PRUDENTIAL INSTITUTIONAL FUND
497, 1996-11-08
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                         PRUDENTIAL ACTIVE BALANCED FUND


                           PRUDENTIAL STOCK INDEX FUND

                       Statement of Additional Information
   
                             dated October 30, 1996
    
                             ---------------------

     Prudential Active Balanced Fund and Prudential Stock Index Fund (each a
Fund and collectively, the Funds) are each a series of Prudential Dryden Fund
(formerly The Prudential Institutional Fund) (the Company). The investment
objective of Prudential Active Balanced Fund is to seek to achieve total returns
approaching equity returns, while accepting less risk than an all-equity
portfolio, through an actively-managed portfolio of equity securities, fixed
income securities and money market instruments. Under normal market conditions,
Prudential Active Balanced Fund intends to invest at least 65% of its total
assets as follows: (i) 40-75% of the total assets of the Fund will be invested
in common stocks, preferred stocks and other equity-related securities; (ii)
25-60% of the total assets of the Fund will be invested in investment grade
fixed income securities; and (iii) 0-35% of the total assets of the Fund will be
invested in money market instruments. Within these parameters, at least 25% of
the Fund's total assets will be invested in fixed income senior securities.

   

The investment objective of Prudential Stock Index Fund is to seek to
provide investment results that correspond to the price and yield performance of
the Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index). The S&P
500 Index is an unmanaged, market-weighted index of 500 stocks selected by
Standard & Poor's Corporation (S&P) on the basis of their market size, liquidity
and industry group representation. Inclusion in the S&P 500 Index in no way
implies an opinion by S&P as to a stock's attractiveness as an investment. The
S&P 500 Index, composed of stocks representing more than 70% of the total market
value of all publicly traded U.S. common stocks, is widely regarded as
representative of the performance of the U.S. stock market as a whole. To
achieve its investment objective, the Fund will purchase equity securities that
as a group reflect the price and yield performance of the S&P 500 Index. The
Fund intends to purchase all 500 stocks included in the S&P 500 Index in
approximately the same proportions as they are represented in the S&P 500 Index.
Under normal market conditions, the Prudential Stock Index Fund intends that at
least 80% of the value of its total assets will be invested in securities
included in the S&P 500 Index. The Fund may invest the balance of its assets in:
(i) other equity-related securities; (ii) obligations issued or guaranteed by
the U.S. Government, its agencies and instrumentalities; (iii) put and call
options on securities and stock indices; and (iv) futures contracts on stock
indices and options thereon. There can be no assurance that either Fund's
investment objective will be achieved. See "Investment Objectives and Policies."

     The Company's address is Gateway Center Three, Newark, NJ 07102-4077, and
its telephone number is (800) 225-1852.

     This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus of Prudential Active Balanced Fund,
dated October 30, 1996 and the Prospectus of Prudential Stock Index Fund, dated
October 30, 1996, copies of which may be obtained from the Company upon request.

                                TABLE OF CONTENTS

                                                                           Page

                                                                           ----
General Information .....................................................  B-2
Investment Objectives and Policies ......................................  B-2
Investment Restrictions .................................................  B-13
Trustees and Officers ...................................................  B-15
Manager and Subadvisers .................................................  B-19
Distributor .............................................................  B-22
Portfolio Transactions and Brokerage ....................................  B-24
Purchase and Redemption of Fund Shares ..................................  B-25
Shareholder Investment Account ..........................................  B-28
Net Asset Value .........................................................  B-31
Taxes ...................................................................  B-32
Performance and Yield Information .......................................  B-35
Custodian, Transfer and Dividend Disbursing Agent and

 Independent Accountants ................................................  B-36
Financial Statements ....................................................  B-37
Appendix--Description of S&P Ratings, Moody's and Duff & Phelps Ratings .  A-1
Appendix I--Historical Performance Data .................................  I-1
Appendix II--General Investment Information .............................  II-1
Appendix III--Information Relating to The Prudential ....................  III-1

    


                                      B-1

<PAGE>
   
                               GENERAL INFORMATION

     The Company changed its name from The Prudential Institutional Fund to
Prudential Dryden Fund effective October 30, 1996. In addition, Active Balanced
Fund changed its name to Prudential Active Balanced Fund and Stock Index Fund
changed its name to Prudential Stock Index Fund at the same time.

                       INVESTMENT OBJECTIVES AND POLICIES

Investment Policies Applicable to Prudential Active Balanced Fund 

Forward Rolls and Dollar Rolls

     Forward roll and dollar roll transactions involve the risk that the market
value of the securities sold by Prudential Active Balanced Fund may decline
below the repurchase price of those securities. At the time the Fund enters into
a forward roll transaction, it will place in a segregated account with its
Custodian cash, U.S. Government securities, equity securities or other liquid,
unencumbered assets, marked to market daily, having a value equal to the
repurchase price (including accrued interest). Mortgage-Related Securities

     Mortgage-backed securities may be classified as private, governmental or
government related, depending on the issuer or guarantor. Private
mortgage-backed securities represent pass-through pools consisting principally
of conventional residential mortgage loans created by non-governmental issuers,
such as commercial banks, savings and loan associations and private mortgage
insurance companies. Governmental mortgage-backed securities are backed by the
full faith and credit of the United States. Government National Mortgage
Association (GNMA), the principal U.S. guarantor of such securities, is a wholly
owned corporate instrumentality of the United States within the Department of
Housing and Urban Development. Pass-through securities issued by the Federal
National Mortgage Association (FNMA) are guaranteed as to timely payment of
principal and interest by FNMA, which guarantee is not backed by the full faith
and credit of the U.S. Government. The Federal Home Loan Mortgage Corporation
(FHLMC) is a corporate instrumentality of the United States, the stock of which
is owned by the Federal Home Loan Banks. Participation certificates representing
interests in mortgages from FHLMC's national portfolio are guaranteed as to the
timely payment of interest and ultimate, but generally not timely collection of
principal by FHLMC. The obligations of the FHLMC under its guarantee are
obligations solely of FHLMC and are not backed by the full faith and credit of
the U.S.

Government.

     Prudential Active Balanced Fund expects that private and governmental
entities may create mortgage loan pools offering pass-through investments in
addition to those described above. The mortgages underlying these securities may
be alternative mortgage instruments, that is, mortgage instruments whose
principal or interest payments may vary or whose terms to maturity may be
shorter than previously customary. As new types of mortgage-backed securities
are developed and offered to investors, the Fund, consistent with its respective
investment objectives and policies, will consider making investments in those
new types of securities.

     The Fund may also invest in pass-through securities backed by adjustable
rate mortgages that have been issued by GNMA, FNMA and FHLMC or private issuers.
These securities bear interest at a rate that is adjusted monthly, quarterly or
annually. The prepayment experience of the mortgages underlying these securities
may vary from that for fixed rate mortgages.

     The average maturity of pass-through pools of mortgage-related securities
varies with the maturities of the underlying mortgage instruments. In addition,
a pool's stated maturity may be shortened by unscheduled payments on the
underlying mortgages. Factors affecting mortgage prepayments include the level
of interest rates, general economic and social conditions, the location of the
mortgaged property and age of the mortgage. Because prepayment rates of
individual pools vary widely, it is not possible to predict accurately the
average life of a particular pool. Common practice is to assume that prepayments
will result in an average life ranging from two to ten years for pools of fixed
rate 30-year mortgages. Pools of mortgages with other maturities or different
characteristics will have varying average life assumptions.

     Because prepayments of principal generally occur when interest rates are
declining, it is likely that the Fund will have to reinvest the proceeds of
prepayments at lower interest rates than those at which the assets were
previously invested. If this occurs, the Fund's yield will correspondingly
decline. Thus, mortgage-related securities may have less potential for capital
appreciation in periods of falling interest rates than other fixed income
securities of comparable maturity, although these securities may have a
comparable risk of decline in market value in periods of rising interest rates.
To the extent that the Fund purchases mortgage-related securities at a premium,
unscheduled prepayments, which are made at par, will result in a loss equal to
any unamortized premium.
    

                                      B-2
<PAGE>

   
     Government stripped mortgage-related interest-only (IOs) and principal only
(POs) securities are currently traded in an over-the-counter market maintained
by several large investment banking firms. There can be no assurance that the
Fund will be able to effect a trade of IOs or POs at a time when it wishes to do
so. The Fund will acquire IOs and POs only if, in the opinion of the Fund's
Subadviser, a secondary market for the securities exists at the time of
acquisition, or is subsequently expected. The Fund will treat IOs and POs that
are not U.S. Government securities as illiquid and will limit its investments in
these securities, together with other illiquid investments, in order not to hold
more than 15% of its net assets in illiquid securities. With respect to IOs and
POs that are issued by the U.S. Government, the Subadviser, subject to the
supervision of the Trustees, may determine that such securities are liquid, if
they determine the securities can be disposed of promptly in the ordinary course
of business at a value reasonably close to that used in the calculation of net
asset value per share.

     Investing in IOs and POs involves the risks normally associated with
investing in government and government agency mortgage-related securities. In
addition, the yields on IOs and POs are extremely sensitive to the prepayment
experience on the mortgage loans underlying the certificates collateralizing the
securities. If a decline in the level of prevailing interest rates results in a
rate of principal prepayments higher than anticipated, distributions of
principal will be accelerated, thereby reducing the yield to maturity on IOs and
increasing the yield to maturity on POs. Sufficiently high prepayment rates
could result in the Fund not fully recovering its initial investment in an IO.

     Mortgage-related securities may not be readily marketable. To the extent
any of these securities are not readily marketable in the judgment of the Fund's
Subadviser, the investment restriction limiting the Fund's investment in
illiquid instruments will apply. 

Collateralized Mortgage Obligations

     Prudential Active Balanced Fund also may invest in, among other things,
parallel pay Collateralized Mortgage Obligations (CMOs), and Planned
Amortization Class CMOs (PAC Bonds). Parallel pay CMOs are structured to provide
payments of principal on each payment date to more than one class. These
simultaneous payments are taken into account in calculating the stated maturity
date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds generally require payments of a
specified amount of principal on each payment date. PAC Bonds always are
parallel pay CMOs with the required principal payment on such securities having
the highest priority after interest has been paid to all classes.

     In reliance on Securities and Exchange Commission (SEC) rules and orders,
the Fund's investments in certain qualifying CMOs, including CMOs that have
elected to be treated as Real Estate Mortgage Investment Conduits (REMICs), are
not subject to the limitations of the Investment Company Act of 1940 (Investment
Company Act) on acquiring interests in other investment companies. In order to
be able to rely on the SEC's interpretation, the CMOs and REMICs must be
unmanaged, fixed-asset issuers that (i) invest primarily in mortgage-backed
securities, (ii) do not issue redeemable securities, (iii) operate under general
exemptive orders exempting them from all provisions of the Investment Company
Act, and (iv) are not registered or regulated under the Investment Company Act
as investment companies. To the extent that the Fund selects CMOs or REMICs that
do not meet the above requirements, the Fund may not invest more than 10% of its
assets in all such entities and may not acquire more than 3% of the voting
securities of any single such entity. 

Asset-Backed Securities

     The value of these securities may change because of changes in the market's
perception of the creditworthiness of the servicing agent for the pool, the
originator of the pool, or the financial institution providing credit support
enhancement for the pool. 

Custodial Receipts

     Prudential Active Balanced Fund may acquire custodial receipts or
certificates, such as CATS, TIGRs and FICOStrips, underwritten by securities
dealers or banks, that evidence ownership of future interest payments, principal
payments or both on certain notes or bonds issued by the U.S. Government, its
agencies or instrumentalities. The underwriters of these certificates or
receipts purchase a U.S. Government security and deposit the security in an
irrevocable trust or custodial account with a custodian bank, which then issues
receipts or certificates that evidence ownership of the periodic unmatured
coupon payments and the final principal payment on the U.S. Government security.
Custodial receipts evidencing specific coupon or principal payments have the
same general attributes as zero coupon U.S. Government securities.

     There are a number of risks associated with investments in custodial
receipts. Although typically under the terms of a custodial receipt, the Fund is
authorized to assert its rights directly against the issuer of the underlying
obligation, the 
    
                                      B-3
<PAGE>
   
Fund may be required to assert through the custodian bank such rights as may
exist against the underlying issuer. Thus, in the event the underlying issuer
fails to pay principal and/or interest when due, the Fund may be subject to
delays, expenses and risks that are greater than those that would have been
involved if the Fund had purchased a direct obligation of the issuer. In
addition, in the event that the trust or custodial account in which the
underlying security has been deposited is determined to be an association
taxable as a corporation, instead of a non-taxable entity, the yield on the
underlying security would be reduced in respect of any taxes paid. 

Liquidity Puts

     Prudential Active Balanced Fund may purchase instruments together with the
right to resell the instruments at an agreed-upon price or yield, within a
specified period prior to the maturity date of the instruments. This instrument
is commonly known as a "put bond" or a "tender option bond."

     Consistent with its investment objective, the Fund may purchase a put so
that it will be fully invested in securities while preserving the necessary
liquidity to purchase securities on a when-issued basis, to meet unusually large
redemptions and to purchase at a later date securities other than those subject
to the put. The Fund will generally exercise the puts or tender options on their
expiration date when the exercise price is higher than the current market price
for the related fixed income security. Puts or tender options may be exercised
prior to the expiration date in order to fund obligations to purchase other
securities or to meet redemption requests. These obligations may arise during
periods in which proceeds from sales of Fund shares and from recent sales of
portfolio securities are insufficient to meet such obligations or when the funds
available are otherwise allocated for investment. In addition, puts may be
exercised prior to the expiration date in the event the Subadviser for the Fund
revises its evaluation of the creditworthiness of the issuer of the underlying
security. In determining whether to exercise puts or tender options prior to
their expiration date and in selecting which puts or tender options to exercise
in such circumstances, the Fund's Subadviser considers, among other things, the
amount of cash available to the Fund, the expiration dates of the available puts
or tender options, any future commitments for securities purchases, the yield,
quality and maturity dates of the underlying securities, alternative investment
opportunities and the desirability of retaining the underlying securities in the
Fund.

     These instruments are not deemed to be "put options" for purposes of the
Fund's investment restriction.

Foreign Currency Forward Contracts, Options and Futures Transactions

     There is no limitation on the value of forward contracts into which
Prudential Active Balanced Fund may enter. However, the Fund's transactions in
forward contracts will be limited to hedging involving either specific
transactions or portfolio positions. Transaction hedging is the purchase or sale
of a forward contract with respect to specific receivables or payables of the
Fund generally arising in connection with the purchase or sale of its securities
and accruals of interest or dividends receivable and Fund expenses. Position
hedging is the sale of a foreign currency with respect to security positions
denominated or quoted in that currency. The Fund may not position hedge with
respect to a particular currency for an amount greater than the aggregate market
value (determined at the time of making any sale of a forward contract) of
securities, denominated or quoted in, or currently convertible into, such
currency. A forward contract generally has no deposit requirements, and no
commissions are charged for such trades.

     The Fund may enter into a forward contract to hedge against risk in the
following circumstances: (i) during the time period when the Fund contracts for
the purchase or sale of a security denominated in a foreign currency, or (ii)
when the Fund anticipates the receipt in a foreign currency of dividends or
interest payments on a security which it holds. By entering into a forward
contract for a fixed amount of dollars for the purchase or sale of the amount of
foreign currency involved in the underlying transaction, the Fund will be able
to protect itself against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar and the subject foreign currency during
the period between the date on which the security is purchased or sold, or on
which the dividend or interest payment is declared, and the date on which such
payments are made or received. Additionally, when the Fund's Subadviser believes
that the currency of a particular foreign country may suffer a substantial
decline against the U.S. dollar, the Fund may enter into a forward contract, for
a fixed amount of dollars, to sell the amount of foreign currency approximating
the value of some or all of the securities of the Fund denominated in such
foreign currency. Further, the Fund may enter into a forward contract in one
foreign currency, or basket of currencies, to hedge against the decline or
increase in value in another foreign currency. Use of a different currency or
basket of currencies magnifies the risk that movements in the price of the
forward contract will not correlate or will correlate unfavorably with the
foreign currency being hedged.

     Forward currency contracts (i) are traded in an interbank market conducted
directly between currency traders (typically commercial banks or other financial
institutions) and their customers, (ii) generally have no deposit 
    
                                      B-4
<PAGE>
   
requirements and (iii) are typically consummated without payment of any
commissions. Failure by the Fund's contra party to make or take delivery of the
underlying currency at the maturity of the forward contract would result in the
loss to the Fund of any expected benefit of the transaction.

     As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures, by selling or purchasing, respectively, an
instrument identical to the instrument purchased or sold. Secondary markets
generally do not exist for forward currency contracts, with the result that
closing transactions generally can be made for forward currency contracts only
by negotiating directly with the contra party. Thus, there can be no assurance
that the Fund will in fact be able to close out a forward currency contract at a
favorable price prior to maturity. In addition, in the event of insolvency of
the contra party, the Fund might be unable to close out a forward currency
contract at any time prior to maturity. In either event, the Fund would continue
to be subject to market risk with respect to the position, and would continue to
be required to maintain a position in the securities or currencies that are the
subject of the hedge or to maintain cash or securities in a segregated account.

     Prudential Active Balanced Fund may purchase and write put and call options
on foreign currencies traded on securities exchanges or boards of trade (foreign
and domestic) and OTC options for hedging purposes in a manner similar to that
in which forward foreign currency exchange contracts and futures contracts on
foreign currencies will be employed. Options on foreign currencies are similar
to options on securities, except that the Fund has the right to take or make
delivery of a specified amount of foreign currency, rather than securities.

     Generally, the OTC foreign currency options used by the Fund are
European-style options. This means that the option is only exercisable
immediately prior to its expiration. This is in contrast to American-style
options, which are exercisable at any time prior to the expiration date of the
option.

     If the Fund's Subadviser anticipates purchasing a foreign security and also
anticipates a rise in the value of such foreign currency (thereby increasing the
cost of such security), the Fund may purchase call options or write put options
on the foreign currency. The Fund could also enter into a long forward contract
or a long futures contract on such currency, or purchase a call option, or write
a put option, on a currency futures contract. The use of such instruments could
offset, at least partially, the effects of the adverse movements of the exchange
rates. 

Foreign Currency Strategies--Special Considerations

     Prudential Active Balanced Fund may use options on foreign currencies,
futures on foreign currencies, options on futures on foreign currencies and
forward currency contracts, to hedge against movements in the values of the
foreign currencies in which the Fund's securities are denominated. Such currency
hedges can protect against price movements in a security that the Fund owns or
intends to acquire that are attributable to changes in the value of the currency
in which it is denominated. Such hedges do not, however, protect against price
movements in the securities that are attributable to other causes.

     The Fund might seek to hedge against changes in the value of a particular
currency when no futures contract, forward contract or option involving that
currency is available or one of such contracts is more expensive than certain
other contracts. In such cases, the Fund may hedge against price movements in
that currency by entering into a contract on another currency or basket of
currencies, the values of which the Fund's Subadviser believes will have a
positive correlation to the value of the currency being hedged. The risk that
movements in the price of the contract will not correlate perfectly with
movements in the price of the currency being hedged is magnified when this
strategy is used.

     The value of futures contracts, options on futures contracts, forward
contracts and options on foreign currencies depends on the value of the
underlying currency relative to the U.S. dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially
larger amounts than those involved in the use of futures contracts, forward
contracts or options, the Fund could be disadvantaged by dealing in the odd lot
market (generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots.

     There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirements that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions where rates
might be less favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options or futures markets are
closed while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that cannot
be reflected in the markets for the futures contracts or options until they
reopen.
    
                                       B-5
<PAGE>

   
     Settlement of futures contracts, forward contracts and options involving
foreign currencies might be required to take place within the country issuing
the underlying currency. Thus, a Fund might be required to accept or make
delivery of the underlying foreign currency in accordance with any U.S. or
foreign regulations regarding the maintenance of foreign banking arrangements by
U.S. residents and might be required to pay any fees, taxes and charges
associated with such delivery assessed in the issuing country.

Covered Forward Currency Contracts, Futures Contracts and Options

     Transactions using forward currency contracts, futures contracts and
options (other than options that a Fund has purchased) expose the Fund to an
obligation to another party. Prudential Active Balanced Fund will not enter into
any such transactions unless it owns either (1) an offsetting ("covered")
position in securities, currencies, or other options, forward currency contracts
or futures contracts, or (2) liquid assets with a value sufficient at all times
to cover its potential obligations not covered as provided in (1) above.
Prudential Active Balanced Fund will comply with SEC guidelines regarding cover
for these instruments and, if the guidelines so require, set aside cash, U.S.
Government securities, equity securities or other liquid, unencumbered assets in
a segregated account with its Custodian in the prescribed amount.

     Assets used as cover or held in a segregated account cannot be sold while
the position in the corresponding forward currency contract, futures contract or
option is open, unless they are replaced with similar assets. As a result, the
commitment of a large portion of a Fund's assets to cover or segregated accounts
could impede portfolio management or the Fund's ability to meet redemption
requests or other current obligations. 

Investment Policies Applicable to Prudential Stock Index Fund

     If net cash outflows from Prudential Stock Index Fund are anticipated, the
Fund may sell stocks (in proportion to their weighting in the S&P 500 Index) in
amounts in excess of those needed to satisfy the cash outflows and hold the
balance of the proceeds in short-term investments if such a transaction appears,
taking into account transaction costs, to be more efficient than selling only
the amount of stocks needed to meet the cash requirements. The Fund will not
increase its holdings of cash in anticipation of any decline in the value of the
S&P 500 Index or of the stock markets generally. If the Stock Index Fund does
hold un-hedged short-term investments as a result of the patterns of cash flows
to and from the Fund, such holdings may cause its performance to differ from
that of the S&P 500 Index.

     THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY S&P. S&P MAKES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE SHAREHOLDERS OF THE FUND
OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN
SECURITIES GENERALLY OR IN THE FUND PARTICULARLY OR THE ABILITY OF THE S&P 500
INDEX TO TRACK GENERAL STOCK MARKET PERFORMANCE. S&P'S ONLY RELATIONSHIP TO
PRUDENTIAL MUTUAL FUND MANAGEMENT LLC (MANAGER) AND ITS AFFILIATES IS THE
LICENSING OF CERTAIN TRADEMARKS AND TRADE NAMES OF S&P AND OF THE S&P 500 INDEX
WHICH IS DETERMINED, COMPOSED AND CALCULATED BY S&P WITHOUT REGARD TO THE
MANAGER OR THE FUND. S&P HAS NO OBLIGATION TO TAKE THE NEEDS OF THE MANAGER OR
THE SHAREHOLDERS INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
S&P 500 INDEX. S&P IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE PRICES AND AMOUNT OF THE FUND OR THE TIMING OF THE ISSUANCE
OR SALE OF THE SHARES OF THE FUND. S&P HAS NO OBLIGATION OR LIABILITY IN
CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE FUND.

     S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED AS TO THE RESULTS TO BE OBTAINED BY MANAGER, SHAREHOLDERS, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. 

Investment Policies Applicable to Both Funds 
    
U.S. Government Securities

     Securities issued or guaranteed by the U.S. Government or one of its
agencies, authorities or instrumentalities in which the Funds may invest include
debt obligations of varying maturities issued by the U.S. Treasury or issued or

                                      B-6
<PAGE>

   
guaranteed by an agency or instrumentality of the U.S. Government, including the
Federal Housing Administration, Farmers Home Administration, Export-Import Bank
of the U.S., Small Business Administration, GNMA, General Services
Administration, Central Bank for Cooperatives, Federal Farm Credit Banks,
Federal Home Loan Banks, FHLMC, Federal Intermediate Credit Banks, Federal Land
Banks, FNMA, Maritime Administration, Tennessee Valley Authority, District of
Columbia Armory Board, Student Loan Marketing Association and Resolution Trust
Corporation. Direct obligations of the U.S. Treasury include a variety of
securities that differ in their interest rates, maturities and dates of
issuance. Because the U.S. Government is not obligated by law to provide support
to an instrumentality that it sponsors, a Fund will invest in obligations issued
by an instrumentality of the U.S. Government only if the Fund's investment
adviser determines that the instrumentality's credit risk does not render its
securities unsuitable for investment by the Fund. 
    
Convertible Securities, Warrants and Rights

     A convertible security is a bond, debenture, corporate note, preferred
stock or other similar security that may be converted into or exchanged for a
prescribed amount of common stock or other equity securities of the same or a
different issuer within a particular period of time at a specified price or
formula. A warrant or right entitles the holder to purchase equity securities at
a specific price for a specific period of time. Convertible securities are
senior to common stocks in a corporation's capital structure, but are usually
subordinated to similar nonconvertible securities. While providing a fixed
income stream (generally higher in yield than the income derivable from a common
stock but lower than that afforded by a similar nonconvertible security), a
convertible security also affords an investor the opportunity, through its
conversion feature, to participate in the capital appreciation dependent upon a
market price advance in the convertible security's underlying common stock.

     In general, the market value of a convertible security is at least the
higher of its "investment value" (i.e., its value as a fixed income security) or
its "conversion value" (i.e., its value upon conversion into its underlying
common stock). As a fixed income security, a convertible security tends to
increase in market value when interest rates decline and tends to decrease in
value when interest rates rise. However, the price of a convertible security is
also influenced by the market value of the security's underlying stock. The
price of a convertible security tends to increase as the market value of the
underlying stock rises, whereas it tends to decrease as the market value of the
underlying stock declines. While no securities investment is without some risk,
investments in convertible securities generally entail less risk than
investments in the common stock of the same issuer.
   
     In recent years, convertibles have been developed which combine higher or
lower current income with options and other features. The Funds may invest in
these types of convertible securities. 

Repurchase Agreements and Reverse Repurchase Agreements

     Prudential Active Balanced Fund may enter into in repurchase and reverse
repurchase agreements. Prudential Stock Index Fund may enter into repurchase
agreements. Each Fund may enter into such agreements with banks and securities
dealers which meet the creditworthiness standards established by the Company's
Trustees (Qualified Institutions). The investment adviser will monitor the
continued creditworthiness of Qualified Institutions, subject to the oversight
of the Company's Trustees. The resale price of the securities purchased reflects
the purchase price plus an agreed upon market rate of interest which is
unrelated to the coupon rate or date of maturity of the purchased security. The
Funds receive collateral equal to the resale price, which is marked-to-market
daily. These agreements permit each Fund to keep all its assets earning interest
while retaining "overnight" flexibility to pursue investments of a longer-term
nature.

     The use of repurchase agreements and reverse repurchase agreements involve
certain risks. For example, if the seller of securities under a repurchase
agreement defaults on its obligation to repurchase the underlying securities, as
a result of its bankruptcy or otherwise, a Fund will seek to dispose of such
securities, which action could involve costs or delays. If the seller becomes
insolvent and subject to liquidation or reorganization under applicable
bankruptcy or other laws, the Fund's ability to dispose of the underlying
securities may be restricted. Finally, it is possible that a Fund may not be
able to substantiate its interest in the underlying securities. To minimize this
risk, the securities underlying the agreement will be held by the Custodian at
all times in an amount at least equal to the repurchase price, including accrued
interest. If the counterparty fails to resell or repurchase the securities, a
Fund may suffer a loss to the extent proceeds from the sale of the underlying
collateral are less than the repurchase price. Reverse repurchase agreements
involve the risk that the market value of the securities retained in lieu of
sale by Prudential Active Balanced Fund may decline below the price of the
securities the Fund has sold but is obligated to repurchase.
    
                                      B-7
<PAGE>

   
  Fixed Income Securities

     In general, the ratings of Moody's Investors Service, Inc. (Moody's),
Standard & Poor's Ratings Group (S&P Ratings), Duff and Phelps, Inc. (Duff &
Phelps) and other nationally recognized statistical rating organizations
(NRSROs) represent the opinions of those organizations as to the quality of debt
obligations that they rate. These ratings are relative and subjective, are not
absolute standards of quality and do not evaluate the market risk of securities.
These ratings will be among the initial criteria used for the selection of
portfolio securities. Among the factors that the rating agencies consider are
the long-term ability of the issuer to pay principal and interest and general
economic trends.

     Subsequent to its purchase by a Fund, an issue of debt obligations may
cease to be rated or its rating may be reduced below the minimum required for
purchase by the Fund. Neither event will require the sale of the debt obligation
by the Fund, but the Fund's Subadviser will consider the event in its
determination of whether the Fund should continue to hold the obligation. In
addition, to the extent that the ratings change as a result of changes in rating
organizations or their rating systems or owing to a corporate restructuring of
Moody's, S&P Ratings, Duff & Phelps or another NRSRO, the Fund will attempt to
use comparable ratings as standards for its investments in accordance with its
investment objectives and policies. An Appendix to this Statement of Additional
Information contains further information concerning the ratings of Moody's, S&P
Ratings and Duff & Phelps and their significance.
    
     Prudential Active Balanced Fund may invest, to a limited extent, in medium,
lower-rated and unrated debt securities. Debt securities rated in the lowest
category of investment grade debt (i.e., Baa by Moody's) may have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade bonds.

     Non-investment grade fixed income securities are rated lower than Baa (or
the equivalent rating or, if not rated, determined by the relevant Subadviser to
be of comparable quality to securities so rated) and are commonly referred to as
high risk or high yield securities or "junk" bonds. High yield securities are
generally riskier than higher quality securities and are subject to more credit
risk, including risk of default, and the prices of such securities are more
volatile than higher quality securities. Such securities may also have less
liquidity than higher quality securities. Neither Fund is authorized to invest
in excess of 5% of its net assets in non-investment grade fixed income
securities.

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

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

When-Issued and Delayed Delivery Securities

     To secure prices deemed advantageous at a particular time, each Fund may
purchase securities on a when-issued or delayed delivery basis, in which case
delivery of the securities occurs beyond the normal settlement period; payment
for or delivery of the securities would be made at the same time or prior to the
reciprocal delivery or payment by the other 

                                      B-8
<PAGE>

party to the transaction. A Fund will enter into when-issued or delayed delivery
transactions for the purpose of acquiring securities and not for the purpose of
leverage. When-issued securities purchased by a Fund may include securities
purchased on a "when, as and if issued" basis under which the issuance of the
securities depends on the occurrence of a subsequent event, such as approval of
a merger, corporate reorganization or debt restructuring.
       

     Securities purchased on a when-issued or delayed delivery basis may expose
a Fund to risk because the securities may experience fluctuations in value prior
to their actual delivery. A Fund does not accrue income with respect to a
when-issued or delayed delivery security prior to its stated delivery date.
Purchasing securities on a when-issued or delayed delivery basis may involve the
additional risk that the yield available in the market when the delivery takes
place may be higher than that obtained in the transaction itself. 

       

Securities Lending

     A Fund will enter into securities lending transactions only with Qualified
Institutions. A Fund will comply with the following conditions whenever it lends
securities: (i) the Fund must receive at least 100% cash collateral or
equivalent securities from the borrower; (ii) the value of the loan is "marked
to market" on a daily basis; (iii) the Fund must be able to terminate the loan
at any time; (iv) the Fund must receive reasonable interest on the loan, as well
as any dividends, interest or other distributions on the loaned securities and
any increase in market value; (v) the Fund may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower except that, if a material event adversely
affecting the investment in the loaned securities occurs, the Fund must
terminate the loan and regain the right to vote the securities. A Fund may pay
reasonable finders', administrative and custodial fees in connection with a loan
of its securities. In these transactions, there are risks of delay in recovery
and in some cases even of loss of rights in the collateral should the borrower
of the securities fail financially. 

Borrowing

     Each Fund may borrow from time to time, at its Subadviser's discretion, to
take advantage of investment opportunities, when yields on available investments
exceed interest rates and other expenses of related borrowing, or when, in the
Subadviser's opinion, unusual market conditions otherwise make it advantageous
for the Fund to increase its investment capacity. A Fund will only borrow when
there is an expectation that it will benefit the Fund after taking into account
considerations such as interest income and possible losses upon liquidation.
Borrowing by a Fund creates an opportunity for increased net income but, at the
same time, creates risks, including the fact that leverage may exaggerate
changes in the net asset value of Fund shares and in the yield on the Fund. A
Fund may also borrow for temporary, extraordinary or emergency purposes and for
the clearance of transactions. 

Securities of Foreign Issuers

     The value of a Fund's foreign investments may be significantly affected by
changes in currency exchange rates. The dollar value of a foreign security
generally decreases when the value of the dollar rises against the foreign
currency in which the security is denominated and tends to increase when the
value of the dollar falls against such currency. In addition, the value of the
Fund's assets may be affected by losses and other expenses incurred in
converting between various currencies in order to purchase and sell foreign
securities and by currency restrictions and exchange control regulation.

     The economies of many of the countries in which a Fund may invest are not
as developed as the economy of the U.S. and may be subject to significantly
different forces. Political or social instability, expropriation or confiscatory
taxation, and limitations on the removal of funds or other assets, could also
adversely affect the value of investments.

     Foreign companies are generally not subject to the regulatory controls
imposed on U.S. issuers and, in general, there is less publicly available
information about foreign securities than is available about domestic
securities. Many foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by a Fund may be reduced by a withholding tax at the source
which would reduce dividend income payable to shareholders.

                                      B-9
<PAGE>

     Brokerage commission rates in foreign countries, which are generally fixed
rather than subject to negotiation as in the U.S. are likely to be higher. The
securities markets in many of the countries in which a Fund may invest will have
substantially less trading volume than the principal U.S. markets. As a result,
the securities of some companies in these countries may be less liquid and more
volatile than comparable U.S. securities. There is generally less government
regulation and supervision of foreign stock exchanges, brokers and issuers which
may make it difficult to enforce contractual obligations. 
       

Options on Securities and Securities Indices

     A number of risk factors are associated with options transactions. There is
no assurance that a liquid secondary market on an options exchange will exist
for any particular option, at any particular time. If a Fund is unable to effect
a closing purchase transaction with respect to covered options it has written, a
Fund will not be able to sell the underlying securities or dispose of assets
held in a segregated account until the options expire or are exercised.
Similarly, if a Fund is unable to effect a closing sale transaction with respect
to options it has purchased, it would have to exercise the options in order to
realize any profit and may incur transaction costs upon the purchase or sale of
underlying securities. The ability to terminate over-the-counter (OTC) option
positions is more limited than the ability to terminate exchange-traded option
positions because a Fund would have to negotiate directly with a contra party.
In addition, with OTC options, there is a risk that the contra party in such
transactions will not fulfill its obligations.

     A Fund pays brokerage commissions or spreads in connection with its options
transactions, as well as for purchases and sales of underlying securities. The
writing of options could result in significant increases in a Fund's turnover
rate. A Fund's transactions in options may be limited by the requirements of the
Internal Revenue Code of 1986, as defined (the Internal Revenue Code) for
qualification as a regulated investment company.

     The risks of investment in index options may be greater than options on
securities. Because index options are settled in cash, when a Fund writes a call
option on an index it cannot provide in advance for its potential settlement
obligations by acquiring and holding the underlying securities. A Fund can
offset some of the risk of writing a call index option position by holding a
diversified portfolio of securities similar to those on which the underlying
index is based. However, the Fund cannot, as a practical matter, acquire and
hold a portfolio containing exactly the same securities as underlie the index
and, as a result, bears a risk that the value of the securities held will vary
from the value of the index.

     Even if a Fund could assemble a securities portfolio that exactly
reproduced the composition of the underlying index, it still would not be fully
covered from a risk standpoint because of the "timing risk" inherent in writing
index options. When an index option is exercised, the amount of cash that the
holder is entitled to receive is determined by the difference between the
exercise price and the closing index level on the date when the option is
exercised. As with other kinds of options, the Fund as the call writer will not
know that it has been assigned until the next business day at the earliest. The
time lag between exercise and notice of assignment poses no risk for the writer
of a covered call on a specific underlying security, such as a common stock,
because there the writer's obligation is to deliver the underlying security, not
to pay its value as of a fixed time in the past. So long as the writer already
owns the underlying security, it can satisfy its settlement obligations by
simply delivering it, and the risk that its value may have declined since the
exercise date is borne by the exercising holder. In contrast, even if the writer
of an index call holds securities that exactly match the composition of the
underlying index, it will not be able to satisfy its assignment obligations by
delivering those securities against payment of the exercise price. Instead, it
will be required to pay cash in an amount based on the closing index value on
the exercise date; and by the time it learns that it has been assigned, the
index may have declined, with a corresponding decline in the value of its
securities portfolio. This "timing risk" is an inherent limitation on the
ability of index call writers to cover their risk exposure by holding securities
positions.

     If a Fund has purchased an index option and exercises it before the closing
index value for that day it available, it runs the risk that the level of the
underlying index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.

                                      B-10
<PAGE>

     A Fund will not purchase put options or call options if, after any such
purchase, the aggregate premiums paid for such options would exceed 20% of the
Fund's net assets. The aggregate value of the obligations underlying put options
will not exceed 25% of a Fund's net assets.

Futures Contracts and Options on Futures Contracts

     A futures contract on securities or currency is an agreement to buy and
sell securities or currency at a specified price at a designated date. Futures
contracts and options thereon may be entered into for hedging purposes and for
the other purposes described in each Fund's Prospectus. A Fund may enter into
futures contracts in order to hedge against changes in interest rates, stock
market prices or currency exchange rates.

     The purchase of futures or call options thereon can serve as a long hedge,
and the sale of futures or the purchase of put options thereon can serve as a
short hedge. Writing call options on futures contracts can serve as a limited
short hedge, and writing put options on futures contracts can serve as a limited
long hedge.

     No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract, a Fund is required to deposit "initial margin,"
consisting of cash or U.S. Government securities, in an amount generally equal
to 10% or less of the contract value. Margin must also be deposited when writing
a call or put option on a futures contract, in accordance with applicable
exchange rules. Unlike margin in securities transactions, initial margin does
not represent a borrowing, but rather is in the nature of a performance bond or
good-faith deposit that is returned to the Fund at the termination of the
transaction if all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, a Fund may be required by an
exchange to increase the level of its initial margin payment.

     Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking to market." Variation margin does not involve borrowing, but rather
represents a daily settlement of a Fund's obligations to or from a futures
broker. When a Fund purchases an option on a future, the premium paid plus
transaction costs are all that is at risk. In contrast, when a Fund purchases or
sells a futures contract or writes a call or put option thereon, it is subject
to daily variation margin calls that could be substantial in the event of
adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.

     Purchasers and sellers of futures contracts and options on futures can
enter into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
Each Fund intends to enter into futures and options on futures transactions only
on exchanges or boards of trade where there appears to be a liquid secondary
market. However, there can be no assurance that such a market will exist for a
particular contract at a particular time.

     Under certain circumstances, futures exchanges may establish daily limits
on the amount that the price of a future or option on a futures contract can
vary from the previous day's settlement price; once that limit is reached, no
trades may be made that day at a price beyond the limit. Daily price limits do
not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

     If a Fund were unable to liquidate a futures or option on a futures
contract position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The Fund would
continue to be subject to market risk with respect to the position. In addition,
except in the case of purchased options, the Fund would continue to be required
to make daily variation margin payments and might be required to maintain the
position being hedged by the future or option or to maintain cash or securities
in a segregated account.

     Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or options on futures contracts
might not correlate perfectly with movements in the prices of the investments
being 

                                      B-11
<PAGE>

hedged. For example, all participants in the futures and options on futures
contracts markets are subject to daily variation margin calls and might be
compelled to liquidate futures or options on futures contract positions whose
prices are moving unfavorably to avoid being subject to further calls. These
liquidations could increase price volatility of the instruments and distort the
normal price relationship between the futures or options and the investments
being hedged. Also, because initial margin deposit requirements in the futures
market are less onerous than margin requirements in the securities markets,
there might be increased participation by speculators in the futures markets.
This participation also might cause temporary price distortions. In addition,
activities of large traders in both the futures and securities markets involving
arbitrage, "program trading" and other investment strategies might result in
temporary price distortions. 
       

Illiquid Securities

     Prudential Active Balanced Fund and Prudential Stock Index Fund may each
hold up to 10% of their net assets in illiquid securities. Illiquid securities
include repurchase agreements which have a maturity of longer than seven days
and securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale. Historically, illiquid
securities have included securities subject to contractual or legal restrictions
on resale because they have not been registered under the Securities Act of
1933, as amended (Securities Act), securities which are otherwise not readily
marketable and repurchase agreements having a maturity of longer than seven
days. Securities which have not been registered under the Securities Act are
referred to as private placements or restricted securities and are purchased
directly from the issuer or in the secondary market. Mutual funds do not
typically hold a significant amount of these restricted or other illiquid
securities because of the potential for delays on resale and uncertainty in
valuation. Limitations on resale may have an adverse effect on the marketability
of portfolio securities and a mutual fund might be unable to dispose of
restricted or other illiquid securities promptly or at reasonable prices and
might thereby experience difficulty satisfying redemptions within seven days. A
mutual fund might also have to register such restricted securities in order to
dispose of them resulting in additional expense and delay. Adverse market
conditions could impede such a public offering of securities.

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

     Rule 144A of the Securities Act allows for a broader institutional trading
market for securities otherwise subject to restriction on resale to the general
public. Rule 144A establishes a "safe harbor" from the registration requirements
of the Securities Act for resales of certain securities to qualified
institutional buyers. The investment adviser anticipates that the market for
certain restricted securities such as institutional commercial paper will expand
further as a result of this new regulation and the development of automated
systems for the trading, clearance and settlement of unregistered securities of
domestic and foreign issuers, such as the PORTAL System sponsored by the
National Association of Securities Dealers (NASD).
    
     Restricted securities eligible for resale pursuant to Rule 144A and
commercial paper for which there is a readily available market will not be
deemed illiquid. The Subadvisers will monitor the liquidity of such restricted
securities, subject to the supervision of the Trustees. In reaching liquidity
decisions, Advisers will consider, among other things, the following factors:
(1) the frequency of trades and quotes for the security; (2) the number of
dealers wishing to purchase or sell the security and the number of other
potential purchasers; (3) dealer undertakings to make a market in the security
and (4) the nature of the security and the nature of the marketplace trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers and the mechanics of the transfer). In addition, in order for commercial
paper that is issued in reliance on Section 4(2) of the Securities Act to be
considered liquid, (i) it must be rated in one of 

                                      B-12
<PAGE>

the two highest rating categories by at least two NRSROs, or if only one NRSRO
rates the securities, by that NRSRO, or, if unrated, be of comparable quality in
the view of the investment adviser, and (ii) it must not be "traded flat" (i.e.,
without accrued interest) or in default as to principal or interest. Repurchase
agreements subject to demand are deemed to have a maturity equal to the notice
period.
   
     The staff of the SEC has taken the position that purchased OTC options and
the assets used as "cover" for written OTC options are illiquid securities
unless the Fund and the counterparty have provided for the Fund, at the Fund's
election, to unwind the OTC option. The exercise of such an option would
ordinarily involve the payment by the Fund of an amount designed to reflect the
counterparty's economic loss from an early termination, but does allow the Fund
to treat the securities used as "cover" as liquid. The Fund will also treat
non-U.S. Government IOs and POs as illiquid so long as the staff of the SEC
maintains its position that such securities are illiquid. 
    
Other Investment Techniques

     Each Fund may take advantage of opportunities in the area of options and
futures contracts and any other derivative instruments that are not presently
contemplated for use by such Fund or that are not currently available but that
may be developed, to the extent such opportunities are both consistent with its
investment objective and legally permissible for the Fund. Before entering into
such transactions or making any such investment, the Fund will provide
appropriate disclosure in its prospectus.

                             INVESTMENT RESTRICTIONS

     The investment restrictions listed below have been adopted by the Company
as fundamental policies of the Funds, except as otherwise indicated. Under the
Investment Company Act, a fundamental policy of a Fund may not be changed
without the vote of a majority of the outstanding voting securities of the Fund.
As defined in the Investment Company Act, a "majority of a Fund's outstanding
voting securities" means the lesser of (i) 67% of the shares represented at a
meeting at which more than 50% of the outstanding shares are present in person
or represented by proxy or (ii) more than 50% of the outstanding shares. For
purposes of the following limitations: (i) all percentage limitations apply
immediately after a purchase or initial investment; and (ii) any subsequent
change in any applicable percentage resulting from market fluctuations does not
require elimination of any asset from Fund.

     A Fund may not:

     1. Purchase any security if, as a result, with respect to 75% of the Fund's
total assets, more than 5% of the value of its total assets (determined at the
time of investment) would then be invested in the securities of any one issuer.

     2. Purchase a security if more than 10% of the outstanding voting
securities of any one issuer would be held by the Fund.

     3. Purchase a security if, as a result, 25% or more of the value of its
total assets (determined at the time of investment) would be invested in
securities of one or more issuers having their principal business activities in
the same industry. This restriction does not apply to obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities.

     4. Purchase or sell real estate or interests therein (including limited
partnership interests), although a Fund may purchase securities of issuers which
engage in real estate operations and securities which are secured by real estate
or interests therein.

     5. Purchase or sell commodities or commodity futures contracts, except that
a Fund may purchase and sell financial futures contracts and options thereon and
that forward contracts are not deemed to be commodities or commodity futures
contracts.

     6. Purchase oil, gas or other mineral leases, rights or royalty contracts
or exploration or development programs, except that a Fund may invest in the
securities of companies which operate, invest in or sponsor such programs.

                                      B-13
<PAGE>

     7. Issue senior securities, borrow money or pledge its assets, except that
each Fund may borrow from banks or through forward rolls, dollar rolls or
reverse repurchase agreements up to 20% of the value of its total assets to take
advantage of investment opportunities, for temporary, extraordinary or emergency
purposes, or for the clearance of transactions and may pledge up to 20% of the
value of its total assets to secure such borrowings. For purposes of this
restriction, the purchase or sale of securities on a "when-issued" or
delayed-delivery basis; the purchase and sale of options, financial futures
contracts and options thereon; the entry into repurchase agreements and
collateral and margin arrangements with respect to any of the foregoing, will
not be deemed to be a pledge of assets nor the issuance of senior securities.

     8. Make loans except by the purchase of fixed income securities in which a
Fund may invest consistently with its investment objective and policies or by
use of reverse repurchase and repurchase agreements, forward rolls, dollar rolls
and securities lending arrangements.

     9. Make short sales of securities.

     10. Purchase securities on margin, except for such short-term loans as are
necessary for the clearance of purchases of portfolio securities. (For the
purpose of this restriction, the deposit or payment by any Fund of initial or
maintenance margin in connection with financial futures contracts is not
considered the purchase of a security on margin.)

     11. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter under
certain federal securities laws. The Fund has no limit with respect to
investments in restricted securities.
   
     As long as required in order to comply with certain state "blue sky"
restrictions, the Funds will not as a matter of operating policy:
    
     1. Invest in oil, gas and mineral leases or development programs.

     2. Purchase a security if, as a result, more than 15% of its total assets
would be invested in securities which are restricted as to disposition. This
restriction shall not apply to mortgage-backed securities or obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities.
   
     3. Purchase or retain the securities of any issuer if any officer or
Trustee of the Company or the Company's Manager or any Subadviser owns more than
1/2 of 1% of the outstanding securities of such issuer, and such officers and/or
Trustees, who own more than 1/2 of 1% own in the aggregate more than 5% of the
outstanding securities of such issuer.
    
     4. Purchase warrants if, as a result, the Company would then have more than
5% of its assets (determined at the time of investment) invested in warrants.
Warrants will be valued at the lower of cost or market and investment in
warrants which are not listed on the New York Stock Exchange (NYSE) or American
Stock Exchange or a major foreign exchange will be limited to 2% of the
Company's total assets (determined at the time of investment). For purposes of
this limitation, warrants acquired in units or attached to securities are deemed
to be without value.

     5. Purchase securities of other investment companies except in compliance
with the Investment Company Act and applicable state law.

     6. Invest in companies for the purpose of exercising control or management
of any other issuer, except in connection with a merger, consolidation,
acquisition or reorganization.

     7. Invest more than 15% of its total assets in securities of unseasoned
issuers, including their predecessors, which have been in operation for less
than three years.

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

                                      B-14
<PAGE>

                              TRUSTEES AND OFFICERS

                          Position with         Principal Occupations
Name, Address and Age       Company            During Past Five Years
- ---------------------     -------------        ----------------------
   
Edward D. Beach (71)          Trustee  President and Director of BMC Fund,     
c/o Prudential Mutual                   Inc., a closed-end investment company;  
  Fund Management LLC                   prior thereto, Vice Chairman of Broyhill
Gateway Center Three                    Furniture Industries, Inc.; Certified   
Newark, NJ 07102-4077                   Public Accountant; Secretary and        
                                        Treasurer of Broyhill Family Foundation;
                                        Member of the Board of Trustees of Mars 
                                        Hill College; President, Treasurer and  
                                        Director of First Financial Fund, Inc.  
                                        and The High Yield Plus Fund, Inc.;     
                                        President and Director of Global Utility
                                        Fund, Inc.                              

Delayne Dedrick Gold (58)     Trustee   Marketing and Management Consultant.
c/o Prudential Mutual Fund
  Management LLC
Gateway Center Three
Newark, NJ 07102-4077


*Robert F. Gunia (49)         Trustee  Comptroller, Prudential Investments
Gateway Center Three                    (since May 1996); Senior Vice President 
Newark, NJ 07102-4077                   (since March 1987) of Prudential 
                                        Securities Incorporated (Prudential
                                        Securities); Director (since June 1987),
                                        Prudential Mutual Fund Services, Inc.
                                        (PMFS) formerly Chief Administrative
                                        Officer (July 1990-September 1996),
                                        Director (January 1989-September 1996),
                                        Executive Vice President,Treasurer and
                                        Chief Financial Officer (June
                                        1987-September 1996) of Prudential
                                        Mutual Fund Management, Inc. (PMF);Vice
                                        President and Director of The Asia
                                        Pacific Fund, Inc. (since May 1989) and
                                        Director of Nicholas Applegate Fund,
                                        Inc. (since February 1992).

                                       
Donald D. Lennox (77)         Trustee  Chairman (since February 1990) and
c/o Prudential Mutual Fund              Director (since April 1989) of 
Management LLC                          International Imaging Materials, Inc. 
Gateway Center Three                    (thermal transfer ribbon
Newark, NJ 07102-4077                   manufacturer); Retired Chairman, Chief
                                        Executive Officer and Director of 
                                        Schlegel Corporation (industrial
                                        manufacturing) (March 1987-February
                                        1989); Director of Gleason Corporation,
                                        Personal Sound Technologies, Inc. and
                                        The High Yield Income Fund, Inc.

Douglas H. McCorkindale (57)  Trustee  Vice Chairman, Gannett Co. Inc.
c/o Prudential Mutual Fund              (publishing and media) (since March 
Gateway Center Three                    1984); Director of Gannett Co. Inc., 
Newark, NJ 07102-4077                   Frontier Corporation and Continental  
                                        Airlines, Inc. 
    

                                      B-15
<PAGE>

                          Position with         Principal Occupations
Name, Address and Age       Company            During Past Five Years
- ---------------------     -------------        ----------------------
   
*Mendel A. Melzer (35)      Trustee    Chief Investment Officer (since October 
751 Broad St.                           1996) of Prudential Mutual Funds,       
Newark, NJ 07102                        formerly Chief Financial Officer of     
                                        Prudential Investments (November        
                                        1995-September 1996); formerly Senior   
                                        Vice President and Chief Financial      
                                        Officer of Prudential Preferred         
                                        Financial Services (April 1993-November 
                                        1995); Managing Director of Prudential  
                                        Investment Advisors (April 1991-April   
                                        1993); Senior Vice President of         
                                        Prudential Capital Corporation (July    
                                        1989-April 1991); Chairman and Director 
                                        of Prudential Series Fund, Inc.         
                                       

Thomas T. Mooney (54)       Trustee    President of the Greater Rochester Metro
c/o Prudential Mutual Fund              Chamber of Commerce; former Rochester   
  Management LLC                        City Manager; Trustee of Center for     
Gateway Center Three                    Governmental Research, Inc.; Director of
Newark, NJ 07107-4077                   Blue Cross of Rochester, Monroe County  
                                        Water Authority, Rochester Jobs, Inc.,  
                                        Executive Service Corps of Rochester,   
                                        Monroe County Industrial Development    
                                        Corporation, Northeast Midwest          
                                        Institute, The Business Council of New  
                                        York State, First Financial Fund, Inc.  
                                        
                                       
Stephen P. Munn (54)        Trustee    Chairman (since January 1994), Director 
c/o Prudential Mutual Fund              and President (since 1988) and Chief    
  Management LLC                        Executive Officer (1988-December 1993)  
Gateway Center Three                    of Carlisle Companies Incorporated      
Newark, NJ 07107-4077                   (manufacturer of industrial products).  

*Richard A. Redeker (53)   President   Employee of Prudential Investments;     
Gateway Center Three       and Trustee  formerly President, Chief Executive    
Newark, NJ 07107-4077                   Officer and Director (October          
                                        1993-September 1996), PMF, Executive   
                                        Vice President, Director and Member of 
                                        the Operating Committee (October       
                                        1993-Sep- tember 1996), PSI; formerly  
                                        Director (October 1993-September 1996) 
                                        of Prudential Securities Group, Inc.;  
                                        formerly Executive Vice President, The 
                                        Prudential Investment Corporation      
                                        (October 1993-September 1996); formerly
                                        Director (January 1994-September 1996),
                                        PMFS; previously Senior Executive Vice 
                                        President and Director of Kemper       
                                        Financial Services, Inc. (September    
                                        1978-September 1993); President and    
                                        Director of The High Yield Income Fund,
                                        Inc.**                                 
                                        
                                                       
Robin B. Smith (57)        Trustee     Chairman (since August 1996) and Chief  
c/o Prudential Mutual Fund              Executive Officer (since August 1996),  
  Management LLC                        former President (September 1981-August 
Gateway Center Three                    1996) of Publishers Clearing House;     
Newark, NJ 07107-4077                   Director of BellSouth Corporation, The  
                                        Omnicom Group, Inc., Texaco Inc., Spring
                                        Industries Inc., First Financial Fund,  
                                        Inc. and The High Yield Income Fund,    
                                        Inc.                                    
    
                                      B-16
<PAGE>


                          Position with         Principal Occupations
Name, Address and Age       Company            During Past Five Years
- ---------------------     -------------        ----------------------
   
Louis A Weil, III (55)      Trustee    President and Chief Executive Officer   
c/o Prudential Mutual Fund              (since January 1996) and Director (since
  Management LLC                        September 1991) of Central Newspapers, 
Gateway Center Three                    Inc.; Chairman of the Board (since      
Newark, NJ 07107-4077                   January 1996), Publisher and Chief      
                                        Executive Officer (August 1991-December 
                                        1995) of Phoenix Newspapers, Inc.;      
                                        formerly Publisher of Time Magazine (May
                                        1989-March 1991); formerly President,   
                                        Publisher & CEO of The Detroit News     
                                        (February 1986-August 1989); formerly   
                                        member of the Advisory Board, Chase     
                                        Manhattan Bank-Westchester.             
                                        
Clay T. Whitehead (57)      Trustee    President, National Exchange Inc. (new
c/o Prudential Mutual Fund              business development firm) (since May
  Management LLC                        1983).
Gateway Center Three      
Newark, NJ 07107-4077     

Eugene S. Stark (38)       Treasurer   First Vice President (January           
Gateway Center Three                    1990-September 1996) of PMF; First Vice
Newark, NJ 07102-4077                   President (since January 1992) of      
                                        Prudential Securities.                 
                                       
S. Jane Rose (50)          Secretary   Senior Vice President (January
Gateway Center Three                    1991-September 1996) and Senior Counsel
Newark, NJ 07107-4077                   (June 1987-September 1996) of PMF;
                                        Senior Vice President and Senior Counsel
                                        of Prudential Securities (since July
                                        1992); formerly Vice President and
                                        Associate General Counsel of Prudential
                                        Securities.

Marguerite E.H. 
 Morrison (40)             Assistant   Vice President and Associate General    
Gateway Center Three       Secretary    Counsel (June 1991-September 1996) of 
NJ 07107-4077                           PMF; Vice President and Associate 
                                        General Counsel of Prudential 
                                        Securities.                             

- ----------
 *   "Interested" Trustee, as defined in the Investment Company Act, by reason
     of his affiliation with Prudential or Prudential Securities (Interested
     Trustee)

**    Mr. Redeker has resigned as President and Chief Executive Officer and
      Director of PMF effective on or before October 31, 1996. Although he will
      no longer oversee the operations of PMF on a day-to-day basis, it is
      anticipated that Mr. Redeker will remain associated with PMF and
      Prudential.
    
                                      B-17

<PAGE>
   
         As of September 30, 1996, the Trustees and officers of the Company as a
  group owned beneficially less than 1% of the shares of beneficial interest of
  the Company. As of September 30, 1996, each of the following entities owned
  more than 5% of the outstanding voting securities of each of the portfolios
  indicated: Portfolio Shares 

<TABLE>
<CAPTION>
<S>                                <C>                                    <C>    
Prudential Active Balanced Fund    PAMCO VCA OA Account                   1,575,825 (13.3%)
                                   30 Scranton Office Park
                                   Moosic, PA 18507-1789

                                   Dobson Park Industries Inc. and          690,454 (5.8%)
                                   Affiliates Savings Plan and
                                   Dodson Park Industries Inc. and
                                    Affiliates Cash Balance
                                    Pension Plan
                                   Dobson Technologies, Inc.
                                   c/o IRD Mechanalysis
                                   6150 Huntley Road
                                   Columbus, OH 43229

                                   Rite Aid Employee Investment           1,082,703 (9.2%)
                                    Opportunity Plan
                                   Rite Aid Corporation
                                   30 Hunter Lane
                                   Camp Hill, PA 17011

                                   Thompson & Knight Savings Plan and     1,115,046  (9.4%)
                                   Thompson & Knight Retirement Plan
                                   300 First City Center
                                   1700 Pacific Ave.
                                   Dallas, TX 75201

  Prudential Stock Index Fund      PAMCO VCA OA Account                   1,619,698 (14.1%)
                                   30 Scranton Office Park
                                   Moosic, PA 18507-1789

                                   Prudential Employee Savings Plan       3,396,781 (29.6%)
                                   71 Hanover Road
                                   Florham Park, NJ 07932-1502

                                   Eden Brewery Thrift Savings Plan and     632,908 (5.5%)
                                   Fort Worth Brewery Thrift Savings Plan
                                   Miller Brewing Company
                                   3939 West Highland Blvd.
                                   Milwaukee, WI 53201-0482
</TABLE>

     The Prudential Insurance Company of America (Prudential) is a mutual life
insurance company incorporated in 1873 under the laws of the state of New
Jersey. The Prudential Employee Savings Plan is a defined contribution
retirement plan. The PAMCO VCA OA Account is a portion of The Prudential
Variable Contract Investment Fund, a separate account, established in 1962, of
Prudential.
    
     The interested Trustees serve without compensation. The following table
sets forth the aggregate compensation paid by the Company to the Trustees who
were not affiliated with the Manager for the fiscal year ended September 30,
1996and the aggregate compensation paid to such Trustees for service on the
Company's board and that of all otherfunds managed by Prudential Institutional
Fund Management, Inc. (Fund Complex) for the year ended December 31, 1995.


                                      B-18
<PAGE>

                               Compensation Table

<TABLE>
<CAPTION>
                                                                Pension or                           Total
                                                                Retirement                       Compensation
                                                             Benefits Accrued    Estimated       from Company
                                                Aggregate       As Part of        Annual           and Fund
                                              Compensation        Company      Benefits Upon     Complex Paid
  Name and Position                           From Company       Expenses       Retirement        to Trustees
  -----------------                           ------------       --------       ----------        -----------
<S>                                              <C>                <C>             <C>         <C>  
  Edward D. Beach--Trustee                           --             NONE             N/A        $183,500(22/43)**
  Delayne D. Gold--Trustee                           --             NONE             N/A         183,250(24/45)**
  Robert F. Gunia--Trustee+                          --             NONE             N/A             --
  Mark R. Fetting--Trustee+/++                       --             NONE             N/A             --
  David A. Finley--Trustee++                     $21,000            NONE             N/A          21,000(1/7)**
  William E. Fruhan, Jr.--Trustee++               21,000            NONE             N/A          21,000(1/7)**
  Donald D. Lennox--Trustee                          --             NONE             N/A          86,250(10/22)**
  Douglas H. McCorkingdale--Trustee                  --             NONE             N/A          63,750(7/10)**
  Mendel A. Melzer--Trustee+                         --             NONE             N/A              --
  Thomas T. Mooney--Trustee+                        --              NONE             N/A         125,625(14/19)**
  Stephen P. Munn--Trustee                           --             NONE             N/A          39,375(6/8)**
  August G. Olsen--Trustee*/++                    21,000            NONE             N/A          21,000(1/7)**
  Richard A. Redeker--Trustee+                       --             NONE             N/A              --
                             =
  Robin B. Smith-Trustee+++                         --              NONE             N/A          91,875(10/19)**
  Herbert G. Stolzer--Trustee*/++                 21,000            NONE             N/A          21,000(1/7)**
  III. Louis A. Weil--Trustee                        --             NONE             N/A          93,750(11/16)**
  Clay T. Whitehead--Trustee                         --             NONE             N/A          35,500(4/5)**
</TABLE>

- ----------
*    All of the compensation from the Company for the fiscal year ended
     September 30, 1996 represents deferredcompensation. Aggregate compensation
     from the Company and the Fund Complex for the fiscal year endedSeptember
     30, 1996, including accrued income and appreciation, amounted to
     approximately $24,000 for Mr. Olsen and approximately $24,500 for Mr.
     Stolzer.
**   Indicates number of Funds/portfolios in Fund Complex to which aggregate
     compensation relates.
   
+    Mark R. Fetting, Robert F. Gunia, Mendel A. Melzer and Richard A. Redeker,
     who are Interested Trustees, do not receive compensation from the Company
     or any fund in the Prudential Mutual Fund Family.
++   Indicates Trustee who did not stand for reelection.
+++  Aggregate compensation from the Fund Complex for the year ended December
     31, 1995, including accrued income and appreciation, amounted to
     approximately $100,700.

                             MANAGER AND SUBADVISERS

     The manager of the Company is Prudential Mutual Fund Management LLC (PMF or
the Manager), Gateway Center Three, Newark, New Jersey 07102-4077, PMF serves as
manager to all of the other investment companies that, together with the Funds,
comprise the Prudential Mutual Funds. See "How the Fund is Managed--Manager" in
the Prospectus of each Fund. As of September 30, 1996, PMF managed and/or
administered open-end and closed-end management investment companies with assets
of approximately $52 billion. According to the Investment Company Institute, as
of August 31, 1996, the Prudential Mutual Funds were the 17th largest family of
mutual funds in the United States.

     PMF is a subsidiary of Prudential Securities Incorporated (Prudential
Securities or PSI). PMF has three wholly owned subsidiaries: Prudential Mutual
Fund Distributors, Inc., Prudential Mutual Fund Services, Inc. (PMFS or the
Transfer Agent) and Prudential Mutual Fund Investment Management. PMFS serves as
the transfer agent for the Prudential Mutual Funds and, in addition, provides
customer service, recordkeeping and management and administration services to
qualified plans.
    
                                      B-19
<PAGE>
   
     Pursuant to the Management Agreement with the Company (the Management
Agreement), PMF, subject to the supervision of the Company's Board of Trustees
and in conformity with the stated policies of each Fund, manages both the
investment operations of each Fund and the composition of each Fund's portfolio,
including the purchase, retention, disposition and loan of securities and other
assets. In connection therewith, PMF is obligated to keep certain books and
records of the Company. PMF also administers the Company's corporate affairs
and, in connection therewith, furnishes the Company with office facilities,
together with those ordinary clerical and bookkeeping services which are not
being furnished by State Street Bank and Trust Company, the Funds' custodian
(the Custodian), and PMFS, the Funds' transfer and dividend disbursing agent.
The management services of PMF for the Funds are not exclusive under the terms
of the Management Agreement and PMF is free to, and does, render management
services to others.
    
     For its services, PMF receives, pursuant to the Management Agreement, a fee
at an annual rate of .65 of 1% of Prudential Active Balanced Fund's average
daily net assets and .30 of 1% of Prudential Stock Index Fund's average daily
net assets. The fee is computed daily and payable monthly. The Management
Agreement also provides that, in the event the expenses of a Fund (including the
fees of PMF, but excluding interest, taxes, brokerage commissions, distribution
fees and litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business) for any
fiscal year exceed the lowest applicable annual expense limitation established
and enforced pursuant to the statutes or regulations of any jurisdiction in
which the Fund's shares are qualified for offer and sale, the compensation due
to PMF will be reduced by the amount of such excess. Reductions in excess of the
total compensation payable to PMF will be paid by PMF to the Company. Currently,
the Company believes that the most restrictive expense limitation of state
securities commissions is 21 @2% of a Fund's average daily net assets up to $30
million, 2% of the next $70 million of such assets and 11 @2% of such assets in
excess of $100 million.

     In connection with its management of the business affairs of the Company,
the Manager bears the following expenses:

     (i) the salaries and expenses of all of its and the Company's personnel
except the fees and expenses of Trustees who are not affiliated persons of the
Manager or the Funds' Subadvisers;

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

     (iii) the costs and expenses or fees payable to The Prudential Investment
Corporation (PIC) and Jennison Associates Capital Corp. (Jennison)
(collectively, the Subadvisers) pursuant to the subadvisory agreements between
the Manager and the Advisers (collectively, the Advisory Agreements).

     Under the terms of the Management Agreement, the Company is responsible for
the payment of the following expenses: (i) the fees payable to the Manager, (ii)
the fees and expenses of Trustees who are not affiliated persons of the Manager
or the Funds' Subadvisers, (iii) the fees and certain expenses of the Custodian
and Transfer and Dividend Disbursing Agent, including the cost of providing
records to the Manager in connection with its obligation of maintaining required
records of the Company, pricing the Funds' shares and the cashiering function,
(iv) the charges and expenses of legal counsel and independent accountants for
the Company, (v) brokerage commissions and any issue or transfer taxes
chargeable to the Company in connection with its securities and futures
transactions, (vi) all taxes and corporate fees payable by the Company to
governmental agencies, (vii) the fees of any trade associations of which the
Company may be a member, (viii) the cost of stock certificates representing
shares of Funds of the Company, if any, (ix) the cost of fidelity and liability
insurance, (x) the fees and expenses involved in registering and maintaining
registration of the Company and of its shares with the SEC, registering the
Company and qualifying its shares under state securities laws, including the
preparation and printing of the Company's registration statements and
prospectuses for such purposes, (xi) licensing fees, if any, (xii) allocable
communications expenses with respect to investor services and all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
reports, proxy statements and prospectuses to shareholders in the amount
necessary for distribution to the shareholders and (xiii) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Company's business.

                                      B-20
<PAGE>
   
     The Management Agreement provides that PMF will not be liable for any error
of judgment or for any loss suffered by the Company in connection with the
matters to which the Management Agreement relates, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard of duty.
The Management Agreement provides that it will terminate automatically if
assigned and that it may be terminated without penalty by either party upon not
more than 60 days' nor less than 30 days' written notice. The Management
Agreement will continue in effect for a period of more than two years from the
date of execution only so long as such continuance is specifically approved at
least annually in conformity with the Investment Company Act. The Management
Agreement was last approved by the Trustees of the Company, including all of the
Trustees who are not parties to the contract or interested persons of any such
party as defined in the Investment Company Act, on May 17, 1996 and by the
shareholders of the Company on October 30, 1996. The Manager received, before
any reduction due to the subsidy by the Manager of certain expenses of each
Fund, the following management fees from each Fund, expressed both as a dollar
amount and as a percentage of each Fund's average daily net assets:
    
<TABLE>
<CAPTION>
                           Year ended              Year ended              Year ended
                       September 30, 1996      September 30, 1995      September 30, 1994
                       ------------------      ------------------      ------------------
 Fund                   Amount       Rate        Amount     Rate        Amount     Rate
 ----                   ------       ----        ------     ----        ------     ----
<S>                    <C>              <C>     <C>            <C>      <C>            <C> 
 Stock Index           $570,160         .40%    $286,843       .40%     $152,392       .40%
 Active Balanced        994,182         .70      733,748       .70       412,941       .70
</TABLE>

During the same period the Manager subsidized certain expenses of the Fund. See
"How the Fund is Managed--Fee Waivers and Subsidy" in the Prospectus.
   
     The Manager has entered into Advisory Agreements with the Subadvisers. The
Advisory Agreements provide that the Subadvisers furnish investment advisory
services in connection with the management of their respective Funds. For its
service as Subadviser, Jennison is paid at an annual rate of .30 of 1% of
Prudential Active Balanced Fund's average daily net assets up to and including
$300 million and .25 of 1% of the Fund's average daily net assets in excess of
$300 million. PIC is reimbursed by the Manager for the reasonable costs and
expenses incurred in furnishing its service. In connection therewith, the
Subadvisers are obligated to keep certain books and records of the respective
Funds to which they provide advisory services. The Manager continues to have
responsibility for all investment advisory services to all the Funds pursuant to
the Management Agreement and supervises the Subadvisers' performance of such
services.

     Jennison advises Prudential Active Balanced Fund. Founded in 1969 and
acquired by The Prudential in 1985, Jennison is known for its highly skilled
investment team that has worked together for many years. Dedicated to achieving
superior investment results for institutional investors, Jennison currently has
$31.3 billion in assets under management, including more than $15 billion in
investments managed with a "growth stock" orientation and $1.6 billion in
actively managed balanced assets. Jennison has a reputation for strong equity
research and stock selection abilities. Some of America's largest corporations
trust their investments to Jennison Associates. More than 40% of Jennison
Associates' clients are Fortune 500 companies. Many of these companies have
retained Jennison Associates' money management services for more than ten years,
some for more than 25 years as of September 30, 1996.

     Bradley Goldberg, a senior portfolio manager at Jennison Associates,
oversees the Prudential Active Balanced Fund. He has more than 25 years of
investment experience. Mr. Goldberg combines successful stock and bond investing
with an active asset allocation strategy to generate equity-like results with
less risk than a pure equity portfolio. When selecting stocks for the Fund, Mr.
Goldberg draws on the growth investing expertise of Jennison Associates and
modifies the style to identify undervalued companies with attractive earnings
growth prospects.
    
     PIC advises Prudential Stock Index Fund through Prudential Diversified
Investment Strategies (PDI). PDI is dedicated to equity index and balanced fund
investing for institutional clients. Founded in 1975, PDI is among the oldest
quantitatively-oriented balanced managers in the country. PDI currently manages
close to $21 billion in balanced and indexed assets.

     PIC also manages short-term assets and cash for Prudential Active Balanced
Fund and invests available cash balances for the Fund through a joint repurchase
agreement account. PIC is reimbursed by PMF for reasonable costs and expenses
incurred by it in furnishing such services.

                                      B-21
<PAGE>
   
     The Advisory Agreements were last approved by the Trustees, including a
majority of the Trustees who are not parties to the Agreements or interested
persons of any such party as defined in the Investment Company Act, on May 17,
1996, and by the shareholders of each Fund on October 30, 1996.

     Each Advisory Agreement provides that it will terminate in the event of its
assignment (as defined in the Investment Company Act) or upon the termination of
the Management Agreement. Each Advisory Agreement may be terminated by the
Company, the Manager or the relevant Subadviser upon not more than 60 days', nor
less than 30 days', written notice. Each Advisory Agreement provides that it
will continue in effect for a period of more than two years from its execution
only so long as such continuance is specifically approved at least annually in
accordance with the requirements of the Investment Company Act.
    
                                   DISTRIBUTOR

     Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, acts as the distributor of shares of
Prudential Stock Index Fund and the Class A, Class B, Class C and Class Z shares
of Prudential Active Balanced Fund.
   
     Pursuant to separate Distribution and Service Plans (the Class A Plan, the
Class B Plan and the Class C Plan, collectively, the Plans) adopted by the
Company under Rule 12b-1 under the Investment Company Act and a distribution
agreement (the Distribution Agreement), Prudential Securities (also the
Distributor) incurs the expenses of distributing Prudential Active Balanced
Fund's Class A, Class B and Class C shares. Prudential Securities serves as the
Distributor of shares of Prudential Stock Index Fund and the Class Z shares of
Prudential Active Balanced Fund and incurs the expenses of distributing the
shares under a Distribution Agreement with the Company, none of which are
reimbursed by or paid for by the Funds. See "How the Fund is
Managed--Distributor" in the Prospectus of each Fund.

     On May 17, 1996, the Board of Trustees, including a majority of the
Trustees who are not interested persons of the Company and who have no direct or
indirect financial interest in the operation of the Class A, Class B or Class C
Plan or in any agreement related to the Plans (the Rule 12b-1 Trustees), at a
meeting called for the purpose of voting on each Plan, approved the Plans with
respect to Prudential Active Balanced Fund and the Distribution Agreements for
both Funds. The Class A Plan provides that (i) .25 of 1% of the average daily
net assets of the Class A shares may be used to pay for personal service and the
maintenance of shareholder accounts (service fee) and (ii) total distribution
fees (including the service fee of .25 of 1%) may not exceed .30 of 1%. The
Class B and Class C Plans provide that (i) .25 of 1% of the average daily net
assets of the Class B and Class C shares, respectively, may be paid as a service
fee and (ii) .75 of 1% (not including the service fee) may be paid for
distribution-related expenses with respect to the Class B and Class C shares,
respectively (asset-based sales charge). The Plans were each approved by the
sole shareholder of the Class A, Class B and Class C shares of Prudential Active
Balanced Fund on October 30, 1996.

     The Class A, Class B and Class C Plans for Prudential Active Balanced Fund
will continue in effect from year to year, provided that each such continuance
is approved at least annually by a vote of the Board of Trustees, including a
majority vote of the Rule 12b-1 Trustees, cast in person at a meeting called for
the purpose of voting on such continuance. The Plans may each be terminated at
any time, without penalty, by the vote of a majority of the Rule 12b-1 Trustees
or by the vote of the holders of a majority of the outstanding shares of the
applicable class on not more than 60 days', nor less than 30 days' written
notice to any other party to the Plans. The Plans may not be amended to increase
materially the amounts to be spent for the services described therein without
approval by the shareholders of the applicable class, and all material
amendments are required to be approved by the Board of Trustees in the manner
described above. Each Plan will automatically terminate in the event of its
assignment. The Fund will not be obligated to pay expenses incurred under any
Plan if it is terminated or not continued.

     Pursuant to each Plan, the Board of Trustees will review at least quarterly
a written report of the distribution expenses incurred on behalf of each class
of shares of Prudential Active Balanced Fund by the Distributor. The report will
include an itemization of the distribution expenses and the purposes of such
expenditures. In addition, as long as the Plans remain in effect, the selection
and nomination of Rule 12b-1 Trustees shall be committed to the Rule 12b-1
Trustees.
    
     Pursuant to the Distribution Agreement, the Company has agreed to indemnify
Prudential Securities to the extent permitted by applicable law against certain
liabilities under the Securities Act.

                                      B-22
<PAGE>

     On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators in 51 jurisdictions and the NASD to resolve
allegations that PSI sold interests in more than 700 limited partnerships (and a
limited number of other types of securities) from January 1, 1980 through
December 31, 1990, in violation of securities laws to persons for whom such
securities were not suitable in light of the individuals' financial condition or
investment objectives. It was also alleged that the safety, potential returns
and liquidity of the investments had been misrepresented. The limited
partnerships principally involved real estate, oil and gas producing properties
and aircraft leasing ventures. The SEC Order (i) included findings that PSI's
conduct violated the federal securities laws and that an order issued by the SEC
in 1986 requiring PSI to adopt, implement and maintain certain supervisory
procedures had not been complied with; (ii) directed PSI to cease and desist
from violating the federal securities laws and imposed a $10 million civil
penalty; and (iii) required PSI to adopt certain remedial measures including the
establishment of a Compliance Committee of its Board of Directors. Pursuant to
the terms of the SEC settlement, PSI established a settlement fund in the amount
of $330,000,000 and procedures, overseen by a court approved Claims
Administrator, to resolve legitimate claims for compensatory damages by
purchasers of the partnership interests. PSI has agreed to provide additional
funds, if necessary, for that purpose. PSI's settlement with the state
securities regulators included an agreement to pay a penalty of $500,000 per
jurisdiction. PSI consented to a censure and to the payment of a $5,000,000 fine
in settling the NASD action. In settling the above referenced matters, PSI
neither admitted nor denied the allegations asserted against it.

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

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

     Pursuant to rules of the NASD, the Distributor is required to limit
aggregate initial sales charges, deferred sales charges and asset-based sales
charges to 6.25% of total gross sales of each class of shares of Prudential
Active Balanced Fund. In the case of Class B shares, interest charges equal to
the prime rate plus one percent per annum may be added to the 6.25% limitation.
Sales from the reinvestment of dividends and distributions are not required to
be included in the calculation of the 6.25% limitation. The annual asset-based
sales charge with respect to Class B and Class C shares of Prudential Active
Balanced Fund may not exceed .75 of 1%. The 6.25% limitation applies to the Fund
rather than on a per shareholder basis. If aggregate sales charges were to
exceed 6.25% of total gross sales of any class, all sales charges on shares of
that class would be suspended.

                                      B-23
<PAGE>
                      PORTFOLIO TRANSACTIONS AND BROKERAGE

Portfolio Turnover
   
     There are no limitations on the length of time that securities must be held
by the Funds and the Funds' annual portfolio turnover rate may vary
significantly from year to year. A portfolio turnover rate in excess of 100% may
exceed that of other investment companies with similar objectives. High
portfolio turnover (over 100%) may involve correspondingly greater brokerage
commissions and other transaction costs, which will be borne directly by the
Funds. In addition, high portfolio turnover may result in increased short-term
capital gains, which, when distributed to shareholders, are treated as ordinary
income. See "Taxes."

     Decisions to buy and sell assets for a Fund are made by the Fund's
Subadviser, subject to the overall review of the Manager and the Trustees.
Although investment decisions for the Funds are made independently from those of
the other accounts managed by a Subadviser, investments of the type that the
Funds may make also may be made for those other accounts. When a Fund and one or
more other accounts managed by a Subadviser are prepared to invest in, or desire
to dispose of, the same security, available investments or opportunities for
sales will be allocated in a manner believed by the Subadviser to be equitable
to each. In some cases, this procedure may adversely affect the price paid or
received by a Fund or the size of the position obtained or disposed of by a
Fund.

     Transactions on U.S. stock exchanges and some foreign stock exchanges
involve the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among different
brokers. On most foreign exchanges, commissions are generally fixed. No stated
commission is generally applicable to securities traded in U.S. OTC markets, but
the prices of those securities includes commissions or mark-ups. The cost of
securities purchased from underwriters includes an underwriting commission or
concession and the prices at which securities are purchased from and sold to
dealers include a dealer's mark-up or mark-down. U.S. Government securities
generally are purchased from underwriters or dealers, although certain
newly-issued U.S. Government securities may be purchased directly from the U.S.
Treasury or from the issuing agency or instrumentality.

     In selecting brokers or dealers to execute securities transactions on
behalf of a Fund, its Subadviser seeks the best overall terms available. The
Funds have no obligation to do business with any broker-dealer or group of
broker-dealers in executing transactions in securities. In placing orders, the
Subadvisers are subject to the Company's policy to seek the most favorable price
and efficient execution taking into account such factors as price (including the
applicable commission or dealer spread), size, type, and difficulty of the
transaction, and the firm's general execution and operating facilities. In
assessing the best overall terms available for any transaction, the Subadviser
will consider the factors that it deems relevant, including the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis. In
addition, the Subadvisers, subject to seeking best price and execution, are
authorized to cause a Fund to pay broker-dealers that furnish brokerage and
research services (as defined by Section 28(e) of the Securities Exchange Act of
1934, as amended (1934 Act), a higher commission than another broker-dealer that
does not furnish such brokerage and research services might charge. The
Subadvisers must regard such higher commissions as reasonable in relation to the
brokerage and research services provided, viewed in terms of each Subadviser's
responsibilities to the Fund or other accounts, if any, as to which it exercises
investment discretion. The fees under the Management Agreement and the Advisory
Agreements, respectively, are not reduced by reason of a Fund's Subadviser
receiving brokerage and research services. The Trustees of the Company will
periodically review the commissions paid by a Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits inuring to the Fund. OTC purchases and sales by a Fund are
transacted directly with principal market makers except in those cases in which
better prices and executions may be obtained elsewhere.

     To the extent consistent with applicable provisions of the Investment
Company Act and the rules and exemptions adopted by the SEC under the Investment
Company Act, the Trustees have determined that transactions for a Fund may be
executed through Prudential Securities and other affiliated broker-dealers if,
in the judgment of the Subadviser, the use of an affiliated broker-dealer is
likely to result in price and execution at least as favorable as those of other
qualified broker-dealers, and if, in the transaction, the affiliated
broker-dealer charges the Fund a fair and reasonable rate. Furthermore, the
Trustees of the Company, including a majority of the Trustees who are not
"interested" Trustees, have adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to PSI are
consistent with the foregoing standard. In accordance with Section 11(a) of the
1934 Act, Prudential Securities may not retain compensation for effecting
transactions on a national securities exchange for the Funds unless a Fund has
expressly authorized the retention of such compensation in a written contract
executed by the Fund and Prudential Securities. Section 11(a) provides that
Prudential Securities must furnish to the Funds at least annually a statement
setting forth the total amount of all compensation retained by Prudential
Securities from transactions 

    


                                      B-24
<PAGE>

   
effected for a Fund during the applicable period. Brokerage transactions with
PSI also are subject to such fiduciary standards as may be imposed by applicable
law.
    

     The Funds may use PSI and other affiliated broker-dealers as a futures
commission merchant in connection with entering into futures contracts and
options on futures contracts if, in the judgment of a Fund's Subadviser, the
affiliated broker-dealer charges the Fund a fair and reasonable rate. This
standard would allow PSI to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker in a commensurate arm's-length
transaction.

     The Company does not market its shares through intermediary brokers or
dealers; therefore, it is not the Company's practice to allocate brokerage or
principal business on the basis of sales of its shares which may be made through
such firms. However, the Subadvisers may place portfolio orders with qualified
broker-dealers who recommend the Company to clients, and may, when a number of
brokers and dealers can provide best price and execution on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.

   
     Transactions in options and futures by a Fund will be subject to
limitations established by each of the exchanges and boards of trade governing
the maximum position which may be written or held by a single investor or group
of investors acting in concert, regardless of whether the options and futures
are written or held on the same or different exchanges or are written or held in
one or more accounts or though one or more brokers. Thus, the number of options
and futures which a Fund may write or hold may be affected by options and
futures written or held by the Subadviser and other investment advisory clients
of the Subadviser. An exchange or board of trade may order the liquidation of
positions found to be in excess of these limits, and it may impose certain other
sanctions.
    

     The Funds will not purchase any security, including U.S. Government
securities, during the existence of any underwriting or selling group relating
thereto of which PSI is a member, except to the extent permitted by SEC rules.

   
     During the years ended September 30, 1996, 1995 and 1994, the Company paid
$0, $965 and $3,247, respectively, in brokerage commissions to Prudential
Securities.
    

                     PURCHASE AND REDEMPTION OF FUND SHARES

     Shares of Prudential Active Balanced Fund may be purchased at a price equal
to the next determined net asset value per share plus a sales charge which, at
the election of the investor, may be imposed either (i) at the time of purchase
(Class A shares) or (ii) on a deferred basis (Class B or Class C shares). Class
Z shares of Prudential Active Balanced Fund and shares of Prudential Stock Index
Fund are offered to a limited group of investors at net asset value without any
sales charges. See "Shareholder Guide--How to Buy Shares of the Fund" in the
Prospectus of each Fund.

     Each class represents an interest in the same assets of Prudential Active
Balanced Fund and is identical in all respects except that (i) each class is
subject to different sales charges and distribution and/or service expenses
(except for Class Z shares which are not subject to any sales charge or
distribution and/or service fees), which may affect performance, (ii) each class
has exclusive voting rights on any matter submitted to shareholders that relates
solely to its arrangements and has separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class, (iii) each class has a different exchange
privilege, (iv) only Class B shares have a conversion feature and (v) Class Z
shares are offered exclusively for sale to a limited group of investors. See
"Distributor" and "Shareholder Investment Account--Exchange Privilege." 

Specimen Price Make-up

   
     Using the net asset value of Prudential Stock Index Fund, at September 30,
1996, the maximum offering price of the Fund's shares is $16.06. For Prudential
Active Balanced Fund, under the current distribution arrangements between the
Company and the Distributor, Class A shares are sold with a maximum sales charge
of 5% and Class B*,
    

                                      B-25
<PAGE>

Class C* and Class Z** shares are sold at net asset value. Using the net asset
value of Prudential Active Balanced Fund at September 30, 1996, the maximum
offering price of the Fund's shares is as follows:

<TABLE>
<CAPTION>
                                                                           Prudential Active
                                                                             Balanced Fund
                                                                           -----------------
<S>                                                                             <C>    
  Class A**

  Net asset value and redemption price per Class A share                        $13.01 
  Maximum sales charge (5% of offering price)                                      .68
                                                                                ------

  Offering price to public                                                      $13.69
                                                                                ======

  Class B**

  Net asset value, redemption price and offering price per Class B share*       $13.01
                                                                                ======

  Class C**

  Net asset value, redemption price and offering price per Class C share*       $13.01
                                                                                ======

  Class Z

   
  Net asset value, redemption price and offering price per Class Z share        $13.01
                                                                                ======
    

</TABLE>


- ----------
*    Class B and Class C shares are subject to a contingent deferred sales
     charge on certain redemptions. See "Shareholder Guide--How to Sell Your
     Shares--Contingent Deferred Sales Charges" in the Prospectus of Prudential
     Active Balanced Fund.

   
**   Class A, Class B, and Class C shares of Prudential Active Balanced Fund
     were not offered on September 30, 1996.
    

Reduction and Waiver of Initial Sales Charges--Class A Shares

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

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

          (a) an individual;

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

          (c) the individual's and spouse's Individual Retirement Account (IRA);

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

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

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

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

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

     The Distributor must be notified at the time of purchase that the investor
is entitled to a reduced sales charge. The reduced sales charge will be granted
subject to confirmation of the investor's holdings. The Combined Purchase and
Cumulative Purchase Privilege does not apply to individual participants in
pension, profit-sharing or other employee benefit plans qualified under Section
401 of the Internal Revenue Code and deferred compensation and annuity plans
under Sections 457 and 403(b)(7) of the Internal Revenue Code.

     Rights of Accumulation. Reduced sales charges are also available through
Rights of Accumulation, under which an investor or an eligible group of related
investors, as described above under "Combined Purchase and Cumulative Purchase
Privilege," may aggregate the value of their existing holdings of shares of
Prudential Active Balanced Fund and shares of other Prudential Mutual Funds
(excluding money market funds other than those acquired pursuant to the

                                      B-26
<PAGE>

exchange privilege) to determine the reduced sales charge. The value of shares
held directly with the Transfer Agent and through Prudential Securities will not
be aggregated to determine the reduced sales charge. All shares must be held
either directly with the Transfer Agent or through Prudential Securities. The
value of existing holdings for purposes of determining the reduced sales charge
is calculated using the maximum offering or price (net asset value plus maximum
sales charge) as of the previous business day. See "How the Fund Values its
Shares" in the Prospectus of Prudential Active Balanced Fund. The Distributor
must be notified at the time of purchase that the investor is entitled to a
reduced sales charge. The reduced sales charges will be granted subject to
confirmation of the investor's holdings. Rights of Accumulation are not
available to individual participants in any retirement or group plans.

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

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

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

Waiver of the Contingent Deferred Sales Charge--Class B Shares

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

Category of Waiver                      Required Documentation
- ------------------                      ----------------------

Death                                     A copy of the shareholder's death
                                          certificate or, in the case of a
                                          trust, a copy of the grantor's death
                                          certificate, plus a copy of the trust
                                          agreement identifying the grantor.

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

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

                                      B-27
<PAGE>
                                          
Category of Waiver                      Required Documentation
- ------------------                      ----------------------
Distribution from Retirement Plan         A letter signed by the plan
                                          administrator/trustee indicating the
                                          reason for the distribution.

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

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

                         SHAREHOLDER INVESTMENT ACCOUNT

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

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

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

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

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

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

            Prudential California Municipal Fund
             (California Money Market Series)

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

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

            Prudential MoneyMart Assets, Inc. (Class A shares)

            Prudential Tax-Free Money Fund, Inc.

                                      B-28
<PAGE>

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

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

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

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

     Additional details about the Exchange Privilege and prospectuses for each
of the Prudential Mutual Funds are available from the Fund's Transfer Agent,
Prudential Securities or Prusec.

     The Exchange Privilege may be modified, terminated or suspended on 60 days'
notice, and any fund, including a Fund, or the Distributor, has the right to
reject any exchange application relating to such fund's shares. 

Dollar Cost Averaging

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

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

                                      B-29
<PAGE>

     The following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.(2)

<TABLE>
<CAPTION>
Period of Monthly Investments:           $100,000       $150,000      $200,000       $250,000
- -------------------------------          ---------      --------      ---------      --------
<C>                                        <C>            <C>           <C>            <C>   
25 Years .............................     $  110         $  165        $  220         $  275
20 Years .............................        176            264           352            440
15 Years .............................        296            444           592            740
10 Years .............................        555            833         1,110          1,388
 5 Years .............................      1,371          2,057         2,742          3,428
</TABLE>

- ----------
(1)  Source information concerning the costs of education at public and private
     universities is available from The College Board Annual Survey of Colleges,
     1993. Average costs for private institutions include tuition, fees, room
     and board for the 1993-1994 academic year.

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

     See "Automatic Savings Accumulation Plan."

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

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

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

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

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

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

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

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

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

                                      B-30
<PAGE>

Tax-Deferred Retirement Accounts

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

                           Tax-deferred compounding(1)

Contributions                             Personal
Made Over:                                 Savings            IRA
- -------------                             --------            ---
10 years ...............................   $ 26,165        $ 31,291
15 years ...............................     44,676          58,649
20 years ...............................     68,109          98,846
25 years ...............................     97,780         157,909
30 years ...............................    135,346         244,692

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

Mutual Fund Programs

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

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

                                 NET ASSET VALUE

     Portfolio securities of each Fund are generally valued as follows: (1)
Securities for which the primary market is on an exchange are valued at the last
sale price on such exchange on the day of valuation or, if there was no sale on
such day, at the average of readily available closing bid and asked prices on
such day; (2) Securities that are actively traded in the OTC market, including
listed securities for which the primary market is believed to be
over-the-counter, are valued at the average of the most recently quoted bid and
asked prices provided by a principal market maker; (3) Securities issued in
private placements are valued at the mean between the bid and asked prices
provided by primary market dealers or, if no primary dealers are able to provide
a market value, at fair value determined by a valuation committee of Trustees
(the Valuation Committee); (4) U.S. Government securities for which market
quotations are available are valued at a price provided by an independent
broker/dealer or pricing service; (5) Short-term debt securities, including
bonds, notes, debentures and other debt securities, and money market instruments
such as certificates of deposit, commercial paper, bankers' acceptances and
obligations of domestic and foreign banks, with remaining maturities of more
than 60 days for which reliable market quotations are readily available, are
valued at current market quotations as provided by an independent broker/dealer
or pricing service; (6) Short-term investments with remaining maturities of 60
days or less are valued at cost with interest accrued or discount amortized to
the date of maturity, unless the Trustees determine that such valuation does not
represent fair value; (7) Options on securities that are listed on an exchange
are valued at the last sales price at the close of trading on such exchange or,
if there was no sale on the applicable options exchange on such day, at the
average of the quoted bid and asked prices as of the close of such exchange; (8)
Futures contracts and options thereon traded on a commodities exchange or board
of trade are valued at the last sale price at the close of trading on such
exchange or board of trade or, if there was no sale on the applicable
commodities exchange or board of trade on

                                      B-31
<PAGE>

such day, at the average of quoted bid and asked prices as of the close of such
exchange or board of trade; (9) Quotations of foreign securities in a foreign
currency shall be converted to U.S. dollar equivalents at the current rate
obtained from a recognized bank or dealer; (10) Forward currency exchange
contracts are valued at the current cost of covering or offsetting such
contracts; (11) OTC options are valued at the mean between bid and asked prices
provided by a dealer, with additional prices obtained for comparison, monthly
and as indicated by monitoring of the underlying securities; (12) Securities for
which market quotations are not available, other than private placements, are
valued at a price supplied by a pricing agent approved by the Trustees; (13)
Securities for which reliable market quotations are not available or for which
the pricing agent or principal market maker does not provide a valuation or
provides a valuation that, in the judgment of the applicable Subadviser, does
not represent fair value, are valued by the Valuation Committee on the basis of
cost of the security, transactions in comparable securities, relationships among
various securities and other factors determined by the Subadviser to materially
affect the value of the security. The Company may engage pricing services to
obtain any prices.

     Portfolio securities traded on more than one U.S. national securities
exchange or foreign securities exchange are valued at the last sale price on the
business day as of which such value is being determined at the close of the
exchange representing the principal market for such securities. The value of all
assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at the current rate obtained from a recognized bank or
dealer. If such quotations are not available, the rate of exchange will be
determined in good faith by or under procedures established by the Trustees of
the Company.

   
     Trading in securities on European and Far Eastern securities exchanges and
OTC markets is normally completed well before the close of business on each
business day in New York (i.e., a day on which the NYSE is open for trading). In
addition, European or Far Eastern securities trading generally or in a
particular country or countries may not take place on all business days in New
York. Furthermore, trading takes place in Japanese markets on certain Saturdays
and in various foreign markets on days which are not business days in New York
and on which the Funds' net asset values are not calculated. Such calculation
does not take place contemporaneously with the determination of the prices of
the majority of the portfolio securities used in such calculation. Events
affecting the values of portfolio securities that occur between the time their
prices are determined and the close of the regular trading on the NYSE will not
be reflected in a Fund's calculation of net asset values unless, pursuant to
procedures adopted by the Trustees, the Subadviser deems that the particular
event would materially affect net asset value, in which case an adjustment will
be made.
    

     The proceeds received by each Fund for each issue or sale of its shares,
and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated
to such Fund and constitute the underlying assets of that Fund. The underlying
assets of each Fund will be segregated on the books of account, and will be
charged with the liabilities in respect to such Fund and with a share of the
general liabilities of the Company. Expenses with respect to any two or more
Funds are to be allocated in proportion to the net asset values of the
respective Funds except where allocations of direct expenses can otherwise be
fairly made.

                                      TAXES

     The following is a brief summary of some of the more important tax
considerations affecting the Company, the Funds and their shareholders. No
attempt is made to present a detailed explanation of all federal, state, local,
and foreign income tax considerations. Neither this discussion nor the tax
discussion in the Prospectus is intended to substitute for careful individual
tax planning. Accordingly, potential investors are urged to consult their own
tax advisers with specific reference to their own tax situation. 

Tax Consequences to the Funds

     As a separate entity for federal tax purposes, each Fund intends to
continue to qualify separately for tax treatment as a regulated investment
company (RIC) under subchapter M of the Internal Revenue Code. If so qualified,
each Fund will not be subject to federal income tax with respect to its net
investment income and net realized capital gains, if any, that are distributed
to its shareholders. In order to qualify for treatment as a RIC, each Fund will
have to meet income diversification, distribution, and certain other
requirements set forth in the Internal Revenue Code. If, in any year, a Fund
should fail to qualify under the Internal Revenue Code for tax treatment as a
RIC, the Fund would incur a regular federal corporate income tax on its taxable
income, if any, for that year.

     Income and Diversification Requirements. The income tests require each Fund
to derive (i) at least 90% of its gross income in each taxable year from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock, securities, or foreign currencies, or
other income (including gains from options, futures, or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies 

                                      B-32
<PAGE>

(Income Requirement) and (ii) less than 30% of its gross income in each taxable
year from the sale or other disposition of (A) stock or securities held for less
than three months, (B) options, futures, or forward contracts (other than those
on foreign currencies) held for less than three months, and (C) foreign
currencies (or options, futures, or forward contracts on foreign currencies)
held for less than three months but only if such currencies (or options,
futures, or forward contracts) are not directly related to the Fund's principal
business of investing in stock or securities (or options or futures with respect
to stock or securities) ("Short-Short Limitation"). Each Fund also must
diversify its holdings so that, at the end of each quarter of its taxable year,
(i) at least 50% of the value of the Fund's total assets is represented by cash
and cash items, U.S. Government securities, securities of other RICs, and other
securities, with such other securities limited, in respect of any one issuer, to
an amount not greater in value than 5% of the Fund's total assets and not more
than 10% of the outstanding voting securities, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities or the securities of other RICs).

     Distribution Requirement. Each Fund must distribute (or be deemed to have
distributed) 90% or more of its investment company taxable income (generally
consisting of net investment income, net short-term capital gain, and net gains
from certain foreign currency transactions) for each taxable year. Each Fund
also must meet certain other distribution requirements to avoid a 4%
nondeductible excise tax (these requirements are collectively referred to below
as the "RIC distribution requirements").

     Zero Coupon Securities and Original Issue Discount. The Funds may invest in
zero coupon securities and other securities issued with original issue discount.
Such securities generate current income subject to the distribution requirements
without providing cash available for distribution. The Funds do not anticipate
that such investments will adversely affect their ability to meet the RIC
distribution requirements.

   
     Foreign Investments. If a Fund purchases shares in certain foreign
corporations called "passive foreign investment companies" (PFICs), the Fund may
be subject to U.S. federal income tax on a portion of any "excess distribution"
or gain from the disposition of such shares even if such income is distributed
as a dividend by the Fund to its shareholders. Because a credit for this tax
could not be passed through to shareholders, the tax effectively would reduce
the Fund's economic return from its PFIC investment. Additional charges in the
nature of interest may be imposed on a PFIC investor in respect of deferred
taxes arising from such distributions or gains. If a Fund were to invest in a
PFIC and elected to treat the PFIC as a "qualified electing fund" under the
Internal Revenue Code, then in lieu of the foregoing tax and interest, the Fund
might be required to include in income each year a portion of the ordinary
earnings and net capital gains of the qualified electing fund, even if not
distributed to the Fund, and such amounts would be subject to the RIC
distribution requirements. Management of the Company will consider these
potential tax consequences in evaluating whether to invest in a PFIC.
    

     Net investment income or capital gains earned by a Fund's investments in
foreign securities may be subject to foreign income taxes withheld at the
source. The United States has entered into tax treaties with many foreign
countries that entitle the Funds to a reduced rate of tax or exemption from tax
on this related income and gains. It is impossible to determine the effective
rate of foreign tax in advance since the amount and the countries in which the
Fund's assets will be invested are not known. The Fund intends to operate so as
to qualify for treaty-reduced rates of tax where applicable.

     Currency Fluctuations--Section 988 Gains and Losses. Gains or losses
attributable to fluctuations in exchange rates between the time Prudential
Active Balanced Fund accrues dividends, interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities, generally will
be treated as ordinary income or loss. Similarly, gains or losses on the
disposition of foreign currencies or debt securities held by the Fund
denominated in a foreign currency, if any, to the extent attributable to
fluctuations in exchange rates between the acquisition and disposition dates,
generally will also be treated as ordinary income or loss. These gains and
losses are referred to under the Internal Revenue Code as "Section 988" gains
and losses.

     Furthermore, foreign currency gains and losses attributable to certain
forward contracts, futures contracts that are not "regulated futures contracts,"
equity options and unlisted non-equity options also will be treated as Section
988 gains and losses. (In certain circumstances, however, the Company may elect
capital gain or loss treatment for such transactions.) Section 988 gains and
losses will increase or decrease the amount of the Company's investment company
taxable income available for distribution. The Company does not anticipate that
any Section 988 gains and losses the Fund may realize will adversely affect the
ability of the Fund to qualify as a RIC under the Internal Revenue Code.

     Option and Futures Transactions. The use of hedging strategies, such as
writing (selling) and purchasing options and futures contracts and entering into
forward contracts, involves complex rules that will determine for income tax

                                      B-33
<PAGE>

purposes the character and timing of recognition of the gains and losses each
Fund realizes in connection therewith. Income from foreign currencies (except
certain gains therefrom that may be excluded by future regulations), and income
from transactions in options, futures, and forward contracts derived by a Fund
with respect to its business of investing in stock, securities, or foreign
currencies, will qualify as permissible income under the Income Requirement.
However, income from the disposition of options and futures contracts (other
than those on foreign currencies) will be subject to the Short-Short Limitation
if they are held for less than three months. Income from the disposition of
foreign currencies, and options, futures, and forward contracts thereon, that
are not directly related to the Fund's principal business of investing in stock
or securities (or options and futures with respect thereto) also will be subject
to the Short-Short Limitation if they are held for less than three months.

     If a Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. Each
Fund will consider whether it should seek to qualify for this treatment for its
hedging transactions. To the extent a Fund does not so qualify, it may be forced
to defer the closing out of certain options, futures, and forward contracts
beyond the time when it otherwise would be advantageous to do so, in order for
the Fund to qualify as a RIC.

     Under Section 1256 of the Internal Revenue Code, gain or loss on certain
options, futures contracts, options on futures contracts (Section 1256
contracts), other than Section 1256 contracts that are part of a "mixed
straddle" with respect to which a Fund has made an election not to have the
following rules apply, will be treated as 60% long-term and 40% short-term
capital gain or loss (blended gain or loss). In addition, Section 1256 contracts
held by a Fund at the end of each taxable year will be required to be treated as
sold at fair market value on the last day of such taxable year for federal
income tax purposes and the resulting gain or loss will be treated as blended
gain or loss and will affect the amount of distributions required to be made by
a Fund in order to satisfy the RIC distribution requirements.

     Offsetting positions held by a Fund involving certain futures and options
transactions may be considered to constitute "straddles" which are subject to
special rules under the Internal Revenue Code. Under these rules, depending on
different elections which may be made by the Company, the amount, timing and
character of gain and loss realized by the Company and its shareholders may be
affected. 

Tax Consequences to Shareholders

     Ordinarily, distributions of a RIC's investment company taxable income
would be taxable to shareholders as ordinary income to the extent of the
earnings and profits of the RIC. To the extent that a distribution exceeds the
RIC's earnings and profits, it would be treated as a nontaxable return of
capital to the extent of the shareholder's tax basis in the shares of the RIC.
Distributions of net capital gain ordinarily would be taxable as long-term
capital gains. The rules discussed in this paragraph generally would apply
regardless of the length of time a shareholder holds the shares of the RIC.

     The Company's present intention is to offer shares of the Funds primarily
to qualified retirement plans and other tax-exempt investors to whom the
foregoing rules do not apply. The Funds intend to satisfy the RIC distribution
requirements by distributions in the form of additional shares to its
shareholders. However, shareholders may redeem their shares, including shares
received as dividends or distributions, at any time for cash. Distributions are
generally not taxable to the participants in the shareholder plans.
Distributions from a qualified retirement plan to a participant or beneficiary
are subject to special rules. Because the effect of these rules varies greatly
with individual situations, potential investors are urged to consult their own
tax advisers.

     Tax Consequences to Non-Exempt Shareholders. Dividends and other
distributions declared by a Fund in October, November or December of any year
and payable to shareholders of record on a date in any of those months are
deemed to have been paid by the Fund and received by the shareholders on
December 31 of that year if the distributions are paid by the Fund during the
following January. Accordingly, those distributions will be taxed to
shareholders that are not tax-exempt entities for the year in which that
December 31 falls.

     If shares of a Fund are sold at a loss after being held for six months or
less, the loss will be treated as long-term, instead of short-term, capital loss
to the extent of any capital gain distributions received on those shares.
Non-exempt investors also should be aware that if shares are purchased shortly
before the record date for a dividend or other distribution, the purchaser will
receive some portion of the purchase price back as a taxable distribution.

                                      B-34
<PAGE>

                        PERFORMANCE AND YIELD INFORMATION

     From time to time, the Company may quote a Fund's yield or total return in
advertisements or in advertisements, sales literature, reports and other
communications to shareholders.

Average Annual Total Return

     A Fund's "average annual total return" is computed according to a formula
prescribed by the SEC, expressed as follows:

                                 P(1+T)^n = ERV

  Where:   P  = a hypothetical initial payment of $1,000.
           T  = average annual total return.
           n  = number of years.
           ERV = Ending Redeemable Value (ERV) at the end of a 1-, 5- or 10-year
                 period (or fractional portion thereof) of a hypothetical $1,000
                 investment made at the beginning of a 1-, 5- or 10-year period
                 assuming reinvestment of all dividends and distributions and 
                 the effect of the maximum annual fee for participation in the 
                 Company.

   
     The ERV assumes complete redemption of the hypothetical investment at the
end of the measuring period. A Fund's net investment income changes in response
to fluctuations in interest rates and the expenses of the Fund. The Average
Annual Total Return for the year ended September 30, 1996 and for the period
from commencement of each Fund's operations (November 5, 1992 for Prudential
Stock Index Fund, and January 4, 1993 for Prudential Active Balanced Fund)
through March 31, 1996 was: Prudential Active Balanced, 17.4% and 10.6%,
respectively; Prudential Stock Index, 31.3% and 16.1%, respectively. These
amounts are computed by assuming a hypothetical initial payment of $1,000. It
was then assumed that all of the dividends and distributions paid by the Fund
over the relevant time period were reinvested. It was then assumed that at the
end of the time period, the entire amount was redeemed. Aggregate Total Return
    

     A Fund's aggregate total return represents the cumulative change in the
value of an investment in the Fund for the specified period and is computed by
the following formula:

                                     ERV - P
                                     -------
                                        P

  Where:   P  = a hypothetical initial payment of $1,000.
           ERV =  Ending Redeemable Value (ERV) at the end of a 1-, 5- or
                  10-year period (or fractional portion thereof) of a
                  hypothetical $1,000 investment made at the beginning of a 1-,
                  5- or 10-year period assuming reinvestment of all dividends
                  and distributions and the effect of the maximum annual fee for
                  participation in the Company.

     The ERV assumes complete redemption of the hypothetical investment at the
end of the measuring period.

     A Fund's net investment income changes in response to fluctuations in
interest rates and the expenses of the Fund. Consequently, the given performance
quotations should not be considered as representative of the Fund's performance
for any specified period in the future.

                                      B-35

<PAGE>

   
     A Fund's performance will vary from time to time depending upon market
conditions, the composition of its portfolio and its operating expenses.
Consequently, any given performance quotation should not be considered
representative of a Fund's performance for any specified period in the future.
In addition, because performance will fluctuate, it may not provide a basis for
comparing an investment in the Fund with certain bank deposits or other
investments that pay a fixed yield for a stated period of time. Investors
comparing a Fund's performance with that of other mutual funds should give
consideration to the quality and maturity of the respective investment
companies' portfolio securities. The aggregate total return for the period from
commencement of each Fund's operations through March 31, 1996 was: Prudential
Active Balanced, 38.6 % and Prudential Stock Index, 66.0%.
    

     From time to time, the performance of a Fund may be measured against
various indices. Set forth below is a chart which compares the performance of
different types of investments over the long term and the rate of inflation.(1)

  [The following table was represented as a bar graph in the printed material]

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

  CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT AND INDEPENDENT ACCOUNTANTS

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

   
     Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New
Jersey 08837 serves as the Transfer and Dividend Disbursing Agent of each Fund.
PMFS is a wholly owned subsidiary of PMF. PMFS provides customary transfer
agency services to the Company, including the handling of shareholder
communications, the processing of shareholder transactions, the maintenance of
shareholder account records, payment of dividends and distributions and related
functions. For these services, PMFS receives an annual fee per shareholder
account of $9.50, a new account set-up fee for each manually established account
of $2.00 and a monthly inactive zero balance account fee per shareholder account
of $0.20. PMFS is also reimbursed for its out-of-pocket expenses, including, but
not limited to, postage, stationery, printing allocable communications expenses
and other costs.
    

     Deloitte & Touche LLP, Two World Financial Center, New York, New York
10281, serves as the Company's independent accountants, and in that capacity
audits the annual reports of each Fund. Only two of the Funds included in the
financial statements, Prudential Active Balanced Fund and Prudential Stock Index
Fund, currently exist.

                                      B-36

<PAGE>
                THE PRUDENTIAL            GROWTH STOCK FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS
            Common Stocks--98.7%
            Aerospace/Defense--2.4%
  78,200    Boeing Co..........................  $ 5,337,150
                                                 -----------
            Airlines--1.9%
  56,900    AMR Corp.(a).......................    4,103,913
                                                 -----------
            Beverages--3.0%
  49,500    Coca-Cola Co.......................    3,415,500
  61,000    PepsiCo Inc........................    3,111,000
                                                 -----------
                                                   6,526,500
                                                 -----------
            Commercial Services--1.4%
  90,850    CUC International, Inc.(a).........    3,168,394
                                                 -----------
            Computer Software & Services--14.3%
  55,400    America Online Inc.................    3,808,750
  78,300    AutoDesk, Inc......................    3,425,625
  85,300    Cisco Systems, Inc.(a).............    5,885,700
            Computer Associates International,
  72,150      Inc..............................    3,048,337
  36,400    Macromedia Inc.....................    2,079,350
  52,900    Microsoft Corp.(a).................    4,787,450
  64,600    SAP AG (ADR) (Germany).............    3,544,925
  62,300    Silicon Graphics Inc.(a)...........    2,141,563
  87,400    Symbol Technologies, Inc.(a).......    2,895,125
                                                 -----------
                                                  31,616,825
                                                 -----------
            Cosmetics & Soaps--1.7%
  79,300    Gillette Co........................    3,776,663
                                                 -----------
            Drugs & Medical Supplies--7.4%
 109,000    Astra AB Class A (Sweden)..........    3,904,135
  44,900    Lilly (Eli) & Co...................    4,035,388
  62,900    Merck & Co., Inc...................    3,522,400

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
            Smith Kline Beecham PLC (ADR)
  94,300      (United Kingdom).................  $ 4,773,937
                                                 -----------
                                                  16,235,860
                                                 -----------
            Electronics--11.1%
 104,400    Hewlett-Packard Co.................    8,704,350
 131,500    Intel Corp.........................    7,906,437
 102,000    Motorola, Inc......................    7,790,250
                                                 -----------
                                                  24,401,037
                                                 -----------
            Financial Services--7.3%
  43,900    Federal National Mortgage Assn.....    4,543,650
  35,900    First Financial Mgmt. Corp.........    3,504,737
  27,200    Morgan Stanley Group, Inc..........    2,614,600
  61,500    Mutual Risk Management, Ltd........    2,429,250
  61,800    The PMI Group Inc..................    2,927,775
                                                 -----------
                                                  16,020,012
                                                 -----------
            Health Care Services--0.6%
  53,800    Value Health, Inc.(a)..............    1,425,700
                                                 -----------
            Hospital Management--1.9%
  86,100    United Healthcare Corp.............    4,208,138
                                                 -----------
            Insurance--1.1%
            American International Group,
  29,450      Inc..............................    2,503,250
                                                 -----------
            Leisure--3.8%
  94,300    Disney (Walt) Co...................    5,410,462
  99,600    Harrahs Entertainment Inc.(a)......    2,913,300
                                                 -----------
                                                   8,323,762
                                                 -----------
            Lodging--0.8%
  75,300    Promus Cos., Inc.(a)...............    1,713,075
                                                 -----------
            Machinery--1.2%
  78,300    Harnischfeger Industries, Inc......    2,613,263
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.

                                       B-37

<PAGE>
                THE PRUDENTIAL           GROWTH STOCK FUND
(LOGO)          INSTITUTIONAL            PORTFOLIO OF INVESTMENTS
                FUND                     SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Media--7.1%
            Clear Channel Communications,
  44,400      Inc.(a)..........................  $ 3,363,300
            News Corp. Ltd. (ADR)
 120,100      (Australia)......................    2,642,200
  48,900    Omnicom Group......................    3,184,613
            Reuters Holdings PLC (ADR)
  70,100      (United Kingdom).................    3,706,537
  43,800    Scholastic Corp.(a)................    2,748,450
                                                 -----------
                                                  15,645,100
                                                 -----------
            Miscellaneous Basic Industry--4.2%
  36,000    Applied Materials, Inc.(a).........    3,681,000
  62,400    Cerner Corp.(a)....................    2,137,200
  27,300    ITT Corp...........................    3,385,200
                                                 -----------
                                                   9,203,400
                                                 -----------
            Miscellaneous Consumer Growth--0.9%
  29,900    Eastman Kodak Co...................    1,771,575
   7,000    Luxottica Group (ADR) (Italy)......      342,125
                                                 -----------
                                                   2,113,700
                                                 -----------
            Office Equipment & Supplies--1.3%
  58,000    Compaq Computer Corp.(a)...........    2,805,750
                                                 -----------
            Railroads--1.1%
  37,800    Union Pacific Corp.................    2,504,250
                                                 -----------
            Restaurants--2.5%
            Lone Star Steakhouse & Saloon,
  69,400      Inc.(a)..........................    2,845,400
  68,000    McDonald's Corp....................    2,601,000
                                                 -----------
                                                   5,446,400
                                                 -----------
            Retail--4.6%
 122,300    AutoZone, Inc.(a)..................    3,118,650
  85,350    Dollar General Corp................    2,507,156
  55,533    Home Depot, Inc....................    2,214,379
  46,400    Kohls Corp. (a)....................    2,407,000
                                                 -----------
                                                  10,247,185
                                                 -----------
<CAPTION>

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Technology--10.8%
  74,600    Adobe Systems, Inc.................  $ 3,860,550
  37,800    Broderbund Software Inc............    2,877,525
  34,233    Chiron Corp.(a)....................    3,098,086
  35,700    Cirrus Logic, Inc.(a)..............    2,043,825
  59,500    Intuit Inc.........................    2,796,500
 123,900    LSI Logic Corp.(a).................    7,155,225
 101,800    Pyxis Corp.(a).....................    1,972,375
                                                 -----------
                                                  23,804,086
                                                 -----------
            Telecommunications--4.8%
  74,700    Nokia Corp. (ADR) (Finland)........    5,210,325
  46,800    Tellabs, Inc.(a)...................    1,971,450
            Vodafone Group PLC (ADR)
  82,100      (United Kingdom).................    3,366,100
                                                 -----------
                                                  10,547,875
                                                 -----------
            Transportation--1.5%
            Wisconsin Central Transportation
  48,900      Corp.(a).........................    3,264,075
                                                 -----------
            Total common stocks
            (cost $163,489,413)................  217,555,363
                                                 -----------
Principal
 Amount
 (000)      SHORT-TERM INVESTMENT
- --------
            Repurchase Agreement--2.2%
$  4,819    Joint Repurchase Agreement Account,
            6.39%, 10/2/95 (Note 5)
              (cost $4,819,000)................    4,819,000
                                                 -----------
            Total Investments--100.9%
            (cost $168,308,413; Note 4)........  222,374,363
            Liabilities in excess of other
              assets--(0.9%)...................   (1,868,969)
                                                 -----------
            Net Assets--100%...................  $220,505,394
                                                 -----------
                                                 -----------
</TABLE>
- ---------------
(a) Non-income producing security.
ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                       B-380

<PAGE>
                THE PRUDENTIAL           STOCK INDEX FUND
(LOGO)          INSTITUTIONAL            PORTFOLIO OF INVESTMENTS
                FUND                     SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS
            Common Stocks and Equivalents--81.7%
            Aerospace/Defense--1.7%
   5,400    Allied-Signal, Inc.................  $   238,275
   6,600    Boeing Co..........................      450,450
   1,200    General Dynamics Corp..............       65,850
   3,830    Lockheed Corp......................      257,089
   1,700    Loral Corp.........................       96,900
   2,200    McDonnell Douglas Corp.............      182,050
   1,000    Northrop Corp......................       60,875
   2,400    Raytheon Co........................      204,000
   4,200    Rockwell International Corp........      198,450
                                                 -----------
                                                   1,753,939
                                                 -----------
            Airlines--0.3%
   1,450    AMR Corp.(a).......................      104,581
   1,000    Delta Airlines, Inc................       69,250
   2,700    Southwest Airlines Co..............       68,175
   1,200    USAir Group Inc.(a)................       13,800
                                                 -----------
                                                     255,806
                                                 -----------
            Aluminum--0.4%
   4,400    Alcan Aluminum Ltd.................      142,450
   3,400    Aluminum Co. of America............      179,775
   1,250    Reynolds Metals Co.................       72,188
                                                 -----------
                                                     394,413
                                                 -----------
            Automobiles & Trucks--2.0%
   7,400    Chrysler Corp......................      392,200
     800    Cummins Engine, Inc................       30,800
   2,000    Dana Corp..........................       57,750
   1,200    Echlin Inc.........................       42,900
  20,700    Ford Motor Co......................      644,287
  14,400    General Motors Corp................      675,000
   2,400    Genuine Parts Co...................       96,300
     800    Johnson Controls, Inc..............       50,600
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>

   1,420    Navistar International Corp.(a)....  $    17,040
   1,200    Safety Kleen Corp..................       17,550
                                                 -----------
                                                   2,024,427
                                                 -----------
            Banking--5.1%
   7,637    Banc One Corp......................      278,750
   2,200    Bank of Boston Corp................      104,775
   3,700    Bank of New York Co., Inc..........      172,050
   7,200    BankAmerica Corp...................      431,100
   1,500    Bankers Trust NY Corp..............      105,375
   1,900    Barnett Banks, Inc.................      107,588
   2,500    Boatmen's Bancshares...............       92,500
   3,400    Chase Manhattan Corp...............      207,825
   4,900    Chemical Banking Corp..............      298,287
   7,700    Citicorp...........................      544,775
   2,700    CoreStates Financial Corp..........       98,888
   1,700    First Chicago Corp.................      116,662
   1,500    First Fidelity Bancorp, Inc........      101,250
   1,500    First Interstate Bank Corp.........      151,125
   3,300    First Union Corp...................      168,300
   2,700    Fleet Financial Group, Inc.........      101,925
   1,100    Golden West Financial Corp.........       55,550
   2,700    Great Western Financial Corp.......       64,125
   2,300    H.F. Ahmanson & Co.................       58,363
   4,400    KeyCorp............................      150,700
   2,825    Mellon Bank Corp...................      126,066
   3,600    Morgan (J.P.) & Co., Inc...........      278,550
   2,900    National City Corp.................       89,538
   5,300    NationsBank Corp...................      356,425
   3,000    NBD Bancorp, Inc...................      114,750
   6,200    Norwest Corp.......................      203,050
   4,400    PNC Financial Corp.................      122,650
   1,100    Republic New York Corp.............       64,350
   2,400    Shawmut National Corp..............       80,700
   2,200    Suntrust Banks, Inc................      145,475
   1,800    U.S. Bancorp.......................       50,850
     900    Wells Fargo & Co...................      167,062
                                                 -----------
                                                   5,209,379
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-39

<PAGE>
                THE PRUDENTIAL         STOCK INDEX FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Beverages--3.0%
     800    Adolph Coors Co....................  $    14,500
   4,900    Anheuser Busch Cos., Inc...........      305,637
   1,200    Brown-Forman Corp..................       46,650
  24,400    Coca-Cola Co.......................    1,683,600
  15,200    PepsiCo Inc........................      775,200
   7,200    Seagram Co., Ltd...................      258,300
                                                 -----------
                                                   3,083,887
                                                 -----------
            Chemicals--2.1%
   2,200    Air Products & Chemicals, Inc......      114,675
     550    Albemarle Corp.....................       10,313
   5,200    Dow Chemical Co....................      387,400
  10,700    duPont (E.I.) de Nemours & Co......      735,625
   1,600    Eastman Chemical Co................      102,400
   1,800    Grace (W.R.) & Co..................      120,150
   2,200    Hercules, Inc......................      127,600
   2,300    Monsanto Co........................      231,725
   1,300    Nalco Chemical Co..................       44,362
   1,300    Rohm & Haas Co.....................       78,487
   1,000    Sigma-Aldrich......................       48,500
   2,600    Union Carbide Corp.................      103,350
                                                 -----------
                                                   2,104,587
                                                 -----------
            Chemical-Specialty--0.4%
   2,625    Engelhard Corp.....................       66,609
     400    First Mississippi Corp.............       15,950
   1,300    Great Lakes Chemical Corp..........       87,913
   2,800    Morton International, Inc..........       86,800
   2,600    Praxair, Inc.......................       69,550
     900    Raychem Corp.......................       40,500
                                                 -----------
                                                     367,322
                                                 -----------
            Commercial Services--0.2%
   3,350    CUC International, Inc.(a).........      116,831
   1,500    Deluxe Corp........................       49,687
     600    Harland (John H.) Co...............       13,275
   1,900    Moore Corp. Ltd....................       38,238

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
     800    Ogden Corp.........................  $    18,800
                                                 -----------
                                                     236,831
                                                 -----------
            Computer Software & Services--3.0%
     900    AutoDesk, Inc......................       39,375
   2,800    Automatic Data Processing, Inc.....      190,750
   1,400    Cabletron Systems, Inc.(a).........       92,225
     900    Ceridian Corp.(a)..................       39,937
   5,200    Cisco Systems, Inc.(a).............      358,800
            Computer Associates International,
   4,600      Inc..............................      194,350
   1,050    Computer Sciences Corp.(a).........       67,594
   1,000    Intergraph Corp.(a)................       12,125
   4,000    Micron Technology Inc..............      318,000
  11,300    Microsoft Corp.(a).................    1,022,650
   6,900    Novell, Inc.(a)....................      125,925
   8,350    Oracle Systems Corp.(a)............      320,431
   3,000    Silicon Graphics Inc.(a)...........      103,125
   1,800    Sun Microsystems Inc.(a)...........      113,400
   1,900    Tandem Computers Inc.(a)...........       23,275
                                                 -----------
                                                   3,021,962
                                                 -----------
 
            Construction--0.1%
   1,600    Fluor Corp.........................       89,600
     700    Foster Wheeler Corp................       24,762
     600    Kaufman & Broad Home Corp..........        7,575
     500    Pulte Corp.........................       14,188
                                                 -----------
                                                     136,125
                                                 -----------
            Consumer Goods--0.5%
     600    Centex Corp........................       17,400
     600    Fleetwood Enterprises, Inc.........       11,925
   3,100    Lowes Companies, Inc...............       93,000
   3,200    Masco Corp.........................       88,000
   2,200    Maytag Corp........................       38,500
   1,000    Owens-Corning Fiberglas Corp.(a)...       44,625
            Pioneer Hi Bred International,
   1,600      Inc..............................       73,600
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-40

<PAGE>
                THE PRUDENTIAL          STOCK INDEX FUND
(LOGO)          INSTITUTIONAL           PORTFOLIO OF INVESTMENTS
                FUND                    SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Consumer Goods, cont'd.
     900    Stanley Works......................  $    39,038
   1,500    Whirlpool Corp.....................       86,625
                                                 -----------
                                                     492,713
                                                 -----------
            Containers--0.1%
     600    Ball Corp..........................       17,775
     900    Bemis, Inc.........................       24,863
   1,700    Crown Cork & Seal, Inc.(a).........       65,875
                                                 -----------
                                                     108,513
                                                 -----------
            Cosmetics & Soaps--1.9%
     500    Alberto Culver Co..................       15,250
   1,350    Avon Products, Inc.................       96,863
   1,000    Clorox Co..........................       71,375
   2,800    Colgate-Palmolive Co...............      186,550
   8,600    Gillette Co........................      409,575
            International Flavors & Fragrances
   2,150      Inc..............................      103,737
  13,300    Procter & Gamble Co................    1,024,100
                                                 -----------
                                                   1,907,450
                                                 -----------
            Diversified Gas--0.1%
   2,100    Coastal Corp.......................       70,613
     400    Eastern Enterprises, Inc...........       12,850
   1,400    Enserch Corp.......................       23,100
   1,000    NICOR Inc..........................       27,250
     500    Oneok Inc..........................       11,625
                                                 -----------
                                                     145,438
                                                 -----------
            Drugs & Medical Supplies--7.1%
  15,300    Abbott Laboratories................      652,162
   1,600    ALZA Corp.(a)......................       36,800
   6,000    American Home Products Corp........      509,250
   5,100    Amgen, Inc.(a).....................      254,362
   1,000    Bard (C.R.), Inc...................       30,500
   1,100    Bausch & Lomb, Inc.................       45,513
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
   5,300    Baxter International Inc...........  $   217,962
   1,300    Becton Dickinson & Co..............       81,738
   2,300    Biomet, Inc.(a)....................       39,675
   2,900    Boston Scientific Corp.(a).........      123,613
   9,850    Bristol-Myers Squibb Co............      717,819
  12,500    Johnson & Johnson Co...............      926,562
   5,700    Lilly (Eli) & Co...................      512,287
   4,500    Medtronic, Inc.....................      241,875
  23,900    Merck & Co., Inc...................    1,338,400
  12,200    Pfizer Inc.........................      651,175
   7,200    Schering-Plough Corp...............      370,800
     900    St. Jude Medical, Inc.(a)..........       56,925
   1,100    United States Surgical Corp........       29,425
   3,300    Upjohn Co..........................      147,263
   2,600    Warner Lambert Co..................      247,650
                                                 -----------
                                                   7,231,756
                                                 -----------
            Electronics--4.0%
   2,000    Advanced Micro Devices, Inc.(a)....       58,250
   2,500    Amdahl Corp.(a)....................       24,063
   4,184    AMP Inc............................      161,084
   2,400    Apple Computer, Inc................       89,400
     400    Cray Research, Inc.(a).............        8,850
     400    Data General Corp.(a)..............        4,150
   2,800    Digital Equipment Corp.(a).........      127,750
   1,100    EG&G, Inc..........................       21,450
   4,300    Emerson Electric Co................      307,450
     800    Harris Corp........................       43,900
   9,900    Hewlett-Packard Co.................      825,412
  15,900    Intel Corp.........................      955,987
  11,400    Motorola, Inc......................      870,675
   2,300    National Semiconductors Corp.(a)...       63,538
     800    Perkin Elmer Corp..................       28,500
   1,300    Tandy Corp.........................       78,975
     600    Tektronix, Inc.....................       35,400
   3,700    Texas Instruments Inc..............      295,537
     350    Thomas & Betts Corp................       22,619
     900    Zenith Electronics Corp.(a)........        7,763
                                                 -----------
                                                   4,030,753
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-41

<PAGE>
                THE PRUDENTIAL         STOCK INDEX FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Financial Services--2.4%
   9,400    American Express Co................  $   417,125
   1,000    Beneficial Corp....................       52,250
   2,000    Block (H&R), Inc...................       76,000
   3,258    Dean Witter Discover & Co..........      183,262
   3,500    Federal Home Loan Mortgage Corp....      241,937
   5,350    Federal National Mortgage Assn.....      553,725
   2,300    First Data Corp....................      142,600
   1,900    Household International Corp.......      117,800
   2,850    MBNA Corp..........................      118,631
   3,400    Merrill Lynch & Co., Inc...........      212,500
   1,500    Morgan Stanley Group, Inc..........      144,188
   2,100    Salomon, Inc.......................       80,325
   1,350    Transamerica Corp..................       96,188
                                                 -----------
                                                   2,436,531
                                                 -----------
            Food & Beverage--2.3%
  10,596    Archer-Daniels-Midland Co..........      162,910
   4,800    Campbell Soup Co...................      241,200
   4,700    ConAgra, Inc.......................      186,237
   2,900    CPC International, Inc.............      191,400
     700    Fleming Cos., Inc..................       16,800
   3,050    General Mills, Inc.................      170,038
   1,200    Giant Foods, Inc...................       37,650
   4,700    Heinz (H.J.) Co....................      215,025
   1,500    Hershey Foods Corp.................       96,563
   4,250    Kellogg Co.........................      307,594
   2,600    Quaker Oats Co.....................       86,125
   2,000    Ralston Purina Co..................      115,750
   9,200    Sara Lee Corp......................      273,700
   3,500    Sysco Corp.........................       95,375
   2,300    Wrigley (W.M.) Junior Co...........      116,150
                                                 -----------
                                                   2,312,517
                                                 -----------
            Forest Products--1.5%
     900    Boise Cascade Corp.................       36,338
   1,900    Champion International Corp........      102,362
     160    Crown Vantage Inc.(a)..............        3,560
     900    Federal Paper Board, Inc...........       34,538
   1,750    Georgia Pacific Corp...............      153,125

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>

   4,900    International Paper Co.............  $   205,800
   1,600    James River Corp...................       51,200
   3,100    Kimberly Clark Corp................      208,087
   2,100    Louisiana Pacific Corp.............       50,663
   1,000    Mead Corp..........................       58,625
     600    Potlatch Corp......................       24,525
   2,900    Scott Paper Co.....................      140,650
   1,900    Stone Container Corp...............       36,100
   1,100    Temple Inland Inc..................       58,575
   1,300    Union Camp Corp....................       74,912
   1,300    Westvaco Corp......................       59,313
   3,900    Weyerhaeuser Co....................      177,937
   1,000    Willamette Industries, Inc.........       66,750
                                                 -----------
                                                   1,543,060
                                                 -----------
            Gas Pipelines--0.5%
   3,018    Cinergy Corp.......................       84,127
   1,000    Columbia Gas System, Inc.(a).......       38,625
   1,800    Consolidated Natural Gas Co........       72,675
   4,900    Enron Corp.........................      164,150
   2,300    Noram Energy Corp..................       18,112
   2,900    Panhandle Eastern Corp.............       79,025
     700    Peoples Energy Corp................       19,250
   2,000    Williams Cos., Inc.................       78,000
                                                 -----------
                                                     553,964
                                                 -----------
            Hospital Management--0.9%
   1,900    Beverly Enterprises, Inc.(a).......       26,125
   8,552    Columbia Healthcare Corp...........      415,841
     700    Community Psychiatric Centers......        8,225
   1,200    Manor Care, Inc....................       40,800
   1,800    Service Corp. International........       70,425
     500    Shared Medical Systems Corp........       20,750
   4,000    Tenet Healthcare Corp.(a)..........       69,500
   3,000    U.S. HealthCare Inc................      106,125
   3,300    United Healthcare Corp.............      161,287
                                                 -----------
                                                     919,078
                                                 -----------
            Housing Construction
     700    Armstrong World Industries.........       38,850
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-42

<PAGE>
                THE PRUDENTIAL         STOCK INDEX FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Insurance--3.1%
   2,200    Aetna Life & Casualty Co...........  $   161,425
            Alexander & Alexander Services,
     800      Inc..............................       19,400
   8,574    Allstate Corp......................      303,305
   4,000    American General Corp..............      149,500
            American International Group,
   9,212      Inc..............................      783,020
   1,650    Chubb Corp.........................      158,400
   1,450    CIGNA Corp.........................      150,981
   1,600    General Re Corp....................      241,600
     950    Jefferson-Pilot Corp...............       61,038
   1,800    Lincoln National Corp..............       84,825
   1,400    Marsh & McLennan Cos...............      123,025
   1,900    Providian Corp.....................       78,850
   1,200    SAFECO Corp........................       78,750
   1,600    St. Paul Companies, Inc............       93,400
   1,450    Torchmark Corp.....................       61,081
   6,131    Travelers, Inc.....................      325,709
   1,400    UNUM Corp..........................       73,850
   2,300    USF&G Corp.........................       44,563
     750    USLIFE Corp........................       21,938
   3,300    Wachovia Corp......................      142,312
                                                 -----------
                                                   3,156,972
                                                 -----------
            Leisure--0.9%
   1,100    Bally Entertainment Group(a).......       11,963
   2,000    Brunswick Corp.....................       40,500
  10,100    Disney (Walt) Co...................      579,487
     400    Handleman Co.......................        3,550
   1,900    Harrahs Entertainment Inc.(a)......       55,575
   1,800    Hasbro, Inc........................       56,025
     700    King World Productions, Inc.(a)....       25,637
   4,250    Mattel, Inc........................      124,844
     300    Outboard Marine Corp...............        6,450
                                                 -----------
                                                     904,031
                                                 -----------
            Lodging--0.1%
     900    Hilton Hotels Corp.................       57,488
   2,400    Marriott International, Inc........       89,700
                                                 -----------
                                                     147,188
                                                 -----------
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
            Machinery--0.9%
     600    Briggs & Stratton Corp.............  $    24,150
   3,800    Caterpillar Inc....................      216,125
     700    Cincinnati Milacron, Inc...........       22,050
   2,000    Cooper Industries, Inc.............       70,500
   1,700    Deere & Co.........................      138,337
   2,200    Dover Corp.........................       84,150
   1,600    Eaton Corp.........................       84,800
     700    Giddings & Lewis, Inc..............       12,206
   1,000    Harnischfeger Industries, Inc......       33,375
   2,100    Ingersoll Rand Co..................       78,750
     802    PACCAR Inc.........................       37,494
   1,450    Parker Hannifin Corp...............       55,100
     800    Snap-On Tools Corp.................       30,400
     600    Timken Co..........................       25,575
     800    Varity Corp.(a)....................       35,600
                                                 -----------
                                                     948,612
                                                 -----------
            Media--2.1%
   3,000    Capital Cities/ABC, Inc............      352,875
   1,220    CBS, Inc...........................       97,447
   4,550    Comcast Corp.......................       91,000
   3,000    Donnelley (R.R.) & Sons, Co........      117,000
   1,800    Dow Jones & Co., Inc...............       66,375
   3,300    Dun & Bradstreet Corp..............      190,987
   2,750    Gannett, Inc.......................      150,219
   1,500    Interpublic Group Cos., Inc........       59,625
     950    Knight-Ridder, Inc.................       55,694
   1,000    McGraw Hill, Inc...................       81,750
     600    Meredith Corp......................       23,850
   1,700    New York Times Co..................       46,538
   7,500    Time Warner, Inc...................      298,125
   2,100    Times Mirror Co....................       60,375
   1,300    Tribune Co.........................       86,288
   6,939    Viacom Inc.(a).....................      345,215
                                                 -----------
                                                   2,123,363
                                                 -----------
            Mineral Resources--0.8%
     800    ASARCO Inc.........................       25,200
            Barrick Gold Corp. (ADR)
   6,900      (Canada).........................      178,537
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-43

<PAGE>
                THE PRUDENTIAL         STOCK INDEX FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Mineral Resources, cont'd.
   1,850    Cyprus Minerals Co.................  $    52,031
   2,400    Echo Bay Mines, Ltd................       26,100
            Freeport-McMoRan Copper & Gold
   3,800      Inc..............................       97,375
   2,500    Homestake Mining Co................       42,500
   2,300    INCO, Ltd..........................       78,775
   1,698    Newmont Mining Corp................       72,165
   1,300    Phelps-Dodge Corp..................       81,413
     800    Pittston Minerals Group............       21,700
   4,600    Placer Dome, Inc...................      120,750
   2,240    Santa Fe Pacific Gold Corp.........       28,280
                                                 -----------
                                                     824,826
                                                 -----------
            Miscellaneous Basic Industry--4.4%
   1,700    Applied Materials, Inc.(a).........      173,825
            Bassett Furniture Industries,
     225      Inc..............................        5,653
   4,100    Browning Ferris Industries, Inc....      124,537
     600    Crane Co...........................       20,700
   1,300    Ecolab, Inc........................       35,913
     750    FMC Corp.(a).......................       57,000
  32,800    General Electric Co................    2,091,000
   1,000    General Signal Corp................       29,250
   1,000    Grainger (W.W.) Inc................       60,375
   2,300    Illinois Tool Works, Inc...........      135,412
   2,300    ITT Corp...........................      285,200
   1,100    Loews Corp.........................      160,050
   1,500    Mallinckrodt Group Inc.............       59,438
     900    Millipore Corp.....................       33,750
     400    Morrison Knudsen Corp..............        3,100
     150    NACCO Industries, Inc..............        8,906
   2,033    Pall Corp..........................       47,267
   3,900    PPG Industries, Inc................      181,350
   1,127    Teledyne, Inc......................       30,212
   1,600    Textron, Inc.......................      109,200
     600    Trinova Corp.......................       20,250
   1,200    TRW Inc............................       89,250
   1,500    Tyco International Ltd.............       94,500
   2,400    United Technologies Corp...........      212,100
   7,500    Westinghouse Electric Corp.........      112,500
   9,300    WMX Technologies, Inc..............      265,050

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------

     100    Zurn Industries, Inc...............  $     2,538
                                                 -----------
                                                   4,448,326
                                                 -----------
            Miscellaneous Consumer Growth--1.8%
   1,300    Allergan, Inc......................       43,388
   1,400    American Greetings Corp............       42,700
   1,600    Black & Decker Corp................       54,600
   4,500    Corning, Inc.......................      128,812
   1,900    Dial Corp..........................       47,025
   6,600    Eastman Kodak Co...................      391,050
     700    Jostens, Inc.......................       16,450
            Minnesota Mining & Manufacturing
   8,100      Co...............................      457,650
     800    Polaroid Corp......................       31,800
   1,300    Premark International Inc..........       66,137
   3,000    Rubbermaid, Inc....................       82,875
   3,100    Unilever N.V.......................      403,000
   2,000    Whitman Corp.......................       41,250
                                                 -----------
                                                   1,806,737
                                                 -----------
            Office Equipment & Supplies--1.9%
   1,100    Alco Standard Corp.................       93,225
   1,000    Avery Dennison Corp................       42,000
   5,100    Compaq Computer Corp.(a)...........      246,712
   2,500    Honeywell, Inc.....................      107,188
            International Business Machines
  11,000      Corp.............................    1,038,125
   2,900    Pitney Bowes, Inc..................      121,800
   3,500    Unisys Corp.(a)....................       27,563
   2,150    Xerox Corp.........................      288,906
                                                 -----------
                                                   1,965,519
                                                 -----------
            Petroleum--6.7%
   1,800    Amerada Hess Corp..................       87,525
   9,600    Amoco Corp.........................      615,600
   1,100    Ashland Oil, Inc...................       36,713
   3,150    Atlantic Richfield Co..............      338,231
   2,400    Burlington Resources Inc...........       93,000
  12,600    Chevron Corp.......................      612,675
  24,050    Exxon Corp.........................    1,737,612
</TABLE>
                                         See Notes to Financial Statements.
                                      B-44

<PAGE>
                THE PRUDENTIAL         STOCK INDEX FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Petroleum, cont'd.
   1,000    Kerr McGee Corp....................  $    55,500
     700    Louisiana Land & Exploration Co....       24,938
   7,700    Mobil Corp.........................      767,112
   6,300    Occidental Petroleum Corp..........      138,600
     900    Pennzoil Co........................       39,488
   5,100    Phillips Petroleum Co..............      165,750
            Royal Dutch Petroleum Co. (ADR)
  10,400      (Netherlands)....................    1,276,600
            Santa Fe Energy Resources,
   1,700      Inc.(a)..........................       16,150
   1,500    Sun Co., Inc.......................       38,625
   3,500    Tenneco, Inc.......................      161,875
   5,000    Texaco, Inc........................      323,125
   4,800    Unocal Corp........................      136,800
   5,600    USX Marathon Corp..................      110,600
   1,100    Western Atlas, Inc.(a).............       52,112
                                                 -----------
                                                   6,828,631
                                                 -----------
            Petroleum Services--0.6%
   2,600    Baker Hughes Inc...................       52,975
   3,400    Dresser Industries, Inc............       81,175
   2,200    Halliburton Co.....................       91,850
     500    Helmerich & Payne, Inc.............       14,063
   1,000    McDermott International, Inc.......       19,750
   1,900    Oryx Energy Co.(a).................       24,700
   1,400    Rowan Cos., Inc.(a)................       10,500
   4,700    Schlumberger, Ltd..................      306,675
   1,600    Sonat Inc..........................       51,200
                                                 -----------
                                                     652,888
                                                 -----------
            Railroads--0.8%
   1,765    Burlington Northern Inc............      127,975
   1,500    Consolidated Rail Corp.............      103,125
   2,000    CSX Corp...........................      168,250
   2,500    Norfolk Southern Corp..............      186,875
   4,000    Union Pacific Corp.................      265,000
                                                 -----------
                                                     851,225
                                                 -----------
            Restaurants--0.6%
   3,150    Darden Restaurants Inc.............       36,225

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------

     400    Luby's Cafeterias, Inc.............  $     8,600
  13,400    McDonald's Corp....................      512,550
            Ryan's Family Steak Houses,
     900      Inc.(a)..........................        7,088
     700    Shoney's Inc.(a)...................        7,700
   2,100    Wendy's International, Inc.........       44,362
                                                 -----------
                                                     616,525
                                                 -----------
            Retail--4.3%
   4,900    Albertsons, Inc....................      167,212
   2,800    American Stores Co.................       79,450
     300    Brown Group, Inc...................        5,513
      39    Bruno's, Inc.......................          444
   1,700    Charming Shoppes, Inc..............        7,650
   1,900    Circuit City Stores, Inc...........       60,087
   1,400    Dayton Hudson Corp.................      106,225
   2,200    Dillard Department Stores, Inc.....       70,125
   2,800    Gap, Inc...........................      100,800
            Great Atlantic & Pacific Tea
     700      Inc..............................       19,600
   1,300    Harcourt General, Inc..............       54,438
   9,266    Home Depot, Inc....................      369,482
   8,800    K mart Corp........................      127,600
   2,400    Kroger Co.(a)......................       81,900
   7,000    Limited, Inc.......................      133,000
   1,500    Liz Claiborne, Inc.................       37,875
     400    Longs Drug Stores Corp.............       16,600
   4,800    May Department Stores Co...........      210,000
   2,000    Melville Corp......................       69,000
     700    Mercantile Stores, Inc.............       31,500
   3,200    Newell Co..........................       79,200
   1,400    NIKE, Inc..........................      155,575
   1,600    Nordstrom, Inc.....................       66,800
   4,400    Penney (J.C.), Inc.................      218,350
   1,200    Pep Boys - Manny, Moe & Jack.......       32,550
   3,752    Price Costco, Inc.(a)..............       64,253
   1,600    Reebok International, Ltd..........       55,000
   1,500    Rite-Aid Corp......................       42,000
   7,500    Sears Roebuck & Co.................      276,562
   1,600    Sherwin Williams Co................       56,000
   1,100    Stride Rite Corp...................       12,513
   1,400    Supervalue, Inc....................       41,125
   1,400    TJX Companies, Inc.................       16,625
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-45
 
<PAGE>
                THE PRUDENTIAL       STOCK INDEX FUND
(LOGO)          INSTITUTIONAL        PORTFOLIO OF INVESTMENTS
                FUND                 SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Retail, cont'd.
   5,300    Toys 'R' Us Inc.(a)................  $   143,100
  44,400    Wal-Mart Stores, Inc...............    1,104,450
   4,800    Walgreen Co........................      134,400
   1,500    Winn-Dixie Stores, Inc.............       89,437
   2,600    Woolworth Corp.....................       40,950
                                                 -----------
                                                   4,377,391
                                                 -----------
            Rubber--0.2%
   1,700    Cooper Tire & Rubber...............       41,225
     500    Goodrich (B.F.) Co.................       32,938
   2,900    Goodyear Tire & Rubber Co..........      114,187
                                                 -----------
                                                     188,350
                                                 -----------
            Steel--0.2%
   1,900    Armco Inc.(a)......................       12,350
   1,800    Bethlehem Steel Corp.(a)...........       25,425
   1,000    Inland Steel Industries, Inc.......       22,750
   1,700    Nucor Corp.........................       76,075
   1,500    USX Corp. - U.S. Steel Group.......       46,500
   1,850    Worthington Industries, Inc........       33,994
                                                 -----------
                                                     217,094
                                                 -----------
            Telecommunications--1.3%
   3,700    ALLTEL Corp........................      110,538
     750    Andrew Corp.(a)....................       45,844
   2,200    DSC Communications Corp.(a)........      130,350
  13,000    MCI Communications Corp............      338,812
   4,900    Northern Telecom Ltd...............      174,562
   1,500    Scientific Atlanta, Inc............       25,313
   6,800    Sprint Corp........................      238,000
  12,500    Tele Communications, Inc.(a).......      218,750
   1,700    Tellabs, Inc.(a)...................       71,613
                                                 -----------
                                                   1,353,782
                                                 -----------
            Textiles--0.2%
   1,500    Fruit of the Loom, Inc.(a).........       30,938
            National Service Industries,
   1,000      Inc..............................       29,250
     700    Russell Corp.......................       17,850

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
     400    Springs Industries, Inc............  $    15,700
   1,200    VF Corp............................       61,200
                                                 -----------
                                                     154,938
                                                 -----------
            Tobacco--1.6%
   3,700    American Brands Inc................      156,325
  16,250    Philip Morris Cos., Inc............    1,356,875
   3,800    UST, Inc...........................      108,775
                                                 -----------
                                                   1,621,975
                                                 -----------
            Trucking & Shipping--0.2%
     900    Consolidated Freightways, Inc......       22,275
   1,100    Federal Express Corp.(a)...........       91,300
   5,600    Laidlaw Inc........................       49,000
     800    Roadway Services, Inc..............       39,800
   1,400    Ryder System, Inc..................       35,525
     400    Yellow Corp........................        5,500
                                                 -----------
                                                     243,400
                                                 -----------

            Utility-Communications--6.6%
   9,600    AirTouch Communications(a).........      294,000
  10,700    Ameritech Corp.....................      557,737
  30,700    AT&T Corp..........................    2,018,525
   8,500    Bell Atlantic Corp.................      521,687
   9,600    BellSouth Corp.....................      702,000
  18,700    GTE Corp...........................      733,975
   8,300    NYNEX Corp.........................      396,325
   8,200    Pacific Telesis Group..............      252,150
  11,800    SBC Communications Inc.............      649,000
   9,100    U.S. West, Inc.....................      428,838
   4,200    Unicom Corp........................      127,050
                                                 -----------
                                                   6,681,287
                                                 -----------
            Utility-Electric--2.8%
   3,600    American Electric Power, Inc.......      130,950
   2,700    Baltimore Gas & Electric Co........       69,863
   3,000    Carolina Power & Light Co..........      100,875
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-46

<PAGE>
                THE PRUDENTIAL         STOCK INDEX FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Utility - Electric, cont'd.
   3,600    Central & South West Corp..........  $    91,800
   4,500    Consolidated Edison Co.............      136,687
   2,800    Detroit Edison Co..................       90,300
   3,400    Dominion Resources, Inc............      127,925
   4,000    Duke Power Co......................      173,500
   4,300    Entergy Corp.......................      112,337
   3,600    FPL Group, Inc.....................      147,150
   2,200    General Public Utilities Corp......       68,475
   2,500    Houston Industries, Inc............      110,312
   2,800    Niagara Mohawk Power Corp..........       36,750
   1,300    Northern States Power Co...........       58,988
   3,000    Ohio Edison Co.....................       68,250
   1,700    Pacific Enterprises................       42,713
   8,200    Pacific Gas & Electric Co..........      244,975
   5,400    Pacificorp.........................      102,600
   4,300    PECO Energy Co.....................      123,087
   4,700    Public Service Enterprise Group....      139,825
   8,700    SCE Corp...........................      154,425
  12,800    Southern Co........................      302,400
   4,400    Texas Utilities Co.................      153,450
   2,000    Union Electric Co..................       74,750
                                                 -----------
                                                   2,862,387
                                                 -----------
            Total common stocks
            (cost $67,756,491).................   83,284,748
                                                 -----------
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                 <C>
- ------------------------------------------------------------
             SHORT-TERM INVESTMENTS--12.9%
             U. S. Government--0.7%
             United States Treasury Bills
$ 550(b)     5.31%, 12/14/95...................  $   544,003
  150(b)     5.41%, 12/14/95...................      148,350
                                                 -----------
                                                     692,353
                                                 -----------
             Repurchase Agreement--12.2%
  12,494     Joint Repurchase Agreement
               Account,
             6.39%, 10/2/95 (Note 5)...........   12,494,000
                                                 -----------
             Total short-term investments
             (cost $13,186,353)................   13,186,353
                                                 -----------
             Total Investments--94.6%
             (cost $80,942,844; Note 4)........   96,471,101
             Other assets in excess of
               liabilities--5.4%...............    5,473,465
                                                 -----------
             Net Assets--100%..................  $101,944,566
                                                 -----------
                                                 -----------
</TABLE>
 --------
   (a) Non-income producing security.
   (b) Pledged as initial margin on futures contracts.
 ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                      B-47

<PAGE>
                THE PRUDENTIAL          INTERNATIONAL STOCK FUND
(LOGO)          INSTITUTIONAL           PORTFOLIO OF INVESTMENTS
                FUND                    SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
<C>           <S>                                 <C>
- -------------------------------------------------------------
              LONG-TERM INVESTMENTS
              Common Stocks--94.5%
              Argentina--2.3%
    35,000    Telecom Argentina (ADR)  .........  $ 1,465,625
                (Utilities)
    95,000    YPF Sociedad Anonima (ADR)  ......    1,710,000
                (Oil & Gas)                       -----------
                                                    3,175,625
                                                  -----------
              Australia--7.3%
   800,000    CSR, Ltd.  .......................    2,662,008
                (Multi-Industry)
   540,000    Mayne Nickless Ltd.  .............    2,560,519
                (Multi-Industry)
   270,000    National Australia Bank Ltd.  ....    2,389,001
                (Commercial Banking)
   900,000    Pioneer International Ltd.  ......    2,382,195
                (Building Materials &             -----------
                Components)
                                                    9,993,723
                                                  -----------
              Canada--4.6%
   100,000    Bank of Nova Scotia  .............    2,104,675
                (Commercial Banking)
              Canadian Tire Corp., Ltd.,
   210,000    Class A  .........................    2,366,362
                (Automotive Parts)
   145,000    MacMillan Bloedel Ltd.  ..........    1,782,455
                (Forestry & Paper)                -----------
                                                    6,253,492
                                                  -----------
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
- -------------------------------------------------------------
<C>           <S>                                 <C>
              Finland--2.5%
   140,000    Enso-Gutzeit Oy, Class R  ........  $ 1,186,316
                (Forestry & Paper)
   124,000    Outokumpu Oy  ....................    2,205,966
                (Metals - Non Ferrous)            -----------
                                                    3,392,282
                                                  -----------
              France--5.7%
    12,000    Chargeurs S.A.  ..................    2,484,523
                (Multi-Industry)
    30,075    Christian Dior S.A.  .............    2,734,923
                (Textiles & Apparel)
    19,000    Peugeot S.A.  ....................    2,595,555
                (Automobile Manufacturing)        -----------
                                                    7,815,001
                                                  -----------
              Germany--1.7%
     7,000    Volkswagen A.G.  .................    2,272,059
                (Automobile Manufacturing)        -----------
              Italy--0.7%
   890,000    Bca Fideuram S.P.A.  .............      992,565
                (Financial Services)              -----------
              Japan--5.9%
   263,000    Hitachi Ltd.  ....................    2,857,545
                (Electrical Equipment)
   165,000    Matsushita Electric Industrial        2,523,139
                Co., Ltd. .
                (Electrical Equipment)
    51,000    Sony Corp.  ......................    2,637,223
                (Electronics)                     -----------
                                                    8,017,907
                                                  -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-48

<PAGE>
                THE PRUDENTIAL         INTERNATIONAL STOCK FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
<C>           <S>                                 <C>
- -------------------------------------------------------------
              Netherlands--11.3%
    20,000    AKZO N.V.  .......................  $ 2,400,650
                (Chemicals)
    30,000    Gamma Holding N.V.  ..............    1,349,663
                (Textiles & Apparel)
    52,000    Internationale - Nederlanden Groep    3,018,495
                N.V. .
                (Insurance)
    77,000    KLM Royal Dutch Airlines  ........    2,699,138
                (Airline/Military Technology)
    65,000    Knp Bt (kon) Nv  .................    1,929,205
                (Forestry & Paper)
    84,000    Pakhoed Holdings N.V.  ...........    2,461,635
                (Energy Equipment & Services)
    63,000    Stork N.V.  ......................    1,574,606
                (Machinery & Engineering)         -----------
                                                   15,433,392
                                                  -----------
              New Zealand--3.6%
   700,000    Fisher & Paykel Industries Ltd.       2,165,471
                 ...............................
                (Consumer Durable Goods)
 1,320,000    Lion Nathan Ltd.  ................    2,762,851
                (Beverages & Tobacco)             -----------
                                                    4,928,322
                                                  -----------
              Norway--7.5%
   195,000    Aker A.S.  .......................    2,827,438
                (Multi-Industry)
   101,000    Hafslund Nycomed A.S.  ...........    2,623,168
                (Health & Personal Care)
    65,000    Orkla A.S.  ......................    2,899,936
                (Food & Household Products)
   127,900    Unitor Shipping Service, A.S.  ...    1,956,405
                (Business & Public Services)      -----------
                                                   10,306,947
                                                  -----------
                                                        Value
Shares                   Description                 (Note 1)
- -------------------------------------------------------------
              South Korea--7.4%
    85,000    Korea Zinc  ......................  $ 2,135,512
                (Metals - Non Ferrous)
    30,575    Lucky Development Co.  ...........      704,475
                (Construction & Housing)
     4,500    Pohang Iron & Steel Co., Ltd.  ...      388,375
                (Metals - Steel)
    13,134    Samsung Electronics Co., Ltd.  ...    2,829,572
                (Manufacturing)
     2,599    Samsung Electronics Co., Ltd., new
                shares..........................      556,542
              (Manufacturing)
    35,000    Sam Yang Co.  ....................    1,298,490
                (Misc. Materials & Commodities)
    60,020    Tong Yang Cement Corp.  ..........    2,117,342
                (Construction & Housing)          -----------
                                                   10,030,308
                                                  -----------
              Spain--5.9%
    87,000    Banco Bilbao Vizcaya  ............    2,678,116
                (Commercial Banking)
    21,000    Banco de Andalucia  ..............    2,726,963
                (Commercial Banking)
   355,000    Iberdrola  .......................    2,685,974
                (Utilities)                       -----------
                                                    8,091,053
                                                  -----------
              Sweden--7.5%
    47,000    Electrolux AB  ...................    2,245,708
                (Appliances)
    95,000    Pharmacia AB  ....................    2,854,971
                (Commercial Banking)
   132,000    SKF International AB  ............    2,910,967
                (Consumer Goods)
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-49

<PAGE>
                THE PRUDENTIAL         INTERNATIONAL STOCK FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
 
<TABLE>
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
<C>           <S>                                 <C>
- -------------------------------------------------------------
              Sweden, cont'd.
    90,000    Volvo AB  ........................  $ 2,205,278
                (Automobile Manufacturing)        -----------
                                                   10,216,924
                                                  -----------
              Switzerland--11.0%
     4,100    Ciba-Geigy Ltd.  .................    3,284,256
                (Chemicals)
     3,500    Hero  ............................    1,680,363
                (Food & Household Products)
    11,000    Merkur Holding AG  ...............    2,531,142
                (Merchandising)
     4,000    SMH-Swiss Corp. for
                Microelectronics and Watchmaking
                Industries Ltd..................    2,595,156
              (Electronics)
     4,500    Sulzer Brothers Ltd.  ............    2,608,131
                (Machinery & Engineering)
     8,500    Zurich Insurance Co.  ............    2,382,353
                (Insurance)                       -----------
                                                   15,081,401
                                                  -----------
              United Kingdom--9.6%
   270,076    Allied-Domecq PLC  ...............    2,293,666
                (Beverages & Tobacco)
                                                        Value
Shares                   Description                 (Note 1)
- -------------------------------------------------------------
   445,000    Lloyds Abbey Life PLC  ...........  $ 3,173,557
                (Insurance)
   210,000    National Westminster Bank PLC  ...    2,105,613
                (Commercial Banking)
   385,000    Takare  ..........................    1,363,888
                (Commercial Banking)
   470,000    Tesco PLC  .......................    2,319,116
                (Food & Household Products)
   196,000    Whitbread PLC  ...................    1,900,144
                (Beverages & Tobacco)             -----------
                                                   13,155,984
                                                  -----------
              Total common stocks
              (cost $111,841,426)...............  129,156,985
                                                  -----------
Principal
  Amount
  (000)       SHORT-TERM INVESTMENT
- ----------
              Repurchase Agreement--6.0%
$    8,175    Joint Repurchase Agreement
                Account,
              6.39%, 10/2/95 (Note 5)
              (cost $8,175,000).................    8,175,000
                                                  -----------
              Total Investments--100.5%
              (cost $120,016,426; Note 4).......  137,331,985
              Liabilities in excess of other
                assets--(0.5%)..................     (646,763)
                                                  -----------
              Net Assets--100%..................  $136,685,222
                                                  -----------
                                                  -----------
</TABLE>
- ---------------
ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                      B-50
 

<PAGE>
                THE PRUDENTIAL        ACTIVE BALANCED FUND
(LOGO)          INSTITUTIONAL         PORTFOLIO OF INVESTMENTS
                FUND                  SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS--80.9%
            Common Stocks--47.3%
            Aerospace/Defense--0.5%
  10,500    Boeing Co..........................  $   716,625
                                                 -----------
            Airlines--1.4%
  12,100    Delta Airlines, Inc................      837,925
   6,300    UAL Corp...........................    1,076,513
                                                 -----------
                                                   1,914,438
                                                 -----------
            Automobiles & Trucks--1.8%
  51,600    General Motors Corp................    2,418,750
                                                 -----------
            Banking--2.8%
  38,400    Boatmen's Bancshares...............    1,420,800
   9,300    Chemical Banking Corp..............      566,138
  17,800    Fleet Financial Group, Inc.........      671,950
 102,300    Hibernia Corp......................    1,035,787
                                                 -----------
                                                   3,694,675
                                                 -----------
            Capital Goods--0.7%
  20,900    Duracell International, Inc........      937,888
                                                 -----------
            Chemicals--0.8%
  41,600    Dexter Corp........................    1,060,800
                                                 -----------
            Commercial Services--1.5%
  19,850    CUC International, Inc.(a).........      692,269
  30,900    York International Corp............    1,301,662
                                                 -----------
                                                   1,993,931
                                                 -----------
            Computer Software & Services--0.4%
   6,800    Novell, Inc.(a)....................      124,100
  13,700    Symbol Technologies, Inc.(a).......      453,812
                                                 -----------
                                                     577,912
                                                 -----------

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
            Diversified Gas--0.3%
  10,300    Coastal Corp.......................  $   346,338
                                                 -----------
            Drugs & Medical Supplies--0.9%
            Smith Kline Beecham PLC (ADR)
  17,700      (United Kingdom).................      896,063
  19,600    Vertex Pharmaceuticals, Inc........      367,500
                                                 -----------
                                                   1,263,563
                                                 -----------
            Electronics--3.1%
  22,000    Hewlett-Packard Co.................    1,834,250
  22,700    Intel Corp.........................    1,364,837
  24,700    International Rectifier Corp.(a)...      994,175
                                                 -----------
                                                   4,193,262
                                                 -----------
            Financial Services--0.5%
  13,000    The PMI Group Inc..................      615,875
                                                 -----------
            Forest Products--0.9%
  13,900    Georgia Pacific Corp...............    1,216,250
                                                 -----------
            Insurance--2.8%
   8,000    Aetna Life & Casualty Co...........      587,000
  30,700    CIGNA Corp.........................    3,196,637
                                                 -----------
                                                   3,783,637
                                                 -----------
            Leisure--0.6%
  37,200    Brunswick Corp.....................      753,300
                                                 -----------
            Lodging--1.2%
  24,500    Hilton Hotels Corp.................    1,564,938
                                                 -----------
            Machinery--0.6%
  23,547    Harnischfeger Industries, Inc......      785,881
                                                 -----------
            Media--5.5%
  17,700    Dow Jones & Co., Inc...............      652,688
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-51

<PAGE>
                THE PRUDENTIAL         ACTIVE BALANCED FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Media, cont'd.
  13,800    Dun & Bradstreet Corp..............  $   798,675
  11,900    McGraw-Hill, Inc...................      972,825
            News Corp. Ltd. (ADR)
  35,400      (Australia)......................      778,800
  71,800    New York Times Co..................    1,965,525
  10,300    Omnicom Group......................      670,787
   8,100    Scholastic Corp.(a)................      508,275
  14,700    Tribune Co.........................      975,712
                                                 -----------
                                                   7,323,287
                                                 -----------
            Mineral Resources--1.5%
  47,974    Newmont Mining Corp................    2,038,895
                                                 -----------
            Miscellaneous Basic Industry--6.4%
  62,900    Avalon Properties, Inc.............    1,281,587
  20,200    Champion International Corp........    1,088,275
  11,200    ITT Corp...........................    1,388,800
  26,400    Mead Corp..........................    1,547,700
  25,300    Reynolds Metals Co.................    1,461,075
   8,500    United Technologies Corp...........      751,188
  40,000    Wellman Inc........................      980,000
                                                 -----------
                                                   8,498,625
                                                 -----------
            Miscellaneous Consumer Growth--0.4%
   8,600    Eastman Kodak Co...................      509,550
                                                 -----------
            Office Equipment & Supplies--2.0%
  41,200    Apple Computer, Inc................    1,534,700
   9,300    Compaq Computer Corp.(a)...........      449,887
   5,000    Xerox Corp.........................      671,875
                                                 -----------
                                                   2,656,462
                                                 -----------
            Petroleum--0.5%
  15,700    Tenneco, Inc.......................      726,125
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Petroleum Services--1.4%
  18,500    Anadarko Petroleum Corp............  $   876,438
  43,400    Dresser Industries, Inc............    1,036,175
                                                 -----------
                                                   1,912,613
                                                 -----------
            Railroads--1.4%
  10,901    Southern Pacific Rail Corp.(a).....      264,349
  24,400    Union Pacific Corp.................    1,616,500
                                                 -----------
                                                   1,880,849
                                                 -----------
            Retail--1.5%
   9,800    Harcourt General, Inc..............      410,375
  84,000    Limited, Inc.......................    1,596,000
                                                 -----------
                                                   2,006,375
                                                 -----------
            Steel--0.3%
  12,300    USX Corp. - U.S. Steel Group.......      381,300
                                                 -----------
            Technology--1.8%
  19,700    Adobe Systems, Inc.................    1,019,475
   8,605    Chiron Corp.(a)....................      778,753
  30,600    Pyxis Corp.(a).....................      592,875
                                                 -----------
                                                   2,391,103
                                                 -----------
            Telecommunications--2.8%
  78,300    MCI Communications Corp............    2,040,694
  17,300    QUALCOMM Inc.(a)...................      793,637
            Vodafone Group PLC (ADR) (United
  20,600      Kingdom).........................      844,600
                                                 -----------
                                                   3,678,931
                                                 -----------
            Trucking & Shipping--1.0%
  50,700    Ryder System, Inc..................    1,286,513
                                                 -----------
            Total common stocks
            (cost $52,575,805).................   63,128,691
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-52

<PAGE>
                THE PRUDENTIAL         ACTIVE BALANCED FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
 
<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                <C>
- ------------------------------------------------------------
             DEBT OBLIGATIONS--33.6%
             U. S. Government Securities
             United States Treasury Notes,
 $ 3,015     8.875%, 11/15/98.................  $  3,263,255
   5,510     7.50%, 11/15/01..................     5,900,879
  17,435     6.25%, 2/15/03...................    17,532,985
  14,750     5.75%, 8/15/03...................    14,351,308
             United States Treasury Bonds,
   3,230     7.875%, 2/15/21..................     3,703,905
                                                ------------
             Total debt obligations
             (cost $43,190,765)...............    44,752,332
                                                ------------
             Total long-term investments
             (cost $95,766,570)...............   107,881,023
                                                ------------
             SHORT-TERM INVESTMENTS
             Repurchase Agreement--19.2%
  25,625     Joint Repurchase Agreement Account,
             6.39%, 10/2/95 (Note 5)
               (cost $25,625,000).............    25,625,000
                                                ------------
             Total Investments--100.1%
             (cost $121,391,570; Note 4)......   133,506,023
             Liabilities in excess of other
               assets--(0.1%).................      (154,136)
                                                ------------
             Net Assets--100%.................  $133,351,887
                                                ------------
                                                ------------
</TABLE>
- ---------------
(a) Non-income producing security.
ADR--American Depository Receipt.


     See Notes to Financial Statements.
                                      B-53

<PAGE>
                THE PRUDENTIAL         BALANCED FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS--89.7%
            Common Stocks--45.7%
            Aerospace/Defense--0.5%
  15,100    Martin Marietta Corp...............  $   296,338
   2,100    Rockwell International Corp........       99,225
                                                 -----------
                                                     395,563
                                                 -----------
            Automobiles & Trucks--1.3%
   4,700    Allied Signal Automotive, Inc......      207,387
   5,000    Danaher Corp.......................      163,750
            General Motors Corp.
   4,000    Class E............................      182,000
  10,000    Class H............................      410,000
   3,700    Modine Manufacturing Co............      105,450
                                                 -----------
                                                   1,068,587
                                                 -----------
            Banking--2.8%
   7,400    Bank of Boston Corp................      352,425
  16,800    Bank of New York, Inc..............      781,200
   1,900    First Chicago Corp.................      130,387
   2,700    First Interstate Bank Corp.........      272,025
  23,600    Norwest Corp.......................      772,900
                                                 -----------
                                                   2,308,937
                                                 -----------
            Building Materials & Components--0.3%
   9,000    USG Corp.(a).......................      252,000
                                                 -----------
            Capital Goods--0.6%
            Fisher Scientific International,
  15,000      Inc..............................      485,625
                                                 -----------
            Chemicals--3.9%
   7,000    Agrium, Inc........................      256,845
   2,000    Air Products & Chemicals, Inc......      104,250
  10,400    Cytec Industries, Inc.(a)..........      601,900

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
   8,000    duPont (E.I.) de Nemours & Co......  $   550,000
   3,000    Eastman Chemical Co................      192,000
   9,000    Grace (W.R.) & Co..................      600,750
            Imperial Chemical Inds. (ADR)
   8,000      (United Kingdom).................      406,000
   6,600    Olin Corp..........................      453,750
                                                 -----------
                                                   3,165,495
                                                 -----------
            Chemical-Specialty--1.0%
   7,500    Hanna (M.A.) Co....................      197,812
  10,600    Mississippi Chemical Corp..........      222,600
   3,100    OM Group, Inc......................       94,163
  36,100    Uniroyal Chemical Corp.(a).........      324,900
                                                 -----------
                                                     839,475
                                                 -----------
            Commercial Services--0.6%
  11,000    York International Corp............      463,375
                                                 -----------
            Computer Software & Services--0.5%
   6,000    Automatic Data Processing, Inc.....      408,750
                                                 -----------
            Construction--0.5%
  32,000    Giant Cement Holding Inc.(a).......      388,000
                                                 -----------
            Consumer Goods--1.6%
  13,000    Ethan Allen Interiors, Inc.(a).....      279,500
  13,000    Libbey, Inc........................      310,375
  16,000    Owens Corning Fiberglas Corp.(a)...      714,000
                                                 -----------
                                                   1,303,875
                                                 -----------
            Drugs & Medical Supplies--1.8%
  10,100    Baxter International Inc...........      415,362
   8,000    Schering-Plough Corp...............      412,000
  30,000    Whitman Corp.......................      618,750
                                                 -----------
                                                   1,446,112
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-54

<PAGE>
                THE PRUDENTIAL         BALANCED FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Electrical Equipment--0.9%
  14,000    Anixter International Inc.(a)......  $   579,250
   6,800    UCAR International Inc.(a).........      185,300
                                                 -----------
                                                     764,550
                                                 -----------
            Electronics--1.0%
   6,000    Emerson Electric Co................      429,000
   7,200    Oak Industries, Inc.(a)............      216,900
   2,500    Sundstrand Corp....................      161,875
                                                 -----------
                                                     807,775
                                                 -----------
            Financial Services--1.6%
  12,400    Dean Witter Discover & Co..........      697,500
  10,500    Equitable Companies, Inc...........      388,500
   4,700    Finova Group, Inc..................      209,150
                                                 -----------
                                                   1,295,150
                                                 -----------
            Food & Beverage--0.1%
   4,000    Sbarro, Inc........................       92,000
                                                 -----------
            Forest Products--0.4%
   7,000    Pentair, Inc.......................      315,000
                                                 -----------
            Freight Transportation--0.3%
   9,000    Pittston Services Group............      244,125
                                                 -----------
            Furniture
   1,900    INTERCO Inc.(a)....................       14,963
                                                 -----------
            Gas Pipelines--1.9%
  19,400    Cabot Oil & Gas Corp...............      264,325
  12,900    Enron Corp.........................      280,575
  15,700    Mesa, Inc.(a)......................       74,575

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
  11,000    Parker & Parsley Petroleum Co......  $   220,000
   6,700    Seagull Energy Corp.(a)............      135,675
  20,000    Total S.A. (ADR) (France)..........      602,500
                                                 -----------
                                                   1,577,650
                                                 -----------
            Health Care--0.3%
  10,000    Quorum Health Group(a).............      226,250
                                                 -----------
            Hospital Management--1.3%
  10,400    Columbia Healthcare Corp...........      505,700
  33,000    Tenet Healthcare Corp.(a)..........      573,375
                                                 -----------
                                                   1,079,075
                                                 -----------
            Insurance--3.7%
   7,300    Emphesys Financial Group, Inc......      271,013
   7,000    John Alden Financial Corp..........      158,375
   3,900    NAC Re Corp........................      141,375
   9,700    National Re Corp...................      343,137
  16,000    Penncorp Financial Group, Inc......      382,000
            Reinsurance Group of America,
  17,200      Inc..............................      606,300
  15,000    TIG Holdings, Inc..................      403,125
   6,000    Travelers, Inc.....................      318,750
  28,900    Western National Corp..............      397,375
                                                 -----------
                                                   3,021,450
                                                 -----------
            Machinery--1.5%
            Gardner Denver Machinery,
  26,000      Inc.(a)..........................      442,000
  10,000    IDEX Corp..........................      357,500
  17,100    United Dominion Inds...............      412,537
                                                 -----------
                                                   1,212,037
                                                 -----------
            Manufacturing--0.2%
   4,500    Parker-Hannifin Corp...............      171,000
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-55

<PAGE>
                THE PRUDENTIAL         BALANCED FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Media--2.2%
  10,000    Comcast Corp.......................  $   198,750
  14,900    Cox Communications, Inc.(a)........      301,725
   9,400    Gannett, Inc.......................      513,475
            News Corp. Ltd. (ADR)
   6,000      (Australia)......................      119,250
  10,000    Time Warner, Inc...................      397,500
   9,437    Times Mirror Co....................      271,314
                                                 -----------
                                                   1,802,014
                                                 -----------
            Medical Technology--0.3%
   8,200    Guidant Corp.......................      239,850
                                                 -----------
            Mineral Resources--0.5%
  23,500    INDRESCO, Inc.(a)..................      420,063
                                                 -----------
            Miscellaneous Basic Industry--4.5%
  21,100    ADT Ltd.(a)........................      290,125
  15,600    Belden, Inc........................      409,500
   6,900    Crane Co...........................      238,050
  19,500    Ferro Corp.........................      485,062
   7,000    FMC Corp.(a).......................      532,000
   9,000    Illinois Tool Works, Inc...........      529,875
  17,960    Mark IV Industries, Inc............      399,610
  10,000    Tyco International Ltd.............      630,000
   2,500    United Technologies Corp...........      220,938
                                                 -----------
                                                   3,735,160
                                                 -----------
            Office Equipment & Supplies--0.6%
  12,100    Honeywell, Inc.....................      518,788
                                                 -----------
            Oil & Gas-Equipment & Services--0.8%
  20,700    Frontier Corp......................      551,138
   5,400    Vintage Petroleum, Inc.............      113,400
                                                 -----------
                                                     664,538
                                                 -----------

<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Petroleum--1.2%
  30,000    Cross Timbers Oil Co...............  $   427,500
  18,000    Occidental Petroleum Corp..........      396,000
            Santa Fe Energy Resources,
  15,000      Inc.(a)..........................      142,500
                                                 -----------
                                                     966,000
                                                 -----------
            Petroleum Services--0.5%
  33,300    Oryx Energy Co.....................      432,900
                                                 -----------
            Publishing--0.3%
  17,000    American Publishing Co., Class A...      212,500
                                                 -----------
            Railroads--1.5%
   6,400    Burlington Northern Inc............      464,000
   8,900    Illinois Central Corp..............      348,212
   7,000    Union Pacific Corp.................      463,750
                                                 -----------
                                                   1,275,962
                                                 -----------
            Restaurants--0.1%
   4,300    Shoney's Inc.(a)...................       47,300
                                                 -----------
            Retail--1.4%
  50,000    Best Products, Inc.(a).............      425,000
  12,000    Dillard Department Stores, Inc.....      382,500
   4,900    Eckerd Corp.(a)....................      196,000
   4,100    Harcourt General, Inc..............      171,687
                                                 -----------
                                                   1,175,187
                                                 -----------
            Rubber--0.4%
   9,000    Goodyear Tire & Rubber Co..........      354,375
                                                 -----------
            Steel--0.1%
   3,000    Carpenter Technology Corp..........      117,375
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-56

<PAGE>
                THE PRUDENTIAL        BALANCED FUND
(LOGO)          INSTITUTIONAL         PORTFOLIO OF INVESTMENTS
                FUND                  SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Technology--0.8%
  14,500    Coltec Inds., Inc.(a)..............  $   174,000
  10,400    Litton Industries Inc.(a)..........      452,400
                                                 -----------
                                                     626,400
                                                 -----------
            Telecommunications--1.5%
  20,900    MCI Communications Corp............      544,706
  36,500    Tele Communications, Inc.(a).......      706,275
                                                 -----------
                                                   1,250,981
                                                 -----------
            Utility-Communications--0.4%
   9,100    AirTouch Communications(a).........      278,688
     600    WorldCom Inc.(a)...................       19,275
                                                 -----------
                                                     297,963
                                                 -----------
            Total common stocks
            (cost $31,721,047).................   37,484,175
                                                 -----------
 
Principal
 Amount
 (000)      DEBT OBLIGATIONS--44.0%
- --------
            Asset Backed Securities--0.5%
            Standard Credit Card Master Trust
              I,
            Series 1995 Class - A1
$    400    8.25%, 1/7/07 (cost $444,938)......      438,872
                                                 -----------
            Corporate Bonds--7.2%
            African Development Bank,
     400    7.70%, 7/15/02.....................      424,732
            (Banking)
            American General Finance Corp.,
     400    7.25%, 5/15/05.....................      412,132
            (Financial Services)
            Comdisco Inc.,
     300    6.50%, 6/15/00.....................      296,730
            (Commercial Services)
</TABLE>
 
<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                 <C>
- ------------------------------------------------------------
             Consolidated Edison Co., Inc.,
$    300     6.625%, 2/1/02....................  $   299,175
             (Utilities)
             Detroit Edison Co.,
     350     6.34%, 3/15/00....................      346,038
             (Utilities)
             Federal Express Corp.,
     350     10.00%, 9/1/98....................      381,836
             (Shipping)
             Ford Motor Credit Co.,
     400     9.375%, 12/15/97..................      424,116
             (Financial Services)
             General Electric Capital Corp.,
     400     8.75%, 11/26/96...................      411,024
             (Financial Services)
             General Motors Acceptance Corp.,
     400     9.625%, 5/15/00...................      447,896
             (Financial Services)
             Greyhound Financial Corp.,
     100     8.50%, 5/1/98.....................      104,629
             (Financial Services)
             Hanson PLC.,
     400     7.375%, 1/15/03...................      413,828
             (Industrial) (United Kingdom)
             International Lease Finance Corp.,
     200     5.50%, 4/1/97.....................      197,634
             (Financial Services)
             Lehman Brothers, Inc.,
     200     7.125%, 7/15/02...................      198,082
             (Financial Services)
             Norwest Corp.,
     300     7.125%, 4/1/00....................      307,899
             (Banking)
             Salomon, Inc.,
     200     8.64%, 2/27/98....................      207,340
             (Financial Services)
</TABLE>
                                         See Notes to Financial Statements.
                                      B-57

<PAGE>
                THE PRUDENTIAL         BALANCED FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
- ------------------------------------------------------------
<C>          <S>                                 <C>
             Corporate Bonds, cont'd.
             Sears Roebuck & Co.,
$    100     9.48%, 7/24/01....................  $   113,359
             (Retail)
             Sears Roebuck Acceptance Corp.,
     300     6.75%, 9/15/05....................      297,726
             (Financial Services)
             Texas Utilities Co.,
     300     6.375%, 8/1/97....................      299,787
             (Utilities)
             Union Oil Co.,
     300     7.75%, 4/20/05....................      316,758
                                                 -----------
             (Petroleum)
             Total corporate bonds
             (cost $5,852,940).................    5,900,721
                                                 -----------
             U. S. Government Securities--36.3%
             United States Treasury Bonds,
   1,600     10.75%, 8/15/05...................    2,120,256
   6,300     11.25%, 2/15/15...................    9,473,625
             United States Treasury Notes,
   3,700     6.00%, 11/30/97...................    3,709,250
     400     5.625%, 1/31/98...................      397,688
   4,325     9.00%, 5/15/98....................    4,644,661
   5,500     6.375%, 1/15/99...................    5,565,285
   2,000     7.50%, 10/31/99...................    2,105,940

<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
- ------------------------------------------------------------
<C>          <S>                                 <C>
             United States Treasury Notes,
$    150     7.75%, 11/30/99...................  $   159,421
   1,100     6.375%, 8/15/02...................    1,116,324
     500     7.25%, 8/15/04....................      534,610
                                                 -----------
             Total U. S. Government Securities
               (cost $29,249,979)..............   29,827,060
                                                 -----------
             Total debt obligations
               (cost $35,547,857)..............   36,166,653
                                                 -----------
             Total long-term investments
               (cost $67,268,904)..............   73,650,828
                                                 -----------
             SHORT-TERM INVESTMENT
             Repurchase Agreement--8.9%
   7,338     Joint Repurchase Agreement
               Account,
             6.39%, 10/2/95 (Note 5)
               (cost $7,338,000)...............    7,338,000
                                                 -----------
             Total Investments--98.6%
             (cost $74,606,904; Note 4)........   80,988,828
             Other assets in excess of
             liabilities--1.4%.................    1,121,118
                                                 -----------
             Net Assets--100%..................  $82,109,946
                                                 -----------
                                                 -----------
</TABLE>
 
- ---------------
(a) Non-income producing security.
ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                      B-58

<PAGE>
                THE PRUDENTIAL         INCOME FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              LONG-TERM INVESTMENTS--95.9%
              Asset Backed Securities--4.0%
              Nationsbank Credit Card Trust,
$      500    Series 1995-1, 6.45%, 4/15/03....  $    501,875
              Prime Credit Card
       500    Series 1995-1, 6.75%, 11/15/05...       500,000
              Standard Credit Card Trust,
       500    Series 1994-4, 8.25%, 11/07/03...       541,090
       500    Series 1995-1, 8.25%, 1/07/07....       548,590
                                                 ------------
              Total asset backed securities
              (cost $2,084,823)................     2,091,555
                                                 ------------
              Corporate Bonds--23.9%
              African Development Bank,
       500    7.75%, 12/15/01..................       529,150
              (Financial Services)
              American General Finance Corp.,
       500    7.25%, 5/15/05...................       515,165
              (Financial Services)
              Associates Corp. of North
                America,
                (Financial Services)
       500    6.625%, 6/15/05..................       493,845
       400    7.25%, 5/15/98...................       409,296
              Columbia Healthcare Corp,
       500    7.58%, 9/15/25...................       512,500
              (Hospital Management)
              Comdisco Inc.,
       500    6.50%, 6/15/00...................       494,550
              (Commercial Services)
              Detroit Edison Co.,
       500    6.34%, 3/15/00...................       494,340
              (Utilities)
              Digital Equipment Corp.,
       250    7.125%, 10/15/02.................       243,505
              (Electronics)
              Dresdner Bank AG,
       500    7.25%, 9/15/15...................       501,040
              (Banking) (Germany)
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
<C>           <S>                                <C>
              Equity Lord Realty Corp.,
$      300    10.50%, 12/30/97.................  $    316,875
              (Real Estate)
              Federal Express Corp.,
       500    10.00%, 9/01/98..................       545,480
              (Shipping)
              General Electric Capital Corp.,
       500    7.95%, 2/02/98...................       518,360
              (Financial Services)
              General Motors Acceptance Corp.,
       350    8.00%, 4/10/97...................       358,981
              (Financial Services)
              Grand Metropolitan Investment
                Corp.,
       800    Zero Coupon, 1/06/04.............       454,656
              (Financial Services) (United Kingdom)
              Household Finance Corp.,
     1,000    6.375%, 6/30/00..................       993,560
              (Financial Services)
              Hydro Quebec,
       500    8.00%, 2/01/13...................       525,450
              (Utilities) (Canada)
              IC Industries Financial Corp.,
       705    8.00%, 7/01/96...................       714,166
              (Financial Services)
              Intermediate American Development
                Bank,
       435    8.50%, 3/15/11...................       501,046
              (Banking)
              International Lease Finance
                Corp.,
       300    5.50%, 4/01/97...................       296,451
              (Financial Services)
              Lehman Brothers Holdings, Inc.,
       400    7.625%, 7/15/99..................       409,120
              (Financial Services)
              Petroliam Nasional Berhad,
       500    7.75%, 8/15/15...................       511,100
              (Petroleum)
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-59
<PAGE>
                THE PRUDENTIAL       INCOME FUND
(LOGO)          INSTITUTIONAL        PORTFOLIO OF INVESTMENTS
                FUND                 SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              Corporate Bonds, cont'd.
              Salomon, Inc.,
$      400    8.64%, 2/27/98...................  $    414,680
              (Financial Services)
              Sears Roebuck Acceptance Corp.,
       500    6.75%, 9/15/05...................       496,210
              (Financial Services)
              SunAmerica, Inc.,
       275    6.58%, 1/15/02...................       270,281
              (Insurance)
              Tenneco Credit Corp.,
       400    10.125%, 12/01/97................       428,396
              (Financial Services)
              Time Warner Inc.,
       300    9.15%, 2/01/23...................       325,533
              (Media)
              Union Bank Finland, Ltd.,
       250    5.25%, 6/15/96...................       247,670
                                                 ------------
              (Banking) (Finland)
              Total corporate bonds
              (cost $12,342,321)...............    12,521,406
                                                 ------------
              Foreign Government Obligations--1.9%
              New Zealand Government Bond,
       500    10.50%, 7/16/00..................       541,721
              Province of Quebec,
       400    9.00%, 5/08/01...................       438,952
                                                 ------------
              Total foreign government
                obligations
              (cost $1,015,099)................       980,673
                                                 ------------
              U.S. Government and Agency Securities--66.1%
              Federal Home Loan Mortgage Corp.,
       802    7.00%, 7/01/08...................       804,823
       500    7.00%, 8/15/23...................       486,405

<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              Federal National Mortgage Assn.,
$      500    6.50%, 2/25/24...................  $    463,905
     1,000(a) 6.50%, 15 yr.....................       986,250
     1,000(a) 6.50%, 30 yr.....................       964,370
     2,268    7.00%, 9/25/23 - 7/01/24.........     2,236,387
     2,000(a) 7.50%, 30 yr.....................     2,012,500
     1,444    8.00%, 9/01/09 - 7/01/24.........     1,478,962
     1,493    9.50%, 1/01/25 - 3/01/25.........     1,577,843
              Government National Mortgage
                Assn.,
       843    7.00%, 2/15/09...................       849,303
     2,441(b) 7.00%, 30 yr.....................     2,413,594
       697    7.50%, 12/15/22 - 7/15/23........       707,019
     1,261    9.00%, 9/15/19 - 7/15/21.........     1,336,782
              Tennessee Valley Authority,
       600    7.25%, 7/15/43...................       590,646
              United States Treasury Bonds,
       200    7.625%, 2/15/25..................       226,468
       450    9.00%, 11/15/18..................       573,327
       200    9.25%, 2/15/16...................       257,406
     1,000    10.75%, 8/15/05..................     1,325,160
     1,350    12.00%, 8/15/13..................     1,986,403
              United States Treasury Notes,
     3,350    5.25%, 7/31/98...................     3,292,414
       650    5.625%, 1/31/98..................       646,243
     1,500    5.75%, 10/31/97..................     1,496,955
       500    5.875%, 3/31/99..................       498,670
       600    6.25%, 2/15/03...................       603,372
       150    6.375%, 8/15/02..................       152,226
     2,400    6.375%, 1/15/99..................     2,428,488
     2,100    8.625%, 8/15/97..................     2,202,375
              United States Treasury Strips,
     1,500    Zero Coupon, 2/15/08.............       676,680
     2,000    Zero Coupon, 8/15/08.............       870,400
       700    Zero Coupon, 8/15/11.............       244,657
       500    Zero Coupon, 11/15/11............       171,485
                                                 ------------
              Total U.S. government and
                agency securities
              (cost $33,818,383)...............    34,561,518
                                                 ------------
</TABLE>
                                         See Notes to Financial Statements.
                                      B-60

<PAGE>
                THE PRUDENTIAL         INCOME FUND
(LOGO)          INSTITUTIONAL          PORTFOLIO OF INVESTMENTS
                FUND                   SEPTEMBER 30, 1995
 
<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
<C>           <S>                                <C>
              Total long-term investments
              (cost $49,260,626)...............  $ 50,155,152
                                                 ------------
              SHORT-TERM INVESTMENT
              Repurchase Agreement--14.3%
              Joint Repurchase Agreement
$    7,478      Account,
              6.39%, 10/2/95 (Note 5)
              (cost $7,478,000)................     7,478,000
                                                 ------------
              Total Investments--110.2%
              (cost $56,738,626; Note 4).......    57,633,152
              Liabilities in excess of other
              assets--(10.2%)..................    (5,335,785)
                                                 ------------
              Net Assets--100%.................  $ 52,297,367
                                                 ------------
                                                 ------------
</TABLE>
 
- ---------------
(a) Mortgage dollar roll, see Note 1.
(b) $2,000,000 of principal amount is a mortgage dollar roll, see Note 1.

                                         See Notes to Financial Statements.
                                      B-61

<PAGE>
                THE PRUDENTIAL           MONEY MARKET FUND
(LOGO)          INSTITUTIONAL            PORTFOLIO OF INVESTMENTS
                FUND                     SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              BANK HOLDING PAPER--4.8%
              Bank of New York, Inc.,
              5.87%, 10/27/95
$    2,800    (amortized cost $2,788,129)......  $  2,788,129
                                                 ------------
              COMMERCIAL PAPER -
                DOMESTIC--36.6%
              Aristar, Inc.,
     2,000    5.80%, 10/17/95..................     1,994,844
       800    5.82%, 10/19/95..................       797,672
              Caterpillar Financial Services
                N.V.,
       489    5.67%, 11/21/95..................       485,072
              Chrysler Financial Corp.,
       400    5.85%, 10/27/95..................       398,310
              Countrywide Funding Corp.,
     2,050    5.80%, 10/31/95..................     2,040,092
              Dayton Hudson Corp.,
     2,800    5.78%, 10/25/95..................     2,789,211
              Finova Capital Corp.,
     2,100    5.83%, 10/11/95..................     2,096,599
       735    5.90%, 11/2/95...................       731,145
              Honeywell, Inc.,
       470    5.80%, 11/13/95..................       466,744
              IBM Credit Corp.,
     1,300    5.80%, 10/16/95..................     1,296,858
              ITT Corp.,
     2,100    5.83%, 10/3/95...................     2,099,320
       349    5.85%, 10/4/95...................       348,830
              Nike Inc.,
       988    6.75%, 10/2/95...................       987,815
              Nynex Corp.,
     2,800    6.80%, 10/2/95...................     2,799,471

<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
<C>           <S>                                <C>
              Public Service Elec. & Gas Co.,
$    1,150    5.78%, 10/17/95..................  $  1,147,046
              Smith Barney, Inc.,
       770    5.75%, 10/18/95..................       767,909
                                                 ------------
              Total commercial paper - domestic
              (amortized cost $21,246,938).....    21,246,938
                                                 ------------
              CORPORATE BONDS--12.6%
              Associates Corp. of North
                America,
       500    6.00%, 12/1/95...................       500,058
       400    4.50%, 2/15/96...................       397,922
     1,000    8.80%, 3/1/96....................     1,008,706
              Ford Motor Credit Corp.,
     1,000    8.25%, 5/15/96...................     1,013,983
       600    8.875%, 8/1/96...................       613,532
              General Electric Co.,
       840    7.875%, 5/1/96...................       849,202
              General Motors Acceptance Corp.,
       100    8.75%, 2/1/96....................       100,850
              Household Finance Corp.,
       900    9.375%, 2/15/96..................       908,981
              International Lease Finance
                Corp.,
       430    6.875%, 12/15/95.................       430,568
       375    6.625%, 6/1/96...................       376,208
              NationsBank Corp.,
       500    5.375%, 12/1/95..................       499,554
              Transamerica Finance Corp.,
       600    8.55%, 6/15/96...................       610,567
                                                 ------------
              Total corporate bonds
              (amortized cost $7,310,131)......     7,310,131
                                                 ------------
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-62

<PAGE>
                THE PRUDENTIAL          MONEY MARKET FUND
(LOGO)          INSTITUTIONAL           PORTFOLIO OF INVESTMENTS
                FUND                    SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              DEPOSIT NOTES--2.6%
              Society National Bank Cleveland,
$    1,000    6.70%, 4/15/96...................  $  1,004,941
       500    6.00%, 4/25/96...................       498,649
                                                 ------------
              Total deposit notes
              (amortized cost $1,503,590)......     1,503,590
                                                 ------------
              VARIABLE RATE OBLIGATIONS(a)--28.5%
              American Express Centurion Bank,
     1,000    6.26%, 10/2/95...................     1,000,245
              Bank One Columbus N.A.,
     2,700    6.08%, 10/2/95...................     2,698,150
              FCC National Bank,
     1,400    6.15%, 10/2/95...................     1,399,944
              Ford Motor Credit Corp.,
       200    6.14%, 12/18/95..................       200,233
              Goldman Sachs Group, L.P.,
     2,700    6.00%, 10/30/95..................     2,700,000
              IBM Credit Corp.,
     1,500    5.615%, 10/16/95.................     1,499,775
              John Deere Capital Corp.,
     1,000    6.095%, 10/23/95.................     1,001,783
              John Deere Owner Trust,
     1,460    5.8125%, 10/16/95................     1,460,089
              Key Bank New York,
     1,400    6.49%, 10/2/95...................     1,398,953
              Lehman Brothers, Inc.,
     1,000    6.11%, 10/24/95..................     1,000,000
              Merrill Lynch & Co., Inc.,
       500    5.885%, 10/2/95..................       500,000
              Money Market Auto Loan Trust,
       700    6.005%, 10/16/95.................       700,000
              Morgan Stanley Group, Inc.,
     1,000    6.00%, 11/15/95..................     1,000,000
                                                 ------------
              Total variable rate obligations
              (amortized cost $16,559,172).....    16,559,172
                                                 ------------
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              LOAN PARTICIPATIONS--4.8%
              Engelhard Corp.,
$      800    6.20%, 10/2/95...................  $    800,000
              General Electric Capital Corp.,
     2,000    6.00%, 10/2/95...................     2,000,000
                                                 ------------
              Total loan participations
              (amortized cost $2,800,000)......     2,800,000
                                                 ------------
              MEDIUM-TERM OBLIGATIONS--9.1%
              Associates Corp. of North
                America,
       100    4.68%, 3/29/96...................        99,143
              Deere & Co.,
     1,000    8.47%, 3/18/96...................     1,011,224
              Ford Motor Credit Corp.,
     1,000    5.15%, 3/15/96...................       993,295
              General Motors Acceptance Corp.,
     2,100    4.80%, 11/15/95..................     2,095,777
       570    4.75%, 2/14/96...................       567,268
              International Lease Finance
                Corp.,
       500    5.00%, 5/28/96...................       496,536
                                                 ------------
              Total medium-term obligations
              (amortized cost $5,263,243)......     5,263,243
                                                 ------------
              Total Investments--99.0%
              (amortized cost
                $57,471,203(b))................    57,471,203
              Other assets in excess of
                liabilities--1.0%..............       582,874
                                                 ------------
              Net Assets--100%.................  $ 58,054,077
                                                 ------------
                                                 ------------
</TABLE>
- ---------------
(a) For purposes of amortized cost valuation, the maturity
    date of these instruments is considered to be the next
    date on which the security can be redeemed at par or the
    next date on which the rate of interest is adjusted.
(b) The cost of securities for federal income tax purposes is
    substantially the same as for financial reporting
    purposes.
                                         See Notes to Financial Statements.
                                      B-63

<PAGE>
                THE PRUDENTIAL          MONEY MARKET FUND
(LOGO)          INSTITUTIONAL           PORTFOLIO OF INVESTMENTS
                FUND                    SEPTEMBER 30, 1995
 
The industry classification of portfolio holdings and other net
assets shown as a percentage of net assets as of September 30,
1995 were as follows:

<TABLE>
      <S>                                      <C>
      Personal Credit Institutions..........    20.1%
      Business Credit (Finance).............    11.6
      Bank Holding Co.......................    10.3
      Security Brokers & Dealers............    10.3
      Commercial Banks......................     9.1
      Financial Services....................     9.0
      Telecommunications....................     4.8
      Variety Store.........................     4.8
      Asset Backed..........................     3.7
      Mortgage Bankers......................     3.5
      Farm Machinery........................     3.5
      Equip. Rental & Leasing...............     2.2
      Electric Services.....................     2.0
      Footwear..............................     1.7
      Chemicals-Specialty...................     1.4
      Regulating Controls...................     1.0
      Other assets in excess of liabilities      1.0
                                               -----
                                               100.0%
                                               -----
                                               -----
</TABLE>
 
                                         See Notes to Financial Statements.
                                      B-64

<PAGE>
                THE PRUDENTIAL         STATEMENT OF ASSETS
(LOGO)          INSTITUTIONAL          AND LIABILITIES
                FUND                   SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                GROWTH         STOCK       INTERNATIONAL      ACTIVE                                     MONEY
                                STOCK          INDEX           STOCK         BALANCED      BALANCED       INCOME        MARKET
                                 FUND           FUND           FUND            FUND          FUND          FUND          FUND
<S>                          <C>            <C>            <C>             <C>            <C>           <C>           <C>
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Assets
Investments, at value
  (a)......................  $222,374,363   $ 96,471,101   $137,331,985    $133,506,023   $80,988,828   $57,633,152   $57,471,203
Cash.......................            --             --            184             417           872           897           440
Foreign currency, at value
  (cost $153,643)..........            --             --        153,891              --            --            --            --
Receivable for investments
  sold.....................     1,199,509      5,941,403           --           176,030     1,133,257            --            --
Interest and dividends
  receivable...............       162,987        206,021      404,440           641,767       685,304       563,134       386,072
Receivable for Fund shares
  sold.....................       789,547        361,069      323,593           191,349       207,730        58,336       227,193
Due from Manager...........            --          1,754           --                --            --         4,635            --
Deferred expenses and other
  assets...................        29,670         32,252       29,485            30,735        28,919        31,988        30,486
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total assets...........   224,556,076    103,013,600   138,243,578      134,546,321    83,044,910    58,292,142    58,115,394
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Liabilities
Payable for investments
  purchased................     2,555,583        872,222      987,689         1,013,369       667,995     5,934,375            --
Payable for Fund shares
  reacquired...............     1,286,353         85,455      314,389            46,984       155,532        11,863        34,386
Accrued expenses...........        77,378         70,888      148,784            51,045        44,922        42,870        16,633
Due to broker-variation
  margin...................            --         29,670           --                --            --            --            --
Management fee payable.....       107,403             --       92,756            68,472        57,582            --         3,953
Administration fee
  payable..................        23,965         10,799       14,738            14,564         8,933         5,667         6,345
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total liabilities......     4,050,682      1,069,034    1,558,356         1,194,434       934,964     5,994,775        61,317
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net Assets.................  $220,505,394   $101,944,566   $136,685,222    $133,351,887   $82,109,946   $52,297,367   $58,054,077
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net assets were comprised
  of:
Shares of beneficial
  interest, at par.........  $     13,604   $      7,169   $    8,964      $     10,703   $     6,576   $     5,238   $    58,054
Paid-in capital in excess
  of par...................   169,441,843     80,650,936   121,007,773      116,928,121    71,932,999    52,130,203    57,996,023
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                              169,455,447     80,658,105   121,016,737      116,938,824    71,939,575    52,135,441    58,054,077
Undistributed net
  investment income........            --      1,562,991    1,582,613         2,883,961     1,706,435            --            --
Accumulated net realized
  gain (loss) on
  investments..............    (3,016,003)     4,001,988   (3,235,336   )     1,414,649     2,082,012      (732,600)           --
Net unrealized appreciation
  (depreciation) on
  investments and foreign
  currencies...............    54,065,950     15,721,482   17,321,208        12,114,453     6,381,924       894,526            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net assets, September 30,
  1995.....................  $220,505,394   $101,944,566   $136,685,222    $133,351,887   $82,109,946   $52,297,367   $58,054,077
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Shares of beneficial
  interest issued and
  outstanding..............    13,604,202      7,168,801    8,964,457        10,703,173     6,575,791     5,237,904    58,054,077
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net asset value per
  share....................  $      16.21   $      14.22   $    15.25      $      12.46   $     12.49   $      9.98   $      1.00
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
(a) Identified cost........  $168,308,413   $ 80,942,844   $120,016,426    $121,391,570   $74,606,904   $56,738,626   $57,471,203
</TABLE>
     See Notes to Financial Statements.
                                      B-65

<PAGE>
                THE PRUDENTIAL          STATEMENT OF
(LOGO)          INSTITUTIONAL           OPERATIONS
                FUND                    YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
                                GROWTH         STOCK       INTERNATIONAL      ACTIVE                                     MONEY
                                STOCK          INDEX           STOCK         BALANCED      BALANCED       INCOME        MARKET
                                 FUND           FUND           FUND            FUND          FUND          FUND          FUND
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
<S>                          <C>            <C>            <C>             <C>            <C>           <C>           <C>
Net Investment Income
Income
  Interest.................  $    198,002   $    637,099   $  499,812      $  3,847,389   $ 2,407,512   $ 3,187,231   $ 3,128,647
  Dividends (a)............     1,190,186      1,623,115    3,287,355           896,599       560,304            --            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total income...........     1,388,188      2,260,214    3,787,167         4,743,988     2,967,816     3,187,231     3,128,647
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Expenses
  Management fee...........     1,049,893        286,843    1,367,665           733,748       496,395       231,931       236,009
  Administration fee.......       201,075         96,138      159,439           140,527        95,069        62,187        70,311
  Custodian's fees and
  expenses.................        88,000        124,000      280,000            74,000        72,000        65,000        73,000
  Registration fees........        63,000         35,000       32,000            60,000        23,000        25,000        30,000
  Transfer agent's fees and
    expenses...............        36,092         17,256       28,618            25,224        17,064        11,162        12,621
  Reports to
  shareholders.............        25,000         25,000       25,000            13,000        25,000        13,000        13,000
  Amortization of
    organization
    expenses...............        13,385         13,385       13,385            13,213        13,385        13,049        13,213
  Legal fees...............        11,000         11,000       15,000            11,000        11,000        11,000        11,000
  Audit fee................        12,000         11,000       15,000            12,000        11,000        11,000         9,000
  Trustees' fees...........         8,572          8,572        8,572             8,572         8,572         8,572         8,572
  Miscellaneous............         6,056          4,525        5,856             5,244         4,762         4,256         4,382
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total expenses.........     1,514,073        632,719    1,950,535         1,096,528       777,247       456,157       481,108
  Expense subsidy (Note
    2).....................       (14,225)      (202,456)     (47,700)          (48,317)      (68,112)     (131,453)     (166,428)
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net expenses...............     1,499,848        430,263    1,902,835         1,048,211       709,135       324,704       314,680
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net investment income
  (loss)...................      (111,660)     1,829,951    1,884,332         3,695,777     2,258,681     2,862,527     2,813,967
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Realized and Unrealized
Gain (Loss) on Investment
and Foreign Currency
Transactions
Net realized gain (loss)
  on:
  Securities...............       820,651      1,869,439   (2,892,161)        1,585,229     2,197,085        92,951            --
  Futures transactions.....            --      2,175,415           --                --            --            --            --
  Foreign currency
  transactions.............        (5,798)            --     (192,785)               --        (1,009)           --            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                                  814,853      4,044,854   (3,084,946)        1,585,229     2,196,076        92,951            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net change in unrealized
  appreciation
  (depreciation) on:
  Securities and foreign
  currencies...............    47,538,274     13,632,300    9,333,213        12,809,504     6,413,335     2,865,097            --
  Financial futures
  contracts................            --        282,600           --                --            --            --            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                               47,538,274     13,914,900    9,333,213        12,809,504     6,413,335     2,865,097            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net gain on investments and
  foreign currencies.......    48,353,127     17,959,754    6,248,267        14,394,733     8,609,411     2,958,048            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net Increase in Net Assets
Resulting from
Operations.................  $ 48,241,467   $ 19,789,705   $8,132,599      $ 18,090,510   $10,868,092   $ 5,820,575   $ 2,813,967
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
(a)Net of foreign withholding taxes of $26,902, $11,248, $461,615, $3,187, $10,097, respectively.
</TABLE>
     See Notes to Financial Statements.
                                      B-66

<PAGE>
                THE PRUDENTIAL          STATEMENT OF CHANGES
(LOGO)          INSTITUTIONAL           IN NET ASSETS
                FUND
<TABLE>
<CAPTION>
                                       GROWTH                         STOCK                       INTERNATIONAL
                                        STOCK                         INDEX                           STOCK
                                        FUND                           FUND                           FUND
                             ---------------------------   ----------------------------      ------------------------- 
                              Year Ended September 30,       Year Ended September 30,        Year Ended September 30,
                             ---------------------------   ----------------------------      -------------------------
                                 1995           1994           1995            1994             1995 
                             ------------   ------------   -------------   ------------      -----------
<S>                          <C>            <C>            <C>             <C>              <C>
Increase (Decrease) in
Net Assets
Operations
 Net investment income
   (loss)...............       $(111,660)        $25,287      $1,829,951       $892,321        $1,884,332
 Net realized gain
   (loss) on investments
   and foreign currency
   transactions.........          814,853     (3,778,648)      4,044,854        186,406        (3,084,946)
 Net change in
   unrealized
   appreciation
   (depreciation) on
   investments and
   foreign currencies...       47,538,274       3,531,929     13,914,900        380,870         9,333,213
                             ------------   -------------   -------------  -------------     ------------
 Net increase (decrease)
   in net assets
   resulting from
   operations...........       48,241,467        (221,432)    19,789,705       1,459,597        8,132,599
                             ------------   -------------   -------------  -------------     ------------
Net equalization
credits.................              --           44,776             --          289,937              --
                             ------------   -------------   -------------  -------------     ------------
Dividends and
 distributions
 Dividends to
   shareholders from net
   investment income....          (48,781)        (43,709)    (1,015,394)       (481,228)         (750,797)
                             ------------   -------------   ------------   --------------     ------------
 Distributions to
   shareholders from net
   realized gains.......              --         (131,129)      (165,297)       (106,939)       (2,440,090)
                             ------------   -------------   ------------   --------------     ------------
Fund share transactions
 Net proceeds from
   shares sold..........      138,943,130      80,605,272     52,960,096      29,356,230        93,624,206
 Net asset value of
   shares issued to
   shareholders in
   reinvestment of
   dividends and
   distributions........           48,781         174,838      1,180,691         588,167        3,190,887
 Cost of shares
   redeemed.............      (73,635,171)    (21,470,653)   (20,924,559)     (8,128,767)     (67,895,915)
                             ------------   -------------   -------------  -------------     ------------
 Net increase in net
   assets from Fund
   share transactions...       65,356,740      59,309,457     33,216,228      21,815,630       28,919,178
                             ------------   -------------   ------------   -------------     ------------
Net increase............      113,549,426      58,957,963     51,825,242      22,976,997       33,860,890
Net Assets
 Beginning of year......      106,955,968      47,998,005     50,119,324      27,142,327      102,824,332
                            ------------    -------------   ------------   -------------     ------------
 End of year...... ......    $220,505,394    $106,955,968   $101,944,566     $50,119,324     $136,685,222
                             ------------   -------------   ------------   -------------     ------------
                             ------------   -------------   ------------   -------------     ------------
<CAPTION>

                               INTERNATIONAL                        ACTIVE
                               STOCK                               BALANCED
                               FUND                                  FUND
                             ---------------------------     ----------------------------   
                              Year Ended September 30,         Year Ended September 30,     
                             ---------------------------     ----------------------------   
                                1994                         1995            1994         
                             ------------                  -------------   ------------   
<S>                         <C>                            <C>             <C>
Increase (Decrease) in
Net Assets
Operations
 Net investment income
   (loss)...............      $  736,785                    $   3,695,777     $ 1,805,400
 Net realized gain
   (loss) on investments
   and foreign currency
   transactions........ .      2,235,681                        1,585,229         119,065
 Net change in
   unrealized
   appreciation
   (depreciation) on
   investments and
   foreign currencies...       5,701,535                        12,809,504      (1,395,057)
                           -------------                     -------------   -------------
 Net increase (decrease)
   in net assets
   resulting from
   operations......... ..      8,674,001                        18,090,510         529,408
                           -------------                     -------------   -------------
Net equalization
credits.................         695,692                                --         296,744
                           -------------                     -------------   -------------
Dividends and
 distributions
 Dividends to
   shareholders from net
   investment incom e....        (98,619)                       (2,260,245)       (503,768)
                          -------------                      -------------   -------------
 Distributions to
   shareholders from net
   realized gains.......        (493,097)                         (272,788)       (395,817)
                           -------------                     -------------   -------------
Fund share transactions
 Net proceeds from
   shares sold..........      86,220,384                        54,908,716      56,588,609
 Net asset value of
   shares issued to
   shareholders in
   reinvestment of
   dividends and
   distributions........         591,716                         2,533,033          899,585
 Cost of shares
   redeemed.............     (24,473,332)                      (20,823,769)     (15,023,860)
                           -------------                     -------------   --------------
 Net increase in net
   assets from Fund
   share transactions...      62,338,768                        36,617,980       42,464,334
                           -------------                     -------------   --------------
Net increase............      71,116,745                        52,175,457       42,390,901
Net Assets
 Beginning of year......      31,707,587                        81,176,430       38,785,529
                           -------------                     -------------   --------------
 End of year............   $ 102,824,332                     $ 133,351,887      $81,176,430
                           -------------                     -------------   --------------
                           -------------                     -------------   --------------
</TABLE>
 
     See Notes to Financial Statements.
                                      B-67

<PAGE>
                THE PRUDENTIAL          STATEMENT OF CHANGES
(LOGO)          INSTITUTIONAL           IN NET ASSETS
                FUND
<TABLE>
<CAPTION>
                                                                                                                 MONEY
                                       BALANCED                             INCOME                              MARKET
                                         FUND                                FUND                                FUND
                            -------------------------------     -------------------------------     -------------------------------
                               Year Ended September 30,            Year Ended September 30,            Year Ended September 30,
                            -------------------------------     -------------------------------     -------------------------------
                                1995              1994              1995              1994              1995              1994
                            -------------     -------------     -------------     -------------     -------------     -------------
<S>                         <C>               <C>               <C>               <C>               <C>               <C>
Increase (Decrease) in
Net Assets
Operations
 Net investment
   income...............    $   2,258,681      $ 1,261,344       $ 2,862,527       $ 1,982,080      $   2,813,967      $ 1,276,052
 Net realized gain
   (loss) on investments
   and foreign currency
   transactions.........        2,196,076          163,359            92,951          (826,533)                --            1,550
 Net change in
   unrealized
   appreciation
   (depreciation) on
   investments and
   foreign currencies...        6,413,335       (1,878,445)        2,865,097        (2,659,530)                --               --
                            -------------     -------------     -------------     -------------     -------------     -------------
 Net increase (decrease)
   in net assets
   resulting from
   operations...........       10,868,092         (453,742)        5,820,575        (1,503,983)         2,813,967        1,277,602
                            -------------     -------------     -------------     -------------     -------------     -------------
Net equalization
 credits................               --          721,188                --                --                 --               --
                            -------------     -------------     -------------     -------------     -------------     -------------
Dividends and
 distributions
 Dividends to
   shareholders from net
   investment income....       (1,529,788)        (604,065)       (2,862,527)       (1,982,080)        (2,813,967)      (1,277,602)
                            -------------     -------------     -------------     -------------     -------------     -------------
 Distributions to
   shareholders from net
   realized gains.......         (269,963)        (735,383)               --          (137,236)                --               --
                            -------------     -------------     -------------     -------------     -------------     -------------
Fund share transactions
 Net proceeds from
   shares sold..........       26,091,264       42,441,610        11,549,255        15,768,473         55,919,976       32,311,167
 Net asset value of
   shares issued to
   shareholders in
   reinvestment of
   dividends and
   distributions........        1,799,751        1,339,448         2,862,527         2,119,316          2,813,967        1,277,602
 Cost of shares
   redeemed.............      (19,161,993)      (6,059,058)       (6,473,780)       (7,878,160)       (47,010,598)     (17,493,001)
                            -------------     -------------     -------------     -------------     -------------     -------------
 Net increase in net
   assets from Fund
   share transactions...        8,729,022       37,722,000         7,938,002        10,009,629         11,723,345       16,095,768
                            -------------     -------------     -------------     -------------     -------------     -------------
Net increase............       17,797,363       36,649,998        10,896,050         6,386,330         11,723,345       16,095,768
Net Assets
 Beginning of year......       64,312,583       27,662,585        41,401,317        35,014,987         46,330,732       30,234,964
                            -------------     -------------     -------------     -------------     -------------     -------------
 End of year............    $  82,109,946      $64,312,583       $52,297,367       $41,401,317      $  58,054,077      $46,330,732
                            -------------     -------------     -------------     -------------     -------------     -------------
                            -------------     -------------     -------------     -------------     -------------     -------------
</TABLE>
 
     See Notes to Financial Statements.
                                      B-68

<PAGE>
                THE PRUDENTIAL          FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL
                FUND
<TABLE>
<CAPTION>
                                                                      GROWTH                              STOCK
                                                                      STOCK                               INDEX
                                                                       FUND                               FUND
                                                  ----------------------------------------------        ---------
                                                                                    November 5,         Year Ended
                                                                                      1992(a)           September
                                                    Year Ended September 30,          Through              30,
                                                  ----------------------------     September 30,        ---------
                                                    1995             1994              1993               1995
                                                  ---------      -------------     -------------        ---------
<S>                                               <C>            <C>               <C>                  <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $   12.00        $   12.10          $ 10.00           $   11.27
                                                  ---------      -------------     -------------        ---------
Income from investment operations:
Net investment income(b)......................           --               --              .04                 .23
Net realized and unrealized gain (loss) on
 investment and foreign currency
 transactions.................................         4.22             (.06)            2.08                2.97
                                                  ---------      -------------     -------------        ---------
 Total from investment operations.............         4.22             (.06)            2.12                3.20
                                                  ---------      -------------     -------------        ---------
Less distributions:
Dividends from net investment income..........         (.01)            (.01)            (.02)               (.22)
Distributions from net realized gains.........           --             (.03)              --                (.03)
                                                  ---------      -------------     -------------        ---------
Total distributions...........................         (.01)            (.04)            (.02)               (.25)
                                                  ---------      -------------     -------------        ---------
Net asset value, end of period................    $   16.21        $   12.00          $ 12.10           $   14.22
                                                  ---------      -------------     -------------        ---------
                                                  ---------      -------------     -------------        ---------
TOTAL RETURN(d)...............................        35.14%           (0.50)%          21.22%              29.02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $ 220,505        $ 106,956          $47,998           $ 101,945
Average net assets (000)......................    $ 149,985        $  71,449          $17,592           $  71,711
Ratios to average net assets: (b)
 Expenses.....................................         1.00%            1.00%            1.00%(c)             .60%
 Net investment income........................         (.07)%            .04%             .31%(c)            2.55%
Portfolio turnover rate.......................           64%              65%              84%                 11%

<CAPTION>
                                                           STOCK
                                                           INDEX
                                                           FUND
                                               --------------------------------
 
                                                                   November 5,
                                                                     1992(a)
                                                Year Ended           Through
                                               September 30,       September 30,
                                                    1994              1993
                                                -------------     -------------
<S>                                              <C>             <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........     $ 11.12           $ 10.00
                                                -------------     -------------
Income from investment operations:
Net investment income(b)......................         .26               .23
Net realized and unrealized gain (loss) on
 investment and foreign currency
 transactions.................................         .11               .94
                                                -------------     -------------
 Total from investment operations.............         .37              1.17
                                                -------------     -------------
Less distributions:
Dividends from net investment income..........        (.18)             (.05)
Distributions from net realized gains.........        (.04)               --
                                                -------------     -------------
Total distributions...........................        (.22)             (.05)
                                                -------------     -------------
Net asset value, end of period................     $ 11.27           $ 11.12
                                                -------------     -------------
                                                -------------     -------------
TOTAL RETURN(d)...............................        3.33%            11.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............     $50,119           $27,142
Average net assets (000)......................     $38,098           $18,807
Ratios to average net assets: (b)
 Expenses.....................................         .60%              .60%(c)
 Net investment income........................        2.34%             2.41%(c)
Portfolio turnover rate.......................           2%                1%
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first day
     and a sale on the last day of each period reported and includes
     reinvestment of dividends and distributions. Total return for periods of
     less than a full year are not annualized. Total return includes the effect
     of expense subsidies.
 
     See Notes to Financial Statements.
                                      B-69

<PAGE>
                THE PRUDENTIAL           FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL
                FUND
<TABLE>
<CAPTION>
                                                                                                         ACTIVE
                                                                                                        BALANCED
                                                                  INTERNATIONAL                           FUND
                                                                      STOCK                             ---------
                                                                       FUND
                                                  ----------------------------------------------          Year
                                                                                    November 5,           Ended
                                                                                      1992(a)           September
                                                    Year Ended September 30,          Through              30,
                                                  ----------------------------     September 30,        ---------
                                                    1995             1994              1993               1995
                                                  ---------      -------------     -------------        ---------
<S>                                               <C>            <C>               <C>                  <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $   14.84        $   12.35          $ 10.00           $   10.92
                                                  ---------      -------------     -------------        ---------
Income from investment operations:
Net investment income(b)......................          .18              .13              .16                 .33
Net realized and unrealized gain (loss) on
 investment and foreign currency
 transactions.................................          .66             2.54             2.21                1.54
                                                  ---------      -------------     -------------        ---------
 Total from investment operations.............          .84             2.67             2.37                1.87
                                                  ---------      -------------     -------------        ---------
Less distributions:
Dividends from net investment income..........         (.10)            (.03)            (.02)               (.29)
Distributions from net realized gains.........         (.33)            (.15)              --                (.04)
                                                  ---------      -------------     -------------        ---------
Total distributions...........................         (.43)            (.18)            (.02)               (.33)
                                                  ---------      -------------     -------------        ---------
Net asset value, end of period................    $   15.25        $   14.84          $ 12.35           $   12.46
                                                  ---------      -------------     -------------        ---------
                                                  ---------      -------------     -------------        ---------
TOTAL RETURN(d)...............................         5.95%           21.71%           23.74%              17.66%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $ 136,685        $ 102,824          $31,708           $ 133,352
Average net assets (000)......................    $ 118,927        $  68,476          $14,491           $ 104,821
Ratios to average net assets:(b)
 Expenses.....................................         1.60%            1.60%            1.60%(c)            1.00%
 Net investment income........................         1.58%            1.08%            1.44%(c)            3.53%
Portfolio turnover rate.......................           20%              21%              15%                 30%

<CAPTION>
 
                                                         ACTIVE
                                                        BALANCE
                                                          FUND
                                               --------------------------------
                                                                   January 4,
                                                                     1993(a)
                                                Year Ended           Through
                                               September 30,      September 30,
                                                    1994              1993
                                                -------------     -------------
<S>                                               <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........     $ 11.05           $ 10.00
                                                -------------     -------------
Income from investment operations:
Net investment income(b)......................         .24               .21
Net realized and unrealized gain (loss) on
 investment and foreign currency
 transactions.................................        (.12)              .84
                                                -------------     -------------
 Total from investment operations.............         .12              1.05
                                                -------------     -------------
Less distributions:
Dividends from net investment income..........        (.14)               --
Distributions from net realized gains.........        (.11)               --
                                                -------------     -------------
Total distributions...........................        (.25)               --
                                                -------------     -------------
Net asset value, end of period................     $ 10.92           $ 11.05
                                                -------------     -------------
                                                -------------     -------------
TOTAL RETURN(d)...............................        1.07%            10.50%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............     $81,176           $38,786
Average net assets (000)......................     $58,992           $12,815
Ratios to average net assets:(b)
 Expenses.....................................        1.00%             1.00%(c)
 Net investment income........................        3.06%             2.68%(c)
Portfolio turnover rate.......................          40%               47%
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first day
     and a sale on the last day of each period reported and includes
     reinvestment of dividends and distributions. Total return for periods of
     less than a full year are not annualized. Total return includes the effect
     of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-70

<PAGE>
                THE PRUDENTIAL       FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL
                FUND
<TABLE>
<CAPTION>
                                                                     BALANCED                            INCOME
                                                                       FUND                               FUND
                                                  ----------------------------------------------        ---------
                                                                                    November 5,           
                                                                                      1992(a)           Year Ended
                                                    Year Ended September 30,          Through          September 30,
                                                  ----------------------------     September 30,        ---------
                                                    1995             1994              1993               1995
                                                  ---------      -------------     -------------        ---------
<S>                                               <C>            <C>               <C>                  <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........     $ 11.08          $ 11.80           $ 10.00            $  9.38
                                                  ---------      -------------     -------------        ---------
Income from investment operations:
Net investment income(b)......................         .18              .31               .31                .59
Net realized and unrealized gain (loss) on
 investment and foreign currency
 transactions.................................        1.53             (.52)             1.54                .60
                                                  ---------      -------------     -------------        ---------
 Total from investment operations.............        1.71             (.21)             1.85               1.19
                                                  ---------      -------------     -------------        ---------
Less distributions:
Dividends from net investment income..........        (.25)            (.23)             (.05)              (.59)
Distributions from net realized gains.........        (.05)            (.28)               --                 --
                                                  ---------      -------------     -------------        ---------
Total distributions...........................        (.30)            (.51)             (.05)              (.59)
                                                  ---------      -------------     -------------        ---------
Net asset value, end of period................     $ 12.49          $ 11.08           $ 11.80            $  9.98
                                                  ---------      -------------     -------------        ---------
                                                  ---------      -------------     -------------        ---------
TOTAL RETURN(d)...............................       15.90%           (1.88)%           18.58%             13.11%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............     $82,110          $64,313           $27,663            $52,297
Average net assets (000)......................     $70,914          $44,048           $17,401            $46,386
Ratios to average net assets: (b)
 Expenses.....................................        1.00%            1.00%             1.00%(c)            .70%
 Net investment income........................        3.19%            2.86%             3.16%(c)           6.17%
Portfolio turnover rate.......................          65%              52%               74%               145%

<CAPTION>

                                                           INCOME
                                                             FUND
                                               --------------------------------
                                                                    March 1,
                                                                     1993(a)
                                                Year Ended           Through
                                               September 30,       September 30,
                                                    1994              1993
                                                -------------     -------------
<S>                                               <C>             <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........     $ 10.33           $ 10.00
                                                -------------     -------------
Income from investment operations:
Net investment income(b)......................         .52               .27
Net realized and unrealized gain (loss) on
 investment and foreign currency
 transactions.................................        (.91)              .33
                                                -------------     -------------
 Total from investment operations.............        (.39)              .60
                                                -------------     -------------
Less distributions:
Dividends from net investment income..........        (.52)             (.27)
Distributions from net realized gains.........        (.04)               --
                                                -------------     -------------
Total distributions...........................        (.56)             (.27)
                                                -------------     -------------
Net asset value, end of period................     $  9.38           $ 10.33
                                                -------------     -------------
                                                -------------     -------------
TOTAL RETURN(d)...............................       (3.91)%            6.11%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............     $41,401           $35,015
Average net assets (000)......................     $37,802           $25,626
Ratios to average net assets: (b)
 Expenses.....................................         .70%              .70%(c)
 Net investment income........................        5.24%             4.62%(c)
Portfolio turnover rate.......................          83%               93%
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first 
     day and a sale on the last day of each period reported and includes 
     reinvestment of dividends and distributions. Total return for periods 
     of less than a full year are not annualized. Total return includes the 
     effect of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-71

<PAGE>
                THE PRUDENTIAL        FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL
                FUND
<TABLE>
<CAPTION>
                                                                              MONEY
                                                                             MARKET
                                                                              FUND
                                                      -----------------------------------------------------
                                                                                               January 4,
                                                                                                 1993(a)
                                                         Year Ended September 30,                Through
                                                      -------------------------------         September 30,
                                                        1995                1994                  1993
                                                      ---------         -------------         -------------
<S>                                                   <C>               <C>                   <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........         $  1.00             $  1.00               $  1.00
Net investment income and net realized
 gains(b).....................................             .05                 .03                   .02
Dividends from net investment income..........            (.05)               (.03)                 (.02)
                                                      ---------         -------------         -------------
Net asset value, end of period................         $  1.00             $  1.00               $  1.00
                                                      ---------         -------------         -------------
                                                      ---------         -------------         -------------
TOTAL RETURN(d)...............................            5.47%               3.32%                 2.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............         $58,054             $46,331               $30,235
Average net assets (000)......................         $52,446             $38,170               $25,296
Ratios to average net assets: (b)
 Expenses.....................................             .60%                .60%                  .60%(c)
 Net investment income........................            5.37%               3.34%                 2.73%(c)
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first 
     day and a sale on the last day of each period reported and includes 
     reinvestment of dividends and distributions. Total return for periods 
     of less than a full year are not annualized. Total return includes 
     the effect of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-72
<PAGE>
                THE PRUDENTIAL       NOTES TO
(LOGO)          INSTITUTIONAL        FINANCIAL STATEMENTS
                FUND

   The Prudential Institutional Fund (the ``Company'') is registered under the
Investment Company Act of 1940 as an open-end, diversified management investment
company. The Company was established as a Delaware business trust on May 11,
1992 and consists of seven separate funds (Fund or Funds): Growth Stock Fund,
Stock Index Fund, International Stock Fund, Active Balanced Fund, Balanced Fund,
Income Fund and Money Market Fund. The Company had no operations until July 7,
1992 when 10,000 shares of beneficial interest (2,500 shares each of Growth
Stock Fund, Stock Index Fund, International Stock Fund and Balanced Fund) were
sold for $100,000 to Prudential Institutional Fund Management, Inc. (``PIFM'').
Investment operations commenced on: November 5, 1992 for the Growth Stock Fund,
Stock Index Fund, International Stock Fund and Balanced Fund; January 4, 1993
for the Active Balanced Fund and Money Market Fund; and March 1, 1993 for the
Income Fund.

   The Funds' investment objectives are as follows: Growth Stock Fund--long-term
growth of capital through investment primarily in equity securities of
established companies with above-average growth prospects; Stock Index
Fund--investment results that correspond to the price and yield performance of
Standard & Poor's 500 Composite Stock Price Index; International Stock
Fund--long-term growth of capital through investment in equity securities of
foreign issues with income as a secondary objective; Active Balanced Fund--total
returns approaching equity returns, while accepting less risk than an all-equity
portfolio, through an actively-managed portfolio of equity securities, fixed
income securities and money market instruments; Balanced Fund--long-term total
return consistent with moderate portfolio risk; Income Fund--a high level of
income over the longer term while providing reasonable safety of principal; and
Money Market Fund--high current income, preservation of principal and
maintenance of liquidity, while maintaining a $1.00 net asset value per share.

   The ability of issuers of debt securities, other than those issued or
guaranteed by the U.S. Government, held by the Funds to meet their obligations
may be affected by economic developments in a specific industry, region, or
country.

Note 1. Accounting Policies
   The following is a summary of significant accounting policies followed by the
Fund.

   Securities Valuations: Securities, including options, warrants, futures
contracts and options thereon, for which the primary market is on a national
securities exchange, commodities exchange or board of trade and NASDAQ national
market equity securities are valued at the last sale price on such exchange or
board of trade on the date of valuation or, if there was no sale on such day, at
the average of readily available closing bid and asked prices on such day.

   Securities, that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed to be
over-the-counter, shall be valued at the average of the most recently quoted bid
and asked prices provided by a principal market maker or dealer.

   U.S. Government securities for which market quotations are available shall be
valued at a price provided by an independent broker/dealer or pricing service.

   Securities for which reliable market quotations are not available or for
which the pricing agent or principal market maker does not provide a valuation
or provides a valuation that, in the judgment of one of the subadvisers, does
not represent fair value, shall be valued at fair value as determined under
procedures established by the Trustees.

   Quotations of foreign securities in a foreign currency shall be converted to
U.S. dollar equivalents at the current rate obtained from a recognized bank or
dealer. Forward currency
                                      B-73

<PAGE>
                THE PRUDENTIAL          NOTES TO
(LOGO)          INSTITUTIONAL           FINANCIAL STATEMENTS
                FUND

exchange contracts shall be valued at the current cost of covering or offsetting
such contracts.

   Securities held by the Money Market Fund are valued at amortized cost, which
approximates market value. The amortized cost method involves valuing a security
at its cost on the date of purchase and thereafter assuming a constant
amortization to maturity of the difference between the principal amount due at
maturity and cost. Short-term securities held by the other Funds which mature in
more than 60 days are valued at current market quotations and those which mature
in 60 days or less are valued at amortized cost. In the event that a Subadviser
determines that amortized cost does not represent fair value for certain
short-term securities with remaining maturities of 60 days or less, such
securities will be valued at market value.

   In connection with transactions in repurchase agreements, it is the Company's
policy that its custodian or designated subcustodians, as the case may be under
triparty repurchase agreements, take possession of the underlying collateral
securities, the value of which exceeds the principal amount of the repurchase
transaction, including accrued interest. To the extent that any repurchase
transaction exceeds one business day, the value of the collateral is
marked-to-market on a daily basis to ensure the adequacy of the collateral. If
the seller defaults, and the value of the collateral declines or, if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Company may be delayed or limited.

   Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis.

   Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Fund is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin.'' Subsequent payments, known as ``variation
margin,'' are made or received by the Fund each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.

   The Funds invest in financial futures contracts in order to hedge their
existing portfolio securities, or securities the Funds intend to purchase,
against fluctuations in value. Under a variety of circumstances, a Fund may not
achieve the anticipated benefits of the financial futures contracts and may
realized a loss. The use of futures transactions involves the risk of imperfect
correlation in movements in the price of futures contracts and the underlying
assets.

   Dollar Rolls: The Fund may enter into dollar rolls in which the Fund sells
securities for delivery in the current month and simultaneously contracts to
repurchase somewhat similar securities on a specified future date. During the
roll period, the Fund forgoes principal and interest paid on the securities. The
Fund is compensated by the interest earned on the cash proceeds of the initial
sale and by the lower repurchase price at the future date.

   Foreign Currency Translation: The books and records of the Funds are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following basis:
   (i) market value of investment securities, other assets and liabilities--at
the closing rates of exchange.
   (ii) purchases and sales of investment securities, income and expenses--at
the rate of exchange
                                      B-74

<PAGE>
                THE PRUDENTIAL          NOTES TO
(LOGO)          INSTITUTIONAL           FINANCIAL STATEMENTS
                FUND

prevailing on the respective dates of such transactions.

   Although the net assets of the Funds are presented at the foreign exchange
rates and market values at the close of the fiscal year, the Funds do not
isolate that portion of the results of operations arising as a result of changes
in the foreign exchange rates from the fluctuations arising from changes in the
market prices of securities held at the end of the fiscal year. Similarly, the
Funds do not isolate the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of long-term portfolio
securities sold during the fiscal year. Accordingly, these realized foreign
currency gains (losses) are included in the reported net realized gains (losses)
on investment transactions.

   Net realized losses on foreign currency transactions represent net foreign
exchange losses from holding of foreign currencies, currency gains or losses
realized between the trade and settlement dates of securities transactions, and
the difference between the amounts of dividends and foreign taxes recorded on
the Funds' books and the U.S. dollar equivalent amounts actually received or
paid. Net currency gains and losses from valuing foreign currency denominated
assets and liabilities at year end exchange rates are reflected as a component
of net unrealized appreciation/
depreciation on securities and foreign currencies.

   Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of domestic origin as a result of,
among other factors, the level of governmental supervision and regulation of
foreign securities markets and the possibility of political or economic
instability.

   Equalization: During the fiscal year ended September 30, 1995, the Funds
(except for the Income and Money Market Funds) discontinued the accounting
practice of equalization. Equalization is a practice whereby a portion of the
proceeds from sales and costs of repurchases of capital shares, equivalent on a
per-share basis to the amount of distributable net investment income on the date
of the transaction, is credited or charged to undistributed net investment
income. The following balances of undistributed net investment income at
September 30, 1994, resulting from equalization were transferred to paid-in
capital in excess of par for each of the respective Funds:

Growth Stock Fund                     $  90,444
Stock Index Fund                        398,227
International Stock Fund                881,462
Active Balanced Fund                    788,116
Balanced Fund                           899,912
 
   Such reclassifications have no effect on net assets, results of operations,
or net asset value per share of the Funds.

   Dividends and Distributions: Dividends and distributions of each Fund are
declared in cash and automatically reinvested in additional shares of the Fund.
The Income Fund and Money Market Fund will declare dividends of their net
investment income and, for the Money Market Fund, net capital gain (loss), daily
and distribute such dividends monthly. Each other Fund will declare and
distribute a dividend of its net investment income, if any, at least annually.
Except for the Money Market Fund, each Fund will declare and distribute its net
capital gains, if any, at least annually. Distributions of income dividends and
capital gains distributions of each Fund are made on the payment date and
reinvested at the per share net asset value as of the record date or such other
date as the Board may determine. On the ``ex-dividend'' date, the net asset
value per share excludes the dividend (i.e., is reduced by the amount of the
distribution).

   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.
                                      B-75

<PAGE>
                THE PRUDENTIAL         NOTES TO
(LOGO)          INSTITUTIONAL          FINANCIAL STATEMENTS
                FUND

   Taxes: It is the Funds' policy to continue to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable net income to its shareholders. Therefore, no
federal income tax provision is required.

   Withholding taxes on foreign dividends have been provided for in accordance
with the Funds' understanding of the applicable country's tax rules and rates.

   Reclassification of Capital Accounts: The Company accounts for and reports
distributions to shareholders in accordance with the American Institute of
Certified Public Accountants' Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distributions by Investment Companies.

   For the year ended September 30, 1995, the application of this statement
affected undistributed net investment income (``UNI''), accumulated net realized
gain (loss) on investments (``G/L'') and paid-in capital in excess of par
(``PIC'') by the following amounts:

<TABLE>
<CAPTION>
                                  UNI        G/L         PIC
                               ---------   --------   ---------
<S>                            <C>         <C>        <C>
Growth Stock Fund              $ 141,451   $  5,798   $(147,249)
International Stock Fund         (81,325)    81,325          --
Active Balanced Fund            (107,185)   107,185          --
Balanced Fund                   (112,634)   112,634          --
</TABLE>
 
   Net investment income, net realized gains and net assets were not affected by
this change.

   Deferred Organizational Expenses: Approxi-
mately $450,000 of costs were incurred in connection with the organization and
initial registration of the Company and have been deferred and are being
amortized ratably over the period of benefit not to exceed 60 months from the
date each of the Funds' commenced investment operations.

Note 2. Agreements
   The Company has entered into a management agreement with PIFM. Pursuant to
this agreement, PIFM has responsibility for all investment advisory services and
supervises the subadviser's performance of such services. PIFM is an indirect,
wholly-owned subsidiary of The Prudential Insurance Company of America
(Prudential).

   PIFM has entered into subadvisory agreements with The Prudential Investment
Corporation (``PIC''), Jennison Associates Capital Corp. (``Jennison'') and
Mercator Asset Management, Inc. (``Mercator''), each a wholly-owned subsidiary
of Prudential. Each subadviser will furnish investment advisory services in
connection with the management of the various Funds. Jennison serves as
subadviser to the Growth Stock Fund and the Active Balanced Fund. PIC serves as
subadviser to the Balanced Fund, the Stock Index Fund, the Income Fund and the
Money Market Fund. Mercator serves as subadviser to the International Stock
Fund. PIFM will pay for the costs and expenses attributable to the subadvisory
agreements and the salaries and expenses of all personnel of the Company except
for fees and expenses of unaffiliated Trustees. The Funds will bear all other
costs and expenses.

   Each Fund will pay PIFM a fee for its services provided to the Fund. The fees
are computed daily and payable monthly at the annual rates specified below of
the value of each Funds' average daily net assets:

Fund                                  Management Fee
- --------------------------            ---------------
Growth Stock Fund                            .70%
Stock Index Fund                             .40
International Stock Fund                    1.15
Active Balanced Fund                         .70
Balanced Fund                                .70
Income Fund                                  .50
Money Market Fund                            .45
 
   PIFM has voluntarily agreed to subsidize a portion of the operating expenses
of the Funds until September 30, 1996. Such expenses may be recovered by PIFM
through December 31, 1996 so
                                      B-76

<PAGE>
                THE PRUDENTIAL        NOTES TO
(LOGO)          INSTITUTIONAL         FINANCIAL STATEMENTS
                FUND

long as the total expense ratios do not exceed certain predetermined levels
set forth in the Company's prospectus. For the year ended September 30, 1995,
PIFM subsidized the following amounts:

<TABLE>
<CAPTION>
                            Percentage
                            of Average         Amount per
Fund                        Net Assets           Share
- -------------------------  -------------   ------------------
<S>                        <C>             <C>
Growth Stock Fund               .01%             $ .001
Stock Index Fund                .28                .025
International Stock Fund        .04                .002
Active Balanced Fund            .05                .004
Balanced Fund                   .10                .005
Income Fund                     .28                .027
Money Market Fund               .32                .001
</TABLE>
 
   The Company has entered into an administration agreement with Prudential
Mutual Fund Management, Inc. (``PMF''), an indirect wholly-owned subsidiary of
Prudential. The administration fee paid PMF will be computed daily and payable
monthly, at an annual rate of .17% of the Company's daily net assets up to $250
million and .15% of the Company's average daily net assets in excess of $250
million. PMF will furnish to the Company such services as the Company may
require in connection with the administration of the Company's business affairs.
PMF will also provide certain transfer agent services through its wholly-owned
subsidiary, Prudential Mutual Fund Services, Inc. (``PMFS''). For such services,
PMFS will be paid .03% of the Company's daily net assets up to $250 million and
 .02% of the Company's average daily net assets in excess of $250 million from
the administration fee paid to PMF.

Note 3. Other Transactions with Affiliates
   For the year ended September 30, 1995, Prudential Securities Incorporated, an
affiliate of PIFM, earned approximately $1,000 in brokerage commissions from
portfolio transactions executed on behalf of the Balanced Fund.

Note 4. Portfolio Securities
   Purchases and sales of portfolio securities, excluding short-term
investments, for the year ended September 30, 1995 were as follows:

<TABLE>
<CAPTION>
Fund                              Purchases           Sales
- ----------------------------     ------------      -----------
<S>                              <C>               <C>
Growth Stock Fund                $166,285,606      $94,901,288
Stock Index Fund                   31,191,257        6,793,307
International Stock Fund           51,878,167       22,058,837
Active Balanced Fund               55,254,010       24,449,598
Balanced Fund                      51,413,549       41,017,407
Income Fund                        72,942,188       62,818,679
</TABLE>
 
   On September 30, 1995, the Stock Index Fund purchased 62 financial futures
contracts on the S&P 500 Index expiring December, 1995. The cost of such
contracts was $18,040,975. The value of such contracts on September 30, 1995 was
$18,234,200, thereby resulting in an unrealized gain of $193,225.

   The federal income tax basis and unrealized appreciation/depreciation of the
Fund's investments as of September 30, 1995 were as follows:

<TABLE>
<CAPTION>
                                  Net Unrealized
                                  Appreciation/
                                   Depreciation
                                  --------------       Gross Unrealized
Fund                   Basis                      Appreciation  Depreciation
- ------------------- ------------                  ------------  ------------
<S>                 <C>           <C>             <C>           <C>
Growth Stock Fund   $168,492,267   $ 53,882,096   $55,631,552    $1,749,456
Stock Index Fund      80,984,245     15,486,856    16,243,442       756,586
International Stock
 Fund                120,016,426     17,315,559    19,620,167     2,304,608
Active Balanced
 Fund                121,485,163     12,020,860    12,744,154       723,294
Balanced Fund         74,648,132      6,340,696     6,845,882       505,186
Income Fund           56,738,626        894,526     1,086,048       191,522
</TABLE>
 
   The following Funds elected to treat net losses incurred in the eleven month
period ended September 30, 1994 as having occurred in the current fiscal year:

<TABLE>
<CAPTION>
                                 Capital       Currency
                                ----------     --------
<S>                             <C>            <C>
Growth Stock Fund               $3,796,000          --
International Stock Fund                --     $186,000
Income Fund                        828,000          --
</TABLE>
 
                                      B-77
 
<PAGE>
                THE PRUDENTIAL       NOTES TO
(LOGO)          INSTITUTIONAL        FINANCIAL STATEMENTS
                FUND

   The following Funds will elect to treat net losses incurred in the eleven
month period ended September 30, 1995 as having been incurred in the following
fiscal year:

<TABLE>
<CAPTION>
                                 Capital       Currency
                                ----------     --------
<S>                             <C>            <C>
Growth Stock Fund                       --     $ 4,000
International Stock Fund        $3,066,000     169,000
Balanced Fund                           --       1,000
</TABLE>
 
   For federal income tax purposes, the following Funds have a capital loss
carryforward as of September 30, 1995 which expires in 2003:

Growth Stock Fund               $2,825,300
Income Fund                        723,300
 
   The average monthly balance of dollar rolls outstanding during the year ended
September 30, 1995 for the Income Fund was approximately $4,142,000. The amount
of dollar rolls outstanding at September 30, 1995 was $5,940,665, which was
10.2% of total assets.

Note 5. Joint Repurchase Agreement Account
   The Company, along with other affiliated registered investment companies,
transfers uninvested cash balances into a single joint account, the daily
aggregate balance of which is invested in one or more repurchase agreements
collateralized by U.S. Treasury or federal agency obligations. At September 30,
1995, the Company had a 9.01% undivided interest, in the aggregate, in the
repurchase agreements in the joint account which represented $65,929,000 in
principal amount, in the aggregate, as follows:

<TABLE>
<CAPTION>
                                Percentage      Principal
Company                          Interest        Amount
- ----------------------------    ----------     -----------
<S>                             <C>            <C>
Growth Stock Fund                   .66%       $ 4,819,000
Stock Index Fund                   1.71         12,494,000
International Stock Fund           1.12          8,175,000
Active Balanced Fund               3.50         25,625,000
Balanced Fund                      1.00          7,338,000
Income Fund                        1.02          7,478,000
</TABLE>
 
   As of such date, each repurchase agreement in the joint account and the
collateral therefor was as follows:

   Bear, Stearns & Co., Inc., 6.375%, in the principal amount of $225,000,000,
repurchase price $225,119,531, due 10/2/95. The value of the collateral
including accrued interest was $229,660,959.

   BT Securities Corp., 6.10%, in the principal amount of $56,863,000,
repurchase price $56,891,905, due 10/2/95. The value of the collateral including
accrued interest was $58,082,904.

   Goldman, Sachs & Co., 6.45%, in the principal amount of $225,000,000,
repurchase price $225,120,938, due 10/2/95. The value of the collateral
including accrued interest was $229,500,013.

   Smith Barney, Inc., 6.43%, in the principal amount of $225,000,000,
repurchase price $225,120,563, due 10/2/95. The value of the collateral
including accrued interest was $229,500,366.

Note 6. Capital
   Each Fund has authorized an unlimited number of shares of beneficial interest
at $.001 par value per share.

   Transactions in shares of beneficial interest during the years ended
September 30, 1995 and 1994 were as follows:
Year ended September 30, 1995:

<TABLE>
<CAPTION>
                                       Shares
                                      Issued in
                                    Reinvestment                 Increase
                          Shares    of Dividends/    Shares      in Shares
Fund                       Sold     Distributions   Redeemed    Outstanding
- ----------------------- ----------  -------------  -----------  -----------
<S>                     <C>         <C>            <C>          <C>
Growth Stock Fund        9,932,496        4,078     (5,248,506)  4,688,068
Stock Index Fund         4,340,797      107,238     (1,725,892)  2,722,143
International Stock
 Fund                    6,497,880      228,737     (4,691,305)  2,035,312
Active Balanced Fund     4,883,689      242,395     (1,856,069)  3,270,015
Balanced Fund            2,303,919      168,832     (1,702,980)    769,771
Income Fund              1,204,925      296,456       (675,384)    825,997
Money Market Fund       55,919,976    2,813,967    (47,010,598) 11,723,345
</TABLE>
 
                                      B-78

<PAGE>
                THE PRUDENTIAL        NOTES TO
(LOGO)          INSTITUTIONAL         FINANCIAL STATEMENTS
                FUND

Year ended September 30, 1994:
<TABLE>
<CAPTION>
                                       Shares
                                     Issued in
                                    Reinvestment                 Increase
                         Shares    of Dividends/     Shares      in Shares
Fund                      Sold     Distributions    Redeemed    Outstanding
- ---------------------- ----------  --------------  -----------  -----------
<S>                    <C>         <C>             <C>          <C>
Growth Stock Fund       6,739,890        14,450     (1,804,735)  4,949,605
Stock Index Fund        2,697,792        52,328       (744,579)  2,005,541
International Stock
 Fund                   6,022,403        42,326     (1,702,734)  4,361,995
Active Balanced Fund    5,244,905        81,781     (1,404,380)  3,922,306
Balanced Fund           3,900,150       118,117       (556,779)  3,461,488
Income Fund             1,613,971       216,368       (809,032)  1,021,307
Money Market Fund      32,311,167     1,277,602    (17,493,001) 16,095,768
</TABLE>
 
   Of the shares outstanding at September 30, 1995, PIFM and affiliates owned
the following shares:

<TABLE>
<CAPTION>
Fund                                    Shares
- --------------------------            ----------
<S>                                   <C>
Growth Stock Fund                      4,724,608
Stock Index Fund                       3,429,256
International Stock Fund               4,962,191
Active Balanced Fund                   2,396,951
Balanced Fund                          3,356,418
Income Fund                            2,889,945
Money Market Fund                     27,811,405
</TABLE>
 
                                      B-79

<PAGE>
                THE PRUDENTIAL         INDEPENDENT
(LOGO)          INSTITUTIONAL          AUDITORS' REPORT
                FUND
The Shareholders and Trustees of
The Prudential Institutional Fund:

   We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments, of The Prudential Institutional Fund
(consisting of the Growth Stock Fund, Stock Index Fund, International Stock
Fund, Active Balanced Fund, Balanced Fund, Income Fund and Money Market Fund),
as of September 30, 1995, the related statements of operations for the year then
ended and of changes in net assets for each of the two years in the period then
ended, and the financial highlights for the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
September 30, 1995, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each of the
respective portfolios constituting The Prudential Institutional Fund as of
September 30, 1995, the results of their operations, the changes in their net
assets, and the financial highlights for the periods presented in conformity
with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, New York
November 16, 1995
                                      B-80

<PAGE>
                THE PRUDENTIAL            GROWTH STOCK FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS
            Common Stocks--98.5%
            Aerospace/Defense--3.5%
 115,500    Boeing Co..........................  $10,005,188
                                                 -----------
            Airlines--1.7%
  56,800    AMR Corp.(a).......................    5,083,600
                                                 -----------
            Automobiles & Trucks--1.4%
  69,200    General Motors Corp................    3,944,400
                                                 -----------
            Beverages--3.1%
  40,800    Coca-Cola Co.......................    3,371,100
  87,300    PepsiCo Inc........................    5,521,725
                                                 -----------
                                                   8,892,825
                                                 -----------
            Capital Goods--0.6%
  34,100    Duracell International Inc.........    1,692,213
                                                 -----------
            Chemicals--1.4%
   3,170    Ciba-Geigy Ltd. (Switzerland)......    3,961,502
                                                 -----------
            Commercial Services--1.3%
 125,750    CUC International, Inc.(a).........    3,678,188
                                                 -----------
            Computer Software & Services--18.0%
  93,400    3Com Corp.(a)......................    3,724,325
 110,800    America Online Inc.................    6,204,800
  84,800    AutoDesk, Inc......................    3,201,200
 162,800    Cisco Systems, Inc.(a).............    7,549,850
            Computer Associates International,
  93,950      Inc..............................    6,729,169
 206,900    EMC Corp.(a).......................    4,525,937
 100,300    Macromedia Inc.....................    4,287,825
  57,100    Microsoft Corp.(a).................    5,888,437
  71,000    SAP AG (ADR) (Germany).............    3,390,250

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
  54,400    Seagate Technology, Inc.(a)........  $ 2,978,400
 104,300    Symbol Technologies, Inc.(a).......    3,663,538
                                                 -----------
                                                  52,143,731
                                                 -----------
            Cosmetics & Soaps--1.2%
  66,700    Gillette Co........................    3,451,725
                                                 -----------
            Drugs & Medical Supplies--10.4%
 156,500    Astra AB Class A (Sweden)..........    7,234,170
  58,300    Johnson & Johnson Co...............    5,378,175
  98,200    Lilly (Eli) & Co...................    6,383,000
  80,000    Pfizer Inc.........................    5,360,000
            Smith Kline Beecham PLC (ADR)
 108,900      (United Kingdom).................    5,608,350
                                                 -----------
                                                  29,963,695
                                                 -----------
            Electronics--5.9%
  76,600    Hewlett-Packard Co.................    7,200,400
  96,700    Intel Corp.........................    5,499,813
 160,900    LSI Logic Corp.(a).................    4,304,075
                                                 -----------
                                                  17,004,288
                                                 -----------
            Financial Services--6.3%
 184,700    Federal National Mortgage Assn.....    5,887,312
  68,833    First Data Corp....................    4,852,726
  70,500    Mutual Risk Management, Ltd........    2,916,938
 106,600    The PMI Group Inc..................    4,650,425
                                                 -----------
                                                  18,307,401
                                                 -----------
            Hospital Management--3.8%
  90,300    Phycor, Inc.(a)....................    3,973,200
 112,500    United Healthcare Corp.............    6,918,750
                                                 -----------
                                                  10,891,950
                                                 -----------
            Insurance--2.4%
  33,100    CIGNA Corp.........................    3,781,675
  63,700    ITT Hartford Group Inc.............    3,121,300
                                                 -----------
                                                   6,902,975
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-81

<PAGE>
                THE PRUDENTIAL            GROWTH STOCK FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Leisure--4.4%
 132,500    Disney (Walt) Co...................  $ 8,463,437
  72,200    ITT Corp. (New)....................    4,332,000
                                                 -----------
                                                  12,795,437
                                                 -----------
            Lodging--0.8%
  24,400    Hilton Hotels Corp.................    2,293,600
                                                 -----------
            Machinery--1.1%
  83,700    Harnischfeger Industries, Inc......    3,243,375
                                                 -----------
            Media--8.1%
            Clear Channel Communications,
  93,600      Inc.(a)..........................    5,288,400
 154,100    Eagle River Interactive Inc.(a)....    2,003,300
 128,800    Omnicom Group......................    5,796,000
            Reuters Holdings PLC (ADR)
 100,300      (United Kingdom).................    6,532,037
  54,700    Scholastic Corp.(a)................    3,760,625
                                                 -----------
                                                  23,380,362
                                                 -----------
            Miscellaneous Basic Industry--0.9%
  77,500    Applied Materials, Inc.(a).........    2,702,813
                                                 -----------
            Petroleum Services--1.1%
            Schlumberger, Ltd. (ADR)
  39,100      (Netherlands)....................    3,093,788
                                                 -----------
            Restaurants--1.6%
            Lone Star Steakhouse & Saloon,
 122,500      Inc.(a)..........................    4,685,625
                                                 -----------
            Retail--9.6%
 153,100    AutoZone, Inc.(a)..................    5,186,262
 117,100    Corporate Express, Inc.(a).........    3,864,300
 168,000    General Nutrition Cos., Inc.(a)....    4,200,000
 137,400    Gymboree Corp.(a)..................    3,589,575
  74,833    Home Depot, Inc....................    3,582,630
  65,400    Kohls Corp.(a).....................    4,144,725
  73,900    Micro Warehouse, Inc.(a)...........    3,066,850
                                                 -----------
                                                  27,634,342
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Technology--2.6%
  41,500    Broderbund Software Inc............  $ 1,566,625
  32,333    Chiron Corp.(a)....................    3,176,717
  60,500    Intuit Inc.........................    2,722,500
                                                 -----------
                                                   7,465,842
                                                 -----------
            Telecommunications--6.3%
            Ericsson (L.M.) Telephone Co.,
 136,600      (ADR) (Sweden)...................    2,919,825
 161,700    MCI Communications Corp............    4,891,425
  54,600    Nokia Corp. (ADR) (Finland)........    1,870,050
  97,000    Tellabs, Inc.(a)...................    4,692,375
            Vodafone Group PLC (ADR)
 101,500      (United Kingdom).................    3,806,250
                                                 -----------
                                                  18,179,925
                                                 -----------
            Transportation--1.0%
            Wisconsin Central Transportation
  44,400      Corp.(a).........................    2,952,600
                                                 -----------
            Total common stocks
            (cost $221,117,430)................  284,351,390
                                                 -----------
Principal
 Amount
 (000)      SHORT-TERM INVESTMENT
- --------
            Repurchase Agreement--1.4%
$  4,122    Joint Repurchase Agreement Account,
            5.35%, 04/01/96 (Note 4)
              (cost $4,122,000)................    4,122,000
                                                 -----------
            Total Investments--99.9%
            (cost $225,239,430; Note 3)........  288,473,390
            Other assets in excess of
              liabilities--0.1%................      398,096
                                                 -----------
            Net Assets--100%................... $288,871,486
                                                 -----------
                                                 -----------
</TABLE>
 
- ---------------
(a) Non-income producing security.
ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                       B-82


<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS
            Common Stocks and Equivalents--96.0%
            Aerospace/Defense--2.2%
   8,200    Allied-Signal, Inc.................  $   484,825
  10,000    Boeing Co..........................      866,250
   1,800    General Dynamics Corp..............      105,300
   5,730    Lockheed Corp......................      434,764
   5,000    Loral Corp.........................      245,000
   3,300    McDonnell Douglas Corp.............      302,363
   1,400    Northrop Corp......................       89,075
   7,000    Raytheon Co........................      358,750
   6,300    Rockwell International Corp........      370,912
                                                 -----------
                                                   3,257,239
                                                 -----------
            Airlines--0.3%
   2,250    AMR Corp.(a).......................      201,375
   1,500    Delta Airlines, Inc................      115,313
   4,100    Southwest Airlines Co..............      121,462
   1,900    USAir Group Inc.(a)................       34,675
                                                 -----------
                                                     472,825
                                                 -----------
            Aluminum--0.4%
   6,500    Alcan Aluminum Ltd.................      209,625
   5,100    Aluminum Co. of America............      319,388
   1,850    Reynolds Metals Co.................      109,381
                                                 -----------
                                                     638,394
                                                 -----------
            Automobiles & Trucks--2.3%
  11,000    Chrysler Corp......................      684,750
   1,100    Cummins Engine, Inc................       44,412
   3,000    Dana Corp..........................      100,125
   1,800    Echlin Inc.........................       65,250
  31,100    Ford Motor Co......................    1,069,062
  21,800    General Motors Corp................    1,160,850
   3,600    Genuine Parts Co...................      162,000
   1,200    Johnson Controls, Inc..............       89,550

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
   2,420    Navistar International Corp.(a)....  $    25,108
   1,500    Safety Kleen Corp..................       21,563
                                                 -----------
                                                   3,422,670
                                                 -----------
            Banking--6.9%
  13,130    Banc One Corp......................      467,756
   3,200    Bank of Boston Corp................      158,800
   5,800    Bank of New York Co., Inc..........      298,700
  10,800    BankAmerica Corp...................      837,000
   2,300    Bankers Trust NY Corp..............      163,013
   2,800    Barnett Banks, Inc.................      174,300
   4,600    Boatmen's Bancshares...............      180,550
   5,200    Chase Manhattan Corp...............      382,200
   7,300    Chemical Banking Corp..............      514,650
  14,100    Citicorp...........................    1,128,000
   3,400    Comerica, Inc......................      141,950
   4,000    CoreStates Financial Corp..........      169,500
   2,900    Fifth Third Bancorp................      168,200
   4,200    First Bank System, Inc.............      250,425
   9,301    First Chicago Corp.................      385,991
   2,200    First Interstate Bank Corp.........      381,700
   8,300    First Union Corp...................      502,150
   7,687    Fleet Financial Group, Inc.........      311,323
   1,700    Golden West Financial Corp.........       91,163
   4,000    Great Western Financial Corp.......       96,500
   3,300    H.F. Ahmanson & Co.................       80,025
   6,800    KeyCorp............................      262,650
   4,025    Mellon Bank Corp...................      221,878
   5,400    Morgan (J.P.) & Co., Inc...........      448,200
   4,100    National City Corp.................      144,013
   8,600    NationsBank Corp...................      689,075
  10,300    Norwest Corp.......................      378,525
   9,900    PNC Financial Corp.................      304,425
   1,600    Republic New York Corp.............       95,200
   3,300    Suntrust Banks, Inc................      231,000
   4,300    U.S. Bancorp.......................      146,200
   1,450    Wells Fargo & Co...................      378,450
                                                 -----------
                                                  10,183,512
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-83

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Beverages--3.7%
   1,200    Adolph Coors Co....................  $    21,450
   7,400    Anheuser Busch Cos., Inc...........      498,575
   2,000    Brown-Forman Corp..................       80,250
  36,500    Coca-Cola Co.......................    3,015,812
  22,900    PepsiCo Inc........................    1,448,425
  10,900    Seagram Co., Ltd...................      352,888
                                                 -----------
                                                   5,417,400
                                                 -----------
            Chemicals--2.6%
   3,200    Air Products & Chemicals, Inc......      174,800
   7,600    Dow Chemical Co....................      660,250
  16,200    duPont (E.I.) de Nemours & Co......    1,344,600
   2,300    Eastman Chemical Co................      158,987
   2,800    Grace (W.R.) & Co..................      219,100
   3,200    Hercules, Inc......................      198,400
   3,400    Monsanto Co........................      521,900
   1,900    Nalco Chemical Co..................       58,425
   2,000    Rohm & Haas Co.....................      133,000
   1,500    Sigma-Aldrich......................       85,875
   4,000    Union Carbide Corp.................      198,500
                                                 -----------
                                                   3,753,837
                                                 -----------
            Chemical-Specialty--0.4%
   4,225    Engelhard Corp.....................       98,759
   1,900    Great Lakes Chemical Corp..........      128,013
   4,300    Morton International, Inc..........      165,013
   4,300    Praxair, Inc.......................      171,462
   1,300    Raychem Corp.......................       83,850
                                                 -----------
                                                     647,097
                                                 -----------
            Commercial Services--0.2%
   5,250    CUC International, Inc.(a).........      153,563
   2,400    Deluxe Corp........................       75,300
     800    Harland (John H.) Co...............       17,600
   2,900    Moore Corp. Ltd....................       56,550
   1,400    Ogden Corp.........................       27,300
                                                 -----------
                                                     330,313
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Computer Software & Services--3.8%
   4,700    3Com Corp.(a)......................  $   187,412
   1,500    AutoDesk, Inc......................       56,625
   8,400    Automatic Data Processing, Inc.....      330,750
   5,300    Bay Networks, Inc.(a)..............      162,975
   2,100    Cabletron Systems, Inc.(a).........      139,125
   1,900    Ceridian Corp.(a)..................       81,700
  16,000    Cisco Systems, Inc.(a).............      742,000
            Computer Associates International,
   7,000      Inc..............................      501,375
   1,650    Computer Sciences Corp.(a).........      116,119
   4,500    EMC Corp.(a).......................       98,438
   1,300    Intergraph Corp.(a)................       20,800
   6,000    Micron Technology Inc..............      188,250
  17,300    Microsoft Corp.(a).................    1,784,062
  10,800    Novell, Inc.(a)....................      144,450
  12,650    Oracle Systems Corp.(a)............      596,131
   4,600    Silicon Graphics Inc.(a)...........      115,000
   5,400    Sun Microsystems Inc.(a)...........      236,250
   3,300    Tandem Computers Inc.(a)...........       29,288
                                                 -----------
                                                   5,530,750
                                                 -----------
            Construction--0.2%
   2,400    Fluor Corp.........................      163,800
   1,200    Foster Wheeler Corp................       53,250
     800    Kaufman & Broad Home Corp..........       12,800
     700    Pulte Corp.........................       18,813
                                                 -----------
                                                     248,663
                                                 -----------
            Consumer Goods--0.5%
     900    Centex Corp........................       27,900
   1,300    Fleetwood Enterprises, Inc.........       32,175
   4,700    Lowes Companies, Inc...............      168,025
   4,600    Masco Corp.........................      133,400
   3,200    Maytag Corp........................       64,800
   1,500    Owens-Corning Fiberglas Corp.(a)...       60,188
            Pioneer Hi Bred International,
   2,400      Inc..............................      126,300
   1,300    Stanley Works......................       71,500
   2,200    Whirlpool Corp.....................      121,550
                                                 -----------
                                                     805,838
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-84

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Containers--0.2%
     900    Ball Corp..........................  $    27,900
   1,500    Bemis, Inc.........................       47,063
   3,600    Crown Cork & Seal, Inc.(a).........      175,500
                                                 -----------
                                                     250,463
                                                 -----------
            Cosmetics & Soaps--2.2%
     800    Alberto Culver Co..................       30,800
   1,950    Avon Products, Inc.................      167,212
   1,500    Clorox Co..........................      129,188
   4,200    Colgate-Palmolive Co...............      327,075
  12,900    Gillette Co........................      667,575
            International Flavors & Fragrances
   3,250      Inc..............................      155,594
  20,000    Procter & Gamble Co................    1,695,000
                                                 -----------
                                                   3,172,444
                                                 -----------
            Diversified Gas--0.2%
   3,000    Coastal Corp.......................      118,500
     500    Eastern Enterprises, Inc...........       17,750
   2,100    Enserch Corp.......................       34,125
   1,500    NICOR Inc..........................       40,125
     700    Oneok Inc..........................       16,713
                                                 -----------
                                                     227,213
                                                 -----------
            Drugs & Medical Supplies--8.9%
  23,000    Abbott Laboratories................      937,250
   2,400    ALZA Corp.(a)......................       73,800
   9,100    American Home Products Corp........      986,212
   7,700    Amgen, Inc.(a).....................      447,562
   1,700    Bard (C.R.), Inc...................       60,563
   1,600    Bausch & Lomb, Inc.................       59,200
   7,900    Baxter International Inc...........      357,475
   1,900    Becton Dickinson & Co..............      155,563
   3,300    Biomet, Inc.(a)....................       46,200
   5,000    Boston Scientific Corp.(a).........      230,000
  14,650    Bristol-Myers Squibb Co............    1,254,406
  19,400    Johnson & Johnson Co...............    1,789,650
  16,000    Lilly (Eli) & Co...................    1,040,000
   6,800    Medtronic, Inc.....................      405,450

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
  35,800    Merck & Co., Inc...................  $ 2,228,550
  18,500    Pfizer Inc.........................    1,239,500
  14,655    Pharmacia & Upjohn, Inc............      584,368
  10,600    Schering-Plough Corp...............      616,125
   2,000    St. Jude Medical, Inc.(a)..........       74,625
   1,600    United States Surgical Corp........       52,400
   4,000    Warner Lambert Co..................      413,000
                                                 -----------
                                                  13,051,899
                                                 -----------
            Electronics--3.9%
   3,700    Advanced Micro Devices, Inc.(a)....       63,825
   3,000    Amdahl Corp.(a)....................       25,500
   6,284    AMP Inc............................      260,000
   3,700    Apple Computer, Inc................       90,881
     800    Cray Research, Inc.(a).............       23,300
   1,100    Data General Corp.(a)..............       16,088
   4,400    Digital Equipment Corp.(a).........      242,550
   1,300    EG&G, Inc..........................       29,088
   6,500    Emerson Electric Co................      524,875
   2,000    General Instrument Corp.(a)........       54,750
   1,100    Harris Corp........................       68,063
  14,900    Hewlett-Packard Co.................    1,400,600
  23,900    Intel Corp.........................    1,359,312
   3,800    LSI Logic Corp.(a).................      101,650
  17,200    Motorola, Inc......................      911,600
   3,900    National Semiconductors Corp.(a)...       54,113
   1,300    Perkin Elmer Corp..................       70,362
   1,800    Tandy Corp.........................       83,250
   1,000    Tektronix, Inc.....................       32,500
   5,500    Texas Instruments Inc..............      279,812
     550    Thomas & Betts Corp................       41,250
                                                 -----------
                                                   5,733,369
                                                 -----------
            Financial Services--3.0%
  14,000    American Express Co................      691,250
   1,500    Beneficial Corp....................       86,438
   3,100    Block (H&R), Inc...................      111,988
   4,958    Dean Witter Discover & Co..........      283,845
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-85

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Financial Services, cont'd.
   5,300    Federal Home Loan Mortgage Corp....  $   451,825
  31,800    Federal National Mortgage Assn.....    1,013,625
   6,500    First Data Corp....................      458,250
   3,900    Green Tree Financial Corp..........      134,062
   2,900    Household International Corp.......      195,025
   6,425    MBNA Corp..........................      190,341
   5,100    Merrill Lynch & Co., Inc...........      309,825
   4,500    Morgan Stanley Group, Inc..........      232,875
   3,100    Salomon, Inc.......................      116,250
   1,950    Transamerica Corp..................      146,006
                                                 -----------
                                                   4,421,605
                                                 -----------
            Food & Beverage--2.6%
  15,295    Archer-Daniels-Midland Co..........      281,046
   7,200    Campbell Soup Co...................      438,300
   7,100    ConAgra, Inc.......................      288,437
   4,200    CPC International, Inc.............      291,375
     296    Earthgrains Co.....................        8,843
   1,000    Fleming Cos., Inc..................       14,250
   4,650    General Mills, Inc.................      271,444
   1,800    Giant Foods, Inc...................       59,400
  10,700    Heinz (H.J.) Co....................      354,437
   2,200    Hershey Foods Corp.................      163,900
   6,350    Kellogg Co.........................      481,012
   3,900    Quaker Oats Co.....................      130,163
   3,100    Ralston Purina Co..................      207,313
  14,100    Sara Lee Corp......................      460,012
   5,400    Sysco Corp.........................      177,525
   3,400    Wrigley (W.M.) Junior Co...........      199,325
                                                 -----------
                                                   3,826,782
                                                 -----------
            Forest Products--1.5%
   1,400    Boise Cascade Corp.................       58,800
   2,800    Champion International Corp........      126,700
   2,650    Georgia Pacific Corp...............      183,844
   8,817    International Paper Co.............      347,165
   2,400    James River Corp...................       61,800
   8,108    Kimberly Clark Corp................      604,046
   3,100    Louisiana Pacific Corp.............       75,563

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
   1,600    Mead Corp..........................  $    86,400
     800    Potlatch Corp......................       34,200
   3,100    Stone Container Corp...............       43,400
   1,600    Temple Inland Inc..................       75,000
   2,000    Union Camp Corp....................       99,250
   3,000    Westvaco Corp......................       88,125
   5,900    Weyerhaeuser Co....................      272,137
   1,600    Willamette Industries, Inc.........       96,400
                                                 -----------
                                                   2,252,830
                                                 -----------
            Gas Pipelines--0.6%
   4,518    Cinergy Corp.......................      135,540
   1,600    Columbia Gas System, Inc.(a).......       73,400
   2,700    Consolidated Natural Gas Co........      117,450
   7,300    Enron Corp.........................      269,187
   3,400    Noram Energy Corp..................       31,450
   4,400    Panhandle Eastern Corp.............      136,950
   1,100    Peoples Energy Corp................       35,613
   2,900    Williams Cos., Inc.................      146,087
                                                 -----------
                                                     945,677
                                                 -----------
            Hospital Management--1.2%
   2,700    Beverly Enterprises, Inc.(a).......       29,700
  12,952    Columbia Healthcare Corp...........      747,978
   1,100    Community Psychiatric Centers......        9,213
   4,600    Humana, Inc.(a)....................      115,575
   1,800    Manor Care, Inc....................       70,650
   3,400    Service Corp. International........      165,750
     700    Shared Medical Systems Corp........       42,175
   6,000    Tenet Healthcare Corp.(a)..........      126,000
   4,500    U.S. HealthCare Inc................      206,437
   5,100    United Healthcare Corp.............      313,650
                                                 -----------
                                                   1,827,128
                                                 -----------
            Housing Construction
   1,100    Armstrong World Industries.........       68,338
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-86

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Insurance--3.6%
   3,300    Aetna Life & Casualty Co...........  $   249,150
            Alexander & Alexander Services,
   1,400      Inc..............................       26,425
  12,974    Allstate Corp......................      546,530
   5,900    American General Corp..............      203,550
            American International Group,
  13,812      Inc..............................    1,293,148
   2,550    Chubb Corp.........................      239,381
   2,250    CIGNA Corp.........................      257,062
   2,400    General Re Corp....................      349,800
   3,400    ITT Hartford Group Inc.............      166,600
   2,025    Jefferson-Pilot Corp...............      109,097
   3,000    Lincoln National Corp..............      152,250
   2,100    Marsh & McLennan Cos...............      195,038
   2,700    Providian Corp.....................      120,488
   3,700    SAFECO Corp........................      123,950
   2,500    St. Paul Companies, Inc............      138,750
   2,050    Torchmark Corp.....................       92,250
   9,231    Travelers, Inc.....................      609,246
   2,100    UNUM Corp..........................      124,950
   3,200    USF&G Corp.........................       49,600
   1,350    USLIFE Corp........................       39,656
   4,900    Wachovia Corp......................      219,275
                                                 -----------
                                                   5,306,196
                                                 -----------
            Leisure--1.4%
   1,500    Bally Entertainment Group(a).......       25,875
   2,800    Brunswick Corp.....................       64,400
  19,692    Disney (Walt) Co...................    1,257,826
   2,900    Harrahs Entertainment Inc.(a)......       85,187
   2,600    Hasbro, Inc........................       96,200
   3,500    ITT Corp. (New)....................      210,000
   1,000    King World Productions, Inc.(a)....       41,375
   8,087    Mattel, Inc........................      219,360
     500    Outboard Marine Corp...............        9,563
                                                 -----------
                                                   2,009,786
                                                 -----------
            Lodging--0.2%
   1,400    Hilton Hotels Corp.................      131,600
   3,600    Marriott International, Inc.(a)....      171,000
                                                 -----------
                                                     302,600
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Machinery--1.2%
     800    Briggs & Stratton Corp.............  $    34,500
   2,100    Case Corp..........................      106,837
   5,800    Caterpillar Inc....................      394,400
     900    Cincinnati Milacron, Inc...........       23,625
   3,100    Cooper Industries, Inc.............      120,900
   7,600    Deere & Co.........................      317,300
   3,300    Dover Corp.........................      150,975
   2,300    Eaton Corp.........................      138,575
   1,000    Giddings & Lewis, Inc..............       19,000
   1,400    Harnischfeger Industries, Inc......       54,250
   3,200    Ingersoll Rand Co..................      130,400
   1,102    PACCAR Inc.........................       53,722
   2,150    Parker Hannifin Corp...............       80,625
   1,200    Snap-On Tools Corp.................       56,100
     900    Timken Co..........................       41,513
   1,100    Varity Corp.(a)....................       47,575
                                                 -----------
                                                   1,770,297
                                                 -----------
            Media--1.9%
   6,950    Comcast Corp.......................      122,928
   4,400    Donnelley (R.R.) & Sons, Co........      151,800
   2,800    Dow Jones & Co., Inc...............      107,800
   4,900    Dun & Bradstreet Corp..............      297,062
   4,050    Gannett, Inc.......................      272,363
   2,300    Interpublic Group Cos., Inc........      108,675
   1,450    Knight-Ridder, Inc.................       98,781
   1,500    McGraw Hill, Inc...................      130,125
     800    Meredith Corp......................       33,000
   2,900    New York Times Co..................       84,100
  11,200    Time Warner, Inc...................      457,800
   3,200    Times Mirror Co....................      126,000
   1,900    Tribune Co.........................      125,163
  13,700    U.S. West Media Group, Inc.(a).....      282,562
  10,639    Viacom Inc.(a).....................      448,168
                                                 -----------
                                                   2,846,327
                                                 -----------
            Mineral Resources--1.0%
   1,300    ASARCO Inc.........................       45,500
            Barrick Gold Corp. (ADR)
  10,200      (Canada).........................      309,825
</TABLE>
 
                                         See Notes to Financial Statements.

                                       B-87

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Mineral Resources, cont'd.
   2,750    Cyprus Minerals Co.................  $    77,688
   3,900    Echo Bay Mines, Ltd................       52,650
            Freeport-McMoRan Copper & Gold
   6,000      Inc..............................      189,750
   4,000    Homestake Mining Co................       77,500
   3,500    INCO, Ltd..........................      110,687
   2,798    Newmont Mining Corp................      158,437
   2,000    Phelps-Dodge Corp..................      137,250
   6,900    Placer Dome, Inc...................      199,237
   3,740    Santa Fe Pacific Gold Corp.........       59,840
                                                 -----------
                                                   1,418,364
                                                 -----------
            Miscellaneous Basic Industry--4.9%
   5,200    Applied Materials, Inc.(a).........      181,350
   6,100    Browning Ferris Industries, Inc....      192,150
     900    Crane Co...........................       36,338
   1,800    Ecolab, Inc........................       54,000
   1,050    FMC Corp.(a).......................       78,881
  48,600    General Electric Co................    3,784,725
   1,400    General Signal Corp................       50,750
   1,500    Grainger (W.W.) Inc................      100,687
   3,400    Illinois Tool Works, Inc...........      219,725
   3,400    ITT Industries Inc.................       86,700
   3,400    Loews Corp.........................      257,125
   2,200    Mallinckrodt Group Inc.............       82,775
   1,300    Millipore Corp.....................       49,725
     250    NACCO Industries, Inc..............       14,219
   3,233    Pall Corp..........................       82,846
   5,600    PPG Industries, Inc................      273,700
   1,600    Teledyne, Inc......................       44,800
   2,500    Textron, Inc.......................      200,000
     900    Trinova Corp.......................       28,688
   1,900    TRW Inc............................      169,337
   4,400    Tyco International Ltd.............      157,300
   3,600    United Technologies Corp...........      404,100
  12,000    Westinghouse Electric Corp.........      231,000
  14,200    WMX Technologies, Inc..............      450,850
                                                 -----------
                                                   7,231,771
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Miscellaneous Consumer Growth--2.1%
   1,900    Allergan, Inc......................  $    70,063
   2,400    American Greetings Corp............       66,300
   2,500    Black & Decker Corp................       94,687
   6,700    Corning, Inc.......................      234,500
   2,700    Dial Corp..........................       75,600
  10,000    Eastman Kodak Co...................      710,000
   1,100    Jostens, Inc.......................       24,613
            Minnesota Mining & Manufacturing
  12,200      Co...............................      791,475
   1,300    Polaroid Corp......................       58,500
   1,800    Premark International Inc..........       96,525
   4,500    Rubbermaid, Inc....................      127,687
   4,700    Unilever N.V.......................      638,025
   3,000    Whitman Corp.......................       72,750
                                                 -----------
                                                   3,060,725
                                                 -----------
            Office Equipment & Supplies--2.2%
   3,700    Alco Standard Corp.................      192,863
   1,500    Avery Dennison Corp................       81,000
   7,700    Compaq Computer Corp.(a)...........      297,412
   3,700    Honeywell, Inc.....................      204,425
            International Business Machines
  16,500      Corp.............................    1,833,562
   4,400    Pitney Bowes, Inc..................      215,600
   5,300    Unisys Corp.(a)....................       31,800
   3,150    Xerox Corp.........................      395,325
                                                 -----------
                                                   3,251,987
                                                 -----------
            Petroleum--8.0%
   2,700    Amerada Hess Corp..................      148,500
  14,400    Amoco Corp.........................    1,040,400
   1,800    Ashland Oil, Inc...................       69,075
   4,750    Atlantic Richfield Co..............      565,250
   3,600    Burlington Resources Inc...........      133,650
  18,900    Chevron Corp.......................    1,060,762
  36,150    Exxon Corp.........................    2,950,744
   1,500    Kerr McGee Corp....................       95,250
   1,000    Louisiana Land & Exploration Co....       46,625
  11,500    Mobil Corp.........................    1,332,562
   9,200    Occidental Petroleum Corp..........      246,100
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-88

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Petroleum, cont'd.
   1,300    Pennzoil Co........................  $    51,675
   7,600    Phillips Petroleum Co..............      300,200
            Royal Dutch Petroleum Co. (ADR)
  15,600      (Netherlands)....................    2,203,500
            Santa Fe Energy Resources,
   2,900      Inc.(a)..........................       30,450
   2,200    Sun Co., Inc.......................       63,525
   5,100    Tenneco, Inc.......................      284,963
   7,700    Texaco, Inc........................      662,200
   7,200    Unocal Corp........................      240,300
   8,400    USX Marathon Corp..................      161,700
   1,500    Western Atlas, Inc.(a).............       90,000
                                                 -----------
                                                  11,777,431
                                                 -----------
            Petroleum Services--0.9%
   4,200    Baker Hughes Inc...................      122,850
   5,300    Dresser Industries, Inc............      161,650
   3,300    Halliburton Co.....................      187,687
     700    Helmerich & Payne, Inc.............       23,625
   1,700    McDermott International, Inc.......       32,725
   3,000    Oryx Energy Co.(a).................       41,625
   2,400    Rowan Cos., Inc.(a)................       30,600
            Schlumberger, Ltd. (ADR)
   7,000      (Netherlands)....................      553,875
   2,600    Sonat Inc..........................       93,600
                                                 -----------
                                                   1,248,237
                                                 -----------
            Railroads--1.0%
   4,165    Burlington Northern Inc............      342,051
   2,300    Consolidated Rail Corp.............      164,738
   6,100    CSX Corp...........................      278,312
   3,800    Norfolk Southern Corp..............      323,000
   6,000    Union Pacific Corp.................      411,750
                                                 -----------
                                                   1,519,851
                                                 -----------
            Restaurants--0.8%
   4,850    Darden Restaurants Inc.............       65,475
     600    Luby's Cafeterias, Inc.............       13,875
  20,300    McDonald's Corp....................      974,400
            Ryan's Family Steak Houses,
     900      Inc.(a)..........................        8,100

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
     700    Shoney's Inc.(a)...................  $     6,300
   3,400    Wendy's International, Inc.........       61,625
                                                 -----------
                                                   1,129,775
                                                 -----------
            Retail--4.9%
   7,300    Albertsons, Inc....................      271,012
   4,200    American Stores Co.................      138,600
     700    Brown Group, Inc...................        9,450
   2,500    Charming Shoppes, Inc..............       12,891
   2,800    Circuit City Stores, Inc...........       83,650
   2,100    Dayton Hudson Corp.................      178,237
   3,200    Dillard Department Stores, Inc.....      110,800
            Federated Department Stores,
   5,800      Inc.(a)..........................      187,050
   4,200    Gap, Inc...........................      232,575
            Great Atlantic & Pacific Tea
   1,000      Inc..............................       31,000
   2,100    Harcourt General, Inc..............       95,287
  13,866    Home Depot, Inc....................      663,835
  13,000    K mart Corp........................      121,875
   3,600    Kroger Co.(a)......................      145,800
   9,188    Limited, Inc.......................      174,572
   2,200    Liz Claiborne, Inc.................       75,350
     600    Longs Drug Stores Corp.............       28,350
   7,200    May Department Stores Co...........      347,400
   3,000    Melville Corp......................      107,625
   1,100    Mercantile Stores, Inc.............       67,513
   4,700    Newell Co..........................      125,725
   4,200    NIKE, Inc..........................      341,250
   2,400    Nordstrom, Inc.....................      116,250
   6,500    Penney (J.C.), Inc.................      323,375
   1,900    Pep Boys - Manny, Moe & Jack.......       63,650
   5,852    Price Costco, Inc.(a)..............      109,725
   2,200    Reebok International, Ltd..........       60,775
   2,400    Rite-Aid Corp......................       74,100
  11,300    Sears Roebuck & Co.................      550,875
   2,500    Sherwin Williams Co................      110,937
   1,100    Stride Rite Corp...................       10,038
   1,900    Supervalue, Inc....................       58,663
   2,000    TJX Companies, Inc.................       50,250
   7,900    Toys 'R' Us Inc.(a)................      213,300
  66,600    Wal-Mart Stores, Inc...............    1,540,125
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-89

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Retail, cont'd.
   7,200    Walgreen Co........................  $   234,900
   4,400    Winn-Dixie Stores, Inc.............      147,950
   4,000    Woolworth Corp.....................       62,500
                                                 -----------
                                                   7,277,260
                                                 -----------
            Rubber--0.2%
   2,500    Cooper Tire & Rubber...............       64,375
     800    Goodrich (B.F.) Co.................       63,600
   4,400    Goodyear Tire & Rubber Co..........      224,400
                                                 -----------
                                                     352,375
                                                 -----------
            Steel--0.3%
   2,800    Armco Inc.(a)......................       15,050
   3,200    Bethlehem Steel Corp.(a)...........       42,000
   1,400    Inland Steel Industries, Inc.......       34,650
   2,600    Nucor Corp.........................      153,725
   2,400    USX Corp. - U.S. Steel Group.......       83,100
   2,850    Worthington Industries, Inc........       56,644
                                                 -----------
                                                     385,169
                                                 -----------
            Telecommunications--1.5%
   1,333    360 Communications Co..............       31,825
   5,400    ALLTEL Corp........................      167,400
   1,725    Andrew Corp.(a)....................       65,981
   3,400    DSC Communications Corp.(a)........       91,800
  19,900    MCI Communications Corp............      601,975
   7,400    Northern Telecom Ltd...............      353,350
   2,100    Scientific Atlanta, Inc............       37,275
  10,100    Sprint Corp........................      383,800
  19,100    Tele Communications, Inc.(a).......      354,544
   2,600    Tellabs, Inc.(a)...................      125,775
                                                 -----------
                                                   2,213,725
                                                 -----------
            Textiles--0.2%
   2,100    Fruit of the Loom, Inc.(a).........       54,338
            National Service Industries,
   1,500      Inc..............................       54,375

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
   1,200    Russell Corp.......................  $    32,100
     600    Springs Industries, Inc............       27,600
   1,800    VF Corp............................       99,450
                                                 -----------
                                                     267,863
                                                 -----------
            Tobacco--1.7%
   5,300    American Brands Inc................      224,588
  24,250    Philip Morris Cos., Inc............    2,127,937
   5,600    UST, Inc...........................      178,500
                                                 -----------
                                                   2,531,025
                                                 -----------
            Trucking & Shipping--0.3%
   1,100    Caliber Systems Inc................       47,163
   1,300    Consolidated Freightways, Inc......       33,313
   1,700    Federal Express Corp.(a)...........      118,787
   8,600    Laidlaw Inc........................       91,375
   2,400    Ryder System, Inc..................       65,400
     800    Yellow Corp........................       10,000
                                                 -----------
                                                     366,038
                                                 -----------
            Utility-Communications--6.8%
  14,500    AirTouch Communications(a).........      451,313
  16,100    Ameritech Corp.....................      877,450
  46,500    AT&T Corp..........................    2,848,125
  12,700    Bell Atlantic Corp.................      784,225
  28,900    BellSouth Corp.....................    1,069,300
  28,100    GTE Corp...........................    1,232,887
  12,500    NYNEX Corp.........................      623,437
  12,500    Pacific Telesis Group..............      345,313
  17,700    SBC Communications Inc.............      931,462
   6,300    Unicom Corp........................      170,100
  13,700    US West Communications, Inc........      443,538
   3,700    WorldCom Inc.(a)...................      170,200
                                                 -----------
                                                   9,947,350
                                                 -----------
            Utility-Electric--3.1%
   5,400    American Electric Power, Inc.......      225,450
   4,300    Baltimore Gas & Electric Co........      118,788
   4,400    Carolina Power & Light Co..........      163,900
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-90

<PAGE>
                THE PRUDENTIAL            STOCK INDEX FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Utility-Electric, cont'd.
   6,000    Central & South West Corp..........  $   171,000
   6,800    Consolidated Edison Co.............      216,750
   4,300    Detroit Edison Co..................      144,588
   5,100    Dominion Resources, Inc............      202,087
   5,900    Duke Power Co......................      297,950
  13,100    Edison International...............      224,337
   6,700    Entergy Corp.......................      187,600
   5,400    FPL Group, Inc.....................      244,350
   3,500    General Public Utilities Corp......      115,500
   7,600    Houston Industries, Inc............      164,350
   4,300    Niagara Mohawk Power Corp..........       28,488
   2,000    Northern States Power Co...........       97,500
   4,600    Ohio Edison Co.....................      104,075
   4,600    PP&L Resources Inc.................      112,125
   2,500    Pacific Enterprises................       64,688
  12,100    Pacific Gas & Electric Co..........      273,762
   8,400    Pacificorp.........................      175,350
   6,500    PECO Energy Co.....................      173,062
   7,100    Public Service Enterprise Group....      195,250
  19,400    Southern Co........................      463,175
   6,500    Texas Utilities Co.................      268,937
   2,900    Union Electric Co..................      118,900
                                                 -----------
                                                   4,551,962
                                                 -----------
            Total common stocks
            (cost $114,921,129)................  141,252,400
                                                 -----------
            Preferred Stock
      50    Teledyne Inc. (Cum), Ser. E
              (cost $234)......................          725
                                                 -----------
            Total stocks
            (cost $114,921,363)................  141,253,125
                                                 -----------
</TABLE>
 
<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                 <C>
- ------------------------------------------------------------
             SHORT-TERM INVESTMENTS--4.3%
             U.S. Government--0.3%
             United States Treasury Bill
$    350 (b) 4.975%, 6/13/96...................  $   346,469
             Repurchase Agreement--4.0%
                                                   5,929,000
   5,929     Joint Repurchase Agreement
               Account,
               5.35%, 04/01/96 (Note 4)........
                                                 -----------
             Total short-term investments
             (cost $6,275,469).................    6,275,469
                                                 -----------
             Total Investments--100.3%
             (cost $121,196,832; Note 3).......  147,528,594
             Liabilities in excess of other
               assets--(0.3%)..................     (443,917)
                                                 -----------
             Net Assets--100%.................. $147,084,677
                                                 -----------
                                                 -----------
</TABLE>
- ---------------
(a) Non-income producing security.
(b) Pledged as initial margin on futures contracts.
ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                       B-91


<PAGE>
                THE PRUDENTIAL            INTERNATIONAL STOCK FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
<C>           <S>                                 <C>
- -------------------------------------------------------------
              LONG-TERM INVESTMENTS--94.0%
              Common Stocks
              Argentina--2.6%
    44,000    Telecom Argentina (ADR)  .........  $ 1,826,000
                (Utilities)
   115,000    YPF Sociedad Anonima (ADR)  ......    2,314,375
                (Oil & Gas)                       -----------
                                                    4,140,375
                                                  -----------
              Australia--7.1%
   880,000    CSR, Ltd.  .......................    2,933,241
                (Multi-Industry)
   600,000    Mayne Nickless Ltd.  .............    3,192,388
                (Multi-Industry)
   300,000    National Australia Bank Ltd.  ....    2,675,973
                (Commercial Banking)
   900,000    Pioneer International Ltd.  ......    2,690,057
                (Building Materials &             -----------
                Components)
                                                   11,491,659
                                                  -----------
              Canada--5.0%
   130,000    Bank of Nova Scotia  .............    2,933,407
                (Commercial Banking)
   270,000    Canadian Tire Corp., Ltd., Class A    3,269,125
                 .
                (Automotive Parts)
   145,000    MacMillan Bloedel Ltd.  ..........    1,848,743
                (Forestry & Paper)                -----------
                                                    8,051,275
                                                  -----------
              Finland--1.4%
   136,000    Outokumpu O.V.  ..................    2,296,955
                (Metals - Non Ferrous)            -----------

                                                        Value
Shares                   Description                 (Note 1)
- -------------------------------------------------------------
<C>           <S>                                 <C>
              France--7.7%
    12,000    Chargeurs Reunis S.A.  ...........  $ 3,070,571
                (Multi-Industry)
    30,075    Christian Dior S.A.  .............    4,006,020
                (Textiles & Apparel)
    20,000    Peugeot S.A.  ....................    3,049,131
                (Automobile Manufacturing)
    35,000    Societe Nationale Elf Aquitaine       2,372,705
                 ...............................  -----------
                (Energy)
                                                   12,498,427
                                                  -----------
              Italy--3.8%
 1,200,000    Banca Fideuram S.P.A.  ...........    1,766,730
                (Financial Services)
   215,000    Benetton Group S.P.A. (ADR)  .....    2,459,688
                (Textiles & Apparel)
 2,100,000    Parmalat Finanziaria S.P.A.  .....    1,930,019
                (Agriculture)                     -----------
                                                    6,156,437
                                                  -----------
              Japan--5.6%
   305,000    Hitachi, Ltd.  ...................    2,958,955
                (Electrical Equipment)
   180,000    Matsushita Electric Industrial        2,921,642
                Co., Ltd. .
                (Electrical Equipment)
    54,000    Sony Corp.  ......................    3,218,843
                (Electronics)                     -----------
                                                    9,099,440
                                                  -----------
              Netherlands--11.7%
    29,000    AKZO N.V.  .......................    3,222,027
                (Chemicals)
    30,000    Gamma Holding N.V.  ..............    1,271,925
                (Textiles & Apparel)
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-92

<PAGE>
                THE PRUDENTIAL            INTERNATIONAL STOCK FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
<C>           <S>                                 <C>
- -------------------------------------------------------------
              Netherlands, cont'd
    52,000    Internationale - Nederlanden
                Group N.V.  ....................  $ 3,774,042
                (Insurance)
    90,000    KLM Royal Dutch Airlines  ........    3,129,914
                (Airlines / Military Technology)
    65,000    Knp Bt (kon) Nv  .................    1,627,555
                (Forestry & Paper)
   110,000    Pakhoed Holdings N.V.  ...........    2,947,260
                (Energy Equipment & Services)
   110,000    Stork N.V.  ......................    3,080,319
                (Machinery & Engineering)         -----------
                                                   19,053,042
                                                  -----------
              New Zealand--5.3%
 1,320,000    Carter Holt Harvey Ltd.  .........    2,912,716
                (Forestry & Paper)
   700,000    Fisher & Paykel Industries Ltd.       2,240,656
                 ...............................
                (Consumer Durable Goods)
 1,400,000    Lion Nathan Ltd.  ................    3,451,564
                (Beverages & Tobacco)             -----------
                                                    8,604,936
                                                  -----------
              Norway--4.8%
   100,000    Hafslund Nycomed A.S.  ...........    2,725,623
                (Health & Personal Care)
    70,000    Orkla A.S.  ......................    3,058,149
                (Food & Household Products)
   127,900    Unitor A.S.  .....................    1,952,201
                (Business & Public Services)      -----------
                                                    7,735,973
                                                  -----------
              South Korea--6.0%
    85,000    Korea Zinc  ......................    1,868,968
                (Metals - Non Ferrous)
    30,575    L.G. Construction Ltd.  ..........      676,187
                (Construction & Housing)

                                                        Value
Shares                   Description                 (Note 1)
- -------------------------------------------------------------
    17,600    Pohang Iron & Steel Co., Ltd.  ...  $ 1,273,455
                (Metal - Steel)
    35,000    Sam Yang Co.  ....................    1,261,745
                (Misc. Materials & Commodities)
     6,580    Sam Yang Co., new shares  ........      222,908
                (Misc. Materials & Commodities)
    18,189    Samsung Electronics Co., Ltd.  ...    2,139,198
                (Manufacturing)
     4,879    Samsung Electronics Co., Ltd., new
                shares  ........................      545,126
                (Manufacturing)
    60,020    Tong Yang Cement Co.  ............    1,718,694
                (Construction & Housing)          -----------
                                                    9,706,281
                                                  -----------
              Spain--5.8%
    87,000    Banco Bilbao Vizcaya, S.A.  ......    3,245,981
                (Commercial Banking)
    21,000    Banco de Andalucia S.A.  .........    2,919,134
                (Commercial Banking)
   355,000    Iberdrola S.A.  ..................    3,275,515
                (Utilities)                       -----------
                                                    9,440,630
                                                  -----------
              Sweden--6.4%
    65,000    Electrolux AB  ...................    3,169,643
                (Appliances)
   145,000    SKF International AB  ............    3,194,286
                (Consumer Goods)
    60,000    Svedala Industri AB  .............    1,953,536
                (Engineering & Contruction)
    90,000    Volvo AB  ........................    2,090,194
                (Automobile Manufacturing)        -----------
                                                   10,407,659
                                                  -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-93

<PAGE>
                THE PRUDENTIAL            INTERNATIONAL STOCK FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                        Value
Shares                   Description                 (Note 1)
<C>           <S>                                 <C>
- -------------------------------------------------------------
              Switzerland--10.2%
     4,100    Ciba-Geigy Ltd.  .................  $ 5,123,710
                (Chemicals)
    13,000    Merkur Holding AG  ...............    2,563,995
                (Merchandising)
                                                    3,225,178
     5,200    SMH-Swiss Corp. for
                Microelectronics and Watchmaking
                Industries Ltd..................
              (Electronics)
     4,800    Sulzer Brothers Ltd.  ............    3,182,543
                (Machinery & Engineering)
     8,500    Zurich Versicherun  ..............    2,439,782
                (Insurance)                       -----------
                                                   16,535,208
                                                  -----------
              United Kingdom--10.6%
   360,076    Allied-Lyons PLC  ................    2,698,825
                (Beverages & Tobacco)
 1,070,000    Coats Viyella PLC  ...............    3,381,062
                (Textiles & Apparel)
   445,000    Lloyds Abbey Life PLC  ...........    3,668,198
                (Insurance)
   210,000    National Westminster Bank PLC  ...    2,037,201
                (Commercial Banking)

                                                        Value
Shares                   Description                 (Note 1)
- -------------------------------------------------------------
   473,000    Takare PLC  ......................  $ 1,086,667
                (Health Services)
   570,000    Tesco PLC  .......................    2,318,842
                (Food & Household Products)
   196,000    Whitbread PLC  ...................    2,033,034
                (Beverages & Tobacco)             -----------
                                                   17,223,829
                                                  -----------
              Total common stocks
              (cost $131,032,274)...............  152,442,126
                                                  -----------
Principal
  Amount
  (000)       SHORT-TERM INVESTMENT--6.9%
- ----------
              Repurchase Agreement
$   11,189    Joint Repurchase Agreement
                Account,
              5.35%, 4/01/96 (Note 4)
              (cost $11,189,000)................   11,189,000
                                                  -----------
              Total Investments--100.9%
              (cost $142,221,274; Note 3).......  163,631,126
              Liabilities in excess of other
                assets--(0.9%)..................   (1,424,946)
                                                  -----------
              Net Assets--100%.................. $162,206,180
                                                  -----------
                                                  -----------
</TABLE>
- ---------------
ADR--American Depository Receipt.
                                         See Notes to Financial Statements.
                                       B-94


<PAGE>
                THE PRUDENTIAL            ACTIVE BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS--82.8%
            Common Stocks--49.0%
            Aerospace/Defense--0.4%
   6,200    Boeing Co..........................  $   537,075
                                                 -----------
            Airlines--1.3%
  19,600    Delta Airlines, Inc................    1,506,750
   1,800    UAL Corp...........................      375,300
                                                 -----------
                                                   1,882,050
                                                 -----------
            Automobiles & Trucks--2.6%
  70,800    General Motors Corp................    3,770,100
                                                 -----------
            Banking--5.3%
  61,100    Boatmen's Bancshares...............    2,398,175
  34,900    Chemical Banking Corp..............    2,460,450
  40,000    Fleet Financial Group, Inc.........    1,620,000
 102,300    Hibernia Corp......................    1,086,937
                                                 -----------
                                                   7,565,562
                                                 -----------
            Capital Goods--0.4%
  12,200    Duracell International, Inc........      605,425
                                                 -----------
            Chemicals--2.1%
  37,800    Betz Laboratories, Inc.............    1,757,700
  45,700    Dexter Corp........................    1,211,050
                                                 -----------
                                                   2,968,750
                                                 -----------
            Commercial Services--1.5%
  24,150    CUC International, Inc.(a).........      706,388
  29,200    York International Corp............    1,430,800
                                                 -----------
                                                   2,137,188
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
            Computer Software & Services--1.8%
  49,100    EMC Corp.(a).......................  $ 1,074,062
  35,400    Geoworks...........................    1,062,000
  13,700    Symbol Technologies, Inc.(a).......      481,213
                                                 -----------
                                                   2,617,275
                                                 -----------
            Drugs & Medical Supplies--1.1%
            Smith Kline Beecham PLC (ADR)
  17,700      (United Kingdom).................      911,550
  27,100    Vertex Pharmaceuticals, Inc........      718,150
                                                 -----------
                                                   1,629,700
                                                 -----------
            Electronics--2.1%
  12,900    Hewlett-Packard Co.................    1,212,600
  10,500    Intel Corp.........................      597,187
  44,500    International Rectifier Corp.(a)...      801,000
  13,800    LSI Logic Corp.(a).................      369,150
                                                 -----------
                                                   2,979,937
                                                 -----------
            Financial Services--0.5%
  14,700    The PMI Group Inc..................      641,288
                                                 -----------
            Forest Products--0.4%
   8,300    Georgia Pacific Corp...............      575,813
                                                 -----------
            Insurance--3.0%
   9,400    Aetna Life & Casualty Co...........      709,700
  24,500    CIGNA Corp.........................    2,799,125
  16,200    ITT Hartford Group Inc.............      793,800
                                                 -----------
                                                   4,302,625
                                                 -----------
            Leisure--1.2%
  37,200    Brunswick Corp.....................      855,600
  13,900    ITT Corp. (New)....................      834,000
                                                 -----------
                                                   1,689,600
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-95

<PAGE>
                THE PRUDENTIAL            ACTIVE BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Lodging--0.8%
  12,200    Hilton Hotels Corp.................  $ 1,146,800
                                                 -----------
            Machinery--0.5%
  19,147    Harnischfeger Industries, Inc......      741,946
                                                 -----------
            Media--6.6%
  46,100    Dow Jones & Co., Inc...............    1,774,850
  13,800    Dun & Bradstreet Corp..............      836,625
  10,700    McGraw-Hill, Inc...................      928,225
  90,400    New York Times Co..................    2,621,600
  28,500    Omnicom Group......................    1,282,500
   9,200    Scholastic Corp.(a)................      632,500
  19,400    Tribune Co.........................    1,277,975
                                                 -----------
                                                   9,354,275
                                                 -----------
            Mineral Resources--1.4%
  34,874    Newmont Mining Corp................    1,974,740
                                                 -----------
            Miscellaneous Basic Industry--3.6%
  80,550    Avalon Properties, Inc.............    1,731,825
   7,900    Champion International Corp........      357,475
  18,600    Mead Corp..........................    1,004,400
  34,500    Reynolds Metals Co.................    2,039,812
                                                 -----------
                                                   5,133,512
                                                 -----------
            Office Equipment & Supplies--0.5%
            International Business Machines
   6,500      Corp.............................      722,313
                                                 -----------
            Petroleum--1.7%
   9,500    Tenneco, Inc.......................      530,813
  55,100    Unocal Corp........................    1,838,962
                                                 -----------
                                                   2,369,775
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Petroleum Services--2.2%
  29,200    Anadarko Petroleum Corp............  $ 1,620,600
  51,700    Dresser Industries, Inc............    1,576,850
                                                 -----------
                                                   3,197,450
                                                 -----------
            Railroads--1.2%
  10,901    Southern Pacific Rail Corp.(a).....      256,174
  20,900    Union Pacific Corp.................    1,434,262
                                                 -----------
                                                   1,690,436
                                                 -----------
            Retail--2.6%
   9,800    Harcourt General, Inc..............      444,675
  98,779    Limited, Inc.......................    1,876,801
  74,200    Price Costco, Inc.(a)..............    1,391,250
                                                 -----------
                                                   3,712,726
                                                 -----------
            Steel--0.9%
  35,500    USX Corp. -U.S. Steel Group........    1,229,188
                                                 -----------
            Technology--0.6%
  11,100    Adobe Systems, Inc.................      357,975
   4,505    Chiron Corp.(a)....................      442,616
                                                 -----------
                                                     800,591
                                                 -----------
            Telecommunications--1.7%
  81,700    MCI Communications Corp............    2,471,425
                                                 -----------
            Trucking & Shipping--1.0%
  51,400    Ryder System, Inc..................    1,400,650
                                                 -----------
            Total common stocks
              (cost $57,243,618)...............   69,848,215
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-96

<PAGE>
                THE PRUDENTIAL            ACTIVE BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                <C>
- ------------------------------------------------------------
             DEBT OBLIGATIONS--33.8%
             U.S. Government Securities
             United States Treasury Notes,
 $ 3,015     8.875%, 11/15/98.................  $  3,228,884
   5,510     7.50%, 11/15/01..................     5,847,487
  17,435     6.25%, 2/15/03...................    17,383,218
  14,750     5.75%, 8/15/03...................    14,245,255
             United States Treasury Bonds,
   3,020     10.75%, 8/15/05..................     3,926,000
   3,230     7.875%, 2/15/21..................     3,606,489
                                                ------------
             Total debt obligations
               (cost $47,235,281).............    48,237,333
                                                ------------
             Total long-term investments
               (cost $104,478,899)............   118,085,548
                                                ------------
             SHORT-TERM INVESTMENT
             Repurchase Agreement--16.7%
  23,888     Joint Repurchase Agreement
               Account,
               5.35%, 04/01/96 (Note 4)
               (cost $23,888,000).............    23,888,000
                                                ------------
             Total Investments--99.5%
             (cost $128,366,899; Note 3)......   141,973,548
             Other assets in excess of
               liabilities--0.5%..............       714,503
                                                ------------
             Net Assets--100%.................  $142,688,051
                                                ------------
                                                ------------
</TABLE>
- ---------------
(a) Non-income producing security.
ADR--American Depository Receipt.
     See Notes to Financial Statements.

                                       B-97


<PAGE>
                THE PRUDENTIAL            BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            LONG-TERM INVESTMENTS--88.7%
            Common Stocks--44.5%
            Aerospace/Defense--1.2%
   4,200    Allied-Signal, Inc.................  $   248,325
   7,600    General Motors Corp., Class H......      480,700
  10,400    Litton Industries, Inc.(a).........      478,400
                                                 -----------
                                                   1,207,425
                                                 -----------
            Automobiles & Trucks--0.5%
  23,100    Smith (A.O.) Corp..................      545,737
                                                 -----------
            Banking--2.0%
   6,300    Bank of Boston Corp................      312,637
   8,400    Bank of New York Co., Inc..........      432,600
   8,578    First Chicago Corp.................      355,987
  23,600    Norwest Corp.......................      867,300
                                                 -----------
                                                   1,968,524
                                                 -----------
            Chemicals--4.2%
  21,000    Agrium, Inc........................      271,602
   9,400    Cytec Industries, Inc.(a)..........      794,300
   8,000    duPont (E.I.) de Nemours & Co......      664,000
   7,900    Grace (W.R.) & Co..................      618,175
            Imperial Chemical Inds. (ADR)
   8,000      (United Kingdom).................      456,000
  22,700    Mississippi Chemical Corp..........      459,675
   6,600    Olin Corp..........................      574,200
  36,100    Uniroyal Chemical Corp.(a).........      347,462
                                                 -----------
                                                   4,185,414
                                                 -----------
            Chemical-Specialty--0.7%
  19,500    Ferro Corp.........................      553,312
   3,100    OM Group, Inc......................      115,088
                                                 -----------
                                                     668,400
                                                 -----------
            Communication Equipment--0.3%
  13,500    Oak Industries, Inc.(a)............      335,812
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
<C>         <S>                                  <C>
            Computer Hardware--0.2%
            Lexmark International Group,
  12,500      Inc.(a)..........................  $   242,188
                                                 -----------
            Computer Software & Services--0.5%
  12,000    Automatic Data Processing, Inc.....      472,500
                                                 -----------
            Consumer Services--0.7%
  17,600    ADT Ltd.(a)........................      310,200
  13,000    Pittston Brinks Group..............      347,750
                                                 -----------
                                                     657,950
                                                 -----------
            Diversified Consumer Products--0.7%
  30,000    Whitman Corp.......................      727,500
                                                 -----------
            Drugs & Medical Supplies--0.5%
   8,000    Schering-Plough Corp...............      465,000
                                                 -----------
            Electrical Equipment--0.5%
  15,600    Belden, Inc........................      460,200
                                                 -----------
            Electronics--1.5%
  28,000    Anixter International, Inc.(a).....      472,500
   6,000    Emerson Electric Co................      484,500
   5,600    Marshall Industries(a).............      170,800
                                                     
  10,600    SGS-Thomson Microelectronics
              N.V.(a) (France).................      384,250
                                                 -----------
                                                   1,512,050
                                                 -----------
            Enginerring & Construction--0.9%
  32,000    Giant Cement Holding, Inc.(a)......      404,000
  21,400    Martin Marietta Corp...............      486,850
                                                 -----------
                                                     890,850
                                                 -----------
            Exploration & Production--1.7%
  19,400    Cabot Oil & Gas Corp...............      276,450
  30,000    Cross Timbers Oil Co...............      517,500
  12,900    Enron Oil and Gas Corp.............      340,237
  11,000    Parker & Parsley Petroleum Co......      253,000
   6,700    Seagull Energy Corp.(a)............      151,588
  10,500    Vintage Petroleum, Inc.............      213,938
                                                 -----------
                                                   1,752,713
                                                 -----------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-98

<PAGE>
                THE PRUDENTIAL            BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Financial Services--1.2%
  12,400    Dean Witter Discover & Co..........  $   709,900
   8,600    Finova Group, Inc..................      469,775
                                                 -----------
                                                   1,179,675
                                                 -----------
            Hospital Management--1.1%
            Community Health Systems,
   4,700      Inc.(a)..........................      192,700
   7,000    Quorum Health Group(a).............      164,500
  33,000    Tenet Healthcare Corp.(a)..........      693,000
                                                 -----------
                                                   1,050,200
                                                 -----------
            Household Products--0.3%
  13,000    Libbey, Inc........................      284,375
                                                 -----------
            Housing Related--1.5%
  13,000    Ethan Allen Interiors, Inc.(a).....      341,250
            Furniture Brands International,
  33,000      Inc..............................      305,250
  16,000    Owens Corning Fiberglas Corp.(a)...      642,000
   9,000    USG Corp.(a).......................      228,375
                                                 -----------
                                                   1,516,875
                                                 -----------
            Insurance--4.0%
   8,600    Allmerica Financial Corp...........      226,825
   9,000    Berkley (W. R.) Corp...............      416,250
  10,500    Equitable Iowa Cos.................      375,375
  10,000    NAC Re Corp........................      326,250
   9,700    National Re Corp...................      327,375
  15,400    Penncorp Financial Group, Inc......      485,100
            Reinsurance Group of America,
  21,000      Inc..............................      769,125
  15,000    TIG Holdings, Inc..................      487,500
   6,000    Travelers, Inc.....................      396,000
  12,900    Western National Corp..............      209,625
                                                 -----------
                                                   4,019,425
                                                 -----------
            Integrated Producers--0.7%
  20,000    Total S.A. (ADR) (France)..........      680,000
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Machinery--2.8%
  18,000    Applied Power, Inc.................  $   587,250
            Gardner Denver Machinery,
  26,000      Inc.(a)..........................      617,500
            Global Industrial Technologies,
  26,000      Inc..............................      624,000
   8,200    Harnischfeger Industries, Inc......      317,750
   9,000    Sundstrand Corp....................      366,750
   6,900    Varity Corp.(a)....................      298,425
                                                 -----------
                                                   2,811,675
                                                 -----------
            Media--3.0%
  20,000    Comcast Corp. Class A..............      347,500
  14,900    Cox Communications, Inc.(a)........      325,938
   3,600    Gannett Co., Inc...................      242,100
  18,800    Hollinger International, Inc.......      225,600
   6,900    Knight-Ridder, Inc.................      470,062
  29,200    Tele Communications, Inc., Ser. A,
              TCI Group(a).....................      542,025
   7,300    Telecom Inc. Liberty Media.........      192,537
  10,000    Time Warner, Inc...................      408,750
   8,237    Times Mirror Co....................      324,332
                                                 -----------
                                                   3,078,844
                                                 -----------
            Metals - Non Ferrous--0.3%
   6,800    UCAR International, Inc.(a)........      264,350
                                                 -----------
            Miscellaneous Basic Industry--6.0%
  15,400    Coltec Inds., Inc.(a)..............      186,725
   8,700    Crane Co...........................      351,263
   5,000    Danaher Corp.......................      185,000
            Fisher Scientific International,
  15,000      Inc..............................      573,750
   7,000    FMC Corp.(a).......................      525,875
  29,700    Hanson PLC (ADR)
              (United Kingdom).................      445,500
  10,000    IDEX Corp..........................      388,750
   9,000    Illinois Tool Works, Inc...........      581,625
   9,000    Kennametal, Inc....................      325,125
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-99

<PAGE>
                THE PRUDENTIAL            BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                       Value
Shares                  Description                 (Note 1)
<C>         <S>                                  <C>
- ------------------------------------------------------------
            Miscellaneous Basic Industry, cont'd.
  19,760    Mark IV Industries, Inc............  $   434,720
  14,000    Pentair, Inc.......................      353,500
  20,000    Tyco International Ltd.............      715,000
  19,100    United Dominion Inds...............      463,175
  11,000    York International Corp............      539,000
                                                 -----------
                                                   6,069,008
                                                 -----------
            Office Equipment & Supplies--0.5%
   1,700    Honeywell, Inc.....................       93,925
            International Business Machines
   3,500      Corp.............................      388,937
                                                 -----------
                                                     482,862
                                                 -----------
            Petroleum--0.7%
  18,000    Occidental Petroleum Corp..........      481,500
            Santa Fe Energy Resources,
  21,600      Inc.(a)..........................      226,800
                                                 -----------
                                                     708,300
                                                 -----------
            Petroleum Services--0.6%
  41,000    Oryx Energy Co.(a).................      568,875
                                                 -----------
            Railroads--1.6%
   6,400    Burlington Northern Inc............      525,600
  11,600    Canadian Pacific Ltd...............      232,000
  13,350    Illinois Central Corp..............      380,475
   7,000    Union Pacific Corp.................      480,375
                                                 -----------
                                                   1,618,450
                                                 -----------
            Retail--1.6%
  16,300    Best Products, Inc.(a).............       38,713
  10,100    Dillard Department Stores, Inc.....      349,712
   4,900    Eckerd Corp.(a)....................      235,812
  11,800    Harcourt General, Inc..............      535,425
   8,500    May Department Stores Co...........      410,125
                                                 -----------
                                                   1,569,787
                                                 -----------

                                                       Value
Shares                  Description                 (Note 1)
- ------------------------------------------------------------
            Rubber--0.2%
   4,500    Goodyear Tire & Rubber Co..........  $   229,500
                                                 -----------
            Telecommunications--1.3%
  20,700    Frontier Corp......................      652,050
  20,900    MCI Communications Corp............      632,225
                                                 -----------
                                                   1,284,275
                                                 -----------
            Trucking & Shipping--0.3%
  12,900    Pittston Burlington Company........      253,163
                                                 -----------
            Utility-Communications--0.7%
   9,100    Airtouch Communications, Inc.(a)...      283,238
   5,900    AT&T Corp..........................      361,375
                                                 -----------
                                                     644,613
                                                 -----------
            Total common stocks
            (cost $35,215,626).................   44,406,515
                                                 -----------
Principal
 Amount
 (000)      DEBT OBLIGATIONS--44.2%
- --------
            Asset Backed Securities--3.2%
            American Express Master Trust,
            Series 1994-3, Class A,
$    430    7.85%, 8/15/05.....................      454,858
            Chemical Credit Card Trust,
            Series 1995-3, Class A,
     400    6.23%, 4/15/05.....................      392,872
            Circuit City Credit Card Master
              Trust,
            Series 1994-2, Class A,
     300    8.00%, 11/15/03....................      315,094
            Discover Card Master Trust I,
            Series 1994-1, Class A,
     400    6.70%, 2/16/00.....................      404,000
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-100

<PAGE>
                THE PRUDENTIAL            BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                <C>
- ------------------------------------------------------------
             Asset Backed Securities, cont'd.
             Nationsbank Credit Card Master
               Trust,
             Series 1993-2, Class A,
 $   400     6.00%, 12/15/05..................  $    383,624
             Prime Credit Card Master Trust,
             Series 1995-1, Class A,
     400     6.75%, 11/15/05..................       401,872
             Sears Credit Account Master Trust
               II,
             Series 1995-5, Class A,
     500     6.05%, 1/16/08...................       484,840
             Standard Credit Card Master
               Trust,
             Series 1995-1, Class A,
     400     8.25%, 1/7/07....................       433,624
                                                ------------
             Total asset backed securities
             (cost $3,340,011)................     3,270,784
                                                ------------
             Corporate Bonds--8.2%
             African Development Bank,
     400     7.70%, 7/15/02...................       419,316
             (Banking)
             American General Finance Corp.,
     400     7.25%, 5/15/05...................       406,168
             (Financial Services)
             Caterpillar, Inc.,
     250     9.375%, 7/15/00..................       274,450
             (Industrials)
             Comdisco Inc.,
     300     6.50%, 6/15/00...................       298,329
             (Commercial Services)
             Commercial Credit Group, Inc.,
     200     7.875%, 7/15/04..................       211,666
             (Financial Services)
             Disney, (Walt) Co.,
     400     6.75%, 3/30/06...................       398,212
             (Leisure)
 
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
- ------------------------------------------------------------
<C>          <S>                                <C>
             Federal Express Corp.,
 $   350     10.00%, 9/1/98...................  $    377,272
             (Trucking & Shipping)
             Finova Capital Corp.,
     300     6.28%, 11/1/99...................       296,676
     100     6.30%, 11/1/99...................        98,955
             (Financial Services)
             Ford Motor Credit Co.,
     400     9.375%, 12/15/97.................       419,824
     320     7.50%, 6/15/04...................       329,683
             (Financial Services)
             General Motors Acceptance Corp.,
     450     9.625%, 5/15/00..................       497,322
             (Financial Services)
             Greyhound Financial Corp.,
     100     8.50%, 5/1/98....................       104,033
             (Financial Services)
             Hanson PLC.,
     400     7.375%, 1/15/03..................       407,572
             (Miscellaneous Basic Industry)
               (United Kingdom)
             Hydro Quebec Corp.,
     250     8.40%, 1/15/22...................       266,958
             (Utilities) (Canada)
             Lehman Brothers, Inc.,
     200     7.125%, 7/15/02..................       200,592
             (Financial Services)
             Nationsbank Corp.,
     500     6.50%, 3/15/06...................       482,110
             (Banking)
             Norwest Corp.,
     300     7.125%, 4/1/00...................       306,111
             (Banking)
             Petroliam Nasional Berhad,
     500     6.875%, 7/1/03...................       496,565
             (Petroleum) (Malaysia)
</TABLE>
 
     See Notes to Financial Statements.
                                       B-101

<PAGE>
                THE PRUDENTIAL            BALANCED FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
<C>          <S>                                <C>
- ------------------------------------------------------------
             Corporate Bonds, cont'd.
             Salomon, Inc.,
 $   200     8.64%, 2/27/98...................  $    205,838
             (Financial Services)
             Sears Roebuck & Co.,
     100     9.48%, 7/24/01...................       112,375
             (Retail)
             Sears Roebuck Acceptance Corp.,
     300     6.75%, 9/15/05...................       294,978
             (Financial Services)
             Tenneco Credit Corp.,
     600     9.625%, 8/15/01..................       673,164
             (Financial Services)
             Texas Utilities Co.,
     300     6.375%, 8/1/97...................       300,612
             (Utilities)
             Union Oil Co.,
     300     7.75%, 4/20/05  .................       310,131
               (Petroleum)                      ------------
             Total corporate bonds
             (cost $8,245,157)................     8,188,912
                                                ------------
             Sovereign Bond--0.3%
             Republic of Italy
             6.875%, 9/27/23
     300       (cost $278,274)................       269,193
                                                ------------
             U.S. Government Securities--32.5%
             United States Treasury Bond,
   5,150     11.25%, 2/15/15..................     7,568,080
             United States Treasury Notes,
   4,100     5.375%, 5/31/98..................     4,062,198
   3,900     6.375%, 1/15/99..................     3,943,875
   2,900     7.50%, 10/31/99..................     3,035,024
   1,600     6.375%, 1/15/00..................     1,619,248
     350     6.875%, 3/31/00..................       359,733

Principal
 Amount                                                Value
  (000)                 Description                 (Note 1)
- ------------------------------------------------------------
             United States Treasury Notes,
 $   500     6.125%, 7/31/00..................  $    500,310
   6,600     6.25%, 2/15/03...................     6,580,398
   4,500     7.25%, 8/15/04...................     4,747,500
                                                ------------
             Total U.S. Government securities
             (cost $32,455,321)...............    32,416,366
                                                ------------
             Total debt obligations
             (cost $44,318,763)...............    44,145,255
                                                ------------
             Total long-term investments
             (cost $79,534,389)...............    88,551,770
                                                ------------
             SHORT-TERM INVESTMENTS--10.8%
             Corporate Bond--0.4%
     400     General Electric Capital Corp.,
             8.75%, 11/26/96  ................
               (Financial Services)
                                                     407,176
                                                ------------
             Repurchase Agreement--10.4%
  10,344     Joint Repurchase Agreement Account,
             5.35%, 04/01/96 (Note 4).........    10,344,000
                                                ------------
             Total short-term investments
             (cost $10,747,456)...............    10,751,176
                                                ------------
             Total Investments--99.5%
             (cost $90,281,845; Note 3).......    99,302,946
             Other assets in excess of
               liabilities--0.5%..............       501,089
                                                ------------
             Net Assets--100%.................  $ 99,804,035
                                                ------------
                                                ------------
</TABLE>
 
- ---------------
(a) Non-income producing security.
ADR--American Depository Receipt.
     See Notes to Financial Statements.
                                       B-102


<PAGE>
                THE PRUDENTIAL            INCOME FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              LONG-TERM INVESTMENTS--93.2%
              Asset Backed Securities--8.3%
              Chemical Credit Card Trust I,
              Series 1995-3, Class A, 6.23%,
$      500      4/15/05........................  $    496,406
              Circuit City Credit Card Master
                Trust, Series 1994-2, Class A,
       500    8.00%, 11/15/03..................       535,790
              Discover Card Master Trust I,
                Series 1994-1, Class A,
       500    6.70%, 2/16/00...................       505,000
              Nationsbank Credit Card Master
                Trust,
              Series 1993-2, Class A,
       500      6.00%, 12/15/05................       479,530
              Series 1995-1, Class A,
       500      6.45%, 4/15/03.................       501,875
              Prime Credit Card Master Trust,
              Series 1995-1, Class A,
       600      6.75%, 11/15/05................       602,808
              Sears Credit Account Master Trust
                II,
              Series 1995-5, Class A,
       600      6.05%, 1/16/08.................       575,700
              Standard Credit Card Master
                Trust,
              Series 1994-4, Class A,
       500      8.25%, 11/07/03................       536,715
              Series 1995-1, Class A,
       500      8.25%, 1/07/07.................       542,030
                                                 ------------
              Total asset backed securities
                (cost $4,777,202)..............     4,775,854
                                                 ------------
              Corporate Bonds--29.4%
              African Development Bank,
       500    7.75%, 12/15/01..................       523,480
       500    6.50%, 3/15/04...................       493,150
              (Banking)

Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              American General Finance Corp.,
$      500    7.25%, 5/15/05  .................  $    507,710
                (Financial Services)
              Associates Corp. of North
                America,
       400    7.25%, 5/15/98...................       408,392
       500    6.625%, 6/15/05..................       489,470
              (Financial Services)
              Burlington Northern Santa Fe
                Corp.,
       600    7.00%, 12/15/25  ................       551,232
                (Railroads)
              Columbia Healthcare Corp.,
       500    7.58%, 9/15/25  .................       493,125
                (Hospital Management)
              Comdisco Inc.,
       500    6.50%, 6/15/00  .................       497,215
                (Commercial Services)
              Digital Equipment Corp.,
       250    8.625%, 11/01/12  ...............       253,728
                (Electronics)
              Disney (Walt) Co.,
       700    6.75%, 3/30/06  .................       696,871
                (Leisure)
              Dresdner Bank AG,
       500    7.25%, 9/15/15  .................       492,090
                (Banking) (Germany)
              Equity Lord Realty Corp.,
       300    10.50%, 12/30/97  ...............       313,500
                (Real Estate)
              Federal Express Corp.,
       500    10.00%, 9/01/98  ................       538,960
                (Trucking & Shipping)
              Finova Capital Corp.,
       400    6.28%, 11/01/99..................       395,568
       100    6.30%, 11/01/99..................        98,955
              (Financial Services)
              Ford Motor Credit Co.,
       500    6.50%, 10/04/00  ................       501,875
                (Financial Services)
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-103

<PAGE>
                THE PRUDENTIAL            INCOME FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              Corporate Bonds, cont'd.
              General Electric Capital Corp.,
$      500    7.95%, 2/02/98  .................  $    517,495
                (Financial Services)
              Glaxo Wellcome PLC,
       500    6.125%, 1/25/06  ................       472,187
                (Drugs & Medical Supplies)
              Grand Metropolitan Investment
                Corp.,
       800    Zero Coupon, 1/06/04  ...........       468,872
                (Financial Services)
                (United Kingdom)
              Household Finance Corp.,
     1,000    6.375%, 6/30/00  ................       991,270
                (Financial Services)
              Hydro Quebec Corp.,
       400    7.49%, 7/30/03...................       410,864
       500    8.40%, 1/15/22...................       533,915
              (Utilities) (Canada)
              IC Industries Financial Corp.,
       705    8.00%, 7/01/96  .................       708,306
                (Financial Services)
              International Bank For
                Reconstruction & Development,
       400    8.625%, 10/15/16  ...............       461,352
                (Banking)
              ITT Corp. (New),
       500    7.375%, 11/15/15  ...............       483,750
                (Leisure)
              Lehman Brothers Holdings, Inc.,
       400    7.625%, 7/15/99  ................       408,272
                (Financial Services)
              News America Holdings, Inc.,
       300    7.60%, 10/11/15  ................       286,677
                (Media)
              Petro-Canada,
       500    9.25%, 10/15/21  ................       576,505
                (Petroleum) (Canada)
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              Salomon Inc.,
$      400    8.64%, 2/27/98...................  $    411,676
       250    6.50%, 8/15/03  .................       232,570
                (Financial Services)
              Sears Roebuck Acceptance Corp.,
       500    6.75%, 9/15/05  .................       491,630
                (Financial Services)
              SunAmerica, Inc.,
       275    6.58%, 1/15/02  .................       268,565
                (Insurance)
              Tenaga Nasional Berhad,
       500    7.50%, 11/01/25  ................       480,165
                (Utilities) (Malaysia)
              Tenneco Credit Corp.,
       400    10.125%, 12/01/97  ..............       424,004
                (Financial Services)
              Time Warner Inc.,
       300    9.15%, 2/01/23  .................       322,938
                (Media)
              Union Bank of Finland, Ltd.,
       250    5.25%, 6/15/96  .................       249,465
                (Banking) (Finland)
              Viacom Inc.,
       400    7.625%, 1/15/16  ................       373,000
                (Media)                          ------------
              Total corporate bonds
                (cost $16,988,095).............    16,828,799
                                                 ------------
              Foreign Government Obligation--1.0%
              New Zealand Government Bond,
              10.50%, 7/16/00
       500      (cost $559,455)................       535,151
                                                 ------------
              Sovereign Bond--0.7%
              Republic of Italy,
       450    6.875%, 9/27/23
              (cost $415,478)..................       403,172
                                                 ------------
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-104

<PAGE>
                THE PRUDENTIAL            INCOME FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              U.S. Government and Agency
                Securities--53.8%
              Federal Home Loan Mortgage Corp.,
$      500    7.00%, 8/15/23 (CMO).............  $    469,685
              Federal National Mortgage Assn.,
       500    6.50%, 2/25/24 (CMO).............       417,185
     1,000(a) 6.50%, 15 yr.....................     1,014,060
     4,000(a) 6.50%, 30 yr.....................     3,797,480
     2,216    7.00%, 9/01/23 - 7/01/24.........     2,159,026
     1,000    7.50%, 15 yr.....................     1,014,060
     2,634    9.50%, 10/01/19 - 3/01/25........     2,809,613
       500    9.50%, 30 yr.....................       533,435
              Government National Mortgage
                Assn.,
     1,206    7.00%, 2/15/09 - 6/15/23.........     1,198,078
     2,000(a) 7.00%, 30 yr.....................     1,948,120
       171    7.50%, 6/15/23 - 7/15/23.........       171,821
     1,128    9.00%, 9/15/19 - 7/15/21.........     1,208,258
              Tennessee Valley Authority,
       600    7.25%, 7/15/43...................       566,910
              United States Treasury Bonds,
       240    6.875%, 8/15/25..................       243,749
        50    7.625%, 2/15/25..................        55,024
       450    9.00%, 11/15/18..................       559,548
     1,250    12.00%, 8/15/13..................     1,804,487
              United States Treasury Notes,
       900    6.25%, 2/15/03...................       897,327
     3,500    6.375%, 1/15/99..................     3,539,375
       400    6.375%, 1/15/00..................       404,812
       500    6.875%, 3/31/00..................       513,905
       800    7.25%, 8/15/04...................       844,000
     1,950    8.25%, 7/15/98...................     2,049,937
     1,800    8.625%, 8/15/97..................     1,869,462

Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              United States Treasury Strips,
$      800    Zero Coupon, 8/15/08.............  $    351,000
       700    Zero Coupon, 8/15/11.............       244,881
       500    Zero Coupon, 11/15/11............       171,595
                                                 ------------
              Total U.S. government and agency
                securities
                (cost $30,705,657).............    30,856,833
                                                 ------------
              Total long-term investments
                (cost $53,516,943).............    53,399,809
                                                 ------------
              SHORT-TERM INVESTMENT--20.1%
              Repurchase Agreement
              Joint Repurchase Agreement
    11,549      Account,
              5.35%, 4/01/96 (Note 4)
                (cost $11,549,000).............    11,549,000
                                                 ------------
              Total Investments--113.3%
                (cost $65,065,943; Note 3).....    64,948,809
              Liabilities in excess of other
                assets--(13.3%)................    (7,623,163)
                                                 ------------
              Net Assets--100%.................  $ 57,325,646
                                                 ------------
                                                 ------------
</TABLE>
 
- ---------------
(a) Mortgage dollar roll, see Note 1.
CMO--Collateralized Mortgage Obligation.
                                         See Notes to Financial Statements.
                                       B-105


<PAGE>
                THE PRUDENTIAL            MONEY MARKET FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              BEARER DEPOSIT NOTES -
                YANKEE--0.9%
              Grand Metropolitan Investment Corp.,
              8.125%, 8/15/96
$      555      (amortized cost $560,141)......  $    560,141
                                                 ------------
              COMMERCIAL PAPER--39.7%
              American Home Products Corp.,
     2,000    5.40%, 5/1/96....................     1,991,000
              Aristar, Inc.,
       960    5.36%, 4/12/96...................       958,428
     2,000    5.22%, 4/15/96...................     1,995,940
              Countrywide Funding Corp.,
     1,704    5.39%, 5/3/96....................     1,695,836
     1,300    5.47%, 5/8/96....................     1,292,691
              Duracell, Inc.,
     1,382    5.60%, 4/1/96....................     1,382,000
              Enterprise Funding Corp.,
     1,224    5.42%, 5/1/96....................     1,218,472
              Finova Capital Corp.,
     2,961    5.25%, 4/26/96...................     2,950,205
              First Data Corp.,
     3,000    5.43%, 4/2/96....................     2,999,548
              General Motors Acceptance Corp.,
       200    5.40%, 4/4/96....................       199,910
              Household International Inc.,
       800    5.24%, 4/2/96....................       799,884
              Lehman Brothers, Inc.,
       399    5.60%, 4/1/96....................       399,000
              Nynex Corp.,
     2,980    5.30%, 4/8/96....................     2,976,929
              Whirlpool Financial Corp.,
       820    5.20%, 4/26/96...................       817,039
     2,100    5.43%, 5/10/96...................     2,087,645
                                                 ------------
              Total commercial paper
              (amortized cost $23,764,527).....    23,764,527
                                                 ------------
 
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              DEPOSIT NOTES--2.5%
              Society National Bank Cleveland,
$    1,000    6.70%, 4/15/96...................  $  1,000,351
       500    6.00%, 4/25/96...................       499,843
                                                 ------------
              Total deposit notes
              (amortized cost $1,500,194)......     1,500,194
                                                 ------------
              LOAN PARTICIPATION--3.3%
              Morgan Stanley Group Inc.,
              5.60%, 4/3/96
     2,000      (amortized cost $2,000,000)....     2,000,000
                                                 ------------
              MEDIUM-TERM OBLIGATIONS--19.6%
              Associates Corp. of North America,
       250    4.48%, 10/15/96..................       248,249
              Ford Motor Credit Corp.,
     1,120    8.25%, 5/15/96...................     1,123,125
       600    8.875%, 8/1/96...................       605,413
       215    5.625%, 3/3/97...................       214,779
              General Electric Co.,
       840    7.875%, 5/1/96...................       841,296
              Household Finance Corp.,
     1,250    7.80%, 11/1/96...................     1,264,227
              International Lease Finance
                Corp.,
       500    5.00%, 5/28/96...................       499,177
       375    6.625%, 6/1/96...................       375,302
              Norwest Corporation,
       500    4.93%, 11/15/96..................       497,245
       400    7.875%, 1/30/97..................       408,349
              PHH Corporation,
     2,200    8.00%, 1/1/97....................     2,243,194
              Potomac Electric Power Co.,
       500    6.25%, 5/28/96...................       500,772
              Sears Roebuck Acceptance Corp.,
     1,635    8.55%, 8/1/96....................     1,648,508
       100    8.99%, 9/27/96...................       101,614
       590    7.48%, 2/19/97...................       600,916
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-106

<PAGE>
                THE PRUDENTIAL            MONEY MARKET FUND
(LOGO)          INSTITUTIONAL             PORTFOLIO OF INVESTMENTS
                FUND                      MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
<C>           <S>                                <C>
- -------------------------------------------------------------
              MEDIUM-TERM OBLIGATIONS, cont'd.
              Transamerica Finance Corp.,
$      600    8.55%, 6/15/96...................  $    603,072
                                                 ------------
              Total medium-term obligations
              (amortized cost $11,775,238).....    11,775,238
                                                 ------------
              VARIABLE RATE OBLIGATIONS(a)--33.5%
              American Express Centurion Bank,
     1,900    5.349%, 4/16/96..................     1,899,785
     1,000    5.379%, 4/17/96..................       999,991
              Bank One Columbus N.A.,
     2,700    5.34%, 4/1/96....................     2,699,126
              Caterpillar Financial Services
                N.V.,
       350    5.47%, 5/29/96...................       350,414
              Fleet National Bank,
     1,300    5.625%, 4/30/96..................     1,300,262
              Ford Motor Credit Corp.,
       200    5.692%, 6/17/96..................       200,069
       350    5.40%, 2/18/97...................       350,344
              General Motors Acceptance Corp.,
     2,000    5.51%, 4/1/96....................     1,999,970
       350    5.622%, 6/18/96..................       350,367
              Goldman Sachs Group, L.P.,
     2,700    5.438%, 4/29/96..................     2,700,000
              Household Finance Corp.,
     1,700    5.34%, 4/1/96....................     1,699,714
              John Deere Capital Corp.,
     1,000    5.767%, 4/22/96..................     1,000,677
              Key Bank New York,
     1,400    5.33%, 4/1/96....................     1,399,515
              Lehman Brothers, Inc.,
     2,000    5.509%, 4/1/96...................     2,000,000
              Money Market Auto Loan Trust,
       100    5.575%, 4/15/96..................       100,000

Principal
  Amount                                                Value
  (000)                  Description                 (Note 1)
- -------------------------------------------------------------
              Morgan Stanley Group, Inc.,
$    1,000    5.375%, 5/15/96..................  $  1,000,000
                                                 ------------
              Total variable rate obligations
              (amortized cost $20,050,234).....    20,050,234
                                                 ------------
              U.S. GOVERNMENT AGENCY OBLIGATION--0.7%
              Federal Home Loan Banks,
              4.36%, 4/25/96
       400      (amortized cost $399,668)......       399,668
                                                 ------------
              Total investments--100.2%
              (amortized cost
                $60,050,002(b))................    60,050,002
              Liabilities in excess of other
                assets--(0.2%).................      (119,819)
                                                 ------------
              Net Assets--100%.................  $ 59,930,183
                                                 ------------
                                                 ------------
</TABLE>
- ---------------
(a) For purposes of amortized cost valuation, the maturity date of these
    instruments is considered to be the next date on which the security can be
    redeemed at par or the next date on which the rate of interest is adjusted.
(b) The cost of securities for federal income tax purposes is substantially the
    same as for financial reporting purposes.

The industry classification of portfolio holdings and other net assets shown as
a percentage of net assets as of March 31, 1996 were as follows:
<TABLE>
      <S>                                          <C>
      Personal Credit Institutions..............    18.7%
      Commercial Banks..........................    16.4
      Security Brokers & Dealers................    13.5
      Business Credit (Finance).................    12.1
      Information Services......................     5.0
      Mortgage Bankers..........................     5.0
      Phone Communication.......................     5.0
      Household Appliances......................     4.8
      Auto Rental & Leasing.....................     3.8
      Pharmaceutical............................     3.3
      Misc. Electric, Equipment, Supply.........     2.3
      Asset Backed..............................     2.2
      Bank Holding Co...........................     1.5
      Equipment Rental & Leasing................     1.5
      Electric & Equipment, Computer............     1.4
      Financial Services........................     1.3
      Food & Kindred Products...................     0.9
      Electric Services.........................     0.8
      Federal Credit............................     0.7
      Liabilities in excess of other assets.....    (0.2)
                                                   -----
                                                   100.0%
                                                   -----
                                                   -----
</TABLE>
 
                                         See Notes to Financial Statements.
                                       B-107
 
<PAGE>
                THE PRUDENTIAL            STATEMENT OF ASSETS
(LOGO)          INSTITUTIONAL             AND LIABILITIES
                FUND                      MARCH 31, 1996
<TABLE>
<CAPTION>
                                GROWTH         STOCK       INTERNATIONAL      ACTIVE                                     MONEY
                                STOCK          INDEX           STOCK         BALANCED      BALANCED       INCOME        MARKET
                                 FUND           FUND           FUND            FUND          FUND          FUND          FUND
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
<S>                          <C>            <C>            <C>             <C>            <C>           <C>           <C>
Assets
Investments, at value
  (a)......................  $288,473,390   $147,528,594   $163,631,126    $141,973,548   $99,302,946   $64,948,809   $60,050,002
Cash.......................           571             --          365             3,578         2,454           344           664
Foreign currency, at value
  (cost $120,455)..........            --             --      120,201                --            --            --            --
Receivable for investments
  sold.....................     1,843,811        110,805           --           159,396       222,356            --            --
Interest and dividends
  receivable...............       244,056        237,503      486,827           694,471       662,192       679,143       423,064
Receivable for Fund shares
  sold.....................       836,874        419,537      507,136           469,950       397,983        60,429        47,347
Deferred expenses and other
  assets...................        22,618         21,921       22,047            23,402        21,788        25,157        23,503
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total assets...........   291,421,320    148,318,360   164,767,702      143,324,345   100,609,719    65,713,882    60,544,580
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Liabilities
Payable for investments
  purchased................     1,894,523        780,201    1,838,999           505,568       555,826     8,346,485       387,225
Payable for Fund shares
  reacquired...............       379,951        350,236      440,038             2,721       151,391         6,891       195,043
Accrued expenses...........        59,193         56,018      104,667            27,875        33,386        17,866        17,517
Due to broker - variation
  margin...................            --         29,750           --                --            --            --            --
Management fee payable.....       184,161          1,164      159,906            84,218        54,094        10,568         7,913
Administration fee
  payable..................        32,006         16,314       17,912            15,912        10,987         6,426         6,699
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total liabilities......     2,549,834      1,233,683    2,561,522           636,294       805,684     8,388,236       614,397
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net Assets.................  $288,871,486   $147,084,677   $162,206,180    $142,688,051   $99,804,035   $57,325,646   $59,930,183
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net assets were comprised
  of:
Shares of beneficial
  interest, at par.........  $     16,906   $      9,836   $   10,275      $     11,342   $     7,936   $     5,781   $    59,930
Paid-in capital in excess
  of par...................   223,817,874    119,565,666   140,973,229      124,739,121    88,818,388    57,616,118    59,870,253
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                              223,834,780    119,575,502   140,983,504      124,750,463    88,826,324    57,621,899    59,930,183
Undistributed net
  investment income
  (loss)...................      (362,804)       536,299      183,078         1,026,586       671,956            --            --
Accumulated net realized
  gain (loss) on
  investments..............     2,165,314        596,539     (364,666   )     3,304,353     1,284,654      (179,120)           --
Net unrealized appreciation
  (depreciation) on
  investments and foreign
  currencies...............    63,234,196     26,376,337   21,404,264        13,606,649     9,021,101      (117,133)           --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net assets, March 31,
  1996.....................  $288,871,486   $147,084,677   $162,206,180    $142,688,051   $99,804,035   $57,325,646   $59,930,183
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Shares of beneficial
  interest issued and
  outstanding..............    16,906,186      9,835,809   10,275,205        11,341,527     7,936,350     5,780,560    59,930,183
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net asset value per
  share....................  $      17.09   $      14.95   $    15.79      $      12.58   $     12.58   $      9.92   $      1.00
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
(a) Identified cost........  $225,239,430   $121,196,832   $142,221,274    $128,366,899   $90,281,845   $65,065,943   $60,050,002
</TABLE>
     See Notes to Financial Statements.
                                       B-108

<PAGE>
                THE PRUDENTIAL            STATEMENT OF
(LOGO)          INSTITUTIONAL             OPERATIONS
                FUND                      SIX MONTHS ENDED MARCH 31, 1996
                                          (UNAUDITED)
<TABLE>
<CAPTION>
                                GROWTH         STOCK       INTERNATIONAL      ACTIVE                                     MONEY
                                STOCK          INDEX           STOCK         BALANCED      BALANCED       INCOME        MARKET
                                 FUND           FUND           FUND            FUND          FUND          FUND          FUND
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
<S>                          <C>            <C>            <C>             <C>            <C>           <C>           <C>
Net Investment Income
Income
  Interest.................  $    142,475   $    222,810   $  299,227      $  2,194,088   $ 1,500,344   $ 1,839,465   $ 1,716,542
  Dividends (a)............       835,346      1,295,809    1,257,014           610,799       246,391            --            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total income...........       977,821      1,518,619    1,556,241         2,804,887     1,746,735     1,839,465     1,716,542
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Expenses
  Management fee...........       885,234        242,455      828,186           482,513       312,574       139,295       132,163
  Administration fee.......       168,078         80,560       95,715            91,614        59,348        37,027        38,798
  Custodian's fees and
  expenses.................        46,000         68,000      138,000            38,000        34,000        30,000        29,000
  Registration fees........        34,000         20,000       17,000            28,000        12,000        14,000        11,000
  Transfer agent's fees and
    expenses...............        28,969         13,885       16,497            15,790        10,229         6,382         6,964
  Reports to
  shareholders.............        15,000         15,000       15,000             7,500        15,000         7,500         7,500
  Legal fees...............         7,500          7,500        7,500             7,500         7,500         7,500         7,500
  Amortization of
    organization
    expenses...............         6,693          6,693        6,693             6,606         6,693         6,525         6,606
  Audit fee................         6,000          5,000        7,500             6,000         5,000         5,000         4,500
  Trustees' fees...........         6,000          6,000        6,000             6,000         6,000         6,000         6,000
  Miscellaneous............         1,762            769        1,337               919           753           790         1,188
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
    Total expenses.........     1,205,236        465,862    1,139,428           690,442       469,097       260,019       251,219
  Expense recovery
    (subsidy) (Note 2).....        59,383       (102,179)      12,836            (1,136)      (22,563)      (65,010)      (75,031)
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net expenses...............     1,264,619        363,683    1,152,264           689,306       446,534       195,009       176,188
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net investment income
  (loss)...................      (286,798)     1,154,936      403,977         2,115,581     1,300,201     1,644,456     1,540,354
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Realized and Unrealized
Gain (Loss) on Investment
and Foreign Currency
Transactions

Net realized gain (loss) on:
  Securities
  transactions.............     5,181,317        329,077    2,870,670         3,822,493     1,674,656       553,480           774
  Financial futures
  contracts................            --        706,645           --                --            --            --            --
  Foreign currency
  transactions.............       (76,006)            --      (63,741   )            --            --            --            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                                5,105,311      1,035,722    2,806,929         3,822,493     1,674,656       553,480           774
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net change in unrealized
  appreciation
  (depreciation) on:
  Securities and foreign
  currencies...............     9,168,246     10,803,505    4,083,056         1,492,196     2,639,177    (1,011,659)           --
  Financial futures
  contracts................            --       (148,650)          --                --            --            --            --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                                9,168,246     10,654,855    4,083,056         1,492,196     2,639,177    (1,011,659)           --
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net gain (loss) on
  investments and foreign
  currencies...............    14,273,557     11,690,577    6,889,985         5,314,689     4,313,833      (458,179)          774
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
Net Increase in Net Assets
Resulting from
Operations.................  $ 13,986,759   $ 12,845,513   $7,293,962      $  7,430,270   $ 5,614,034   $ 1,186,277   $ 1,541,128
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
                             ------------   ------------   -------------   ------------   -----------   -----------   -----------
(a) Net of foreign withholding taxes of $17,997, $1,988, $160,696, $1,168 and $4,070, respectively.
</TABLE>

                        See Notes to Financial Statements.
                                       B-109

<PAGE>
                THE PRUDENTIAL            STATEMENT OF CHANGES
(LOGO)          INSTITUTIONAL             IN NET ASSETS
                FUND                      (UNAUDITED)
                
<TABLE>
<CAPTION>
                                       GROWTH                               STOCK                          INTERNATIONAL
                                        STOCK                               INDEX                              STOCK
                                        FUND                                 FUND                              FUND 
                             ---------------------------         ----------------------------        ---------------------
                              Six Months       Year               Six Months      Year                 Six Months 
                                Ended          Ended                Ended         Ended                  Ended
                              March 31,     September 30,         March 31,    September 30,           March 31,    
                                 1996           1995                1996           1995                  1996       
                             ------------   ------------       -------------   --------------        ---------------------
<S>                          <C>            <C>                <C>             <C>                   <C>
Increase (Decrease) in
Net Assets
Operations
 Net investment income
   (loss)...............    $   (286,798)    $    (111,660)    $  1,154,936        $   1,829,951        $    403,977
 Net realized gain
   (loss) on investments
   and foreign currency
   transactions.........       5,105,311           814,853        1,035,722            4,044,854           2,806,929
 Net change in
   unrealized
   appreciation
   on investments and
   foreign currencies...       9,168,246        47,538,274       10,654,855           13,914,900           4,083,056
                            ------------     -------------     ------------     -------------------     ------------
 Net increase in net
   assets resulting from
   operations...........      13,986,759        48,241,467       12,845,513           19,789,705           7,293,962
                            ------------     -------------     ------------     -------------------     ------------
Dividends and
 distributions
 Dividends to
   shareholders from net
   investment income....              --           (48,781)      (2,181,628)          (1,015,394)         (1,739,771)
 Distributions to
   shareholders from net
   realized gains.......              --                --       (4,441,171)            (165,297)                 --
                            ------------     -------------     ------------     -------------------     ------------
 Total dividends and
   distributions........              --           (48,781)      (6,622,799)          (1,180,691)         (1,739,771)
                            ------------     -------------     ------------     -------------------     ------------
Fund share transactions
 Net proceeds from
   shares sold..........     133,171,200       138,943,129       57,112,238           52,960,096          57,849,159
 Net asset value of
   shares issued to
   shareholders in
   reinvestment of
   dividends and
   distributions........              --            48,781        6,622,799            1,180,691           1,739,771
 Cost of shares
   redeemed.............     (78,791,867)      (73,635,170)     (24,817,640)         (20,924,559)        (39,622,163)
                            ------------     -------------     ------------     -------------------     ------------
 Net increase in net
   assets from Fund
   share transactions...      54,379,333        65,356,740       38,917,397           33,216,228          19,966,767
                            ------------     -------------     ------------     -------------------     ------------
Net increase............      68,366,092       113,549,426       45,140,111           51,825,242          25,520,958
Net Assets
 Beginning of period....     220,505,394       106,955,968      101,944,566           50,119,324         136,685,222
                            ------------     -------------     ------------     -------------------     ------------
 End of period..........    $288,871,486     $ 220,505,394     $147,084,677        $ 101,944,566        $162,206,180
                            ------------     -------------     ------------     -------------------     ------------
                            ------------     -------------     ------------     -------------------     ------------
<CAPTION>
 
                            INTERNATIONAL                ACTIVE 
                                STOCK                   BALANCED
                                 FUND                     FUND
                           ----------------    ---------------------------
                               Year           Six Months         Year
                              Eneded             Ended           Ended
                            September 30,       March 31,    September 30,
                               1995               1996          1995
                           ---------------     -----------  --------------
<S>                         <C>             <C>              <C>
Increase (Decrease) in
Net Assets
Operations
 Net investment income
   (loss)...............  $   1,884,332     $  2,115,581     $   3,695,777
 Net realized gain
   (loss) on investments
   and foreign currency
   transactions.........     (3,084,946)       3,822,493         1,585,229
 Net change in
   unrealized
   appreciation
   on investments and
   foreign currencies...      9,333,213        1,492,196        12,809,504
                          -------------     ------------     -------------
 Net increase in net
   assets resulting from
   operations...........      8,132,599        7,430,270        18,090,510
                          -------------     ------------     -------------
Dividends and
 distributions
 Dividends to
   shareholders from net
   investment income....       (750,797)      (3,972,956)       (2,260,245)
 Distributions to
   shareholders from net
   realized gains.......     (2,440,090)      (1,932,789)         (272,788)
                          -------------     ------------     -------------
 Total dividends and
   distributions........     (3,190,887)      (5,905,745)       (2,533,033)
                          -------------     ------------     -------------
Fund share transactions
 Net proceeds from
   shares sold..........     93,624,206       17,976,072        54,908,716
 Net asset value of
   shares issued to
   shareholders in
   reinvestment of
   dividends and
   distributions........      3,190,887        5,905,745         2,533,033
 Cost of shares
   redeemed.............    (67,895,915)     (16,070,178)      (20,823,769)
                          -------------     ------------     -------------
 Net increase in net
   assets from Fund
   share transactions...     28,919,178        7,811,639        36,617,980
                          -------------     ------------     -------------
Net increase............     33,860,890        9,336,164        52,175,457
Net Assets
 Beginning of period....    102,824,332      133,351,887        81,176,430
                          -------------     ------------     -------------
 End of period..........  $ 136,685,222     $142,688,051     $ 133,351,887
                          -------------     ------------     -------------
                          -------------     ------------     -------------
</TABLE>
 
     See Notes to Financial Statements.
                                       B-110

<PAGE>
                THE PRUDENTIAL            STATEMENT OF CHANGES
(LOGO)          INSTITUTIONAL             IN NET ASSETS
                FUND                      (UNAUDITED)
                
<TABLE>
<CAPTION>
                                                                                                             MONEY
                                       BALANCED                           INCOME                             MARKET
                                         FUND                              FUND                               FUND
                            ------------------------------     -----------------------------     ------------------------------
                             Six Months          Year          Six Months          Year           Six Months          Year
                               Ended             Ended            Ended            Ended            Ended             Ended
                             March 31,       September 30,      March 31,      September 30,      March 31,       September 30,
                                1996             1995             1996             1995              1996             1995
                            ------------     -------------     -----------     -------------     ------------     -------------
<S>                         <C>              <C>               <C>             <C>               <C>              <C>
Increase (Decrease) in
Net Assets
Operations
 Net investment
   income...............    $  1,300,201      $ 2,258,681      $ 1,644,456      $ 2,862,527      $  1,540,354      $ 2,813,967
 Net realized gain on
   investments and
   foreign currency
   transactions.........       1,674,656        2,196,076          553,480           92,951               774               --
 Net change in
   unrealized
   appreciation
   (depreciation) on
   investments and
   foreign currencies...       2,639,177        6,413,335       (1,011,659)       2,865,097                --               --
                            ------------     -------------     -----------     -------------     ------------     -------------
 Net increase in net
   assets resulting from
   operations...........       5,614,034       10,868,092        1,186,277        5,820,575         1,541,128        2,813,967
                            ------------     -------------     -----------     -------------     ------------     -------------
Dividends and
 distributions
 Dividends to
   shareholders from net
   investment income....      (2,334,680)      (1,529,788)      (1,644,456)      (2,862,527)       (1,541,128)      (2,813,967)
 Distributions to
   shareholders from net
   realized gains.......      (2,472,014)        (269,963)              --               --                --               --
                            ------------     -------------     -----------     -------------     ------------     -------------
 Total dividends and
   distributions........      (4,806,694)      (1,799,751)      (1,644,456)      (2,862,527)       (1,541,128)      (2,813,967)
                            ------------     -------------     -----------     -------------     ------------     -------------
Fund share transactions
 Net proceeds from
   shares sold..........      21,877,936       26,091,264        7,888,653       11,549,255        22,399,365       55,919,976
 Net asset value of
   shares issued to
   shareholders in
   reinvestment of
   dividends and
   distributions........       4,806,694        1,799,751        1,644,456        2,862,527         1,541,128        2,813,967
 Cost of shares
   redeemed.............      (9,797,881)     (19,161,993)      (4,046,651)      (6,473,780)      (22,064,387)     (47,010,598)
                            ------------     -------------     -----------     -------------     ------------     -------------
 Net increase in net
   assets from Fund
   share transactions...      16,886,749        8,729,022        5,486,458        7,938,002         1,876,106       11,723,345
                            ------------     -------------     -----------     -------------     ------------     -------------
Net increase............      17,694,089       17,797,363        5,028,279       10,896,050         1,876,106       11,723,345
Net Assets
 Beginning of period....      82,109,946       64,312,583       52,297,367       41,401,317        58,054,077       46,330,732
                            ------------     -------------     -----------     -------------     ------------     -------------
 End of period..........    $ 99,804,035      $82,109,946      $57,325,646      $52,297,367      $ 59,930,183      $58,054,077
                            ------------     -------------     -----------     -------------     ------------     -------------
                            ------------     -------------     -----------     -------------     ------------     -------------
</TABLE>
 
     See Notes to Financial Statements.
                                       B-111

<PAGE>
                THE PRUDENTIAL            FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL             (UNAUDITED)
                FUND

<TABLE>
<CAPTION>
                                                                                                           STOCK
                                                         GROWTH                                            INDEX
                                                          STOCK                                            FUND
                                                          FUND                                  ---------------------------
                                ---------------------------------------------------------                           Year
                                                                             November 5,                            Ended
                                Six Months       Year Ended September          1992(a)          Six Months        September
                                  Ended                   30,                  Through            Ended              30,
                                March 31,       -----------------------     September 30,       March 31,         ---------
                                   1996           1995          1994            1993               1996             1995
                                ----------      ---------     ---------     -------------       ----------        ---------
<S>                             <C>             <C>           <C>           <C>                 <C>               <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning
 of period..................     $  16.21       $   12.00     $   12.10        $ 10.00           $  14.22         $   11.27
                                ----------      ---------     ---------     ----------          ----------        ---------
Income from investment
 operations:
Net investment income
 (loss) (b).................         (.02)             --            --            .04                .12               .23
Net realized and unrealized
 gain (loss) on investment
 and foreign currency
 transactions...............          .90            4.22          (.06)          2.08               1.46              2.97
                                ----------      ---------     ---------     ----------          ----------        ---------
 Total from investment
   operations...............          .88            4.22          (.06)          2.12               1.58              3.20
                                ----------      ---------     ---------     ----------          ----------        ---------
Less distributions:
Dividends from net
 investment income..........           --            (.01)         (.01)          (.02)              (.28)             (.22)
Distributions from net
 realized gains.............           --              --          (.03)            --               (.57)             (.03)
                                ----------      ---------     ---------     ----------          ----------        ---------
 Total distributions........           --            (.01)         (.04)          (.02)              (.85)             (.25)
                                ----------      ---------     ---------     ----------          ----------        ---------
Net asset value, end of
 period.....................     $  17.09       $   16.21     $   12.00        $ 12.10           $  14.95         $   14.22
                                ----------      ---------     ---------     ----------          ----------        ---------
                                ----------      ---------     ---------     ----------          ----------        ---------
TOTAL RETURN(d).............         5.43%          35.14%        (0.50)%        21.22%             11.44%            29.02%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................     $288,871       $ 220,505     $ 106,956        $47,998           $147,085         $ 101,945
Average net assets (000)....     $252,924       $ 149,985     $  71,449        $17,592           $121,227         $  71,711
Ratios to average
 net assets: (b)
 Expenses...................         1.00%(c)        1.00%         1.00%          1.00%(c)            .60%(c)           .60%
 Net investment income......         (.23)%(c)       (.07)%         .04%           .31%(c)           1.91%(c)          2.55%
Portfolio turnover rate.....           29%             64%           65%            84%                 1%               11%
Average commission rate paid
 per share..................     $ 0.0650             N/A           N/A            N/A           $ 0.0250               N/A
<CAPTION>
 
                               Year          November 5,
                               Ended           1992(a)
                              September        Through
                                 30,        September 30,
                                1994            1993
                              ---------     -------------
<S>                           <C>           <C>
 
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning
 of period..................   $ 11.12         $ 10.00
                              ---------      ---------
Income from investment
 operations:
Net investment income
 (loss) (b).................       .26             .23
Net realized and unrealized
 gain (loss) on investment
 and foreign currency
 transactions...............       .11             .94
                              ---------      ---------
 Total from investment
   operations...............       .37            1.17
                              ---------      ---------
Less distributions:
Dividends from net
 investment income..........      (.18)           (.05)
Distributions from net
 realized gains.............      (.04)             --
                              ---------      ----------
 Total distributions........      (.22)           (.05)
                              ---------      ----------
Net asset value, end of
 period.....................   $ 11.27         $ 11.12
                              ---------      ----------
                              ---------      ----------
TOTAL RETURN(d).............      3.33%          11.73%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................   $50,119         $27,142
Average net assets (000)....   $38,098         $18,807
Ratios to average
 net assets: (b)
 Expenses...................       .60%            .60%(c)
 Net investment income......      2.34%           2.41%(c)
Portfolio turnover rate.....         2%              1%
Average commission rate paid
 per share..................       N/A             N/A
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy/recovery.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first day
     and a sale on the last day of each period reported and includes 
     reinvestment of dividends and distributions. Total return for periods of
     less than a full year are not annualized. Total return includes the effect
     of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-112

<PAGE>
                THE PRUDENTIAL            FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL             (UNAUDITED)
                FUND

<TABLE>
<CAPTION>
                                                                                                          ACTIVE
                                                      INTERNATIONAL                                      BALANCED
                                                          STOCK                                            FUND
                                                          FUND                                  ---------------------------
                                ---------------------------------------------------------                           Year
                                                                             November 5,                            Ended
                                Six Months       Year Ended September          1992(a)          Six Months        September
                                  Ended                   30,                  Through            Ended              30,
                                March 31,       -----------------------     September 30,       March 31,         ---------
                                   1996           1995          1994            1993               1996             1995
                                ----------      ---------     ---------     -------------       ----------        ---------
<S>                             <C>             <C>           <C>           <C>                 <C>               <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning
 of period..................     $  15.25       $   14.84     $   12.35        $ 10.00           $  12.46         $   10.92
                                ----------      ---------     ---------     ----------         ----------        ---------
Income from investment
 operations:
Net investment income(b)....          .04             .18           .13            .16                .19               .33
Net realized and unrealized
 gain (loss) on investment
 and foreign currency
 transactions...............          .69             .66          2.54           2.21                .48              1.54
                                ----------      ---------     ---------     ----------          ----------        ---------
 Total from investment
   operations...............          .73             .84          2.67           2.37                .67              1.87
                                ----------      ---------     ---------     ----------          ----------        ---------
Less distributions:
Dividends from net
 investment income..........         (.19)           (.10)         (.03)          (.02)              (.37)             (.29)
Distributions from net
 realized gains.............           --            (.33)         (.15)            --               (.18)             (.04)
                                ----------      ---------     ---------     ----------          ----------        ---------
 Total distributions........         (.19)           (.43)         (.18)          (.02)              (.55)             (.33)
                                ----------      ---------     ---------     ----------          ----------        ---------
Net asset value, end of
 period.....................     $  15.79       $   15.25     $   14.84        $ 12.35           $  12.58         $   12.46
                                ----------      ---------     ---------     ----------          ----------        ---------
                                ----------      ---------     ---------     ----------          ----------        ---------
TOTAL RETURN(d).............         4.86%           5.95%        21.71%         23.74%              5.51%            17.66%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................     $162,206       $ 136,685     $ 102,824        $31,708           $142,688         $ 133,352
Average net assets (000)....     $144,032       $ 118,927     $  68,476        $14,491           $137,861         $ 104,821
Ratios to average
 net assets:(b)
 Expenses...................         1.60%(c)        1.60%         1.60%          1.60%(c)           1.00%(c)          1.00%
 Net investment income......          .56%(c)        1.58%         1.08%          1.44%(c)           3.07%(c)          3.53%
Portfolio turnover rate.....            9%             20%           21%            15%                21%               30%
Average commission rate paid
 per share..................     $ 0.0194             N/A           N/A            N/A           $ 0.0650               N/A

<CAPTION>
 
                               Year          January 4,
                               Ended           1993(a)
                             September        Through
                                 30,        September 30,
                                1994            1993
                              ---------     -------------
<S>                           <C>           <C>
 
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning
 of period..................   $ 11.05         $ 10.00
                              ---------     ----------
Income from investment
 operations:
Net investment income(b)....       .24             .21
Net realized and unrealized
 gain (loss) on investment
 and foreign currency
 transactions...............      (.12)            .84
                              ---------     ----------
 Total from investment
   operations...............       .12            1.05
                              ---------     ----------
Less distributions:
Dividends from net
 investment income..........      (.14)             --
Distributions from net
 realized gains.............      (.11)             --
                              ---------     ----------
 Total distributions........      (.25)             --
                              ---------     ----------
Net asset value, end of
 period.....................   $ 10.92         $ 11.05
                              ---------     ----------
                              ---------     ----------
TOTAL RETURN(d).............      1.07%          10.50%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................   $81,176         $38,786
Average net assets (000)....   $58,992         $12,815
Ratios to average
 net assets:(b)
 Expenses...................      1.00%           1.00%(c)
 Net investment income......      3.06%           2.68%(c)
Portfolio turnover rate.....        40%             47%
Average commission rate paid
 per share..................       N/A             N/A
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy/recovery.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first day
     and a sale on the last day of each period reported and includes 
     reinvestment of dividends and distributions. Total return for periods of
     less than a full year are not annualized. Total return includes the effect
     of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-113

<PAGE>
                THE PRUDENTIAL            FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL             (UNAUDITED)
                FUND

<TABLE>
<CAPTION>
                                                                                                          
                                                        BALANCED                                          INCOME
                                                         FUND                                              FUND
                                ---------------------------------------------------------        ------------------------
                                                                             November 5,                          Year
                                Six Months     Year Ended September 30,        1992(a)           Six Months       Ended
                                  Ended                                        Through             Ended        September
                                March 31,      ------------------------     September 30,        March 31,         30,
                                   1996          1995           1994            1993                1996          1995
                                ----------     ---------      ---------     -------------        ----------     ---------
<S>                             <C>            <C>            <C>           <C>                  <C>            <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
 of period..................     $  12.49       $ 11.08        $ 11.80         $ 10.00            $   9.98       $  9.38
                                ----------     ---------      ---------     ----------           ----------     ---------
Income from investment
 operations:
Net investment income(b)....          .17           .18            .31             .31                 .29           .59
Net realized and unrealized
 gain (loss) on investment
 and foreign currency
 transactions...............          .62          1.53           (.52)           1.54                (.06)          .60
                                ----------     ---------      ---------     ----------           ----------     ---------
 Total from investment
   operations...............          .79          1.71           (.21)           1.85                 .23          1.19
                                ----------     ---------      ---------     ----------           ----------     ---------
Less distributions:
Dividends from net
 investment income..........         (.34)         (.25)          (.23)           (.05)               (.29)         (.59)
Distributions from net
 realized gains.............         (.36)         (.05)          (.28)             --                  --            --
                                ----------     ---------      ---------     ----------           ----------     ---------
 Total distributions........         (.70)         (.30)          (.51)           (.05)               (.29)         (.59)
                                ----------     ---------      ---------     ----------           ----------     ---------
Net asset value, end of
 period.....................     $  12.58       $ 12.49        $ 11.08         $ 11.80            $   9.92       $  9.98
                                ----------     ---------      ---------     ----------           ----------     ---------
                                ----------     ---------      ---------     ----------           ----------     ---------
TOTAL RETURN(d).............         6.53%        15.90%         (1.88)%         18.58%               2.35%        13.11%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................     $ 99,804       $82,110        $64,313         $27,663            $ 57,326       $52,297
Average net assets (000)....     $ 89,307       $70,914        $44,048         $17,401            $ 55,718       $46,386
Ratios to average
 net assets: (b)
 Expenses...................         1.00%(c)      1.00%          1.00%           1.00%(c)             .70%(c)       .70%
 Net investment income......         2.91%(c)      3.19%          2.86%           3.16%(c)            5.90%(c)      6.17%
Portfolio turnover rate.....           37%           65%            52%             74%                 53%          145%
Average commission rate paid
 per share..................     $ 0.0597           N/A            N/A             N/A                 N/A           N/A

<CAPTION>
 
                               Year            March 1,
                               Ended           1993(a)
                             September         Through
                                 30,         September 30,
                                1994            1993
                              ---------     -------------
<S>                          <C>           <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
 of period..................   $ 10.33         $ 10.00
                              ---------     ----------
Income from investment
 operations:
Net investment income(b)....       .52             .27
Net realized and unrealized
 gain (loss) on investment
 and foreign currency
 transactions...............      (.91)            .33
                              ---------     ----------
 Total from investment
   operations...............      (.39)            .60
                              ---------     ----------
Less distributions:
Dividends from net
 investment income..........      (.52)           (.27)
Distributions from net
 realized gains.............      (.04)             --
                              ---------     ----------
 Total distributions........      (.56)           (.27)
                              ---------     ----------
Net asset value, end of
 period.....................   $  9.38         $ 10.33
                              ---------     ----------
                              ---------     ----------
TOTAL RETURN(d).............     (3.91)%          6.11%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................   $41,401         $35,015
Average net assets (000)....   $37,802         $25,626
Ratios to average
 net assets: (b)
 Expenses...................       .70%            .70%(c)
 Net investment income......      5.24%           4.62%(c)
Portfolio turnover rate.....        83%             93%
Average commission rate paid
 per share..................       N/A             N/A
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first day
     and a sale on the last day of each period reported and includes 
     reinvestment of dividends and distributions. Total return for periods of
     less than a full year are not annualized. Total return includes the effect
     of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-114

<PAGE>
                THE PRUDENTIAL            FINANCIAL HIGHLIGHTS
(LOGO)          INSTITUTIONAL             (UNAUDITED)
                FUND

<TABLE>
<CAPTION>
                                                                   MONEY
                                                                   MARKET
                                                                    FUND
                                    --------------------------------------------------------------------
                                                                                            January 4,
                                    Six Months                                                1993(a)
                                      Ended             Year Ended September 30,              Through
                                    March 31,          ---------------------------         September 30,
                                       1996              1995              1994                1993
                                    ----------         ---------         ---------         -------------
<S>                                 <C>                <C>               <C>               <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
 of period..................         $   1.00           $  1.00           $  1.00             $  1.00
Net investment income and
 net realized gains(b)......              .03               .05               .03                 .02
Dividends from net
 investment income..........             (.03)             (.05)             (.03)               (.02)
                                    ----------         ---------         ---------         ----------
Net asset value, end of
 period.....................         $   1.00           $  1.00           $  1.00             $  1.00
                                    ----------         ---------         ---------         ----------
                                    ----------         ---------         ---------         ----------
TOTAL RETURN(d).............             2.64%             5.47%             3.32%               2.08%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
 (000)......................         $ 59,930           $58,054           $46,331             $30,235
Average net assets (000)....         $ 58,739           $52,446           $38,170             $25,296
Ratios to average
 net assets: (b)
 Expenses...................              .60%(c)           .60%              .60%                .60%(c)
 Net investment income......             5.24%(c)          5.37%             3.34%               2.73%(c)
</TABLE>
 
- ---------------
 (a) Commencement of investment operations.
 (b) Net of expense subsidy.
 (c) Annualized.
 (d) Total return is calculated assuming a purchase of shares on the first day
     and a sale on the last day of each period reported and includes 
     reinvestment of dividends and distributions. Total return for periods of
     less than a full year are not annualized. Total return includes the effect
     of expense subsidies.
 
     See Notes to Financial Statements.
                                       B-115

<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
   The Prudential Institutional Fund (the ``Company'') is registered under the
Investment Company Act of 1940 as an open-end, diversified management investment
company. The Company was established as a Delaware business trust on May 11,
1992 and consists of seven separate funds (Fund or Funds): Growth Stock Fund,
Stock Index Fund, International Stock Fund, Active Balanced Fund, Balanced Fund,
Income Fund and Money Market Fund. The Company had no operations until July 7,
1992 when 10,000 shares of beneficial interest (2,500 shares each of Growth
Stock Fund, Stock Index Fund, International Stock Fund and Balanced Fund) were
sold for $100,000 to Prudential Institutional Fund Management, Inc. (``PIFM'').
Investment operations commenced on: November 5, 1992 for the Growth Stock Fund,
Stock Index Fund, International Stock Fund and Balanced Fund; January 4, 1993
for the Active Balanced Fund and Money Market Fund; and March 1, 1993 for the
Income Fund.

   The Funds' investment objectives are as follows: Growth Stock Fund--long-term
growth of capital through investment primarily in equity securities of
established companies with above-average growth prospects; Stock Index
Fund--investment results that correspond to the price and yield performance of
Standard & Poor's 500 Composite Stock Price Index; International Stock
Fund--long-term growth of capital through investment in equity securities of
foreign issues with income as a secondary objective; Active Balanced Fund--total
returns approaching equity returns, while accepting less risk than an all-equity
portfolio, through an actively-managed portfolio of equity securities, fixed
income securities and money market instruments; Balanced Fund--long-term total
return consistent with moderate portfolio risk; Income Fund--a high level of
income over the longer term while providing reasonable safety of principal; and
Money Market Fund--high current income, preservation of principal and
maintenance of liquidity, while maintaining a $1.00 net asset value per share.

   The ability of issuers of debt securities, other than those issued or
guaranteed by the U.S. Government, held by the Funds to meet their obligations
may be affected by economic developments in a specific industry, region, or
country.

Note 1. Accounting Policies
   The following is a summary of significant accounting policies followed by the
Fund.

   Securities Valuations: Securities, including options, warrants, futures
contracts and options thereon, for which the primary market is on a national
securities exchange, commodities exchange or board of trade and NASDAQ national
market equity securities are valued at the last sale price on such exchange or
board of trade on the date of valuation or, if there was no sale on such day, at
the average of readily available closing bid and asked prices on such day.

   Securities, that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed to be
over-the-counter, shall be valued at the average of the most recently quoted bid
and asked prices provided by a principal market maker or dealer.

   U.S. Government securities for which market quotations are available shall be
valued at a price provided by an independent broker/dealer or pricing service.

   Securities for which reliable market quotations are not available or for
which the pricing agent or principal market maker does not provide a valuation
or provides a valuation that, in the judgment of one of the subadvisers, does
not represent fair value, shall be valued at fair value as determined under
procedures established by the Trustees.

   Quotations of foreign securities in a foreign currency shall be converted to
U.S. dollar equivalents at the current rate obtained from a
                                       B-116

<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
recognized bank or dealer. Forward currency exchange contracts shall be valued
at the current cost of covering or offsetting such contracts.

   Securities held by the Money Market Fund are valued at amortized cost, which
approximates market value. The amortized cost method involves valuing a security
at its cost on the date of purchase and thereafter assuming a constant
amortization to maturity of the difference between the principal amount due at
maturity and cost. Short-term securities held by the other Funds which mature in
more than 60 days are valued at current market quotations and those which mature
in 60 days or less are valued at amortized cost. In the event that a Subadviser
determines that amortized cost does not represent fair value for certain
short-term securities with remaining maturities of 60 days or less, such
securities will be valued at market value.

   In connection with transactions in repurchase agreements, it is the Company's
policy that its custodian or designated subcustodians, as the case may be under
triparty repurchase agreements, take possession of the underlying collateral
securities, the value of which exceeds the principal amount of the repurchase
transaction, including accrued interest. To the extent that any repurchase
transaction exceeds one business day, the value of the collateral is
marked-to-market on a daily basis to ensure the adequacy of the collateral. If
the seller defaults, and the value of the collateral declines or, if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Company may be delayed or limited.

   Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis. Expenses
are recorded on the accrual basis which may require the use of certain estimates
by management.

   Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Fund is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin.'' Subsequent payments, known as ``variation
margin,'' are made or received by the Fund each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.

   The Funds invest in financial futures contracts in order to hedge their
existing portfolio securities, or securities the Funds intend to purchase,
against fluctuations in value. Under a variety of circumstances, a Fund may not
achieve the anticipated benefits of the financial futures contracts and may
realized a loss. The use of futures transactions involves the risk of imperfect
correlation in movements in the price of futures contracts and the underlying
assets.

   Dollar Rolls: The Fund may enter into dollar rolls in which the Fund sells
securities for delivery in the current month and simultaneously contracts to
repurchase somewhat similar securities on a specified future date. During the
roll period, the Fund forgoes principal and interest paid on the securities. The
Fund is compensated by the interest earned on the cash proceeds of the initial
sale and by the lower repurchase price at the future date.

   Foreign Currency Translation: The books and records of the Funds are
maintained in U.S. dollars.
                                       B-117

<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
Foreign currency amounts are translated into U.S. dollars on the following
basis:

   (i) market value of investment securities, other assets and liabilities--at
the closing rates of exchange.

   (ii) purchases and sales of investment securities, income and expenses--at
the rate of exchange prevailing on the respective dates of such transactions.

   Although the net assets of the Funds are presented at the foreign exchange
rates and market values at the close of the fiscal period, the Funds do not
isolate that portion of the results of operations arising as a result of changes
in the foreign exchange rates from the fluctuations arising from changes in the
market prices of securities held at the end of the fiscal period. Similarly, the
Funds do not isolate the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of long-term portfolio
securities sold during the fiscal period. Accordingly, these realized foreign
currency gains (losses) are included in the reported net realized gains (losses)
on investment transactions.

   Net realized losses on foreign currency transactions represent net foreign
exchange losses from holding of foreign currencies, currency gains or losses
realized between the trade and settlement dates of securities transactions, and
the difference between the amounts of dividends and foreign taxes recorded on
the Funds' books and the U.S. dollar equivalent amounts actually received or
paid. Net currency gains and losses from valuing foreign currency denominated
assets and liabilities at period end exchange rates are reflected as a component
of net unrealized appreciation/
depreciation on securities and foreign currencies.

   Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of domestic origin as a result of,
among other factors, the level of governmental supervision and regulation of
foreign securities markets and the possibility of political or economic
instability.

   Dividends and Distributions: Dividends and distributions of each Fund are
declared in cash and automatically reinvested in additional shares of the Fund.
The Income Fund and Money Market Fund will declare dividends of their net
investment income and, for the Money Market Fund, net capital gain (loss), daily
and distribute such dividends monthly. Each other Fund will declare and
distribute a dividend of its net investment income, if any, at least annually.
Except for the Money Market Fund, each Fund will declare and distribute its net
capital gains, if any, at least annually. Distributions of income dividends and
capital gains distributions of each Fund are made on the payment date and
reinvested at the per share net asset value as of the record date or such other
date as the Board may determine. On the ``ex-dividend'' date, the net asset
value per share excludes the dividend (i.e., is reduced by the amount of the
distribution).

   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.

   Taxes: It is the Funds' policy to continue to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable net income to its shareholders. Therefore, no
federal income tax provision is required.

   Withholding taxes on foreign dividends have been provided for in accordance
with the Funds' understanding of the applicable country's tax rules and rates.

   Reclassification of Capital Accounts: The Company accounts for and reports
distributions to shareholders in accordance with the American Institute of
Certified Public Accountants' Statement
                                       B-118

<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
of Position 93-2: Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distributions by
Investment Companies.

   For the six months ended March 31, 1996, the application of this statement
affected undistributed net investment income (``UNI'') and accumulated net
realized gain (loss) on investments (``G/L'') by the following amounts:

<TABLE>
<CAPTION>
                                             UNI        G/L
                                           --------   -------
<S>                                        <C>        <C>
Growth Stock Fund                          $(76,006)  $76,006
International Stock Fund                    (63,741)   63,741
</TABLE>
 
   Net investment income, net realized gains and net assets were not affected by
this change.

   Deferred Organizational Expenses: Approxi-
mately $450,000 of costs were incurred in connection with the organization and
initial registration of the Company and have been deferred and are being
amortized ratably over the period of benefit not to exceed 60 months from the
date each of the Funds' commenced investment operations.

Note 2. Agreements

   The Company has entered into a management agreement with PIFM. Pursuant to
this agreement, PIFM has responsibility for all investment advisory services and
supervises the subadviser's performance of such services. PIFM is an indirect,
wholly-owned subsidiary of The Prudential Insurance Company of America
(Prudential).

   PIFM has entered into subadvisory agreements with The Prudential Investment
Corporation (``PIC''), Jennison Associates Capital Corp. (``Jennison'') and
Mercator Asset Management, L.P. (``Mercator''). PIC and Jennison are
wholly-owned subsidiaries of Prudential. Each subadviser will furnish investment
advisory services in connection with the management of the various Funds.
Jennison serves as subadviser to the Growth Stock Fund and the Active Balanced
Fund. PIC serves as subadviser to the Balanced Fund, the Stock Index Fund, the
Income Fund and the Money Market Fund. Mercator serves as subadviser to the
International Stock Fund. PIFM will pay for the costs and expenses attributable
to the subadvisory agreements and the salaries and expenses of all personnel of
the Company except for fees and expenses of unaffiliated Trustees. The Funds
will bear all other costs and expenses.

   Each Fund will pay PIFM a fee for its services provided to the Fund. The fees
are computed daily and payable monthly at the annual rates specified below of
the value of each Funds' average daily net assets:

<TABLE>
<CAPTION>
Fund                                  Management Fee
- --------------------------            ---------------
<S>                                   <C>
Growth Stock Fund                            .70%
Stock Index Fund                             .40
International Stock Fund                    1.15
Active Balanced Fund                         .70
Balanced Fund                                .70
Income Fund                                  .50
Money Market Fund                            .45
</TABLE>
 
   PIFM has voluntarily agreed to subsidize a portion of the operating expenses
of the Funds until September 30, 1996. Such expenses may be recovered by PIFM
through December 31, 1996 so long as the total expense ratios do not exceed
certain predetermined levels set forth in the Company's prospectus. For the six
months ended March 31, 1996, PIFM subsidized the following amounts:

<TABLE>
<CAPTION>
                              Percentage
                              of Average         Amount per
Fund                          Net Assets           Share
- ---------------------------  -------------   ------------------
<S>                          <C>             <C>
Stock Index Fund                   .17%            $ .011
Active Balanced Fund              .002              .0001
Balanced Fund                      .05               .003
Income Fund                        .23               .011
Money Market Fund                  .25               .001
</TABLE>
 
                                       B-119
 
<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
   PIFM also recovered the following amounts of operating expenses it previously
subsidized for the six months ended March 31, 1996:

<TABLE>
<CAPTION>
                              Percentage
                              of Average         Amount per
                              Net Assets           Share
                             -------------   ------------------
<S>                          <C>             <C>
Growth Stock Fund                 .05%             $ .004
International Stock Fund          .02                .001
</TABLE>
 
   The Company has entered into an administration agreement with Prudential
Mutual Fund Management, Inc. (``PMF''), an indirect wholly-owned subsidiary of
Prudential. The administration fee paid PMF will be computed daily and payable
monthly, at an annual rate of .17% of the Company's daily net assets up to $250
million and .15% of the Company's average daily net assets in excess of $250
million. PMF will furnish to the Company such services as the Company may
require in connection with the administration of the Company's business affairs.
PMF will also provide certain transfer agent services through its wholly-owned
subsidiary, Prudential Mutual Fund Services, Inc. (``PMFS''). For such services,
PMFS will be paid .03% of the Company's daily net assets up to $250 million and
 .02% of the Company's average daily net assets in excess of $250 million from
the administration fee paid to PMF.

Note 3. Portfolio Securities
   Purchases and sales of portfolio securities, excluding short-term
investments, for the six months ended March 31, 1996 were as follows:

<TABLE>
<CAPTION>
Fund                              Purchases           Sales
- ----------------------------     ------------      -----------
<S>                              <C>               <C>
Growth Stock Fund                $125,001,676      $72,554,977
Stock Index Fund                   47,804,297          948,671
International Stock Fund           28,187,107       11,866,927
Active Balanced Fund               28,778,511       23,901,019
Balanced Fund                      40,800,913       29,694,202
Income Fund                        30,157,486       28,424,962
</TABLE>
 
   On March 31, 1996, the Stock Index Fund purchased 17 financial futures
contracts on the S&P 500 Index expiring June, 1996. The cost of such contracts
was $5,491,050. The value of such contracts on March 31, 1996 was $5,535,625,
thereby resulting in an unrealized gain of $44,575.

   The federal income tax basis and unrealized appreciation/depreciation of the
Fund's investments as of March 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                 Net Unrealized
                                  Appreciation/
                                 (Depreciation)
                                 ---------------       Gross Unrealized
Fund                  Basis                       Appreciation  Depreciation
- ------------------ ------------                   ------------  ------------
<S>                <C>           <C>              <C>           <C>
Growth Stock Fund  $225,390,343    $63,083,047    $66,420,094    $3,337,047
Stock Index Fund    121,241,374     26,287,220     27,491,663     1,204,443
International
 Stock Fund         142,221,274     21,409,852     25,461,090     4,051,238
Active Balanced
 Fund               128,545,569     13,427,979     13,990,099       562,120
Balanced Fund        90,294,873      9,008,073      9,842,011       833,938
Income Fund          65,076,580       (127,771)       544,801       672,572
</TABLE>
 
   The following Funds elected to treat net losses incurred in the eleven month
period ended September 30, 1995 as having occurred in the current fiscal year:

<TABLE>
<CAPTION>
                                 Capital       Currency
                                ----------     --------
<S>                             <C>            <C>
Growth Stock Fund                       --     $ 4,000
International Stock Fund        $3,066,000     169,000
Balanced Fund                           --       1,000
</TABLE>
 
   For federal income tax purposes, the following Funds have a capital loss
carryforward as of September 30, 1995 which expires in 2003:

<TABLE>
<S>                             <C>
Growth Stock Fund               $2,825,300
Income Fund                        723,300
</TABLE>
 
   The average monthly balance of dollar rolls outstanding during the six months
ended March 31, 1996 for the Income Fund was approximately $6,397,000. The
maximum amount of dollar rolls outstanding at any month-end during the six
months ended March 31, 1996 was $6,991,530 as of January 31, 1996 which was
10.8% of total assets. The amount of dollar rolls outstanding at March 31, 1996,
was $6,723,720, which was 10.2% of total assets.
                                       B-120

<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
Note 4. Joint Repurchase Agreement Account

   The Company, along with other affiliated registered investment companies,
transfers uninvested cash balances into a single joint account, the daily
aggregate balance of which is invested in one or more repurchase agreements
collateralized by U.S. Treasury or federal agency obligations. At March 31,
1996, the Company had a 4.60% undivided interest, in the aggregate, in the
repurchase agreements in the joint account which represented $67,021,000 in
principal amount, in the aggregate, as follows:

<TABLE>
<CAPTION>
                                Percentage      Principal
Company                          Interest        Amount
- ----------------------------    ----------     -----------
<S>                             <C>            <C>
Growth Stock Fund                   .28%       $ 4,122,000
Stock Index Fund                    .41          5,929,000
International Stock Fund            .77         11,189,000
Active Balanced Fund               1.64         23,888,000
Balanced Fund                       .71         10,344,000
Income Fund                         .79         11,549,000
</TABLE>
 
   As of such date, each repurchase agreement in the joint account and the
collateral therefor was as follows:

   Bear, Stearns & Co., Inc., 5.30%, in the principal amount of $387,000,000,
repurchase price $387,170,925, due 4/1/96. The value of the collateral including
accrued interest was $395,137,122.

   CS First Boston Corp., 5.50%, in the principal amount of $150,000,000,
repurchase price $150,068,750, due 4/1/96. The value of the collateral including
accrued interest was $153,001,819.

   Goldman Sachs & Co., 5.40%, in the principal amount of $463,000,000,
repurchase price $463,208,350, due 4/1/96. The value of the collateral including
accrued interest was $472,260,747.

   Nomura Securities, Inc., 5.375%, in the principal amount of $100,000,000,
repurchase price $100,044,792, due 4/1/96. The value of the collateral including
accrued interest was $102,398,695.

   Smith Barney, Inc., 5.284%, in the principal amount of $355,886,000,
repurchase price $356,042,708, due 4/1/96. The value of the collateral including
accrued interest was $363,004,234.

Note 5. Capital

   Each Fund has authorized an unlimited number of shares of beneficial interest
at $.001 par value per share.

   Transactions in shares of beneficial interest during the six months ended
March 31, 1996 and the year ended September 30, 1995 were as follows:

Six months ended March 31, 1996:
<TABLE>
<CAPTION>
                                       Shares
                                     Issued in
                                    Reinvestment                 Increase
                         Shares    of Dividends/     Shares      in Shares
Fund                      Sold     Distributions    Redeemed    Outstanding
- ---------------------- ----------  --------------  -----------  -----------
<S>                    <C>         <C>             <C>          <C>
Growth Stock Fund       8,107,640            --     (4,805,656)  3,301,984
Stock Index Fund        3,893,782       467,712     (1,694,486)  2,667,008
International Stock
 Fund                   3,795,911       116,606     (2,601,769)  1,310,748
Active Balanced Fund    1,438,229       483,285     (1,283,160)    638,354
Balanced Fund           1,748,784       395,938       (784,163)  1,360,559
Income Fund               780,386       162,743       (400,473)    542,656
Money Market Fund      22,399,365     1,541,128    (22,064,387)  1,876,106
</TABLE>
 
Year ended September 30, 1995:
<TABLE>
<CAPTION>
                                       Shares
                                      Issued in
                                    Reinvestment                 Increase
                          Shares    of Dividends/    Shares      in Shares
Fund                       Sold     Distributions   Redeemed    Outstanding
- ----------------------- ----------  -------------  -----------  -----------
<S>                     <C>         <C>            <C>          <C>
Growth Stock Fund        9,932,496        4,078     (5,248,506)  4,688,068
Stock Index Fund         4,340,797      107,238     (1,725,892)  2,722,143
International Stock
 Fund                    6,497,880      228,737     (4,691,305)  2,035,312
Active Balanced Fund     4,883,689      242,395     (1,856,069)  3,270,015
Balanced Fund            2,303,919      168,832     (1,702,980)    769,771
Income Fund              1,204,925      296,456       (675,384)    825,997
Money Market Fund       55,919,976    2,813,967    (47,010,598) 11,723,345
</TABLE>
 
                                       B-121

<PAGE>
                THE PRUDENTIAL            NOTES TO
(LOGO)          INSTITUTIONAL             FINANCIAL STATEMENTS
                FUND                      (UNAUDITED)
                
   Of the shares outstanding at March 31, 1996, PIFM and affiliates owned the
following shares:

<TABLE>
<CAPTION>
Fund                                    Shares
- --------------------------            ----------
<S>                                   <C>
Growth Stock Fund                      5,800,387
Stock Index Fund                       4,642,203
International Stock Fund               5,647,337
Active Balanced Fund                   2,485,468
Balanced Fund                          3,883,087
Income Fund                            2,975,746
Money Market Fund                     28,544,777
</TABLE>
 
Note 6. Proposed Reorganization

   On May 17, 1996, the Trustees of the Fund approved an Agreement and a Plan of
Reorganization (the ``Plan of Reorganization'') for the Fund. Under the Plan of
Reorganization, substantially all of the assets and liabilities of the Growth
Stock Fund, Balanced Fund, Income Fund and Money Market Fund will be transferred
at net asset value for equivalent value Class Z shares of Prudential Jennison
Fund, Inc., Prudential Allocation Fund (Balanced Portfolio), Prudential
Government Income Fund, Inc. and Prudential MoneyMart Assets, Inc.,
respectively. These Funds will then cease operations. Stock Index Fund and
Active Balanced Fund will remain with The Prudential Institutional Fund (to be
renamed the Prudential Dryden Fund) as Class Z shares. Active Balanced Fund will
begin offering Classes A, B and C shares and Stock Index Fund will offer Class A
shares. International Stock Fund will join the Prudential Global Fund as a
separate series of a newly named Prudential World Fund. The existing
shareholders will become Class Z shareholders and the Fund will also begin
offering Classes A, B and C shares. The successor funds will be managed by PMF,
PMFS will provide transfer agency services and Prudential Securities
Incorporated, a wholly-owned subsidiary of Prudential, will act as distributor.

   The Plan of Reorganization requires the approval of shareholders of the Fund
to become effective. A proxy will be mailed to shareholders of the Fund for
shareholder meetings in the fall of 1996. If the Plan of Reorganization is
approved, it is expected that the reorganizations will take place shortly after
the meetings. All funds involved will share pro rata in the costs of the
reorganizations.
                                      B-122

<PAGE>

                                    APPENDIX

                 S&P RATINGS, MOODY'S AND DUFF & PHELPS RATINGS

S&P CORPORATE BOND RATINGS:

     AAA-Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

     AA-Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

     A-Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

     BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

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

MOODY'S CORPORATE BOND RATINGS:

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

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

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

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

                                      A-1

<PAGE>


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

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

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

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

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

     Moody's applies the numerical modifiers 1, 2 and 3 in the Aa and A rating
categories. The modifier 1 indicates that the security ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

DUFF & PHELPS BOND RATINGS:

     AAA-Bonds rated AAA by Duff & Phelps are considered to be of the highest
credit quality. The risk factors are negligible, being only slightly more than
for risk-free U.S. Treasury debt.

     AA+, AA, AA-Bonds rated AA, AA or AA- are considered to be of high credit
quality. Protection factors are strong. Risk is modest but may vary slightly
from time to time because of economic conditions.

     A+, A, A-Bonds rate. A+, A or A- have protection factors which are average
but adequate; however, risk factors are more variable and greater in periods of
economic stress.

     BBB+, BBB, BBB-Bonds rated BBB, BBB or BBB- have below average protection
factors but are still considered sufficient for prudent investment. These bonds
demonstrate considerable variability in risk during economic cycles.

     BB+, BB, BB-Bonds rated BB+, BB, or BB- are below investment grade but are
still deemed likely to meet obligations when due. Present or prospective
financial protection factors fluctuate according to industry conditions or
company fortunes. Overall quality may move up or down frequently within this
category.

     B+, B B-Bonds rated B+ b, OR b are below investment grade and possess the
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

     CCC-Bonds rated CCC are well below investment grade securities.
Considerable uncertainty exists as to timely payment of principal, interest or
preferred dividends. Protection factors are narrow and risk can be substantial
with unfavorable economic/industry conditions, and/or with unfavorable company
developments.

     DD-Bonds rated DD are defaulted debt obligations. The issuer failed to meet
scheduled principal and/or interest payments.

                                      A-2

<PAGE>


S&P COMMERCIAL PAPER RATINGS:

     Commercial paper rate A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted A-1+.
Capacity for timely payment on commercial paper rated A-2 is strong, but the
relative degree of safety is not as high as for issues designated A-1.

MOODY'S COMMERCIAL PAPER RATINGS:

     The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of short-term promissory
obligations. Issuers rated prime-2 (or related supporting institutions) are
considered to have a strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the characteristics of
issuers rated Prime-1 but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternative liquidity is maintained.

DUFF & PHELPS COMMERCIAL PAPER RATINGS:

     Duff & Phelps commercial paper ratings are divided into three categories,
ranging from "1" for the highest quality obligations to "3" for the lowest. No
ratings are issued for companies whose paper is not deemed investment grade.
Issues assigned the Duff 1 rating are considered top grade. This category is
further divided into three gradations as follows: Duff 1 plus--highest certainty
of timely payment, short-term liquidity, including internal operating factors
and/or ready access to alternative sources of funds, is clearly outstanding and
safety is just below risk-free U.S. Treasury short-term obligations; Duff
1--very high certainty or timely payment liquidity factor are excellent and
supported by strong fundamental protection factors, risk factors are minor; Duff
1 minus-high certainty of timely payment, liquidity factors are strong and
supported by good fundamental protection factors, risk factors are very small.
Issues rated Duff 2 represent a good certainty of timely payment; liquidity
factors and company fundamentals are sound; although ongoing internal funds
needs may enlarge total financing requirements, access to capital markets is
good; risk factors are small. Duff 3 represents a satisfactory grade;
satisfactory liquidity and other protection factors qualify issue as to
investment grade; risk factors are larger and subject to more variation;
nevertheless timely payment is expected.

                                      A-3

<PAGE>


                     APPENDIX I--HISTORICAL PERFORMANCE DATA

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

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

                               CAMERA READY GRAPH

Source: Prudential Investment Corporation based on data from Ibbotson
Associates' EnCORR Software, Chicago, Illinois. Used with permission. This chart
is for illustrative purposes only and is not indicative of the past, present, or
future performance of any portfolio.

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

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

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

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

                                      I-1

<PAGE>


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

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

                                    [Chart]

           HISTORICAL TOTAL RETURNS OF DIFFERENT BOND MARKET SECTORS

<TABLE>
<CAPTION>

YEAR                                      '87      '88      '89      '90      '91      '92      '93      '94      '95
- ----                                     -----    -----    -----    -----    -----    -----    -----    -----    -----
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>  
U.S. TREASURY BONDS                       2.0%     7.0%    14.4%     8.5%    15.3%     7.2%    10.7%    -3.4%    18.4%
MORTGAGE SECURITIES                       4.3%     8.7%    15.4%    10.7%    15.7%     7.0%     6.8%    -1.6%    16.8%
U.S. CORPORATE BONDS                      2.6%     9.2%    14.1%     7.1%    18.5%     8.7%    12.2%    -3.9%    22.3%
U.S. HIGH YIELD CORPORATE BONDS           5.0%    12.5%     0.8%    -9.6%    46.2%    15.8%    17.1%    -1.0%    19.2%
WORLD GOVERNMENT BONDS                   35.2%     2.3%    -3.4%    15.3%    16.2%     4.8%    15.1%     6.0%    19.6%
DIFFERENCE BETWEEN HIGHEST AND LOWEST     
  RETURN IN PERCENT                      33.2     10.2     18.8     24.9     30.9     11.0     10.3      9.9      5.5
</TABLE>


1 LEHMAN BROTHERS TREASURY BOND INDEX is an unmanaged index made up of over 150
public issues of the U.S. Treasury having maturities of at least one year.

2 LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX is an unmanaged index that
includes over 600 15- and 30-year fixed-rate mortgage-backed securities of the
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

3 LEHMAN BROTHERS CORPORATE BOND INDEX includes over 3,000 public fixed-rate,
nonconvertible investment-grade bonds. All bonds are U.S. dollar-denominated
issues and include debt issued or guaranteed by foreign sovereign governments,
municipalities, governmental agencies or international agencies. All bonds in
the index have maturities of at least one year.

4 LEHMAN BROTHERS HIGH YIELD BOND INDEX is an unmanaged index comprising over
750 public, fixed-rate, nonconvertible bonds that are rated Ba1 or lower by
Moody's Investors Service (or rated BB+ or lower by Standard & Poor's or Fitch
Investors Service). All bonds in the index have maturities of at least one year.

5 SALOMON BROTHERS WORLD GOVERNMENT INDEX (NON U.S.) includes over 800 bonds
issued by various foreign governments or agencies, excluding those in the U.S.,
but including those in Japan, Germany, France, the U.K., Canada, Italy,
Australia, Belgium, Denmark, the Netherlands, Spain, Sweden, and Austria. All
bonds in the index have maturities of at least one year.

                                      I-2

<PAGE>


This chart illustrates the performance of major world stock markets for the
period from 1986 through 1995. It does not represent the performance of any
Prudential Mutual Fund.

                                    [Chart]

                           HONG KONG            23.8%
                           BELGIUM              20.7%
                           SWEDEN               19.4%
                           NETHERLAND           19.3%
                           SPAIN                17.9%
                           SWITZERLAND          17.1%
                           FRANCE               15.3%
                           U.K.                 15.0%
                           U.S.                 14.8%
                           JAPAN                12.8%
                           AUSTRIA              10.9%
                           GERMANY              10.7%

Source: Morgan Stanley Capital International (MSCI) Used with permission. Morgan
Stanley Country indices are unmanaged indices which include those stocks making
up the largest two-thirds of each country's total stock market capitalization.
Returns reflect the reinvestment of all distributions. This chart is for
illustrative purposes only and is not indicative of the past, present or future
performance of any specific investment. Investors cannot invest directly in
stock indices.




This chart shows the growth of a hypothetical $10,000 investment made in the
stock representing the S&P 500 stock index with and without reinvested
dividends.

                                    [Chart]

             CAPITAL APPRECIATION
               AND REINVESTING
               DIVIDENDS                    $188,208
             CAPITAL APPRECIATION
               ONLY                         $ 66,913

Source: Stocks, Bonds, Bills and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. This chart is used for illustrative
purposes only and is not intended to represent the past, present or future
performance of any Prudential Mutual Fund. Common stock total return is based on
the Standard & Poor's 500 Stock Index, a market-value-weighted index made up of
500 of the largest stocks in the U.S. based upon their stock market value.
Investors cannot invest directly in indices.

                                    [Chart]

                          WORLD STOCK MARKET BY REGION
                           World Total: $9.2 trillion

                           CANADA                2.2%
                           EUROPE               28.3%
                           U.S.                 40.8%
                           PACIFIC BASIN        28.7%


Source: Morgan Stanley Capital International, December 1995. Used with
permission. This chart represents the capitalization of major world stock
markets as measured by the Morgan Stanley Capital International (MSCI) World
Index. The total market capitalization is based on the value of 1579 companies
in 22 countries (representing approximately 60% of the aggregate market value of
the stock exchanges). This chart is for illustrative purposes only and does not
represent the allocation of any Prudential Mutual Fund.

                                      I-3

<PAGE>


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

              LONG U.S. TREASURY BOND YIELD IN PERCENT (1926-1995)

                                     (CHART)

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

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

     The following chart, although not relevant to share ownership in the Fund,
may provide useful information about the effects of a hypothetical investment
diversified over different asset portfolios. The chart shows the range of annual
total returns for major stock and bond indices for the period from December 31,
1975 through December 31, 1995. The horizontal "Best Returns Zone" band shows
that a hypothetical blended portfolio constructed of one-third U.S. stocks (S&P
500), one-third foreign stocks (EAFE Index), and one-third U.S. bonds (Lehman
Index) would have eliminated the "highest highs" and "lowest lows" of any single
asset class.

                                     (CHART)

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

*Source: Prudential Investment Corporation based on data from Lipper Analytical
New Application (LANA). Past performance is not indicative of future results.
The S&P 500 Index is a weighted, unmanaged index comprised of 500 stocks which
provides a broad indication of stock price movements. The Morgan Stanley EAFE
Index is an unmanaged index comprised of 20 overseas stock markets in Europe,
Australia, New Zealand and the Far East. The Lehman Aggregate Index includes all
publicly-issued investment grade debt with maturities over one year, including
U.S. government and agency issues, 15 and 30 year fixed-rate government agency
mortgage securities, dollar denominated SEC registered corporate and government
securities, as well as asset-backed securities. Investors cannot invest directly
in stock or bond market indices.

                                      I-4

<PAGE>


                   APPENDIX II--GENERAL INVESTMENT INFORMATION

     The following terms are used in mutual fund investing.

ASSET ALLOCATION

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

DIVERSIFICATION

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

DURATION

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

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

MARKET TIMING

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

POWER OF COMPOUNDING

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

                                      II-1

<PAGE>


              APPENDIX III--INFORMATION RELATING TO THE PRUDENTIAL

     Set forth below is information relating to The Prudential Insurance Company
of America (Prudential) and its subsidiaries as well as information relating to
the Prudential Mutual Funds. See "Management of the Fund--Manager" in the
Prospectus. The data will be used in sales materials relating to the Prudential
Mutual Funds. Unless otherwise indicated, the information is as of December 31,
1995 and is subject to change thereafter. All information relies on data
provided by The Prudential Investment Corporation (PIC) or from other sources
believed by the Manager to be reliable. Such information has not been verified
by the Fund.

INFORMATION ABOUT PRUDENTIAL

     The Manager and PIC(1) are subsidiaries of Prudential, which is one of the
largest diversified financial services institutions in the world and, based on
total assets, the largest insurance company in North America as of December 31,
1995. Its primary business is to offer a full range of products and services in
three areas: insurance, investments and home ownership for individuals and
families; health-care management and other benefit programs for employees of
companies and members of groups; and asset management for institutional clients
and their associates. Prudential (together with its subsidiaries) employs more
than 92,000 persons worldwide, and maintains a sales force of approximately
13,000 agents and 5,600 financial advisors. Prudential is a major issuer of
annuities, including variable annuities. Prudential seeks to develop innovative
products and services to meet consumer needs in each of its business areas.
Prudential uses the Rock of Gibraltar as its symbol. The Prudential rock is a
recognized brand name throughout the world.

     Insurance. Prudential has been engaged in the insurance business since
1875. It insures or provides financial services to more than 50 million people
worldwide--one of every five people in the United States. Long one of the
largest issuers of individual life insurance, the Prudential has 19 million life
insurance policies in force today with a face value of $1 trillion. Prudential
has the largest capital base ($11.4 billion) of any life insurance company in
the United States. The Prudential provides auto insurance for more than 1.7
million cars and insures more than 1.4 million homes.

     Money Management. The Prudential is one of the largest pension fund
managers in the country, providing pension services to 1 in 3 Fortune 500 firms.
It manages $36 billion of individual retirement plan assets, such as 401(k)
plans. In July 1996, Institutional Investor ranked Prudential the fifth largest
institutional money manager of the 300 largest money management organizations in
the United States as of December 31, 1995. As of December 31, 1995, Prudential
had more than $314 billion in assets under management. Prudential's Money
Management Group (of which Prudential Mutual Funds is a key part) manages over
$190 billion in assets of institutions and individuals.

     Real Estate. The Prudential Real Estate Affiliates, the fourth largest real
estate brokerage network in the United States, has more than 34,000 brokers and
agents and more than 1,100 offices in the United States.(2)

     Healthcare. Over two decades ago, the Prudential introduced the first
federally-funded, for-profit HMO in the country. Today, almost 5 million
Americans receive healthcare from a Prudential managed care membership.

     Financial Services. The Prudential Bank, a wholly-owned subsidiary of the
Prudential, has nearly $3 billion in assets and serves nearly 1.5 million
customers across 50 states.

INFORMATION ABOUT THE PRUDENTIAL MUTUAL FUNDS

     Prudential Mutual Fund Management is one of the sixteenth largest mutual
fund companies in the country, with over 2.5 million shareholders invested in
more than 50 mutual fund portfolios and variable annuities with more than 3.7
million shareholder accounts.

     The Prudential Mutual Funds have over 30 portfolio managers who manage over
$55 billion in mutual fund and variable annuity assets. Some of Prudential's
portfolio managers have over 20 years of experience managing investment
portfolios.

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

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

(1)  Prudential Mutual Fund Investment Management, a unit of PIC, serves as the
     Subadviser to substantially all of the Prudential Mutual Funds. Wellington
     Management Company serves as the subadviser to Global Utility Fund, Inc.,
     Nicholas-Applegate Capital Management as subadviser to Nicholas-Applegate
     Fund, Inc., Jennison Associates Capital Corp. as the subadviser to
     Prudential Jennison Series Fund, Inc. and BlackRock Financial Management,
     Inc. as subadviser to The BlackRock Government Income Trust. There are
     multiple subadvisers for The Target Portfolio Trust.

(2)  As of December 31, 1994.

                                     III-1

<PAGE>


     Equity Funds. Forbes magazine listed Prudential Equity Fund among twenty
mutual funds on its Honor Roll in its mutual fund issue of August 28, 1995.
Honorees are chosen annually among mutual funds (excluding sector funds) which
are open to new investors and have had the same management for at least five
years. Forbes considers, among other criteria, the total return of a mutual fund
in both bull and bear markets as well as a fund's risk profile. Prudential
Equity Fund is managed with a "value" investment style by PIC. In 1995,
Prudential Securities introduced Prudential Jennison Growth Fund, a growth-style
equity fund managed by Jennison Associates Capital Corp., a premier
institutional equity manager and a subsidiary of Prudential.

     High Yield Funds. Investing in high yield bonds is a complex and research
intensive pursuit. A separate team of high yield bond analysts monitor the 167
issues held in the Prudential High Yield Fund (currently the largest fund of its
kind in the country) along with 100 or so other high yield bonds, which may be
considered for purchase(3). Non-investment grade bonds, also known as junk bonds
or high yield bonds, are subject to a greater risk of loss of principal and
interest including default risk than higher-rated bonds. Prudential high yield
portfolio managers and analysts meet face-to-face with almost every bond issuer
in the High Yield Fund's portfolio annually, and have additional telephone
contact throughout the year.

     Prudential's portfolio managers are supported by a large and sophisticated
research organization. Fourteen investment grade bond analysts monitor the
financial viability of approximately 1,750 different bond issuers in the
investment grade corporate and municipal bond markets--from IBM to small
municipalities, such as Rockaway Township, New Jersey. These analysts consider
among other things sinking fund provisions and interest coverage ratios.

     Prudential's portfolio managers and analysts receive research services from
almost 200 brokers and market service vendors. They also receive nearly 100
trade publications and newspapers--from Pulp and Paper Forecaster to Women's
Wear Daily--to keep them informed of the industries they follow.

     Prudential Mutual Funds' traders scan over 100 computer monitors to collect
detailed information on which to trade. From natural gas prices in the Rocky
Mountains to the results of local municipal elections, a Prudential portfolio
manager or trader is able to monitor it if it's important to a Prudential mutual
fund.

     Prudential Mutual Funds trade approximately $31 billion in U.S. and foreign
government securities a year. PIC seeks information from government policy
makers. In 1995, Prudential's portfolio managers met with several senior U.S.
and foreign government officials, on issues ranging from economic conditions in
foreign countries to the viability of index-linked securities in the United
States.

     Prudential Mutual Funds' portfolio managers and analysts met with over
1,200 companies in 1995, often with the Chief Executive Officer (CEO) or Chief
Financial Officer (CFO). They also attended over 250 industry conferences.

     Prudential Mutual Fund global equity managers conducted many of their
visits overseas, often holding private meetings with a company in a foreign
language (our global equity managers speak 7 different languages, including
Mandarin Chinese).

     Trading Data(4). On an average day, Prudential Mutual Funds' U.S. and
foreign equity trading desks traded $77 million in securities representing over
3.8 million shares with nearly 200 different firms. Prudential Mutual Funds'
bond trading desks traded $157 million in government and corporate bonds on an
average day. That represents more in daily trading than most bond funds tracked
by Lipper even have in assets(5). Prudential Mutual Funds' money market desk
traded $3.2 billion in money market securities on an average day, or over $800
billion a year. They made a trade every 3 minutes of every trading day. In 1994,
the Prudential Mutual Funds effected more than 40,000 trades in money market
securities and held on average $20 billion of money market securities(6).

     Based on complex-wide data, on an average day, over 7,250 shareholders
telephoned Prudential Mutual Fund Services, Inc., the Transfer Agent of the
Prudential Mutual Funds, on the Prudential Mutual Funds' toll-free number. On an
annual basis, that represents approximately 1.8 million telephone calls
answered.

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

(3)  As of December 31, 1995. The number of bonds and the size of the Fund are
     subject to change.

(4)  Trading data represents average daily transactions for portfolios of the
     Prudential Mutual Funds for which PIC serves as the subadviser, portfolios
     of the Prudential Series Fund and institutional and non-US accounts managed
     by Prudential Mutual Fund Investment Management, a division of PIC, for the
     year ended December 31, 1995.

(5)  Based on 669 funds in Lipper Analytical Services categories of Short U.S.
     Treasury, Short U.S. Government, Intermediate U.S. Treasury, Intermediate
     U.S. Government, Short Investment Grade Debt, Intermediate Investment Grade
     Debt, General U.S. Treasury, General U.S. Government and Mortgage funds.

(6)  As of December 31, 1994.

                                     III-2

<PAGE>


INFORMATION ABOUT PRUDENTIAL SECURITIES

     Prudential Securities is the fifth largest retail brokerage firm in the
United States with approximately 5,600 financial advisors. It offers to its
clients a wide range of products, including Prudential Mutual Funds and
annuities. As of December 31, 1995, assets held by Prudential Securities for its
clients approximated $168 billion. During 1994, over 28,000 new customer
accounts were opened each month at PSI(7).

     Prudential Securities has a two-year Financial Advisor training program
plus advanced education programs, including Prudential Securities "university,"
which provides advanced education in a wide array of investment areas.
Prudential Securities is the only Wall Street firm to have its own in-house
Certified Financial Planner (CFP) program. In the December 1995 issue of
Registered Rep, an industry publication, Prudential Securities' Financial
Advisor training programs received a grade of A- (compared to an industry
average of B+).

     In 1995, Prudential Securities' equity research team ranked 8th in
Institutional Investor magazine's 1995 "All America Research Team" survey. Five
Prudential Securities' analysts were ranked as first-team finishers(8).

     In addition to training, Prudential Securities provides its financial
advisors with access to firm economists and market analysts. It has also
developed proprietary tools for use by financial advisors, including the
Financial ArchitectSM, a state-of-the-art asset allocation software program
which helps Financial Advisors to evaluate a client's objectives and overall
financial plan, and a comprehensive mutual fund information and analysis system
that compares different mutual funds.

     For more complete information about any of the Prudential Mutual Funds,
including charges and expenses, call your Prudential Securities financial
adviser or Pruco/Prudential representative for a free prospectus. Read it
carefully before you invest or send money.

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

(7)  As of December 31, 1994.

(8)  On an annual basis, Institutional Investor magazine surveys more than 700
     institutional money managers, chief investment officers and research
     directors, asking them to evaluate analysts in 76 industry sectors. Scores
     are produced by taking the number of votes awarded to an individual analyst
     and weighting them based on the size of the voting institution. In total,
     the magazine sends its survey to approximately 2,000 institutions and a
     group of European and Asian institutions.

                                     III-3



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