the current
cost of covering or  offsetting  the contract.  Securities  and assets for which
market quotations are not readily  available  (including OTC options) are valued
at fair value as determined in good faith by or under the direction of the Board
of  Directors  of the Fund,  which  determination  shall be based in part on the
valuation of other securities for which market quotations are available that are
considered to be comparable in quality, interest rate and maturity.

    Quotations of foreign  securities in a foreign currency will be converted to
U.S.  dollar  equivalents  at the closing  rates of exchange.  Foreign  currency
exchange  rates  are  generally  determined  prior  to the  close  of the  NYSE.
Occasionally, events affecting


                                      B-29
<PAGE>



the value of foreign  securities  and such exchange rates occur between the time
at which they are determined and the close of the NYSE, which events will not be
reflected in a computation of the Fund's net asset value.  If events  materially
affecting the value of such securities or currency  exchange rates were to occur
during such time period,  the securities  would be valued at their fair value as
determined in good faith by or under the direction of the Board of Directors.

    Short-term  investments  that  mature  in less  than 60 days are  valued  at
amortized  cost if their term to maturity from date of purchase was less than 60
days or by  amortizing  their  value on the 61st day prior to  maturity if their
term to  maturity  from date of  acquisition  by the Fund was more than 60 days,
unless this is determined by the Board of Directors not to represent fair value.
Repurchase agreements will be valued at cost plus accrued interest.

   
    The net asset  value of Class B and Class C shares will  generally  be lower
than  the  net  asset  value  of  Class  A  shares  as a  result  of the  larger
distribution-related  fee to which Class B and Class C shares are  subject.  The
net asset  value of Class A shares  will  generally  be lower than the net asset
value of Class Z shares  as a result  of the  service  fee to which  the Class A
shares are subject. It is expected,  however, that the net asset value per share
of each class will tend to converge immediately after the recording of dividends
(if any) which will differ by  approximately  the amount of the  distribution or
service fee expense accrual differential among the classes.
    

                                      TAXES

   
    General.  The  Fund is  qualified  and  intends  to  remain  qualified  as a
regulated  investment  company (RIC) under the Internal  Revenue Code. As a RIC,
the  Fund  will  not be  subject  to  federal  income  tax on  that  part of its
investment company taxable income (consisting generally of interest and dividend
income,  net short-term capital gain and net realized gains from certain foreign
currency transactions) and net capital gain (the excess of net long-term capital
gain over net short-term  capital loss) that it distributes to its  shareholders
if at least 90% of its  investment  company  taxable income for the taxable year
(determined  without regard to the deduction for dividends  paid) is distributed
(Distribution  Requirement).  To qualify for  treatment as a RIC, the Fund must,
among other  things,  (1) derive at least 90% of its gross  income each  taxable
year from  dividends,  interest,  payments with respect to securities  loans and
gains from the sale or other disposition of securities or foreign currencies, or
other  income  (including  gains from  options,  futures  or forward  contracts)
derived from its business of investing in securities or such currencies  (Income
Requirement);  (2) derive less than 30% of its gross  income each  taxable  year
from the sale or other  disposition  of any of the following  that were held for
less than three  months -  securities,  options,  futures  or forward  contracts
(other than those on foreign  currencies),  or foreign  currencies  (or options,
futures or  forward  contracts  thereon)  that are not  directly  related to the
Fund's  principal  business of investing in  securities  (or options and futures
with respect to  securities);  (3) diversify its holdings so that, at the end of
each  quarter of its  taxable  year,  (A) at least 50% of the value of its total
assets  is  represented  by cash and cash  items,  U.S.  Government  securities,
securities  of other  RICs and  other  securities,  with such  other  securities
limited,  in respect of any one issuer,  to an amount not greater than 5% of the
Fund's  total  assets  and to not  more  than  10%  of  the  outstanding  voting
securities  of such issuer,  and (B) not more than 25% of the value of its total
assets is invested in the securities (other than U.S.  Government  securities or
the  securities  of other RICs) of any one  issuer;  and (4)  distribute  to its
shareholders at least 90% of its net investment  income and net short-term gains
(i.e.,  the excess of net  short-term  capital gains over net long-term  capital
losses) in each year.
    

    Distribution  Requirements.  The Fund will be subject to a nondeductible  4%
excise  tax to the  extent it fails to  distribute  during  each  calendar  year
substantially  all of its  ordinary  income for that year  (except  for  certain
foreign  currency  gains or losses from  transactions  after  October 31 of that
year, which are treated for these purposes as arising in the following year) and
capital gain net income for the twelve-month period ending on October 31 of that
year,  plus certain other  amounts.  The Fund intends to make  distributions  in
accordance with this requirement.  In general,  for these purposes dividends and
other  distributions will be treated as paid when actually  distributed,  except
that  distributions  declared  in  October,  November  or  December of any year,
payable to  shareholders  of record on a specified date in such a month and paid
in January of the following year will be treated as having been paid by the Fund
(and received by the shareholders) on December 31 of the year in which they were
declared.

    Original Issue Discount.  The Fund may purchase debt securities  issued with
original issue discount.  Original issue discount that accrues in a taxable year
will be treated as income  earned by the Fund and  therefore  will be subject to
the  distribution  requirements  described  above.  Because the  original  issue
discount  earned by the Fund in a taxable  year may not be  represented  by cash
income,  the Fund may have to dispose of other  securities  and use the proceeds
thereof to make  distributions in amounts  necessary to satisfy the Distribution
Requirement.   The  Fund  may  realize   capital   gains  or  losses  from  such
dispositions,  which would  increase or decrease the Fund's  investment  company
taxable  income  and/or net capital  gain.  In  addition,  any such gains may be
realized  on the  disposition  of  securities  held for less than three  months.
Because of the 30% Limitation, any such gains would reduce the Fund's ability to
sell other  securities (and certain  options,  futures,  foreign  currencies and
forward contracts) held for less than three months that it might wish to sell in
the ordinary course of its portfolio management.

    Passive Foreign Investment Companies. A "passive foreign investment company"
(PFIC) is a foreign corporation that, in general,  meets either of the following
tests:  (a) at least 75% of its gross  income is passive or (b) an average of at
least 50% of its assets  produce,  or are held for the  production  of,  passive
income.  If the Fund  acquires  and holds  stock in a PFIC beyond the end of


                                      B-30
<PAGE>



the year of its acquisition, the Fund will be subject to federal income tax on a
portion of any "excess  distribution"  received on the stock or of any gain from
disposition of the stock  (collectively,  PFIC income),  plus interest  thereon,
even if the Fund  distributes  the PFIC  income  as a  taxable  dividend  to its
shareholders.  The  balance of the PFIC  income  will be  included in the Fund's
investment company taxable income and, accordingly, will not be taxable to it to
the extent that income is distributed to its shareholders. If the Fund elects to
treat any PFIC in which it invests as a "qualified  electing fund," then in lieu
of the  foregoing  tax and  interest  obligation,  the Fund will be  required to
include in income each year its pro rata share of the qualified  electing fund's
annual ordinary  earnings and net capital gain, even if they are not distributed
to the Fund;  those  amounts would be subject to the  distribution  requirements
described  above.  It may be very  difficult,  if not  impossible,  to make this
election because of certain requirements thereof.

    Hedging  Transactions.  The use of hedging  strategies,  such as writing and
purchasing  options and futures  contracts and entering into forward  contracts,
involves complex rules that will determine for income tax purposes the character
and timing of  recognition  of certain  gains and  losses the Fund  realizes  in
connection  therewith.  Income from foreign  currencies  (except  certain  gains
therefrom  that  may  be  excluded  by  future  regulations),  and  income  from
transactions in options,  futures and forward contracts derived by the Fund with
respect to its business of investing in securities or foreign  currencies,  will
qualify as permissible income under the Income Requirement. However, income from
the  disposition of options and futures  contracts  (other than those on foreign
currencies) will be subject to the 30% Limitation if they are held for less than
three months.  Income from the disposition of foreign  currencies,  and options,
futures and  forward  contracts  on foreign  currencies,  that are not  directly
related to the Fund's principal  business of investing in securities (or options
and  futures  with  respect  to  securities)  also  will be  subject  to the 30%
Limitation if they are held for less than three months.

    The 30%  Limitation  and the asset  diversification  requirements  described
above  may  limit  the  extent  to which  the  Fund  will be able to  engage  in
transactions in options,  futures and forward  contracts.  If the Fund satisfies
certain  requirements,  then  for  purposes  of  determining  whether  the  Fund
satisfies the 30%  Limitation,  any increase in value of a position that is part
of a  "designated  hedge"  will be  offset  by any  decrease  in value  (whether
realized or not) of the  offsetting  hedging  position  during the period of the
hedge;  thus,  only the net gain,  if any,  from the  designated  hedge  will be
included in gross income for purposes of that limitation.

    Distributions. A portion of the dividends from the Fund's investment company
taxable income may qualify for the deduction for dividends received allowable to
corporations.  The  eligible  portion  may not  exceed the  aggregate  dividends
received by the Fund from U.S.  corporations.  However,  dividends received by a
corporate  shareholder  and  deducted by it  pursuant to the  dividends-received
deduction are subject indirectly to the alternative  minimum tax.  Distributions
of net capital  gain,  if any,  will not be eligible for the  dividends-received
deduction.

    If the net asset value of Fund shares is reduced below a shareholder's  cost
as a result of a distribution by the Fund, the distribution nevertheless will be
taxable.  Investors should be careful to consider the tax implications of buying
Fund shares just prior to a distribution.  Those purchasing  shares at that time
will receive a distribution that nevertheless will be taxable to them.

    A  redemption  of Fund  shares  may  result in  taxable  gain or loss to the
redeeming shareholder,  depending on whether the redemption proceeds are more or
less than the  shareholder's  adjusted  basis  for the  redeemed  shares  (which
normally  includes any sales charge paid). An exchange of Fund shares for shares
of  any  other   Prudential   Mutual  Fund   generally  will  have  similar  tax
consequences.  See "Shareholder  Investment  Account-Exchange  Privilege" above.
Special rules apply,  however,  when a  shareholder  (1) disposes of Fund shares
through a redemption or exchange  within 90 days after purchase  thereof and (2)
subsequently  acquires shares of the Fund or any other Prudential Mutual Fund on
which a sales charge  normally is imposed (load fund)  without  paying any sales
charge  because of the  exchange  privilege  or the  repurchase  privilege  (see
"Shareholder  Guide"  in the  Prospectus).  In  these  cases,  any  gain  on the
disposition  of the  original  fund shares will be  increased,  or loss  thereon
decreased,  by the  amount  of the sales  charge  paid when  those  shares  were
acquired;  and that amount will  increase  the  adjusted  basis of the load fund
shares subsequently  acquired.  In addition, if Fund shares are purchased within
30  days  before  or  after  redeeming  Fund  shares  (whether  pursuant  to the
repurchase  privilege  or  otherwise),  all  or a  portion  of any  loss  on the
redemption  will not be  deductible  and instead will  increase the basis of the
newly purchased shares.

    Foreign  Currency  Gains  and  Losses.   Gains  or  losses  attributable  to
fluctuations  in exchange  rates that 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 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  income or loss. This income or loss,
referred to as "section 988" gain or loss,  increases or decreases the amount of
the Fund's investment  company taxable income available to be distributed to its
shareholders  rather than increasing or decreasing the amount of its net capital
gain. If section 988 losses exceed other  investment  company taxable income and
net capital gain during a taxable  year,  the Fund would not be able to make any
taxable  distributions  for that year,  or  distributions  made during that year
before the losses


                                      B-31
<PAGE>



were realized would be  recharacterized  as a return of capital to shareholders,
rather than as taxable  distributions,  reducing each shareholder's basis in his
or her shares.

   
    Foreign  Taxes.  Dividends  and interest  received,  and gains in respect of
foreign securities realized,  by the Fund may be subject to income,  withholding
or other taxes  imposed by foreign  countries  and U.S.  possessions  that would
reduce the yield on the  Fund's  securities.  Tax  conventions  between  certain
countries  and the United States may reduce or eliminate  these  foreign  taxes,
however,  and many foreign  countries  do not impose  taxes on capital  gains in
respect of  investments by foreign  investors.  If more than 50% of the value of
the Fund's total assets at the close of its taxable year  consists of securities
of foreign corporations,  it will be eligible to, and may, file an election with
the Internal Revenue Service that would enable Fund shareholders,  in effect, to
receive the benefit of the  foreign tax credit with  respect to certain  foreign
and U.S.  possessions income taxes that may be paid by the Fund. Pursuant to the
election, the Fund would treat those taxes as dividends paid to its shareholders
and each shareholder would be required to (1) include in gross income, and treat
as paid by him, his  proportionate  share of those taxes, (2) treat his share of
those taxes and of any  dividend  paid by the Fund that  represents  income from
foreign or U.S. possessions sources as his own income from those sources and (3)
either deduct the taxes deemed paid by him in computing  his taxable  income or,
alternatively,  use the foregoing  information  in  calculating  the foreign tax
credit against his federal income tax. If the Fund makes this election,  it will
report to its  shareholders  shortly  after each taxable  year their  respective
shares of the Fund's  income from  sources  within,  and taxes paid to,  foreign
countries  and  U.S.  possessions.  The Fund was not  eligible  to make  such an
election with respect to its fiscal year ended  September 30, 1996,  because the
percentage of its assets invested in securities of U.S.  issuers exceeded 50% at
the end of that period.
    

Other Taxation

    The  foregoing  is only a summary  of some,  but not all,  of the  important
federal tax considerations generally affecting the Fund and its shareholders. In
addition to the federal tax  considerations  described above, there may be other
federal,  state,  local or foreign tax  considerations  applicable to particular
investors.  Prospective  investors  are  therefore  advised to consult their own
taxadvisers with respect to the tax consequences to them of an investment in the
Fund.

                             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, Class C and Class Z shares.  Because  the Fund
commenced offering Class Z shares on November 29, 1996, performance  information
for those shares is not shown. See "How the Fund Calculates  Performance" in the
Prospectus.
    

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

                                P (1 + T)n = 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  1, 5 or 10 year
               periods (or fractional portion thereof) of a hypothetical  $1,000
               investment  made at the beginning of the 1, 5 or 10 year periods.

    Average  annual total return  takes into account any  applicable  initial or
contingent  deferred sales charges but 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-year,
five-year and since inception periods ended September 30, 1996 was 3.22%, 10.02%
and 10.88%, respectively. The average annual total return for the Class B shares
for the one-year, five-year and since inception periods ended September 30, 1996
was 2.90%, 10.17% and 10.57%, respectively.  The average annual total return for
Class C shares for the one year and since inception  periods ended September 30,
1996 was 6.90% and 9.06%, respectively.
    

    Aggregate  Total Return.  The Fund may also  advertise  its aggregate  total
return.  Aggregate total return is determined separately for Class A and Class B
shares. See "How the Fund Calculates Peformance" in the Prospectus.

    Aggregate total return  represents the cumulative  change in the value of an
investment in the Fund and is computed by the following formula:
  
                                    ERV - P
                                   ---------
                                       P

Where:  P = a hypothetical initial payment of $1000.
        ERV = Ending  Redeemable  Value  at  the  end  of  the  1, 5, or 10 year
              periods (or fractional portion  thereof) of a  hypothetical  $1000
              investment  made at the beginning of the 1, 5 or 10 year periods.


                                      B-32
<PAGE>



    Aggregate  total  return  does not take into  account  any  federal or state
income taxes that may be payable upon  redemption or any  applicable  initial or
contingent deferred sales charges.

   
    The aggregate  total return for Class A shares for the  one-year,  five-year
and since  inception  periods ended on September 30, 1996 was 8.65%,  69.73% and
111.18%, respectively. The aggregate total return for the Class B shares for the
one-year,  five-year and since  inception  periods ended  September 30, 1996 was
7.90%, 63.30% and 75.44%,  respectively.  The aggregate total return for Class C
shares for the one year and since inception periods ended September 30, 1996 was
7.90% and 20.65%, respectively.
    

    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. This 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
                       IELD = 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 period ended  September  30,  1996,  were
3.28%,  2.72% and 2.72% for Class A shares,  Class B shares  and Class C shares,
respectively.
    

    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)





                                  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-33

<PAGE>


                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.

   
    Prudential Mutual Fund Services,  Inc. ("PMFS"),  Raritan Plaza One, Edison,
New Jersey 08837,  serves as the transfer and dividend  disbursing  agent of the
Fund. It is a wholly-owned  subsidiary of the Manager.  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, payment of dividends and distributions, and related
functions.  For these  services,  PMFS  receives  an annual fee per  shareholder
account of $10, a new account set-up fee of $2.00 for each  manually-established
account and a monthly  inactive  zero  balance  account fee of $.20 per 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.  For the fiscal year ended  September  30, 1996,  the Fund incurred
fees of approximately $458,900 for the services of PMFS.
    

    Deloitte & Touche LLP, Two World Financial Center,  New York, New York 10281
serves as the Fund's  independent  accountants  and in that capacity  audits the
Fund's annual financial statements.

   
    Kirkpatrick & Lockhart LLP, 1800  Massachusetts  Avenue,  N.W.,  Washington,
D.C.  20036,  serves as counsel to the Fund (except with respect to the opinions
of  counsel  referred  to  in  "Taxes,   Dividends  and  Distributions"  in  the
Prospectus).
    





                                      B-34




<PAGE>
Portfolio of Investments as of     GLOBAL UTILITY FUND, INC.
September 30, 1996
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                     US$ Value
Shares      Description                              (Note 1)   
<C>         <S>                                    <C>          
- ------------------------------------------------------------
Electric Utilities--25.2%
  528,000   China Light & Power Co., Ltd. (Hong
              Kong)                                $   2,458,005
  175,000   CMS Energy Corp.                           5,271,875
  200,000   DPL, Inc.                                  4,675,000
  187,500   DQE, Inc.                                  5,226,562
  100,000   DTE Energy Co.                             2,800,000
  100,000   Empresa Nacional de Electricidad
              S.A.
              (ADR) (Spain)                            5,937,500
  190,000   Espoon Sahko
              (ADS) (Finland)                          4,075,558
  150,000   Huaneng Power International, Inc.*
              (ADR) (China)                            2,493,750
  600,000   Iberdrola S.A. (Spain)                     5,816,851
   75,000   Korea Electric Power Corp.
              (ADR) (Korea)                            1,415,625
  220,000   Pacific Gas & Electric Co.                 4,785,000
  100,000   Pinnacle West Capital Corp.                2,962,500
  140,000   Public Service Co. of Colorado             4,970,000
   80,000   RWE A.G. (Germany)                         3,020,055
1,300,000   ScottishPower PLC (United Kingdom)         6,207,409
  280,000   Shandong Huaneng Power
              Co. Ltd. (ADR) (China)                   2,520,000
  100,000   Texas Utilities Co.                        3,962,500
  140,000   VEBA A.G. (Germany)                        7,331,236
                                                   -------------
                                                      75,929,426
- ------------------------------------------------------------
Gas Utilities--8.9%
  618,705   Australian Gas Light Co. (Australia)       3,331,375
  100,000   Burlington Resources, Inc.                 4,437,500
  120,000   Equitable Resources, Inc.                  3,420,000
   60,000   Sonat, Inc.                                2,655,000
  330,000   TransCanada Pipelines Ltd. (Canada)        5,293,664
  470,000   Westcoast Energy, Inc. (Canada)        $   7,556,714
                                                   -------------
                                                      26,694,253
Telecommunications--33.2%
  106,300   AirTouch Communications, Inc.*             2,936,538
  175,000   AT&T Corp.                                 9,143,750
  150,000   BCE, Inc. (Canada)                         6,412,500
  153,200   BC Telecom, Inc. (Canada)                  3,064,900
  100,000   Comsat Corp.                               2,262,500
   43,000   Empresas Telex-Chile S.A.(ADR)
              (Chile)                                    258,000
   50,000   GTE Corp.                                  1,925,000
  210,000   MCI Communications Corp.                   5,368,125
      369   Nippon Telegraph & Telephone Corp.
              (Japan)                                  2,716,036
  125,000   NYNEX Corp.                                5,437,500
  100,000   Hellenic Telecom, Inc.* (Greece)           1,682,573
  106,300   Pacific Telesis Group                      3,574,338
   87,600   Portugal Telecom S.A.
              (ADS) (Portugal)                         2,255,700
  120,000   Royal PTT Nederland NV (Netherlands)       4,129,228
  180,000   SBC Communications Inc.                    8,662,500
   70,000   Sprint Corp.                               2,721,250
2,300,000   STET-Societa Finanziaria Telefonica
              P.A. (Italy)                             6,217,358
  165,500   Tele Danmark (ADR) (Denmark)               3,909,937
   20,000   Telecom Corp. of New Zealand Ltd.
              (ADR) (New Zealand)                      1,515,000
  900,000   Telecom Italia S.P.A. (Italy)              1,998,858
  900,000   Telecom Italia Mobile (Italy)              1,995,906
   40,000   Telefonica de Argentina S.A.
              (ADR) (Argentina)                          995,000
  150,000   Telefonica de Espana S.A.
              (ADR) (Spain)                            8,343,750
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.
</TABLE>
                                      B-35


<PAGE>

Portfolio of Investments as of      GLOBAL UTILITY FUND, INC.
September 30, 1996
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                               US$ Value                    
Shares       Description        (Note 1)
<C>          <S>                         <C>          
- ------------------------------------------------------
Telecommunications (cont'd)
  120,000   Telefonos de Mexico S.A. (ADR-Class
              L Shares) (Mexico)                   $   3,855,000
  200,000   U.S. West Communications Group             5,950,000
   75,000   Vodafone Group PLC
              (ADR) (United Kingdom)                   2,559,375
                                                   -------------
                                                      99,890,622
- ------------------------------------------------------------
Water Utilities & Other--4.9%
   30,968   Alcatel Alsthom (France)                   2,612,258
  167,800   American Water Works Co., Inc.             3,628,675
  400,000   Anglian Water PLC (United Kingdom)         3,360,425
   25,600   Lucent Technologies, Inc.                  1,174,400
    6,300   Technip S.A. (France)                        575,844
  200,000   U.S. West Media Group*                     3,375,000
                                                   -------------
                                                      14,726,602
            Total common stocks
              (cost $176,304,563)                    217,240,903
                                                   -------------
    ------------------------------------------------------------
PREFERRED STOCKS--1.8%
            Philippine Long Distance Telephone
              Co., (The Philippines)
   43,700   $3.50 Conv. Ser. III (GDS)                 2,540,063
   80,000   5.75% Conv. Ser. II (GDS)                  2,920,000
                                                   -------------
            Total preferred stocks (cost
              $4,185,000)                              5,460,063
                                                   -------------
- ------------------------------------------------------------

<CAPTION>
Moody's       Principal
Rating        Amount
(Unaudited)   (000)
<S>           <C>          <C>                        <C>
DEBT OBLIGATIONS--23.0%
CORPORATE BONDS--21.3%
- ------------------------------------------------------------
Electrical Utilities--12.8%
A1            $   1,500    Alabama Power Co.,
                             6.375%, 8/1/99               1,491,450
Baa2              1,000D   CSW Investments,
                             7.45%, 8/1/06
                             (United Kingdom)               994,400
Aa2               1,750    Central Illinois Light
                             Co.,
                             8.20%, 1/15/22               1,798,755
</TABLE>

<TABLE>
<CAPTION>

Moody's         Principal
Rating          Amount                                    US$ Value
(Unaudited)     (000)         Description                 (Note 1)
<S>           <C>          <C>                        <C>
Baa1          $   1,000D   Chilgener S.A.,
                             6.50%, 1/15/06 (Chile)   $     933,510
Aaa               2,000D   Chubu Electric Power Co.
                             Inc., (Japan)
                             6.25%, 8/5/03
                             (Eurobonds)                  1,935,000
A3                1,500    Cincinnati Gas & Elec.
                             Co.,
                             5.80%, 2/15/99               1,475,445
A1                1,000    Consolidated Edison Co., Inc.,
                           7.625%, 3/1/04                 1,024,780
Aa2               2,000    Duke Power Co.,
                             5.875%, 6/1/01               1,903,360
Ba3               1,000    El Paso Electric Co.,
                             8.25%, 2/1/03, Ser. C          990,000
Baa1              1,000D   Empresa Electrica
                             Pehuenche S.A.,
                             7.30%, 5/1/03 (Chile)          996,920
Baa1              1,000D   Empresa Electrica del
                             Norte Grande S.A.,
                             7.75%, 3/15/06 (Chile)         994,840
Aa3                 500    Florida Power & Light
                             Co.,
                             6.00%, 7/1/03                  472,850
A2                1,000    GTE Florida, Inc.,
                             7.25%, 10/15/25                929,210
A2                1,000D   Hydro-Quebec
                             7.50%, 4/1/16 (Canada)         971,350
A2                1,000    Iowa-Illinois Gas & Elec. Co.,
                           6.95%, 10/15/25                  893,650
Baa2              1,000    Louisiana Power & Light
                             Co.,
                             6.00%, 3/1/00                  967,570
A1                1,500    Monongahela Power Co.,
                             7.375%, 7/1/02               1,514,925
A1                1,000    Northern States Power
                             Co.,
                             5.75%, 12/1/00                 957,410
A2                1,000    Pacificorp.,
                             8.75%, 2/12/98               1,032,850
Baa1              2,000    Philadelphia Electric
                             Co.,
                             7.50%, 1/15/99               2,036,580
A1                2,000    Potomac Edison Co.,
                             8.875%, 8/1/21               2,123,220
Aa2               2,000    Southwestern Elec. Power Co.,
                           5.25%, 4/1/00                  1,906,100
Aa2               1,000    Southwestern Public Serv. Co.,
                           7.25%, 7/15/04                   999,420
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                              

                                      B-36
<PAGE>
Portfolio of Investments as of      GLOBAL UTILITY FUND, INC.
September 30, 1996      
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Moody's       Principal                                     
Rating        Amount                              US$ Value 
(Unaudited)   (000)        Description             (Note 1) 
<S>           <C>          <C>                        <C>   
- ------------------------------------------------------------
Electrical Utilities (cont'd)
Baa3          $   1,000    System Energy Resources, Inc.,
                           7.71%, 8/1/01              $   1,008,090
Aa2               1,000    Tampa Electric Co.,
                             7.75%, 11/1/22                 966,520
Baa2              2,000    Texas Utilities Electric
                             Co.,
                             9.27%, 1/14/00               2,148,360
B1                1,000    Texas-New Mexico Power
                             Co.,
                             Deb.
                             10.75%, 9/15/03              1,052,500
Aa3               2,000D   Tokyo Electric Power
                             Co.,
                             6.125%, 7/29/03
                             (Eurobonds) (Japan)          1,935,000
A2                2,000    Virginia Electric & Power Co.,
                           6.625%, 4/1/03                 1,950,420
                                                      -------------
                                                         38,404,485
- ------------------------------------------------------------
Gas Distribution & Other Industries--3.5%
A2                2,000D   Alcan Aluminum Ltd.,
                             9.625%, 7/15/19
                             (Canada)                     2,229,280
Baa2              1,000    Enron Corp.,
                             7.00%, 8/15/23                 885,420
B1                1,000D   Metrogas S.A.,
                             10.875%, 5/15/01
                             Ser. B (Argentina)           1,020,000
A2                1,600    Michigan Con. Gas Co.,
                             8.25%, 5/1/14                1,688,416
                           Northern Illinois Gas
                             Co.,
Aa1                 500    5.875%, 5/1/00                   484,435
Aa1               1,000    7.26%, 10/15/25                  920,840
A2                2,000    Southern California Gas
                             Co.,
                             6.875%, 11/1/25              1,767,000
B1                1,500D   Transportadora de Gas
                             del Sur S.A.
                             (Argentina)
                             7.75%, 12/23/98              1,479,375
                                                      -------------
                                                         10,474,766
- ------------------------------------------------------------
Telecommunications, Media & Related Industries--5.0%
Ba2               1,500    360 Communications Co.,
                             7.50%, 3/1/06                1,458,105
Aaa           $   2,000D   BellSouth
                             Telecommunications,
                             6.125%, 9/23/08
                             (Eurobonds)              $   1,845,000
Aaa               2,000D   British Telecom Finance BV,
                           9.375%, 11/16/98
                             (Eurobonds) (United
                             Kingdom)                     2,117,500
B1                1,000    Comcast Corp.,
                             Sr. Sub. Notes,
                             9.125%, 10/15/06               995,000
NR                1,000D   Comtel Brasileira Ltda.,
                             10.75%, 9/26/04
                             (Brazil)                     1,023,750
A1                1,550    Pacific Bell, Inc.,
                             8.70%, 6/15/01               1,665,258
Ba2               1,000D   Philippine Long Distance
                             Telephone Co.,
                             9.25%, 6/30/06
                             (The Philippines)            1,021,800
Aa3               1,000    Southwestern Bell
                             Telephone Co.,
                             5.875%, 6/1/03                 932,880
Ba1               1,000    TCI Communications Inc.,
                             Sr. Deb.
                             9.25%, 1/15/23                 973,210
B1                1,500D   Telecom Argentina S.A.,
                             8.375%, 10/18/00,
                             (Argentina)                  1,462,500
Aa1            NZD1,000    Telecom Corp. New
                             Zealand Finance,
                             7.50%, 7/14/03
                             (Eurobonds) (New
                             Zealand)                       668,753
B1                1,000D   Telefonica de Argentina
                             S.A.,
                             11.875%, 11/1/04
                             (Argentina)                  1,065,000
                                                      -------------
                                                         15,228,756
                                                      -------------
                           Total corporate bonds
                             (cost $64,901,125)          64,108,007
                                                      -------------
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.
</TABLE>
 
                                      B-37
<PAGE>

Portfolio of Investments as of      GLOBAL UTILITY FUND, INC.
September 30, 1996
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Moody's       Principal                                      
Rating        Amount                              US$ Value  
(Unaudited)   (000)        Description             (Note 1)  
<S>           <C>          <C>                        <C>    
- -----------------------------------------------------------  
CONVERTIBLE BONDS--0.7%
Baa2          $     500D   Compania de Telefonos de
                             Chile S.A.,
                             4.50%, 1/15/03 (Chile)   $     610,625
Caa               1,500D   International Cabletel,
                             Inc.,
                             7.25%, 4/15/05
                             (Eurobonds)                  1,635,000
                                                      -------------
                           Total convertible bonds
                             (cost $2,000,000)            2,245,625
                                                      -------------
- ------------------------------------------------------------
U.S. GOVERNMENT SECURITIES--1.0%
                           United States Treasury
                             Notes,
                  2,000    6.125%, 7/31/00                1,981,560
                  1,000    7.50%, 11/15/01                1,043,280
                                                      -------------
                           Total U.S. Government
                             Securities
                             (cost $3,133,750)            3,024,840
                                                      -------------
                           Total debt obligations
                             (cost $70,034,875)          69,378,472
                                                      -------------
                           Total long-term
                             investments
                             (cost $250,524,438)        292,079,438
                                                      -------------
SHORT-TERM INVESTMENTS--1.8%
CORPORATE BOND--0.5%
              $   1,500D   Ericsson (L.M.)
                             Telephone Co.
                             7.875%, 10/21/96
                             (Eurobonds) (Sweden)     $   1,501,875
- ------------------------------------------------------------
REPURCHASE AGREEMENT--1.3%
                  3,716    Lanston (Aubrey) & Co.
                             Inc., 5.70%, dated
                             9/30/96, due 10/1/96
                             in the amount of
                             $3,716,588 (cost
                             $3,716,000; value of
                             collateral including
                             accrued
                             interest--$3,808,521)        3,716,000
                                                      -------------
                           Total short-term
                             investments
                             (cost $5,320,115)            5,217,875
                                                      -------------
- ------------------------------------------------------------
Total Investments--98.8%
                           (cost $255,844,553; Note
                             4)                         297,297,313
                           Other assets in excess
                             of liabilities--1.2%         3,720,830
                                                      -------------
                           Net Assets--100%           $ 301,018,143
                                                      -------------
                                                      -------------
</TABLE>

- ---------------
*--Non-income producing security.
D--US$ Denominated Bonds.
ADR--American Depository Receipts.
ADS--American Depository Shares.
GDS--Global Depository Shares.
The Fund's current Statement of Additional Information contains a description 
of Moody's ratings.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                              

                                      B-38
<PAGE>
Statement of Assets and Liabilities                   GLOBAL UTILITY FUND, INC.
- -------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                              <C>
Assets                                                                                                      September 30, 1996
Investments, at value (cost $255,844,553)..................................................................       $297,297,313
Foreign currency, at value (cost $136,056).................................................................            136,058
Cash.......................................................................................................             39,024
Receivable for investments sold............................................................................          3,260,923
Dividend and interest receivable...........................................................................          2,844,116
Receivable for Fund shares sold............................................................................             83,375
Deferred expenses and other assets.........................................................................              9,080
                                                                                                                 --------------
   Total assets............................................................................................        303,669,889
                                                                                                                 --------------
Liabilities
Payable for Fund shares reacquired.........................................................................          1,161,760
Payable for investments purchased..........................................................................            541,800
Accrued expenses...........................................................................................            504,560
Distribution fee payable...................................................................................            178,156
Management fee payable.....................................................................................            166,779
Withholding taxes payable..................................................................................             98,691
                                                                                                                 --------------
   Total liabilities.......................................................................................          2,651,746
                                                                                                                 --------------
Net Assets.................................................................................................       $301,018,143
                                                                                                                 --------------
                                                                                                                 --------------
Net assets were comprised of:
   Common stock, at par....................................................................................       $     20,028
   Paid-in capital in excess of par........................................................................        243,967,457
                                                                                                                 --------------
                                                                                                                   243,987,485
   Undistributed net investment income.....................................................................            347,667
   Accumulated net realized gains on investments and foreign currency transactions.........................         15,225,749
   Net unrealized appreciation on investments and foreign currencies.......................................         41,457,242
                                                                                                                 --------------
Net assets, September 30, 1996.............................................................................       $301,018,143
                                                                                                                 --------------
                                                                                                                 --------------
Class A:
   Net asset value and redemption price per share
      ($112,800,432 / 7,504,953 shares of common stock issued and outstanding).............................              $15.03
   Maximum sales charge (5.00% of offering price)..........................................................               0.79
                                                                                                                 --------------
   Maximum offering price to public........................................................................             $15.82
                                                                                                                 --------------
                                                                                                                 --------------
Class B:
   Net asset value, offering price and redemption price per share
      ($187,556,665 / 12,478,843 shares of common stock issued and outstanding)............................             $15.03
                                                                                                                 --------------
                                                                                                                 --------------
Class C:
   Net asset value, offering price and redemption price per share
      ($661,046 / 43,982 shares of common stock issued and outstanding)....................................             $15.03
                                                                                                                 --------------
                                                                                                                 --------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.
 
                                      B-39
<PAGE>

GLOBAL UTILITY FUND, INC.
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                Year Ended
Net Investment Income                       September 30, 1996
<S>                                         <C>
Income
   Dividends (net of foreign withholding
      taxes of $679,951).................      $  9,232,590
   Interest and discount earned..........         6,222,613
                                            ------------------
      Total income.......................        15,455,203
                                            ------------------
Expenses
   Management fee........................         2,195,690
   Distribution fee--Class A.............           300,305
   Distribution fee--Class B.............         2,103,048
   Distribution fee--Class C.............             6,078
   Transfer agent's fees and expenses....           537,000
   Custodian's fees and expenses.........           284,000
   Reports to shareholders...............           270,000
   Audit fee and expenses................            43,000
   Directors' fees and expenses..........            43,000
   Registration fees.....................            35,000
   Legal fees and expenses...............            32,000
   Insurance.............................             7,000
   Miscellaneous.........................            12,171
                                            ------------------
      Total expenses.....................         5,868,292
                                            ------------------
Net investment income....................         9,586,911
                                            ------------------
Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency
Transactions
Net realized gain on:
   Investment transactions...............        17,775,022
   Foreign currency transactions.........           351,243
                                            ------------------
                                                 18,126,265
                                            ------------------
Net change in unrealized
   appreciation/depreciation on:
   Investments...........................        (1,999,856)
   Foreign currencies....................           822,976
                                            ------------------
                                                 (1,176,880)
                                            ------------------
Net gain on investments and foreign
   currencies............................        16,949,385
                                            ------------------
Net Increase in Net Assets
Resulting from Operations................      $ 26,536,296
                                            ------------------
                                            ------------------
</TABLE>

GLOBAL UTILITY FUND, INC.
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>

Increase (Decrease)                   Year Ended September 30,
in Net Assets                           1996            1995
<S>                                 <C>             <C>
Operations
   Net investment income..........  $  9,586,911    $ 11,147,737
   Net realized gain on investment
      and foreign currency
      transactions................    18,126,265       7,315,262
   Net change in unrealized
      appreciation/depreciation on
      investments and foreign
      currencies..................    (1,176,880)     25,829,844
                                    ------------    ------------
   Net increase in net assets
      resulting from operations...    26,536,296      44,292,843
                                    ------------    ------------
   Net equalization debits........            --        (312,052)
                                    ------------    ------------
Dividends and distributions (Note
   1)
   Dividends from net investment
      income
      Class A.....................    (4,066,553)     (4,310,107)
      Class B.....................    (5,504,314)     (6,511,221)
      Class C.....................       (16,044)        (11,932)
                                    ------------    ------------
                                      (9,586,911)    (10,833,260)
                                    ------------    ------------
   Distributions in excess of net
      investment income
      Class A.....................        (8,056)             --
      Class B.....................       (10,902)             --
      Class C.....................           (32)             --
                                    ------------    ------------
                                         (18,990)             --
                                    ------------    ------------
   Distributions from net realized
      gains
      Class A.....................    (3,456,002)     (2,642,246)
      Class B.....................    (6,126,168)     (5,681,058)
      Class C.....................       (16,333)         (6,975)
                                    ------------    ------------
                                      (9,598,503)     (8,330,279)
                                    ------------    ------------
Fund share transactions (net of
   share conversions ) (Note 5)
   Net proceeds form shares
      sold........................    28,413,113      25,935,458
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............    15,648,910      15,601,479
   Cost of shares reacquired......  (102,550,920)   (113,332,033)
                                    ------------    ------------
Net decrease in net assets from
   Fund share transactions........   (58,488,897)    (71,795,096)
                                    ------------    ------------
Total decrease....................   (51,157,005)    (46,977,844)
Net Assets
Beginning of year.................   352,175,148     399,152,992
                                    ------------    ------------
End of year.......................  $301,018,143    $352,175,148
                                    ------------    ------------
                                    ------------    ------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                              
 
                                      B-40
<PAGE>
Notes to Financial Statements                         GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
Global Utility Fund, Inc. (the ``Fund'') is an open-end diversified management
investment company. The Fund was organized in Maryland on November 18, 1988 as a
closed-end, diversified management investment company and on December 15, 1989,
sold 9,000 shares of common stock for $100,440 to Wellington Management Company,
LLP (``Wellington''). Investment operations commenced on January 2, 1990. On
February 1, 1991, the Fund concluded operations as a closed-end investment
company and subsequently commenced operations as an open-end, diversified
management investment company.
The Fund seeks to achieve its investment objective of obtaining a high total
return, without incurring undue risk, by investing primarily in common stocks,
debt securities and preferred stocks of domestic and foreign companies in the
utility industries. Debt securities in which the Fund invests are generally
within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the debt securities held by the Fund to meet their
obligations may be affected by economic developments in a specific country or
industry.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of 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 exchange rate. 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. 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 an independent pricing service or by principal
market makers. Securities 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 takes possession of the
underlying collateral securities, the value of which exceeds the principal
amount of the repurchase transaction including accrued interest. 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 U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:
(i) market value of investment securities, other assets and liabilities--at the
closing 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 fiscal 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 fiscal 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 securities sold during
the fiscal year. Accordingly, realized foreign currency gains (losses) are
included in the reported net realized gain on investment transactions.
The Fund recognizes foreign currency gains and losses from the holding of
foreign currencies, the sales and maturities of short-term securities and
forward currency contracts, and the difference between the amounts of dividends,
interest and foreign taxes recorded on the Fund's books and the U.S. dollar
equivalent of amounts actually received or paid.
Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of domestic origin as a result of,
among other factors, the possibility of political and 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
- --------------------------------------------------------------------------------
 
 
                                      B-41
<PAGE>

Notes to Financial Statements                         GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
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.
Securities Transactions and Net Investment Income: Security transactions are
recorded on the trade date. Realized gains and losses from security and currency
transactions are calculated on the identified cost basis. Interest income is
recorded on the accrual basis and dividend income is recorded on the ex-dividend
date. Expenses are recorded on the accrual basis which may require the use of
certain estimates by management.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Equalization: During the fiscal year ended September 30, 1996, the Fund
discontinued the accounting practice of equalization. Equalization is a practice
whereby a portion of the proceeds from sales and costs of repurchases of capital
shares, equivalent on a per-share basis to the amount of distributable net
investment income on the date of the transaction, is credited or charged to
undistributed net investment income. The undistributed net investment income
balance of $220,108 at September 30, 1995, resulting from equalization, was
transferred to paid-in capital in excess of par.
Federal Income 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 tax provision is required.
Withholding taxes on foreign dividends and interest are provided in accordance
with the Fund's understanding of the applicable country's tax rules and rates.
Dividends and Distributions: Dividends from net investment income are declared
and paid quarterly. The Fund will distribute at least annually any net capital
gains in excess of loss carryforwards. Dividends and distributions are recorded
on the ex-dividend date.
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 wash
sales and foreign currency transactions.
Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with American Institute of Certified
Public Accountants (AICPA) 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 and decrease
accumulated net realized gains on investments by $78,798 relating to net
realized foreign currency gains. Net investment income, net realized gains and
net assets were not affected by this change.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management LLC
(``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 Wellington; Wellington
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 daily and payable monthly at an annual
rate of .70% of the Fund's average daily net assets up to and including $250
million, .55% of the Fund's average daily net assets of the next $250 million,
 .50% of the Fund's average daily net assets of the next $500 million and .45% of
the Fund's average daily net assets in excess of $1 billion. Pursuant to the
subadvisory agreement, PMF compensates Wellington for its services at an annual
rate of .50% of the Fund's average daily net assets up to and including $250
million, .35% of the Fund's average daily net assets of the next $250 million,
 .30% of the Fund's average daily net assets of the next $500 million and .25% of
the Fund's average daily net assets in excess of $1 billion.
The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI''), became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also the distributor of the Class B and Class C
shares of the Fund. The Fund
- --------------------------------------------------------------------------------
                                                                                
 
                                      B-42
<PAGE>
Notes to Financial Statements                         GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
compensated PMFD and PSI for distributing and servicing the Fund's Class A,
Class B and Class C shares, pursuant to plans of distribution (the ``Class A, B
and C Plans''), regardless of expenses actually incurred by them. The
distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates PSI, and PMFD for
the period September 1, 1995 through January 1, 1996 with respect to Class A
shares, for distribution-related activities at an annual rate of up to .30 of
1%, 1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .25 of 1%, 1% and 1%, of the
average daily net assets of the Class A, B and C shares, respectively, for the
fiscal year ended September 30, 1996.
PMFD and PSI has advised the Fund that it has received approximately $68,100 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended September 30, 1996. From these fees, PMFD and PSI paid such sales
charges to affiliated broker-dealers which in turn paid commissions to
salespersons and incurred other distribution costs.
PSI has advised the Fund that for the fiscal year ended September 30, 1996, it
received approximately $728,700 and $700 in contingent deferred sales charges
imposed upon certain redemptions by Class B and Class C shareholders,
respectively.
PMFD is a wholly-owned subsidiary of PMF; PSI and PMF are indirect, wholly-owned
subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the fiscal year ended
September 30, 1996, the Fund incurred fees of approximately $458,900 for the
services of PMFS. As of September 30, 1996, approximately $37,000 of such fees
were due to PMFS. Transfer agent fees and expenses in the Statement of
Operations include certain out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of investment securities, other than short-term investments,
for the fiscal year ended September 30, 1996 were $41,795,046 and $113,701,639,
respectively.
The United States federal income tax basis of the Fund's investments at
September 30, 1996 was $255,871,260 and accordingly, net unrealized appreciation
of investments, for United States federal income tax purposes was $41,426,053
(gross unrealized appreciation--$52,314,897; gross unrealized
depreciation--$10,888,844).
- ------------------------------------------------------------
Note 5. Capital
The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with an initial sales charge of up to 5.00%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending upon
the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
will automatically convert to Class A shares on a quarterly basis approximately
seven years after purchase. A special exchange privilege is also available for
shareholders who qualified to purchase Class A shares at net asset value.
The Fund has authorized 2 billion shares of common stock at $.001 par value per
share equally divided into Class A, B and C shares. Of the 20,027,778 shares of
common stock issued and outstanding at September 30, 1996, Wellington owned
9,000 Class A shares.
Transactions in shares of common stock were as follows:

<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended September 30, 1996:
Shares sold........................    1,266,739    $ 18,863,411
Shares issued in reinvestment of
  dividends and distributions......      339,649       5,017,345
Shares reacquired..................   (2,883,880)    (43,010,724)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................   (1,277,492)    (19,129,968)
Shares issued upon conversion from
  Class B..........................      327,144       4,874,396
                                      ----------    ------------
Net decrease in shares
  outstanding......................     (950,348)   $(14,255,572)
                                      ----------    ------------
                                      ----------    ------------
Year ended September 30, 1995:
Shares sold........................      932,622    $ 12,467,912
Shares issued in reinvestment of
  dividends and distributions......      332,880       4,408,412
Shares reacquired..................   (3,154,244)    (42,676,531)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................   (1,888,742)    (25,800,207)
Shares issued upon conversion from
  Class B..........................    1,102,435      14,545,652
                                      ----------    ------------
Net decrease in shares
  outstanding......................     (786,307)   $(11,254,555)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>
- --------------------------------------------------------------------------------
  
 
                                      B-43
<PAGE>

Notes to Financial Statements                         GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B                                 Shares         Amount
- -----------------------------------   ----------    ------------
Year ended September 30, 1996:
<S>                                   <C>           <C>
Shares sold........................      623,845    $  9,314,099
Shares issued in reinvestment of
  dividends and distributions......      718,862      10,600,234
Shares reacquired..................   (3,977,624)    (59,359,780)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................   (2,634,917)    (39,445,447)
Shares reacquired upon conversion
  into Class A.....................     (327,061)     (4,874,396)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (2,961,978)   $(44,319,843)
                                      ----------    ------------
                                      ----------    ------------
Year ended September 30, 1995:
Shares sold........................      976,906    $ 13,147,835
Shares issued in reinvestment of
  dividends and distributions......      849,891      11,174,827
Shares reacquired..................   (5,242,255)    (70,606,948)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................   (3,415,458)    (46,284,286)
Shares reacquired upon conversion
  into Class A.....................   (1,103,158)    (14,545,349)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (4,518,616)   $(60,829,635)
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended September 30, 1996:
Shares sold........................       15,751    $    235,603
Shares issued in reinvestment of
  dividends and distributions......        2,124          31,331
Shares reacquired..................      (12,124)       (180,416)
                                      ----------    ------------
Net increase in shares
  outstanding......................        5,751    $     86,518
                                      ----------    ------------
                                      ----------    ------------
Year ended September 30, 1995:
Shares sold........................       23,879    $    319,711
Shares issued in reinvestment of
  dividends and distributions......        1,372          18,240
Shares reacquired..................       (3,578)        (48,857)
                                      ----------    ------------
Net increase in shares
  outstanding......................       21,673    $    289,094
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                                                                
 
                                      B-44
<PAGE>
Financial Highlights                                  GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    Class A
                                         --------------------------------------------------------------
                                                            Year Ended September 30,
                                         --------------------------------------------------------------
                                            1996          1995         1994         1993         1992
                                         ----------     --------     --------     --------     --------
<S>                                      <C>            <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.....   $  14.72      $  13.66     $  14.63     $  12.96     $  12.62
                                         ----------     --------     --------     --------     --------
Income from investment operations
Net investment income..................        .51           .49          .47          .44          .53
Net realized and unrealized gain (loss)
   on investment and foreign currency
   transactions........................        .73          1.35         (.82)        2.46         1.01
                                         ----------     --------     --------     --------     --------
   Total from investment operations....       1.24          1.84         (.35)        2.90         1.54
                                         ----------     --------     --------     --------     --------
Less distributions
Dividends from net investment income...       (.51)         (.48)        (.42)        (.47)        (.53)
Distributions in excess of net
   investment income...................         --            --           --         (.01)          --
Distributions from net realized
   gains...............................       (.42)         (.30)        (.20)        (.75)        (.67)
                                         ----------     --------     --------     --------     --------
   Total distributions.................       (.93)         (.78)        (.62)       (1.23)       (1.20)
                                         ----------     --------     --------     --------     --------
Net asset value, end of year...........   $  15.03      $  14.72     $  13.66     $  14.63     $  12.96
                                         ----------     --------     --------     --------     --------
                                         ----------     --------     --------     --------     --------
TOTAL RETURN(a)........................       8.65%        14.23%       (2.49)%      23.87%       13.15%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..........   $112,800      $124,423     $126,254     $138,714     $114,654
Average net assets (000)...............   $120,122      $122,837     $139,166     $119,001     $120,708
Ratios to average net assets:
   Expenses, including distribution
      fees.............................       1.30%         1.31%        1.25%        1.30%        1.39%
   Expenses, excluding distribution
      fees.............................       1.05%         1.06%        1.02%        1.10%        1.19%
   Net investment income...............       3.38%         3.58%        3.39%        3.37%        4.16%
For Class A, B and C shares:
   Portfolio turnover rate.............         13%           15%          19%          14%          57%
   Average commission rate paid per
      share............................   $ 0.0542            --           --           --           --
</TABLE>
- ---------------
(a) Total return does not consider the effects 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 year reported and includes reinvestment of dividends and 
    distributions.
- --------------------------------------------------------------------------------
                                              See Notes to Financial Statements.
 
                                      B-45
<PAGE>
Financial Highlights                                  GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      Class B                                  Class C
                                           --------------------------------------------------------------     ----------
                                                                                                             Year Ended
                                                                                                              September
                                                              Year Ended September 30,                           30,
                                           --------------------------------------------------------------     ----------
                                              1996           1995         1994         1993        1992          1996
<CAPTION>
                                           ----------      --------     --------     --------     -------     ----------
<S>                                        <C>             <C>          <C>          <C>          <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period...     $  14.71       $  13.66     $  14.63     $  12.97     $ 12.63      $  14.71
                                           ----------      --------     --------     --------     -------     ----------
Income from investment operations
Net investment income..................          .40            .39          .37          .34         .43           .40
Net realized and unrealized gain (loss)
   on investment and foreign currency
   transactions........................          .74           1.34         (.82)        2.45        1.01           .74
                                           ----------      --------     --------     --------     -------     ----------
   Total from investment operations....         1.14           1.73         (.45)        2.79        1.44          1.14
                                           ----------      --------     --------     --------     -------     ----------
Less distributions
Dividends from net investment income...         (.40)          (.38)        (.32)        (.37)       (.43)         (.40)
Distributions in excess of net
   investment income...................           --             --           --         (.01)         --            --
Distributions from net realized
   gains...............................         (.42)          (.30)        (.20)        (.75)       (.67)         (.42)
                                           ----------      --------     --------     --------     -------     ----------
   Total distributions.................         (.82)          (.68)        (.52)       (1.13)      (1.10)         (.82)
                                           ----------      --------     --------     --------     -------     ----------
Net asset value, end of period.........     $  15.03       $  14.71     $  13.66     $  14.63     $ 12.97      $  15.03
                                           ----------      --------     --------     --------     -------     ----------
                                           ----------      --------     --------     --------     -------     ----------
TOTAL RETURN(b)........................         7.90%         13.32%       (3.22)%      22.87%      12.23%         7.90%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)........     $187,557       $227,189     $272,673     $185,259     $60,432      $    661
Average net assets (000)...............     $210,305       $237,983     $270,466     $ 90,254     $45,661      $    608
Ratios to average net assets:
   Expenses, including distribution
      fees.............................         2.05%          2.06%        2.02%        2.10%       2.19%         2.05%
   Expenses, excluding distribution
      fees.............................         1.05%          1.06%        1.02%        1.10%       1.19%         1.05%
   Net investment income...............         2.62%          2.83%        2.68%        2.59%       3.43%         2.66%

<CAPTION>
                                                             August 1,
                                                              1994(a)
                                                              through
                                                           September 30,
                                             1995              1994
                                         -------------     -------------
<S>                                        <C>             <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period...     $ 13.66           $ 13.93
                                              -----             -----
 
Income from investment operations
Net investment income..................         .39               .06
Net realized and unrealized gain (loss)
   on investment and foreign currency
   transactions........................        1.34              (.24)
                                              -----             -----
 
   Total from investment operations....        1.73              (.18)
                                              -----             -----
 
Less distributions
Dividends from net investment income...        (.38)             (.07)
Distributions in excess of net
   investment income...................          --                --
Distributions from net realized
   gains...............................        (.30)             (.02)
                                              -----             -----
 
   Total distributions.................        (.68)             (.09)
                                              -----             -----
 
Net asset value, end of period.........     $ 14.71           $ 13.66
                                              -----             -----
                                              -----             -----
 
TOTAL RETURN(b)........................       13.32%            (1.32)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)........     $   563           $   226
Average net assets (000)...............     $   410           $   131
Ratios to average net assets:
   Expenses, including distribution
      fees.............................        2.06%             2.06%(c)
   Expenses, excluding distribution
      fees.............................        1.06%             1.06%(c)
   Net investment income...............        2.83%             2.46%(c)
</TABLE>
- ---------------
(a) Commencement of offering of Class C shares.
(b) Total return does not consider the effects 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 return for periods of less than a full year are not annualized.
(c) Annualized.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                              
 
                                      B-46
<PAGE>
Independent Auditors' Report                          GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
The Shareholders and Board of Directors
Global Utility Fund, Inc.
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Global Utility Fund, Inc. as of September 30,
1996, the related statements of operations for the year then ended and of
changes in 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.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
September 30, 1996 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Global Utility Fund,
Inc. as of September 30, 1996, the results of its operations, the changes in its
net assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
November 14, 1996

Federal Income Tax Information                        GLOBAL UTILITY FUND, INC.
- --------------------------------------------------------------------------------
We are required by the Internal Revenue Code to advise you within 60 days of the
Fund's fiscal year end (September 30, 1996) as to the federal tax status of
dividends paid by the Fund during such fiscal year. Accordingly, we are advising
you that during the fiscal year, the Fund paid distributions for Class A shares
totaling $0.93 per share, comprised of $0.51 per share ordinary income and
short-term capital gains which are taxable as ordinary income and $0.42 per
share long-term capital gains which are taxable as such. The Fund paid
distributions for Class B and Class C shares totaling $0.82 per share, comprised
of $0.40 per share ordinary income and short-term capital gains which are
taxable as ordinary income and $0.42 per share long-term capital gains which are
taxable as such. Further, we wish to advise you that 33% of the ordinary income
dividends paid in 1996 qualified for the corporate dividend received deduction
available to corporate taxpayers.
In January 1997, you will be advised on IRS Form 1099 DIV or substitute 1099 DIV
as to the federal tax status of the distributions received by you in calendar
year 1996.
- --------------------------------------------------------------------------------
  


                                      B-47
<PAGE>



                                   APPENDIX A

                           DESCRIPTION OF BOND RATINGS

                         MOODY'S INVESTORS SERVICE, INC.


    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 edge." 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 the best 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 some time 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  other  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.

    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.

    Absence of Rating:  Where no rating has been  assigned or where a rating has
been suspended or withdrawn,  it may be for reasons  unrelated to the quality of
the issue.

    Should no rating be assigned, the reason may be one of the following:

    1.  An application for rating was not received or accepted.

    2. The issue or issuer  belongs to a group of securities  that are not rated
as a matter of policy.

    3.  There is a lack of essential data pertaining to the issue or issuer.

    4. The issue was privately placed, in which case the rating is not published
in Moody's publications.

    Suspension or withdrawal may occur if new and material  circumstances arise,
the  effects  of which  preclude  satisfactory  analysis;  if there is no longer
available  reasonable  up-to-date data to permit a judgement to be formed;  if a
bond is called for redemption; or for other reasons.

    Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic ratings
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  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  issue  ranks in the  lower  end of its  generic  rating
category.




                                      A-1
<PAGE>

                                STANDARD & POOR'S

    AAA: Debt rated "AAA" has the highest rating  assigned by Standard & Poor's.
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 higher rated issues only in small degree.

    A: Debt  rated "A" has a very  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 the highest 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 in higher rated categories.

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

    BB: Debt rated "BB" has less near-term  vulnerability  to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,   financial  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest and principal  payments.  The "BB"
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied "BBB-" rating.

    B: Debt rated "B" has a greater  vulnerability  to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial  or  economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

    CCC: Debt rated "CCC" has a currently indefinable  vulnerability to default,
and is dependent upon favorable  business,  financial and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"B" or "B\'96" rating.

    CC: The rating "CC" is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.

    C: The rating "C" is typically  applied to debt  subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy  petition has been filed,  but debt
service payments are continued.

    CI: The  rating  "CI"  is  reserved for income bonds on which no interest is
 being paid.

    D:  Debt  rated  "D" is in  payment  default.  The "D"  rating  is used when
interest  payments  are not made on the date  due even if the  applicable  grace
period has not expired,  unless  Standard & Poor's  believes  that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition, if debt service payments are jeopardized.

    Plus (+) or Minus (\'96):  The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
rating categories.

    NR: Indicates that no rating has been requested,  that there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.


                     DESCRIPTION OF PREFERRED STOCK RATINGS

                         MOODY'S INVESTORS SERVICE, INC.

    aaa:  considered to be a top-quality  preferred stock. This rating indicates
good asset  protection  and the least  risk of  dividend  impairment  within the
universe of preferred stocks.

    aa:  considered a high-grade  preferred  stock.  This rating  indicates that
there is reasonable  assurance  that earnings and asset  protection  will remain
relatively well maintained in the foreseeable future.





                                      A-2
<PAGE>

    a: considered to be an  upper-medium-grade  preferred stock. While risks are
judged to be somewhat greater than in the aaa and aa  classifications,  earnings
and asset  protection are,  nevertheless,  expected to be maintained at adequate
levels.

    baa:  considered to be  medium-grade,  neither  highly  protected nor poorly
secured.  Earnings and asset  protection  appear  adequate at present but may be
questionable over any great length of time.

    ba:  considered  to have  speculative  elements  and its  future  cannot  be
considered well assured.  Earnings and asset protection may be very moderate and
not  well   safeguarded   during  adverse   periods.   Uncertainty  of  position
characterizes preferred stocks in this class.

    b: generally lacks the characteristics of a desirable investment.  Assurance
of dividend  payments and  maintenance of other terms of the issue over any long
period of time may be small.

    caa: likely to be in arrears on dividend  payments.  This rating designation
does not purport to indicate the future status of payments.

    ca: speculative in a high degree and is likely to be in arrears on dividends
with little likelihood of eventual payments.

    c: lowest rated class of preferred or preference stock.  Issues so rated can
be  regarded as having  extremely  poor  prospects  of ever  attaining  any real
investment standing.

    Moody's   applies   numerical   modifiers   1,  2  and  3  in  each   rating
classification;  the modifier 1 indicates  that the security 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 issue ranks in the lower end of
its generic rating category.


                                STANDARD & POOR'S

    AAA: This is the highest rating that may be assigned by Standard & Poor's to
a preferred  stock issue and indicates an extremely  strong  capacity to pay the
preferred stock obligations.

    AA: A  preferred  stock issue rated "AA" also  qualifies  as a  high-quality
fixed income security.  The capacity to pay preferred stock  obligations is very
strong, although not as overwhelming as for issues rated "AAA."

    A: An issue  rated "A" is backed by a sound  capacity  to pay the  preferred
stock  obligations,  although it is  somewhat  more  susceptible  to the adverse
effects of changes in circumstances and economic conditions.

    BBB: An issue  rated "BBB" is regarded as backed by an adequate  capacity to
pay the  preferred  stock  obligations.  Whereas it normally  exhibits  adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened  capacity to make payments for preferred stock
in this category than for issues in the "A" catagory.

    BB, B, CCC:  Preferred  stock  rated "BB," "B," and "CCC" are  regarded,  on
balance,  as predominantly  speculative with regard to the issuer's  capacity to
pay preferred stock obligations. "BB" indicates the lowest degree of speculation
and "CCC" the highest degree of speculation.  While such issues will likely have
some  quality and  protective  characteristics,  these are  outweighed  by large
uncertainties or major risk exposure to adverse conditions.

    CC: The rating  "CC" is reserved  for a preferred  stock issue in arrears on
dividends or sinking fund payments, but that is currently paying.

    C: A preferred stock rated "C" is a non-paying issue.

    D: A preferred stock rated "D" is a non-paying issue with the issuer in
default on debt instruments.

   
    NR: indicates that no rating has been requested,  that there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.
    

    Plus (+) or Minus (-): To provide more detailed  indications of preferred
stock quality, the ratings from "AA" to "CCC" may be modified by the addition of
a plus  or  minus  sign  to show  relative  standing  within  the  major  rating
categories.



                                      A-3

<PAGE>
                     APPENDIX--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.
 
    Value of $1000.00 Invested on 1/1/26 through 6/30/96
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
              SMALL-SIZED        MID-SIZED        LARGE SIZE                        TREASURY
                STOCKS            STOCKS            STOCKS       LONG-TERM BONDS     BILLS      INFLATION
<S>        <C>                <C>              <C>               <C>              <C>           <C>
                       Index            Index             Index            Index         Index      Value
Dec-25             $1,000.00        $1,000.00         $1,000.00        $1,000.00     $1,000.00  $1,000.00
Jan-26             $1,069.86        $1,004.11         $1,000.00        $1,013.76     $1,003.38  $1,000.00
Feb-26             $1,001.49          $951.38           $961.54        $1,020.16     $1,006.07    $996.28
Mar-26               $894.01          $868.88           $906.28        $1,024.37     $1,009.09    $990.69
Apr-26               $910.02          $901.74           $929.21        $1,032.14     $1,012.54  $1,000.00
May-26               $904.00          $911.61           $945.86        $1,033.60     $1,012.67    $994.41
Jun-26               $938.16          $958.70           $989.11        $1,037.54     $1,016.18    $986.96
Jul-26               $948.66          $975.36         $1,036.48        $1,037.99     $1,018.46    $977.65
Aug-26               $972.96          $992.95         $1,062.23        $1,038.00     $1,021.04    $972.07
Sep-26               $972.91          $992.70         $1,088.99        $1,041.90     $1,023.36    $977.65
Oct-26               $950.83          $958.20         $1,058.11        $1,052.50     $1,026.63    $981.38
Nov-26               $970.56          $993.80         $1,094.79        $1,069.34     $1,029.80    $985.10
Dec-26             $1,002.77        $1,021.68         $1,116.24        $1,077.69     $1,032.66    $985.10
Jan-27             $1,032.42        $1,031.79         $1,094.73        $1,085.75     $1,035.21    $977.65
Feb-27             $1,088.92        $1,084.22         $1,153.56        $1,095.28     $1,037.87    $970.21
Mar-27             $1,029.28        $1,069.51         $1,163.57        $1,123.02     $1,040.94    $964.62
Apr-27             $1,088.30        $1,072.34         $1,186.95        $1,122.47     $1,043.59    $964.62
May-27             $1,168.16        $1,145.53         $1,258.99        $1,134.66     $1,046.73    $972.07
Jun-27             $1,132.77        $1,126.85         $1,250.55        $1,126.84     $1,049.43    $981.38
Jul-27             $1,191.20        $1,200.10         $1,334.37        $1,132.44     $1,052.57    $962.76
Aug-27             $1,169.96        $1,207.15         $1,403.08        $1,141.05     $1,055.47    $957.17
Sep-27             $1,175.52        $1,270.63         $1,466.28        $1,143.10     $1,057.69    $962.76
Oct-27             $1,098.05        $1,229.85         $1,392.71        $1,154.37     $1,060.35    $968.34
Nov-27             $1,186.80        $1,329.15         $1,493.11        $1,165.57     $1,062.56    $966.48
Dec-27             $1,224.35        $1,376.35         $1,534.70        $1,173.91     $1,064.93    $964.62
Jan-28             $1,283.32        $1,388.37         $1,528.62        $1,169.68     $1,067.63    $962.76
Feb-28             $1,253.01        $1,348.14         $1,509.48        $1,176.84     $1,071.15    $953.45
Mar-28             $1,319.48        $1,454.99         $1,675.64        $1,182.19     $1,074.30    $953.45
Apr-28             $1,439.54        $1,544.56         $1,733.45        $1,181.76     $1,076.70    $955.31
May-28             $1,502.57        $1,576.15         $1,767.68        $1,172.65     $1,080.18    $960.90
Jun-28             $1,376.02        $1,490.25         $1,699.63        $1,177.50     $1,083.56    $953.45
Jul-28             $1,384.08        $1,502.63         $1,723.54        $1,151.90     $1,087.05    $953.45
Aug-28             $1,445.23        $1,619.08         $1,861.92        $1,160.71     $1,090.55    $955.31
Sep-28             $1,573.85        $1,706.73         $1,910.10        $1,156.00     $1,093.47    $962.76
Oct-28             $1,617.34        $1,716.54         $1,942.28        $1,174.22     $1,097.93    $960.90
Nov-28             $1,802.87        $1,917.92         $2,193.12        $1,174.61     $1,102.16    $959.03
Dec-28             $1,710.34        $1,940.60         $2,203.96        $1,175.13     $1,102.82    $955.31
Jan-29             $1,716.28        $2,007.86         $2,332.49        $1,164.56     $1,106.61    $953.45
Feb-29             $1,711.77        $2,020.81         $2,327.95        $1,146.29     $1,110.57    $951.58
Mar-29             $1,677.49        $1,952.04         $2,325.23        $1,129.82     $1,114.38    $947.86
Apr-29             $1,728.82        $1,972.60         $2,366.21        $1,160.90     $1,118.35    $944.14
May-29             $1,497.77        $1,816.92         $2,280.47        $1,142.13     $1,123.26    $949.72
Jun-29             $1,577.63        $1,981.21         $2,540.38        $1,154.68     $1,129.09    $953.45
Jul-29             $1,595.54        $2,028.63         $2,659.95        $1,154.65     $1,132.87    $962.76
Aug-29             $1,569.44        $2,110.64         $2,933.50        $1,150.71     $1,137.44    $966.48
Sep-29             $1,424.75        $2,047.13         $2,793.81        $1,153.87     $1,141.44    $964.62
Oct-29             $1,030.36        $1,620.02         $2,242.64        $1,197.95     $1,146.67    $964.62
Nov-29               $875.78        $1,427.38         $1,963.12        $1,226.27     $1,150.97    $962.76
Dec-29               $831.92        $1,413.97         $2,018.49        $1,215.33     $1,155.18    $957.17
Jan-30               $939.50        $1,507.32         $2,147.41        $1,208.42     $1,156.79    $953.45
Feb-30               $999.90        $1,537.67         $2,203.00        $1,223.99     $1,160.22    $949.72
Mar-30             $1,100.57        $1,676.08         $2,381.86        $1,234.19     $1,164.25    $944.14
Apr-30             $1,023.75        $1,605.29         $2,362.91        $1,232.23     $1,166.70    $949.72
May-30               $968.22        $1,552.53         $2,340.13        $1,249.42     $1,169.71    $944.14
Jun-30               $758.30        $1,283.05         $1,959.83        $1,255.77     $1,172.86    $938.55
Jul-30               $781.15        $1,335.97         $2,035.50        $1,260.09     $1,175.19    $925.52
Aug-30               $768.15        $1,325.32         $2,064.29        $1,261.74     $1,176.23    $919.93
Sep-30               $656.08        $1,139.77         $1,799.61        $1,271.03     $1,178.81    $925.52
Oct-30               $584.13        $1,042.35         $1,645.69        $1,275.53     $1,179.83    $919.93
Nov-30               $582.51        $1,024.30         $1,631.12        $1,280.93     $1,181.38    $912.48
Dec-30               $514.57          $922.48         $1,515.95        $1,271.95     $1,183.03    $899.44
Jan-31               $622.80        $1,001.04         $1,592.04        $1,256.51     $1,184.74    $886.41
Feb-31               $782.61        $1,123.38         $1,782.02        $1,267.22     $1,185.23    $873.37
Mar-31               $727.22        $1,045.32         $1,661.76        $1,280.45     $1,186.76    $867.79
Apr-31               $569.88          $906.02         $1,506.44        $1,291.42     $1,187.66    $862.20
May-31               $491.31          $770.91         $1,313.76        $1,310.16     $1,188.70    $852.89
Jun-31               $580.70          $898.07         $1,500.43        $1,310.66     $1,189.60    $843.58
Jul-31               $548.34          $839.20         $1,392.18        $1,305.11     $1,190.30    $841.72
Aug-31               $506.52          $836.83         $1,417.53        $1,306.73     $1,190.71    $839.85
Sep-31               $342.10          $577.49           $996.15        $1,270.05     $1,191.02    $836.13
Oct-31               $368.42          $636.03         $1,085.41        $1,228.13     $1,192.24    $830.54
Nov-31               $331.27          $579.44           $998.82        $1,231.47     $1,194.23    $821.23
Dec-31               $258.55          $494.68           $858.99        $1,204.42     $1,195.72    $813.78
Jan-32               $284.90          $509.01           $835.71        $1,208.49     $1,198.49    $797.02
Feb-32               $293.18          $516.03           $883.38        $1,258.44     $1,201.24    $785.85
Mar-32               $254.74          $457.40           $781.08        $1,256.13     $1,203.20    $782.12
Apr-32               $198.20          $373.85           $625.08        $1,331.97     $1,204.58    $776.54
May-32               $174.55          $276.12           $487.84        $1,306.93     $1,205.31    $765.36
Jun-32               $175.12          $291.66           $486.75        $1,315.43     $1,205.58    $759.78
Jul-32               $236.81          $408.13           $672.44        $1,378.73     $1,205.88    $759.78
Aug-32               $410.77          $622.27           $932.60        $1,379.11     $1,206.28    $750.47
Sep-32               $356.55          $585.06           $900.36        $1,386.98     $1,206.65    $746.74
Oct-32               $293.26          $486.85           $778.90        $1,384.62     $1,206.87    $741.16
Nov-32               $257.27          $458.47           $746.45        $1,389.07     $1,207.09    $737.43
Dec-32               $244.62          $462.38           $788.61        $1,407.27     $1,207.22    $729.98
Jan-33               $242.60          $474.99           $795.48        $1,428.15     $1,207.35    $718.81
Feb-33               $211.60          $412.75           $654.49        $1,391.24     $1,207.03    $707.64
Mar-33               $235.25          $435.84           $677.62        $1,404.72     $1,207.54    $702.05
Apr-33               $353.76          $672.24           $966.05        $1,400.21     $1,208.72    $700.19
May-33               $578.02          $911.85         $1,128.60        $1,442.58     $1,209.24    $702.05
Jun-33               $729.27        $1,055.34         $1,279.63        $1,449.76     $1,209.53    $709.50
Jul-33               $689.13          $937.86         $1,169.38        $1,447.31     $1,209.76    $729.98
Aug-33               $752.83        $1,085.67         $1,310.41        $1,453.70     $1,210.06    $737.43
Sep-33               $632.78          $945.40         $1,163.89        $1,457.05     $1,210.25    $737.43
Oct-33               $554.57          $845.33         $1,064.43        $1,443.79     $1,210.35    $737.43
Nov-33               $590.84          $914.73         $1,184.42        $1,422.24     $1,210.57    $737.43
Dec-33               $594.10          $943.96         $1,214.39        $1,406.22     $1,210.81    $733.71
Jan-34               $825.25        $1,141.21         $1,344.24        $1,442.39     $1,211.38    $737.43
Feb-34               $838.95        $1,125.43         $1,300.92        $1,454.10     $1,211.68    $743.02
Mar-34               $837.96        $1,139.23         $1,300.92        $1,482.74     $1,211.94    $743.02
Apr-34               $858.04        $1,120.16         $1,268.24        $1,501.36     $1,212.01    $741.16
May-34               $748.61        $1,019.94         $1,174.88        $1,521.05     $1,212.09    $743.02
Jun-34               $746.79        $1,047.37         $1,201.78        $1,531.26     $1,212.17    $744.88
Jul-34               $578.09          $880.11         $1,065.80        $1,537.38     $1,212.25    $744.88
Aug-34               $667.46          $947.33         $1,130.88        $1,519.19     $1,212.33    $746.74
Sep-34               $656.33          $943.77         $1,127.17        $1,497.04     $1,212.40    $757.92
Oct-34               $662.68          $927.71         $1,094.96        $1,524.34     $1,212.54    $752.33
Nov-34               $725.51        $1,035.54         $1,198.12        $1,530.01     $1,212.64    $750.47
Dec-34               $738.00        $1,051.25         $1,196.87        $1,547.21     $1,212.78    $748.61
Jan-35               $713.80          $999.67         $1,147.73        $1,575.33     $1,212.94    $759.78
Feb-35               $671.53          $968.33         $1,108.63        $1,589.78     $1,213.15    $765.37
Mar-35               $591.72          $916.92         $1,076.92        $1,596.38     $1,213.30    $763.50
Apr-35               $638.53          $988.91         $1,182.45        $1,608.94     $1,213.46    $770.95
May-35               $636.98        $1,011.22         $1,230.87        $1,599.84     $1,213.61    $767.23
Jun-35               $656.40        $1,078.84         $1,316.95        $1,614.56     $1,213.76    $765.37
Jul-35               $712.53        $1,163.72         $1,428.95        $1,621.95     $1,213.92    $761.64
Aug-35               $751.33        $1,197.17         $1,468.93        $1,600.33     $1,214.08    $761.64
Sep-35               $778.12        $1,227.20         $1,506.56        $1,601.71     $1,214.23    $765.37
Oct-35               $855.43        $1,303.50         $1,623.55        $1,611.45     $1,214.38    $765.37
Nov-35               $976.21        $1,383.13         $1,700.43        $1,613.00     $1,214.67    $769.09
Dec-35             $1,034.63        $1,488.92         $1,767.40        $1,624.33     $1,214.83    $770.95
Jan-36             $1,345.97        $1,601.93         $1,885.84        $1,633.30     $1,214.99    $770.95
Feb-36             $1,427.01        $1,649.04         $1,928.01        $1,646.55     $1,215.13    $767.23
Mar-36             $1,436.40        $1,655.55         $1,979.69        $1,664.06     $1,215.34    $763.50
Apr-36             $1,178.63        $1,493.48         $1,831.08        $1,669.93     $1,215.54    $763.50
May-36             $1,210.71        $1,561.43         $1,930.81        $1,676.69     $1,215.74    $763.50
Jun-36             $1,182.71        $1,556.60         $1,995.17        $1,680.26     $1,216.11    $770.95
Jul-36             $1,285.91        $1,691.43         $2,134.99        $1,690.34     $1,216.27    $774.68
Aug-36             $1,312.97        $1,735.39         $2,167.32        $1,709.09     $1,216.48    $780.26
Sep-36             $1,384.08        $1,775.44         $2,174.10        $1,703.77     $1,216.61    $782.13
Oct-36             $1,472.02        $1,877.39         $2,342.49        $1,704.75     $1,216.85    $780.26
Nov-36             $1,678.15        $1,991.19         $2,373.79        $1,739.74     $1,216.95    $780.26
Dec-36             $1,705.07        $2,031.04         $2,366.92        $1,746.40     $1,216.98    $780.26
Jan-37             $1,921.01        $2,131.18         $2,459.23        $1,744.15     $1,217.12    $785.85
Feb-37             $2,047.32        $2,189.11         $2,506.12        $1,759.21     $1,217.33    $787.71
Mar-37             $2,071.81        $2,197.54         $2,486.73        $1,686.82     $1,217.50    $793.30
Apr-37             $1,723.91        $2,007.84         $2,285.52        $1,693.38     $1,217.92    $797.02
May-37             $1,653.55        $1,967.76         $2,279.95        $1,702.30     $1,218.69    $800.75
Jun-37             $1,457.96        $1,853.17         $2,164.97        $1,699.29     $1,219.09    $802.61
Jul-37             $1,638.04        $2,016.16         $2,391.31        $1,722.77     $1,219.48    $806.33
Aug-37             $1,517.45        $1,918.33         $2,275.83        $1,704.81     $1,219.78    $808.20
Sep-37             $1,132.24        $1,575.54         $1,956.59        $1,712.45     $1,220.23    $815.65
Oct-37             $1,008.49        $1,417.30         $1,764.63        $1,719.70     $1,220.43    $811.92
Nov-37               $861.98        $1,271.11         $1,611.86        $1,736.14     $1,220.68    $806.33
Dec-37               $716.00        $1,176.66         $1,537.87        $1,750.45     $1,220.73    $804.47
Jan-38               $754.25        $1,199.89         $1,561.19        $1,760.50     $1,220.77    $793.30
Feb-38               $780.10        $1,275.59         $1,666.35        $1,769.61     $1,220.83    $785.85
Mar-38               $499.26          $926.87         $1,251.96        $1,763.13     $1,220.75    $785.85
Apr-38               $637.87        $1,102.88         $1,433.13        $1,800.11     $1,220.90    $789.57
May-38               $583.68        $1,030.97         $1,385.85        $1,808.08     $1,220.92    $785.85
Jun-38               $787.83        $1,324.78         $1,732.69        $1,808.89     $1,220.93    $785.85
Jul-38               $905.93        $1,478.37         $1,861.59        $1,816.71     $1,220.87    $787.71
Aug-38               $815.22        $1,411.60         $1,819.55        $1,816.71     $1,220.92    $785.85
Sep-38               $802.41        $1,395.86         $1,849.73        $1,820.80     $1,221.14    $785.85
Oct-38               $973.76        $1,585.76         $1,993.29        $1,836.60     $1,221.27    $782.13
Nov-38               $906.72        $1,548.89         $1,938.81        $1,832.58     $1,220.51    $780.26
Dec-38               $950.83        $1,620.68         $2,016.48        $1,847.29     $1,220.53    $782.13
Jan-39               $870.16        $1,492.03         $1,880.63        $1,858.17     $1,220.47    $778.40
Feb-39               $879.43        $1,563.57         $1,954.01        $1,873.01     $1,220.58    $774.68
Mar-39               $662.57        $1,298.19         $1,692.45        $1,896.44     $1,220.46    $772.82
Apr-39               $671.95        $1,298.44         $1,687.83        $1,918.77     $1,220.42    $770.95
May-39               $745.03        $1,417.67         $1,811.48        $1,951.49     $1,220.49    $770.95
Jun-39               $667.38        $1,316.06         $1,700.61        $1,946.22     $1,220.64    $770.95
Jul-39               $836.57        $1,494.57         $1,888.52        $1,968.27     $1,220.65    $770.95
Aug-39               $703.56        $1,335.06         $1,766.17        $1,928.77     $1,220.59    $770.95
Sep-39             $1,065.52        $1,655.55         $2,061.59        $1,823.69     $1,220.71    $785.85
Oct-39             $1,023.24        $1,663.91         $2,036.25        $1,898.42     $1,220.73    $782.13
Nov-39               $915.48        $1,552.63         $1,955.31        $1,929.12     $1,220.76    $782.13
Dec-39               $954.13        $1,606.86         $2,008.20        $1,957.02     $1,220.78    $778.40
Jan-40               $955.02        $1,572.21         $1,940.67        $1,953.71     $1,220.81    $776.54
Feb-40             $1,033.41        $1,609.62         $1,966.44        $1,958.96     $1,220.83    $782.13
Mar-40             $1,098.70        $1,652.84         $1,990.75        $1,993.58     $1,220.83    $780.26
Apr-40             $1,170.59        $1,668.63         $1,985.88        $1,986.60     $1,220.84    $780.26
May-40               $740.55        $1,224.37         $1,531.36        $1,927.18     $1,220.65    $782.13
Jun-40               $818.35        $1,310.25         $1,655.25        $1,976.91     $1,220.70    $783.99
Jul-40               $837.28        $1,367.01         $1,711.65        $1,987.17     $1,220.84    $782.13
Aug-40               $858.63        $1,397.02         $1,771.53        $1,992.73     $1,220.77    $780.26
Sep-40               $876.89        $1,439.34         $1,793.34        $2,014.71     $1,220.79    $782.13
Oct-40               $924.65        $1,533.39         $1,869.04        $2,020.99     $1,220.81    $782.13
Nov-40               $947.28        $1,520.61         $1,810.00        $2,062.35     $1,220.83    $782.13
Dec-40               $904.94        $1,514.61         $1,811.71        $2,076.14     $1,220.84    $785.85
Jan-41               $907.19        $1,447.98         $1,727.80        $2,034.49     $1,220.76    $785.85
Feb-41               $881.02        $1,425.43         $1,717.51        $2,038.60     $1,220.67    $785.85
Mar-41               $909.16        $1,434.28         $1,729.63        $2,058.13     $1,220.81    $789.58
Apr-41               $848.29        $1,350.23         $1,623.69        $2,084.74     $1,220.72    $797.02
May-41               $852.07        $1,373.34         $1,653.34        $2,090.45     $1,220.78    $802.61
Jun-41               $916.24        $1,455.31         $1,748.83        $2,104.20     $1,220.83    $817.51
Jul-41             $1,114.63        $1,597.06         $1,850.03        $2,108.73     $1,221.18    $821.23
Aug-41             $1,107.91        $1,599.49         $1,851.81        $2,112.53     $1,221.26    $828.68
Sep-41             $1,055.92        $1,582.88         $1,839.23        $2,110.08     $1,221.37    $843.58
Oct-41               $984.96        $1,492.20         $1,718.42        $2,139.64     $1,221.42    $852.89
Nov-41               $936.23        $1,466.01         $1,669.58        $2,133.35     $1,221.48    $860.34
Dec-41               $823.50        $1,386.79         $1,601.69        $2,095.50     $1,221.57    $862.20
Jan-42               $979.47        $1,442.65         $1,627.50        $2,110.03     $1,221.79    $873.38
Feb-42               $972.34        $1,419.37         $1,601.63        $2,112.43     $1,221.92    $880.83
Mar-42               $903.37        $1,350.22         $1,497.22        $2,131.79     $1,222.06    $892.00
Apr-42               $871.51        $1,277.73         $1,437.41        $2,125.56     $1,222.14    $897.58
May-42               $868.75        $1,322.89         $1,551.87        $2,141.55     $1,222.45    $906.90
Jun-42               $897.92        $1,350.12         $1,586.15        $2,142.18     $1,222.76    $908.76
Jul-42               $964.05        $1,409.67         $1,639.66        $2,145.95     $1,223.06    $912.48
Aug-42               $995.40        $1,443.18         $1,666.47        $2,154.01     $1,223.42    $918.07
Sep-42             $1,086.22        $1,486.91         $1,714.80        $2,154.71     $1,223.76    $919.93
Oct-42             $1,204.28        $1,614.53         $1,831.06        $2,159.94     $1,224.15    $929.24
Nov-42             $1,142.78        $1,590.13         $1,827.17        $2,152.38     $1,224.50    $934.83
Dec-42             $1,190.01        $1,667.32         $1,927.48        $2,162.94     $1,224.85    $942.28
Jan-43             $1,443.72        $1,822.18         $2,069.53        $2,170.02     $1,225.21    $942.28
Feb-43             $1,722.51        $1,971.77         $2,190.10        $2,168.83     $1,225.53    $944.14
Mar-43             $1,971.34        $2,161.08         $2,309.56        $2,170.84     $1,225.92    $959.03
Apr-43             $2,155.27        $2,203.45         $2,317.54        $2,181.30     $1,226.28    $970.21
May-43             $2,404.41        $2,339.50         $2,445.51        $2,192.29     $1,226.58    $977.66
Jun-43             $2,384.44        $2,373.03         $2,500.04        $2,196.31     $1,226.96    $975.79
Jul-43             $2,126.21        $2,224.56         $2,368.46        $2,196.14     $1,227.31    $968.35
Aug-43             $2,125.68        $2,257.23         $2,409.01        $2,200.68     $1,227.67    $964.62
Sep-43             $2,216.62        $2,320.33         $2,472.30        $2,203.08     $1,228.02    $968.35
Oct-43             $2,243.89        $2,302.65         $2,445.69        $2,204.17     $1,228.37    $972.07
Nov-43             $1,994.21        $2,123.66         $2,285.66        $2,204.06     $1,228.73    $970.21
Dec-43             $2,241.67        $2,312.41         $2,426.69        $2,208.02     $1,229.10    $972.07
Jan-44             $2,385.26        $2,377.54         $2,468.28        $2,212.67     $1,229.46    $970.21
Feb-44             $2,455.60        $2,402.51         $2,478.70        $2,219.75     $1,229.80    $968.34
Mar-44             $2,639.58        $2,478.52         $2,526.93        $2,224.38     $1,230.11    $968.34
Apr-44             $2,499.03        $2,404.83         $2,501.70        $2,227.35     $1,230.45    $973.93
May-44             $2,683.84        $2,549.56         $2,628.16        $2,233.54     $1,230.76    $977.66
Jun-44             $3,055.40        $2,752.95         $2,770.74        $2,235.29     $1,231.11    $979.52
Jul-44             $2,964.18        $2,715.81         $2,717.38        $2,243.40     $1,231.47    $985.10
Aug-44             $3,058.58        $2,780.75         $2,760.14        $2,249.44     $1,231.84    $988.83
Sep-44             $3,052.52        $2,778.43         $2,757.98        $2,252.60     $1,232.13    $988.83
Oct-44             $3,019.54        $2,773.27         $2,764.46        $2,255.30     $1,232.51    $988.83
Nov-44             $3,170.31        $2,833.12         $2,801.23        $2,260.63     $1,232.86    $988.83
Dec-44             $3,445.94        $3,000.86         $2,906.03        $2,270.17     $1,233.16    $992.55
Jan-45             $3,612.14        $3,097.63         $2,951.98        $2,298.91     $1,233.48    $992.55
Feb-45             $3,976.63        $3,344.41         $3,153.60        $2,316.53     $1,233.75    $990.69
Mar-45             $3,634.21        $3,180.96         $3,014.67        $2,321.29     $1,234.06    $990.69
Apr-45             $4,054.78        $3,469.09         $3,286.52        $2,358.49     $1,234.41    $992.55
May-45             $4,257.44        $3,546.04         $3,350.74        $2,371.76     $1,234.78  $1,000.00
Jun-45             $4,621.49        $3,632.16         $3,348.51        $2,411.79     $1,235.08  $1,009.31
Jul-45             $4,364.40        $3,513.68         $3,288.08        $2,391.07     $1,235.45  $1,011.18
Aug-45             $4,607.31        $3,745.37         $3,498.91        $2,397.26     $1,235.82  $1,011.18
Sep-45             $4,920.18        $3,986.30         $3,652.31        $2,410.26     $1,236.17  $1,007.45
Oct-45             $5,264.92        $4,198.49         $3,769.84        $2,435.40     $1,236.55  $1,007.45
Nov-45             $5,882.19        $4,627.31         $3,919.27        $2,465.95     $1,236.85  $1,011.18
Dec-45             $5,982.52        $4,704.74         $3,964.87        $2,513.86     $1,237.22  $1,014.90
Jan-46             $6,916.84        $5,047.31         $4,248.08        $2,520.20     $1,237.60  $1,014.90
Feb-46             $6,476.45        $4,700.01         $3,975.85        $2,528.22     $1,237.93  $1,011.18
Mar-46             $6,653.45        $5,042.66         $4,166.82        $2,530.79     $1,238.29  $1,018.62
Apr-46             $7,116.59        $5,262.53         $4,330.45        $2,496.54     $1,238.66  $1,024.21
May-46             $7,537.28        $5,558.22         $4,455.11        $2,493.47     $1,239.03  $1,029.80
Jun-46             $7,188.73        $5,254.09         $4,290.19        $2,510.94     $1,239.36  $1,040.97
Jul-46             $6,808.07        $5,041.08         $4,187.76        $2,500.92     $1,239.76  $1,102.42
Aug-46             $6,230.35        $4,678.93         $3,905.62        $2,473.03     $1,240.12  $1,126.63
Sep-46             $5,231.83        $4,077.61         $3,516.23        $2,470.71     $1,240.49  $1,139.67
Oct-46             $5,170.06        $4,023.43         $3,495.08        $2,488.94     $1,240.86  $1,162.01
Nov-46             $5,097.11        $4,026.05         $3,485.66        $2,475.47     $1,241.22  $1,189.95
Dec-46             $5,287.04        $4,246.17         $3,644.85        $2,511.30     $1,241.59  $1,199.26
Jan-47             $5,509.44        $4,311.84         $3,737.76        $2,509.75     $1,241.96  $1,199.26
Feb-47             $5,486.94        $4,280.18         $3,709.12        $2,515.02     $1,242.30  $1,197.39
Mar-47             $5,302.59        $4,190.09         $3,653.83        $2,520.00     $1,242.67  $1,223.46
Apr-47             $4,755.84        $3,878.37         $3,521.36        $2,510.75     $1,243.03  $1,223.46
May-47             $4,502.03        $3,758.94         $3,526.19        $2,519.14     $1,243.38  $1,219.74
Jun-47             $4,750.37        $3,993.12         $3,721.41        $2,521.71     $1,243.76  $1,229.05
Jul-47             $5,125.25        $4,235.82         $3,863.32        $2,537.47     $1,244.13  $1,240.23
Aug-47             $5,106.30        $4,177.01         $3,784.87        $2,558.11     $1,244.47  $1,253.26
Sep-47             $5,165.08        $4,196.73         $3,742.87        $2,546.98     $1,245.28  $1,283.06
Oct-47             $5,310.95        $4,302.58         $3,832.05        $2,537.45     $1,246.08  $1,283.06
Nov-47             $5,150.28        $4,185.73         $3,764.99        $2,493.28     $1,246.86  $1,290.51
Dec-47             $5,335.41        $4,300.31         $3,852.90        $2,445.43     $1,247.84  $1,307.27
Jan-48             $5,253.50        $4,206.60         $3,706.85        $2,450.38     $1,248.75  $1,322.16
Feb-48             $4,842.33        $3,984.74         $3,563.01        $2,461.76     $1,249.65  $1,310.99
Mar-48             $5,319.64        $4,365.28         $3,845.51        $2,470.18     $1,250.76  $1,307.27
Apr-48             $5,515.15        $4,568.31         $3,957.72        $2,481.22     $1,251.78  $1,325.89
May-48             $6,099.32        $4,928.66         $4,305.42        $2,516.26     $1,252.73  $1,335.20
Jun-48             $6,128.48        $4,852.33         $4,328.64        $2,495.12     $1,253.87  $1,344.51
Jul-48             $5,774.14        $4,614.14         $4,108.84        $2,489.83     $1,254.89  $1,361.27
Aug-48             $5,777.66        $4,637.96         $4,173.65        $2,490.18     $1,255.97  $1,366.86
Sep-48             $5,473.89        $4,436.77         $4,058.66        $2,493.66     $1,256.42  $1,366.86
Oct-48             $5,828.11        $4,680.25         $4,346.88        $2,495.51     $1,256.92  $1,361.27
Nov-48             $5,177.41        $4,197.64         $3,929.01        $2,514.42     $1,257.41  $1,351.96
Dec-48             $5,222.73        $4,303.69         $4,064.86        $2,528.54     $1,257.97  $1,342.65
Jan-49             $5,317.90        $4,363.02         $4,080.90        $2,549.21     $1,259.17  $1,340.78
Feb-49             $5,062.01        $4,234.22         $3,960.25        $2,561.66     $1,260.28  $1,325.89
Mar-49             $5,380.23        $4,459.50         $4,090.27        $2,580.74     $1,261.51  $1,329.61
Apr-49             $5,199.36        $4,316.72         $4,016.94        $2,583.71     $1,262.67  $1,331.47
May-49             $4,906.05        $4,195.58         $3,913.38        $2,588.73     $1,263.95  $1,329.61
Jun-49             $4,858.85        $4,172.30         $3,918.90        $2,631.98     $1,265.16  $1,331.47
Jul-49             $5,184.79        $4,435.85         $4,173.51        $2,640.78     $1,266.26  $1,322.16
Aug-49             $5,317.75        $4,534.47         $4,265.08        $2,670.12     $1,267.41  $1,325.89
Sep-49             $5,577.93        $4,736.17         $4,377.18        $2,667.08     $1,268.50  $1,331.47
Oct-49             $5,841.35        $4,871.87         $4,526.08        $2,672.09     $1,269.64  $1,324.03
Nov-49             $5,850.62        $4,966.59         $4,605.09        $2,677.71     $1,270.70  $1,325.89
Dec-49             $6,254.13        $5,281.43         $4,828.75        $2,691.60     $1,271.84  $1,318.44
Jan-50             $6,561.56        $5,432.96         $4,923.82        $2,675.13     $1,273.02  $1,312.85
Feb-50             $6,706.48        $5,522.59         $5,022.01        $2,680.79     $1,274.10  $1,309.13
Mar-50             $6,681.57        $5,523.15         $5,057.01        $2,682.99     $1,275.32  $1,314.71
Apr-50             $6,956.41        $5,747.29         $5,302.69        $2,691.04     $1,276.41  $1,316.58
May-50             $7,133.70        $5,902.94         $5,572.67        $2,699.95     $1,277.73  $1,322.16
Jun-50             $6,579.50        $5,475.03         $5,267.03        $2,693.20     $1,278.97  $1,329.61
Jul-50             $6,968.59        $5,665.12         $5,329.55        $2,708.14     $1,280.23  $1,342.65
Aug-50             $7,337.80        $5,913.12         $5,565.56        $2,711.92     $1,281.47  $1,353.82
Sep-50             $7,720.24        $6,278.31         $5,894.90        $2,692.29     $1,282.77  $1,363.13
Oct-50             $7,674.87        $6,203.99         $5,949.46        $2,679.44     $1,284.26  $1,370.58
Nov-50             $7,922.34        $6,425.10         $6,049.99        $2,688.83     $1,285.62  $1,376.17
Dec-50             $8,677.42        $6,879.51         $6,360.08        $2,693.19     $1,287.04  $1,394.79
Jan-51             $9,398.03        $7,391.97         $6,765.18        $2,708.76     $1,288.66  $1,417.13
Feb-51             $9,455.16        $7,472.68         $6,871.38        $2,688.75     $1,290.01  $1,433.89
Mar-51             $9,003.91        $7,227.83         $6,764.21        $2,646.45     $1,291.39  $1,439.48
Apr-51             $9,334.12        $7,553.25         $7,108.74        $2,629.91     $1,293.05  $1,441.34
May-51             $9,025.61        $7,398.51         $6,896.40        $2,611.74     $1,294.66  $1,446.93
Jun-51             $8,548.47        $7,070.06         $6,739.37        $2,595.65     $1,296.16  $1,445.07
Jul-51             $8,867.34        $7,574.71         $7,218.46        $2,631.56     $1,297.91  $1,446.93
Aug-51             $9,403.43        $7,869.24         $7,563.27        $2,657.50     $1,299.64  $1,446.93
Sep-51             $9,605.66        $8,050.96         $7,573.02        $2,636.37     $1,301.22  $1,456.24
Oct-51             $9,392.15        $7,863.88         $7,494.88        $2,639.06     $1,303.25  $1,463.69
Nov-51             $9,314.04        $8,018.98         $7,566.75        $2,603.17     $1,304.65  $1,471.14
Dec-51             $9,354.57        $8,166.06         $7,887.55        $2,587.32     $1,306.26  $1,476.72
Jan-52             $9,533.32        $8,293.08         $8,030.23        $2,594.61     $1,308.28  $1,476.72
Feb-52             $9,247.79        $8,140.34         $7,804.03        $2,598.23     $1,309.78  $1,467.41
Mar-52             $9,410.00        $8,437.24         $8,196.58        $2,626.99     $1,311.19  $1,467.41
Apr-52             $8,921.53        $8,032.54         $7,866.97        $2,671.84     $1,312.72  $1,473.00
May-52             $8,949.87        $8,253.96         $8,136.85        $2,662.89     $1,314.44  $1,474.86
Jun-52             $9,193.01        $8,535.68         $8,535.84        $2,663.69     $1,316.39  $1,478.59
Jul-52             $9,296.25        $8,657.79         $8,703.41        $2,658.47     $1,318.38  $1,489.76
Aug-52             $9,291.10        $8,635.01         $8,641.73        $2,639.88     $1,320.31  $1,491.62
Sep-52             $9,141.68        $8,480.39         $8,489.82        $2,605.57     $1,322.47  $1,489.76
Oct-52             $9,047.49        $8,412.38         $8,507.11        $2,644.06     $1,324.31  $1,491.62
Nov-52             $9,485.88        $8,879.80         $8,992.83        $2,639.99     $1,325.70  $1,491.62
Dec-52             $9,637.73        $9,128.97         $9,336.29        $2,617.33     $1,327.89  $1,489.76
Jan-53            $10,031.94        $9,251.10         $9,290.61        $2,620.42     $1,330.04  $1,486.04
Feb-53            $10,301.71        $9,314.08         $9,192.00        $2,597.67     $1,331.90  $1,478.59
Mar-53            $10,232.76        $9,222.82         $8,996.79        $2,574.78     $1,334.35  $1,482.31
Apr-53             $9,938.64        $8,993.10         $8,783.34        $2,547.72     $1,336.52  $1,484.17
May-53            $10,079.26        $9,025.92         $8,851.13        $2,510.14     $1,338.82  $1,487.90
Jun-53             $9,589.21        $8,783.14         $8,732.10        $2,566.02     $1,341.28  $1,493.48
Jul-53             $9,734.91        $8,926.88         $8,970.85        $2,576.11     $1,343.23  $1,497.21
Aug-53             $9,123.38        $8,492.99         $8,521.40        $2,574.18     $1,345.47  $1,500.93
Sep-53             $8,884.04        $8,454.98         $8,550.64        $2,651.23     $1,347.65  $1,502.80
Oct-53             $9,143.04        $8,818.08         $9,012.04        $2,670.95     $1,349.34  $1,506.52
Nov-53             $9,258.36        $9,055.16         $9,195.66        $2,657.75     $1,350.38  $1,500.93
Dec-53             $9,012.51        $9,031.92         $9,243.94        $2,712.53     $1,352.10  $1,499.07
Jan-54             $9,694.17        $9,614.79         $9,739.48        $2,736.75     $1,353.58  $1,502.80
Feb-54             $9,785.62        $9,808.39         $9,847.78        $2,802.33     $1,354.54  $1,500.93
Mar-54             $9,964.71       $10,152.14        $10,167.88        $2,818.67     $1,355.59  $1,499.07
Apr-54            $10,104.46       $10,387.65        $10,692.50        $2,847.92     $1,356.80  $1,495.35
May-54            $10,560.58       $10,843.02        $11,138.97        $2,823.14     $1,357.49  $1,500.93
Jun-54            $10,651.22       $11,023.48        $11,173.31        $2,869.05     $1,358.29  $1,502.80
Jul-54            $11,511.62       $11,728.34        $11,831.24        $2,907.62     $1,358.98  $1,502.80
Aug-54            $11,528.22       $11,545.73        $11,505.57        $2,897.16     $1,359.66  $1,500.93
Sep-54            $12,000.47       $12,081.24        $12,485.26        $2,894.35     $1,360.84  $1,497.21
Oct-54            $12,082.27       $12,036.58        $12,276.59        $2,896.16     $1,361.79  $1,493.49
Nov-54            $13,023.69       $13,216.38        $13,392.65        $2,888.95     $1,362.65  $1,495.35
Dec-54            $14,472.54       $14,096.06        $14,108.43        $2,907.48     $1,363.78  $1,491.62
Jan-55            $14,763.65       $14,230.58        $14,386.83        $2,837.38     $1,364.89  $1,491.62
Feb-55            $15,471.44       $14,784.93        $14,528.23        $2,815.17     $1,366.05  $1,491.62
Mar-55            $15,602.39       $14,723.67        $14,484.76        $2,839.75     $1,367.40  $1,491.62
Apr-55            $15,836.67       $15,077.00        $15,058.92        $2,839.99     $1,368.83  $1,491.62
May-55            $15,959.95       $15,192.07        $15,142.22        $2,860.69     $1,370.73  $1,491.62
Jun-55            $16,428.16       $15,765.27        $16,416.40        $2,838.92     $1,372.13  $1,491.62
Jul-55            $16,532.97       $15,811.24        $17,436.68        $2,809.88     $1,373.50  $1,497.21
Aug-55            $16,487.00       $15,967.76        $17,392.60        $2,811.03     $1,375.67  $1,493.48
Sep-55            $16,667.25       $15,726.37        $17,618.16        $2,831.54     $1,377.90  $1,499.07
Oct-55            $16,384.45       $15,424.13        $17,117.89        $2,872.35     $1,380.40  $1,499.07
Nov-55            $17,151.90       $16,408.97        $18,532.93        $2,859.43     $1,382.75  $1,500.93
Dec-55            $17,430.84       $16,747.90        $18,561.43        $2,869.90     $1,385.25  $1,497.21
Jan-56            $17,348.40       $16,232.48        $17,916.59        $2,893.75     $1,388.30  $1,495.35
Feb-56            $17,830.35       $16,832.65        $18,656.63        $2,893.11     $1,390.95  $1,495.35
Mar-56            $18,598.07       $17,749.00        $19,981.61        $2,850.03     $1,393.06  $1,497.21
Apr-56            $18,685.06       $17,812.91        $19,973.36        $2,817.86     $1,395.64  $1,499.07
May-56            $17,941.88       $17,171.26        $18,788.50        $2,881.37     $1,398.85  $1,506.52
Jun-56            $18,041.87       $17,685.33        $19,557.49        $2,889.22     $1,401.62  $1,515.83
Jul-56            $18,552.33       $18,497.56        $20,594.29        $2,828.95     $1,404.65  $1,527.00
Aug-56            $18,303.24       $18,046.94        $19,918.80        $2,776.19     $1,406.98  $1,525.14
Sep-56            $17,826.52       $17,334.29        $19,042.55        $2,789.95     $1,409.57  $1,527.00
Oct-56            $18,012.73       $17,472.01        $19,168.52        $2,774.77     $1,413.06  $1,536.31
Nov-56            $18,108.43       $17,699.20        $19,071.79        $2,758.84     $1,415.95  $1,536.31
Dec-56            $18,177.39       $18,117.87        $19,778.31        $2,709.57     $1,419.31  $1,540.04
Jan-57            $18,606.52       $17,948.81        $18,985.81        $2,803.25     $1,423.10  $1,541.90
Feb-57            $18,234.26       $17,605.52        $18,484.85        $2,810.27     $1,426.50  $1,547.49
Mar-57            $18,539.52       $17,988.55        $18,882.24        $2,803.52     $1,429.79  $1,551.21
Apr-57            $18,999.99       $18,558.99        $19,614.25        $2,741.42     $1,433.39  $1,556.80
May-57            $19,143.25       $19,011.64        $20,471.88        $2,735.17     $1,437.06  $1,560.52
Jun-57            $19,283.36       $18,759.35        $20,480.52        $2,685.83     $1,440.52  $1,569.83
Jul-57            $19,166.90       $18,824.43        $20,748.57        $2,674.85     $1,444.78  $1,577.28
Aug-57            $18,427.37       $17,718.59        $19,700.54        $2,675.32     $1,448.42  $1,579.14
Sep-57            $17,594.67       $16,833.21        $18,515.55        $2,695.66     $1,452.14  $1,581.01
Oct-57            $16,130.60       $15,935.43        $17,956.86        $2,682.13     $1,456.34  $1,581.01
Nov-57            $16,313.52       $16,436.53        $18,372.33        $2,825.04     $1,460.37  $1,586.59
Dec-57            $15,528.92       $15,797.84        $17,645.72        $2,911.66     $1,463.87  $1,586.59
Jan-58            $17,244.89       $17,232.73        $18,431.15        $2,887.09     $1,467.92  $1,595.91
Feb-58            $16,951.71       $17,072.29        $18,170.37        $2,916.09     $1,469.69  $1,597.77
Mar-58            $17,750.17       $17,748.51        $18,766.56        $2,945.87     $1,471.08  $1,608.94
Apr-58            $18,417.61       $18,230.88        $19,399.53        $3,000.77     $1,472.27  $1,612.67
May-58            $19,131.20       $18,883.14        $19,810.40        $3,001.03     $1,473.88  $1,612.67
Jun-58            $19,751.58       $19,466.06        $20,363.05        $2,953.10     $1,474.32  $1,614.53
Jul-58            $20,722.39       $20,452.56        $21,276.78        $2,870.98     $1,475.30  $1,616.39
Aug-58            $21,610.12       $21,045.51        $21,650.99        $2,745.94     $1,475.97  $1,614.53
Sep-58            $22,729.50       $22,049.97        $22,734.67        $2,713.82     $1,478.78  $1,614.53
Oct-58            $23,654.71       $22,740.22        $23,347.78        $2,751.40     $1,481.50  $1,614.53
Nov-58            $24,828.29       $23,702.15        $24,011.86        $2,784.52     $1,483.11  $1,616.39
Dec-58            $25,605.12       $24,646.97        $25,297.55        $2,734.23     $1,486.43  $1,614.53
Jan-59            $27,076.41       $25,315.15        $25,430.44        $2,712.28     $1,489.48  $1,616.39
Feb-59            $27,875.19       $26,097.69        $25,554.33        $2,744.12     $1,492.28  $1,614.53
Mar-59            $27,950.57       $26,298.43        $25,605.06        $2,748.69     $1,495.53  $1,614.53
Apr-59            $28,276.78       $27,158.99        $26,635.00        $2,716.58     $1,498.51  $1,616.39
May-59            $28,315.32       $27,464.48        $27,273.23        $2,715.09     $1,501.79  $1,618.25
Jun-59            $28,196.14       $27,631.22        $27,212.81        $2,717.93     $1,505.47  $1,625.70
Jul-59            $29,118.49       $28,420.42        $28,199.50        $2,734.22     $1,509.27  $1,629.42
Aug-59            $28,862.77       $27,987.43        $27,910.57        $2,722.96     $1,512.08  $1,627.56
Sep-59            $27,618.88       $26,650.95        $26,674.27        $2,707.57     $1,516.74  $1,633.15
Oct-59            $28,245.19       $27,355.76        $27,016.60        $2,748.29     $1,521.31  $1,638.73
Nov-59            $28,873.02       $27,996.95        $27,519.17        $2,715.67     $1,525.20  $1,638.73
Dec-59            $29,803.92       $28,267.43        $28,321.90        $2,672.51     $1,530.31  $1,638.73
Jan-60            $28,890.64       $26,746.13        $26,340.44        $2,702.40     $1,535.39  $1,636.87
Feb-60            $29,034.11       $27,007.66        $26,728.86        $2,757.50     $1,539.78  $1,638.74
Mar-60            $28,119.65       $26,463.78        $26,400.23        $2,835.27     $1,545.12  $1,638.74
Apr-60            $27,594.12       $26,124.25        $25,975.66        $2,787.13     $1,548.13  $1,648.05
May-60            $28,158.42       $26,938.70        $26,821.30        $2,829.42     $1,552.37  $1,648.05
Jun-60            $29,115.98       $27,607.05        $27,388.19        $2,878.25     $1,556.07  $1,651.77
Jul-60            $28,564.61       $27,199.04        $26,748.24        $2,984.04     $1,558.14  $1,651.77
Aug-60            $30,063.51       $28,019.96        $27,596.32        $2,963.96     $1,560.72  $1,651.77
Sep-60            $27,844.01       $26,488.59        $25,968.44        $2,986.26     $1,563.18  $1,653.63
Oct-60            $26,728.13       $25,998.05        $25,949.04        $2,977.87     $1,566.56  $1,661.08
Nov-60            $27,896.26       $27,593.75        $27,154.40        $2,958.21     $1,568.62  $1,662.94
Dec-60            $28,822.97       $28,858.35        $28,454.91        $3,040.75     $1,571.06  $1,662.94
Jan-61            $31,460.21       $31,170.31        $30,291.19        $3,008.21     $1,574.00  $1,662.94
Feb-61            $33,313.91       $32,876.41        $31,257.08        $3,068.39     $1,576.26  $1,662.94
Mar-61            $35,375.95       $34,440.64        $32,099.62        $3,056.89     $1,579.47  $1,662.94
Apr-61            $35,825.15       $34,448.39        $32,262.43        $3,092.08     $1,582.23  $1,662.94
May-61            $37,355.42       $35,742.20        $33,033.05        $3,077.89     $1,585.04  $1,662.94
Jun-61            $35,325.75       $34,344.89        $32,124.84        $3,054.89     $1,588.23  $1,664.81
Jul-61            $35,436.32       $34,885.07        $33,223.15        $3,065.47     $1,591.12  $1,672.25
Aug-61            $35,898.16       $36,051.52        $34,029.35        $3,053.91     $1,593.37  $1,670.39
Sep-61            $34,682.36       $35,143.06        $33,404.46        $3,093.35     $1,596.05  $1,674.12
Oct-61            $35,589.90       $36,202.80        $34,400.65        $3,115.35     $1,599.01  $1,674.12
Nov-61            $37,771.88       $37,603.31        $35,939.70        $3,109.06     $1,601.48  $1,674.12
Dec-61            $38,071.63       $37,242.24        $36,106.00        $3,070.35     $1,604.47  $1,674.12
Jan-62            $38,590.93       $36,434.94        $34,783.87        $3,066.02     $1,608.33  $1,674.12
Feb-62            $39,314.32       $36,985.43        $35,511.48        $3,097.60     $1,611.58  $1,677.84
Mar-62            $39,537.39       $36,644.98        $35,349.05        $3,176.06     $1,614.86  $1,681.57
Apr-62            $36,463.91       $34,305.05        $33,204.21        $3,202.11     $1,618.49  $1,685.29
May-62            $32,785.54       $30,881.79        $30,511.84        $3,216.76     $1,622.38  $1,685.29
Jun-62            $30,212.73       $28,212.06        $28,060.86        $3,192.48     $1,625.55  $1,685.29
Jul-62            $32,517.57       $29,842.49        $29,890.57        $3,157.71     $1,629.88  $1,689.01
Aug-62            $33,457.94       $30,590.13        $30,511.69        $3,216.80     $1,633.70  $1,689.01
Sep-62            $31,253.77       $28,948.54        $29,092.41        $3,236.36     $1,637.07  $1,698.33
Oct-62            $30,087.19       $28,641.60        $29,278.54        $3,263.46     $1,641.25  $1,696.46
Nov-62            $33,841.80       $32,374.78        $32,459.19        $3,270.37     $1,644.53  $1,696.46
Dec-62            $33,540.10       $32,500.33        $32,954.48        $3,281.79     $1,648.33  $1,694.60
Jan-63            $36,579.94       $34,507.58        $34,620.50        $3,281.46     $1,652.46  $1,696.46
Feb-63            $36,705.11       $33,900.56        $33,794.21        $3,283.94     $1,656.21  $1,698.33
Mar-63            $37,251.07       $34,648.33        $35,045.27        $3,286.78     $1,660.00  $1,700.19
Apr-63            $38,412.18       $36,161.39        $36,798.34        $3,282.90     $1,664.21  $1,700.19
May-63            $40,088.18       $37,086.69        $37,510.06        $3,290.30     $1,668.25  $1,700.19
Jun-63            $39,613.50       $36,408.30        $36,805.43        $3,296.66     $1,672.02  $1,707.64
Jul-63            $39,743.63       $35,854.68        $36,725.86        $3,306.87     $1,676.50  $1,715.09
Aug-63            $41,799.21       $37,855.33        $38,691.50        $3,313.97     $1,680.66  $1,715.09
Sep-63            $41,118.30       $37,082.70        $38,317.93        $3,315.43     $1,685.25  $1,715.09
Oct-63            $42,090.09       $37,490.58        $39,616.57        $3,306.87     $1,690.17  $1,716.95
Nov-63            $41,642.25       $37,310.51        $39,434.57        $3,323.67     $1,694.74  $1,718.81
Dec-63            $41,443.95       $37,867.48        $40,468.50        $3,321.61     $1,699.70  $1,722.54
Jan-64            $42,580.55       $38,348.97        $41,612.10        $3,317.09     $1,704.72  $1,724.40
Feb-64            $44,134.02       $39,386.84        $42,222.47        $3,313.47     $1,709.20  $1,722.54
Mar-64            $45,099.18       $40,628.51        $42,917.11        $3,325.70     $1,714.54  $1,724.40
Apr-64            $45,520.14       $40,487.61        $43,237.70        $3,341.24     $1,719.57  $1,726.26
May-64            $46,233.80       $41,130.43        $43,939.67        $3,358.02     $1,723.96  $1,726.26
Jun-64            $46,985.47       $41,895.01        $44,721.49        $3,381.19     $1,729.22  $1,729.99
Jul-64            $48,856.86       $42,858.47        $45,591.95        $3,383.75     $1,734.35  $1,733.71
Aug-64            $48,715.32       $42,740.73        $45,054.78        $3,390.49     $1,739.27  $1,731.85
Sep-64            $50,675.87       $44,257.99        $46,409.22        $3,407.28     $1,744.15  $1,735.57
Oct-64            $51,716.09       $45,139.92        $46,855.77        $3,421.99     $1,749.26  $1,737.44
Nov-64            $51,772.05       $45,238.19        $46,877.84        $3,427.78     $1,754.33  $1,741.16
Dec-64            $51,192.67       $45,060.85        $47,138.81        $3,438.07     $1,759.79  $1,743.02
Jan-65            $53,901.63       $47,461.24        $48,762.93        $3,451.81     $1,764.77  $1,743.02
Feb-65            $56,003.09       $48,870.75        $48,913.31        $3,456.63     $1,770.03  $1,743.02
Mar-65            $57,335.46       $48,899.73        $48,264.33        $3,475.18     $1,776.38  $1,744.89
Apr-65            $60,252.06       $50,534.30        $49,984.04        $3,487.86     $1,781.81  $1,750.47
May-65            $59,781.61       $50,269.96        $49,832.58        $3,494.06     $1,787.35  $1,754.20
Jun-65            $54,397.50       $46,496.99        $47,476.80        $3,510.60     $1,793.67  $1,763.51
Jul-65            $56,837.34       $47,958.95        $48,176.65        $3,518.31     $1,799.23  $1,765.37
Aug-65            $60,219.61       $50,062.14        $49,487.73        $3,513.77     $1,805.17  $1,761.65
Sep-65            $62,310.38       $51,631.49        $51,139.78        $3,501.90     $1,810.81  $1,765.37
Oct-65            $65,875.96       $53,814.37        $52,617.82        $3,511.39     $1,816.51  $1,767.23
Nov-65            $68,319.04       $55,647.99        $52,452.71        $3,489.55     $1,822.87  $1,770.96
Dec-65            $72,567.39       $56,688.71        $53,008.08        $3,462.47     $1,828.90  $1,776.54
Jan-66            $78,050.58       $58,355.59        $53,334.98        $3,426.53     $1,835.83  $1,776.54
Feb-66            $80,479.36       $58,637.39        $52,634.43        $3,340.86     $1,842.21  $1,787.72
Mar-66            $78,934.80       $57,188.63        $51,555.42        $3,439.89     $1,849.30  $1,793.30
Apr-66            $81,644.63       $59,145.23        $52,687.89        $3,418.32     $1,855.62  $1,800.75
May-66            $73,797.11       $55,298.54        $50,095.75        $3,398.02     $1,863.28  $1,802.61
Jun-66            $73,708.56       $55,090.01        $49,362.90        $3,392.68     $1,870.28  $1,808.20
Jul-66            $73,617.01       $54,321.40        $48,768.72        $3,380.16     $1,876.90  $1,813.79
Aug-66            $65,669.10       $49,741.56        $45,233.57        $3,310.46     $1,884.60  $1,823.10
Sep-66            $64,594.88       $49,148.54        $44,993.02        $3,420.45     $1,892.15  $1,826.82
Oct-66            $63,901.91       $50,335.62        $47,214.46        $3,498.48     $1,900.72  $1,834.27
Nov-66            $67,041.28       $52,094.00        $47,661.86        $3,446.53     $1,908.28  $1,834.27
Dec-66            $67,479.13       $53,393.22        $47,673.73        $3,588.91     $1,915.95  $1,836.13
Jan-67            $79,884.02       $59,579.68        $51,477.90        $3,644.23     $1,924.21  $1,836.13
Feb-67            $83,474.81       $60,163.50        $51,846.43        $3,563.77     $1,931.08  $1,837.99
Mar-67            $88,606.34       $63,657.98        $53,967.37        $3,634.32     $1,938.61  $1,841.72
Apr-67            $91,003.40       $66,184.57        $56,324.71        $3,528.49     $1,944.90  $1,845.44
May-67            $90,232.33       $65,230.65        $53,640.62        $3,514.80     $1,951.39  $1,851.03
Jun-67            $99,410.67       $68,071.18        $54,658.29        $3,405.14     $1,956.58  $1,856.61
Jul-67           $108,862.34       $71,990.65        $57,215.09        $3,428.38     $1,962.74  $1,865.93
Aug-67           $109,084.97       $72,150.04        $56,816.53        $3,399.47     $1,968.85  $1,871.51
Sep-67           $115,244.34       $74,213.46        $58,758.12        $3,397.95     $1,975.16  $1,875.24
Oct-67           $111,661.86       $71,356.76        $57,135.93        $3,262.06     $1,982.94  $1,880.82
Nov-67           $112,964.50       $71,876.38        $57,507.08        $3,197.96     $1,989.98  $1,886.41
Dec-67           $123,870.43       $74,622.70        $59,103.82        $3,259.41     $1,996.61  $1,892.00
Jan-68           $125,779.40       $72,803.10        $56,591.91        $3,366.26     $2,004.68  $1,899.44
Feb-68           $116,860.64       $69,288.61        $55,113.34        $3,355.08     $2,012.45  $1,905.03
Mar-68           $115,586.15       $69,409.79        $55,717.76        $3,284.09     $2,020.10  $1,914.34
Apr-68           $132,468.44       $77,068.68        $60,362.95        $3,358.56     $2,028.77  $1,919.93
May-68           $145,697.66       $80,528.83        $61,334.07        $3,372.95     $2,037.82  $1,925.52
Jun-68           $146,136.79       $81,731.45        $61,980.47        $3,450.53     $2,046.48  $1,936.69
Jul-68           $141,088.06       $78,697.82        $60,916.14        $3,550.30     $2,056.24  $1,946.00
Aug-68           $146,266.41       $80,475.53        $61,913.34        $3,549.27     $2,064.92  $1,951.59
Sep-68           $155,033.92       $85,280.72        $64,387.09        $3,512.96     $2,073.71  $1,957.18
Oct-68           $155,505.37       $86,279.44        $64,945.26        $3,466.49     $2,082.76  $1,968.35
Nov-68           $167,387.54       $92,663.60        $68,393.20        $3,373.27     $2,091.61  $1,975.80
Dec-68           $168,428.52       $90,068.47        $65,641.54        $3,250.92     $2,100.55  $1,981.38
Jan-69           $165,633.62       $89,305.77        $65,192.81        $3,184.09     $2,111.61  $1,986.97
Feb-69           $149,238.05       $83,279.95        $62,414.49        $3,197.35     $2,121.35  $1,994.42
Mar-69           $155,141.90       $84,835.12        $64,653.36        $3,200.65     $2,131.19  $2,011.18
Apr-69           $161,264.89       $85,996.26        $66,131.02        $3,337.18     $2,142.55  $2,024.22
May-69           $164,062.67       $85,993.94        $66,303.22        $3,173.59     $2,152.91  $2,029.80
Jun-69           $144,953.97       $78,521.41        $62,707.99        $3,241.62     $2,163.93  $2,042.84
Jul-69           $129,448.82       $72,910.50        $59,024.21        $3,267.31     $2,175.43  $2,052.15
Aug-69           $138,925.38       $77,050.80        $61,704.50        $3,244.83     $2,186.41  $2,061.46
Sep-69           $135,301.37       $76,235.83        $60,250.87        $3,072.50     $2,200.00  $2,070.77
Oct-69           $143,552.05       $82,457.13        $63,013.67        $3,184.72     $2,213.12  $2,078.22
Nov-69           $135,552.18       $79,262.00        $61,140.91        $3,107.21     $2,224.53  $2,089.39
Dec-69           $126,233.24       $77,439.21        $60,059.02        $3,085.98     $2,238.85  $2,102.43
Jan-70           $118,554.47       $71,743.33        $55,593.75        $3,079.38     $2,252.38  $2,109.88
Feb-70           $123,144.90       $76,296.02        $58,850.10        $3,260.13     $2,266.30  $2,121.05
Mar-70           $119,640.94       $75,932.54        $59,027.65        $3,238.03     $2,279.23  $2,132.22
Apr-70            $98,969.62       $66,256.69        $53,778.85        $3,104.23     $2,290.72  $2,145.26
May-70            $88,762.28       $60,440.41        $50,836.61        $2,958.83     $2,302.79  $2,154.57
Jun-70            $80,518.58       $57,121.56        $48,386.08        $3,102.74     $2,316.17  $2,165.74
Jul-70            $84,975.44       $61,881.56        $52,025.68        $3,201.86     $2,328.29  $2,173.19
Aug-70            $93,037.06       $65,661.60        $54,671.97        $3,195.71     $2,340.72  $2,176.92
Sep-70           $103,140.05       $70,483.98        $56,569.91        $3,268.53     $2,353.29  $2,188.09
Oct-70            $95,856.19       $67,678.37        $56,019.03        $3,233.04     $2,364.11  $2,199.26
Nov-70            $97,170.38       $70,778.92        $59,020.19        $3,488.84     $2,374.88  $2,206.71
Dec-70           $104,225.92       $76,909.57        $62,465.32        $3,459.57     $2,384.93  $2,217.89
Jan-71           $120,819.94       $82,831.30        $65,081.87        $3,634.50     $2,394.05  $2,219.75
Feb-71           $124,647.15       $84,585.92        $65,998.22        $3,575.22     $2,401.99  $2,223.47
Mar-71           $131,675.51       $88,875.36        $68,522.19        $3,763.34     $2,409.14  $2,230.92
Apr-71           $134,922.76       $91,798.55        $71,104.31        $3,656.80     $2,415.79  $2,238.37
May-71           $126,760.20       $88,689.80        $68,491.37        $3,654.64     $2,422.88  $2,249.54
Jun-71           $122,710.47       $88,898.93        $68,635.75        $3,596.65     $2,431.93  $2,262.58
Jul-71           $115,802.24       $84,515.94        $65,895.81        $3,607.30     $2,441.70  $2,268.17
Aug-71           $122,555.36       $88,983.03        $68,612.17        $3,777.15     $2,453.12  $2,273.75
Sep-71           $119,780.46       $88,594.36        $68,231.09        $3,854.03     $2,462.13  $2,275.62
Oct-71           $113,179.72       $84,848.50        $65,476.61        $3,918.32     $2,471.18  $2,279.34
Nov-71           $108,954.49       $83,513.32        $65,650.31        $3,900.02     $2,480.39  $2,283.07
Dec-71           $121,422.81       $92,476.47        $71,405.81        $3,917.26     $2,489.54  $2,292.38
Jan-72           $135,141.77       $95,480.85        $72,790.73        $3,892.39     $2,496.71  $2,294.24
Feb-72           $139,140.61       $98,366.66        $74,968.70        $3,926.66     $2,502.90  $2,305.41
Mar-72           $137,144.08       $99,415.25        $75,510.35        $3,894.54     $2,509.72  $2,309.14
Apr-72           $138,911.87       $99,357.59        $75,940.00        $3,905.10     $2,516.95  $2,314.72
May-72           $136,257.40       $99,481.89        $77,604.53        $4,010.68     $2,524.53  $2,322.17
Jun-72           $132,099.51       $96,070.65        $76,010.38        $3,984.77     $2,531.94  $2,327.76
Jul-72           $126,644.59       $93,923.57        $76,287.06        $4,070.66     $2,539.85  $2,337.07
Aug-72           $129,005.25       $97,029.43        $79,270.64        $4,082.27     $2,547.11  $2,340.79
Sep-72           $124,506.32       $94,999.19        $78,985.19        $4,048.56     $2,555.81  $2,350.11
Oct-72           $122,328.58       $94,994.91        $79,828.28        $4,143.44     $2,565.97  $2,357.56
Nov-72           $129,576.42      $101,508.05        $83,856.17        $4,237.15     $2,575.48  $2,363.14
Dec-72           $126,806.86      $100,224.18        $84,955.86        $4,140.00     $2,585.13  $2,370.59
Jan-73           $121,328.67       $94,000.36        $83,602.94        $4,007.10     $2,596.43  $2,378.04
Feb-73           $111,635.00       $88,167.26        $80,821.72        $4,012.70     $2,607.20  $2,394.80
Mar-73           $109,318.35       $85,821.57        $80,807.26        $4,045.60     $2,619.09  $2,417.15
Apr-73           $102,526.51       $80,438.92        $77,619.00        $4,064.01     $2,632.74  $2,433.91
May-73            $94,210.58       $75,668.65        $76,537.85        $4,021.50     $2,646.10  $2,448.80
Jun-73            $91,476.50       $73,060.81        $76,144.06        $4,013.01     $2,659.71  $2,465.56
Jul-73           $102,397.51       $80,435.28        $79,145.74        $3,839.17     $2,676.72  $2,471.15
Aug-73            $97,836.73       $78,395.76        $76,629.93        $3,989.46     $2,695.45  $2,515.84
Sep-73           $108,242.05       $87,304.97        $79,812.76        $4,116.29     $2,713.83  $2,523.29
Oct-73           $109,155.18       $86,536.25        $79,834.86        $4,204.89     $2,731.53  $2,543.78
Nov-73            $87,736.64       $72,273.34        $71,194.50        $4,128.11     $2,746.77  $2,562.40
Dec-73            $87,617.94       $74,096.58        $72,500.28        $4,094.17     $2,764.29  $2,579.16
Jan-74            $99,238.35       $77,597.20        $71,883.44        $4,060.27     $2,781.61  $2,601.51
Feb-74            $98,393.04       $78,422.45        $72,017.43        $4,050.49     $2,797.77  $2,635.03
Mar-74            $97,661.29       $76,398.60        $70,453.14        $3,932.34     $2,813.37  $2,664.82
Apr-74            $93,129.42       $71,613.14        $67,821.86        $3,832.97     $2,834.59  $2,679.72
May-74            $85,745.19       $67,059.26        $65,974.46        $3,879.99     $2,855.95  $2,709.52
Jun-74            $84,485.16       $64,828.81        $65,126.69        $3,897.31     $2,873.15  $2,735.59
Jul-74            $82,636.96       $62,286.16        $60,182.73        $3,886.00     $2,893.40  $2,756.07
Aug-74            $77,008.81       $56,978.07        $55,197.25        $3,795.73     $2,910.63  $2,791.45
Sep-74            $71,978.13       $52,524.09        $48,740.33        $3,889.60     $2,934.11  $2,824.97
Oct-74            $79,628.61       $59,963.29        $56,817.67        $4,079.89     $2,948.94  $2,849.18
Nov-74            $76,143.03       $58,602.12        $54,272.81        $4,200.45     $2,964.84  $2,873.39
Dec-74            $70,142.43       $56,245.91        $53,310.99        $4,272.46     $2,985.52  $2,893.88
Jan-75            $89,551.12       $69,134.37        $59,982.65        $4,368.47     $3,002.91  $2,906.91
Feb-75            $92,105.21       $72,559.98        $64,026.68        $4,425.90     $3,015.96  $2,927.40
Mar-75            $97,799.15       $77,448.49        $65,541.23        $4,307.68     $3,028.43  $2,938.57
Apr-75           $102,990.23       $81,197.85        $68,772.67        $4,229.33     $3,041.69  $2,953.47
May-75           $109,821.37       $86,138.34        $72,270.38        $4,319.04     $3,054.94  $2,966.51
Jun-75           $118,052.59       $92,213.50        $75,608.40        $4,445.13     $3,067.43  $2,990.72
Jul-75           $115,055.82       $87,109.76        $70,628.23        $4,406.51     $3,082.29  $3,022.37
Aug-75           $108,456.45       $84,179.48        $69,609.56        $4,376.54     $3,097.10  $3,031.68
Sep-75           $106,487.86       $81,058.94        $67,326.09        $4,333.61     $3,113.42  $3,046.58
Oct-75           $105,954.46       $85,745.53        $71,612.74        $4,539.41     $3,130.71  $3,065.20
Nov-75           $109,341.19       $89,288.62        $73,856.65        $4,490.02     $3,143.54  $3,083.82
Dec-75           $107,188.70       $88,838.87        $73,144.31        $4,665.35     $3,158.79  $3,096.86
Jan-76           $135,959.75      $103,215.40        $81,916.14        $4,707.45     $3,173.57  $3,104.31
Feb-76           $154,853.81      $107,034.88        $81,441.02        $4,736.41     $3,184.28  $3,111.76
Mar-76           $154,625.71      $109,076.79        $84,094.70        $4,814.84     $3,197.07  $3,119.21
Apr-76           $149,081.45      $107,647.77        $83,262.50        $4,823.73     $3,210.48  $3,132.24
May-76           $143,698.12      $105,841.66        $82,653.85        $4,747.37     $3,222.50  $3,150.86
Jun-76           $150,298.46      $112,477.19        $86,185.07        $4,845.95     $3,236.51  $3,167.62
Jul-76           $150,975.85      $111,977.79        $85,595.82        $4,883.67     $3,251.58  $3,186.25
Aug-76           $146,591.97      $111,323.95        $85,716.60        $4,986.95     $3,265.26  $3,201.14
Sep-76           $148,123.27      $114,143.90        $87,829.77        $5,059.27     $3,279.52  $3,214.18
Oct-76           $145,028.38      $111,634.45        $86,024.60        $5,101.70     $3,292.92  $3,227.22
Nov-76           $150,881.15      $115,648.49        $85,945.98        $5,274.43     $3,305.96  $3,236.53
Dec-76           $168,690.85      $124,350.80        $90,584.22        $5,447.02     $3,319.33  $3,245.84
Jan-77           $176,275.19      $121,821.51        $86,151.12        $5,235.79     $3,331.26  $3,264.46
Feb-77           $175,587.37      $119,238.65        $84,849.12        $5,210.03     $3,342.97  $3,297.98
Mar-77           $177,879.66      $119,627.49        $83,841.03        $5,257.48     $3,355.55  $3,318.46
Apr-77           $181,941.19      $121,609.12        $83,956.06        $5,294.69     $3,368.15  $3,344.53
May-77           $181,433.94      $120,743.14        $82,698.90        $5,360.91     $3,380.66  $3,363.16
Jun-77           $195,444.81      $127,536.39        $86,625.61        $5,448.97     $3,394.13  $3,385.50
Jul-77           $196,028.21      $125,016.91        $85,316.95        $5,410.77     $3,408.29  $3,400.40
Aug-77           $193,924.44      $122,929.37        $84,185.65        $5,517.94     $3,423.34  $3,413.44
Sep-77           $195,714.55      $123,479.48        $84,187.00        $5,502.21     $3,438.17  $3,426.47
Oct-77           $189,249.12      $119,521.23        $80,690.12        $5,450.99     $3,455.11  $3,435.78
Nov-77           $209,804.23      $127,429.35        $83,675.17        $5,501.86     $3,472.39  $3,452.54
Dec-77           $211,499.66      $128,415.52        $84,076.65        $5,409.54     $3,489.29  $3,465.58
Jan-78           $207,501.68      $122,079.63        $79,062.15        $5,366.10     $3,506.36  $3,484.20
Feb-78           $214,706.55      $121,677.38        $77,785.61        $5,368.30     $3,522.49  $3,508.41
Mar-78           $236,867.70      $128,171.54        $79,933.11        $5,357.18     $3,541.11  $3,532.62
Apr-78           $255,527.90      $137,510.63        $86,887.94        $5,354.61     $3,560.08  $3,564.27
May-78           $276,484.00      $142,893.35        $88,072.39        $5,323.40     $3,578.20  $3,599.66
Jun-78           $271,253.75      $142,291.63        $86,730.08        $5,290.28     $3,597.41  $3,636.90
Jul-78           $289,806.97      $151,427.60        $91,582.71        $5,365.82     $3,617.52  $3,662.97
Aug-78           $317,009.70      $159,887.26        $94,696.44        $5,482.65     $3,637.60  $3,681.59
Sep-78           $316,002.24      $157,544.59        $94,239.90        $5,424.64     $3,660.11  $3,707.66
Oct-78           $239,303.44      $135,703.39        $85,847.09        $5,316.20     $3,685.02  $3,737.46
Nov-78           $256,810.88      $139,940.73        $88,078.25        $5,416.47     $3,710.81  $3,757.94
Dec-78           $261,119.91      $141,555.37        $89,592.23        $5,345.84     $3,739.85  $3,778.43
Jan-79           $295,623.25      $151,371.10        $93,367.65        $5,448.02     $3,768.70  $3,811.95
Feb-79           $287,278.69      $146,157.43        $90,716.94        $5,374.63     $3,796.36  $3,856.64
Mar-79           $319,447.59      $158,316.55        $95,934.07        $5,444.16     $3,827.23  $3,893.88
Apr-79           $331,805.10      $160,382.27        $96,280.39        $5,383.08     $3,857.69  $3,938.58
May-79           $332,955.47      $159,078.20        $94,660.96        $5,523.67     $3,889.17  $3,986.99
Jun-79           $348,676.29      $168,993.86        $98,541.11        $5,695.57     $3,920.68  $4,024.24
Jul-79           $354,641.80      $174,371.08        $99,620.13        $5,647.10     $3,950.71  $4,076.38
Aug-79           $381,457.32      $187,068.78       $105,702.94        $5,627.17     $3,981.01  $4,117.34
Sep-79           $368,351.21      $186,140.92       $105,970.37        $5,558.63     $4,014.02  $4,160.18
Oct-79           $325,826.91      $169,769.45        $99,021.89        $5,091.37     $4,049.04  $4,197.42
Nov-79           $353,795.89      $182,297.25       $104,112.61        $5,249.90     $4,089.01  $4,236.53
Dec-79           $374,613.95      $188,373.22       $106,112.61        $5,279.87     $4,127.90  $4,281.22
Jan-80           $405,926.05      $197,633.65       $112,588.66        $4,888.69     $4,160.79  $4,342.67
Feb-80           $394,410.74      $190,908.17       $112,934.31        $4,660.34     $4,197.65  $4,402.27
Mar-80           $324,303.05      $166,941.18       $101,792.21        $4,513.72     $4,248.25  $4,465.58
Apr-80           $346,794.76      $178,498.35       $106,162.15        $5,201.37     $4,301.59  $4,515.86
May-80           $372,813.73      $192,317.87       $112,129.52        $5,419.18     $4,336.41  $4,560.55
Jun-80           $389,666.41      $200,957.94       $115,445.19        $5,613.48     $4,362.91  $4,610.83
Jul-80           $441,223.56      $218,663.34       $123,249.29        $5,346.28     $4,385.96  $4,614.56
Aug-80           $467,894.20      $223,749.89       $124,865.09        $5,115.48     $4,413.97  $4,644.35
Sep-80           $487,473.23      $230,682.11       $128,368.80        $4,981.66     $4,447.23  $4,687.18
Oct-80           $503,724.61      $233,541.41       $130,762.88        $4,850.69     $4,489.50  $4,728.15
Nov-80           $542,326.04      $251,611.91       $145,085.34        $4,899.28     $4,532.46  $4,770.98
Dec-80           $523,992.16      $246,074.19       $140,513.70        $5,071.50     $4,591.69  $4,811.95
Jan-81           $534,838.80      $242,216.73       $134,359.20        $5,013.07     $4,639.31  $4,851.06
Feb-81           $539,866.29      $248,400.04       $137,153.87        $4,794.75     $4,688.91  $4,901.34
Mar-81           $590,775.68      $269,063.69       $142,365.72        $4,978.98     $4,745.54  $4,936.72
Apr-81           $629,589.64      $269,522.71       $139,333.33        $4,721.32     $4,796.58  $4,968.38
May-81           $656,158.32      $276,433.28       $140,197.19        $5,014.94     $4,851.95  $5,009.35
Jun-81           $661,145.13      $272,431.63       $139,075.62        $4,925.02     $4,917.33  $5,052.18
Jul-81           $640,252.94      $268,528.23       $139,172.97        $4,751.22     $4,978.30  $5,109.91
Aug-81           $596,459.64      $254,070.40       $131,462.79        $4,567.87     $5,042.04  $5,149.01
Sep-81           $552,739.15      $238,454.98       $124,863.36        $4,501.68     $5,104.77  $5,201.16
Oct-81           $593,752.39      $253,224.40       $131,456.14        $4,874.87     $5,166.30  $5,212.33
Nov-81           $610,139.96      $264,781.31       $137,253.36        $5,562.24     $5,221.45  $5,227.23
Dec-81           $596,716.88      $257,891.70       $133,616.14        $5,165.71     $5,267.08  $5,242.13
Jan-82           $585,021.23      $248,913.72       $131,438.20        $5,189.37     $5,308.99  $5,260.75
Feb-82           $567,704.60      $239,928.68       $124,708.56        $5,283.80     $5,358.04  $5,277.51
Mar-82           $562,822.34      $238,960.81       $123,960.31        $5,405.82     $5,410.56  $5,271.92
Apr-82           $584,378.44      $251,047.92       $129,092.27        $5,607.67     $5,471.65  $5,294.27
May-82           $569,885.85      $240,977.14       $125,374.41        $5,626.75     $5,529.58  $5,346.41
Jun-82           $560,824.67      $237,322.23       $123,192.90        $5,501.38     $5,582.51  $5,411.59
Jul-82           $559,983.43      $230,449.38       $120,544.25        $5,777.12     $5,641.17  $5,441.38
Aug-82           $599,070.27      $259,854.72       $135,817.21        $6,228.22     $5,684.17  $5,452.55
Sep-82           $618,659.87      $266,031.47       $137,311.20        $6,613.33     $5,713.26  $5,461.87
Oct-82           $699,394.98      $302,513.70       $152,772.44        $7,032.84     $5,746.98  $5,476.77
Nov-82           $753,877.85      $320,482.41       $159,463.87        $7,031.43     $5,783.42  $5,467.46
Dec-82           $763,829.04      $324,036.23       $162,222.59        $7,250.66     $5,822.39  $5,445.09
Jan-83           $811,792.92      $335,736.86       $167,867.94        $7,026.62     $5,862.36  $5,458.13
Feb-83           $869,616.93      $347,863.00       $172,232.51        $7,372.08     $5,898.62  $5,459.99
Mar-83           $915,267.47      $361,566.37       $178,518.99        $7,302.86     $5,935.94  $5,463.71
Apr-83           $985,448.35      $384,904.39       $192,050.73        $7,558.14     $5,978.32  $5,502.82
May-83         $1,071,149.83      $400,982.62       $191,052.07        $7,266.55     $6,019.61  $5,532.62
Jun-83         $1,108,462.27      $415,459.30       $198,350.26        $7,294.92     $6,059.71  $5,551.24
Jul-83         $1,098,662.35      $403,256.01       $192,141.89        $6,940.09     $6,104.56  $5,573.59
Aug-83         $1,077,053.86      $403,047.93       $195,408.31        $6,953.95     $6,151.05  $5,592.21
Sep-83         $1,091,418.53      $414,779.45       $198,065.86        $7,304.88     $6,197.84  $5,620.14
Oct-83         $1,029,455.43      $402,241.91       $195,411.78        $7,208.75     $6,245.02  $5,635.04
Nov-83         $1,082,532.09      $420,584.54       $199,964.87        $7,341.01     $6,288.95  $5,644.35
Dec-83         $1,066,827.80      $414,793.93       $198,745.09        $7,297.92     $6,334.66  $5,651.80
Jan-84         $1,065,974.33      $402,600.24       $197,453.24        $7,475.67     $6,382.74  $5,683.46
Feb-84           $997,218.99      $381,042.60       $190,976.78        $7,342.61     $6,428.29  $5,709.53
Mar-84         $1,014,570.60      $387,618.26       $194,242.48        $7,227.77     $6,475.09  $5,722.56
Apr-84         $1,005,946.75      $382,893.58       $195,582.75        $7,151.52     $6,527.79  $5,750.49
May-84           $953,536.93      $362,248.72       $185,138.63        $6,782.43     $6,578.95  $5,767.26
Jun-84           $982,143.04      $372,265.62       $189,230.20        $6,883.97     $6,628.51  $5,785.88
Jul-84           $940,893.03      $360,341.96       $186,524.21        $7,361.00     $6,682.77  $5,804.50
Aug-84         $1,034,794.15      $403,719.92       $207,508.18        $7,557.12     $6,738.28  $5,828.71
Sep-84         $1,037,588.10      $406,392.95       $207,549.68        $7,815.95     $6,796.15  $5,856.65
Oct-84         $1,015,072.43      $407,180.54       $208,089.31        $8,254.33     $6,863.82  $5,871.54
Nov-84           $980,966.00      $405,301.40       $205,987.61        $8,351.73     $6,914.16  $5,871.54
Dec-84           $995,680.49      $414,408.12       $211,199.09        $8,427.41     $6,958.59  $5,875.27
Jan-85         $1,101,123.05      $454,735.00       $227,419.19        $8,734.18     $7,003.64  $5,886.44
Feb-85         $1,131,073.60      $460,114.97       $230,534.83        $8,303.67     $7,044.13  $5,910.65
Mar-85         $1,106,868.62      $457,971.76       $230,949.79        $8,558.47     $7,087.52  $5,936.73
Apr-85         $1,087,609.11      $454,417.44       $230,210.75        $8,765.86     $7,138.28  $5,960.93
May-85         $1,117,627.12      $479,285.88       $244,368.71        $9,551.03     $7,185.64  $5,983.28
Jun-85         $1,129,473.97      $490,475.77       $248,254.18        $9,686.43     $7,225.49  $6,001.83
Jul-85         $1,158,840.29      $492,366.07       $247,608.71        $9,512.27     $7,270.62  $6,011.14
Aug-85         $1,150,496.64      $491,075.08       $246,098.30        $9,758.54     $7,310.62  $6,024.18
Sep-85         $1,087,909.62      $468,930.05       $238,198.55        $9,738.15     $7,354.84  $6,042.80
Oct-85         $1,116,304.06      $490,003.30       $248,846.02       $10,066.87     $7,402.56  $6,061.42
Nov-85         $1,185,514.91      $521,864.78       $266,663.40       $10,470.89     $7,447.58  $6,081.90
Dec-85         $1,241,234.11      $543,455.90       $279,116.58       $11,037.11     $7,496.02  $6,096.80
Jan-86         $1,255,135.94      $554,165.78       $280,344.69       $11,009.19     $7,537.93  $6,115.42
Feb-86         $1,345,380.21      $592,859.30       $301,678.92       $12,270.26     $7,577.85  $6,098.66
Mar-86         $1,409,554.85      $622,242.00       $318,391.93       $13,214.73     $7,622.96  $6,070.73
Apr-86         $1,418,576.00      $615,312.71       $314,443.87       $13,109.14     $7,662.67  $6,057.70
May-86         $1,469,644.73      $642,900.26       $331,706.84       $12,446.74     $7,700.47  $6,076.32
Jun-86         $1,473,465.81      $644,909.32       $337,213.18       $13,210.28     $7,740.87  $6,106.11
Jul-86         $1,368,849.73      $606,142.53       $318,025.75       $13,067.61     $7,781.12  $6,107.94
Aug-86         $1,398,690.66      $654,873.36       $341,814.07       $13,720.04     $7,816.92  $6,118.94
Sep-86         $1,320,503.85      $615,140.23       $313,716.96       $13,033.90     $7,852.09  $6,148.92
Oct-86         $1,366,193.28      $650,592.60       $331,159.62       $13,410.50     $7,888.56  $6,154.51
Nov-86         $1,361,958.08      $658,754.94       $339,637.30       $13,768.71     $7,919.36  $6,160.10
Dec-86         $1,326,274.78      $637,734.07       $330,670.88       $13,744.61     $7,957.96  $6,165.69
Jan-87         $1,451,342.50      $718,270.32       $375,079.98       $13,965.53     $7,990.99  $6,202.93
Feb-87         $1,568,756.10      $755,741.04       $390,570.78       $14,247.34     $8,025.47  $6,227.14
Mar-87         $1,605,308.12      $769,692.78       $401,194.30       $13,930.33     $8,063.23  $6,255.08
Apr-87         $1,555,061.97      $754,653.75       $397,663.79       $13,271.43     $8,099.04  $6,288.60
May-87         $1,548,997.23      $760,734.00       $401,759.73       $13,131.68     $8,129.50  $6,307.22
Jun-87         $1,590,200.56      $789,950.75       $421,807.54       $13,260.28     $8,168.67  $6,333.28
Jul-87         $1,648,083.86      $834,583.75       $442,813.56       $13,023.85     $8,206.03  $6,346.32
Aug-87         $1,695,383.87      $857,557.34       $459,861.88       $12,809.61     $8,244.69  $6,381.70
Sep-87         $1,681,651.26      $847,466.46       $449,744.92       $12,337.32     $8,281.96  $6,413.36
Oct-87         $1,190,777.24      $639,914.30       $352,959.81       $13,105.71     $8,331.43  $6,430.12
Nov-87         $1,143,503.38      $610,420.01       $324,052.40       $13,154.08     $8,360.19  $6,439.43
Dec-87         $1,202,965.56      $658,225.05       $347,967.47       $13,371.57     $8,392.91  $6,437.57
Jan-88         $1,269,850.44      $689,811.96       $362,825.68       $14,262.73     $8,417.60  $6,454.30
Feb-88         $1,366,359.07      $743,631.77       $379,878.48       $14,337.17     $8,455.95  $6,471.04
Mar-88         $1,422,106.52      $748,752.42       $368,406.15       $13,897.45     $8,493.22  $6,498.93
Apr-88         $1,451,828.55      $754,907.17       $372,384.94       $13,675.23     $8,532.42  $6,532.40
May-88         $1,425,840.82      $755,802.49       $375,289.54       $13,536.02     $8,575.54  $6,554.71
Jun-88         $1,513,102.28      $805,685.45       $392,702.98       $14,034.71     $8,617.15  $6,582.61
Jul-88         $1,509,319.52      $794,732.96       $391,132.16       $13,796.68     $8,660.86  $6,610.50
Aug-88         $1,472,190.26      $781,236.01       $378,185.69       $13,876.47     $8,712.29  $6,638.39
Sep-88         $1,505,608.98      $800,459.11       $394,220.76       $14,354.90     $8,766.02  $6,683.02
Oct-88         $1,487,089.99      $808,028.25       $404,982.99       $14,796.34     $8,819.50  $6,705.33
Nov-88         $1,422,104.16      $790,724.32       $399,232.23       $14,505.89     $8,869.43  $6,710.91
Dec-88         $1,478,135.07      $810,118.42       $406,458.33       $14,665.01     $8,925.68  $6,722.07
Jan-89         $1,537,851.72      $857,600.27       $435,845.27       $14,963.10     $8,974.89  $6,755.54
Feb-89         $1,550,615.89      $855,396.24       $424,992.72       $14,694.96     $9,029.92  $6,783.43
Mar-89         $1,606,127.94      $865,767.06       $435,022.55       $14,874.80     $9,090.47  $6,822.48
Apr-89         $1,650,938.91      $905,800.13       $457,469.72       $15,111.25     $9,151.81  $6,867.11
May-89         $1,710,702.90      $940,286.66       $475,860.00       $15,717.48     $9,223.87  $6,906.16
Jun-89         $1,676,317.77      $940,831.08       $473,290.36       $16,582.21     $9,289.29  $6,922.89
Jul-89         $1,744,543.90    $1,007,468.27       $515,791.83       $16,976.50     $9,353.90  $6,939.62
Aug-89         $1,765,827.34    $1,038,795.49       $525,746.61       $16,537.49     $9,423.04  $6,950.78
Sep-89         $1,765,827.34    $1,019,288.99       $523,696.20       $16,569.47     $9,484.72  $6,973.09
Oct-89         $1,659,171.37      $967,456.11       $511,494.08       $17,198.12     $9,548.88  $7,006.56
Nov-89         $1,650,709.59      $984,947.71       $522,133.16       $17,332.44     $9,614.44  $7,023.30
Dec-89         $1,628,590.08    $1,002,677.76       $534,455.50       $17,321.52     $9,672.79  $7,034.46
Jan-90         $1,504,165.81      $929,741.97       $498,593.53       $16,727.74     $9,727.64  $7,106.98
Feb-90         $1,532,293.71      $947,302.94       $505,025.39       $16,686.42     $9,782.88  $7,140.45
Mar-90         $1,588,682.12      $969,608.14       $518,307.56       $16,613.33     $9,845.89  $7,179.51
Apr-90         $1,546,423.17      $928,343.55       $505,505.36       $16,277.74     $9,913.56  $7,190.66
May-90         $1,633,177.51    $1,007,446.78       $554,792.13       $16,953.64     $9,980.69  $7,207.40
Jun-90         $1,656,695.27      $996,498.85       $550,908.59       $17,344.41    $10,043.08  $7,246.45
Jul-90         $1,593,409.51      $977,307.28       $549,145.68       $17,529.52    $10,111.08  $7,274.34
Aug-90         $1,386,903.63      $880,832.39       $499,557.82       $16,795.91    $10,177.53  $7,341.28
Sep-90         $1,271,929.32      $823,250.62       $474,979.58       $16,992.14    $10,238.43  $7,402.64
Oct-90         $1,199,174.96      $790,324.71       $473,222.16       $17,357.88    $10,308.24  $7,447.27
Nov-90         $1,253,137.84      $860,249.48       $503,697.66       $18,055.68    $10,366.49  $7,464.01
Dec-90         $1,277,448.71      $895,011.30       $517,498.98       $18,392.42    $10,428.57  $7,464.01
Jan-91         $1,384,882.15      $951,102.55       $540,372.43       $18,632.17    $10,482.56  $7,508.63
Feb-91         $1,539,019.53    $1,039,170.85       $579,063.10       $18,688.81    $10,532.53  $7,519.79
Mar-91         $1,643,672.86    $1,072,685.15       $592,844.80       $18,760.01    $10,578.78  $7,530.95
Apr-91         $1,649,261.35    $1,085,449.03       $594,504.77       $19,023.20    $10,635.22  $7,542.10
May-91         $1,704,346.68    $1,137,165.25       $619,949.57       $19,024.13    $10,685.43  $7,564.42
Jun-91         $1,621,685.86    $1,087,682.64       $591,617.88       $18,903.90    $10,730.00  $7,586.73
Jul-91         $1,687,688.48    $1,135,930.06       $619,305.59       $19,201.54    $10,782.41  $7,597.89
Aug-91         $1,731,737.15    $1,164,687.27       $633,859.27       $19,855.18    $10,832.11  $7,620.21
Sep-91         $1,737,278.71    $1,153,903.43       $623,463.98       $20,457.68    $10,881.49  $7,653.68
Oct-91         $1,792,350.44    $1,170,523.10       $631,818.40       $20,568.93    $10,927.69  $7,664.83
Nov-91         $1,742,881.57    $1,118,567.09       $606,292.94       $20,737.59    $10,970.48  $7,687.15
Dec-91         $1,847,628.75    $1,230,610.60       $675,592.22       $21,942.05    $11,012.08  $7,692.73
Jan-92         $2,056,041.28    $1,266,466.90       $663,026.20       $21,230.91    $11,049.42  $7,703.88
Feb-92         $2,148,974.35    $1,301,122.50       $671,512.94       $21,339.32    $11,080.67  $7,731.77
Mar-92         $2,095,464.89    $1,273,880.90       $658,351.28       $21,139.73    $11,118.07  $7,770.82
Apr-92         $2,011,017.65    $1,284,615.90       $677,509.31       $21,173.31    $11,154.19  $7,781.98
May-92         $2,008,202.23    $1,284,784.18       $681,167.86       $21,686.96    $11,184.96  $7,793.14
Jun-92         $1,903,976.53    $1,254,568.63       $671,290.92       $22,120.80    $11,220.77  $7,821.03
Jul-92         $1,974,423.67    $1,312,847.10       $698,343.95       $23,000.72    $11,255.30  $7,837.77
Aug-92         $1,929,406.80    $1,289,503.37       $684,237.40       $23,154.56    $11,284.62  $7,860.08
Sep-92         $1,954,682.03    $1,311,038.07       $692,106.13       $23,583.97    $11,313.65  $7,882.39
Oct-92         $2,005,308.30    $1,349,987.70       $694,597.71       $23,116.77    $11,339.51  $7,910.29
Nov-92         $2,182,778.09    $1,417,167.14       $718,005.66       $23,139.83    $11,366.11  $7,921.44
Dec-92         $2,279,038.60    $1,457,549.32       $727,411.53       $23,709.23    $11,398.20  $7,915.86
Jan-93         $2,402,790.40    $1,495,530.14       $732,721.63       $24,373.99    $11,424.81  $7,954.91
Feb-93         $2,359,540.17    $1,500,279.94       $742,613.38       $25,236.55    $11,450.05  $7,982.81
Mar-93         $2,427,730.88    $1,559,932.57       $758,579.57       $25,290.20    $11,479.11  $8,010.70
Apr-93         $2,353,442.32    $1,521,360.12       $739,994.37       $25,472.00    $11,506.33  $8,033.01
May-93         $2,433,930.05    $1,573,878.99       $759,974.21       $25,590.63    $11,531.28  $8,044.17
Jun-93         $2,424,681.11    $1,598,404.75       $762,482.13       $26,738.84    $11,560.54  $8,055.33
Jul-93         $2,464,930.82    $1,594,950.60       $758,898.46       $27,250.88    $11,588.31  $8,055.33
Aug-93         $2,548,491.97    $1,670,332.75       $787,812.50       $28,433.02    $11,617.33  $8,077.64
Sep-93         $2,629,024.31    $1,674,062.60       $781,982.68       $28,447.88    $11,647.10  $8,094.38
Oct-93         $2,752,851.36    $1,685,842.98       $797,856.93       $28,721.97    $11,672.83  $8,127.85
Nov-93         $2,704,676.46    $1,644,253.23       $790,357.08       $27,978.77    $11,701.91  $8,133.42
Dec-93         $2,757,147.19    $1,710,707.37       $800,078.47       $28,033.90    $11,728.40  $8,133.42
Jan-94         $2,927,538.88    $1,762,230.46       $826,881.10       $28,755.26    $11,757.76  $8,155.74
Feb-94         $2,920,805.54    $1,735,025.14       $804,555.31       $27,462.48    $11,782.68  $8,183.64
Mar-94         $2,790,537.62    $1,659,849.97       $769,557.15       $26,377.78    $11,814.43  $8,211.53
Apr-94         $2,807,280.84    $1,676,554.70       $779,561.40       $25,981.13    $11,846.46  $8,222.68
May-94         $2,803,912.10    $1,668,676.57       $792,268.25       $25,767.14    $11,883.78  $8,228.26
Jun-94         $2,730,449.61    $1,627,316.76       $772,699.22       $25,508.25    $11,920.83  $8,256.16
Jul-94         $2,780,689.88    $1,679,316.04       $798,275.56       $26,435.00    $11,953.63  $8,278.47
Aug-94         $2,874,399.13    $1,753,459.52       $830,765.38       $26,208.52    $11,997.71  $8,311.94
Sep-94         $2,904,580.32    $1,712,198.86       $810,743.93       $25,341.70    $12,041.61  $8,334.25
Oct-94         $2,937,982.99    $1,716,534.15       $829,309.97       $25,279.60    $12,087.85  $8,339.83
Nov-94         $2,842,204.75    $1,631,050.75       $798,874.29       $25,446.74    $12,132.47  $8,350.99
Dec-94         $2,842,773.19    $1,655,198.46       $810,537.86       $25,855.55    $12,186.21  $8,350.99
Jan-95         $2,923,223.67    $1,681,231.42       $831,611.84       $26,561.13    $12,236.85  $8,384.46
Feb-95         $2,996,888.91    $1,756,611.11       $863,878.38       $27,322.42    $12,285.59  $8,417.93
Mar-95         $3,040,343.80    $1,804,693.07       $889,449.18       $27,572.32    $12,342.34  $8,445.82
Apr-95         $3,147,363.90    $1,829,507.60       $915,332.15       $28,039.29    $12,397.26  $8,473.72
May-95         $3,241,155.34    $1,876,697.92       $951,487.77       $30,255.19    $12,463.65  $8,490.45
Jun-95         $3,425,252.96    $1,924,236.55       $973,847.74       $30,675.24    $12,522.41  $8,507.19
Jul-95         $3,646,181.78    $2,002,908.96     $1,006,276.87       $30,160.79    $12,579.04  $8,507.19
Aug-95         $3,776,715.09    $2,031,720.81     $1,008,993.81       $30,873.00    $12,637.71  $8,529.50
Sep-95         $3,850,361.03    $2,061,215.30     $1,051,270.66       $31,412.75    $12,692.16  $8,546.24
Oct-95         $3,662,848.45    $2,005,855.18     $1,047,591.21       $32,336.53    $12,751.99  $8,574.13
Nov-95         $3,733,175.14    $2,107,273.22     $1,093,685.22       $33,142.51    $12,805.56  $8,568.55
Dec-95         $3,822,398.03    $2,136,539.03     $1,113,918.40       $34,043.58    $12,868.08  $8,562.97
Jan-96         $3,833,100.74    $2,176,599.14     $1,152,237.19       $34,006.91    $12,923.13  $8,613.18
Feb-96         $3,974,542.16    $2,220,300.90     $1,163,298.67       $32,366.07    $12,973.64  $8,641.07
Mar-96         $4,065,161.72    $2,279,793.86     $1,174,466.33       $31,686.53    $13,024.79  $8,685.70
Apr-96         $4,409,887.43    $2,346,452.75     $1,191,730.99       $31,163.32    $13,084.43  $8,719.17
May-96         $4,740,188.00    $2,378,387.97     $1,222,477.65       $30,993.68    $13,139.81  $8,735.91
Jun-96            $4,464,309       $2,350,480        $1,227,490          $31,622       $13,192     $8,741
</TABLE>
 
Source:  Ibbotson  Associates' EnCORR  Software,  Chicago, Illinois.  All rights
reserved. This example is for illustrative purposes only and is not intended  to
represent  the past, present,  or future performance  of the Prudential Emerging
Growth Fund. Small-sized stock performance for the period 1926-1980 is based  on
a  historical series composed  of stocks making  up the 5th  quintile of the New
York Stock Exchange: thereafter, the index reflects the total return achieved by
Dimensional Fund Advisors (DFA)  Small Company Fund.  Source of mid-sized  stock
performance:  University  of Chicago's  Center for  Research in  Security Prices
(CRSP). Mid-sized stocks  are comprised  of an index  of medium-sized  companies
listed  on the New York Stock Exchange (NYSE). All eligible comapanies listed on
the NYSE are  ranked by market  capitalization and then  split into ten  equally
populated  groups, or deciles.  The 3-5 decile  represents mid-size companies in
this example. Large-sized stock total return  is based on the Standard &  Poor's
500  Index, a market-weighted index made up of  500 of the largest stocks in the
U.S. based upon their stock market value. Past performance is not indicative  of
future results. Investors cannot buy or invest directly in market indices.
 
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.
 
                                      A-1


<PAGE>
    The  chart below shows the growth over  15 years of a $1,000 investment made
in the S&P MidCap 400 Index and the S&P 500 stock index on June 30, 1981 with an
ending value on June 30, 1996.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
 
<S>        <C>        <C>              <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
             S&P 500   S&P Midcap 400
06/30/81   $1,000.00        $1,000.00
           $1,002.10          $994.10
             $944.28          $949.96
             $897.73          $890.21
             $946.20          $956.35
             $985.28        $1,007.42
             $960.06          $979.62
             $947.48          $939.45
             $894.52          $914.46
             $889.87          $906.78
             $930.09          $950.13
             $898.37          $934.26
             $884.90          $909.50
             $869.14          $878.30
             $974.66          $970.00
             $986.84        $1,001.43
           $1,100.43        $1,105.28
           $1,144.89        $1,170.93
           $1,166.98        $1,201.96
           $1,210.39        $1,262.18
           $1,238.11        $1,303.32
           $1,283.80        $1,357.54
           $1,384.96        $1,440.62
           $1,372.91        $1,497.82
           $1,426.32        $1,547.69
           $1,384.24        $1,523.86
           $1,405.00        $1,499.78
           $1,424.39        $1,552.12
           $1,407.87        $1,483.99
           $1,437.58        $1,534.00
           $1,430.10        $1,515.43
           $1,422.09        $1,472.09
           $1,372.04        $1,401.43
           $1,395.77        $1,423.44
           $1,409.03        $1,405.64
           $1,330.97        $1,346.18
06/30/84   $1,359.85        $1,396.94
           $1,342.99        $1,342.18
           $1,491.26        $1,499.34
           $1,491.56        $1,497.09
           $1,497.37        $1,487.36
           $1,480.60        $1,482.16
           $1,519.54        $1,533.14
           $1,637.91        $1,663.92
           $1,657.90        $1,678.23
           $1,659.06        $1,691.82
           $1,657.56        $1,707.22
           $1,753.37        $1,791.90
           $1,780.90        $1,867.16
           $1,778.23        $1,868.65
           $1,763.11        $1,855.20
           $1,707.93        $1,766.52
           $1,786.83        $1,864.38
           $1,909.41        $1,980.35
           $2,001.83        $2,078.38
           $2,013.04        $2,113.09
           $2,163.41        $2,268.61
           $2,284.13        $2,378.18
           $2,258.32        $2,395.78
           $2,378.46        $2,490.17
           $2,418.66        $2,556.66
           $2,283.45        $2,430.36
           $2,452.89        $2,563.06
           $2,250.03        $2,360.58
           $2,379.86        $2,459.72
           $2,437.69        $2,458.74
           $2,375.53        $2,415.47
           $2,695.51        $2,726.09
           $2,801.98        $2,853.13
           $2,882.96        $2,920.46
           $2,857.30        $2,823.51
           $2,882.16        $2,794.42
06/30/87   $3,027.71        $2,895.58
           $3,181.22        $2,976.95
           $3,299.88        $3,085.01
           $3,227.61        $3,025.16
           $2,532.38        $2,310.32
           $2,323.71        $2,196.42
           $2,500.55        $2,366.20
           $2,605.57        $2,474.81
           $2,726.99        $2,631.96
           $2,642.73        $2,674.60
           $2,672.06        $2,688.24
           $2,696.64        $2,632.05
           $2,818.80        $2,821.82
           $2,808.09        $2,745.92
           $2,712.90        $2,681.94
           $2,828.47        $2,784.39
           $2,907.10        $2,803.60
           $2,865.53        $2,748.93
           $2,915.39        $2,859.99
           $3,128.79        $3,055.04
           $3,050.88        $3,064.81
           $3,121.97        $3,132.85
           $3,284.00        $3,302.34
           $3,417.00        $3,461.84
           $3,397.53        $3,446.26
           $3,704.32        $3,651.32
           $3,776.56        $3,780.94
           $3,761.07        $3,822.91
           $3,673.82        $3,661.96
           $3,748.76        $3,742.89
           $3,838.73        $3,876.51
           $3,581.15        $3,548.56
           $3,627.35        $3,675.95
           $3,723.47        $3,755.35
           $3,630.76        $3,609.27
           $3,984.76        $3,961.90
06/30/90   $3,958.06        $3,978.14
           $3,945.40        $3,887.04
           $3,588.73        $3,484.34
           $3,413.96        $3,271.10
           $3,399.28        $3,171.33
           $3,618.87        $3,476.41
           $3,719.84        $3,678.05
           $3,881.65        $3,968.61
           $4,159.19        $4,324.99
           $4,259.84        $4,522.65
           $4,270.07        $4,521.29
           $4,454.11        $4,729.72
           $4,250.11        $4,489.45
           $4,448.16        $4,759.72
           $4,553.59        $4,932.97
           $4,477.54        $4,917.18
           $4,537.54        $5,184.19
           $4,354.68        $4,937.42
           $4,852.85        $5,521.02
           $4,762.59        $5,618.75
           $4,824.50        $5,708.08
           $4,730.91        $5,492.89
           $4,870.00        $5,427.52
           $4,893.86        $5,479.08
           $4,820.94        $5,322.38
           $5,018.12        $5,586.37
           $4,915.25        $5,452.86
           $4,973.25        $5,529.20
           $4,990.65        $5,661.35
           $5,160.83        $5,977.82
           $5,224.31        $6,178.07
           $5,268.20        $6,255.30
           $5,339.84        $6,167.72
           $5,452.51        $6,380.51
           $5,320.56        $6,213.34
           $5,462.62        $6,496.67
06/30/93   $5,478.46        $6,529.15
           $5,456.55        $6,516.75
           $5,663.35        $6,785.89
           $5,619.75        $6,857.82
           $5,736.07        $6,880.45
           $5,681.58        $6,728.39
           $5,750.33        $7,040.59
           $5,945.84        $7,204.64
           $5,784.71        $7,102.33
           $5,532.49        $6,773.49
           $5,603.31        $6,823.62
           $5,695.20        $6,758.79
           $5,555.67        $6,526.29
           $5,737.90        $6,746.88
           $5,973.15        $7,100.41
           $5,826.81        $6,967.64
           $5,957.91        $7,043.58
           $5,741.05        $6,725.92
           $5,826.01        $6,787.80
           $5,976.91        $6,858.39
           $6,210.01        $7,218.45
           $6,393.20        $7,336.84
           $6,581.16        $7,490.91
           $6,844.41        $7,671.44
           $7,003.20        $7,983.67
           $7,235.70        $8,398.82
           $7,253.79        $8,555.88
           $7,559.90        $8,762.93
           $7,532.69        $8,537.72
           $7,864.13        $8,910.82
           $8,015.12        $8,888.54
           $8,287.63        $9,017.43
           $8,364.71        $9,323.12
           $8,445.01        $9,435.00
           $8,569.99        $9,722.76
           $8,791.10        $9,854.02
06/30/96   $8,824.51        $9,706.21
 
<CAPTION>
             QTLY
<S>        <C>
               Value
06/30/81
 
             $890.21
 
             $979.62
 
             $906.78
 
             $909.50
 
           $1,001.43
 
           $1,201.96
 
           $1,357.54
 
           $1,547.69
 
           $1,552.12
 
           $1,515.43
 
           $1,423.44
 
06/30/84   $1,396.94
 
           $1,497.09
 
           $1,533.14
 
           $1,691.82
 
           $1,867.16
 
           $1,766.52
 
           $2,078.38
 
           $2,378.18
 
           $2,556.66
 
           $2,360.58
 
           $2,415.47
 
           $2,920.46
 
06/30/87   $2,895.58
 
           $3,025.16
 
           $2,366.20
 
           $2,674.60
 
           $2,821.82
 
           $2,784.39
 
           $2,859.99
 
           $3,132.85
 
           $3,446.26
 
           $3,822.91
 
           $3,876.51
 
           $3,755.35
 
06/30/90   $3,978.14
 
           $3,271.10
 
           $3,678.05
 
           $4,522.65
 
           $4,489.45
 
           $4,917.18
 
           $5,521.02
 
           $5,492.89
 
           $5,322.38
 
           $5,529.20
 
           $6,178.07
 
           $6,380.51
 
06/30/93   $6,529.15
 
           $6,857.82
 
           $7,040.59
 
           $6,773.49
 
           $6,526.29
 
           $6,967.64
 
           $6,787.80
 
           $7,336.84
 
           $7,983.67
 
           $8,762.93
 
           $8,888.54
 
           $9,435.00
 
06/30/96   $9,706.21
</TABLE>
 
Source: Lipper Analytical Services. Past performance is not indicative of future
returns. This chart  is for illustrative  purposes only and  is not intended  to
represent the past, present or future performance of any Prudential Mutual Fund.
The  Standard & Poor's MidCap  400 Index consists of  400 domestic stocks chosen
for market size (median  market capitalization of  $676 million), liquidity  and
industry  group representation. It is a market-value-weighted index (stock price
times shares outstanding) and with each stock affecting the index in  proportion
to  its  market  value.  The  index  is  comprised  of  industrials,  utilities,
financials and transportation  in size order.  The Standard &  Poor's 500  Stock
Index, a market-value-weighted index made up of 500 of the largest stocks in the
U.S.  based on  their stock  market value.  Investors cannot  invest directly in
indices.
 
                                      A-2


<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
through 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.
                             [CHART]
 
(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.
 
                                      A-3


<PAGE>
    This chart illustrates the performance of major world stock markets for the
period from 1986 through 1995. It does not represent the performance of any
Prudential Mutual Fund.
                                    [CHART]
 
Source: Morgan Stanley Capital International (MSCI) Used with permission. Morgan
Stanley Country indices are unmanaged indices which include those stocks making
up the largest two-thirds of each country's total stock market capitalization.
Returns reflect the reinvestment of all distributions. This chart is for
illustrative purposes only and is not indicative of the past, present or future
performance of any specific investment. Investors cannot invest directly in
stock indices.
 
This chart shows the growth of a hypothetical $10,000 investment made in the
stocks representing the S&P 500 stock index with and without reinvested
dividends.
                                    [CHART]
 
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 used for illustrative
purposes only and is not intended to represent the past, present or future
performance of any Prudential Mutual Fund. Common stock total return is based on
the Standard & Poor's 500 Stock Index, a market-value-weighted index made up of
500 of the largest stocks in the U.S. based upon their stock market value.
Investors cannot invest directly in indices.
 
                                      A-4


<PAGE>
                                    [CHART]
 
Source: Morgan Stanley Capital International, December 1995. Used with
permission. This chart represents the capitalization of major world stock
markets as measured by the Morgan Stanley Capital International (MSCI) World
Index. The total market capitalization is based on the value of 1579 companies
in 22 countries (representing approximately 60% of the aggregate market value of
the stock exchanges). This chart is for illustrative purposes only and does not
represent the allocation of any Prudential Mutual Fund.
 
    This chart below shows the historical volatility of general interest rates
as measured by the long U.S. Treasury Bond.
                                    [CHART]
 
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. 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.
 
    The following chart, although not relevant to share ownership in the Fund,
may provide useful information about the effects of a hypothetical investment
diversified over different asset portfolios. The chart shows the range of annual
total returns for major stock and bond indices for the period from December 31,
1975 through December 31, 1995. The horizontal "Best Returns Zone" band shows
that a hypothetical blended portfolio constructed of one-third U.S. stocks (S&P
500), one-third foreign stocks (EAFE Index), and one-third U.S. bonds (Lehman
Index) would have eliminated the "highest highs" and "lowest lows" of any single
asset class.
                                    [CHART]
 
* Source: Prudential Investment Corporation based on data from Lipper Analytical
New Application (LANA). Past performance is not indicative of future results.
The S&P 500 Index is a weighted, unmanaged index comprised of 500 stocks which
provides a broad indication of stock price movements. The Morgan Stanley EAFE
Index is an unmanaged index comprised of 20 overseas stock markets in Europe,
Australia, New Zealand and the Far East. The Lehman Aggregate Index includes all
publicly-issued investment grade debt with maturities over one year, including
U.S. government and agency issues, 15 and 30 year fixed-rate government agency
mortgage securities, dollar denominated SEC registered corporate and government
securities, as well as asset-backed securities. Investors cannot invest directly
in stock or bond market indices.
 
                                      A-5


<PAGE>
                    APPENDIX--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.
 
                                      A-6


<PAGE>
                APPENDIX--INFORMATION RELATING TO THE PRUDENTIAL
 
    Set  forth below is information relating to The Prudential Insurance Company
of America (Prudential) and its subsidiaries as well as information relating  to
the  Prudential  Mutual  Funds. See  "Management  of the  Fund--Manager"  in the
Prospectus. The data will be used in sales materials relating to the  Prudential
Mutual  Funds. Unless otherwise indicated, the information is as of December 31,
1995 and  is  subject to  change  thereafter.  All information  relies  on  data
provided  by The Prudential  Investment Corporation (PIC)  or from other sources
believed by the Manager to be  reliable. Such information has not been  verified
by the Fund.
 
INFORMATION ABOUT PRUDENTIAL
 
    The  Manager and  PIC 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,
1995. 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  more
than  92,000 persons  worldwide, and  maintains a  sales force  of approximately
13,000 agents and  5,600 financial  advisors. 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.
Prudential  uses the Rock of  Gibraltar as its symbol.  The Prudential rock is a
recognized brand name throughout the world.
 
    INSURANCE. Prudential has been engaged in the insurance business since 1875.
It insures  or  provides financial  services  to  more than  50  million  people
worldwide--one  of  every five  people in  the  United States.  Long one  of the
largest issuers of individual life insurance, the Prudential has 19 million life
insurance policies in force today with  a face value of $1 trillion.  Prudential
has  the largest capital base  ($11.4 billion) of any  life insurance company in
the United States.  The Prudential  provides auto  insurance for  more than  1.7
million cars and insures more than 1.4 million homes.
 
    MONEY MANAGEMENT. The Prudential is one of the largest pension fund managers
in  the country,  providing pension  services to  1 in  3 Fortune  500 firms. It
manages $36 billion of individual retirement plan assets, such as 401(k)  plans.
In  July  1995,  Institutional  Investor  ranked  Prudential  the  third largest
institutional money manager of the 300 largest money management organizations in
the United States as of December 31,  1994. As of December 31, 1995,  Prudential
had  more than $314  billion in assets  under management. Prudential Investments
(of which Prudential Mutual Funds  is a key part)  manages over $190 billion  in
assets of institutions and individuals.
 
    REAL  ESTATE. 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.(2)
 
    HEALTHCARE.  Over  two  decades  ago, the  Prudential  introduced  the first
federally-funded, for-profit  HMO  in  the  country.  Today,  almost  5  million
Americans receive healthcare from a Prudential managed care membership.
 
    FINANCIAL  SERVICES. The Prudential  Bank, a wholly-owned  subsidiary of the
Prudential, has  nearly $3  billion  in assets  and  serves nearly  1.5  million
customers across 50 states.
 
INFORMATION ABOUT THE PRUDENTIAL MUTUAL FUNDS
 
    Prudential  Mutual Fund  Management is one  of the  sixteenth largest mutual
fund companies in the  country, with over 2.5  million shareholders invested  in
more  than 50 mutual fund  portfolios and variable annuities  with more than 3.7
million shareholder accounts.
 
    The Prudential Mutual Funds have over 30 portfolio managers who manage  over
$55  billion in  mutual fund and  variable annuity assets.  Some of Prudential's
portfolio  managers  have  over  20  years  of  experience  managing  investment
portfolios.
 
- ---------------
(1)Prudential  Mutual Fund Investment  Management, a unit of  PIC, serves as the
Subadviser to  substantially  all of  the  Prudential Mutual  Funds.  Wellington
Management  Company  serves  as the  subadviser  to Global  Utility  Fund, Inc.,
Nicholas-Applegate Capital Management as subadviser to Nicholas-Applegate  Fund,
Inc., Jennison Associates Capital Corp. as the subadviser to Prudential Jennison
Fund,  Inc.  and  BlackRock  Financial Management,  Inc.  as  subadviser  to The
BlackRock Government Income Trust. There are multiple subadvisers for The Target
Portfolio Trust.
(2)As of December 31, 1994.
 
                                      A-7


<PAGE>
    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,  on   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.
 
    EQUITY FUNDS. Forbes  magazine listed  Prudential Equity  Fund among  twenty
mutual  funds on  its Honor Roll  in its mutual  fund issue of  August 28, 1995.
Honorees are chosen annually among  mutual funds (excluding sector funds)  which
are  open to new  investors and have had  the same management  for at least five
years. Forbes considers, among other criteria, the total return of a mutual fund
in both bull  and bear  markets as  well as  a fund's  risk profile.  Prudential
Equity  Fund  is  managed with  a  "value"  investment style  by  PIC.  In 1995,
Prudential Securities introduced Prudential Jennison Fund, a growth-style equity
fund managed  by  Jennison Associates  Capital  Corp., a  premier  institutional
equity manager and a subsidiary of Prudential.
 
    HIGH  YIELD FUNDS. Investing in  high yield bonds is  a complex and research
intensive pursuit. A separate team of  high yield bond analysts monitor the  167
issues held in the Prudential High Yield Fund (currently the largest fund of its
kind  in the country) along with 100 or  so other high yield bonds, which may be
considered for purchase.(3) Non-investment grade bonds, also known as junk bonds
or high yield  bonds, are subject  to a greater  risk of loss  of principal  and
interest  including default risk than  higher-rated bonds. Prudential high yield
portfolio managers and analysts meet face-to-face with almost every bond  issuer
in  the  High Yield  Fund's portfolio  annually,  and have  additional telephone
contact throughout the year.
 
    Prudential's portfolio managers are supported  by a large and  sophisticated
research  organization.  Fourteen  investment grade  bond  analysts  monitor the
financial viability  of  approximately  1,750  different  bond  issuers  in  the
investment  grade  corporate  and  municipal  bond  markets--from  IBM  to small
municipalities, such as Rockaway Township,  New Jersey. These analysts  consider
among other things sinking fund provisions and interest coverage ratios.
 
    Prudential's  portfolio managers and analysts receive research services from
almost 200 brokers  and market  service vendors.  They also  receive nearly  100
trade  publications and  newspapers--from Pulp  and Paper  Forecaster to Women's
Wear Daily--to keep them informed of the industries they follow.
 
    Prudential Mutual Funds' traders scan over 100 computer monitors to  collect
detailed  information on which  to trade. From  natural gas prices  in the Rocky
Mountains to the results  of local municipal  elections, a Prudential  portfolio
manager or trader is able to monitor it if it's important to a Prudential mutual
fund.
 
    Prudential  Mutual Funds trade approximately $31 billion in U.S. and foreign
government securities  a  year. PIC  seeks  information from  government  policy
makers.  In 1995, Prudential's  portfolio managers met  with several senior U.S.
and foreign government officials, on issues ranging from economic conditions  in
foreign  countries to  the viability  of index-linked  securities in  the United
States.
 
    Prudential Mutual Funds' portfolio managers and analysts met with over 1,200
companies in  1995,  often with  the  Chief  Executive Officer  (CEO)  or  Chief
Financial Officer (CFO). They also attended over 250 industry conferences.
 
    Prudential Mutual Fund global equity managers conducted many of their visits
overseas,  often holding private  meetings with a company  in a foreign language
(our global  equity managers  speak 7  different languages,  including  Mandarin
Chinese).
 
    TRADING  DATA.(4)  On  an average  day,  Prudential Mutual  Funds'  U.S. and
foreign equity trading desks traded $77 million in securities representing  over
3.8  million shares  with nearly 200  different firms.  Prudential Mutual Funds'
bond trading desks traded $157 million  in government and corporate bonds on  an
average  day. That represents more in daily trading than most bond funds tracked
by Lipper even  have in assets.(5)  Prudential Mutual Funds'  money market  desk
traded  $3.2 billion in money market securities  on an average day, or over $800
billion a year. They made a trade every 3 minutes of every trading day. 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.(6)
 
- ---------------
(3)As  of December 31,  1995. The number of  bonds and the size  of the Fund are
subject to change.
(4)Trading data  represents average  daily transactions  for portfolios  of  the
Prudential  Mutual Funds for  which PIC serves as  the subadviser, portfolios of
the Prudential  Series Fund  and institutional  and non-US  accounts managed  by
Prudential  Mutual Fund Investment  Management, a division of  PIC, for the year
ended December 31, 1995.
(5)Based on 669  funds in Lipper  Analytical Services categories  of Short  U.S.
Treasury,  Short U.S. Government, Intermediate  U.S. Treasury, Intermediate U.S.
Government, Short  Investment Grade  Debt, Intermediate  Investment Grade  Debt,
General U.S. Treasury, General U.S. Government and Mortgage funds.
(6)As of December 31, 1994.
 
                                      A-8


<PAGE>
    Based  on  complex-wide data,  on an  average  day, over  7,250 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.
 
INFORMATION ABOUT PRUDENTIAL SECURITIES
 
    Prudential Securities  is the  fifth largest  retail brokerage  firm in  the
United  States with  approximately 5,600  financial advisors.  It offers  to its
clients a  wide  range  of  products,  including  Prudential  Mutual  Funds  and
annuities. As of December 31, 1995, assets held by Prudential Securities for its
clients  approximated  $168  billion.  During  1994,  over  28,000  new customer
accounts were opened each month at PSI.(7)
 
    Prudential Securities has a two-year Financial Advisor training program plus
advanced education programs, including Prudential Securities "university," which
provides advanced education in a wide array of investment areas. In the December
1995 issue of  Registered Rep, an  industry publication, Prudential  Securities'
Financial  Advisor  training  programs received  a  grade of  A-(compared  to an
industry average of B+).
 
    In  1995,  Prudential  Securities'  equity  research  team  ranked  8th   in
Institutional  Investor magazine's 1995 "All America Research Team" survey. Five
Prudential Securities' analysts were ranked as first-team finishers.(8)
 
    In addition  to  training,  Prudential  Securities  provides  its  financial
advisors  with  access  to firm  economists  and  market analysts.  It  has also
developed proprietary  tools  for  use  by  financial  advisors,  including  the
Financial  Architect-SM-, a  state-of-the-art asset  allocation software program
which helps Financial  Advisors to  evaluate a client's  objectives and  overall
financial  plan, and a comprehensive mutual fund information and analysis system
that compares different mutual funds.
 
    For more  complete information  about any  of the  Prudential Mutual  Funds,
including  charges  and  expenses,  call  your  Prudential  Securities financial
adviser or  Pruco/Prudential  representative  for a  free  prospectus.  Read  it
carefully before you invest or send money.
 
- ---------------
(7)As of December 31, 1994.
(8)On  an annual  basis, Institutional Investor  magazine surveys  more than 700
institutional money managers, chief investment officers and research  directors,
asking  them to evaluate analysts in 76 industry sectors. Scores are produced by
taking the number of votes awarded  to an individual analyst and weighting  them
based  on the size of  the voting institution. In  total, the magazine sends its
survey to approximately  2,000 institutions and  a group of  European and  Asian
institutions.
 
                                      A-9



<PAGE>




                                     PART C

                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

    (a) Financial Statements:

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

            Financial Highlights.

   
        (2) Financial   statements  included  in  the  Statement  of  Additional
            Information  constituting  Part B of  this  Registration  Statement:
            Portfolio of Investments at September 30, 1996.

            Statement of Assets and Liabilities at September 30, 1996.

            Statement of Operations for the year ended September 30, 1996.

            Statement of Changes in Net Assets for the years ended September 30,
            1995 and 1996.
    

            Notes to Financial Statements.

            Financial Highlights.

    (b) Exhibits:

        1.  (a) Amended and Restated  Articles of  Incorporation  of Registrant.
            Incorporated  by  reference  to  Post-Effective  Amendment  No. 8 to
            Registration  Statement  on Form N-1A filed via EDGAR on January 30,
            1995 (File No. 33-37356).

            (b) Articles of Amendment of Registrant.  Incorporated  by reference
            to Post-Effective  Amendment No. 8 to Registration Statement on Form
            N-1A filed via EDGAR on January 30, 1995 (File No. 33-37356).

   
            (c) Articles of Amendment of Registrant.*
    

        2.  (a) By-Laws of the  Registrant.  Incorporated  by  reference  to the
            Registration Statement on Form N-2, filed on November 22, 1988 (File
            No. 33-25553).

            (b) Amended By-Laws of the Registrant.  Incorporated by reference to
            Post-Effective Amendment No. 2 to the Registration Statement on Form
            N-1A, filed on October 30, 1991 (File No. 33-25553).

        3.  Not Applicable.

        4.  Instruments  defining  rights of  holders  of the  securities  being
            offered. Incorporated by reference to Post-Effective Amendment No. 5
            to the  Registration  Statement  on Form  N-1A,  filed  via EDGAR on
            November 30, 1993 (File No. 33-25553).

        5.  (a)  Management  Agreement  between the  Registrant  and  Prudential
            Mutual  Fund   Management,   Inc.   Incorporated   by  reference  to
            Post-Effective  Amendment  No. 2 to  Registration  Statement on Form
            N-1A, filed on October 30, 1991 (File No. 33-25553).

            (b) Subadvisory  Agreement among Registrant,  Prudential Mutual Fund
            Management, Inc. and Wellington Management Company.  Incorporated by
            reference  to   Post-Effective   Amendment  No.  4  to  Registration
            Statement on Form N-1A, filed on November 30, 1992.

   
        6.  Restated Distribution Agreement.*
    

        7.  Not Applicable.

        8.  (a) Custodian  Contract between the Registrant and State Street Bank
            and  Trust  Company.  Incorporated  by  reference  to  Pre-Effective
            Amendment  No. 3 to  Registration  Statement  on Form N-2,  filed on
            December 21, 1989 (File No. 33-25553).

        9.  Transfer  Agency and Service  Agreement  between the  Registrant and
            Prudential Mutual Fund Services,  Inc.  Incorporated by reference to
            Post-Effective  Amendment  No. 2 to  Registration  Statement on Form
            N-1A, filed on October 30, 1991 (File No. 33-37356).

        10. Opinion and Consent of Counsel.*

        11. Consent of Independent Accountants.*

        12. Not Applicable.

        13. Subscription   Agreement   between  the  Registrant  and  Wellington
            Management  Company.  Incorporated  by  reference  to  Pre-Effective
            Amendment  No. 3 to  Registration  Statement  on Form N-2,  filed on
            December 21, 1989 (File No. 33-25553).



                                      C-1
<PAGE>

        14. Not Applicable.

        15. (a)  Distribution  and Service Plan pursuant to Rule 12b-1 under the
            Investment  Company Act of 1940 for Class A Shares.  Incorporated by
            reference  to   Post-Effective   Amendment  No.  8  to  Registration
            Statement on Form N-1A filed via EDGAR on January 30, 1995 (File No.
            33-37356).

            (b)  Distribution  and Service Plan pursuant to Rule 12b-1 under the
            Investment  Company Act of 1940 for Class B Shares.  Incorporated by
            reference  to   Post-Effective   Amendment  No.  8  to  Registration
            Statement on Form N-1A filed via EDGAR on January 30, 1995 (File No.
            33-37356).

            (c)  Distribution  and Service Plan pursuant to Rule 12b-1 under the
            Investment  Company Act of 1940 for Class C Shares.  Incorporated by
            reference  to   Post-Effective   Amendment  No.  8  to  Registration
            Statement on Form N-1A filed via EDGAR on January 30, 1995 (File No.
            33-37356).

        16. (a) Schedule of Computation of Performance Quotations.  Incorporated
            by  reference  to  Pre-Effective  Amendment  No.  1 to  Registration
            Statement  on  Form  N-1A,  filed  on  January  9,  1991  (File  No.
            33-37356).

            (b)  Schedule  of  Computation  of  30-day  yield.  Incorporated  by
            reference  to   Post-Effective   Amendment  No.  5  to  Registration
            Statement  on Form N-1A,  filed via EDGAR on November 30, 1993 (File
            No. 33-37356).

        17. Financial Data Schedule*.

   
        18. Rule 18f-3 Plan.*
    

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

Item 25. Persons Controlled by or under Common Control with Registrant.

    None.

Item 26. Number of Holders of Securities.

   
    As of November 3, 1996 there were 15,768,  27,520 and 112 record  holders of
Class A,  Class B and Class C shares of common  stock,  respectively,  $.001 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  Amended  and  Restated
Articles of Incorporation (Exhibit 1 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 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(b) to the  Registration
Statement)  and  Section 5 of the  Subadvisory  Agreement  (Exhibit  5(c) to the
Registration   Statement)   limit  the  liability  of  Prudential   Mutual  Fund
Management,  Inc. (the 



                                      C-2
<PAGE>


Manager  or  PMF)  and   Wellington   Management   Company   (the   Subadviser),
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 the 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

    See   "How   the   Fund  Is   Managed-Manager"   and   "How   the   Fund  Is
Managed-Subadviser"  in  both  the  Prospectus   constituting  Part  A  of  this
Registration   Statement  and  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).

    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 Gateway Center Three, Newark, New Jersey 07102.
    


   
Name and Address    Position with PMF            Principal Occupations
- ----------------    -----------------            ---------------------
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,
                      President, General          General Counsel, Secretary and
                      Counsel, Secretary          Director, PMF and PMFD; Senior
                      and Director                Vice President, Prudential
                                                  Securities; Director,
                                                  Prudential Mutual Fund
                                                  Services, Inc. (PMFS)

Robert F. Gunia       Executive Vice             Executive Vice President, Chief
                      President, Chief            Financial and Administrative
                      Financial and               Officer, Treasurer and
                      Administrative              Director, PMF; Senior Vice
                      Officer, Treasurer          President, Prudential
                      and Director                Securities; Executive Vice
                                                  President, Chief Financial
                                                  Officer, Treasurer and
                                                  Director, PMFD; Director, PMFS

   
Timothy J. O'Brien    Director                   President, Chief Executive
                                                  Officer, Chief Operating
                                                  Officer and Director, PMFD;
                                                  Chief Executive Officer and
                                                  Director, PMFS; Director, PMF

S. Jane Rose          Senior Vice                Senior Vice President, Senior
                      President, Senior           Counsel and Assistant
                      Counsel and                 Secretary, PMF; Senior Vice
                      Assistant Secretary         President and Senior Counsel,
                                                  Prudential Securities

Donald Webber         Executive Vice             Executive Vice President and
                      President and               Director of Sales, PMF.
                      Director of Sales
    
         
    Wellington   Management   Company,   the  Subadviser,   is  a  Massachusetts
partnership  and is a registered  investment  adviser  engaged in the investment
advisory  business.  Information as to the general partners of the Subadviser is
included in its Form ADV filed with the Securities and Exchange Commission (File
No.  801-15908),  as most recently  amended in July,  1993, and is  incorporated
herein by reference thereto.

   
Item 29. Principal Underwriter
    

    (a) Prudential Securities Incorporated

   
    Prudential  Securities is distributor  for 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  (California  Income Series and  California  Series),
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 Fund,  Inc.,  Prudential  Global
Genesis Fund, Inc., Prudential  
    



                                      C-3
<PAGE>


   
Global Limited Maturity Fund,  Inc.,  Prudential  Government  Income Fund, Inc.,
Prudential  Government  Securities  Trust,  Prudential  High Yield  Fund,  Inc.,
Prudential  Institutional  Liquidity Portfolio,  Inc.,  Prudential  Intermediate
Global Income Fund,  Inc.,  Prudential-Jennison  Series 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  Resources
Fund, Inc.,  Prudential  Pacific Growth Fund,  Inc.,  Prudential Small Companies
Fund, Inc.,  Prudential Special Money Market Fund, Inc.,  Prudential  Structured
Maturity Fund, Inc.,  Prudential  Tax-Free Money Fund, Inc.,  Prudential Utility
Fund,  Inc.,  Prudential  World  Fund,  Inc.  and the  Target  Portfolio  Trust.
Prudential  Securities  is also a depositor for the  following  unit  investment
trusts:
    

                   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.
    


                          Positions and                            Positions and
                          Offices with                             Offices with
Name*                     Underwriter                              the Fund
- -----                     -------------                            -------------
Robert C. Golden .......  Executive Vice President and Director      None
  One New York Plaza
  New York, NY 10292

Alan D. Hogan ..........  Executive Vice President,                  None
                            Chief Administrative
                            Officer and Director

George A. Murray .......  Executive Vice President and Director      None

Leland B. Paton ........  Executive Vice President and Director      None
  One New York Plaza
  New York, NY 10292

Vincent T. Pica, II ....  Executive Vice President and Director      None
  One New York Plaza
  New York, NY 10292

   
Hardwick Simmons .......  Chief Executive Officer,  None
                            President and Director
    

Lee B. Spencer .........  Executive Vice President, Secretary,        None
                            General Counsel and Director

- --------
*The address of each person named is One  Seaport  Plaza,  New  York,  NY  10292
 unless otherwise indicated.

    (c) Registrant has no principal  underwriter who is not an affiliated person
of the Registrant.

Item 30. Location of Accounts and Records

   
    All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules  thereunder are maintained at the offices of
State  Street  Bank  and  Trust  Company,  One  Heritage  Drive,  North  Quincy,
Massachusetts,  02171,  Wellington  Management Company, 75 State Street,  Boston
Massachusetts  02109, the Registrant,  Gateway Center Three,  Newark, New Jersey
07102 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 75  State  Street,  documents  required  by Rules
31a-1(b)(4)  and (11) and 31a-1(d) at Gateway Center Three,  Newark,  New Jersey
07102 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",  "How  the  Fund Is  Managed-Subadviser"  and "How the Fund Is
Managed-Distributor"  in the  Prospectus  and  the  corresponding  sub-captions,
captions




                                      C-4
<PAGE>


"The  Manager",  "The  Subadviser"  and "The  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-5
<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 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 29th day of November, 1996.
    

                                       GLOBAL UTILITY FUND, INC.
                                       /s/ Edward D. Beach
                                       ----------------------------------
                                       (Edward D. Beach, 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.

        Signature                 Title                             Date
        ---------                 -----                             ----
   
/s/ Eugene C. Dorsey           Director                        November 29, 1996
- -----------------------------
    Eugene C. Dorsey

/s/ Douglas H. McCorkindale    Director                        November 29, 1996
- -----------------------------
    Douglas H. McCorkindale

/s/ Thomas T. Mooney           Director                        November 29, 1996
- -----------------------------
    Thomas T. Mooney

/s/ Richard A. Redeker         Director                        November 29, 1996
- -----------------------------
    Richard A. Redeker

/s/ Grace Torres               Treasurer and Principal         November 29, 1996
- -----------------------------    Financial and Accounting
    Grace Torres                 Officer
    



                                     
<PAGE>



                                  EXHIBIT INDEX

 1. (a) Amended   and   Restated   Articles  of   Incorporation  of  Registrant.
        Incorporated  by  reference  to   Post-Effective   Amendment  No.  8  to
        Registration  Statement on Form N-1A filed via EDGAR on January 30, 1995
        (File  No.   33-37356).

    (b) Articles of  Amendment  of  Registrant.  Incorporated  by  reference  to
        Post-Effective  Amendment No. 8 to  Registration  Statement on Form N-1A
        filed via EDGAR on January 30, 1995 (File No. 33-37356).

    (c) Articles of  Amendment  of  Registrant.

 2. (a) By-Laws  of   the   Registrant.   Incorporated   by   reference  to  the
        Registration Statement on Form N-2, filed on November 22, 1988 (File No.
        33-25553).

    (b) Amended  By-Laws  of  the  Registrant.   Incorporated  by  reference  to
        Post-Effective  Amendment  No. 2 to the  Registration  Statement on Form
        N-1A, filed on October 30, 1991 (File No. 33-25553).

 3. Not Applicable.

 4. Instruments  defining  rights  of  holders  of the securities being offered.
    Incorporated   by  reference  to  Post-Effective  Amendment  No.  5  to  the
    Registration Statement  on Form N-1A,  filed via EDGAR on November  30, 1993
    (File No. 33-25553).

 5. (a) Management  Agreement  between  the  Registrant  and  Prudential  Mutual
        Fund  Management,  Inc.  Incorporated  by  reference  to  Post-Effective
        Amendment No. 2 to Registration Statement on Form N-1A, filed on October
        30, 1991 (File No. 33-25553).

    (b) Subadvisory   Agreement  among   Registrant,   Prudential   Mutual  Fund
        Management,  Inc. and Wellington  Management  Company.  Incorporated  by
        reference to Post-Effective Amendment No. 4 to Registration Statement on
        Form N-1A, filed on November 30, 1992.

 6. Restated  Distribution  Agreement.*

 7. Not Applicable.

 8. (a) Custodian  Contract between  the  Registrant  and  State Street Bank and
        Trust Company.  Incorporated by reference to Pre-Effective Amendment No.
        3 to  Registration  Statement  on Form N-2,  filed on December  21, 1989
        (File No. 33-25553).

 9. Transfer Agency and Service Agreement between the  Registrant and Prudential
    Mutual  Fund  Services,  Inc.  Incorporated  by reference to  Post-Effective
    Amendment No. 2 to Registration Statement on Form N-1A, filed on October 30,
    1991 (File No. 33-37356).

10. Opinion and Consent of Counsel.*

11. Consent of Independent Accountants.*

12. Not Applicable.

13. Subscription  Agreement  between  the  Registrant and  Wellington Management
    Company.  Incorporated  by  reference  to  Pre-Effective  Amendment No. 3 to
    Registration  Statement  on  Form  N-2, filed on December 21, 1989 (File No.
    33-25553).

14. Not Applicable.

15. (a) Distribution   and   Service  Plan  pursuant   to  Rule  12b-1 under the
        Investment  Company  Act of 1940 for  Class A  Shares.  Incorporated  by
        reference to Post-Effective Amendment No. 8 to Registration Statement on
        Form N-1A filed via EDGAR on January 30, 1995 (File No. 33-37356).

    (b) Distribution   and  Service  Plan  pursuant  to  Rule  12b-1  under  the
        Investment  Company  Act of 1940 for  Class B  Shares.  Incorporated  by
        reference to Post-Effective Amendment No. 8 to Registration Statement on
        Form N-1A filed via EDGAR on January 30, 1995 (File No. 33-37356).

    (c) Distribution   and  Service  Plan  pursuant  to  Rule  12b-1  under  the
        Investment  Company  Act of 1940 for  Class C  Shares.  Incorporated  by
        reference to Post-Effective Amendment No. 8 to Registration Statement on
        Form N-1A filed via EDGAR on January 30, 1995 (File No. 33-37356).




                                    
<PAGE>



16. (a) Schedule  of  Computation  of  Performance  Quotations.  Incorporated by
        reference to Pre-Effective  Amendment No. 1 to Registration Statement on
        Form N-1A, filed on January 9, 1991 (File No. 33-37356).

    (b) Schedule of  Computation of 30-day yield.  Incorporated  by reference to
        Post-Effective  Amendment No. 5 to Registration  Statement on Form N-1A,
        filed via EDGAR on November 30, 1993 (File No. 33-37356).

   

17. Financial Data Schedule.*

18. Rule 18f-3 Plan.*

    

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





                         FORM OF ARTICLES SUPPLEMENTARY
                                       OF
                            GLOBAL UTILITY FUND, INC.

                                  * * * * * * *
                           Pursuant to Section 2-208.1
                     of the Maryland General Corporation Law
                                  * * * * * * *

         Global Utility Fund, Inc., a Maryland corporation having its
principal offices in Baltimore, Maryland and Newark, New Jersey
(the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:

         FIRST:            The Corporation is registered as an open-end company
under the Investment Company Act of 1940.

         SECOND:           The total number of shares of all classes of stock
which the Corporation has authority to issue is 2 billion shares of
common stock, par value of $.001 each, having an aggregate par
value of $2,000,000.

         THIRD:            Heretofore, the number of authorized shares of which
the Corporation has authority to issue was divided into three
classes of shares, consisting of 666,666,666 2/3 shares of Class A
Common Stock, 666,666,666 2/3 shares of Class B Common Stock and
666,666,666 2/3 shares of Class C Common Stock.
 
         FOURTH:           In accordance with Section 2-105(c) of the Maryland
General Corporation Law and pursuant to a resolution duly adopted
by the Board of Directors of the Corporation at a meeting held on
May 9, 1996, the number of authorized shares of which the
Corporation has authority to issue is hereby divided into four
classes of shares, consisting of 500,000,000 shares of Class A
Common Stock, 500,000,000 shares of Class B Common Stock,
500,000,000 shares of Class C Common Stock and 500,000,000 shares
of Class Z Common Stock.

         FIFTH:            The Class Z shares shall represent the same interest
in the Corporation and have identical voting, dividend, liquidation
and other rights as the Class A, Class B and Class C shares except
that (i) Expenses related to the distribution of each class of
shares shall be borne solely by such class; (ii) The bearing of
such expenses solely by shares of each class shall be appropriately
reflected (in the manner determined by the Board of Directors) in
the net asset value, dividends, distribution and liquidation rights
of the shares of such class; (iii) The Class A Common Stock shall
be subject to a front-end sales load and a Rule 12b-1 distribution
fee as determined by the Board of Directors from time to time; (iv)
The Class B Common Stock shall be subject to a contingent deferred
sales charge and a Rule 12b-1 distribution fee as determined by the

<PAGE>

Board of Directors from time to time; (v) The Class C Common Stock
shall be subject to a contingent deferred sales charge and a Rule
12b-1 distribution fee as determined by the Board of Directors from
time to time and (vi) The Class Z Common Stock shall not be subject
to a front-end sales load, a contingent deferred sales charge nor
a Rule 12b-1 distribution fee.  All shares of each particular class
shall represent an equal proportionate interest in that class, and
each share of any particular class shall be equal to each other
share of that class.

         IN WITNESS WHEREOF, GLOBAL UTILITY FUND, INC., has caused
these presents to be signed in its name and on its behalf by its
Vice President and attested by its Assistant Secretary on
_______________, 1996.

                                               GLOBAL UTILITY FUND, INC.



                                               By                            
                                                        Robert F. Gunia
                                                        Vice President


Attest:                              
                  S. Jane Rose
                  Secretary


         THE UNDERSIGNED, Vice President of Global Utility Fund, Inc.,
who executed on behalf of the Corporation the foregoing Articles
Supplementary of which this certificate is made a part, hereby
acknowledges in the name and on behalf of said Corporation the
foregoing Articles Supplementary to be the corporate act of said
Corporation and hereby certifies that to the best of his knowledge,
information and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.


                                                                             
                                                       Robert F. Gunia
                                                       Vice President




guf-art.sup





 
 
                            GLOBAL UTILITY FUND, INC.
 
                             Distribution Agreement


                  Agreement made as of May 9, 1996, between Global Utility
Fund, Inc., a Maryland corporation (the Fund), and Prudential
Securities Incorporated, a Delaware corporation (the Distributor).

                                   WITNESSETH
 
                  WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the Investment Company Act), as a
diversified, open-end, management investment company and it is in
the interest of the Fund to offer its shares for sale continuously;

                  WHEREAS, the shares of the Fund may be divided into
classes and/or series (all such shares being referred to herein as
Shares) and the Fund currently is authorized to offer Class A,
Class B, Class C and Class Z Shares;

                  WHEREAS, the Distributor is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended, and is
engaged in the business of selling shares of registered investment
companies either directly or through other broker-dealers;

                  WHEREAS, the Fund and the Distributor wish to enter into
an agreement with each other, with respect to the continuous
offering of the Fund's Shares from and after the date hereof in
order to promote the growth of the Fund and facilitate the
distribution of its Shares; and
 
                  WHEREAS, upon approval by the holders of the respective
classes and/or series of Shares of the Fund it is contemplated that
the Fund will adopt a plan (or plans) of distribution pursuant to
Rule 12b-1 under the Investment Company Act with respect to certain
of its classes and/or series of Shares (the Plans) authorizing
payments by the Fund to the Distributor with respect to the
distribution of such classes and/or series of Shares and the
maintenance of related shareholder accounts.

                  NOW, THEREFORE, the parties agree as follows:

Section 1.  Appointment of the Distributor

                  The Fund hereby appoints the Distributor as the principal
underwriter and distributor of the Shares of the Fund to sell
Shares to the public on behalf of the Fund and the Distributor
hereby accepts such appointment and agrees to act hereunder.  The
Fund hereby agrees during the term of this Agreement to sell Shares
of the Fund through the Distributor on the terms and conditions set
forth below.


                                       1
<PAGE>

Section 2.  Exclusive Nature of Duties

                  The Distributor shall be the exclusive representative of
the Fund to act as principal underwriter and distributor of the
Fund's Shares, except that:

                  2.1  The exclusive rights granted to the Distributor to
sell Shares of the Fund shall not apply to Shares of the Fund
issued in connection with the merger or consolidation of any other
investment company or personal holding company with the Fund or the
acquisition by purchase or otherwise of all (or substantially all)
the assets or the outstanding shares of any such company by the
Fund.

                  2.2  Such exclusive rights shall not apply to Shares
issued by the Fund pursuant to reinvestment of dividends or capital
gains distributions or through the exercise of any conversion
feature or exchange privilege.

                  2.3  Such exclusive rights shall not apply to Shares
issued by the Fund pursuant to the reinstatement privilege afforded
redeeming shareholders.

                  2.4  Such exclusive rights shall not apply to purchases
made through the Fund's transfer and dividend disbursing agent in
the manner set forth in the currently effective Prospectus of the
Fund.  The term "Prospectus" shall mean the Prospectus and
Statement of Additional Information included as part of the Fund's
Registration Statement, as such Prospectus and Statement of
Additional Information may be amended or supplemented from time to
time, and the term "Registration Statement" shall mean the
Registration Statement filed by the Fund with the Securities and
Exchange Commission and effective under the Securities Act of 1933,
as amended (Securities Act), and the Investment Company Act, as
such Registration Statement is amended from time to time.

Section 3.  Purchase of Shares from the Fund

                  3.1  The Distributor shall have the right to buy from the
Fund on behalf of investors the Shares needed, but not more than
the Shares needed (except for clerical errors in transmission) to
fill unconditional orders for Shares placed with the Distributor by
investors or registered and qualified securities dealers and other
financial institutions (selected dealers).
 
                  3.2  The Shares shall be sold by the Distributor on
behalf of the Fund and delivered by the Distributor or selected
dealers, as described in Section 6.4 hereof, to investors at the
offering price as set forth in the Prospectus.

                  3.3  The Fund shall have the right to suspend the sale of
any or all classes and/or series of its Shares at times when


                                       2
<PAGE>

redemption is suspended pursuant to the conditions in Section 4.3
hereof or at such other times as may be determined by the Board of
Directors.  The Fund shall also have the right to suspend the sale
of any or all classes and/or series of its Shares if a banking
moratorium shall have been declared by federal or New York
authorities.

                  3.4  The Fund, or any agent of the Fund designated in
writing by the Fund, shall be promptly advised of all purchase
orders for Shares received by the Distributor.  Any order may be
rejected by the Fund; provided, however, that the Fund will not
arbitrarily or without reasonable cause refuse to accept or confirm
orders for the purchase of Shares.  The Fund (or its agent) will
confirm orders upon their receipt, will make appropriate book
entries and upon receipt by the Fund (or its agent) of payment
therefor, will deliver deposit receipts for such Shares pursuant to
the instructions of the Distributor.  Payment shall be made to the
Fund in New York Clearing House funds or federal funds.  The
Distributor agrees to cause such payment and such instructions to
be delivered promptly to the Fund (or its agent).

Section 4.  Repurchase or Redemption of Shares by the Fund

                  4.1  Any of the outstanding Shares may be tendered for
redemption at any time, and the Fund agrees to repurchase or redeem
the Shares so tendered in accordance with its Articles of
Incorporation as amended from time to time, and in accordance with
the applicable provisions of the Prospectus.  The price to be paid
to redeem or repurchase the Shares shall be equal to the net asset
value determined as set forth in the Prospectus.  All payments by
the Fund hereunder shall be made in the manner set forth in Section
4.2 below.

                  4.2  The Fund shall pay the total amount of the
redemption price as defined in the above paragraph pursuant to the
instructions of the Distributor on or before the seventh day
subsequent to its having received the notice of redemption in
proper form.  The proceeds of any redemption of Shares shall be
paid by the Fund as follows: (i) in the case of Shares subject to
a contingent deferred sales charge, any applicable contingent
deferred sales charge shall be paid to the Distributor, and the
balance shall be paid to or for the account of the redeeming
shareholder, in each case in accordance with applicable provisions
of the Prospectus; and (ii) in the case of all other Shares,
proceeds shall be paid to or for the account of the redeeming
shareholder, in each case in accordance with applicable provisions
of the Prospectus.

                  4.3  Redemption of any class and/or series  of Shares or
payment may be suspended at times when the New York Stock Exchange
is closed for other than customary weekends and holidays, when
trading on said Exchange is restricted, when an emergency exists as


                                       3
<PAGE>

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 during
any other period when the Securities and Exchange Commission, by
order, so permits.

Section 5.  Duties of the Fund

                  5.1  Subject to the possible suspension of the sale of
Shares as provided herein, the Fund agrees to sell its Shares so
long as it has Shares of the respective class and/or series
available.

                  5.2  The Fund shall furnish the Distributor copies of all
information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the
distribution of Shares, and this shall include one certified copy,
upon request by the Distributor, of all financial statements
prepared for the Fund by independent public accountants.  The Fund
shall make available to the Distributor such number of copies of
its Prospectus and annual and interim reports as the Distributor
shall reasonably request.

                  5.3  The Fund shall take, from time to time, but subject
to the necessary approval of the Board of Directors and the
shareholders, all necessary action to fix the number of authorized
Shares and such steps as may be necessary to register the same
under the Securities Act, to the end that there will be available
for sale such number of Shares as the Distributor reasonably may
expect to sell.  The Fund agrees to file from time to time such
amendments, reports and other documents as may be necessary in
order that there will be no untrue statement of a material fact in
the Registration Statement, or necessary in order that there will
be no omission to state a material fact in the Registration
Statement which omission would make the statements therein
misleading.

                  5.4  The Fund shall use its best efforts to qualify and
maintain the qualification of any appropriate number of its Shares
for sales under the securities laws of such states as the
Distributor and the Fund may approve; provided that the Fund shall
not be required to amend its Articles of Incorporation or By-Laws
to comply with the laws of any state, to maintain an office in any
state, to change the terms of the offering of its Shares in any
state from the terms set forth in its Registration Statement, to
qualify as a foreign corporation in any state or to consent to
service of process in any state other than with respect to claims
arising out of the offering of its Shares.  Any such qualification
may be withheld, terminated or withdrawn by the Fund at any time in
its discretion.  As provided in Section 9 hereof, the expense of
qualification and maintenance of qualification shall be borne by
the Fund.  The Distributor shall furnish such information and other


                                       4
<PAGE>

material relating to its affairs and activities as may be required
by the Fund in connection with such qualifications.

Section 6.  Duties of the Distributor

                  6.1  The Distributor shall devote reasonable time and
effort to effect sales of Shares, but shall not be obligated to
sell any specific number of Shares.  Sales of the Shares shall be
on the terms described in the Prospectus.  The Distributor may
enter into like arrangements with other investment companies.  The
Distributor shall compensate the selected dealers as set forth in
the Prospectus.

                  6.2  In selling the Shares, the Distributor shall use its
best efforts in all respects duly to conform with the requirements
of all federal and state laws relating to the sale of such
securities.  Neither the Distributor nor any selected dealer nor
any other person is authorized by the Fund to give any information
or to make any representations, other than those contained in the
Registration Statement or Prospectus and any sales literature
approved by appropriate officers of the Fund.

                  6.3  The Distributor shall adopt and follow procedures
for the confirmation of sales to investors and selected dealers,
the collection of amounts payable by investors and selected dealers
on such sales and the cancellation of unsettled transactions, as
may be necessary to comply with the requirements of the National
Association of Securities Dealers, Inc. (NASD).

                  6.4  The Distributor shall have the right to enter into
selected dealer agreements with registered and qualified securities
dealers and other financial institutions of its choice for the sale
of Shares, provided that the Fund shall approve the forms of such
agreements.  Within the United States, the Distributor shall offer
and sell Shares only to such selected dealers as are members in
good standing of the NASD.  Shares sold to selected dealers shall
be for resale by such dealers only at the offering price determined
as set forth in the Prospectus.

Section 7.  Payments to the Distributor

                  7.1      With respect to classes and/or series of Shares
which impose a front-end sales charge, the Distributor shall
receive and may retain any portion of any front-end sales charge
which is imposed on such sales and not reallocated to selected
dealers as set forth in the Prospectus, subject to the limitations
of Article III, Section 26 of the NASD Rules of Fair Practice.
Payment of these amounts to the Distributor is not contingent upon
the adoption or continuation of any applicable Plans.

                  7.2      With respect to classes and/or series  of Shares
which impose a contingent deferred sales charge, the Distributor


                                       5
<PAGE>

shall receive and may retain any contingent deferred sales charge
which is imposed on such sales as set forth in the Prospectus,
subject to the limitations of Article III, Section 26 of the NASD
Rules of Fair Practice.  Payment of these amounts to the
Distributor is not contingent upon the adoption or continuation of
any Plan.

Section 8.  Payment of the Distributor under the Plan

                  8.1  The Fund shall pay to the Distributor as
compensation for services under any Plans adopted by the Fund and
this Agreement a distribution and service fee with respect to the
Fund's classes and/or series  of Shares as described in each of the
Fund's respective Plans and this Agreement.

                  8.2  So long as a Plan or any amendment thereto is in
effect, the Distributor shall inform the Board of Directors of the
commissions and account servicing fees with respect to the relevant
class and/or series  of Shares to be paid by the Distributor to
account executives of the Distributor and to broker-dealers and
financial institutions which have dealer agreements with the
Distributor.  So long as a Plan (or any amendment thereto) is in
effect, at the request of the Board of Directors or any agent or
representative of the Fund, the Distributor shall provide such
additional information as may reasonably be requested concerning
the activities of the Distributor hereunder and the costs incurred
in performing such activities with respect to the relevant class
and/or series  of Shares.

Section 9.  Allocation of Expenses

                  The Fund shall bear all costs and expenses of the
continuous offering of its Shares (except for those costs and
expenses borne by the Distributor pursuant to a Plan and subject to
the requirements of Rule 12b-1 under the Investment Company Act),
including fees and disbursements of its counsel and auditors, in
connection with the preparation and filing of any required
Registration Statements and/or Prospectuses under the Investment
Company Act or the Securities Act, and all amendments and
supplements thereto, and preparing and mailing annual and periodic
reports and proxy materials to shareholders (including but not
limited to the expense of setting in type any such Registration
Statements, Prospectuses, annual or periodic reports or proxy
materials).  The Fund shall also bear the cost of expenses of
qualification of the Shares for sale, and, if necessary or
advisable in connection therewith, of qualifying the Fund as a
broker or dealer, in such states of the United States or other
jurisdictions as shall be selected by the Fund and the Distributor
pursuant to Section 5.4 hereof and the cost and expense payable to
each such state for continuing qualification therein until the Fund
decides to discontinue such qualification pursuant to Section 5.4
hereof.  As set forth in Section 8 above, the Fund shall also bear


                                       6
<PAGE>

the expenses it assumes pursuant to any Plan, so long as such Plan
is in effect.

Section 10.  Indemnification

                  10.1 The Fund agrees to indemnify, defend and hold the
Distributor, its officers and directors and any person who controls
the Distributor within the meaning of Section 15 of the Securities
Act, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and
any reasonable counsel fees incurred in connection therewith) which
the Distributor, its officers, directors or any such controlling
person may incur under the Securities Act, or under common law or
otherwise, arising out of or based upon any untrue statement of a
material fact contained in the Registration Statement or Prospectus
or arising out of or based upon any alleged omission to state a
material fact required to be stated in either thereof or necessary
to make the statements in either thereof not misleading, except
insofar as such claims, demands, liabilities or expenses arise out
of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in
conformity with information furnished in writing by the Distributor
to the Fund for use in the Registration Statement or Prospectus;
provided, however, that this indemnity agreement shall not inure to
the benefit of any such officer, director, trustee or controlling
person unless a court of competent jurisdiction shall determine in
a final decision on the merits, that the person to be indemnified
was not liable by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations under this Agreement
(disabling conduct), or, in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that
the indemnified person was not liable by reason of disabling
conduct, by (a) a vote of a majority of a quorum of directors or
trustees who are neither "interested persons" of the Fund as
defined in Section 2(a)(19) of the Investment Company Act nor
parties to the proceeding, or (b) an independent legal counsel in
a written opinion. The Fund's agreement to indemnify the
Distributor, its officers and directors or trustees and any such
controlling person as aforesaid is expressly conditioned upon the
Fund's being promptly notified of any action brought against the
Distributor, its officers or directors or trustees, or any such
controlling person, such notification to be given by letter or
telegram addressed to the Fund at its principal business office.
The Fund agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against it or any of
its officers or directors in connection with the issue and sale of
any Shares.

                  10.2 The Distributor agrees to indemnify, defend and hold
the Fund, its officers and Directors and any person who controls


                                       7
<PAGE>

the Fund, if any, within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or
liabilities and any reasonable counsel fees incurred in connection
therewith) which the Fund, its officers and Directors or any such
controlling person may incur under the Securities Act or under
common law or otherwise, but only to the extent that such liability
or expense incurred by the Fund, its Directors or officers or such
controlling person resulting from such claims or demands shall
arise out of or be based upon any alleged untrue statement of a
material fact contained in information furnished in writing by the
Distributor to the Fund for use in the Registration Statement or
Prospectus or shall arise out of or be based upon any alleged
omission to state a material fact in connection with such
information required to be stated in the Registration Statement or
Prospectus or necessary to make such information not misleading.
The Distributor's agreement to indemnify the Fund, its officers and
Directors and any such controlling person as aforesaid, is
expressly conditioned upon the Distributor's being promptly
notified of any action brought against the Fund, its officers and
Directors or any such controlling person, such notification being
given to the Distributor at its principal business office.

Section 11.  Duration and Termination of this Agreement

                  11.1     This Agreement shall become effective as of the date
first above written and shall remain in force for two years from
the date hereof and thereafter, but only so long as such
continuance is specifically approved at least annually by (a) the
Board of Directors of the Fund, or by the vote of a majority of the
outstanding voting securities of the applicable class and/or series
of the Fund, and (b) by the vote of a majority of those Directors
who are not parties to this Agreement or interested persons of any
such parties and who have no direct or indirect financial interest
in this Agreement or in the operation of any of the Fund's Plans or
in any agreement related thereto (Independent Directors), cast in
person at a meeting called for the purpose of voting upon such
approval.

                  11.2     This Agreement may be terminated at any time,
without the payment of any penalty, by a majority of the
Independent Directors or by vote of a majority of the outstanding
voting securities of the applicable class and/or series  of the
Fund, or by the Distributor, on sixty (60) days' written notice to
the other party.  This Agreement shall automatically terminate in
the event of its assignment.

                  11.3     The terms "affiliated person," "assignment,"
"interested person" and "vote of a majority of the outstanding
voting securities", when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act.



                                       8
<PAGE>

Section 12.  Amendments to this Agreement

                  This Agreement may be amended by the parties only if such
amendment is specifically approved by (a) the Board of Directors of
the Fund, or by the vote of a majority of the outstanding voting
securities of the applicable class and/or series  of the Fund, and
(b) by the vote of a majority of the Independent Directors cast in
person at a meeting called for the purpose of voting on such
amendment.

Section 13.  Separate Agreement as to Classes and/or Series 

                  The amendment or termination of this Agreement with
respect to any class and/or series  shall not result in the
amendment or termination of this Agreement with respect to any
other class and/or series  unless explicitly so provided.

Section 14.  Governing Law

                  The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as
at the time in effect and the applicable provisions of the
Investment Company Act.  To the extent that the applicable law of
the State of New York, or any of the provisions herein, conflict
with the applicable provisions of the Investment Company Act, the
latter shall control.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year above written.


                                     Prudential Securities Incorporated


                                     By: /s/ Robert F. Gunia
                                         Robert F. Gunia
                                         Senior Vice President
 


                                     Global Utility Fund, Inc.


                                     By: /s/ Richard A. Redeker
                                         Richard A. Redeker
                                         President


GUF-REV.DIS



                                       9




                                            KIRKPATRICK & LOCKHART LLP
                                                 1800 M Street, NW
                                              South Lobby, Suite 900
                                               Washington, DC 20036



   
                                                 November 26, 1996
    



Global Utility Fund, Inc.
One Seaport Plaza
New York, New York 10292

Dear Sir or Madam:

   
         Global Utility Fund, Inc. ("Company") is a corporation  organized under
the laws of the State of Maryland.  We  understand  that the Company is about to
file Post-Effective Amendment No. 10 to its Registration  Statement on Form N-1A
for the  purpose of  registering  additional  shares of common  stock  under the
Securities Act of 1933, as amended ("1933 Act"), pursuant to Section 24(e)(1) of
the  Investment  Company Act of 1940,  as amended  ("1940  Act"),  as well as to
update the Company's financial statements and make certain editorial changes.

         We have,  as  counsel,  participated  in  various  corporate  and other
proceedings  relating to the Company. We have examined copies,  either certified
or otherwise proved to be genuine, of its Articles of Incorporation and By-Laws,
as now in effect,  the minutes of meetings of its board of  directors  and other
documents  relating to its  organization  and  operation,  and we are  generally
familiar with its corporate affairs.  Based on the foregoing,  it is our opinion
that the  3,461,326  shares  of  common  stock of the  Company  currently  being
registered  pursuant  to  Section  24(e)(1)  of the 1940 Act,  as  reflected  in
Post-Effective Amendment No. 10, may be legally and validly  issued from time to
time in accordance with the Company's Articles of Incorporation and By-Laws and,
subject to  compliance  with the 1933 Act,  the 1940 Act and various  state laws
regulating the offer and sale of securities; and when so issued, these shares of
common stock will be legally issued, fully paid and non-assessable.
    




<PAGE>


   
Global Utility Fund, Inc.
November 26, 1996
Page 2


         We hereby  consent to the filing of this  opinion  in  connection  with
Post-Effective Amendment No. 10 to the Company's  Registration Statement on Form
N-1A to be filed with the Securities and Exchange Commission.
    

                                            Very truly yours,

                                            KIRKPATRICK & LOCKHART LLP



                                            By:
                                                Stephanie A. Djinis







CONSENT OF INDEPENDENT AUDITORS


   
We  consent  to the  use  in  Post-Effective  Amendment  No. 10 to  Registration
Statement No. 33-37356 of Global Utility Fund, Inc. of our report dated November
14, 1996, appearing in the Statement of Additional  Information, which is a part
of such Registration  Statement,  and to the references to us under the headings
"Financial  Highlights" in the Prospectus,  which is a part of such Registration
Statement,   and  "Custodian,   Transfer  and  Dividend   Disbursing  Agent  and
Independent Accountants" in the Statement of Additional Information.




Deloitte & Touche LLP
New York, New York
November 27, 1996
    




                            GLOBAL UTILITY FUND,INC.
                                   (the Fund)


                           PLAN PURSUANT TO RULE 18F-3

         The Fund hereby adopts this plan pursuant to Rule 18f-3
under the Investment Company Act of 1940 (the 1940 Act), setting
forth the separate arrangement and expense allocation of each
class of shares.  Any material amendment to this plan is subject
to prior approval of the Board of Directors, including a majority
of the independent Directors.


                              CLASS CHARACTERISTICS

CLASS A SHARES:                    Class A shares are subject to a high initial
                                   sales charge and a distribution and/or
                                   service fee pursuant to Rule 12b-1 under the
                                   1940 Act (Rule 12b-1 fee) not to exceed .30
                                   of 1% per annum of the average daily net
                                   assets of the class.  The initial sales
                                   charge is waived or reduced for certain
                                   eligible investors.

CLASS B SHARES:                    Class B shares are not subject to an initial
                                   sales charge but are subject to a high
                                   contingent deferred sales charge (declining
                                   by 1% each year) which will be imposed on
                                   certain redemptions and a Rule 12b-1 fee of
                                   not to exceed [.75 of 1%/1%] per annum of the
                                   average daily net assets of the class.  The
                                   contingent deferred sales charge is waived
                                   for certain eligible investors.  Class B
                                   shares automatically convert to Class A
                                   shares approximately [seven] years after
                                   purchase.

CLASS C SHARES:                    Class C shares are not subject to an initial
                                   sales charge but are subject to a low
                                   contingent deferred sales charge (declining
                                   by 1% each year) which will be imposed on
                                   certain redemptions and a Rule 12b-1 fee not
                                   to exceed 1% per annum of the average daily
                                   net assets of the class.

Class Z SHARES:                    Class Z shares are not subject to either an
                                   initial or contingent deferred sales charge
                                   nor are they subject to any Rule 12b-1 fee.

                         INCOME AND EXPENSE ALLOCATIONS

         Income, any realized and unrealized capital gains and
         losses, and expenses not allocated to a particular class,

<PAGE>

         will be allocated to each class on the basis of the net
         asset value of that class in relation to the net asset value
         of the Fund.

                           DIVIDENDS AND DISTRIBUTIONS

         Dividends and other distributions paid by the Fund to each
         class of shares, to the extent paid, will be paid on the
         same day and at the same time, and will be determined in the
         same manner and will be in the same amount, except that the
         amount of the dividends and other distributions declared and
         paid by a particular class may be different from that paid
         by another class because of Rule 12b-1 fees and other
         expenses borne exclusively by that class.


                               EXCHANGE PRIVILEGE

         Each class of shares is generally exchangeable for the same
         class of shares (or the class of shares with similar
         characteristics), if any, of the other Prudential Mutual
         Funds (subject to certain minimum investment requirements)
         at relative net asset value without the imposition of any
         sales charge.

         Class B and Class C shares (which are not subject to a
         contingent deferred sales charge) of shareholders who
         qualify to purchase Class A shares at net asset value will
         be automatically exchanged for Class A shares on a quarterly
         basis, unless the shareholder elects otherwise.


                               CONVERSION FEATURES

         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.


                                     GENERAL

A.       Each class of shares shall have exclusive voting rights on
         any matter submitted to shareholders that relates solely to
         its arrangement and shall have separate voting rights on any
         matter submitted to shareholders in which the interests of
         one class differ from the interests of any other class.

B.       On an ongoing basis, the Directors, pursuant to their
         fiduciary responsibilities under the 1940 Act and otherwise,
         will monitor the Fund for the existence of any material
         conflicts among the interests of its several classes.  The
         Directors, including a majority of the independent

<PAGE>

         Directors, shall take such action as is reasonably necessary
         to eliminate any such conflicts that may develop.
         Prudential Mutual Fund Management, Inc., the Fund's Manager,
         will be responsible for reporting any potential or existing
         conflicts to the Directors.



C.       For purposes of expressing an opinion on the financial
         statements of the Fund, the methodology and procedures for
         calculating the net asset value and dividends/distributions
         of the Fund's several classes and the proper allocation of
         income and expenses among such classes will be examined
         annually by the Fund's independent auditors who, in
         performing such examination, shall consider the factors set
         forth in the relevant auditing standards adopted, from time
         to time, by the American Institute of Certified Public
         Accountants.


Dated:            March 1, 1996





[ARTICLE] 6
[CIK] 0000843091
[NAME] GLOBAL UTILTY FUND, INC.
[SERIES]
   [NUMBER] 001
   [NAME] GLOBAL UTILITY FUND, INC. (CLASS A)
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                      YEAR
[FISCAL-YEAR-END]                          SEP-30-1995
[PERIOD-END]                               SEP-30-1996
[INVESTMENTS-AT-COST]                      255,844,553
[INVESTMENTS-AT-VALUE]                     297,297,313
[RECEIVABLES]                                6,188,414
[ASSETS-OTHER]                                 184,162
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                             303,669,889
[PAYABLE-FOR-SECURITIES]                       541,800
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                    2,109,946
[TOTAL-LIABILITIES]                          2,651,746
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                   243,987,485
[SHARES-COMMON-STOCK]                       20,027,778
[SHARES-COMMON-PRIOR]                       23,934,353
[ACCUMULATED-NII-CURRENT]                      347,667
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                     15,225,749
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                    41,457,242
[NET-ASSETS]                               301,018,143
[DIVIDEND-INCOME]                            9,232,590
[INTEREST-INCOME]                            6,222,613
[OTHER-INCOME]                                       0
[EXPENSES-NET]                               5,868,292
[NET-INVESTMENT-INCOME]                      9,586,911
[REALIZED-GAINS-CURRENT]                    18,126,265
[APPREC-INCREASE-CURRENT]                   (1,176,880)
[NET-CHANGE-FROM-OPS]                       26,536,296
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                   (9,586,911)
[DISTRIBUTIONS-OF-GAINS]                    (9,598,503)
[DISTRIBUTIONS-OTHER]                          (18,990)
[NUMBER-OF-SHARES-SOLD]                     28,413,113
[NUMBER-OF-SHARES-REDEEMED]               (102,550,920)
[SHARES-REINVESTED]                         15,648,910
[NET-CHANGE-IN-ASSETS]                     (51,157,005)
[ACCUMULATED-NII-PRIOR]                         67,751
[ACCUMULATED-GAINS-PRIOR]                    6,776,785
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                        2,195,690
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                              5,868,292
[AVERAGE-NET-ASSETS]                       120,122,000
[PER-SHARE-NAV-BEGIN]                            14.72
[PER-SHARE-NII]                                   1.24
[PER-SHARE-GAIN-APPREC]                           0.00
[PER-SHARE-DIVIDEND]                             (0.51)
[PER-SHARE-DISTRIBUTIONS]                        (0.42)
[RETURNS-OF-CAPITAL]                              0.00
[PER-SHARE-NAV-END]                              15.03
[EXPENSE-RATIO]                                   1.30
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                              0.00
</TABLE>



<PAGE>


[ARTICLE] 6
[CIK] 0000843091
[NAME] GLOBAL UTILTY FUND, INC.
[SERIES]
   [NUMBER] 002
   [NAME] GLOBAL UTILITY FUND, INC. (CLASS B)
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                      YEAR
[FISCAL-YEAR-END]                          SEP-30-1995
[PERIOD-END]                               SEP-30-1996
[INVESTMENTS-AT-COST]                      255,844,553
[INVESTMENTS-AT-VALUE]                     297,297,313
[RECEIVABLES]                                6,188,414
[ASSETS-OTHER]                                 184,162
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                             303,669,889
[PAYABLE-FOR-SECURITIES]                       541,800
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                    2,109,946
[TOTAL-LIABILITIES]                          2,651,746
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                   243,987,485
[SHARES-COMMON-STOCK]                       20,027,778
[SHARES-COMMON-PRIOR]                       23,934,353
[ACCUMULATED-NII-CURRENT]                      347,667
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                     15,225,749
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                    41,457,242
[NET-ASSETS]                               301,018,143
[DIVIDEND-INCOME]                            9,232,590
[INTEREST-INCOME]                            6,222,613
[OTHER-INCOME]                                       0
[EXPENSES-NET]                               5,868,292
[NET-INVESTMENT-INCOME]                      9,586,911
[REALIZED-GAINS-CURRENT]                    18,126,265
[APPREC-INCREASE-CURRENT]                   (1,176,880)
[NET-CHANGE-FROM-OPS]                       26,536,296
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                   (9,586,911)
[DISTRIBUTIONS-OF-GAINS]                    (9,598,503)
[DISTRIBUTIONS-OTHER]                          (18,990)
[NUMBER-OF-SHARES-SOLD]                     28,413,113
[NUMBER-OF-SHARES-REDEEMED]               (102,550,920)
[SHARES-REINVESTED]                         15,648,910
[NET-CHANGE-IN-ASSETS]                     (51,157,005)
[ACCUMULATED-NII-PRIOR]                         67,751
[ACCUMULATED-GAINS-PRIOR]                    6,776,785
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                        2,195,690
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                              5,868,292
[AVERAGE-NET-ASSETS]                       210,305,000
[PER-SHARE-NAV-BEGIN]                            14.71
[PER-SHARE-NII]                                   1.14
[PER-SHARE-GAIN-APPREC]                           0.00
[PER-SHARE-DIVIDEND]                             (0.40)
[PER-SHARE-DISTRIBUTIONS]                        (0.42)
[RETURNS-OF-CAPITAL]                              0.00
[PER-SHARE-NAV-END]                              15.03
[EXPENSE-RATIO]                                   2.05
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                              0.00
</TABLE>

<PAGE>


[ARTICLE] 6
[CIK] 0000843091
[NAME] GLOBAL UTILTY FUND, INC.
[SERIES]
   [NUMBER] 003
   [NAME] GLOBAL UTILITY FUND, INC. (CLASS C)
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                      YEAR
[FISCAL-YEAR-END]                          SEP-30-1995
[PERIOD-END]                               SEP-30-1996
[INVESTMENTS-AT-COST]                      255,844,553
[INVESTMENTS-AT-VALUE]                     297,297,313
[RECEIVABLES]                                6,188,414
[ASSETS-OTHER]                                 184,162
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                             303,669,889
[PAYABLE-FOR-SECURITIES]                       541,800
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                    2,109,946
[TOTAL-LIABILITIES]                          2,651,746
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                   243,987,485
[SHARES-COMMON-STOCK]                       20,027,778
[SHARES-COMMON-PRIOR]                       23,934,353
[ACCUMULATED-NII-CURRENT]                      347,667
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                     15,225,749
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                    41,457,242
[NET-ASSETS]                               301,018,143
[DIVIDEND-INCOME]                            9,232,590
[INTEREST-INCOME]                            6,222,613
[OTHER-INCOME]                                       0
[EXPENSES-NET]                               5,868,292
[NET-INVESTMENT-INCOME]                      9,586,911
[REALIZED-GAINS-CURRENT]                    18,126,265
[APPREC-INCREASE-CURRENT]                   (1,176,880)
[NET-CHANGE-FROM-OPS]                       26,536,296
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                   (9,586,911)
[DISTRIBUTIONS-OF-GAINS]                    (9,598,503)
[DISTRIBUTIONS-OTHER]                          (18,990)
[NUMBER-OF-SHARES-SOLD]                     28,413,113
[NUMBER-OF-SHARES-REDEEMED]               (102,550,920)
[SHARES-REINVESTED]                         15,648,910
[NET-CHANGE-IN-ASSETS]                     (51,157,005)
[ACCUMULATED-NII-PRIOR]                         67,751
[ACCUMULATED-GAINS-PRIOR]                    6,776,785
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                        2,195,690
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                              5,868,292
[AVERAGE-NET-ASSETS]                           608,000
[PER-SHARE-NAV-BEGIN]                            14.71
[PER-SHARE-NII]                                   1.14
[PER-SHARE-GAIN-APPREC]                           0.00
[PER-SHARE-DIVIDEND]                             (0.40)
[PER-SHARE-DISTRIBUTIONS]                        (0.42)
[RETURNS-OF-CAPITAL]                              0.00
[PER-SHARE-NAV-END]                              15.03
[EXPENSE-RATIO]                                   2.05
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                              0.00
</TABLE>




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