PRUDENTIAL SHORT TERM GLOBAL INCOME FUND INC, PRES14A, 1994-03-17

PRUDENTIAL SHORT TERM GLOBAL INCOME FUND INC
PRES14A, 1994-03-17

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PRELIMINARY COPY

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[X] Preliminary proxy statement

[ ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or 14a-12

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.

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(Name of Registrant as Specified in Its Charter)

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.

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(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or Rule 14a-
6(j)(2).

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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PRELIMINARY COPY

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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To our Shareholders:

Notice is hereby given that a Special Meeting of Shareholders of the
Short-Term Global Income Portfolio and the Global Assets Portfolio of
Prudential Short-Term Global Income Fund, Inc. (the Fund), will be held at
3:00 P.M. on [ ,] 1994, at 199 Water Street, New York, N.Y. 10292, for
the following purposes:

1. To elect Directors.

2. To approve an amendment of the Fund's Articles of Incorporation
to permit a conversion feature for Class B Shares of the Short-Term
Global Income Portfolio.

3. To approve amended and restated Class A Distribution and
Service Plans for the Short-Term Global Income Portfolio and the Global
Assets Portfolio.

4. To approve an amended and restated Class B Distribution and
Service Plans for the Short-Term Global Income Portfolio.

5. To approve a modification in the investment objective of the
Short-Term Global Income Portfolio to one of "maximum total return".

6. To approve an amendment of the Fund's investment restrictions
to clarify that collateral arrangements with respect to interest rate
swap transactions, reverse repurchase agreements and dollar roll
transactions are not deemed to be the issuance of a senior security or
the pledge of assets.

7. To ratify the selection by the Board of Directors of Deloitte &
Touche as independent accountants for the fiscal year ending October
31, 1994.

8. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

Only shares of Common Stock of the Fund of record at the close of
business on [ ,] 1994 are entitled to notice of and to vote at
this Meeting or any adjournment thereof.

S. Jane Rose
Secretary
Dated: March , 1994

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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY
PROMPTLY.
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PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292

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PROXY STATEMENT

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This statement is furnished by the Board of Directors of Prudential
Short-Term Global Income Fund, Inc. (the Fund), in connection with its
solicitation of proxies for use at a Special Meeting of Shareholders to be
held at 3:00 P.M. on [ ,] 1994 at 199 Water Street, New York, New York
10292, the Fund's principal executive office. The purpose of the Meeting
and the matters to be acted upon are set forth in the accompanying Notice
of Special Meeting.

If the accompanying form of Proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with
the instructions on the Proxy. However, if no instructions are specified,
shares will be voted for the election of Directors and for each of the
other proposals. A Proxy may be revoked at any time prior to the time it
is voted by written notice to the Secretary of the Fund or by attendance
at the Meeting. If sufficient votes to approve one or more of the proposed
items are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote for the proposed adjournment all shares that they are entitled to
vote with respect to each item, unless directed to disapprove the item, in
which case such shares will be voted against the proposed adjournment.

If a Proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote"
(that is, a Proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person
entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), the shares
represented thereby will be considered not to be present at the Meeting
for purposes of determining the existence of quorum for the transaction of
business and be deemed not cast with respect to such proposal. If no
instructions are received by the broker or nominee from the shareholder with
reference to routine matters, the shares represented thereby may be
considered for purposes of determining the existence of a quorum for the
transaction of business and will be deemed cast with respect to such
proposal. Also, a properly executed and returned Proxy marked with an
abstention will be considered present at the Meeting for the purposes of
determining the existence of a quorum for the transaction of business.
However, abstentions and broker "non-votes" do not constitute a vote "for"
or "against" the matter, but have the effect of a negative vote on matters
which require approval by a requisite percentage of the outstanding
shares.

The close of business on [ ,] 1994 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting. On that

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date, the Short-Term Global Income Portfolio had [ ] shares of
Common Stock outstanding and entitled to vote consisting of [ ]
Class A shares and [ ] Class B shares and the Global Assets
Portfolio had [ ] shares of Common Stock outstanding and
entitled to vote consisting of [ ] Class A shares and
[ ] Class B shares. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Special Meeting, Proxy
Statement and form of Proxy will first be mailed to shareholders on or
about March , 1994.

Management does not know of any person or group who owned beneficially
5% or more of the outstanding shares of either class of Common Stock of
either Portfolio of the Fund as of [ ,] 1994.

The expense of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding
proxy solicitation material to beneficial owners. The solicitation of
proxies will be largely by mail. The Board of Directors of the Fund has
authorized management to retain Shareholder Communications Corporation, a
proxy solicitation firm, to assist in the solicitation of proxies for this
Meeting. This cost, including specified expenses, is not expected to exceed
$24,000 and will be borne by the Fund. In addition, solicitation may
include, without cost to the Fund, telephone, telegraphic or oral
communication by regular employees of Prudential Securities Incorporated
(Prudential Securities) and its affiliates.

ELECTION OF DIRECTORS
(Proposal No. 1)

At the Meeting, ten Directors will be elected to hold office for a term
of unlimited duration until their successors are elected and qualify. It is
the intention of the persons named in the accompanying form of Proxy to
vote for the election of Stephen C. Eyre, Delayne D. Gold, Don G. Hoff,
Harry A. Jacobs, Jr., Sidney R. Knafel, Robert E. LaBlanc, Lawrence C.
McQuade, Thomas A. Owens, Jr., Richard A. Redeker and Clay T. Whitehead,
all of whom are currently members of the Board of Directors. Each of the
nominees has consented to be named in this Proxy Statement and to serve as
a Director if elected. All of the current members of the Board of
Directors, except for Richard A. Redeker, have previously been elected by
the shareholders. All of the Directors except for Mr. Redeker have served
as Directors since September 9, 1990. Mr. Redeker has served as a Director
since December 15, 1993.

The Board of Directors has no reason to believe that any of the
nominees named above will become unavailable for election as a Director,
but if that should occur before the Meeting, proxies will be voted for
such persons as the Board of Directors may recommend.

The Fund's By-laws provide that the Fund will not be required to hold
annual meetings of shareholders if the election of Directors is not
required under the Investment Company Act of 1940, as amended (the
Investment Company Act). It is the present intention of the Board of
Directors of the Fund not to hold annual meetings of shareholders unless
such shareholder action is required.

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INFORMATION REGARDING DIRECTORS

Shares of
Name, age, business Common Stock
experience during the past Position owned at
five years and directorships with Fund [ ,] 1994
---------------------------- --------- -------------------

Stephen C. Eyre (71), Executive Director, The Director -0-
John A. Hartford Foundation, Inc.
(charitable foundation) (since May 1985);
Director of Faircom, Inc., Munich American
Reinsurance Company and Munich Management
Corporation, Prudential Global Fund, Inc.,
Prudential Pacific Growth Fund, Inc. and,
Prudential Short-Term Global Income Fund,
Inc.; Trustee of Pace University and
Prudential U.S. Government Fund.

Delayne D. Gold (55), Marketing and Manage- Director -0-
ment Consultant; Director of Prudential
Adjustable Rate Securities Fund, Inc.,
Prudential Equity Fund, Inc., Prudential
Global Fund, Inc., Prudential GNMA Fund,
Prudential Government Plus Fund, Prudential
Growth Opportunity Fund, Prudential High
Yield Fund, Prudential IncomeVertible(R)
Fund, Inc., Prudential MoneyMart Assets,
Prudential National Municipals Fund,
Prudential Pacific Growth Fund, Inc.,
Prudential Short-Term Global Income Fund,
Inc.; Prudential Special Money Market Fund,
Prudential Structured Maturity Fund,
Prudential Tax-Free Money Fund and
Prudential Utility Fund; Trustee of The
BlackRock Government Income Trust, Command
Government Fund, Command Money Fund,
Command Tax-Free Fund, Prudential
California Municipal Fund, Prudential
Government Securities Trust, Prudential
Municipal Series Fund and Prudential U.S.
Government Fund.

Don G. Hoff (58), Chairman and Chief Execu- Director -0-
tive Officer of Intertec, Inc.
(investments) since 1980; formerly Chairman
and Chief Executive Officer of AT&E
Corporation (telecommunications) (1984-
1990); Director of Innovative Capital
Management Inc., Prudential Global Fund,
Inc., Prudential Pacific Growth Fund, Inc.,
Prudential Short-Term Global Income Fund,
Inc.; The Asia Pacific Fund, Inc. and The
Greater China Fund, Inc.; Trustee of
Prudential U.S. Government Fund.

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Shares of
Name, age, business Common Stock
experience during the past Position owned at
five years and directorships with Fund [ ,] 1994
---------------------------- --------- -------------------

*Harry A. Jacobs, Jr. (72), Senior Director Director -0-
(since January 1986) of Prudential
Securities; formerly Interim Chairman and
Chief Executive Officer of Prudential
Mutual Fund Management, Inc. (PMF)
(June-September 1993); Chairman of the
Board of Prudential Securities (1982-1985)
and Chairman of the Board and Chief
Executive Officer of Bache Group Inc.
(1977-1982); Director of the Center for
National Policy, Prudential Adjustable Rate
Securities Fund, Inc., Prudential Equity
Fund, Inc., Prudential Global Fund, Inc.,
Prudential GNMA Fund, Prudential Government
Plus Fund, Prudential Growth Opportunity
Fund, Prudential High Yield Fund,
Prudential IncomeVertible(R) Fund, Inc.,
Prudential MoneyMart Assets, Prudential
National Municipals Fund, Prudential
Pacific Growth Fund, Inc., Prudential
Short-Term Global Income Fund, Inc.;
Prudential Special Money Market Fund,
Prudential Structured Maturity Fund,
Prudential Tax-Free Money Fund, Prudential
Utility Fund, The First Australia Fund,
Inc., The First Australia Prime Income
Fund, Inc., The Global Government Plus
Fund, Inc. and The Global Yield Fund, Inc.;
Trustee of The Trudeau Institute, The
BlackRock Government Income Trust, Command
Money Fund, Command Government Fund,
Command Tax-Free Fund, Prudential
California Municipal Fund, Prudential
Municipal Series Fund and Prudential U.S.
Government Fund.

Sidney R. Knafel (63), Managing Partner of Director -0-
SRK Management Company (investments) since
1981; Chairman of Insight Communications
Company, L.P. and Microbiological
Associates, Inc.; Director of Cellular
Communications, Inc., Cellular
Communications International, Inc.,
Cellular Communications of Puerto Rico,
Inc., IGENE Biotechnology, Inc.,
International CableTel Incorporated,
Medical Imaging Centers of America, Inc.,
and a number of private companies; Director
of Prudential Global Fund, Inc., Prudential
Pacific

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Shares of
Name, age, business Common Stock
experience during the past Position owned at
five years and directorships with Fund [ ,] 1994
---------------------------- --------- -------------------

Growth Fund, Inc. and Prudential Short-Term
Global Income Fund, Inc.; Trustee of
Prudential U.S. Government Fund.

Robert E. LaBlanc (59), President of Robert Director -0-
E. LaBlanc Associates, Inc. (telecom-
munications) since 1981; Director of Contel
Cellular, Inc., M/A-COM, Inc., Storage
Technology Corporation, TIE/communications,
Inc., Tribune Company, Prudential Global
Fund, Inc.; Prudential Pacific Growth Fund,
Inc. and Prudential Short-Term Global
Income Fund, Inc.; Trustee of Manhattan
College and Prudential U.S. Government
Fund.

*Lawrence C. McQuade (66), Vice Chairman of President [602]
PMF (since 1988); Managing Director, and
Investment Banking, Prudential Securities Director
(1988-1991; Director of Quixote Corporation
(since February 1992) and BUNZL, PLC (since
June 1991); formerly Director of Crazy
Eddie Inc. (1987-1990) and Kaiser Tech,
Ltd., and Kaiser Aluminum and Chemical
Corp. (March 1987-November 1988); formerly
Executive Vice President and Director of WR
Grace & Company; President and Director of
Prudential Adjustable Rate Securities Fund,
Inc., Prudential Equity Fund, Inc.,
Prudential Global Fund, Inc., Prudential
Global Genesis Fund, Prudential Global
Natural Resources Fund, Prudential GNMA
Fund, Prudential Government Plus Fund,
Prudential Growth Fund, Inc., Prudential
Growth Opportunity Fund, Prudential High
Yield Fund, Prudential IncomeVertible(R)
Fund, Inc., Prudential Institutional
Liquidity Portfolio, Inc., Prudential
Intermediate Global Income Fund, Inc.,
Prudential MoneyMart Assets, Prudential
Multi-Sector Fund, Inc., Prudential
National Municipals Fund, Prudential
Pacific Growth Fund, Inc., Prudential
Short-Term Global Income Fund, Inc.,
Prudential Special Money Market Fund,
Prudential Structured Maturity Fund,
Prudential Tax-Free Money Fund, Prudential
Utility Fund, The Global Government Plus
Fund, Inc., The Global Yield Fund, Inc. and

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Shares of
Name, age, business Common Stock
experience during the past Position owned at
five years and directorships with Fund [ ,] 1994
---------------------------- --------- -------------------

The High Yield Income Fund, Inc.; President
and Trustee of The BlackRock Government
Income Trust, Command Government Fund,
Command Money Fund, Command Tax- Free Fund,
Prudential California Municipal Fund,
Prudential Equity Income Fund, Prudential
FlexiFund, Prudential Government Securities
Trust, Prudential Municipal Bond Fund,
Prudential Municipal Series Fund,
Prudential U.S. Government Fund and The
Target Portfolio Trust.

Thomas A. Owens. Jr. (71), Consultant; Direc- Director -0-
tor of Prudential Adjustable Rate
Securities Fund, Inc., Prudential Global
Fund, Inc., Prudential Government Plus
Fund, Prudential Growth Fund, Inc.,
Prudential IncomeVertible(R) Fund, Inc.,
Prudential Intermediate Global Income Fund,
Inc., Prudential MoneyMart Assets,
Prudential Pacific Growth Fund, Inc.,
Prudential Short-Term Global Income Fund,
Inc., Prudential Structured Maturity Fund
and Prudential Utility Fund; Trustee of
Prudential U.S. Government Fund.

*Richard A. Redeker (50), President, Chief Director -0-
Officer and Director (since October 1993),
PMF; Executive Vice President, Director and
Member of the Operating Committee (since
October 1993), Prudential Securities;
Director (since October 1993) of Prudential
Securities Group, Inc; (PSG) formerly
Senior Executive Vice President and
Director of Kemper Financial Services, Inc.
(September 1978- September 1993); Director
of Global Utility Fund, Inc., Prudential
Adjustable Rate Securities Fund, Inc.,
Prudential Equity Fund, Inc., Prudential
Global Fund, Inc., Prudential Global
Genesis Fund, Prudential Global Natural
Resources Fund, Prudential GNMA Fund,
Prudential Government Plus Fund, Prudential
Growth Fund, Inc., Prudential
IncomeVertible(R) Fund, Inc., Prudential
Institutional Liquidity Portfolio, Inc.,
Prudential Intermediate Global Income Fund,
Inc., Prudential MoneyMart Assets,
Prudential Multi-Sector Fund, Inc.,
Prudential Pacific Growth Fund,

6
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Shares of
Name, age, business Common Stock
experience during the past Position owned at
five years and directorships with Fund [ ,] 1994
---------------------------- --------- -------------------

Inc., Prudential Short-Term Global Income
Fund, Inc., Prudential Special Money Market
Fund, Prudential Structured Maturity Fund,
Prudential Utility Fund, The Global Yield
Fund, Inc., The Global Government Plus
Fund, Inc. and The High Yield Income Fund,
Inc.; Trustee of The BlackRock Government
Income Trust, Command Government Fund,
Command Money Fund, Command Tax-Free Fund,
Prudential California Municipal Fund,
Prudential Equity Income Fund, Prudential
FlexiFund, Prudential Municipal Bond Fund,
Prudential Municipal Series Fund,
Prudential U.S. Government Fund and The
Target Portfolio Trust.

Clay T. Whitehead (55), President, National Director -0-
Exchange Inc. (since May 1983); Director of
Prudential Global Fund, Inc., Prudential
Pacific Growth Fund, Inc. and Prudential
Short-Term Global Income Fund, Inc.;
Trustee of Prudential U.S. Government Fund.

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

The Directors and officers of the Fund as a group owned beneficially [ ]
shares of the Short-Term Global Income Portfolio and shares of the Global
Assets Portfolio as of [ , 1994], representing less than 1% of the
outstanding shares of each Portfolio of the Fund.

The Fund pays annual compensation of $10,000, plus travel and
incidental expenses, to each of the seven Directors not affiliated with
PMF or Prudential Securities. The Directors have the option to receive the
Director's fee pursuant to a deferred fee agreement with the Fund. Under
the terms of the agreement, the Fund accrues daily the amount of such
Director's fee which accrues interest at a rate equivalent to the
prevailing rate applicable to 90-day U.S. Treasury Bills at the beginning
of each calendar quarter or, pursuant to an exemptive order of the
Securities and Exchange Commission (SEC), at the rate of return of the
Fund. Payment of the interest so accrued is also deferred and accruals
become payable at the option of the Director. The Fund's obligation to
make payments of deferred Directors' fees, together with interest thereon,
is a general obligation of the Fund. During the fiscal year ended October
31, 1993 the Fund paid Directors' fees of approximately $70,000 and travel
and incidental expenses of approximately $5,300.

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There were four regular meetings of the Fund's Board of Directors held
during the fiscal year ended October 31, 1993. The Board of Directors
presently has an Audit Committee, the members of which are Ms. Gold and
Messrs. Eyre, Hoff, Knafel, LaBlanc, Owens and Whitehead, the Fund's
non-interested Directors. The Audit Committee met four times during the
fiscal year ended October 31, 1993. The Audit Committee makes
recommendations to the full Board with respect to the engagement of
independent accountants and reviews with the independent accountants the
plan and results of the audit engagement and matters having a material
effect upon the Fund's financial operations. The Board also has a
Nominating Committee, comprised of the Fund's non- interested Directors,
which selects and proposes candidates for election to the Board of
Directors. The Nominating Committee met once during the fiscal year ended
October 31, 1993. The Nominating Committee does not consider nominees
recommended by shareholders to fill vacancies on the Board.

During the fiscal year ended October 31, 1993, Mr. LaBlanc attended
fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors and any committees thereof of which such Director was a
member.

The executive officers of the Fund, other than as shown above, are: S.
Jane Rose, Secretary, having held office since October 16, 1990; Robert F.
Gunia, Vice President, and Susan C. Cote, Treasurer and Principal Financial
and Accounting Officer, both having held office since October 16, 1990; and
Domenick Pugliese, Assistant Secretary, having held office since June 4,
1992. Mr. Gunia is 47 years old and is currently Chief Administrative
Officer (since July 1990), Director (since January 1989), Executive Vice
President, Treasurer and Chief Financial Officer of PMF and Senior Vice
President of Prudential Securities. He is also Vice President and Director
(since May 1989) of The Asia Pacific Fund, Inc. Ms. Cote is 39 years old
and is Senior Vice President (since January 1989) of PMF, and a Senior Vice
President of Prudential Securities (since January 1992). Prior thereto, she
was Vice President (January 1986-December 1991) of Prudential Securities.
Ms. Rose is 48 years old and is Senior Vice President (since January 1991)
and Senior Counsel of PMF and a Senior Vice President and Senior Counsel of
Prudential Securities (since July 1992). Prior thereto, she was First Vice
President (June 1987-December 1990) of PMF and Vice President and Associate
General Counsel of Prudential Securities. Mr. Pugliese is 32 years old and
is a Vice President since July 1992 and Associate General Counsel (since
March 1992) of PMF and Vice President and Associate General Counsel (since
July 1992) of Prudential Securities. Prior thereto, he was associated with
the law firm of Battle Fowler. The executive officers of the Fund are
elected annually by the Board of Directors.

Required Vote

Directors must be elected by a vote of a plurality of the shares
present at the meeting in person or by proxy and entitled to vote
thereupon, provided that a quorum is present.

MANAGEMENT OF THE FUND
The Manager

Prudential Mutual Fund Management, Inc. (PMF or the Manager), One
Seaport Plaza, New York, New York 10292, serves as the Fund's Manager under
a management agreement dated as of October 25, 1990 (the Management
Agreement).

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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
such contract or interested persons of such parties (as defined in the
Investment Company Act) on June 3, 1993 and was approved by shareholders
on October 21, 1991.

Terms of the Management Agreement

Pursuant to the Management Agreement, PMF, subject to the
supervision of the Fund's Board of Directors and in conformity with the
stated policies of the Fund, is responsible for managing or providing for
the management of the investment of the Fund's assets. In this regard, PMF
provides supervision of the Fund's investments, furnishes a continuous
investment program for the Fund's portfolio and places purchase and sale
orders for portfolio securities of the Fund and other investments. The
Prudential Investment Company (PIC), a wholly-owned subsidiary of The
Prudential Insurance Company of America (Prudential), provides such
services pursuant to a subadvisory agreement (the Subadvisory Agreement)
with PMF. PMF also administers the Fund's corporate affairs, subject to
the supervision of the Fund's Board of Directors, and, in connection
therewith, furnishes the Fund with office facilities, together with those
ordinary clerical and bookkeeping services which are not being furnished
by the Fund's Transfer and Dividend Disbursing Agent and Custodian.

PMF has authorized any of its directors, officers and employees who
have been elected as Directors or officers of the Fund to serve in the
capacities in which they have been elected. All services furnished by PMF
under the Management Agreement may be furnished by any such directors,
officers or employees of PMF. In connection with its administration of the
corporate affairs of the Fund, PMF bears the following expenses:

(a) the salaries and expenses of all personnel of the Fund and
PMF, except the fees and expenses of Directors not affiliated with PMF
or the Fund's investment adviser;

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

The Fund pays PMF for the services performed and the facilities
furnished by it a fee at an annual rate of .55 of 1% of the Fund's average
daily net assets. This fee is computed daily and paid monthly. For the
fiscal year ended October 31, 1993, PMF received a management fee of
$2,994,867 for the Short-Term Global Income Portfolio and $1,132,954 for
the Global Assets Portfolio.

The Management Agreement provides that, if 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 shares of the Fund are then
qualified for offer and sale, the compensation due PMF will be reduced by
the amount of such excess, or, if such reduction exceeds the compensation
payable to PMF,PMF will pay the Fund the amount of such reduction which
exceeds the amount of such compensation. Any such

<PAGE>

reductions or payments are subject to readjustment during the year. No
such reductions or payments were required during the fiscal year ended
October 31, 1993. The Fund believes the most restrictive of such annual
limitations is 2-1/2% of the Fund's average daily net assets up to $30
million, 2% of the next $70 million of such assets and 1-1/2% of such
assets in excess of $100 million.

Except as indicated above, the Fund is responsible under the
Management Agreement for the payment of its expenses, including (a) the
fees payable to PMF, (b) the fees and expenses of Directors who are not
affiliated with PMF or the investment adviser, (c) the fees and certain
expenses of the Fund's Custodian and Transfer and Dividend Disbursing
Agent, including the cost of providing records of the Fund and of pricing
Fund shares, (d) the charges and expenses of the Fund's legal counsel and
independent accountants, (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 association of which the
Fund may be a member, (h) the cost of any share certificates representing
shares of the Fund, (i) the cost of fidelity and liability insurance, (j)
the fees and expenses involved in registering and maintaining registration
of the Fund and of its shares with the SEC and registering the Fund as a
broker or dealer and qualifying its shares under state securities laws,
including the preparation and printing of the Fund's registration
statements and prospectuses for such purposes, (k) allocable
communications expenses with respect to investor services and all expenses
of shareholders' and Board of Directors' meetings and of preparing,
printing and mailing prospectuses and reports to 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 to the
Fund for any error of judgment by PMF or for any loss suffered by the Fund
in connection with the matters to which the Management Agreement relates
except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or willful misfeasance, bad
faith, gross negligence or reckless disregard of duty. The Management
Agreement also provides that it will terminate automatically if assigned
and that it may be terminated without penalty by the Board of Directors of
the Fund, by vote of a majority of the Fund's outstanding voting
securities (as defined in the Investment Company Act) or by the Manager,
upon not more than 60 days' nor less than 30 days' written notice.

Information about PMF

PMF, a subsidiary of Prudential Securities and an indirect,
wholly-owned subsidiary of Prudential, was organized in May 1987 under the
laws of the State of Delaware. Prudential's address is Prudential Plaza,
Newark, New Jersey 07102. PMF acts as manager for the following investment
companies:

Open-End Management Investment Companies: Command Government Fund,
Command Money Fund, Command Tax-Free Fund, Prudential Adjustable Rate
Securities Fund, Inc., Prudential California Municipal Fund, Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential FlexiFund,
Prudential Global Fund, Inc., Prudential-Bache Global Genesis Fund.
Inc. (d/b/a Prudential Global Genesis Fund), Prudential-Bache Global
Natural Resources Fund, Inc. (d/b/a

<PAGE>

Prudential Global Natural Resources Fund), Prudential-Bache GNMA Fund,
Inc. (d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus
Fund. Inc. (d/b/a Prudential Government Plus Fund), Prudential
Government Securities Trust, Prudential Growth Fund, Inc.,
Prudential-Bache Growth Opportunity Fund, Inc. (d/b/a Prudential Growth
Opportunity Fund), Prudential-Bache High Yield Fund, Inc. (d/b/a
Prudential High Yield Fund), Prudential lncomeVertible\'AE Fund, Inc.,
Prudential-Bache MoneyMart Assets Fund. Inc. (d/b/a Prudential
MoneyMart Assets), Prudential Multi-Sector Fund, Inc., Prudential
Municipal Bond Fund, Prudential Municipal Series Fund, Prudential-Bache
National Municipals Fund, Inc. (d/b/a Prudential National Municipals
Fund), Prudential Pacific Growth Fund, Inc., Prudential Short- Term
Global Income Fund, Inc., Prudential-Bache Special Money Market Fund,
Inc. (d/b/a Prudential Special Money Market Fund), Prudential-Bache
Structured Maturity Fund, Inc. (d/b/a Prudential Structured Maturity
Fund), Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential
Tax- Free Money Fund), Prudential U.S. Government Fund,
Prudential-Bache Utility Fund. Inc. (d/b/a Prudential Utility Fund),
Prudential Institutional Liquidity Portfolio, Inc., Prudential
Intermediate Global Income Fund, Inc., Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. and The BlackRock Government Income
Trust.

Closed-End Management Investment Companies: The Global Government
Plus Fund, Inc., The Global Yield Fund, Inc. and The High Yield Income
Fund, Inc.

The consolidated statement of financial condition of PMF and
subsidiaries as of December 31, 1993 is set forth as Exhibit A to this
Proxy Statement.

Certain information regarding the directors and principal executive
officers of PMF is set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, New York 10292.

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------

Maureen Behning-Doyle ... Executive Vice Executive Vice President,
President PMF; Senior Vice
President, Prudential
Securities

John D. Brookmeyer, Jr. . Director Senior Vice President, The
Two Gateway Center Prudential Insurance
Newark, NJ 07102 Company of America
(Prudential)

Susan C. Cote ........... Senior Vice President Senior Vice President,
PMF; Senior Vice
President, Prudential
Securities

Fred A. Fiandaca ........ Executive Vice Executive Vice President,
Raritan Plaza One President, Chief Chief Operating Officer
Edison, NJ 08847 Operating Officer and Director, PMF;
and Director Chairman, Chief Oper-
ating Officer and
Director, Prudential
Mutual Fund Services,
Inc.

<PAGE>

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------

Stephen P. Fisher ....... Senior Vice President Senior Vice President,
PMF; Senior Vice Presi-
dent, Prudential
Securities

Frank W. Giordano ....... Executive Vice Executive Vice President,
President, General General Counsel and
Counsel and Secretary, PMF; Senior
Secretary Vice President, Pruden-
tial Securities

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

Eugene B. Heimberg ...... Director Senior Vice President,
Prudential Plaza Prudential
Newark, NJ 07102

Lawrence C. McQuade ..... Vice Chairman Vice Chairman, PMF

Leland B. Paton ......... Director Executive Vice President
and Director, Prudential
Securities; Director,
PSG

Richard A. Redeker ...... President, Chief President, Chief Executive
Executive Officer Officer and Director,
and Director PMF; Executive Vice
President, Director and
Member of the Operat-
ing Committee,
Prudential Securities;
Director, PSG

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

Donald G. Southwell ..... Director Senior Vice President,
213 Washington Street Prudential; Director,
Newark, NJ 07102 PSG

<PAGE>

The Subadviser

Investment advisory services are provided to the Fund by PMF
through its affiliate, The Prudential Investment Corporation (PIC or the
Subadviser), Prudential Plaza, Newark, New Jersey 07102, under a
Subadvisory Agreement. The Subadvisory Agreement was approved by
shareholders on October 21, 1991 and was last approved by the Board of
Directors of the Fund, including a majority of the Directors who are not
parties to such contract or interested persons of such parties (as defined
in the Investment Company Act), on June 3, 1993.

Terms of the Subadvisory Agreement

Pursuant to the Subadvisory Agreement, PIC, subject to the
supervision of PMF and the Board of Directors and in conformity with the
stated policies of the Fund, manages the investment operations of the Fund
and the composition of the Fund's portfolio, including the purchase,
retention and disposition of securities and other investments. PIC is
reimbursed by PMF for reasonable costs and expenses incurred by it in
furnishing such services. The fees paid by the Fund to PMF under the
Management Agreement with PMF are not affected by this arrangement. PIC
keeps certain books and records required to be maintained pursuant to the
Investment Company Act. The investment advisory services of PIC to the
Fund are not exclusive under the terms of the Subadvisory Agreement and
PIC is free to, and does, render investment advisory services to others.

PIC has authorized any of its directors, officers and employees who
may be elected as Directors or officers of the Fund to serve in the
capacities in which they have been elected. Services furnished by PIC
under the Subadvisory Agreement may be furnished by any such directors,
officers or employees of PIC. The Subadvisory Agreement provides that PIC
shall not be liable for any error of judgment or for any loss suffered by
the Fund or PMF in connection with the matters to which the Subadvisory
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on PIC's part in the performance of its duties
or from its reckless disregard of duty. The Subadvisory Agreement provides
that it shall terminate automatically if assigned or upon termination of
the Management Agreement and that it may be terminated without penalty by
either party upon not more than 60 days' nor less than 30 days' written
notice.

Information about PIC.

PIC was organized in June 1984 under the laws of the State of New Jersey.
The business and other connections of PIC's directors and executive officers are
as set forth below. Except as otherwise indicated, the address of each person is
Prudential Plaza, Newark, New Jersey 07102.

Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------

Martin A. Berkowitz ..... Senior Vice President, Senior Vice President,
Chief Financial and Chief Financial and
Compliance Officer Compliance Officer,
PIC; Vice President,
Prudential

William M. Bethke ....... Senior Vice President Senior Vice President,
Two Gateway Center Prudential
Newark, NJ 07102

<PAGE>

Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------

John D. Brookmeyer, Jr. . Senior Vice President Senior Vice President,
Two Gateway Center Prudential; Senior Vice
Newark, NJ 07102 President, PIC

Eugene B. Heimberg ...... President and Senior Vice President,
Director Prudential

Garnett L. Keith, Jr. ... Director Vice Chairman and
Director, Prudential

William P. Link ......... Executive Vice Executive Vice President,
Four Gateway Center President Prudential
Newark, NJ 07102

Robert E. Riley ......... Executive Vice Executive Vice President,
800 Boylston Avenue President Prudential; Director,
Boston, MA 02199 PSG

James W. Stevens ........ Executive Vice Executive Vice President,
Four Gateway Center President Prudential; Director,
Newark, NJ 07102 PSG

Robert C. Winters ....... Director Chairman of the Board and
Chief Executive Officer,
Prudential; Chairman of
the Board, PSG

Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential
President

The Distributors

Prudential Mutual Fund Distributors, Inc. (PMFD), One Seaport
Plaza, New York, New York 10292, acts as the distributor of the Class A
shares of each Portfolio of the Fund. Prudential Securities, One Seaport
Plaza, New York, New York 10292, acts as the distributor of the Class B
shares of each Portfolio of the Fund.

Under separate Distribution and Service Plans (the Class A Plan and
the Class B Plan, collectively, the Plans) adopted by each Portfolio of
the Fund under Rule 12b-1 under the Investment Company Act and separate
distribution agreements adopted by each Portfolio of the Fund (the
Distribution Agreements), PMFD and Prudential Securities (collectively,
the Distributor) incur the expenses of distributing the Class A and Class
B shares, respectively, of each Portfolio.

The Plans were last approved by 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 either Plan (the
Rule 12b-1 Directors), on June 3, 1993. The Class A and Class B Plans for
each Portfolio were approved by the Class A shareholders and the Class B
shareholders on October 21, 1991.

The Class A Plans for both the Short-Term Global Income Portfolio and
the Global Assets Portfolio, along with the Class B Plan for the Short-Term
Global Income Portfolio,

<PAGE>

are proposed to be amended as set forth in Proposal Nos. 3 and 4 below.
The Class B Plan for the Global Assets Portfolio is not proposed to be
amended.

Class A Plans. Under the Class A Plan for the Short-Term Global Income
Portfolio, the Fund reimburses PMFD for its distribution- related expenses
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 for the
Short-Term Global Income Portfolio provides that (i) up to .25 of 1% of the
average daily net assets of the Class A shares may be used 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.
PMFD has advised the Fund that distribution-related expenses of the Fund
will not exceed .15 of 1% of the average daily net assets of the Class A
shares for the Short-Term Global Income Portfolio for the fiscal year
ending October 31, 1994.

Under the Class A Plan for the Global Assets Portfolio, the Fund
reimburses PMFD for its distribution-related expenses with respect to
Class A shares at an annual rate of up to .50 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 of the
Global Assets Portfolio may be used 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
.50 of 1% of the average daily net assets of the Class A shares.

For the fiscal year ended October 31, 1993 PMFD received payments of
$105,520 for the Short- Term Global Income Portfolio and $766,695 for the
Global Assets Portfolio under the Class A Plan representing 0.15% and .50%
of the average daily net assets of the Class A shares of the Short-Term
Global Income Portfolio and the Global Assets Portfolio, respectively, as
reimbursement of expenses related to the distribution of Class A shares.
This amount was primarily expended on account servicing fees to Prudential
Securities and Pruco Securities Corporation, an affiliated broker-dealer
(Prusec), for payment to financial advisers and other salespersons who sell
Class A shares. For the fiscal year ended October 31, 1993, PMFD also
received initial sales charges of $64,400 for the Short-Term Global Income
Portfolio and $38,300 for the Global Assets Portfolio.

Class B Plan. Under the Class B Plan for the Short-Term Global Income
Portfolio, the Fund reimburses Prudential Securities for its
distribution-related expenses with respect to Class B shares at an annual
rate of up to .75 of 1% of the average daily net assets of the Class B
shares. The Class B Plan also provides for the payment of a service fee to
Prudential Securities at a rate not to exceed .25 of 1% of the average
daily net assets of Class B shares. The aggregate distribution fee for
Class B shares (asset-based sales charge plus service fee) will not exceed
1% of average daily net assets under the Class B Plan.

For the fiscal year ended October 31, 1993, Prudential Securities
received $4,741,746 from the Short-Term Global Income Portfolio under the
Class B Plan and spent approximately $2,326,500 in distributing the Class B
shares of that Portfolio. It is

<PAGE>

estimated that, of the latter amount, for the fiscal year ended
October 31, 1993 Prudential Securities incurred the following aggregate
distribution expenses:

Compensation to
Prusec for
Payments Commission Approximate
Printing of Payments to Total
and Mailing Commission Account Amount
Prospectuses Interest to Overhead Executives Spent by
Other than and Financial Costs of and Distributor
to Current Carrying Advisers Prudential other on behalf of
Portfolio Shareholders Charges Securities Securities* expenses Series
- --------- ------------ ------- ---------- ----------- --------- ------

Short-Term Global
Income Portfolio ....... $ 1,900 $ 630,700 $ 700,000 $ 796,200 $ 197,700 $2,326,500
---------- ---------- ---------- ---------- ---------- ----------

Global Assets Portfolio. 5,100 1,200 7,600 42,900 13,200 70,000
----- ----- ----- ------ ------ ------

<FN>

*Including lease, utility and sales promotional expenses.
</TABLE>

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 sales.

Prudential Securities also receives the proceeds of contingent
deferred sales charges paid by holders of Class B shares upon certain
redemptions of Class B shares. Under the current Class B Plan, the amount
of distribution expenses reimbursable by Class B shares of the Fund is
reduced by the amount of such contingent deferred sales charges. For the
fiscal year ended October 31, 1993, Prudential Securities received
approximately $2,203,700 in contingent deferred sales charges for the
Short-Term Global Income Portfolio. As of October 31, 1993, the aggregate
amounts of unreimbursed distribution expenses for the Class B shares of
the Short-Term Global Income Portfolio was approximately $15,751,800.

The Class A and Class B 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 Class A and Class B Plans may each 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
any other party to the Plans. None of the Plans may be amended to increase
materially the amounts to be spent for the services described therein
without approval by the shareholders of the applicable class of the
applicable Portfolio, 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 either the
Class A Plan or the Class B Plan of either Portfolio if it is terminated or
not continued. In the event of termination or noncontinuation of the Class
B Plan of either Portfolio, the Board of Directors may consider the
appropriateness of

<PAGE>

having the Fund reimburse Prudential Securities for the outstanding carry
forward amounts plus interest thereon.

Pursuant to each Plan, the Board of Directors reviews at least
quarterly a written report of the distribution expenses incurred on behalf
of the Class A and Class B shares of the Fund by PMFD and Prudential
Securities, respectively. 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
Rule 12b-1 Directors shall be committed to the Rule 12b-1 Directors.

Pursuant to each Distribution Agreement, the Fund has agreed to
indemnify PMFD and Prudential Securities to the extent permitted by
applicable law against certain liabilities under the Securities Act. Each
Distribution Agreement was last approved by the Board of Directors,
including a majority of the Rule 12b-1 Directors, on June 3, 1993.

Portfolio Transactions

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

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

In placing orders for portfolio securities of the Fund, the Manager is
required to give primary consideration to obtaining the most favorable
price and efficient execution. Within the framework of this policy, the
Manager will consider the research and investment services provided by
brokers, dealers or futures commission merchants who effect or are parties
to portfolio transactions of the Fund, the Manager or the Manager's other
clients. Such research and investment services are those which brokerage
houses customarily provide to institutional investors and include
statistical and economic data

<PAGE>

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

Subject to the above considerations, Prudential Securities may act as
a broker or futures commission merchant for the Fund. In order for
Prudential Securities (or any affiliate)to effect any Portfolio
transactions for a Portfolio, the commissions, fees or other remuneration
received by Prudential Securities (or any affiliate) must be reasonable
and fair compared to the commissions, fees or other remuneration paid to
other such brokers or futures commission merchants in connection with
comparable transactions involving similar securities or futures contracts
being purchased or sold on an exchange or board of trade during a
comparable period of time. This standard would allow Prudential Securities
(or any affiliate) to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker or futures commission
merchant in a commensurate arm's-length transaction. Furthermore, the
Board of Directors of the Fund, including a majority of the Directors who
are not "interested" Directors, has adopted procedures which are
reasonably designed to provide that any commissions, fees or other
remuneration paid to Prudential Securities (or any affiliate) are
consistent with the foregoing standard. In accordance with Section 11(a)
of the Securities Exchange Act of 1934,

<PAGE>

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 such affiliate by applicable law.

The Fund paid no brokerage commissions to Prudential Securities for
the fiscal year ended October 31, 1993.

APPROVAL OF A PROPOSAL TO AMEND THE FUND'S
ARTICLES OF INCORPORATION TO PERMIT THE
IMPLEMENTATION OF A CONVERSION FEATURE
FOR THE SHORT-TERM GLOBAL INCOME PORTFOLIO
(For consideration by Class A and Class B Shareholders of the Short-Term
Global Income Portfolio voting jointly)
(Proposal No. 2)

The Board of Directors is recommending that shareholders
approve an amendment to the Fund's Articles of Incorporation to permit the
implementation of a conversion feature for Class B shares of the Short-
Term Global Income Portfolio (the "Portfolio"). The conversion feature is
authorized pursuant to an exemptive order of the Securities and Exchange
Commission (the SEC Order) and would provide for the automatic conversion
of Class B shares of the Portfolio to Class A shares of the Portfolio at
relative net asset value approximately five years after purchase. Class A
shares of the Portfolio are subject to a lower annual distribution and
service fee than Class B shares and conversions would occur without the
imposition of any additional sales charge. A description of the conversion
feature is set forth in greater detail below. Amendment of the Articles of
Incorporation requires approval by a majority of the Short-Term Global
Income Portfolio's outstanding shares.

The Classes of Shares

Each Portfolio of the Fund currently offers two classes of shares,
designated as Class A and Class B shares pursuant to the Alternative
Purchase Plan, in reliance upon the SEC Order. Class A shares are currently
offered with an initial sales charge of up to 3.00% of the offering price
for the Short-Term Global Income Portfolio and .99% of the offering price
for the Global Assets Portfolio and are subject to an annual distribution
and service fee of up to .30 of 1% of the average daily net assets of the
Class A shares of the Short-Term Global Income Portfolio and .50 of 1% of
the average daily net assets of the Class A shares of the Global Assets
Portfolio pursuant to a Rule 12b-1 plan. This fee is currently charged at a
rate of .15 of 1% of the average daily net assets of the Class A shares of
the Short-Term Global Income Portfolio and .50 of 1% for the Global Assets
Portfolio and PMFD has agreed to so limit its fee under the Class A Plan of
the Short-Term Global Income Portfolio

<PAGE>

for the fiscal year ended October 31, 1994. Class B shares of the
Short-Term Global Income Portfolio are currently offered without an initial
sales charge but are subject to a contingent deferred sales charge or CDSC
declining from 3% to zero of the lesser of the amount invested or the
redemption proceeds on certain redemptions generally made within four years
of purchase and to an annual distribution and service fee pursuant to a
Rule 12b-1 plan of up to 1% of the average daily net asset value of the
Class B shares of the Portfolio.

In accordance with the SEC Order, the Board of Directors may, among
other things, authorize the creation of additional classes of shares from
time to time. The Board of Directors has approved the offering of a new
class of shares for the Short-Term Global Income Portfolio, to be
designated Class C shares, which will be offered simultaneously with the
offering of Class B shares with the proposed conversion feature of the
Short-Term Global Income Portfolio. Class C shares will be offered without
either an initial or a deferred sales charge but will be subject to an
annual distribution and service fee not to exceed 1% of the average daily
net assets of the Class C shares. If the proposed conversion feature for
Class B shares is not approved, Class C shares will not be offered.

The Proposed Conversion Feature

On June 3, l993, the Fund's Board of Directors, including a
majority of the Directors who are not "interested persons" of the Fund (as
defined in the Investment Company Act), approved an amendment to the
Fund's Articles of Incorporation to permit the implementation of a
conversion feature for the Class B shares of the Short-Term Global Income
Portfolio. A copy of the proposed amendment to the Fund's Articles of
Incorporation is attached hereto as ExhibitB.

If this proposal is approved, it is currently contemplated that
conversions of Class B shares to Class A shares for the Short-Term Global
Income Portfolio will occur on a quarterly basis approximately five years
from the purchase of Class B shares. The first conversion is currently
anticipated to occur in or about January 1995. Conversions will be
effected automatically at relative net asset value without the imposition
of any additional sales charge. Class B shareholders of the Portfolio will
benefit from the conversion feature because they will thereafter be
subject to the lower annual distribution and service fee applicable to
Class A shares of the Portfolio.

Since the Fund tracks amounts paid rather than the number of shares
bought on each purchase of Class B shares, it is currently anticipated that
the number of Class B shares of the Short-Term Global Income Portfolio
eligible to convert to Class A of that Portfolio (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 five years prior to the
conversion date to (b) the total amount paid for all Class B shares
purchased and then held in a shareholders account (ii) multiplied by the
total number of Class B shares then held in such shareholder's account.
Each time any Eligible Shares in a shareholder's account convert to Class A
shares, all shares or amounts representing Class B shares then in such
account that were acquired through the automatic reinvestment of dividends
and other distributions will convert to Class A shares.

<PAGE>

For purposes of determining the number of Eligible Shares, if the
Class B shares in a shareholder's 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 five 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 five
years from the initial purchase (i.e., $1,000 divided by $2,100 or 47.62%
multiplied by 200 shares or 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.

If the net asset value per share of Class A is higher than that of
Class B at the time of conversion (which may be the case because of the
higher distribution and service fee applicable to Class B shares of the
Portfolio), shareholders will receive fewer Class A shares than Class B
shares converted although the aggregate dollar value will be the same.

For purposes of calculating the applicable holding period for
conversions, all payments for purchases of 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 of the Portfolio held in a money market fund for a period of one
year will not convert to Class A until approximately six years from
purchase. For purposes of measuring the time period during which shares
are held in a money market fund, exchanges will be deemed to have been
made on the last day of the month. Class B shares acquired through
exchange will convert to Class A shares after expiration of the conversion
period applicable to the original purchase of such shares. As of the date
of the first conversion (which, as noted above, is currently anticipated
to occur in or about January 1995) all amounts representing Class B shares
then outstanding beyond the expiration of the applicable conversion period
will automatically convert to Class A shares, together with all shares or
amounts representing Class B shares acquired through the automatic
reinvestment of dividends and distributions then held in the shareholder's
account.

Under current law, no gain or loss will be recognized by a shareholder
for U.S. income tax purposes as a result of a conversion of Class B shares
into Class A shares.

If approved by shareholders, the conversion feature will be subject to
the continuing availability of opinions of counsel (i) that the dividends
and other distributions paid on Class A and Class B shares will not
constitute "preferential dividends" under the Internal Revenue Code of
1986, as amended, and (ii) that the conversion of shares does not
constitute a taxable event.

<PAGE>

Required Vote

The proposed amendment to the Fund's Articles of Incorporation to
implement the conversion feature for the Short-Term Global Income Portfolio
requires the affirmative vote of a majority of the outstanding shares of
the Short-Term Global Income Portfolio. In the event shareholders do not
approve the proposed amendment, the conversion feature will not be
implemented and Class B shares of the Short-Term Global Income Portfolio of
the Fund will continue to be subject, possibly indefinitely, to their
higher annual distribution and service fee.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
NO. 2.

APPROVAL OF AMENDED AND RESTATED CLASS A DISTRIBUTION AND
SERVICE PLANS
(For consideration by Class A and Class B shareholders of each Portfolio
voting separately)
(Proposal No. 3)

On June 3, 1993, the Fund's Board of Directors approved an amended and
restated Class A Distribution and Service Plan pursuant to Rule 12b-1 under
the Investment Company Act and an amended and restated Distribution
Agreement with PMFD for Class A shares of each Portfolio of the Fund (the
Proposed Class A Plans and the Proposed Class A Distribution Agreements,
respectively) and recommends submission of the Proposed Class A Plans to
the Class A shareholders of each Portfolio for approval or disapproval at
this Special Meeting of Shareholders. As contemplated by the SEC Order
(previously defined under Proposal No. 2), the Proposed Class A Plans of
each Portfolio are also being submitted for approval by Class B
shareholders of each Portfolio because Class B shares will automatically
convert to Class A shares approximately five years after purchase for the
Short-Term Global Income Portfolio (subject to approved of Proposal No. 2)
and because Class B shares of the Global Assets Portfolio already convert
to Class A shares of that Portfolio one year after purchase. The Proposed
Class A Distribution Agreements do not require and are not being submitted
for shareholder approval.

The purpose of the Proposed Class A Plans is to compensate PMFD, the
distributor of each Portfolio's Class A shares, for providing distribution
assistance to broker/dealers, including Prudential Securities and Prusec,
affiliated broker/dealers, and other qualified broker/dealers, if any,
whose customers invest in Class A shares of the Portfolios and to defray
the costs and expenses, including the payment of account servicing
fees, of the services provided and activities undertaken
to distribute Class A shares (Distribution Activities).

The Board of Directors previously adopted plans of distribution for the
Portfolios' Class A shares pursuant to Rule 12b-1 under the Investment
Company Act which were approved by shareholders on October 21, 1991 and
last approved by the Board of Directors on June 3, 1993 (the Existing Class
A Plans). Shareholders of the Portfolios'

<PAGE>

Class A and Class B shares are being asked to approve amendments to the
Existing Class A Plans that change them from reimbursement type plans to
compensation type plans. The amendments do not change the maximum annual
fee that may be paid to PMFD under the Existing Class A Plans, although the
possibility exists that expenses incurred by PMFD and for which it is
entitled to be reimbursed under the Existing Class A Plans may be less than
the fee PMFD will receive under the Proposed Class A Plans. The amendments
are being proposed to facilitate administration and accounting. The Board
of Directors believe that the proposed Class A Plans are in the best
interest of the Fund and are reasonably likely to benefit the Class A
shareholders of each Portfolio. A copy of the Proposed Class A Plans are
attached hereto as Exhibit C.

The Existing Class A Plans

Under the Existing Class A Plans, the Fund reimburses PMFD
for expenses incurred for Distribution Activities at an annual rate of up
to .30 of 1% of the average daily net assets of the Class A shares for the
Short-Term Global Income Portfolio and .50 of 1% of the average daily net
assets of the Class A shares of the Global Assets Portfolio (up to .25 of
1% of which may constitute a service fee for servicing and maintenance of
shareholder accounts). Article III, Section 26 of the NASD Rules of Fair
Practice (the NASD Rules) places an annual limit of .25 of 1% on fees that
may be imposed for the provision of personal service and/or the
maintenance of shareholder accounts (service fees) and an annual limit of
.75 of 1% on asset-based sales charges (as defined in the NASD Rules).
Subject to these limits, the Portfolios may impose any combination of
service fees and asset-based sales charges under both the Existing Class A
Plans and the Proposed Class A Plans; provided that the total fees do not
exceed .30 of 1%, per annum of the average daily net assets of the Class A
shares of the Short-Term Global Income Portfolio, and .50 of 1% per annum
of the average daily net assets of the Class A shares of the Global Assets
Portfolio.

The Existing Class A Plans may not be amended to increase materially
the amount to be spent for the services described therein without approval
by a majority of the holders of the Class A shares of the relevant
Portfolio of the Fund. In addition, all material amendments thereof must be
approved by vote of a majority of the Directors, including a majority of
the Rule 12b-1 Directors, cast in person at a meeting called for the
purpose of voting on the Plan. So long as the Existing Class A Plans are in
effect, the selection and nomination of Rule 12b-1 Directors will be
committed to the discretion of the Rule 12b-1 Directors.

The Existing Class A Plans may be terminated at any time without
payment of any penalty by the vote of a majority of the Rule 12b-1
Directors or by the vote of a majority of the outstanding Class A shares
of each respective Portfolio of the Fund (as defined in the Investment
Company Act) on written notice to any other party to such Plan and will
automatically terminate in the event of its assignment (as defined in the
Investment Company Act). For a more detailed description of the Existing
Class A Plans, see "Management of the Fund-The Distributors-Class A
Plans."

<PAGE>

The Proposed Class A Plans

The Proposed Class A Plans amend the Existing Class A Plans in one
material respect. Under the Existing Class A Plans, the Fund reimburses
PMFD for expenses actually incurred for Distribution Activities up to a
maximum of .30 of 1% per annum of the average daily net assets of the Class
A shares for the Short-Term Global Income Portfolio and .50 of 1% per annum
of the average daily net assets of the Class A shares of the Global Assets
Portfolio. The Proposed Class A Plans authorize the Fund to pay PMFD the
same maximum annual fee for each Portfolio as compensation for its
Distribution Activities regardless of the expenses incurred by PMFD for
Distribution Activities. The Distributor may, however, as it currently
does, voluntarily agree to limit its fee to an amount less then the maximum
annual fee. In contrast to the Existing Class A Plans, the amounts payable
by the Fund under the Proposed Class A Plans would not be directly related
to the expenses actually incurred by PMFD for its Distribution Activities.
Consequently, if PMFD's expenses for Distribution Activities are less than
the distribution and service fees it receives under the Proposed Class A
Plans, it will retain its full fees and realize a profit.

Since inception of the Existing Class A Plans, the reimbursable
expenses incurred thereunder by PMFD have generally equalled or exceeded
the amount reimbursed by the Fund. For each of the fiscal years ended
October 31, 1991, 1992 and 1993, PMFD received payments of $75,483,
$178,757 and $105,520, respectively, for the Short-Term Global Income
Portfolio, and $116,118, $691,654 and $766,695, respectively, for the
Global Assets Portfolio under the Existing Class A Plan representing .15%
of the average daily net assets of the Class A shares of the Short-Term
Global Income Portfolio and .50% of the average daily net assets of the
Class A shares of the Global Assets Portfolio as reimbursement of expenses
incurred for Distribution Activities. Although PMFD agreed to limit its
fees under the Existing Class A Plan for the Short-Term Global Income
Portfolio to .25 of 1% for the fiscal year ended, October 31, 1991, 1992
and 1993, it in fact further limited its fee to .15 of 1% even though its
direct and indirect reimbursable distribution expenses exceeded such
amount. PMFD believes that it would have similarly limited its fee had the
Proposed Class A Plan been in effect during the past three fiscal years,
although it could have assessed the maximum annual fee of .30 of 1%.
Regardless of which Plan will be in effect, the Distributor has voluntarily
agreed to limit its fees for Distribution Activities to no more than .15 of
1% of the average daily net asset for the Class A shares for the fiscal
year ended December 31, 1994. Other expenses incurred by PMFD for
Distribution Activities have been and will continue to be paid from the
proceeds of initial sales charges.

Among the major perceived benefits of a compensation type plan, such as
the Proposed Class A Plans, over a reimbursement type plan, such as the
Existing Class A Plans, is the facilitation of administration and
accounting. Under reimbursement plans, all expenses must be specifically
accounted for by the Distributor and attributed to the specific class of
shares of a fund in order to qualify for reimbursement. Although the
Proposed Class A Plans will continue to require quarterly reporting to the
Board of Directors of the amounts accrued and paid under the Plans and of
the expenses actually borne by the Distributor, there will be no need to
match specific expenses to reimburse-

<PAGE>

ments as under the Existing Class A Plans. Thus, the accounting for the
Proposed Class A Plans would be simplified and the timing of when
expenditures are to be made by the Distributor would not be an issue. These
considerations, combined with the reasonable likelihood, although there is
no assurance, that the per annum payment rate under the Proposed Class A
Plans will not exceed the expenses incurred by PMFD for Distribution
Activities, suggest that the costs and efforts associated with a
reimbursement plan are unwarranted.

In considering whether to approve the Proposed Class A Plans, the
Directors reviewed, among other things, the nature and scope of the
services to be provided by PMFD, the purchase options available to
investors under the Alternative Purchase Plan, the amount of expenditures
under the Existing Class A Plans, the relationship of such expenditures to
the overall cost structure of the Fund and comparative data with respect to
distribution arrangements adopted by other investment companies. Based upon
such review, the Directors, including a majority of the Rule 12b-1
Directors, determined that there is a reasonable likelihood that the
Proposed Class A Plans will benefit the Fund and the Class A shareholders
of each Portfolio.

If approved by shareholders, the Proposed Class A Plans will continue
in effect from year to year, provided such continuance is approved at
least annually by vote of a majority of the Board of Directors, including
a majority of the Rule 12b-1 Directors.

Required Vote

If Proposal No. 2 is approved by shareholders of the Short-Term Global
Income Portfolio, the Proposed Class A Plan for each Portfolio will require
the approval of a majority of that Portfolio's outstanding Class A shares
and Class B shares (as defined in the Investment Company Act) voting
separately. If Proposal No. 2 is not approved by shareholders of the
Short-Term Global Income Portfolio, the Proposed Class A Plan for that
Portfolio will only require the approval of a majority of that Portfolio's
outstanding Class A shares. The Proposed Class A Plan for the Global Assets
Portfolio requires the approval of a majority of that Portfolio's outstand
Class A shares. Under the Investment Company Act, a majority of a class'
outstanding shares is defined as the lesser of (i) 67% of a class'
outstanding shares represented at a meeting at which more than 50% of the
outstanding shares of the class are present in person or represented by
proxy, or (ii) more than 50% of a class' outstanding shares. If the
Proposed Class A Plans are not approved as described above, the Existing
Class A Plans will continue in their present form.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
NO. 3.

<PAGE>

APPROVAL OF AMENDED AND RESTATED CLASS B
DISTRIBUTION AND SERVICE PLAN FOR THE
SHORT-TERM GLOBAL INCOME PORTFOLIO
(For consideration by Class B shareholders
of the Short-Term Global Income Portfolio only)
(Proposal No. 4)

On June 3, 1993, the Fund's Board of Directors approved an amended and
restated Class B Distribution and Service Plan pursuant to Rule 12b-1 under
the Investment Company Act and an amended and restated Class B Distribution
Agreement with Prudential Securities for Class B shares of the Short-Term
Global Income Portfolio (the Proposed Class B Plan and the Proposed Class B
Distribution Agreement, respectively) and recommends submission of the
Proposed Class B Plan to the Class B shareholders of the Short-Term Global
Income Portfolio for approval or disapproval at this Special Meeting of
Shareholders. The Proposed Class B Distribution Agreement does not require
and is not being submitted for shareholder approval.

The purpose of the Proposed Class B Plan is to compensate Prudential
Securities, the distributor of the Class B shares of the Short-Term Global
Income Portfolio, for providing distribution assistance to broker/dealers,
including Prusec, an affiliated broker/dealer, and other qualified broker/
dealers, if any, whose customers invest in Class B shares of the Portfolio
and to defray the costs and expenses, including the payment of account
servicing fees, of the services provided and activities undertaken to
distribute Class B shares (Distribution Activities).

The Board of Directors previously adopted a plan of distribution for
the Portfolio's Class B shares pursuant to Rule 12b-1 under the Investment
Company Act which was approved by shareholders on October 21, 1991 and last
approved by the Board of Directors on June 3, 1993 (the Existing Class B
Plan). Shareholders of the Portfolio's Class B shares are being asked to
approve amendments to the Existing Class B Plan that change it from a
reimbursement type plan to a compensation type plan. The amendments do not
change the maximum annual fee that may be paid to Prudential Securities
under the Existing Class B Plan, although the possibility exists that
expenses incurred by Prudential Securities and for which it is entitled to
be reimbursed under the Existing Class B Plan may be less than the fee
Prudential Securities will receive under the Proposed Class B Plan. The
amendments are being proposed to facilitate administration and accounting.
The Board of Directors believes that the Proposed Class B Plan is in the
best interest of the Portfolio and is reasonably likely to benefit the
Class B shareholders of the Portfolio. A copy of the Proposed Class B Plan
is attached hereto as Exhibit D.

The Existing Class B Plan

Under the Existing Class B Plan, the Fund reimburses Prudential
Securities for expenses incurred for Distribution Activities at an annual
rate of up to 1% of the average daily net assets of the Class B shares of
the Portfolio (up to .25 of 1% of which may constitute a service fee for
the service and maintenance of shareholder accounts). Amounts reimbursable
under the plan that are not paid because they exceed the maximum

<PAGE>

fee payable thereunder are carried forward and may be recovered in future
years by Prudential Securities from asset-based sales charges imposed on
Class B shares, to the extent such charges do not exceed .75 of 1% per
annum of the average daily net assets of the Class B shares and from
contingent deferred sales charges received from certain redeeming
shareholders, subject to the limitations of Article III, Section 26 of the
NASD Rules of Fair Practice (the NASD Rules). The NASD Rules place an
annual limit of .25 of 1% on fees that may be imposed for the provision of
personal service and/or the maintenance of shareholder accounts (service
fees) and an annual limit of .75 of 1% on asset-based sales charges (as
defined in the NASD Rules). Pursuant to the NASD Rules, the
aggregate deferred sales charges and asset-based sales charges on Class B
shares of the Fund may not, subject to certain exclusions, exceed 6.25% of
total gross sales of Class B shares.

The Existing Class B Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class B shares of the Portfolio. In
addition, all material amendments thereof must be approved by vote of a
majority of the Directors, including a majority of the Rule 12b-1
Directors, cast in person at a meeting called for the purpose of voting on
the Plan. So long as the Existing Class B Plan is in effect, the selection
and nomination of Rule 12b-1 Directors will be committed to the discretion
of the Rule 12b-1 Directors.

The Existing Class B Plan may be terminated at any time without payment
of any penalty by the vote of a majority of the Rule 12b-1 Directors or by
the vote of a majority of the outstanding Class B shares of the Portfolio
(as defined in the Investment Company Act) on written notice to any other
party to such plan and will automatically terminate in the event of its
assignment (as defined in the Investment Company Act). For a more detailed
description of the Existing Class B Plan, see "Management of the Fund-The
Distributors-Class B Plan."

The Proposed Class B Plan

The Proposed Class B Plan amends the Existing Class B Plan in one
material respect. Under the Existing Class B Plan, the Portfolio reimburses
Prudential Securities for expenses actually incurred for Distribution
Activities up to a maximum of 1% per annum of the average daily net assets
of the Class B shares. The Proposed Class B Plan authorizes the Portfolio
to pay Prudential Securities the same maximum annual fee as compensation
for its Distribution Activities regardless of the expenses incurred by
Prudential Securities for Distribution Activities. In contrast to the
Existing Class B Plan, the amounts payable by the Portfolio under the
Proposed Class B Plan would not be directly related to the expenses
actually incurred by Prudential Securities for its Distribution Activities.
Consequently, if Prudential Securities' expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if Prudential Securities' expenses exceed the distribution
and service fees received under the Proposed Class B Plan, it will no
longer carry forward such amounts for reimbursement in future years.

<PAGE>

Since inception of the Existing Class B Plan, the cumulative
reimbursable expenses incurred thereunder by Prudential Securities have
exceeded the amounts reimbursed by the Portfolio. As of December 31, 1993,
the aggregate amount of distribution expenses incurred and not yet
reimbursed by the Fund or recovered through contingent deferred sales
charges was approximately $15,167,000.

For the fiscal years ended October 31, 1991, 1992 and 1993, Prudential
Securities received, with respect to the Short-Term Global Income
Portfolio, $3,498,327, $8,147,341 and $4,741,746, respectively, from the
Portfolio under the Existing Class B Plan, representing 1% of the average
daily net assets of the Class B shares of that Portfolio, and spent
approximately $22,742,100, $13,614,900 and $2,326,500, respectively, for
Distribution Activities for the Portfolio. Since the maximum annual fee
under the Existing Class B Plan is the same as under the Proposed Class B
Plan, Prudential Securities would have received the same annual fee under
the Proposed Class B Plan as it did under the Existing Class B Plan for the
fiscal years ended October 31, 1991, 1992 and 1993.

Among the major perceived benefits of a compensation type plan, such as
the Proposed Class B Plan, over a reimbursement type plan, such as the
Existing Class B Plan, is the facilitation of administration and
accounting. Under reimbursement plans, all expenses must be specifically
accounted for by the Distributor and attributed to the specific class of
shares of a fund in order to qualify for reimbursement. Although the
Proposed Class B Plan will continue to require quarterly reporting to the
Board of Directors of the amounts accrued and paid under the Plan and of
the expenses actually borne by the Distributor, there will be no need to
match specific expenses to reimbursements and no carrying forward of such
amounts, as under the Existing Class B Plan. Thus, the accounting for the
Proposed Class B Plan would be simplified and the timing of when
expenditures are to be made by the Distributor ordinarily would not be an
issue. Currently, because the Existing Class B Plan is a reimbursement
plan, the Distributor retains an independent expert to perform a study of
its methodology for determining and substantiating which of its expenses
should properly be allocated to the Fund's Class B shares for reimbursement
the cost of which is borne by the Fund and other funds for which Prudential
Securities serves as Distributor. These considerations, combined with the
fact that the cumulative expenses incurred by Prudential Securities for
Distribution Activities have exceed the amounts reimbursed by the Fund
under the Existing Class B Plan, suggest that the costs and efforts
associated with a reimbursement plan are unwarranted.

In considering whether to approve the Proposed Class B Plan, the
Directors reviewed, among other things, the nature and scope of the
services to be provided by Prudential Securities, the purchase options
available to investors under the Alternative Purchase Plan, the amount of
expenditures under the Existing Class B Plan, the relationship of such
expenditures to the overall cost structure of the Fund and comparative data
with respect to distribution arrangements adopted by other investment
companies. Based upon such review, the Directors, including a majority of
the Rule 12b-1 Directors, determined that there is a reasonable likelihood
that the Proposed Class B Plan will benefit the Portfolio and its Class B
shareholders.

<PAGE>

If approved by Class B shareholders of the Portfolio, the Proposed
Class B Plan will continue in effect from year to year, provided such
continuance is approved at least annually by vote of a majority of the
Board of Directors, including a majority of the Rule 12b-1 Directors.

Required Vote

The Proposed Class B Plan requires the approval of a majority of the
outstanding Class B shares of the Portfolio as defined in the Investment
Company Act and described under Proposal No. 3 above. If the Proposed Class
B Plan is not approved, the existing Class B Plan will continue in its
present form.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
NO. 4.

APPROVAL OF A MODIFICATION OF THE
INVESTMENT OBJECTIVE OF THE SHORT-TERM GLOBAL INCOME
PORTFOLIO
(Proposal No. 5)

On February 9, 1994, at the request of the Fund's Subadviser, the Board
of Directors considered and recommends for shareholder approval a change in
the investment objective of the Short-Term Global Income Portfolio (the
Portfolio). The current investment objective of the Portfolio is "high
current income consistent with minimum risk to principal." It is proposed
that the investment objective be changed to "to maximize total return, the
components of which are current income and capital appreciation."

Currently, the Portfolio invests primarily in high-quality debt
securities, including foreign government and, to a lesser extent,
corporate debt securities, having remaining maturities of not more than
three years, which are rated at least AA by Standard & Poor's Ratings
Group (S&P), or Aa by Moody's Investors Service (Moody's) or if unrated,
are of equivalent quality in the view of the Subadviser. The Subadviser
would like to broaden the universe of debt securities in which the
Portfolio may invest to take advantage of investment opportunities in
emerging markets, including those of Latin America and Asia.

Based upon the recommendation of the Subadviser, the Board of
Directors believes that the Portfolio should be permitted to invest
primarily in investment grade bonds, i.e., bonds rated within the four
highest quality grades as determined by Moody's (currently Aaa, Aa, A and
Baa for bonds, MIG 1, MIG 2, MIG 3 and MIG 4 for notes and P-1 for
commercial paper), or S&P (currently AAA, AA, A and BBB for bonds, SP-1
and SP-2 for notes and A-1 for commercial paper), or by another nationally
recognized statistical rating organization or, in unrated securities of
equivalent quality.

In addition, the Board of Directors believes that the Subadviser
should be permitted to invest up to 10% of the Portfolio's total assets in
bonds rated below investment grade with a minimum rating of B or, if
unrated, deemed by the Subadviser to be of equivalent quality.

<PAGE>

These changes (i) would allow the Portfolio to take advantage of
investment opportunities in emerging markets throughout the world
consistent with its investment objective and (ii) would add significant
diversification. They would also allow the Portfolio to move more quickly
into countries with improving economic fundamentals and improving credit
conditions. These changes would also result in greater credit risk and
political risk to the Portfolio. Countries whose debt could be purchased
after this change (i.e., investment grade debt rated lower than Aa/AA)
include Portugal, the Czech Republic, Greece, South Korea, Hong Kong,
Malaysia, Indonesia, Thailand, China, Israel, Chile and Colombia. It is
anticipated that this list will expand over time.

Permitting the Portfolio to invest up to 10% of its total assets in
securities rated B/B or BB/Ba by S&P or Moody's would provide the
investment adviser with the flexibility to move assets into areas with
improving credit where the rating agencies have not yet acted. This would
allow the Portfolio to invest in debt securities of various countries
including Venezuela, Turkey, Argentina and Mexico. The Subadviser believes
that investing in the debt securities of emerging markets offers the
Portfolio an opportunity for capital appreciation as well as higher yield.
Such investments may also entail a higher degree of risk.

In the view of the Subadviser, the current credit quality limitations
deprive the Portfolio of opportunities to achieve greater total return by
investing in lower quality securities.

Special Risk Considerations

Debt securities which are rated Baa by Moody's are described
by Moody's as being investment grade but are also characterized as having
speculative characteristics. Bonds rated below Baa by Moody's and BBB by
Standard & Poor's, commonly known as "junk bonds", are considered
speculative.

Lower rated (i.e., high yield) securities 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. Lower quality debt securities, however, present higher
risks of untimely interest and principal payments, default and price
volatility than higher quality securities and may present problems of
liquidity and valuation. As a result, the Subadviser could find it more
difficult to sell these securities or may be able to sell the securities
only at prices lower than if such securities were widely traded. The
Subadviser considers both credit risk and market risk in making investment
decisions for the Portfolio.

Summary of Proposed Changes

For the reasons set forth above, the Board of Directors believes that
the Short-Term Global Income Portfolio and its shareholders would benefit
if the Portfolio were permitted to invest with a "total return" approach in
investment grade debt securities with a 10% basket in securities rated
below investment grade with a minimum rating of B or, if unrated, deemed by
the Subadviser to be of equivalent quality.

The current investment objective emphasizes high current income with
minimum risk to principal. The lowering of the credit quality of the
Portfolio would necessitate a

<PAGE>

change in the fundamental investment objective. Investing in bonds rated
below investment grade and with more speculative elements would be
inconsistent with investing in bonds having a minimum risk to principal.
Securities rated Ba/B by Moody's or BB/B by Standard & Poor's are
considered by such rating services to have speculative elements.
Furthermore, the revised investment objective would also reflect the
increased volatility in the foreign currency markets, particularly brought
upon by the changes in the European Monetary System's Exchange Rate
Mechanism. Under the Exchange Rate Mechanism or ERM, a group of European
countries agreed to maintain their exchange rates within predetermined
bands. This agreement was modified after several countries stopped
participating in the ERM in 1992. The remaining members of the ERM agreed
in 1993 to allow their currencies to fluctuate against one another to a
much wider degree. A fund that is exposed to currency fluctuations may
have risk to principal.

The Board of Directors has concluded that adoption of Proposal No. 5
is in the best interests of the Portfolio and its shareholders.

Required Vote

A change in investment objective is a change in "fundamental policy"
which requires the approval of a majority of the outstanding voting
securities of the Portfolio, as defined by the Investment Company Act.
Under the Investment Company Act, a majority of the Portfolio's outstanding
voting securities is defined as the lesser of (i) 67% of the Portfolio's
outstanding shares represented at a meeting at which more than 50% of the
Portfolio's outstanding shares are present in person or represented by
proxy, or (ii) more than 50% of the Portfolio's outstanding shares. If the
proposed change in investment objective is not approved, the current
investment objective would remain unchanged and the Portfolio would be
limited to investing in high quality debt securities.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
NO. 5.

APPROVAL OF A MODIFICATION IN THE FUND'S INVESTMENT
RESTRICTIONS TO CLARIFY THAT COLLATERAL ARRANGEMENTS
WITH RESPECT TO INTEREST RATE SWAP TRANSACTIONS, REVERSE
REPURCHASE AGREEMENTS AND DOLLAR ROLL TRANSACTIONS ARE
NOT DEEMED TO BE THE ISSUANCE OF A SENIOR SECURITY OR THE
PLEDGE OF ASSETS
(Proposal No. 6)

On June 3, 1993, the Board of Directors approved an amendment to the
Fund's investment restrictions, which, if approved by shareholders, would
clarify that collateral arrangements with respect to interest rate swap
transactions, reverse repurchase agreements and dollar roll transactions
would not be considered to be the issuance of a senior security or the
pledge of assets. The Board of Directors recommends that shareholders of
the Fund approve the Amendment which would change Investment Restriction
No. 3.

While the Fund may not currently enter into interest rate swap
transactions and dollar rolls. the Board of Directors may, in the future,
determine that it would be in the best

<PAGE>

interests of the Fund and its shareholders to permit the Fund to do so.
If the Directors determine to permit the Fund to enter into interest rate
swap transactions the Fund would enter into interest rate swap transactions
primarily to preserve a return or spread on a particular investment or to
protect against an increase in price of a security of the Fund anticipates
purchasing at a later date. The Fund could also enter into interest rate
swaps as a hedge but would not do so as a speculative investment. In the
event the Fund entered into a interest rate swap transaction, it would do
so on a net basis whereby the two payment streams would be netted out, with
the Fund paying or receiving only the net amount of the two payments. The
net amount of the Fund's obligations over its entitlements with respect to
each swap transaction would be accrued on a daily basis and an amount of
cash, U.S. Government securities or liquid high-grade debt securities
having an aggregate value at least equal to any accrued excess would be
maintained in a segregated account by the Fund's custodian in a manner that
satisfies the requirements of the Investment Company Act.

In the event the Fund enters into dollar roll transactions the Fund
would sell securities for delivery in the current month and simultaneously
contracts to repurchase similar securities at a specified date in the
future from the same party. The Fund establish a segregated account with
its custodian, in a manner that satisfies the requirements of the
Investment Company Act, in which it would maintain cash, U.S. Government
securities or other liquid high-grade debt obligations equal to the value
of its obligations with respect to the dollar roll.

Insomuch as segregated accounts would be established for these hedging
transactions, the Fund believes that such obligations would not constitute
senior securities.

In today's market, swaps and dollar rolls often contain collateral
arrangements whereby each counterparty will agree to pledge assets to the
other to secure the amount of that party's obligations. The Fund's Board of
Directors believes that the ability to establish collateral arrangements
with respect to swap transactions and dollar rolls would, in the event the
Directors determine to permit the Fund to engage in such transactions,
expand the Fund's ability to enter into such transactions and therefore
recommends that the Fund's investment restrictions be clarified to ensure
that the Fund could establish such collateral arrangements. In addition,
while the Fund currently does not have the ability to enter into reverse
repurchase agreements, it may seek Board approval to engage in such
transactions in the future and may wish to establish collateral
arrangements with respect to these transactions as well.

Proposed Amendment to the Fund's Investment Restrictions

To clarify that collateral arrangements with respect to interest rate
swap transactions, reverse repurchase agreements and dollar roll
transactions would not considered to be the issuance of a senior security
or the pledge of assets, Investment Restriction No. 3 is proposed to be
amended as described below (added language is underlined):

The Fund may not:

3. Issue senior securities, borrow money or pledge its assets,
except that a Portfolio may borrow up to 20% of the value of its
total assets (calculated

<PAGE>

when the loan is made) for temporary, extraordinary or emergency
purposes or for the clearance of transactions. Each Portfolio may
pledge up to 20% of the value of its total assets to secure such
borrowings. For purposes of this restriction, the purchase and sale of
securities on a when-issued or delayed delivery basis, the purchase of
securities subject to repurchase agreements, collateral arrangements
with respect to interest rate swap transactions, reverse repurchase
agreements or dollar roll transactions or the purchase or sale of
options and futures contracts or options thereon are not deemed to be a
pledge of assets or the issuance of a senior security; and neither such
arrangements, the purchase or sale of options, futures contracts or
related options, nor obligations of the Fund to Directors pursuant to
deferred compensation arrangements are deemed to be the issuance of a
senior security.

The Board of Directors believes that adoption of Proposal No. 6 is in
the best interest of the Fund and its shareholders.

Required Vote

Amendment of the Fund's investment restriction for each Portfolio as
described above requires the approval of a majority of the Portfolio's
outstanding voting securities (as defined in the Investment Company Act)
and described under Proposal No. 5 above. If the proposed change in
investment policy is not approved, the current investment restriction would
remain a fundamental policy which could not be changed without the approval
of a majority of the outstanding voting securities of the Portfolio. If the
proposed change in investment policy is approved by one Portfolio, the
change will be effective for that Portfolio notwithstanding that the
proposal may not have been approved by the other Portfolio.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
NO. 6.

RATIFICATION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 7)

The Board of Directors of the Fund, including Directors who
are not interested persons of the Fund, has selected Deloitte & Touche as
independent accountants for the Fund for the fiscal year ending October
31, 1994. The ratification of the selection of independent public
accountants is to be voted upon at the Meeting and it is intended that the
persons named in the accompanying Proxy will vote for Deloitte & Touche.
No representative of Deloitte & Touche is expected to be present at the
Meeting of Shareholders.

The policy of the Board of Directors regarding engaging independent
accountants' services is that management may engage the Fund's principal
independent public accountants to perform any service(s) normally provided
by independent accounting firms, provided that such service(s) meet(s) any
and all of the independence requirements of the American Institute of
Certified Public Accountants and the SEC. In accordance with this policy,
the Audit Committee reviews and approves all services provided by the

<PAGE>

independent public accountants prior to their being rendered. The Board of
Directors of the Fund receives a report from its Audit Committee relating
to all services after they have been performed by the Fund's independent
accountants.

Required Vote

The affirmative vote of a majority of the shares present in person or
by proxy, at the Meeting is required for ratification.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
NO. 7.

OTHER MATTERS

No business other than as set forth herein is expected to
come before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment of the
Meeting, the persons named in the enclosed proxy will vote thereon
according to their best judgment in the interests of the Fund.

SHAREHOLDER PROPOSALS

The Fund is not required to hold annual meetings of
shareholders and the Board of Directors currently does not intend to hold
such meetings unless shareholder action is required in accordance with the
Investment Company Act or the Fund's By-laws. A shareholder proposal
intended to be presented at any meeting of shareholders of the Fund
hereinafter called must be received by the Fund a reasonable time before
the Board of Directors' solicitation relating thereto is made in order to
be included in the Fund's proxy statement and form of proxy relating to
that meeting. The mere submission of a proposal by a shareholder does not
guarantee that such proposal will be included in the proxy statement
because certain rules under the Federal securities laws must be complied
with before inclusion of the proposal is required.

S. Jane Rose
Secretary

Dated: March , 1994

Shareholders who do not expect to be present at the Meeting and who
wish to have their shares voted are requested to date and sign the
enclosed proxy and return it in the enclosed envelope. No postage is
required if mailed in the United States.

<PAGE>

Exhibit A

PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993

ASSETS

Cash and short-term investments ............................... 42,667,507

Loan to affiliate ............................................. 85,000,000

Management, administration and other fees receivable .......... 17,897,292

Transfer agency and fiduciary fees receivable ................. 3,744,874

Furniture, equipment and leasehold improvements, net .......... 10,495,702

Other assets .................................................. 4,676,430
------------
$164,481,805
============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

Due to affiliates ............................................. 48,794,366

Accounts payable and accrued expenses ......................... 11,208,209

Income taxes payable to affiliate - net ....................... 2,937,828
------------
62,940,403
------------

COMMITMENTS (Note 6)

STOCKHOLDERS' EQUITY:

Class A common stock, $1 par value (1,000
shares authorized, 850 shares outstanding) ................... 850

Class B common stock, $1 par value (1,000
shares authorized, 150 shares outstanding) ................... 150

Additional paid-in capital .................................... 24,999,000

Retained earnings ............................................. 76,541,402
------------
101,541,402
------------
$164,481,805
============

See notes to consolidated statement of financial condition.

A-1

<PAGE>

PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
December 31, 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Prudential Mutual Fund Management, Inc. ("PMF") and subsidiaries (the
"Company"), an indirect wholly-owned subsidiary of The Prudential
Insurance Company of America (the "Prudential"), were created to operate
as the manager, distributor and/or transfer agent for investment companies.

Principles of Consolidation

The consolidated financial statement includes the accounts of PMF and
its wholly-owned subsidiaries, Prudential Mutual Fund Services, Inc.
("PMFS") and Prudential Mutual Fund Distributors, Inc. ("PMFD"). All
intercompany profits, transactions and balances have been eliminated.

Income Taxes

The Company is a member of a group of affiliated companies which join in
filing a consolidated Federal income tax return. Pursuant to a tax
allocation agreement, tax expense is determined for individual
profitable companies on a separate return basis. Profit members pay this
amount to an affiliated company which in turn apportions the payment
among the loss members in proportion to their losses. In January 1993,
the Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). The adoption of SFAS 109 did
not have a material effect on the Company's financial position.

2. SHORT-TERM INVESTMENTS

At December 31, 1993, the Company had invested $35,411,571 in several
money market funds which PMF manages.

3. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, equipment and leasehold improvements consist of the
following:

Furniture ...................................... 6,481,799
Equipment ...................................... 9,181,984
Leasehold improvements ......................... 3,407,213
-----------
19,070,996
Less accumulated depreciation and amortization . 8,575,294
-----------
$10,495,702
===========

A-2

<PAGE>

4. RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company participates in a
variety of financial and administrative transactions with affiliates.

The loan to affiliate bears interest at 3.45 percent at December 31,
1993 and is due on demand.

The caption "Due to affiliates" includes $18,241,795 at December 31,
1993 for reimbursement of employee compensation and benefits, and other
administrative and operating expenses. This amount is
noninterest-bearing and payable on demand.

The Company has entered into subadvisory agreements with The Prudential
Investment Corporation ("PIC"), a wholly-owned subsidiary of Prudential.
Under these agreements, PIC furnishes investment advisory services to
substantially all the funds for which the Company acts as Manager. At
December 31, 1993 there were unpaid fees due to PIC of $23,926,277,
included in the caption "Due to affiliates."

Distribution expenses include commissions and account servicing fees
paid to, or on account of, financial advisors of Prudential Securities
Incorporated ("Prudential Securities") and Pruco Securities Corporation
("PruSec"), affiliated broker-dealers and indirect wholly-owned
subsidiaries of Prudential, advertising expenses, the cost of printing
and mailing prospectuses to potential investors, and indirect and
overhead costs of Prudential Securities and PruSec, including lease,
utility, communications and sales promotion expenses. At December 31,
1993 there were unpaid distribution expenses of approximately
$6,626,000, included in the caption "Due to affiliates."

5. CAPITAL

PMFD is subject to the SEC Uniform Net Capital Rule (Rule 15c3- 1),
which requires the maintenance of minimum net capital and requires that
the ratio of aggregate indebtedness to net capital, both as defined,
shall not exceed 15 to 1. At December 31, 1993, PMFD had net capital of
$2,308,981, which was $1,859,405 in excess of its required net capital
of $449,576. PMFD had a ratio of aggregate indebtedness to net capital
of 2.9 to 1.

6. COMMITMENTS

The Company leases office space under operating leases expiring in 2003.
The leases are subject to escalation based upon certain costs incurred
by the lessor. Future minimum rentals, as of December 31, 1993, under
the leases, are as follows:

Year Minimum Rental

1994 $ 2,738,000
1995 2,865,000
1996 3,375,000
1997 3,385,000
1998 3,230,000
Thereafter 13,800,000
-----------
$29,393,000
===========

A-3

<PAGE>

7. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company has two defined benefit pension plans (the "Plans")
sponsored by the Prudential and Prudential Securities. The Plans cover
substantially all of the Company's employees. The funding policy is to
contribute annually the amount necessary to satisfy the Internal Revenue
Service funding standards. In addition, the Company has two defined
benefit plans for key executives, the Supplemental Retirement Plan (SRP)
for which estimated pension costs are currently accrued but not funded.

The Company provides certain health care and life insurance benefits for
eligible retired employees. Effective January 1, 1993, the Company
adopted Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" ("SFAS
106"). SFAS 106 changed the practice of accounting for postretirement
benefits on a cash basis to an accrual basis, whereby employers record
the projected future cost of providing such postretirement benefits as
employees render services instead of when benefits are paid. This new
accounting method has no effect on the Company's cash outlays for these
retirement benefits. The adoption of SFAS 106 did not materially impact
the Company's financial position.

The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," ("SFAS 112") which is effective for fiscal
years beginning after December 15, 1993. Although several benefits are
fully insured which result in no SFAS 112 obligation, the Company
currently has an obligation and resulting expense under SFAS 112 for
medical benefits provided under long-term disability. The Company will
adopt SFAS 112 on January 1, 1994. Management believes that
implementation will have no material effect on the Company's financial
position.

8. CONTINGENCY

On October 12, 1993, a purported class action lawsuit was instituted
against PMF, et al and certain current and former directors of a fund
managed by PMF. The plaintiffs seek damages in an unspecified amount for
excessive management and distribution fees they allege were incurred by
them. Although the outcome of this litigation cannot be predicted at
this time, the defendants believe they have meritorious defenses to the
claims asserted in the complaint and intend to defend this action
vigorously. In any case, management does not believe that the outcome
of this action is likely to have a material adverse effect on the
Company's financial position.

A-4

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
Prudential Mutual Fund Management, Inc.:

We have audited the accompanying consolidated statement of financial
condition of Prudential Mutual Fund Management, Inc. and subsidiaries as
of December 31, 1993. This consolidated financial statement is the
responsibility of the Company's management. Our responsibility is to
express an opinion on this consolidated financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statement is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated statement of financial condition. 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 audit provides a reasonable basis for
our opinion.

In our opinion, such consolidated statement of financial condition
presents fairly, in all material respects, the financial position of
Prudential Mutual Fund Management, Inc. and subsidiaries at December 31,
1993 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE
New York, New York
January 26, 1994

A-5

<PAGE>

Exhibit B

AMENDMENT TO ARTICLES OF INCORPORATION

Article V, Section 1 of the Fund's Articles of Incorporation are
proposed to be amended and restated as follows:

Article V
COMMON STOCK

Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is 2,000,000,000 shares of the
par value of $.001 per share and of the aggregate par value of $2,000,000
to be divided initially into 250,000,000 shares of Class A capital stock
of the Global Assets Portfolio, 250,000 shares of Class B capital stock of
the Global Assets Portfolio, 500,000,000 shares of Class A capital stock
of the Short-Term Global Income Portfolio, 500,000,000 shares of Class B
capital stock of the Short-Term Global Income Portfolio and 500,000,000
shares of the Class C capital stock of the Short-Term Global Income
Portfolio.

(a) Each share of Class A Common Stock, Class B Common Stock and
Class C Common Stock of the Corporation shall represent the same
interest in the Corporation and have identical voting, dividend,
liquidation and other rights 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 Board of Directors from time to time; and (v) The
Class C Common Stock shall not be subject to either an initial or a
contingent deferred sales charge but shall be subject to a Rule 12b-1
distribution fee as determined by the Board of Directors from time to
time. 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.

(b) Each share of the Class B Common Stock of a Portfolio of the
Corporation shall be converted automatically, and without any action or
choice on the part of the holder thereof, into shares (including
fractions thereof) of the Class A Common Stock of the same Portfolio of
the Corporation (computed in the manner hereinafter described), at the
applicable net asset value of each Class, at the time of the
calculation of the net asset value of such Class B Common Stock at such
times, which may vary between shares originally issued for cash and
shares purchased through the automatic reinvestment of dividends and
distributions with respect to Class B Common Stock, (each "Conversion
Date") determined by the Board of Directors in accordance with
applicable laws, rules, regulations and interpretations of the
Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. and pursuant to such procedures as may be
established from time to

B-1

<PAGE>

time by the Board of Directors and disclosed in the Corporation's then
current prospectus for such Class A and Class B Common Stock.

(c) The number of shares of the Class A Common Stock of the
Corporation into which a share of the Class B Common Stock is converted
pursuant to Paragraph (l)(b) hereof shall equal the number (including
for this purpose fractions of a share) obtained by dividing the net
asset value per share of the Class B Common Stock for purposes of sales
and redemptions thereof at the time of the calculation of the net asset
value on the Conversion Date by the net asset value per share of the
Class A Common Stock for purposes of sales and redemptions thereof at
the time of the calculation of the net asset value on the Conversion
Date.

(d) On the Conversion Date, the shares of the Class B Common Stock
of the Corporation converted into shares of the Class A Common Stock
will cease to accrue dividends and will no longer be outstanding and
the rights of the holders thereof will cease (except the right to
receive declared but unpaid dividends to the Conversion Date).

(e) The Board of Directors shall have full power and authority to
adopt such other terms and conditions concerning the conversion of
shares of the Class B Common Stock to shares of the Class A Common
Stock as they deem appropriate; provided such terms and conditions are
not inconsistent with the terms contained in this Section 1 and subject
to any restrictions or requirements under the Investment Company Act of
1940 and the rules, regulations and interpretations thereof promulgated
or issued by the Securities and Exchange Commission any conditions or
limitations contained in an order issued by the Securities and Exchange
Commission applicable to the Corporation, or any restrictions or
requirements under the Internal Revenue Code of 1986, as amended, and
the rules, regulations and interpretations promulgated or issued
thereunder.

B-2

<PAGE>

Exhibit C-1

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.

Short-Term Global Income Portfolio

Distribution and Service Plan
(Class A Shares)

Introduction

The Distribution and Service Plan (the Plan) set forth below
which is designed to conform to the requirements of Rule 12b-1 under the
Investment Company Act of 1940 (the Investment Company Act) and Article
III, Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (NASD) has been adopted by Prudential Short-
Term Global Income Fund, Inc., Short-Term Global Income Portfolio (the
Fund) and by Prudential Mutual Fund Distributors, Inc., the Fund's
distributor (the Distributor).

The Fund has entered into a distribution agreement (the Distribution
Agreement) pursuant to which the Fund will employ the Distributor to
distribute Class A shares issued by the Fund (Class A shares). Under the
Distribution Agreement, the Distributor will be entitled to receive
payments from investors of front-end sales charges with respect to the
sale of Class A shares. Under the Plan, the Fund intends to pay to the
Distributor, as compensation for its services, a distribution and service
fee with respect to Class A shares.

A majority of the Board of Directors of the Fund, including a majority
of those 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 this Plan or any agreements related
to it (the Rule 12b-1 Directors), have determined by votes cast in person
at a meeting called for the purpose of voting on this Plan that there is a
reasonable likelihood that adoption of this Plan will benefit the Fund and
its shareholders. Expenditures under this Plan by the Fund for
Distribution Activities (defined below) are primarily intended to result
in the sale of Class A shares of the Fund within the meaning of paragraph
(a)(2) of Rule 12b-1 promulgated under the Investment Company Act.

The purpose of the Plan is to create incentives to the Distributor
and/or other qualified broker-dealers and their account executives to
provide distribution assistance to their customers who are investors in
the Fund, to defray the costs and expenses associated with the
preparation, printing and distribution of prospectuses and sales
literature and other promotional and distribution activities and to
provide for the servicing and maintenance of shareholder accounts.

The Plan

The material aspects of the Plan are as follows:

1. Distribution Activities

The Fund shall engage the Distributor to distribute Class A shares of
the Fund and to service shareholder accounts using all of the facilities
of the distribution networks of

C-1

<PAGE>

Prudential Securities Incorporated (Prudential Securities) and Pruco
Securities Corporation (Prusec), including sales personnel and branch
office and central support systems, and also using such other qualified
broker-dealers and financial institutions as the Distributor may select.
Services provided and activities undertaken to distribute Class A shares
of the Fund are referred to herein as "Distribution Activities."

2. Payment of Service Fee

The Fund shall pay to the Distributor as compensation for providing
personal service and/or maintaining shareholder accounts a service fee of
.25 of 1% per annum of the average daily net assets of the Class A shares
(service fee). The Fund shall calculate and accrue daily amounts payable
by the Class A shares of the Fund hereunder and shall pay such amounts
monthly or at such other intervals as the Board of Directors may
determine.

3. Payment for Distribution Activities

The Fund shall pay to the Distributor as compensation for its services
a distribution fee, together with the service fee (described in Section 2
hereof), of .30 of 1% per annum of the average daily net assets of the
Class A shares of the Fund for the performance of Distribution Activities.
The Fund shall calculate and accrue daily amounts payable by the Class A
shares of the Fund hereunder and shall pay such amounts monthly or at such
other intervals as the Board of Directors may determine. Amounts payable
under the Plan shall be subject to the limitations of Article III, Section
26 of the NASD Rules of Fair Practice.

Amounts paid to the Distributor by the Class A shares of the Fund will
not be used to pay the distribution expenses incurred with respect to any
other class of shares of the Fund except that distribution expenses
attributable to the Fund as a whole will be allocated to the Class A
shares according to the ratio of the sales of Class A shares to the total
sales of the Fund's shares over the Fund's fiscal year or such other
allocation method approved by the Board of Directors. The allocation of
distribution expenses among classes will be subject to the review of the
Board of Directors.

The Distributor shall spend such amounts as it deems appropriate on
Distribution Activities which include, among others:

(a) amounts paid to Prudential Securities for performing services under
a selected dealer agreement between Prudential Securities and the
Distributor for sale of Class A shares of the Fund, including sales
commissions and trailer commissions paid to, or on account of,
account executives and indirect and overhead costs associated with
Distribution Activities, including central office and branch
expenses;

(b) amounts paid to Prusec for performing services under a selected
dealer agreement between Prusec and the Distributor for sale of
Class A shares of the Fund, including sales commissions and trailer
commissions paid to, or on account of, agents and indirect and
overhead costs associated with Distribution Activities;

(c) advertising for the Fund in various forms through any available
medium, including the cost of printing and mailing Fund
prospectuses, statements

C-2

<PAGE>

of additional information and periodic financial reports and sales
literature to persons other than current shareholders of the Fund;
and

(d) sales commissions (including trailer commissions) paid to, or on
account of, broker-dealers and financial institutions (other than
Prudential Securities and Prusec) which have entered into selected
dealer agreements with the Distributor with respect to Class A
shares of the Fund.

4. Quarterly Reports; Additional Information

An appropriate officer of the Fund will provide to the Board of
Directors of the Fund for review, at least quarterly, a written report
specifying in reasonable detail the amounts expended for Distribution
Activities (including payment of the service fee) and the purposes for
which such expenditures were made in compliance with the requirements of
Rule 12b-1. The Distributor will provide to the Board of Directors of the
Fund such additional information as the Board shall from time to time
reasonably request, including information about Distribution Activities
undertaken or to be undertaken by the Distributor.

The Distributor will inform the Board of Directors of the Fund of the
commissions and account servicing fees to be paid by the Distributor to
account executives of the Distributor and to broker-dealers and financial
institutions which have selected dealer agreements with the Distributor.

5. Effectiveness; Continuation

The Plan shall not take effect until it has been approved by a vote of
a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Class A shares of the Fund.

If approved by a vote of a majority of the outstanding voting
securities of the Class A shares of the Fund, the Plan shall, unless
earlier terminated in accordance with its terms, continue in full force
and effect thereafter for so long as such continuance is specifically
approved at least annually by a majority of the Board of Directors of the
Fund and a majority of the Rule 12b-1 Directors by votes cast in person at
a meeting called for the purpose of voting on the continuation of the
Plan.

6. Termination

This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of the Class A
shares of the Fund.

7. Amendments

The Plan may not be amended to change the combined service and
distribution expenses to be paid as provided for in Sections 2 and 3
hereof so as to increase materially the amounts payable under this Plan
unless such amendment shall be approved by the vote of a majority of the
outstanding voting securities (as defined in the Investment Company Act)
of the Class A shares of the Fund. All material amendments of the Plan
shall be approved by a majority of the Board of Directors of the Fund and
a majority of the Rule

C-3

<PAGE>

12b-1 Directors by votes cast in person at a meeting called for the
purpose of voting on the Plan.

8. Rule 12b-1 Directors

While the Plan is in effect, the selection and nomination of the Rule
12b-1 Directors shall be committed to the discretion of the Rule 12b-1
Directors.

9. Records

The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to Section 4 hereof, for a period of not
less than six years from the date of effectiveness of the Plan, such
agreements or reports, and for at least the first two years in an easily
accessible place.

Dated:

C-4

<PAGE>

Exhibit C-2

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.

Global Assets Portfolio

Distribution and Service Plan
(Class A Shares)

Introduction

The Distribution and Service Plan (the Plan) set forth below
which is designed to conform to the requirements of Rule 12b-1 under the
Investment Company Act of 1940 (the Investment Company Act) and Article
III, Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (NASD) has been adopted by Prudential Short-
Term Global Income Fund, Inc., Global Assets Portfolio (the Fund) and by
Prudential Mutual Fund Distributors, Inc., the Fund's distributor (the
Distributor).

The Plan

The material aspects of the Plan are as follows:

1. Distribution Activities

The Fund shall engage the Distributor to distribute Class A shares of
the Fund and to service shareholder accounts using all of the facilities
of the distribution networks of

C2-1

<PAGE>

2. Payment of Service Fee

3. Payment for Distribution Activities

The Fund shall pay to the Distributor as compensation for its services
a distribution fee, together with the service fee (described in Section 2
hereof), of .50 of 1% per annum of the average daily net assets of the
Class A shares of the Fund for the performance of Distribution Activities.
The Fund shall calculate and accrue daily amounts payable by the Class A
shares of the Fund hereunder and shall pay such amounts monthly or at such
other intervals as the Board of Directors may determine. Amounts payable
under the Plan shall be subject to the limitations of Article III, Section
26 of the NASD Rules of Fair Practice.

The Distributor shall spend such amounts as it deems appropriate on
Distribution Activities which include, among others:

(c) advertising for the Fund in various forms through any available
medium, including the cost of printing and mailing Fund
prospectuses, statements

C2-2

<PAGE>

of additional information and periodic financial reports and sales
literature to persons other than current shareholders of the Fund;
and

4. Quarterly Reports; Additional Information

5. Effectiveness; Continuation

The Plan shall not take effect until it has been approved by a vote of
a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Class A shares of the Fund.

6. Termination

7. Amendments

C2-3

<PAGE>

12b-1 Directors by votes cast in person at a meeting called for the
purpose of voting on the Plan.

8. Rule 12b-1 Directors

While the Plan is in effect, the selection and nomination of the Rule
12b-1 Directors shall be committed to the discretion of the Rule 12b-1
Directors.

9. Records

Dated:

C2-4

<PAGE>

Exhibit D

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND, INC.
Short-Term Global Income Portfolio
Distribution and Service Plan
(Class B Shares)

Introduction

The Distribution and Service Plan (the Plan) set forth below
which is designed to conform to the requirements of Rule 12b-1 under the
Investment Company Act of 1940 (the Investment Company Act) and Article
III, Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (NASD) has been adopted by Prudential Short-
Term Global Income Fund, Inc., Short-Term Global Income Portfolio (the
Fund) and by Prudential Securities Incorporated (Prudential Securities),
the Fund's distributor (the Distributor).

The Fund has entered into a distribution agreement (the Distribution
Agreement) pursuant to which the Fund will employ the Distributor to
distribute Class B shares issued by the Fund (Class B shares). Under the
Distribution Agreement, the Distributor will be entitled to receive
payments from investors of contingent deferred sales charges imposed with
respect to certain repurchases and redemptions of Class B shares. Under the
Plan, the Fund wishes to pay to the Distributor, as compensation for its
services, a distribution and service fee with respect to Class B shares.

A majority of the Board of Directors of the Fund including a majority
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 this Plan or any agreements related to it (the Rule 12b-1
Directors), have determined by votes cast in person at a meeting called
for the purpose of voting on this Plan that there is a reasonable
likelihood that adoption of this Plan will benefit the Fund and its
shareholders. Expenditures under this Plan by the Fund for Distribution
Activities (defined below) are primarily intended to result in the sale of
Class B shares of the Fund within the meaning of paragraph (a)(2) of Rule
12b-1 promulgated under the Investment Company Act.

The Plan

The material aspects of the Plan are as follows:

1. Distribution Activities

The Fund shall engage the Distributor to distribute Class B shares of
the Fund and to service shareholder accounts using all of the facilities
of the Prudential Securities

D-1

<PAGE>

distribution network including sales personnel and branch office and
central support systems, and also using such other qualified broker-
dealers and financial institutions as the Distributor may select,
including Pruco Securities Corporation (Prusec). Services provided and
activities undertaken to distribute Class B shares of the Fund are
referred to herein as "Distribution Activities."

2. Payment of Service Fee

The Fund shall pay to the Distributor as compensation for providing
personal service and/or maintaining shareholder accounts a service fee of
.25 of 1% per annum of the average daily net assets of the Class B shares
(service fee). The Fund shall calculate and accrue daily amounts payable
by the Class B shares of the Fund hereunder and shall pay such amounts
monthly or at such other intervals as the Board of Directors may
determine.

3. Payment for Distribution Activities

The Fund shall pay to the Distributor as compensation for its services
a distribution fee of .75 of 1% per annum of the average daily net assets
of the Class B shares of the Fund for the performance of Distribution
Activities. The Fund shall calculate and accrue daily amounts payable by
the Class B shares of the Fund hereunder and shall pay such amounts
monthly or at such other intervals as the Board of Directors may
determine. Amounts payable under the Plan shall be subject to the
limitations of Article III, Section 26 of the NASD Rules of Fair
Practice.

Amounts paid to the Distributor by the Class B shares of the Fund will
not be used to pay the distribution expenses incurred with respect to any
other class of shares of the Fund except that distribution expenses
attributable to the Fund as a whole will be allocated to the Class B
shares according to the ratio of the sale of Class B shares to the total
sales of the Fund's shares over the Fund's fiscal year or such other
allocation method approved by the Board of Directors. The allocation of
distribution expenses among classes will be subject to the review of the
Board of Directors.

The Distributor shall spend such amounts as it deems appropriate on
Distribution Activities which include, among others:

(a) sales commissions (including trailer commissions) paid to, or on
account of, account executives of the Distributor;

(b) indirect and overhead costs of the Distributor associated with
performance of Distribution Activities including central office and
branch expenses;

(c) amounts paid to Prusec for performing services under a selected
dealer agreement between Prusec and the Distributor for sale of
Class B shares of the Fund, including sales commissions and trailer
commissions paid to, or on account of, agents and indirect and
overhead costs associated with Distribution Activities;

(d) advertising for the Fund in various forms through any available
medium, including the cost of printing and mailing Fund
prospectuses, statements

D-2

<PAGE>

of additional information and periodic financial reports and sales
literature to persons other than current shareholders of the Fund;
and

(e) sales commissions (including trailer commissions) paid to, or on
account of, broker-dealers and other financial institutions (other
than Prusec) which have entered into selected dealer agreements
with the Distributor with respect to Class B shares of the Fund.

4. Quarterly Reports: Additional Information

An appropriate officer of the Fund will provide to the Board of
Directors of the Fund for review, at least quarterly, a written report
specifying in reasonable detail the amounts expended for Distribution
Activities (including payment of the service fee) and the purposes for
which such expenditures were made in compliance with the requirements of
Rule 12b-1. The Distributor will provide to the Board of Directors of the
Fund such additional information as they shall from time to time
reasonably request, including information about Distribution Activities
undertaken or to be undertaken by the Distributor.

The Distributor will inform the Board of Directors of the Fund of the
commissions and account servicing fees to be paid by the Distributor to
account executives of the Distributor and to broker-dealers and other
financial institutions which have selected dealer agreements with the
Distributor.

5. Effectiveness; Continuation

The Plan shall not take effect until it has been approved by a vote of
a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Class B shares of the Fund.

If approved by a vote of a majority of the outstanding voting
securities of the Class B shares of the Fund, the Plan shall, unless
earlier terminated in accordance with its terms, continue in full force
and effect thereafter for so long as such continuance is specifically
approved at least annually by a majority of the Board of Directors of the
Fund and a majority of the Rule 12b-1 Directors by votes cast in person at
a meeting called for the purpose of voting on the continuation of the
Plan.

6. Termination

7. Amendments

The Plan may not be amended to change the combined service and
distribution expenses to be paid as provided for in Sections 2 and 3
hereof so as to increase materially the amounts payable under this Plan
unless such amendment shall be approved by the vote of a majority of the
outstanding voting securities (as defined in the Investment Company Act)
of the Class B shares of the Fund. All material amendments of the Plan
shall be approved by a majority of the Board of Directors of the Fund and
a majority of the Rule

D-3

<PAGE>

12b-1 Directors by votes cast in person at a meeting called for the
purpose of voting on the Plan.

8. Rule 12b-1 Directors

While the Plan is in effect, the selection and nomination of the Rule
12b-1 Directors shall be committed to the discretion of the Rule 12b-1
Directors.

9. Records

Dated:

D-4

<PAGE>

PLEASE MARK, SIGN,
DATE AND RETURN THE
PROXY CARD PROMPTLY
USING THE ENCLOSED
ENVELOPE.

YOUR PROXY WILL BE ELECTRONICALLY SCANNED.
CAREFULLY DETACH HERE AND RETURN BOTTOM PORTION ONLY

PROXY (Class A) This Proxy is solicited on behalf of the Board of Directors.

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND
SHORT-TERM GLOBAL INCOME PORTFOLIO
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

The undersigned hereby appoints Susan C. Cote,
S. Jane Rose and Domenick Pugliese as Proxies,
each with the power of substitution, and hereby
authorizes each of them to represent and to vote,
as designated below, all the shares of Class A
Common Stock of Prudential Short-Term Global
Income Fund, Short-Term Global Income Portfolio
held of record by the undersigned on [ ,] 1994 at
the Special Meeting of Shareholders to be held on
[ ,] 1994, or any adjournment thereof.

Your Account No.:

Your voting shares are:

This proxy when properly executed will be voted in
the manner directed herein by the undersigned
shareholder(s). If no direction is made, this
proxy will be voted for all the proposals listed
below.

1-Election of Directors

[X] [X] [X]

Approve Withhold Withhold
All All Those Listed
Nominees Nominees On Back

To withhold authority for any individual
nominee, please write name on back
of form.

Stephen C. Eyre
Delayne D. Gold
Don G. Hoff
Harry A. Jacobs, Jr.
Lawrence C. McQuade
Sidney R. Knafel
Robert E. LaBlanc
Thomas A. Owens, Jr.
Richard A. Redeker
Clay T. Whitehead

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

For Against Abstain

2. To approve an amendment of the Fund's Articles 2 [X] [X] [X]
of Incorporation to permit a conversion feature
for Class B Shares of the Short-Term Global
Income Portfolio.

3. To approve an amended and restated Class A 3 [X] [X] [X]
Distribution and Service Plan for the
Short-Term Global Income Portfolio.

4. Not Applicable to Class A Shareholders of 4 [X] [X] [X]
Short-Term Global Income Portfolio

5. To approve a change in the investment 5 [X] [X] [X]
objective of the Short-Term Global Income
Portfolio to one of maximum total return.

6. To approve an amendment of the Fund's 6 [X] [X] [X]
investment restrictions to clarify that
collateral arrangements with respect to
interest rate swap transactions, reverse
repurchase agreements and dollar roll
transactions are not deemed to be the issuance
of a senior security or the pledge of assets.

7. To ratify the selection by the Board of 7 [X] [X] [X]
Directors of Deloitte & Touche as independent
accountants for the fiscal year ending October
31, 1994.

8. To transact such other business as may properly 8 [X] [X] [X]
come before the Meeting or any adjournments
thereof.

Only shares of Common Stock of the Fund of record at the
close of business of [ ,] 1994 are entitled to
notice of and to vote at this Meeting or any
adjournment thereof.

IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

- ----------------------------------------------------------
Signature Date

- ----------------------------------------------------------
Signature (Joint Ownership)

Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

<PAGE>

PLEASE MARK, SIGN,
DATE AND RETURN THE
PROXY CARD PROMPTLY
USING THE ENCLOSED
ENVELOPE.

YOUR PROXY WILL BE ELECTRONICALLY SCANNED.
CAREFULLY DETACH HERE AND RETURN BOTTOM PORTION ONLY

PROXY (Class B) This Proxy is solicited on behalf of the Board of Directors.

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND
SHORT-TERM GLOBAL INCOME PORTFOLIO
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

The undersigned hereby appoints Susan C. Cote,
S. Jane Rose and Domenick Pugliese as Proxies,
each with the power of substitution, and hereby
authorizes each of them to represent and to vote,
as designated below, all the shares of Class B
Common Stock of Prudential Short-Term Global
Income Fund, Short-Term Global Income Portfolio
held of record by the undersigned on [ ,] 1994 at
the Special Meeting of Shareholders to be held on
[ ,] 1994, or any adjournment thereof.

Your Account No.:

Your voting shares are:

This proxy when properly executed will be voted in
the manner directed herein by the undersigned
shareholder(s). If no direction is made, this
proxy will be voted for all the proposals listed
below.

1-Election of Directors

[X] [X] [X]

Approve Withhold Withhold
All All Those Listed
Nominees Nominees On Back

To withhold authority for any individual
nominee, please write name on back
of form.

Stephen C. Eyre
Delayne D. Gold
Don G. Hoff
Harry A. Jacobs, Jr.
Lawrence C. McQuade
Sidney R. Knafel
Robert E. LaBlanc
Thomas A. Owens, Jr.
Richard A. Redeker
Clay T. Whitehead

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

For Against Abstain

2. To approve an amendment of the Fund's Articles 2 [X] [X] [X]
of Incorporation to permit a conversion feature
for Class B Shares of the Short-Term Global
Income Portfolio.

3. To approve an amended and restated Class A 3 [X] [X] [X]
Distribution and Service Plan for the
Short-Term Global Income Portfolio.

4. To approve an amended and restated Class B 4 [X] [X] [X]
Distribution and Service Plan for the
Short-Term Global Income Portfolio.

5. To approve a change in the investment objective 5 [X] [X] [X]
of the Short-Term Global Income Portfolio to
one of maximum total return.

7. To ratify the selection by the Board of 7 [X] [X] [X]
Directors of Deloitte & Touche as independent
accountants for the fiscal year ending October
31, 1994.

8. To transact such other business as may properly 8 [X] [X] [X]
come before the Meeting or any adjournments
thereof.

Only shares of Common Stock of the Fund of record at the
close of business of [ ,] 1994 are entitled to
notice of and to vote at this Meeting or any
adjournment thereof.

IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

- ----------------------------------------------------------
Signature Date

- ----------------------------------------------------------
Signature (Joint Ownership)

<PAGE>

PLEASE MARK, SIGN,
DATE AND RETURN THE
PROXY CARD PROMPTLY
USING THE ENCLOSED
ENVELOPE.

YOUR PROXY WILL BE ELECTRONICALLY SCANNED.
CAREFULLY DETACH HERE AND RETURN BOTTOM PORTION ONLY

PROXY (Class A) This Proxy is solicited on behalf of the Board of Directors.

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND
GLOBAL ASSETS PORTFOLIO
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

The undersigned hereby appoints Susan C. Cote,
S. Jane Rose and Domenick Pugliese as Proxies,
each with the power of substitution, and hereby
authorizes each of them to represent and to vote,
as designated below, all the shares of Class A
Common Stock of Prudential Short-Term Global
Income Fund, Global Assets Portfolio held of
record by the undersigned on [ ,] 1994 at the
Special Meeting of Shareholders to be held on
[ ,] 1994, or any adjournment thereof.

Your Account No.:

Your voting shares are:

This proxy when properly executed will be voted in
the manner directed herein by the undersigned
shareholder(s). If no direction is made, this
proxy will be voted for all the proposals listed
below.

1-Election of Directors

[X] [X] [X]

Approve Withhold Withhold
All All Those Listed
Nominees Nominees On Back

To withhold authority for any individual
nominee, please write name on back
of form.

Stephen C. Eyre
Delayne D. Gold
Don G. Hoff
Harry A. Jacobs, Jr.
Lawrence C. McQuade
Sidney R. Knafel
Robert E. LaBlanc
Thomas A. Owens, Jr.
Richard A. Redeker
Clay T. Whitehead

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

For Against Abstain

2. Not Applicable to Shareholders of the 2 [X] [X] [X]
Global Assets Portfolio.

3. To approve an amended and restated Class A 3 [X] [X] [X]
Distribution and Service Plan for the
Global Assets Portfolio.

4. Not Applicable to Shareholders of the 4 [X] [X] [X]
Global Assets Portfolio.

5. Not Applicable to Shareholders of the 5 [X] [X] [X]
Global Assets Portfolio.

7. To ratify the selection by the Board of 7 [X] [X] [X]
Directors of Deloitte & Touche as independent
accountants for the fiscal year ending October
31, 1994.

8. To transact such other business as may properly 8 [X] [X] [X]
come before the Meeting or any adjournments
thereof.

Only shares of Common Stock of the Fund of record at the
close of business of [ ,] 1994 are entitled to
notice of and to vote at this Meeting or any
adjournment thereof.

IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

- ----------------------------------------------------------
Signature Date

- ----------------------------------------------------------
Signature (Joint Ownership)

<PAGE>

PLEASE MARK, SIGN,
DATE AND RETURN THE
PROXY CARD PROMPTLY
USING THE ENCLOSED
ENVELOPE.

YOUR PROXY WILL BE ELECTRONICALLY SCANNED.
CAREFULLY DETACH HERE AND RETURN BOTTOM PORTION ONLY

PROXY (Class B) This Proxy is solicited on behalf of the Board of Directors.

PRUDENTIAL SHORT-TERM GLOBAL INCOME FUND
GLOBAL ASSETS PORTFOLIO
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

The undersigned hereby appoints Susan C. Cote,
S. Jane Rose and Domenick Pugliese as Proxies,
each with the power of substitution, and hereby
authorizes each of them to represent and to vote,
as designated below, all the shares of Class B
Common Stock of Prudential Short-Term Global
Income Fund, Global Assets Portfolio held of
record by the undersigned on [ ,] 1994 at the
Special Meeting of Shareholders to be held on
[ ,] 1994, or any adjournment thereof.