PRUDENTIAL INDEX SERIES FUND, 485BPOS, 1999-12-15

PRUDENTIAL INDEX SERIES FUND
485BPOS, 1999-12-15

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As filed with the Securities and Exchange Commission on December 15, 1999

Registration Nos. 33-48066
811-6677
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
POST-EFFECTIVE AMENDMENT NO. 16 |X|
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |_|
AMENDMENT NO. 17 |X|
(CHECK APPROPRIATE BOX OR BOXES)

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PRUDENTIAL INDEX SERIES FUND
(Exact name of registrant as specified in charter)

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Address of Principal Executive Offices) (Zip Code)

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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-7525

MARGUERITE E.H. MORRISON, ESQ.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Name and Address of Agent for Service)

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COPIES TO:

PAUL H. DYKSTRA, ESQ.
GARDNER, CARTON & DOUGLAS
321 N. CLARK STREET
CHICAGO, ILLINOIS 60610-4795

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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement.

It is proposed that this filing will become effective (check appropriate
box):

|_| immediately upon filing pursuant to paragraph (b)
|X| on December 17, 1999 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)
|_| on (date) pursuant to paragraph (a) of Rule 485
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

|_| this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

Title of Securities Being Registered . . . Shares of beneficial interest,
par value $.001 per share.

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EXPLANATORY NOTE

This Post-Effective Amendment to the Registration Statement of the
Prudential Index Series Fund (File No. 33-48066) is not intended to
amend the Prospectus of Prudential Stock Index Fund, dated November 18, 1999.

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FUND TYPE:
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Stock or bond

INVESTMENT OBJECTIVE:
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Provide investment results
that correspond to the
performance of the
applicable index

[GRAPHIC OMITTED]

PRUDENTIAL BOND MARKET INDEX FUND
PRUDENTIAL EUROPE INDEX FUND
PRUDENTIAL PACIFIC INDEX FUND
PRUDENTIAL SMALL-CAP INDEX FUND

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PROSPECTUS: NOVEMBER 18, 1999
(AS SUPPLEMENTED ON DECEMBER 17, 1999)

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Funds' shares, nor has the SEC determined that this
prospectus is complete or accurate. It is a criminal offense to state otherwise.
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TABLE OF CONTENTS
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1 Risk/Return Summary
1 Investment Objectives and Principal Strategies
2 Principal Risks
4 Evaluating Performance
8 Fees and Expenses

11 How the Funds Invest
11 Investment Objectives and Policies
15 Other Investments and Strategies
18 Investment Risks

22 How the Funds are Managed
22 Board of Trustees
22 Manager
22 Investment Adviser
23 Distributor
23 Year 2000 Readiness Disclosure

24 Fund Distributions and Tax Issues
24 Distributions
25 Tax Issues
26 If You Sell or Exchange Your Shares

27 How to Buy, Sell and Exchange Shares of the Funds
27 How to Buy Shares
31 How to Sell Your Shares
32 How to Exchange Your Shares

34 Financial Highlights
35 Prudential Bond Market Index Fund
36 Prudential Europe Index Fund
37 Prudential Pacific Index Fund
38 Prudential Small-Cap Index Fund

40 The Prudential Mutual Fund Family

For More Information (Back Cover)

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PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852

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RISK/RETURN SUMMARY
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This prospectus provides information about four of the five series of PRUDENTIAL
INDEX SERIES FUND, which we refer to as "the Company." Those four series are
PRUDENTIAL BOND MARKET INDEX FUND, PRUDENTIAL EUROPE INDEX FUND, PRUDENTIAL
PACIFIC INDEX FUND and PRUDENTIAL SMALL-CAP INDEX FUND (each referred to as a
"Fund" and collectively as "the Funds"). To obtain information about the fifth
series, Prudential Stock Index Fund, see the back cover page of this prospectus.
While the four Funds have some common attributes, such as many of their
investment policies, each is designed to track the performance of a different
index. Therefore, some sections of this prospectus deal with each Fund
separately, while other sections address all four Funds at the same time.
Additional information follows this summary.

INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

Each Fund's investment objective is TO PROVIDE INVESTMENT RESULTS THAT
CORRESPOND TO THE PERFORMANCE OF AN APPLICABLE INDEX. This means we seek
investments whose price and yield or total return will correlate to that of the
applicable index. Each Fund normally invests at least 80% of its total assets in
equity securities of a broad-based index, except for Prudential Bond Market
Index Fund, which invests at least 80% of its total assets in fixed-income
securities represented in a broad-based index. Each Fund also may use
derivatives.

o PRUDENTIAL BOND MARKET INDEX FUND seeks to provide investment results that
correspond to the total return performance of a broad-based index of
fixed-income securities, currently the Lehman Brothers Aggregate Bond
Index. The three major classes of fixed-income securities in this Index
are U.S. Treasury and government agency securities, investment-grade
corporate debt obligations and mortgage-backed securities. The Fund may
actively and frequently trade its portfolio securities.

o PRUDENTIAL EUROPE INDEX FUND seeks to provide investment results that

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Did You Know...

Each Fund employs a "passively managed"--or index--investment approach by
holding the same mix of stocks (or bonds) as is held in the applicable index.
Each Fund uses a "sampling" technique. Using sophisticated computer programs,
the Funds select securities that will recreate their target indexes in terms of
industry weightings, market capitalization and other characteristics. For
instance, if 20% of the Lehman Brothers Aggregate Bond Index were made up of
corporate bonds, the Prudential Bond Market Index Fund would invest about 20% of
its assets in corporate bonds that have characteristics as a group similar to
those in that Index.
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1

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RISK/RETURN SUMMARY
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correspond to the price and yield performance of a broad-based index
of securities of European issuers, currently the Morgan Stanley Capital
International (MSCI) Europe Index. This Index includes equity securities
of companies in developed European countries and is dominated by the
United Kingdom, Germany and France.

o PRUDENTIAL PACIFIC INDEX FUND seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
securities of issuers in the Pacific region, currently the MSCI Pacific
Free Index. This Index includes equity securities of companies in
Australia, Hong Kong, Japan, New Zealand and Singapore and is dominated by
Japanese stocks.

o PRUDENTIAL SMALL-CAP INDEX FUND seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
small-cap stocks, currently the Standard & Poor's 600 Small Capitalization
Stock Index (S&P SmallCap 600 Index). The U.S. stocks in this Index have a
market capitalization of no more than $3.01 billion (as of September 30,
1999).

Each Fund intends to invest at least 80% of its total assets in securities
included in the applicable index. Each Fund tries to achieve a correlation
between its performance and the performance of the applicable index of at least
0.95, with or without taking expenses into account. Each Fund sells securities
within a reasonable time after they have been removed from the applicable index.

While we make every effort to achieve our objectives, we can't guarantee
success.

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. The Funds'
performance will not precisely correspond to the performance of the applicable
index. Potential tracking differences, brokerage and other costs and other Fund
expenses may cause a Fund's return to be lower than that of the applicable
index.

Since PRUDENTIAL BOND MARKET INDEX FUND invests primarily in fixed-income
securities, the Fund faces interest rate risk, market risk, credit risk and
prepayment risk. INTEREST RATE RISK is the risk that bond prices overall will
decline over short or even long periods due to rising interest rates. Interest
rate risk should be less for shorter-term bonds and greater for longer-term
bonds. MARKET RISK is the risk that the market value of an investment may move
up or down and that its movement may occur quickly or unpredictably. Market risk

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RISK/RETURN SUMMARY
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may affect an industry, a sector or the entire market. CREDIT RISK is the risk
that a bond issuer will fail to pay interest and principal in a timely manner,
reducing the Fund's return. PREPAYMENT RISK is the risk that during periods of
falling interest rates, a mortgage-backed bond issuer will repay a
higher-yielding bond before its maturity date. Forced to reinvest the
unanticipated proceeds at lower rates, the Fund would experience a decline in
income and lose the opportunity for additional price appreciation associated
with falling rates.

Prudential Bond Market Index Fund may actively and frequently trade its
portfolio securities. High portfolio turnover results in higher transaction
costs and can affect the Fund's performance and have adverse tax consequences.

Since PRUDENTIAL EUROPE INDEX FUND, PRUDENTIAL PACIFIC INDEX FUND and
PRUDENTIAL SMALL-CAP INDEX FUND invest primarily in common stock, they are
subject to MARKET RISK. This is the risk that the price of a particular stock we
own could go down, or the value of the equity markets, or a sector of them,
could go down. Stock markets are volatile.

Prudential Small-Cap Index Fund also has SMALL-COMPANY RISK. These
companies usually offer a smaller range of products and services than larger
companies. They also may have limited financial resources and may lack
management depth. As a result, the stock prices of small companies are less
stable than the stock prices of medium and large companies.

Since PRUDENTIAL EUROPE INDEX FUND and PRUDENTIAL PACIFIC INDEX FUND
invest mostly in foreign securities, there are FOREIGN MARKET RISKS, which are
different than if we invested only in U.S. stocks. Foreign markets are often
more volatile than U.S. markets and are generally not subject to regulatory
requirements comparable to those in the U.S. There also is REGIONAL RISK for
these Funds--that is, the risk that an entire region will be hurt by political
troubles, financial problems or natural disasters. An investment in either of
these Funds also involves CURRENCY RISK. Currency risk is the risk that returns
will be hurt by a rise in the value of the U.S. dollar versus foreign
currencies.

Some of our investment strategies may present above-average risks. A Fund
may use risk management techniques to try to preserve assets or enhance return.
Derivatives may not fully offset the underlying positions and this could result
in losses to the Fund that would not otherwise have occurred.

Like any mutual fund, an investment in a Fund could lose value and you
could lose money. For more detailed information about the risks associated with
the Fund, see "How the Funds Invest-Investment Risks."

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3
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RISK/RETURN SUMMARY
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An investment in a Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

EVALUATING PERFORMANCE

A number of factors--including risk--affect how each Fund performs. The
following bar charts show each Fund's performance for 1998, the only full
calendar year of operation. The bar charts and tables below demonstrate the risk
of investing in a Fund by showing how returns can change and by showing how each
Fund's average annual total returns compare with a stock index (for each Fund
except Prudential Bond Market Index Fund) or a bond index (for Prudential Bond
Market Index Fund). Past performance does not mean that a Fund will achieve
similar results in the future.

PRUDENTIAL BOND MARKET INDEX FUND

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

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ANNUAL RETURN (CLASS Z SHARES)
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1998 8.45%

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BEST QUARTER: 4.10% (3rd quarter of 1998)
WORST QUARTER: 0.40% (4th quarter of 1998)
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THE TOTAL RETURN OF THE CLASS Z SHARES FROM 1-1-99 TO 9-30-99 WAS -1.06%.

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AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-98)
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1 YR SINCE INCEPTION
Class Z shares 8.45% 8.90% (since 10-1-97)
Lehman Index(2) 2.03% 2.05% (since 10-1-97)

(1) THE FUND'S RETURNS ARE AFTER DEDUCTION OF EXPENSES. WITHOUT THE MANAGEMENT
FEE WAIVER OR EXPENSE REIMBURSEMENT, THE RETURNS WOULD HAVE BEEN LOWER.
(2) THE LEHMAN BROTHERS AGGREGATE BOND INDEX IS AN UNMANAGED INDEX THAT
MEASURES THE TOTAL RETURN (CAPITAL CHANGE PLUS INCOME) PROVIDED BY A GROUP
OF FIXED-INCOME SECURITIES, WEIGHTED BY MARKET VALUE. THESE RETURNS DO NOT
INCLUDE THE EFFECT OF ANY OPERATING EXPENSES OF A MUTUAL FUND. THESE
RETURNS WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF OPERATING EXPENSES.
SOURCE: LIPPER INC.

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RISK/RETURN SUMMARY
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PRUDENTIAL EUROPE INDEX FUND

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

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ANNUAL RETURN (CLASS Z SHARES)
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1998 28.54%

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BEST QUARTER: 19.80% (1st quarter of 1998)
WORST QUARTER: -14.40% (3rd quarter of 1998)
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THE TOTAL RETURN OF THE CLASS Z SHARES FROM 1-1-99 TO 9-30-99 WAS -1.30%.

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AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-98)
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1 YR SINCE INCEPTION
Class Z shares 28.54% 21.01% (since 10-1-97)
MSCI Europe Index(2) 27.18% 28.58% (since 10-1-97)

(1) THE FUND'S RETURNS ARE AFTER DEDUCTION OF EXPENSES. WITHOUT THE MANAGEMENT
FEE WAIVER OR EXPENSE REIMBURSEMENT, THE RETURNS WOULD HAVE BEEN LOWER.
(2) THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EUROPE INDEX IS AN
UNMANAGED, DIVERSIFIED, CAPITALIZATION-WEIGHTED INDEX CURRENTLY CONSISTING
OF THE EQUITY SECURITIES OF MORE THAN 550 COMPANIES LOCATED IN 15
DEVELOPED EUROPEAN COUNTRIES. IT GIVES A BROAD LOOK AT HOW EUROPEAN STOCKS
PERFORMED. THESE RETURNS DO NOT INCLUDE THE EFFECT OF ANY OPERATING
EXPENSES OF A MUTUAL FUND. THESE RETURNS WOULD BE LOWER IF THEY INCLUDED
THE EFFECT OF OPERATING EXPENSES. SOURCE: LIPPER INC.

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RISK/RETURN SUMMARY
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PRUDENTIAL PACIFIC INDEX FUND

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

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ANNUAL RETURN (CLASS Z SHARES)
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1998 1.79%

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BEST QUARTER: 25.64% (4th quarter of 1998)
WORST QUARTER: -13.59% (3rd quarter of 1998)
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THE TOTAL RETURN OF THE CLASS Z SHARES FROM 1-1-99 TO 9-30-99 WAS 35.69%.

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AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-98)
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1 YR SINCE INCEPTION
Class Z shares 1.79% -19.99% (since 9-24-97)
MSCI Pacific Free Index(2) -2.07% -23.92% (since 9-24-97)

(1) THE FUND'S RETURNS ARE AFTER DEDUCTION OF EXPENSES. WITHOUT THE MANAGEMENT
FEE WAIVER OR EXPENSE REIMBURSEMENT, THE RETURNS WOULD HAVE BEEN LOWER.
(2) THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) PACIFIC FREE INDEX IS AN
UNMANAGED, DIVERSIFIED, CAPITALIZATION-WEIGHTED INDEX CURRENTLY CONSISTING
OF 50% OF THE EQUITY SECURITIES LISTED ON THE STOCK EXCHANGES OF
AUSTRALIA, JAPAN, HONG KONG, NEW ZEALAND AND SINGAPORE. THESE RETURNS DO
NOT INCLUDE THE EFFECT OF ANY OPERATING EXPENSES OF A MUTUAL FUND. THESE
RETURNS WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF OPERATING EXPENSES.
SOURCE: LIPPER INC.

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RISK/RETURN SUMMARY
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PRUDENTIAL SMALL-CAP INDEX FUND

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

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ANNUAL RETURN (CLASS Z SHARES)
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1998 -1.16%

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BEST QUARTER: 17.78% (4th quarter of 1998)
WORST QUARTER: -20.53% (3rd quarter of 1998)
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THE TOTAL RETURN OF THE CLASS Z SHARES FROM 1-1-99 TO 9-30-99 WAS -0.11%.

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AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-98)
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1 YR SINCE INCEPTION
Class Z shares -1.16% -3.68% (since 10-1-97)
S&P SmallCap 600 Index(2) -1.31% -0.04% (since 10-1-97)

(1) THE FUND'S RETURNS ARE AFTER DEDUCTION OF EXPENSES. WITHOUT THE MANAGEMENT
FEE WAIVER OR EXPENSE REIMBURSEMENT, THE RETURNS WOULD HAVE BEEN LOWER.
(2) THE S&P SMALLCAP 600 INDEX--AN UNMANAGED INDEX OF 600 STOCKS OF SMALLER
U.S. COMPANIES--GIVES A BROAD LOOK AT HOW STOCK PRICES OF SMALLER
COMPANIES HAVE PERFORMED. THESE EXPENSES DO NOT INCLUDE THE EFFECT OF ANY
OPERATING EXPENSES OF A MUTUAL FUND. THESE RETURNS WOULD BE LOWER IF THEY
INCLUDED THE EFFECT OF OPERATING EXPENSES. SOURCE: LIPPER INC.

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RISK/RETURN SUMMARY
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FEES AND EXPENSES

These tables show the fees and expenses that you may pay if you buy and hold
shares of a Fund. For more information, see "How to Buy, Sell and Exchange
Shares of the Funds."

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SHAREHOLDER FEES(1) (PAID DIRECTLY FROM YOUR INVESTMENT)
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CLASS Z
Maximum sales charge (load) imposed on purchases None

Maximum deferred sales charge (load) None

Maximum sales charge (load) imposed on
reinvested dividends and other distributions None

Redemption fees None

Exchange fee None

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RISK/RETURN SUMMARY
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ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)
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PRUDENTIAL BOND MARKET INDEX FUND
Management fees .25%
+ Distribution and service (12b-1) fees None
+ Other expenses .40%
= Total annual Fund operating expenses .65%
- - Expense reimbursement(2) .25%
= NET ANNUAL FUND OPERATING EXPENSES(2) .40%

PRUDENTIAL EUROPE INDEX FUND
Management fees .40%
+ Distribution and service (12b-1) fees None
+ Other expenses 1.21%
= Total annual Fund operating expenses 1.61%
- - Expense reimbursement(2) 1.01%
= NET ANNUAL FUND OPERATING EXPENSES(2) .60%

PRUDENTIAL PACIFIC INDEX FUND
Management fees .40%
+ Distribution and service (12b-1) fees None
+ Other expenses 1.16%
= Total annual Fund operating expenses 1.56%
- - Expense reimbursement(2) .96%
= NET ANNUAL FUND OPERATING EXPENSES(2) .60%

PRUDENTIAL SMALL-CAP INDEX FUND
Management fees .30%
+ Distribution and service (12b-1) fees None
+ Other expenses .96%
= Total annual Fund operating expenses 1.26%
- - Expense reimbursement(2) .76%
= NET ANNUAL FUND OPERATING EXPENSES(2) .50%

(1) YOUR BROKER MAY CHARGE YOU A SEPARATE OR ADDITIONAL FEE FOR PURCHASES AND
SALES OF SHARES.
(2) FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2000, THE MANAGER HAS
CONTRACTUALLY AGREED TO SUBSIDIZE THE FUNDS' OPERATING EXPENSES SO THAT
TOTAL FUND OPERATING EXPENSES DO NOT EXCEED .40%, .60%, .60% AND .50% OF
THE AVERAGE NET ASSETS OF PRUDENTIAL BOND MARKET INDEX FUND, PRUDENTIAL
EUROPE INDEX FUND, PRUDENTIAL PACIFIC INDEX FUND AND PRUDENTIAL SMALL-CAP
INDEX FUND, RESPECTIVELY.

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RISK/RETURN SUMMARY
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EXAMPLE

This example will help you compare the fees and expenses of the Funds and the
cost of investing in a Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in a Fund for the time periods
indicated and then sell all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that
each Fund's operating expenses remain the same, except for the Manager's
agreement to subsidize expenses during the first year. Although your actual
costs may be higher or lower, based on these assumptions, your costs would be:

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1 YR 3 YRS 5 YRS 10 YRS
Prudential Bond Market Index Fund $41 $183 $337 $ 787
Prudential Europe Index Fund $61 $409 $781 $1,826
Prudential Pacific Index Fund $61 $398 $759 $1,775
Prudential Small-Cap Index Fund $51 $324 $619 $1,456

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HOW THE FUNDS INVEST
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INVESTMENT OBJECTIVES AND POLICIES

Each Fund's investment objective is to PROVIDE INVESTMENT RESULTS THAT
CORRESPOND TO THE PERFORMANCE OF THE APPLICABLE INDEX. While we make every
effort to achieve our objective, we can't guarantee success.

PRUDENTIAL BOND MARKET INDEX FUND

Prudential and Market Index Fund seeks to provide investment results that
correspond to the total return performance of a broad-based index of
fixed-income securities. The Prudential Bond Market Index Fund currently uses
the Lehman Brothers Aggregate Bond Index. The Lehman Brothers Aggregate Bond
Index is an unmanaged index that measures the total return (capital change plus
income) provided by a universe of fixed-income securities, weighted by market
value. The Fund is not sponsored by or affiliated with Lehman Brothers.

To achieve its investment objective, Prudential Bond Market Index Fund
will purchase securities that, as a group, reflect the performance of the Lehman
Brothers Aggregate Bond Index. The Fund intends to hold a representative sample
of the securities in the three major classes of fixed-income investments in the
Lehman Brothers Aggregate Bond Index: U.S. Treasury and government agency
securities, investment-grade corporate debt obligations and mortgage-backed
securities. The securities included in the Index must be U.S. dollar denominated
and investment grade; have a fixed rate coupon, a remaining maturity or average
life of at least one year; and must generally have an outstanding market value
of at least $100 million. In addition, from time to time, adjustments may be
made in the holdings of the Fund due to factors that may include changes in the
composition of the Lehman Brothers Aggregate Bond Index. As of September 30,
1999, U.S. Treasury and agency securities comprised 33.9% and 8.7%,
respectively, of the Index's total market value; corporate bonds comprised
20.9%; asset-backed securities comprised 1.3%; and mortgage-backed securities
comprised 35.2%.

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INDEX INVESTING

DIVERSIFICATION. A diverse mix of companies across industries and sectors.

PERFORMANCE. Match the performance of relevant market benchmarks more closely
than similar actively managed funds.

TAX ADVANTAGES. Since the Funds primarily sell securities to meet redemptions or
to adjust to the relevant index, they usually have few capital gains.
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11
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HOW THE FUNDS INVEST
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PRUDENTIAL EUROPE INDEX FUND

Prudential Europe Index Fund seeks to provide investment results that correspond
to the price and yield performance of a broad-based index of securities of
European issuers. The Prudential Europe Index Fund currently uses the MSCI
Europe Index. The MSCI Europe Index is an unmanaged, diversified,
capitalization-weighted index currently consisting of the equity securities of
more than 550 companies located in 15 developed European countries. These
countries are Austria, Belgium, Denmark, Finland, France, Germany, Ireland,
Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the
United Kingdom. The Fund is not sponsored by or affiliated with Morgan Stanley &
Co. Incorporated.

To achieve its investment objective, Prudential Europe Index Fund will
purchase the equity securities that, as a group, reflect the price and yield
performance of the MSCI Europe Index. The Fund intends to invest in a
representative sample of the stocks included in the MSCI Europe Index in
approximately the same proportions as they are represented in that Index. In
addition, from time to time, adjustments may be made in the holdings of the Fund
due to factors that may include changes in the composition of the MSCI Europe
Index. The United Kingdom, Germany and France dominate the MSCI Europe Index
with 31%, 14% and 14%, respectively, of the market capitalization of the Index
as of September 30, 1999.

PRUDENTIAL PACIFIC INDEX FUND

Prudential Pacific Index Fund seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
securities of issuers in the Pacific region. The Prudential Pacific Index Fund
currently uses the MSCI Pacific Free Index. The MSCI Pacific Free Index is an
unmanaged, diversified, capitalization-weighted index currently consisting of
more than 400 equity securities listed on the stock exchanges of Australia,
Japan, Hong Kong, New Zealand and Singapore. The Fund is not sponsored by or
affiliated with Morgan Stanley & Co. Incorporated.

To achieve its investment objective, Prudential Pacific Index Fund will
purchase the equity securities that, as a group, reflect the price and yield
performance of the MSCI Pacific Free Index. The Fund intends to invest in a
representative sample of the equity securities included in the MSCI Pacific Free
Index in approximately the same proportions as they are represented in that
Index. In addition, from time to time, adjustments may be made in the holdings
of the Fund due to factors that may include changes in the

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HOW THE FUNDS INVEST
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composition of the MSCI Pacific Free Index. The MSCI Pacific Free Index is
dominated by the Japanese stock market, which represented 83% of the market
capitalization of the Index as of September 30, 1999.

PRUDENTIAL SMALL-CAP INDEX FUND

Prudential Small-Cap Index Fund seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
small-cap stocks. The Prudential Small-Cap Index Fund currently uses the S&P
SmallCap 600 Index. The S&P SmallCap 600 Index is an unmanaged,
market-value-weighted index (stock price times the number of shares outstanding)
of 600 smaller-company U.S. common stocks that cover all industry sectors.
Inclusion in the S&P SmallCap 600 Index in no way implies an opinion by Standard
& Poor's Corporation (S&P) about a stock's attractiveness as an investment. The
S&P SmallCap 600 Index currently measures the performance of selected U.S.
stocks with a market value of no greater than $3.01 billion as of September 30,
1999. The Fund is not sponsored by or affiliated with S&P.

To achieve its investment objective, Prudential Small-Cap Index Fund will
purchase equity securities that, as a group, reflect the price and yield
performance of the S&P SmallCap 600 Index. The Fund intends to purchase a
representative sample of the 600 stocks included in the S&P SmallCap 600 Index
in approximately the same proportions as they are represented in that Index. In
addition, from time to time, adjustments may be made in the holdings of the Fund
due to factors that may include changes in the composition of the S&P SmallCap
600 Index or receipt of distributions of securities of companies spun off from
S&P 600 companies.

INVESTMENT POLICIES APPLICABLE TO EACH FUND

The Funds are each expected to invest in over 250 stocks (or bonds for the
Prudential Bond Market Index Fund). Stocks are selected for inclusion in each
applicable Fund's portfolio based on country, market capitalization, industry
weightings and fundamental characteristics such as return variability, earnings
valuation and yield. Each Fund's portfolio is constructed to have aggregate
investment characteristics similar to those of its respective index. In order to
parallel the performance of its respective index, Prudential Europe Index Fund
and Prudential Pacific Index Fund will invest in each country in approximately
the same percentage as the country's weight in the applicable index.

The Funds may not hold all of the issues that comprise their respective
indexes because of the costs involved and the illiquidity of many of the

- --------------------------------------------------------------------------------
13
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

securities. Instead, each Fund will try to hold a representative sample of the
securities in its respective index. The securities will be selected using a
statistical technique known as "sampling" or "portfolio optimization." Under
this technique, each stock is considered for inclusion in the portfolio based on
its contribution to certain country, capitalization, industry and fundamental
investment characteristics. Each Fund's portfolio is constructed so that, in the
aggregate, the country, capitalization, industry and fundamental investment
characteristics resemble those of its respective index. Over time, portfolio
composition is altered (or "rebalanced") to reflect changes in the
characteristics of the relevant index.

Due to the use of this sampling technique, the Funds' portfolios are not
expected to track their benchmark indexes with the same degree of accuracy as
large capitalization domestic index funds. Each Fund will try to achieve a
correlation between its performance and that of its respective index of at least
0.95, with or without taking expenses into account. A perfect correlation of
1.00 would be achieved when a Fund's net asset value, including the value of its
dividends and capital gains distributions, increases or decreases in exact
proportion to changes in its respective index. The investment adviser will, of
course, try to minimize any tracking differential (that is, the statistical
measure of the difference between the investment results of a Fund and that of
its respective index). However, in addition to potential tracking differences,
brokerage and other transaction costs, as well as other expenses, may cause a
Fund's return to be lower than the return of its respective index. Consequently,
there can be no assurance of how closely a Fund's performance will correspond to
the performance of its respective index.

The Funds intend to remain fully invested, to the extent practicable, in a
pool of securities that will approximate the investment characteristics of their
respective indexes.

When deciding whether to sell securities, we intend to follow the
applicable index. When a security is removed from the index, we will sell it
within a reasonable time thereafter.

EQUITY AND EQUITY-RELATED SECURITIES

Each Fund, except Prudential Bond Market Index Fund, invests primarily in equity
securities, and the value of these Funds' investments will go up and down with
the performance of the stocks in the applicable index.

In addition to common stocks, the Funds (except Prudential Bond Market
Index Fund) can invest in equity-related securities. These include

- --------------------------------------------------------------------------------
14 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

nonconvertible preferred stocks, convertible securities, American Depositary
Receipts (ADRs), warrants and rights that can be exercised to obtain stock;
investments in various types of business ventures, including partnerships and
joint ventures; real estate investment trusts (REITs) and similar securities.
Convertible securities are securities--like bonds, corporate notes and preferred
stocks--that we can convert into the company's common stock or some other equity
security.

FOREIGN SECURITIES

Prudential Europe Index Fund and Prudential Pacific Index Fund invest primarily
in equity securities of foreign companies. For these purposes, we do not
consider ADRs and other similar receipts or shares to be foreign securities.

FIXED-INCOME OBLIGATIONS

Prudential Bond Market Index Fund invests primarily in fixed-income securities
including U.S. Treasury obligations and securities issued or guaranteed by U.S.
government agencies and instrumentalities, investment-grade corporate debt
obligations and mortgage-backed securities. Not all U.S. government securities
are backed by the full faith and credit of the United States. Some are supported
only by the credit of the issuing agency. The Fund may invest in debt securities
rated investment grade (BBB or above by Standard & Poor's Ratings Group or Baa
or above by Moody's Investors Service, Inc. or comparably rated by another major
rating agency).

For more information, see "Investment Risks" and the Statement of
Additional Information, "Description of the Funds, Their Investments and Risks."
The Statement of Additional Information--which we refer to as the SAI--contains
additional information about the Funds and the Company. To obtain a copy, see
the back cover page of this prospectus.

Each Fund's investment objective can be changed by the Board without
shareholder approval. The Board also can change investment policies that are not
fundamental.

OTHER INVESTMENTS AND STRATEGIES

In addition to the principal strategies, we also may use the following
investment strategies to try to increase a Fund's returns or protect its assets
if market conditions warrant.

- --------------------------------------------------------------------------------
15
<PAGE>

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HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS

A Fund may also use REPURCHASE AGREEMENTS, where a party agrees to sell a
security to the Fund and then repurchase it at an agreed-upon price at a stated
time. This creates a fixed return for the Fund and is, in effect, a loan by the
Fund.

DOLLAR ROLLS

Prudential Bond Market Index Fund may use DOLLAR ROLLS as part of its investment
strategy. When the Fund enters into a dollar roll, it sells securities to be
delivered in the current month and repurchases substantially similar (same type
and coupon) securities to be delivered on a specified future date by the same
party. The Fund is paid the difference between the current sales price and the
forward price for the future purchase and the interest earned on the cash
proceeds of the initial sale.

MONEY MARKET INSTRUMENTS

The Funds also may temporarily hold cash or invest in high-quality foreign or
domestic money market instruments pending investment of proceeds from new sales
of Fund shares or to meet ordinary daily cash needs, subject to the policy of
normally investing at least 80% of each Fund's assets in securities included in
the applicable index.

DERIVATIVE STRATEGIES

We may use various DERIVATIVE STRATEGIES to try to improve a Fund's returns or
protect its assets. We cannot guarantee that these strategies will work, that
the instruments necessary to implement these strategies will be available or
that a Fund will not lose money. Derivatives--such as futures on equity or debt
securities or indexes, options on securities, securities indexes or currencies,
and options on futures--involve costs and can be volatile. Options, futures
contracts and options on futures contracts are used, if at all, primarily to
invest uncommitted cash balances, to maintain liquidity to meet redemptions, to
facilitate tracking, to reduce transaction costs or to hedge a Fund's portfolio.
We may use derivatives to try to reduce risk or to increase return consistent
with a Fund's overall investment objective. The investment adviser will consider
other factors (such as cost) in deciding whether to employ any particular
strategy or use any particular instrument. Any derivatives we use may not match
the Fund's underlying holdings.

- --------------------------------------------------------------------------------
16 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

OPTIONS. The Funds may purchase and sell put and call options on securities and
securities indexes traded on U.S. or foreign securities exchanges, on NASDAQ or
in the over-the-counter market. Prudential Europe Index Fund and Prudential
Pacific Index Fund also may purchase and sell put and call options on
currencies. An OPTION is the right to buy or sell securities in exchange for a
premium. The Funds will sell only covered options.

FUTURES CONTRACTS AND RELATED OPTIONS

FOREIGN CURRENCY FORWARD CONTRACTS. Each Fund may purchase and sell futures
contracts and related options on securities indexes. A FUTURES CONTRACT is an
agreement to buy or sell a set quantity of an underlying product at a future
date, or to make or receive a cash payment based on the value of a securities
index. Prudential Europe Index Fund and Prudential Pacific Index Fund also may
enter into foreign currency forward contracts to protect the value of their
assets against future changes in the level of foreign exchange rates. A FOREIGN
CURRENCY FORWARD CONTRACT is an obligation to buy or sell a given currency on a
future date at a set price.

For more information about these strategies, see the SAI, "Description of
the Funds, Their Investments and Risks--Risk Management and Return Enhancement
Strategies."

ADDITIONAL STRATEGIES

Each Fund also follows certain policies when it BORROWS MONEY (each Fund can
borrow up to 20% of the value of its total assets); LENDS ITS SECURITIES to
others (each Fund can lend up to 30% of the value of its total assets, including
collateral received in the transaction); and HOLDS ILLIQUID SECURITIES (each
Fund may hold up to 15% of its net assets in illiquid securities, including
securities with legal or contractual restrictions, those without a readily
available market, and repurchase agreements with maturities longer than seven
days). The Funds are subject to certain investment restrictions that are
fundamental policies, which means they cannot be changed without shareholder
approval. For more information about these restrictions, see the SAI.

PORTFOLIO TURNOVER

As a result of the strategies described above, Prudential Bond Market Index Fund
may have an annual portfolio turnover rate of over 100%. Portfolio turnover is
generally the percentage found by dividing the lesser of portfolio purchases or
sales by the monthly average value of the portfolio. High portfolio turnover
(100% or more) results in higher brokerage commissions and other transaction
costs and can affect the Fund's performance. It also can result in a greater
amount of distributions as ordinary income rather than long-term capital gains.

- --------------------------------------------------------------------------------
17
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

INVESTMENT RISKS

As noted, all investments involve risk, and investing in a Fund is no exception.
This chart outlines the key risks and potential rewards of each Fund's principal
investments and certain other non-principal investments a Fund may make. See,
too, "Description of the Funds, Their Investments and Risks" in the SAI.

<TABLE>
<CAPTION>
- ---------------
INVESTMENT TYPE
% OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

COMMON STOCKS o Individual stocks could lose value o Historically, stocks have outperformed

PRUDENTIAL EUROPE INDEX FUND o The equity markets could go down, other investments over the long term
resulting in a decline in value of a
PRUDENTIAL PACIFIC INDEX FUND Fund's investments o Generally, economic growth means higher
PRUDENTIAL SMALL-CAP INDEX FUND corporate profits, which leads to an
o Changes in economic or political increase in stock prices, known as
conditions, both domestic and capital appreciation
AT LEAST 80% international, may result in a decline
in value of a Fund's investments
- ------------------------------------------------------------------------------------------------------------------------------------
SMALL-CAPITALIZATION STOCKS o Stocks of small companies are more o Highly successful smaller companies can
PRUDENTIAL SMALL-CAP INDEX FUND volatile and may decline more than outperform larger ones
those in the S&P 500 Index

o Small companies are more likely to
AT LEAST 80% reinvest earnings and not pay
dividends

o Changes in interest rates may affect
the securities of small companies more
than the securities of larger
companies
- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES o Foreign markets, economies and o Investors can participate in foreign
political systems may not be as stable markets and companies operating in those
PRUDENTIAL EUROPE INDEX FUND as in the U.S. markets
PRUDENTIAL PACIFIC INDEX FUND
o May be less liquid than U.S. stocks o Opportunities for diversification
AT LEAST 80% and bonds
o Changing value of foreign currencies
o Currency risk--changing values of
foreign currencies can cause losses

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

- --------------------------------------------------------------------------------
18 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------
INVESTMENT TYPE (CONT'D)
% OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

FOREIGN SECURITIES (CONT'D) o Differences in foreign laws,
accounting standards, public
information, custody and settlement
practices provide less reliable
information on foreign investments and
involve more risk

o Year 2000 conversion may be more of a
problem for some foreign issuers
- ------------------------------------------------------------------------------------------------------------------------------------
FIXED-INCOME OBLIGATIONS o The Fund's share price, yield and o Bonds have generally outperformed money
total return will fluctuate in market instruments over the long term,
PRUDENTIAL BOND MARKET response to bond market movements with less risk than stocks
INDEX FUND
o Credit risk--the risk that the default o Most bonds will rise in value when
of an issuer would leave the Fund with interest rates fall
AT LEAST 80% unpaid interest or principal. The
lower a bond's quality, the higher its o Regular interest income
potential volatility
o High-quality debt obligations are
o Market risk--the risk that the market generally more secure than stocks since
value of an investment may move up or companies must pay their debts before
down, sometimes rapidly or they pay dividends
unpredictably. Market risk may affect
an industry, a sector, or the market o Investment-grade bonds have a lower risk
as a whole of default than junk bonds

o Interest rate risk--the risk that the o Bonds with longer maturity dates
value of most bonds will fall when typically have higher yields
interest rates rise; the longer a
bond's maturity and the lower its o Intermediate-term securities may be less
credit quality, the more its value susceptible to loss of principal than
typically falls. It can lead to price longer-term securities
volatility
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
19
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

FIXED-INCOME OBLIGATIONS (CONT'D) o Prepayment risk--for mortgage-related o For mortgage-related securities, may
securities, the risk that the benefit from security interest in real
underlying mortgage may be prepaid estate collateral
partially or completely, generally
during periods of falling interest o Pass-through instruments provide greater
rates, which could adversely affect diversification than direct ownership of
yield to maturity and could require loans
the Fund to reinvest in lower-yielding
securities
- ------------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES o Derivatives such as futures, options o Hedges that correlate well with an
and foreign currency forward contracts underlying position can reduce or
ALL FUNDS that are used for hedging purposes may eliminate investment income or capital
not fully offset the underlying gains at low cost
PERCENTAGE VARIES positions and this could result in
losses to a Fund that would not have o A Fund could make money and protect
otherwise occurred against losses if the investment
analysis proves correct
o Derivatives used for risk management
may not have the intended effects and o Derivatives that involve leverage could
may result in losses or missed generate substantial gains at low cost
opportunities
o One way to manage a Fund's risk/return
o The other party to a derivatives balance is to lock in the value of an
contract could default investment ahead of time

o Derivatives that involve leverage
could magnify losses

o Certain types of derivatives involve
costs to a Fund that can reduce
returns

- ------------------------------------------------------------------------------------------------------------------------------------
DOLLAR ROLLS o May magnify underlying investment o May magnify underlying investment gains
losses
PRUDENTIAL BOND MARKET
INDEX FUND o Investment costs may exceed potential
underlying investment gains
UP TO 20%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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20 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS INVEST
- --------------------------------------------------------------------------------

U.S. GOVERNMENT SECURITIES o Not all are insured or guaranteed by o Regular interest income
the U.S. government, but only by the
PRUDENTIAL EUROPE INDEX FUND issuing agency o The U.S. government guarantees interest
PRUDENTIAL PACIFIC INDEX FUND and principal payments on certain
PRUDENTIAL SMALL-CAP o Limits potential for capital securities
INDEX FUND appreciation
o Generally more secure than lower-quality
UP TO 20% o Interest rate risk-- the value of most debt securities and equity securities
debt securities will fall when
PRUDENTIAL BOND MARKET interest rates rise o May preserve a Fund's assets
INDEX FUND
o Market risk--the risk that instruments
PERCENTAGE VARIES may lose value in the market because
interest rates change or there is a
lack of confidence in a group of
borrowers
- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES o May be difficult to value precisely o May offer a more attractive yield or
potential for growth than more widely
ALL FUNDS o May be difficult to sell at the time traded securities
or price desired
UP TO 15% OF NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS o Limits potential for capital o May preserve a Fund's assets
appreciation
ALL FUNDS
o See credit risk
UP TO 20%
o See market risk
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
21
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS ARE MANAGED
- --------------------------------------------------------------------------------

BOARD OF TRUSTEES

The Board of Trustees oversees the actions of the Manager, Investment Adviser
and Distributor and decides on general policies. The Board also oversees the
Company's officers, who conduct and supervise the daily business operations of
the Funds.

The Board of Trustees may terminate a Fund upon prior notice if the Fund
fails to gather sufficient assets or otherwise.

MANAGER

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NJ 07102-4077

Under a management agreement with each Fund, PIFM manages the Funds'
investment operations and administers their business affairs. PIFM also is
responsible for supervising the Funds' investment adviser. For the fiscal year
ended September 30, 1999, the Funds paid PIFM the management fees shown below.

- --------------------------------------------------------------------------------
Annual Management
Fund Fee Paid to PIFM
Prudential Bond Market Index Fund .25%
Prudential Europe Index Fund .40%
Prudential Pacific Index Fund .40%
Prudential Small-Cap Index Fund .30%

PIFM and its predecessors have served as manager or administrator to
investment companies since 1987. As of October 31, 1999, PIFM served as the
manager to all 46 of the Prudential mutual funds, and as manager or
administrator to 22 closed-end investment companies, with aggregate assets of
approximately $72 billion.

INVESTMENT ADVISER

The Prudential Investment Corporation, called Prudential Investments, is the
Funds' investment adviser. Its address is Prudential Plaza, 751 Broad Street,
Newark, NJ 07102 and has served as an investment adviser to investment companies
since 1984. PIFM has responsibility for all investment advisory services,
supervises Prudential Investments and reimburses Prudential Investments for its
reasonable costs and expenses.

- --------------------------------------------------------------------------------
22 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
HOW THE FUNDS ARE MANAGED
- --------------------------------------------------------------------------------

DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS) distributes each Fund's
shares under a Distribution Agreement with the Fund. Under the Distribution
Agreement, PIMS pays the expenses of distributing each Fund's Class Z shares and
provides certain shareholder support services.

YEAR 2000 READINESS DISCLOSURE

The services provided to the Funds and the shareholders by the Manager, the
Distributor, the Transfer Agent and the Custodian depend on the smooth
functioning of their computer systems and those of outside service providers.
Many computer software systems in use today cannot distinguish the year 2000
from the year 1900 because of the way dates are encoded and calculated. Such an
event could have a negative impact on handling securities trades, payments of
interest and dividends, pricing and account services. Although, at this time,
there can be no assurance that there will be no adverse impact on a Fund, the
Manager, the Distributor, the Transfer Agent and the Custodian have advised the
Funds that they have been actively working on necessary changes to their
computer systems to prepare for the year 2000. The Company and its Board
receive, and have received since early 1998, satisfactory quarterly reports from
the principal service providers as to their preparations for year 2000
readiness, although there can be no assurance that the service providers (or
other securities market participants) will successfully complete the necessary
changes in a timely manner or that there will be no adverse impact on a Fund.
Moreover, the Funds at this time have not considered retaining alternative
service providers or directly undertaken efforts to achieve year 2000 readiness,
the latter of which would involve substantial expenses without an assurance of
success.

Additionally, issuers of securities generally, as well as those purchased
by a Fund, may confront year 2000 compliance issues which, if material and not
resolved, could have an adverse impact on securities markets and/or a specific
issuer's performance and could result in a decline in the value of the
securities held by a Fund.

- --------------------------------------------------------------------------------
23
<PAGE>

- --------------------------------------------------------------------------------
FUND DISTRIBUTIONS AND TAX ISSUES
- --------------------------------------------------------------------------------

Investors who buy shares of a Fund should be aware of some important tax issues.
For example, each Fund distributes DIVIDENDS of ordinary income and any realized
net CAPITAL GAINS to shareholders. These distributions are subject to taxes,
unless you hold your shares in a 401(k) plan, an Individual Retirement Account
(IRA), or some other qualified tax-deferred plan or account. Dividends and
distributions from a Fund also may be subject to state and local income tax in
the state where you live.

Also, if you sell shares of a Fund for a profit, you may have to pay
capital gains taxes on the amount of your profit, again unless you hold your
shares in a qualified tax-deferred plan or account.

The following briefly discusses some of the important federal tax issues
you should be aware of, but is not meant to be tax advice. For tax advice,
please speak with your tax adviser.

DISTRIBUTIONS

Each Fund distributes DIVIDENDS of any net investment income to
shareholders, typically annually. For example, if a Fund owns ACME Corp. stock
and the stock pays a dividend, the Fund will pay out a portion of this dividend
to its shareholders, assuming the Fund's income is more than its costs and
expenses. The dividends you receive from a Fund will be taxed as ordinary income
whether or not they are reinvested in the Fund.

Each Fund also distributes realized net CAPITAL GAINS to
shareholders--typically once a year. Capital gains are generated when a Fund
sells its assets for a profit. For example, if a Fund bought ACME Corp. stock
for a total of $1,000 and more than one year later sold the shares for a total
of $1,500, the Fund has net long-term capital gains of $500, which it will pass
on to shareholders (assuming the Fund's total gains are greater than any losses
it may have). Capital gains are taxed depending on how long a Fund holds the
security--if a security is held more than one year before it is sold, LONG-TERM
capital gains are taxed at the rate of 20%, but if the security is held one year
or less, SHORT-TERM capital gains are taxed at ordinary income rates of up to
39.6%. Different rates apply to corporate shareholders.

For your convenience, a Fund's distributions of dividends and capital
gains are AUTOMATICALLY REINVESTED in the Fund without any sales charge. If you
ask us to pay the distributions in cash, we will send you a check if your
account is with the Transfer Agent. Otherwise, if your account is with a broker,
you will receive a credit to your account. Either way, the distributions may be
subject to taxes, unless your shares are held in a qualified tax-deferred plan
or account.

- --------------------------------------------------------------------------------
24 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
FUND DISTRIBUTIONS AND TAX ISSUES
- --------------------------------------------------------------------------------

For more information about automatic reinvestment and other shareholder
services, see "Step 4: Additional Shareholder Services" in the next section.

TAX ISSUES

FORM 1099

Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own shares
of a Fund as part of a qualified tax-deferred plan or account, your taxes are
deferred, so you will not receive a Form 1099. However, you will receive a Form
1099 when you take any distributions from your qualified tax-deferred plan or
account.

Fund distributions are generally taxable to you in the calendar year they
are received, except when we declare certain dividends in the fourth quarter and
actually pay them in January of the following year. In such cases, the dividends
are treated as if they were paid on December 31 of the prior year. Corporate
shareholders are eligible for the 70% dividends-received deduction for certain
dividends.

WITHHOLDING TAXES

If federal tax law requires you to provide a Fund with your tax identification
number and certifications as to your tax status, and you fail to do this, or if
you are otherwise subject to backup withholding, we will withhold and pay to the
U.S. Treasury 31% of your distributions and sale proceeds. Dividends of net
investment income and short-term capital gains paid to a nonresident foreign
shareholder generally will be subject to a U.S. withholding tax of 30%. This
rate may be lower, depending on any tax treaty the U.S. may have with the
shareholder's country.

IF YOU PURCHASE JUST BEFORE RECORD DATE

If you buy shares of a Fund just before the record date (the date that
determines who receives the distribution), that distribution will be paid to
you. As explained above, the distribution may be subject to income or capital
gains taxes. You may think you've done well since you bought shares one day and
soon thereafter received a distribution. That is not so because when dividends
are paid out, the value of each share of a Fund decreases by the amount of the
dividend to reflect the payout although this may not be apparent because the
value of each share of the Fund also will be affected by the market changes, if
any. The distribution you receive makes up for the decrease in

- --------------------------------------------------------------------------------
25
<PAGE>

- --------------------------------------------------------------------------------
FUND DISTRIBUTIONS AND TAX ISSUES
- --------------------------------------------------------------------------------

share value. However, the timing of your purchase does mean that part of your
investment came back to you as taxable income.

QUALIFIED OR TAX-DEFERRED RETIREMENT PLANS

Retirement plans and accounts allow you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible, although distributions from these plans generally are taxable. In
the case of Roth IRA accounts, contributions are not tax deductible, but
distributions from the plan may be tax free. Please contact your financial
adviser for information on a variety of Prudential mutual funds that are
suitable for retirement plans offered by Prudential.

- --------------------------------------------------------------------------------
+ $ CAPITAL GAIN
(taxes owed)
RECEIPTS
FROM SALE [GRAPHIC OMITTED] OR

- $ CAPITAL LOSS
(offset against gain)
- --------------------------------------------------------------------------------

IF YOU SELL OR EXCHANGE YOUR SHARES

If you sell any shares of a Fund for a profit, you have REALIZED A CAPITAL GAIN,
which is subject to tax, unless you hold shares in a qualified tax-deferred plan
or account. The amount of tax you pay depends on how long you owned your shares.
If you sell shares of a Fund for a loss, you may have a capital loss, which you
may use to offset certain capital gains you have.

If you sell shares and realize a loss, you will not be permitted to use
the loss to the extent you replace the shares (including pursuant to the
reinvestment of a dividend) within a 61-day period (beginning 30 days before the
sale of the shares).

Exchanging your shares of a Fund for the shares of another Prudential
mutual fund is considered a sale for tax purposes. In other words, it's a
"taxable event." Therefore, if the shares you exchanged have increased in value
since you purchased them, you have capital gains, which are subject to the taxes
described above.

Any gain or loss you may have from selling or exchanging Fund shares will
not be reported on Form 1099; however, proceeds from the sale or exchange will
be reported on Form 1099-B. Therefore, unless you hold your shares in a
qualified tax-deferred plan or account, you or your financial adviser should
keep track of the dates on which you buy and sell--or exchange--Fund shares, as
well as the amount of any gain or loss on each transaction. For tax advice,
please see your tax adviser.

- --------------------------------------------------------------------------------
26 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

HOW TO BUY, SELL AND
- --------------------------------------------------------------------------------
EXCHANGE SHARES OF THE FUNDS
- --------------------------------------------------------------------------------

HOW TO BUY SHARES

STEP 1: OPEN AN ACCOUNT

If you don't have an account with us or a securities firm that is permitted to
buy or sell shares of the Fund for you, call Prudential Mutual Fund Services LLC
(PMFS) at (800) 225-1852 or contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: INVESTMENT SERVICES
P.O. BOX 15020
NEW BRUNSWICK, NJ 08906-5020

To purchase by wire, call the number above to obtain an application. After
PMFS receives your completed application, you will receive an account number.
For additional information about purchasing shares of a Fund, see the back cover
page of this prospectus. We have the right to reject any purchase order
(including an exchange into a Fund) or suspend or modify a Fund's sale of its
shares.

STEP 2: CLASS Z SHARES

Class Z shares of each Fund are available only to a limited group of investors.

- --------------------------------------------------------------------------------
CLASS Z

Maximum purchase amount None

Minimum amount for subsequent purchases None

Maximum initial sales charge None

Contingent Deferred Sales Charge (CDSC) None

Annual distribution and service (12b-1) fees None

- --------------------------------------------------------------------------------
27
<PAGE>

QUALIFYING FOR CLASS Z SHARES

BENEFIT PLANS. Certain group retirement plans may purchase Class Z shares if
they meet the required minimum for amount of assets, average account balance or
number of eligible employees. For more information about these requirements,
call Prudential at (800) 353-2847.

MUTUAL FUND PROGRAMS. Class Z shares also can be purchased by participants in
any fee-based program or trust program sponsored by Prudential or an affiliate
that includes the Funds as an available option. Class Z shares also can be
purchased by investors in certain programs sponsored by broker-dealers,
investment advisers and financial planners who have agreements with Prudential
Investments Advisory Group relating to:

o Mutual fund "wrap" or asset allocation programs where the sponsor
places Fund trades, links its clients' accounts to a master account
in the sponsor's name and charges its clients a management,
consulting or other fee for its services, or

o Mutual fund "supermarket" programs where the sponsor links its
clients' accounts to a master account in the sponsor's name and the
sponsor charges a fee for its services.

OTHER TYPES OF INVESTORS. Class Z shares also can be purchased by any of the
following:

o Investors who purchase $1 million or more of shares (or who already
own $1 million of shares of other Prudential mutual funds),

o Certain participants in the MEDLEY Program (group variable annuity
contracts) sponsored by Prudential for whom Class Z shares of the
Prudential mutual funds are an available option,

o Current and former Directors/Trustees of the Prudential mutual funds
(including the Company), and

o Prudential, with an investment of $10 million or more.

In connection with the sale of shares, the Manager, the Distributor or one
of their affiliates may pay brokers, financial advisers and other persons a
finder's fee for Class Z shares from their own resources based on a percentage
of the net asset value of shares sold or otherwise.

- --------------------------------------------------------------------------------
28 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY

The price you pay for each share of a Fund is based on the share value. The
share value of a mutual fund--known as the NET ASSET VALUE or NAV--is determined
by a simple calculation: it's the total value of the Fund (assets minus
liabilities) divided by the total number of shares outstanding. For example, if
the value of the investments held by Fund XYZ (minus its liabilities) is $1,000
and there are 100 shares of Fund XYZ owned by shareholders, the price of one
share of the fund--or the NAV--is $10 ($1,000 divided by 100). Portfolio
securities are valued based upon market quotations or, if not readily available,
at fair value as determined in good faith under procedures established by the
Company's Board. Most national newspapers report the NAVs of most mutual funds,
which allows investors to check the price of mutual funds daily.

We determine the NAV of our shares once each business day at 4:15 p.m. New
York Time on days that the New York Stock Exchange (NYSE) is open for trading.
The NYSE is closed on national holidays and Good Friday. Because Prudential
Europe Index Fund and Prudential Pacific Index Fund invest in foreign
securities, their NAV can change on days when you cannot buy or sell shares. We
do not determine the NAV on days when we have not received any orders to
purchase, sell or exchange Fund shares, or when changes in the value of a Fund's
portfolio do not materially affect the NAV.

- --------------------------------------------------------------------------------
MUTUAL FUND SHARES

The NAV of mutual fund shares changes every day because the value of a fund's
portfolio changes constantly. For example, if Fund XYZ holds ACME Corp. stock in
its portfolio and the price of ACME stock goes up while the value of the fund's
other holdings remains the same and expenses don't change, the NAV of Fund XYZ
will increase.
- --------------------------------------------------------------------------------

WHAT PRICE WILL YOU PAY FOR SHARES OF A FUND?

You will pay the NAV next determined after we receive your order to purchase.
Your broker may charge you a separate or additional fee for purchases of shares.

STEP 4: ADDITIONAL SHAREHOLDER SERVICES

As a Fund shareholder, you can take advantage of the following services and
privileges:

AUTOMATIC REINVESTMENT. As we explained in the "Fund Distributions and Tax
Issues" section, each Fund pays out--or distributes--its net investment income

- --------------------------------------------------------------------------------
29
<PAGE>

and capital gains to all shareholders. For your convenience, we will
automatically reinvest your distributions in your Fund at NAV. If you want your
distributions paid in cash, you can indicate this preference on your
application, notify your broker or notify the Transfer Agent in writing (at the
address below) at least five business days before the date we determine who
receives dividends.

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: ACCOUNT MAINTENANCE
P.O. BOX 15015
NEW BRUNSWICK, NJ 08906-5015

AUTOMATIC INVESTMENT PLAN. You can make regular purchases of a Fund for as
little as $50 by having the funds automatically withdrawn from your bank or
brokerage account at specified intervals.

RETIREMENT PLAN SERVICES. Prudential offers a wide variety of retirement plans
for individuals and institutions, including large and small businesses. For
information on IRAs, including Roth IRAs or SEP-IRAs for a one-person business,
please contact your financial adviser. If you are interested in opening a 401(k)
or other company-sponsored retirement plan (SIMPLES, SEP plans, Keoghs, 403(b)
plans, pension and profit-sharing plans), your financial adviser will help you
determine which retirement plan best meets your needs. Complete instructions
about how to establish and maintain your plan and how to open accounts for you
and your employees will be included in the retirement plan kit you receive in
the mail.

THE PRUTECTOR PROGRAM. Optional group term life insurance--which protects the
value of your Prudential mutual fund investment for your beneficiaries against
market declines--is available to investors who purchase their shares through
Prudential. Eligible investors who apply for PruTector coverage after the
initial 6-month enrollment period will need to provide satisfactory evidence of
insurability. This insurance is subject to other restrictions and is not
available in all states.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available that will
provide you with monthly, quarterly, semi-annual or annual redemption checks.

REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which contain

- --------------------------------------------------------------------------------
30 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

important financial information about a Fund. To reduce Fund expenses, we will
send one annual shareholder report, one semi-annual shareholder report and one
annual prospectus per household, unless you instruct us or your broker
otherwise.

HOW TO SELL YOUR SHARES

You can sell your shares of a Fund for cash (in the form of a check) at any
time, subject to certain restrictions.

When you sell shares of a Fund--also known as redeeming your shares--the
price you will receive will be the NAV next determined after the Transfer Agent,
the Distributor or your broker receives your order to sell. If your broker holds
your shares, your broker must receive your order to sell by 4:15 p.m. New York
Time to process the sale on that day. Otherwise contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: REDEMPTION SERVICES
P.O. BOX 15010
NEW BRUNSWICK, NJ 08906-5010

Generally, we will pay you for the shares that you sell within seven days
after the Transfer Agent, the Distributor or your broker receives your sell
order. If you hold shares through a broker, payment will be credited to your
account. If you are selling shares you recently purchased with a check, we may
delay sending you the proceeds until your check clears, which can take up to 10
days from the purchase date. You can avoid delay if you purchase by wire,
certified check or cashier's check. Your broker may charge you a separate or
additional fee for sales of shares.

RESTRICTIONS ON SALES

There are certain times when you may not be able to sell shares of a Fund, or
when we may delay paying you the proceeds from a sale. This may happen during
unusual market conditions or emergencies when the Fund can't determine the value
of its assets or sell its holdings. For more information, see the SAI,
"Purchase, Redemption and Pricing of Fund Shares--Sale of Shares."

If you are selling more than $100,000 of shares, you want the check sent
to someone or some place that is not in our records or you are a business or a
trust and you hold your shares directly with the Transfer Agent, you will need
to have the signature on your sell order signature guaranteed by an "eligible

- --------------------------------------------------------------------------------
31
<PAGE>

guarantor institution." An "eligible guarantor institution" includes any bank,
broker-dealer or credit union. For more information, see the SAI, "Purchase,
Redemption and Pricing of Fund Shares--Sale of Shares--Signature Guarantee."

REDEMPTION IN KIND

If the sales of a Fund's shares you make during any 90-day period reach the
lesser of $250,000 or 1% of the value of the Fund's net assets, we can then give
you securities from the Fund's portfolio instead of cash. If you want to sell
the securities for cash, you would have to pay the costs charged by a broker.

RETIREMENT PLANS

To sell shares and receive a distribution from your retirement account, call
your broker or the Transfer Agent for a distribution request form. There are
special distribution and income tax withholding requirements for distributions
from retirement plans and you must submit a withholding form with your request
to avoid delay. If your retirement plan account is held for you by your employer
or plan trustee, you must arrange for the distribution request to be signed and
sent by the plan administrator or trustee. For additional information, see the
SAI.

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares of a Fund for Class Z shares in certain other
Prudential mutual funds--as well as certain money market funds--if you satisfy
the minimum investment requirements. For example, you can exchange Class Z
shares of a Fund for Class Z shares of another Prudential mutual fund, but you
can't exchange Class Z shares for Class A, Class B or Class C shares. We may
change the terms of the exchange privilege after giving you 60 days' notice.

If you hold shares through a broker, you must exchange shares through your
broker. Otherwise contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: EXCHANGE PROCESSING
P.O. BOX 15010
NEW BRUNSWICK, NJ 08906-5010

- --------------------------------------------------------------------------------
32 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

Remember, as we explained in the section entitled "Fund Distributions and
Tax Issues--If You Sell or Exchange Your Shares," exchanging shares is
considered a sale for tax purposes. Therefore, if the shares you exchange are
worth more than you paid for them, you may have to pay capital gains tax. For
additional information about exchanging shares, see the SAI, "Shareholder
Investment Account--Exchange Privilege."

FREQUENT TRADING

Frequent trading of Fund shares in response to short-term fluctuations in the
market--also known as "market timing"--may make it very difficult to manage a
Fund's investments. When market timing occurs, a Fund may have to sell portfolio
securities to have the cash necessary to redeem the market timer's shares. This
can happen at a time when it is not advantageous to sell any securities, so the
Fund's performance may be hurt. When large dollar amounts are involved, market
timing can also make it difficult to use long-term investment strategies because
we cannot predict how much cash a Fund will have to invest. When, in our
opinion, such activity would have a disruptive effect on portfolio management,
each Fund reserves the right to refuse purchase orders and exchanges into the
Fund by any person, group or commonly controlled account. The decision may be
based upon dollar amount, volume and frequency of trading. A Fund may notify a
market timer of rejection of an exchange or purchase order after the day the
order is placed. If a Fund allows a market timer to trade Fund shares, it may
require the market timer to enter into a written agreement to follow certain
procedures and limitations.

- --------------------------------------------------------------------------------
33
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights will help you evaluate each Fund's financial
performance. The TOTAL RETURN in each chart represents the rate that a
shareholder earned on an investment in that Fund, assuming reinvestment of all
dividends and other distributions. The information is for the periods indicated.

Review each chart with the financial statements and report of independent
accountants, which appear in the annual report and the SAI and are available
upon request. Additional performance information is contained in the annual
report, which you can receive at no charge.

- --------------------------------------------------------------------------------
34 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

PRUDENTIAL BOND MARKET INDEX FUND

The financial highlights were audited by PricewaterhouseCoopers LLP, independent
accountants, whose report was unqualified.

- ------------------------------------------------------
CLASS Z SHARES (FISCAL PERIODS ENDED 9-30)
PER SHARE OPERATING PERFORMANCE 1999 1998(1)
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.91 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(4) .55 .55
Net realized and unrealized gain (loss)
on investment transactions (.62) .52
TOTAL FROM INVESTMENT OPERATIONS (.07) 1.07
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.53) (.15)
Distributions from net realized gains (.06) (.01)
TOTAL DISTRIBUTIONS (.59) (.16)
NET ASSET VALUE, END OF PERIOD $ 10.25 $ 10.91
TOTAL RETURN(3) (.66)% 10.79%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA 1999 1998(1)
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000) $44,962 $39,790
Average net assets (000) $42,388 $33,637
RATIOS TO AVERAGE NET ASSETS:(4)
Expenses .40% .40%(2)
Net investment income 5.56% 5.68%(2)
Portfolio turnover 313%(5) 33%
- --------------------------------------------------------------------------------
(1) FOR THE PERIOD 10-1-97 (WHEN CLASS Z SHARES WERE FIRST OFFERED) THROUGH
9-30-98.
(2) ANNUALIZED.
(3) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER
DISTRIBUTIONS. IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST
DAY AND SOLD ON THE LAST DAY OF EACH PERIOD REPORTED. TOTAL RETURN FOR
PERIODS OF LESS THAN A FULL YEAR IS NOT ANNUALIZED.
(4) NET OF EXPENSE SUBSIDY OF $.02 AND $.05 PER SHARE, RESPECTIVELY.
(5) INCLUDES DOLLAR ROLLS.

- --------------------------------------------------------------------------------
35
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

PRUDENTIAL EUROPE INDEX FUND

The financial highlights were audited by PricewaterhouseCoopers LLP, independent
accountants, whose report was unqualified.

- ------------------------------------------------------
CLASS Z SHARES (FISCAL PERIODS ENDED 9-30)
PER SHARE OPERATING PERFORMANCE 1999 1998(1)
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.64 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2) .17 .18
Net realized and unrealized gain
on investment and foreign
currency transactions 1.61 .53
TOTAL FROM INVESTMENT OPERATIONS 1.78 .71
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.23) (.07)
Distributions from net
realized gains (.03) --
TOTAL DISTRIBUTIONS (.26) (.07)
NET ASSET VALUE, END OF PERIOD $ 12.16 $ 10.64
TOTAL RETURN(3) 16.86% 7.17%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA 1999 1998(1)
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000) $22,675 $18,026
Average net assets (000) $21,984 $17,728
RATIOS TO AVERAGE NET ASSETS:(2)
Expenses .60% .60%(4)
Net investment income 1.55% 1.64%(4)
Portfolio turnover 4% 4%
- --------------------------------------------------------------------------------
(1) FOR THE PERIOD FROM 10-1-97 (WHEN CLASS Z SHARES WERE FIRST OFFERED)
THROUGH 9-30-98.
(2) NET OF EXPENSE SUBSIDY OF $.12 AND $.21 PER SHARE, RESPECTIVELY.
(3) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER
DISTRIBUTIONS. IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST
DAY AND SOLD ON THE LAST DAY OF EACH PERIOD REPORTED. TOTAL RETURN FOR
PERIODS OF LESS THAN A FULL YEAR IS NOT ANNUALIZED.
(4) ANNUALIZED.

- --------------------------------------------------------------------------------
36 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

PRUDENTIAL PACIFIC INDEX FUND

The financial highlights were audited by PricewaterhouseCoopers LLP, independent
accountants, whose reports were unqualified.

- ------------------------------------------------------
CLASS Z SHARES (FISCAL PERIODS ENDED 9-30)
PER SHARE OPERATING PERFORMANCE 1999 1998 1997(1)
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 6.38 $ 9.88 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2) .05 .06 .02
Net realized and unrealized gain
(loss) on investment and foreign
currency transactions 4.39 (3.55) (0.14)
TOTAL FROM INVESTMENT OPERATIONS 4.44 (3.49) (0.12)
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.06) (.01) --
NET ASSET VALUE, END OF PERIOD $ 10.76 $ 6.38 $ 9.88
TOTAL RETURN(3) 70.48% (35.54)% (1.20)%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997(1)
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000) $36,584 $16,441 $ 24,699
Average net assets (000) $24,660 $19,827 $ 24,802
RATIOS TO AVERAGE NET ASSETS:(2)
Expenses .60% .60% .60%(4)
Net investment income .72% .78% 13.14%(4)
Portfolio turnover 5% 2% 0%
- --------------------------------------------------------------------------------
(1) FOR THE PERIOD FROM 9-24-97 (WHEN CLASS Z SHARES WERE FIRST OFFERED)
THROUGH 9-30-97.
(2) NET OF EXPENSE SUBSIDY OF $.07, $.11 AND $.01 PER SHARE, RESPECTIVELY.
(3) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER
DISTRIBUTIONS. IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST
DAY AND SOLD ON THE LAST DAY OF EACH PERIOD REPORTED. TOTAL RETURN FOR
PERIODS OF LESS THAN A FULL YEAR IS NOT ANNUALIZED.
(4) ANNUALIZED.

- --------------------------------------------------------------------------------
37
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

PRUDENTIAL SMALL-CAP INDEX FUND

The financial highlights were audited by PricewaterhouseCoopers LLP, independent
accountants, whose report was unqualified.

- ------------------------------------------------------
CLASS Z SHARES (FISCAL PERIODS ENDED 9-30)
PER SHARE OPERATING PERFORMANCE 1999 1998(1)
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 8.09 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2) .05 .04
Net realized and unrealized gain
(loss) on investments 1.36 (1.94)
TOTAL FROM INVESTMENT OPERATIONS 1.41 (1.90)
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.05) (.01)
Dividends from net realized capital gains (.19) --
TOTAL DISTRIBUTIONS (.24) (.01)
NET ASSET VALUE, END OF PERIOD $ 9.26 $ 8.09
TOTAL RETURN(3) 17.65% (18.98)%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA 1999 1998(1)
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000) $28,670 $20,256
Average net assets (000) $26,722 $22,676
RATIOS TO AVERAGE NET ASSETS:(2)
Expenses .50% .50%(4)
Net investment income .60% .48%(4)
Portfolio turnover 28% 52%
- --------------------------------------------------------------------------------
(1) FOR THE PERIOD FROM 10-1-97 (WHEN CLASS Z SHARES WERE FIRST OFFERED)
THROUGH 9-30-98.
(2) NET OF EXPENSE SUBSIDY OF $.07 AND $.11 PER SHARE, RESPECTIVELY.
(3) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER
DISTRIBUTIONS. IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST
DAY AND SOLD ON THE LAST DAY OF EACH PERIOD REPORTED. TOTAL RETURN FOR
PERIODS OF LESS THAN A FULL YEAR IS NOT ANNUALIZED.
(4) ANNUALIZED.

- --------------------------------------------------------------------------------
38 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

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

[This page has been left blank intentionally.]

- --------------------------------------------------------------------------------
39
<PAGE>

- --------------------------------------------------------------------------------
THE PRUDENTIAL MUTUAL FUND FAMILY
- --------------------------------------------------------------------------------

Prudential offers a broad range of mutual funds designed to meet your individual
needs. For more information about these funds, contact your financial adviser or
call us at (800) 225-1852. Read the prospectus carefully before you invest or
send money.

STOCK FUNDS

PRUDENTIAL DISTRESSED SECURITIES FUND, INC.
PRUDENTIAL EMERGING GROWTH FUND, INC.
PRUDENTIAL EQUITY FUND, INC.
PRUDENTIAL EQUITY INCOME FUND
PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL SMALL-CAP INDEX FUND
PRUDENTIAL STOCK INDEX FUND
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
PRUDENTIAL JENNISON GROWTH FUND
PRUDENTIAL JENNISON GROWTH & INCOME FUND
PRUDENTIAL MID-CAP VALUE FUND
PRUDENTIAL REAL ESTATE SECURITIES FUND
PRUDENTIAL SECTOR FUNDS, INC.
PRUDENTIAL FINANCIAL SERVICES FUND
PRUDENTIAL HEALTH SCIENCE FUND
PRUDENTIAL TECHNOLOGY FUND
PRUDENTIAL UTILITY FUND
PRUDENTIAL SMALL-CAP QUANTUM FUND, INC.
PRUDENTIAL SMALL COMPANY VALUE
FUND, INC.
PRUDENTIAL TAX-MANAGED EQUITY FUND
PRUDENTIAL 20/20 FOCUS FUND
NICHOLAS-APPLEGATE FUND, INC.
NICHOLAS-APPLEGATE GROWTH EQUITY FUND
TARGET FUNDS
LARGE CAPITALIZATION GROWTH FUND
LARGE CAPITALIZATION VALUE FUND
SMALL CAPITALIZATION GROWTH FUND
SMALL CAPITALIZATION VALUE FUND

ASSET ALLOCATION/BALANCED FUNDS
PRUDENTIAL BALANCED FUND
PRUDENTIAL DIVERSIFIED FUNDS
CONSERVATIVE GROWTH FUND
MODERATE GROWTH FUND
HIGH GROWTH FUND
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
PRUDENTIAL ACTIVE BALANCED FUND

GLOBAL FUNDS

GLOBAL STOCK FUNDS
PRUDENTIAL DEVELOPING MARKETS FUND
PRUDENTIAL DEVELOPING MARKETS
EQUITY FUND
PRUDENTIAL LATIN AMERICA EQUITY FUND
PRUDENTIAL EUROPE GROWTH FUND, INC.
PRUDENTIAL GLOBAL GENESIS FUND, INC.
PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL EUROPE INDEX FUND
PRUDENTIAL PACIFIC INDEX FUND
PRUDENTIAL NATURAL RESOURCES FUND, INC.
PRUDENTIAL PACIFIC GROWTH FUND, INC.
PRUDENTIAL WORLD FUND, INC.
GLOBAL SERIES
INTERNATIONAL STOCK SERIES
GLOBAL UTILITY FUND, INC.
TARGET FUNDS
INTERNATIONAL EQUITY FUND

GLOBAL BOND FUNDS
PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
PRUDENTIAL INTERNATIONAL BOND FUND, INC.

- --------------------------------------------------------------------------------
40 PRUDENTIAL INDEX SERIES FUND [GRAPHIC OMITTED] (800) 225-1852
<PAGE>

- --------------------------------------------------------------------------------
THE PRUDENTIAL MUTUAL FUND FAMILY
- --------------------------------------------------------------------------------

BOND FUNDS

TAXABLE BOND FUNDS
PRUDENTIAL DIVERSIFIED BOND FUND, INC.
PRUDENTIAL GOVERNMENT INCOME
FUND, INC.
PRUDENTIAL GOVERNMENT SECURITIES TRUST
SHORT-INTERMEDIATE TERM SERIES
PRUDENTIAL HIGH YIELD FUND, INC.
PRUDENTIAL HIGH YIELD TOTAL RETURN
FUND, INC.
PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL BOND MARKET INDEX FUND
PRUDENTIAL STRUCTURED MATURITY FUND, INC.
INCOME PORTFOLIO
TARGET FUNDS
TOTAL RETURN BOND FUND

TAX-EXEMPT BOND FUNDS
PRUDENTIAL CALIFORNIA MUNICIPAL FUND
CALIFORNIA SERIES
CALIFORNIA INCOME SERIES
PRUDENTIAL MUNICIPAL BOND FUND
HIGH INCOME SERIES
INSURED SERIES
PRUDENTIAL MUNICIPAL SERIES FUND
FLORIDA SERIES
MASSACHUSETTS SERIES
NEW JERSEY SERIES
NEW YORK SERIES
NORTH CAROLINA SERIES
OHIO SERIES
PENNSYLVANIA SERIES
PRUDENTIAL NATIONAL MUNICIPALS
FUND, INC.

MONEY MARKET FUNDS

TAXABLE MONEY MARKET FUNDS
CASH ACCUMULATION TRUST
LIQUID ASSETS FUND
NATIONAL MONEY MARKET FUND
PRUDENTIAL GOVERNMENT SECURITIES TRUST
MONEY MARKET SERIES
U.S. TREASURY MONEY MARKET SERIES
PRUDENTIAL SPECIAL MONEY MARKET
FUND, INC.
MONEY MARKET SERIES
PRUDENTIAL MONEYMART ASSETS, INC.

TAX-FREE MONEY MARKET FUNDS
PRUDENTIAL TAX-FREE MONEY FUND, INC.
PRUDENTIAL CALIFORNIA MUNICIPAL FUND
CALIFORNIA MONEY MARKET SERIES
PRUDENTIAL MUNICIPAL SERIES FUND
CONNECTICUT MONEY MARKET SERIES
MASSACHUSETTS MONEY MARKET SERIES
NEW JERSEY MONEY MARKET SERIES
NEW YORK MONEY MARKET SERIES

COMMAND FUNDS
COMMAND MONEY FUND
COMMAND GOVERNMENT FUND
COMMAND TAX-FREE FUND

INSTITUTIONAL MONEY MARKET FUNDS
PRUDENTIAL INSTITUTIONAL LIQUIDITY
PORTFOLIO, INC.
INSTITUTIONAL MONEY MARKET SERIES

- --------------------------------------------------------------------------------
41
<PAGE>

FOR MORE INFORMATION

Please read this prospectus before you invest in a Fund and keep it for future
reference. For information or shareholder questions contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
P.O. BOX 15005
NEW BRUNSWICK, NJ 08906-5005
(800) 225-1852
(732) 417-7555
(if calling from outside the u.s.)

- --------------------------------------------------------------------------------
Outside Brokers Should Contact:

PRUDENTIAL INVESTMENT MANAGEMENT
SERVICES LLC
P.O. BOX 15035
NEW BRUNSWICK, NJ 08906-5035
(800) 778-8769

- --------------------------------------------------------------------------------
Visit Prudential's Web Site At:

HTTP://WWW.PRUDENTIAL.COM

- --------------------------------------------------------------------------------
Additional information about a Fund can be obtained without charge and can be
found in the following documents:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

ANNUAL REPORT

(contains a discussion of the market conditions and investment strategies that
significantly affected a Fund's performance)

SEMI-ANNUAL REPORT

You can also obtain copies of Fund documents from the Securities and Exchange
Commission as follows:

By Mail:

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-0102

By Electronic Request:

[email protected]
(The SEC charges a fee to copy documents.)

In Person:

Public Reference Room in
Washington, DC
(For hours of operation, call 1-202-942-8090.)

Via the Internet:

on the EDGAR database at
http://www.sec.gov

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

CUSIP Quotron
Nos.: Symbols:

Prudential Bond
Market Index Fund
Class Z: 74438C605 --
Prudential Europe
Index Fund
Class Z: 74438C704 --
Prudential Pacific
Index Fund
Class Z: 74438C803 --
Prudential Small-Cap
Index Fund
Class Z: 74438C886 --

Investment Company Act File No.: 811-6677

MF177A

[RECYCLE LOGO] Printed on Recycled Paper
<PAGE>

PRUDENTIAL BOND MARKET INDEX FUND
PRUDENTIAL EUROPE INDEX FUND
PRUDENTIAL PACIFIC INDEX FUND
PRUDENTIAL SMALL-CAP INDEX FUND
PRUDENTIAL STOCK INDEX FUND

Statement of Additional Information
dated November 18, 1999, as supplemented on December 17, 1999

Prudential Bond Market Index Fund, Prudential Europe Index Fund,
Prudential Pacific Index Fund, Prudential Small-Cap Index Fund and Prudential
Stock Index Fund (each a Fund and collectively, the Funds) are each a series of
Prudential Index Series Fund (the Company).

The investment objective of Prudential Bond Market Index Fund is to
provide investment results that correspond to the total return performance of a
broad-based index of fixed-income securities. The Prudential Bond Market Index
Fund currently uses the Lehman Brothers Aggregate Bond Index for that purpose.

The investment objective of Prudential Europe Index Fund is to provide
investment results that correspond to the price and yield performance of a
broad-based index of securities of European issuers. The Prudential Europe Index
Fund currently uses the Morgan Stanley Capital International Europe Index for
that purpose.

The investment objective of Prudential Pacific Index Fund is to provide
investment results that correspond to the price and yield performance of a
broad-based index of securities of issuers in the Pacific region. The Prudential
Pacific Index Fund currently uses the Morgan Stanley Capital International
Pacific Free Index for that purpose.

The investment objective of Prudential Small-Cap Index Fund is to provide
investment results that correspond to the price and yield performance of a
broad-based index of small cap stocks. The Prudential Small-Cap Index Fund
currently uses the Standard & Poor's 600 Small Capitalization Stock Index for
that purpose.

The investment objective of Prudential Stock Index Fund is to provide
investment results that correspond to the price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index.

There can be no assurance that a Fund's investment objective will be
achieved. See "Description of the Funds, Their Investments and Risks."

The Company's address is Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 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 Stock Index Fund dated
November 18, 1999, and the Prospectus of Prudential Bond Market Index Fund,
Prudential Europe Index Fund, Prudential Pacific Index Fund and Prudential
Small-Cap Index Fund dated November 18, 1999 (as supplemented on December 17,
1999), copies of which may be obtained from the Company upon request.

TABLE OF CONTENTS
PAGE
----

Company History........................................................... B-2
Description of the Funds, Their Investments and Risks..................... B-2
Investment Restrictions................................................... B-22
Management of the Company................................................. B-23
Control Persons and Principal Holders of Securities....................... B-27
Investment Advisory and Other Services.................................... B-27
Brokerage Allocation and Other Practices.................................. B-31
Capital Shares, Other Securities and Organization......................... B-33
Purchase, Redemption and Pricing of Fund Shares........................... B-34
Shareholder Investment Account............................................ B-42
Net Asset Value........................................................... B-47
Taxes, Dividends and Distributions........................................ B-48
Performance Information................................................... B-51
Financial Statements...................................................... B-53
Report of Independent Accountants--Prudential Bond Market Index Fund...... B-63
Report of Independent Accountants--Prudential Europe Index Fund........... B-79
Report of Independent Accountants--Prudential Pacific Index Fund.......... B-94
Report of Independent Accountants--Prudential Small-Cap Index Fund........ B-111
Report of Independent Accountants--Prudential Stock Index Fund............ B-128
Appendix--Description of Ratings.......................................... A-1
Appendix I--General Investment Information................................ I-1
Appendix II--Historical Performance Data.................................. II-1
Appendix III--Information Relating to Prudential.......................... III-1
Appendix IV--5% Shareholders.............................................. IV-1

MF174B
<PAGE>

COMPANY HISTORY

The Company changed its name from The Prudential Institutional Fund to
Prudential Dryden Fund effective October 30, 1996. In addition, Stock Index Fund
changed its name to Prudential Stock Index Fund at the same time. On February
19, 1997, the Trustees approved the addition of the following four Funds to the
Company: Prudential Bond Market Index Fund, Prudential Europe Index Fund,
Prudential Pacific Index Fund and Prudential Small-Cap Index Fund. The Company
changed its name from Prudential Dryden Fund to Prudential Index Series Fund
effective January 23, 1998.

DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS

(A) CLASSIFICATION. The Company is an open-end, management investment
company offering five diversified Funds.

(B) AND (C) INVESTMENT STRATEGIES, POLICIES AND RISKS. This section
describes each Fund's principal and non-principal strategies and risks. Each
Fund has an investment objective of providing investment results that correspond
to the performance of a specific broad-based index of securities. In seeking to
track a particular index, a mutual fund generally uses one of two methods to
select stocks or bonds in which it invests. Prudential Stock Index Fund intends
to invest at least 80% of its total assets in securities included in the S&P 500
Index. In other words, it holds each stock in its target index in about the same
proportions as represented in the index itself. This is called a "replication"
method.

Other index funds may use a different security selection process. Because
it would be very expensive to buy and sell all of the securities held in certain
indexes, funds tracking these indexes use a "sampling" technique. Using
sophisticated computer programs, the funds select securities that will recreate
their target indexes in terms of industry weightings, market capitalization and
other characteristics. Each of Prudential Bond Market Index Fund, Prudential
Europe Index Fund, Prudential Pacific Index Fund and Prudential Small-Cap Index
Fund uses this method of indexing.

While the principal investment policies and strategies for seeking to
achieve these objectives are described in the Funds' prospectuses, each Fund may
from time to time also use the securities, instruments, policies and strategies
described below in seeking to achieve its objective. A Fund may not be
successful in achieving its objective and you could lose money.

The investment objective of Prudential Stock Index Fund is to provide
investment results that correspond to the price and yield performance of the S&P
500 Index.

The investment objective of Prudential Stock Index Fund is fundamental.
Each other Fund's investment objective and the investment policies (other than
their investment restrictions) of all Funds are not fundamental and so may be
changed by the Board of Trustees (Trustees) without shareholder approval.
However, shareholders would be

B-2
<PAGE>

notified prior to a material change in a Fund's investment objective and
policies. The broad-based indexes used by the Funds (except Prudential Stock
Index Fund) may be changed from time to time at the discretion of the Subadviser
under the supervision of the Trustees.

The Funds are not managed according to traditional methods of "active"
investment management, which involve the buying and selling of securities based
upon economic, financial and market analysis and investment judgment. Instead,
the investment adviser for the Funds, using a "passive" or indexing investment
approach, will attempt to approximate the investment performance of the
respective indexes by holding a portfolio of stocks or bonds selected through
statistical procedures. The Funds are managed without regard to tax
ramifications. Each Fund pursues its objective through the investment policies
described below. While each Fund will seek to achieve its objective, the Funds
will differ with respect to the degree of risk that they involve.

PRUDENTIAL BOND MARKET INDEX FUND

Prudential Bond Market Index Fund seeks to provide investment results that
correspond to the total return performance of a broad-based index of
fixed-income securities. The Prudential Bond Market Index Fund currently uses
the Lehman Brothers Aggregate Bond Index for that purpose. The Lehman Brothers
Aggregate Bond Index is an unmanaged index that measures the total return
(capital change plus income) provided by a universe of fixed-income securities,
weighted by market value.

To achieve its investment objective, Prudential Bond Market Index Fund
will purchase securities that as a group reflect the performance of the Lehman
Brothers Aggregate Bond Index. The Fund intends to hold a representative sample
of the securities that reflect the three major classes of fixed-income
investments in the Lehman Brothers Aggregate Bond Index: U.S. Treasury and
Government agency securities, investment-grade corporate debt obligations and
mortgage-backed securities. The securities included in the Index must be U.S.
dollar-denominated and investment-grade, and have a fixed rate coupon, a
remaining maturity or average life of at least one year and generally have an
outstanding market value of at least $100 million. In addition, from time to
time adjustments may be made in the holdings of the Fund due to factors which
may include changes in the composition of the Lehman Brothers Aggregate Bond
Index. As of September 30, 1999, U.S. Treasury and agency securities comprised
33.9% and 8.7%, respectively, of the Index's total market value, corporate bonds
comprised 20.9%, asset-backed securities comprised 1.3% and mortgage-backed
securities comprised 35.2%.

Prudential Bond Market Index Fund intends to invest at least 80% of its
total assets in the types of securities included in the Lehman Brothers
Aggregate Bond Index in the same proportions as the Index. The Fund may invest
the balance of its assets in: (i) money market instruments; (ii) put and call
options on fixed-income securities and bond indexes; and (iii) bond futures
contracts and options thereon.

If net cash outflows from Prudential Bond Market Index Fund are
anticipated, the Fund may sell securities (in proportion to their weighting in
the Lehman Brothers Aggregate Bond 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 securities needed to
meet the cash requirements. If Prudential Bond Market Index Fund does hold
unhedged 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 Lehman Brothers Aggregate Bond Index.

The Fund is not sponsored, endorsed, sold or promoted by Lehman Brothers
Inc.

MORTGAGE-BACKED 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

B-3
<PAGE>

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 Bond Market Index 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 investment
objective and policies, will consider making investments in those new types of
securities.

The average maturity of pass-through pools of mortgage-backed 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-backed 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-backed securities at a premium,
unscheduled prepayments, which are made at par, will result in a loss equal to
any unamortized premium.

PRUDENTIAL EUROPE INDEX FUND

Prudential Europe Index Fund seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
securities of European issuers. The Prudential Europe Index Fund currently uses
the MSCI Europe Index for that purpose. The MSCI Europe Index is an unmanaged,
diversified, capitalization weighted index currently consisting of the equity
securities of more than 550 companies located in 15 developed European
countries. These countries are: Austria, Belgium, Denmark, Finland, France,
Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden,
Switzerland and the United Kingdom.

To achieve its investment objective, Prudential Europe Index Fund will
purchase the equity securities that as a group reflect the price and yield
performance of the MSCI Europe Index. The Fund intends to invest in a
representative sample of the stocks included in the MSCI Europe Index in
approximately the same proportions as they are represented in that index. In
addition, from time to time adjustments may be made in the holdings of the Fund
due to factors which may include changes in the composition of the MSCI Europe
Index. The United Kingdom, Germany and France dominate the MSCI Europe Index,
with 31%, 14% and 14%, respectively, of the market capitalization of the Index
as of September 30, 1999.

Prudential Europe Index Fund intends to invest at least 80% of its total
assets in securities included in the MSCI Europe Index in the same proportions
as the Index. The Fund may invest the balance of its assets in: (i) money market
instruments; (ii) equity-related securities; (iii) put and call options on
securities, stock indexes and foreign currencies; (iv) foreign currency forward
contracts; and (v) financial futures contracts on stocks, indexes and currencies
and options thereon.

If net cash outflows from Prudential Europe Index Fund are anticipated,
the Fund may sell stocks (in proportion to their weighting in the MSCI Europe
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. If
Prudential Europe Index Fund does hold unhedged short-term investments as a
result of the

B-4
<PAGE>

patterns of cash flows to and from the Fund, such holdings may cause its
performance to differ from that of the MSCI Europe Index.

The Fund is not sponsored, endorsed, sold or promoted by Morgan Stanley &
Co. Incorporated.

PRUDENTIAL PACIFIC INDEX FUND

Prudential Pacific Index Fund seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
securities of issuers in the Pacific region. The Prudential Pacific Index Fund
currently uses the MSCI Pacific Free Index for that purpose. The MSCI Pacific
Free Index is an unmanaged, diversified, capitalization weighted index currently
consisting of more than 400 equity securities listed on the stock exchanges of
Australia, Japan, Hong Kong, New Zealand and Singapore.

To achieve its investment objective, Prudential Pacific Index Fund will
purchase the equity securities that as a group reflect the price and yield
performance of the MSCI Pacific Free Index. The Fund intends to invest in a
representative sample of the equity securities included in the MSCI Pacific Free
Index in approximately the same proportions as they are represented in the MSCI
Pacific Free Index. In addition, from time to time adjustments may be made in
the holdings of the Fund due to factors which may include changes in the
composition of the MSCI Pacific Free Index. The MSCI Pacific Free Index is
dominated by the Japanese stock market, which represented 83% of the market
capitalization of the Index as of September 30, 1999.

Prudential Pacific Index Fund intends to invest at least 80% of its total
assets in securities included in the MSCI Pacific Free Index in the same
proportions as the Index. The Fund may invest the balance of its assets in: (i)
money market instruments; (ii) equity-related securities; (iii) put and call
options on securities, stock indexes and foreign currencies; (iv) foreign
currency forward contracts; and (v) financial futures contracts on stocks,
indexes and currencies and options thereon.

If net cash outflows from Prudential Pacific Index Fund are anticipated,
the Fund may sell stocks (in proportion to their weighting in the MSCI Pacific
Free 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. If
Prudential Pacific Index Fund does hold unhedged 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 MSCI Pacific Free Index.

The Fund is not sponsored, endorsed, sold or promoted by Morgan Stanley &
Co. Incorporated.

PRUDENTIAL SMALL-CAP INDEX FUND

Prudential Small-Cap Index Fund seeks to provide investment results that
correspond to the price and yield performance of a broad-based index of
small-cap stocks. The Prudential Small-Cap Index Fund currently uses the S&P
SmallCap 600 Index for that purpose. The S&P SmallCap 600 Index is an unmanaged,
market-value weighted index (stock price times the number of shares outstanding)
of 600 smaller company U.S. common stocks that cover all industry sectors.
Inclusion in the S&P SmallCap 600 Index in no way implies an opinion by Standard
& Poor's Corporation (S&P) as to a stock's attractiveness as an investment. The
S&P SmallCap 600 Index currently measures the performance of selected U.S.
stocks with a market value of no greater than $3.01 billion (as of September 30,
1999). "S&P 600(R)," "Standard & Poor's 600" and "600" are trademarks of
McGraw-Hill, Inc. and have been licensed for use by The Prudential Insurance
Company of America (Prudential) and its affiliates and subsidiaries. Prudential
Small-Cap Index Fund is not sponsored, endorsed, sold or promoted by S&P and S&P
makes no representation regarding the advisability of investing in the Fund.

To achieve its investment objective, Prudential Small-Cap Index Fund will
purchase equity securities that as a group reflect the price and yield
performance of the S&P SmallCap 600 Index. The Fund intends to purchase a
representative sample of the 600 stocks included in the S&P SmallCap 600 Index
in approximately the same proportions as they are represented in the S&P
SmallCap 600 Index. In addition, from time to time adjustments may be made in
the holdings of the Fund due to factors which may include changes in the
composition of the S&P SmallCap 600 Index or receipt of distributions of
securities of companies spun off from S&P 600 companies.

B-5
<PAGE>

Prudential Small-Cap Index Fund intends to invest at least 80% of its
total assets in securities included in the S&P SmallCap 600 Index in the same
proportions as the Index. The Fund may invest the balance of its assets in: (i)
equity-related securities; (ii) money market instruments, including obligations
issued or guaranteed by the U.S. Government, its agencies and instrumentalities;
(iii) put and call options on securities and stock indexes; and (iv) stock index
futures contracts and options thereon.

If net cash outflows from Prudential Small-Cap Index Fund are anticipated,
the Fund may sell stocks (in proportion to their weighting in the S&P SmallCap
600 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. If
Prudential Small-Cap Index Fund does hold unhedged 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 SmallCap 600 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
SMALLCAP 600 INDEX TO TRACK GENERAL STOCK MARKET PERFORMANCE. S&P'S ONLY
RELATIONSHIP TO PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (THE MANAGER) AND ITS
AFFILIATES IS THE LICENSING OF CERTAIN TRADEMARKS AND TRADE NAMES OF S&P AND OF
THE S&P SMALLCAP 600 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 SMALLCAP 600 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
SMALLCAP 600 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 THE MANAGER,
SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P SMALLCAP 600
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 SMALLCAP 600 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.

PRUDENTIAL STOCK INDEX FUND

Prudential Stock Index Fund seeks to provide investment results that
correspond to the price and yield performance of the S&P 500 Index. The S&P 500
Index is an unmanaged, market-weighted index of 500 stocks selected by 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 80% 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. "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)",
"Standard & Poor's 500", and "500" are trademarks of McGraw-Hill, Inc. and have
been licensed for use by Prudential and its affiliates and subsidiaries.
Prudential Stock Index Fund is not sponsored, endorsed, sold or promoted by S&P
and S&P makes no representation regarding the advisability of investing in the
Fund.

To achieve its investment objective, Prudential Stock Index Fund intends
to replicate the S&P 500 Index by holding all of the securities in approximately
the same proportions as they are represented in the S&P 500 Index. In addition,
from time to time adjustments may be made in the Fund's holdings due to factors
which may include

B-6
<PAGE>

changes in the composition of the S&P 500 Index or receipt of distributions of
securities of companies spun off from S&P 500 companies.

Prudential Stock Index Fund intends that at least 80% of its total assets
will be invested in securities included in the S&P 500 Index in the same
proportions as that of the Index. The Fund may invest the balance of its assets
in: (i) 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 indexes; and (iv) futures contracts on stock indexes and
options thereon.

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. If Prudential Stock
Index Fund does hold unhedged 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 THE
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 THE 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 EACH FUND

Prudential Stock Index Fund attempts to replicate the S&P 500 Index. The
other Funds may not hold all of the issues that comprise their respective
indexes because of the costs involved and the illiquidity of many of the
securities. Instead, each Fund (except Prudential Stock Index Fund) will attempt
to hold a representative sample of the securities in its respective index, which
will be selected utilizing a statistical technique known as "sampling." Under
this technique, each stock is considered for inclusion in the portfolio based on
its contribution to certain country, capitalization, industry and fundamental
investment characteristics. Each applicable Fund's portfolio is

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<PAGE>

constructed so that, in the aggregate, the country, capitalization, industry and
fundamental investment characteristics resemble those of its respective index.
Over time, portfolio composition is altered (or "rebalanced") to reflect changes
in the characteristics of the indexes.

Due to the use of this "sampling" or "portfolio optimization" technique,
the Funds' portfolios (other than the portfolio of Prudential Stock Index Fund)
are not expected to track their benchmark indexes with the same degree of
accuracy as large capitalization domestic index funds. Each Fund will attempt to
achieve a correlation between its performance and that of its respective index
of at least 0.95. A correlation of 1.00 would indicate perfect correlation,
which would be achieved when a Fund's net asset value, including the value of
its dividends and capital gains distributions, increases or decreases in exact
proportion to changes in its respective index. The investment adviser will, of
course, attempt to minimize any tracking differential (that is, the statistical
measure of the difference between the investment results of a Fund and that of
its respective index). Tracking will be monitored at least on a monthly basis.
All tracking maintenance activities will be reviewed regularly to determine
whether any changes in policies or techniques are necessary. However, in
addition to potential tracking differences, brokerage and other transaction
costs, as well as other expenses, may cause a Fund's return to be lower than the
return of its respective index. Consequently, there can be no assurance as to
how closely a Fund's performance will correspond to the performance of its
respective index.

The Funds will not invest in money market instruments, futures contracts,
options or warrants as part of a temporary defensive strategy, such as reducing
a Fund's investments in common stocks to protect against potential stock market
declines, except that Prudential Stock Index Fund has the ability to invest up
to 20% of total assets in temporary defensive investments, but it has no current
intention of doing so. The Funds intend to remain fully invested, to the extent
practicable, in a pool of securities which will approximate the investment
characteristics of their respective indexes. Options, futures contracts and
options on futures contracts are used, if at all, primarily to invest
uncommitted cash balances, to maintain liquidity to meet redemptions, to
facilitate tracking, to reduce transaction costs or to hedge a Fund's portfolio.
Prudential Europe Index Fund and Prudential Pacific Index Fund also may enter
into foreign currency forward contracts in order to maintain the same currency
exposure as their respective indexes, but not as part of a defensive strategy to
protect against fluctuations in exchange rates.

In order to invest uncommitted cash balances, maintain liquidity to meet
redemptions, or for incidental return enhancement purposes, the Funds also may
(i) enter into repurchase agreements, when-issued, delayed delivery and forward
commitment transactions; and (ii) lend their portfolio securities.

EQUITY AND EQUITY-RELATED SECURITIES

Each Fund other than Prudential Bond Market Index Fund invests primarily
in equity securities, and the value of these Funds' investments will go up and
down with the performance of the stocks in the applicable index. Investment by
Prudential Small-Cap Index Fund in small companies involves greater risk than is
customarily associated with more established companies. These companies often
have sales and earnings growth rates which exceed those of large companies;
however, smaller companies often have limited operating histories, product
lines, markets or financial resources, and may lack management depth. These
companies may be subject to intense competition from larger entities, and the
securities of these companies may have limited marketability and may be subject
to more abrupt or erratic movements in price than securities of larger companies
or the market averages in general.

The Funds other than Prudential Bond Market Index Fund may invest in
equity-related securities. Equity-related securities include common stocks,
preferred stocks, securities convertible or exchangeable for common stocks or
preferred stocks, equity investments in partnerships, joint ventures, other
forms of non-corporate investments, American Depositary Receipts (ADRs),
American Depositary Shares (ADSs) and warrants and rights exercisable for equity
securities.

ADRs and ADSs are U.S. dollar-denominated certificates or shares issued by
a United States bank or trust company and represent the right to receive
securities of a foreign issuer deposited in a domestic bank or foreign branch of
a U.S. bank and traded on a U.S. exchange or in an over-the-counter market.
Generally, ADRs are in registered form. There are no fees imposed on the
purchase or sale of ADRs when purchased from the issuing

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bank or trust company in the initial underwriting, although the issuing bank or
trust company may impose charges for the collection of dividends and the
conversion of ADRs into the underlying securities. Investment in ADRs has
certain advantages over direct investment in the underlying foreign securities
since: (i) ADRs are U.S. dollar-denominated investments that are registered
domestically, easily transferable, and for which market quotations are readily
available; and (ii) issuers whose securities are represented by ADRs are usually
subject to comparable auditing, accounting and financial reporting standards as
domestic issuers.

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
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" (that is, its value as a fixed-income security)
or its "conversion value" (that is, its value upon conversion into its
underlying common stock). 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

Each Fund may enter into repurchase agreements whereby the seller of the
security agrees to repurchase that security from the Fund at a mutually
agreed-upon time and price. The repurchase date is usually within a day or two
of the original purchase, although it may extend over a number of months. A
Fund's repurchase agreements will at all times be fully collateralized in an
amount at least equal to the resale price. In the event of a default or
bankruptcy by a seller, the Fund that has entered into the repurchase agreement
will promptly seek to liquidate the collateral. To the extent that the proceeds
from any sale of such collateral upon a default in the obligation to repurchase
are less than the repurchase price, the Fund will suffer a loss. Each Fund may
participate in a joint

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<PAGE>

repurchase account managed by the Manager pursuant to an order of the Securities
and Exchange Commission (Commission).

Each Fund has the authority to enter into reverse repurchase agreements,
dollar rolls and forward rolls. No Fund (except Prudential Bond Market Index
Fund) plans to do so for the foreseeable future. Prudential Bond Market Index
Fund may use dollar rolls as described in its prospectus. The Funds may enter
into reverse repurchase agreements. Each Fund may enter into such agreements
with banks and securities dealers that meet the creditworthiness standards
established by the investment adviser. 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.

FIXED-INCOME SECURITIES

Prudential Bond Market Index Fund will invest primarily in fixed-income
securities including U.S. Treasury obligations and securities issued or
guaranteed by U.S. Government agencies and instrumentalities, investment-grade
corporate debt obligations and mortgage-backed securities.

U.S. Treasury securities, including bills, notes and bonds, are direct
obligations of the U.S. Government and, as such, are backed by the "full faith
and credit" of the United States. They differ primarily in their interest rates
and the lengths of their maturities. Obligations issued or guaranteed by
agencies of the U.S. Government or instrumentalities established or sponsored by
the U.S. Government may or may not be backed by the "full faith and credit" of
the United States.

The Fund may invest in debt securities of U.S. issuers that have
securities outstanding that are rated at the time of purchase at least BBB by
Standard & Poor's Ratings Group (S&P Ratings) or Baa by Moody's Investors
Service, Inc. (Moody's) or comparably rated by a similar nationally recognized
statistical rating organization (NRSRO) or, if not rated, of comparable quality
in the opinion of the investment adviser. Securities rated Baa by Moody's are
considered to be investment grade, although they have speculative
characteristics. Changes in economic or other circumstances are more likely to
lead to a weakened capacity of issuers whose securities are rated BBB or Baa to
pay interest or repay principal than is the case for issuers of higher rated
securities. See "Description of Ratings" in the Appendix.

In general, the ratings of Moody's, S&P Ratings, Duff and Phelps, Inc.
(Duff & Phelps) and other 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 &

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<PAGE>

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.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The Funds may purchase or sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by a Fund with payment and delivery taking
place in the future in order to secure what is considered to be an advantageous
price or yield to the Fund at the time of entering into the transaction. The
Funds' Custodian will segregate cash or other liquid assets having a value equal
to or greater than the Funds' purchase commitments. The securities so purchased
are subject to market fluctuation and no interest accrues to the purchaser
during the period between purchase and settlement. At the time of delivery of
the securities, the value may be more or less than the purchase price and an
increase in the percentage of a Fund's assets committed to the purchase of
securities on a when-issued or delayed delivery basis may increase the
volatility of the Fund's net asset value.

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 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

Each Fund may lend its portfolio securities to brokers or dealers, banks
or other recognized institutional borrowers of securities, provided that the
borrower at all times maintains cash or other liquid assets or secures an
irrevocable letter of credit in favor of the Fund in an amount equal to at least
100%, determined daily, of the market value of the securities loaned which are
segregated pursuant to applicable regulations. During the time portfolio
securities are on loan, the borrower will pay the Fund that has loaned its
portfolio securities an amount equivalent to any dividend or interest paid on
such securities and that Fund may invest the cash collateral and earn additional
income, or it may receive an agreed-upon amount of interest income from the
borrower. As with any extension of credit, there are risks of delay in recovery
and in some cases loss of rights in the collateral should the borrower of the
securities fail financially. As a matter of fundamental policy, a Fund will not
lend more than 30% of the value of its total assets. A Fund may pay reasonable
administration and custodial fees in connection with a loan.

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.

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<PAGE>

BORROWING

Each Fund may borrow up to 20% of the value of its total assets
(calculated when the loan is made) from banks to take advantage of investment
opportunities, for temporary, extraordinary or emergency purposes or for the
clearance of transactions. Each Fund may pledge up to 20% of its total assets to
secure these borrowings. If a Fund's asset coverage for borrowings falls below
300%, the Fund will take prompt action to reduce its borrowings. If a Fund
borrows to invest in securities, any investment gains made on the securities in
excess of interest paid on the borrowing will cause the net asset value of the
shares to rise faster than would otherwise be the case. On the other hand, if
the investment performance of the additional securities purchased fails to cover
their cost (including any interest paid on the money borrowed) to the Fund, the
net asset value of the Fund's shares will decrease faster than would otherwise
be the case. This is the speculative factor known as "leverage."

Each Fund may borrow from time to time, at the 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. No
Fund will purchase portfolio securities when borrowings exceed 5% of the value
of its total assets. 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. A Fund may borrow
through forward rolls, dollar rolls or reverse repurchase agreements, although
no Fund other than Prudential Bond Market Index Fund currently has any intention
of doing so. Prudential Bond Market Index Fund may use dollar rolls as described
below and in its prospectus.

DOLLAR ROLLS

Prudential Bond Market Index Fund may use dollar rolls as part of its
investment strategy. The Fund may enter into dollar rolls in which the Fund
sells securities for delivery in the current month and simultaneously contracts
to repurchase substantially similar (same type and coupon) securities on a
specified future date from the same party. During the roll period, the Fund
forgoes principal and interest paid on the securities. The Fund is compensated
by the difference between the current sales price and the forward price for the
future purchase (often referred to as the "drop") as well as by the interest
earned on the cash proceeds of the initial sale.

Dollar rolls involve the risk that the market value of the securities
retained by the Fund may decline below the price of the securities the Fund has
sold but is obligated to repurchase under the agreement. Dollar rolls are
speculative techniques involving leverage and are considered borrowings by the
Fund, which are limited to 20% of the Fund's total assets. The Fund may cover
dollar rolls by segregating with its Custodian cash or liquid assets equal in
value to its obligations for dollar rolls. Covered rolls (that is, those for
which there is an offsetting cash position or a cash equivalent security
position) are not considered borrowings for the purposes of the 20% limitation.

SECURITIES OF FOREIGN ISSUERS

Prudential Europe Index Fund and Prudential Pacific Index Fund will invest
primarily in equity securities of foreign companies. Prudential Stock Index Fund
may invest 20% of its assets in equity securities of foreign issuers denominated
in U.S. currency. Foreign securities involve certain risks which should be
considered carefully by an investor in these Funds. These risks include
political or economic instability in the country of the issuer, the difficulty
of predicting international trade patterns, the possibility of imposition of
exchange controls and the risk of currency fluctuations. Foreign securities may
be subject to greater fluctuations in price than securities issued by U.S.
corporations or issued or guaranteed by the U.S. Government, its
instrumentalities or agencies. In addition, there may be less publicly available
information about a foreign company than about a domestic company. Foreign
companies generally are not subject to uniform accounting, auditing and
financial reporting standards comparable to those applicable to domestic
companies. There is generally less government regulation of securities
exchanges, brokers and listed companies abroad than in the United States and,
with respect to certain foreign countries, there

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<PAGE>

is a possibility of expropriation, confiscatory taxation or diplomatic
developments which could affect investment in those countries.

If a security is denominated in a foreign currency, it will be affected by
changes in currency exchange rates and in exchange control regulations, and
costs will be incurred in connection with conversions between currencies. A
change in the value of any such currency against the U.S. dollar will result in
a corresponding change in the U.S. dollar value of a Fund's securities
denominated in that currency. Such changes also will affect the Fund's income
and distributions to shareholders. In addition, although Prudential Europe Index
Fund and Prudential Pacific Index Fund will receive income in foreign
currencies, the two Funds will be required to compute and distribute their
income in U.S. dollars. Therefore, if the exchange rate for any such currency
declines after the Funds' income has been accrued and translated into U.S.
dollars, the Funds could be required to liquidate portfolio securities to make
such distributions, particularly in instances in which the amount of income the
Funds are required to distribute is not immediately reduced by the decline in
such currency. Similarly, if an exchange rate declines between the time a Fund
incurs expenses in U.S. dollars and the time such expenses are paid, the amount
of such currency required to be converted into U.S. dollars in order to pay such
expenses in U.S. dollars will be greater than the equivalent amount in any such
currency of such expenses at the time they were incurred. Prudential Europe
Index Fund and Prudential Pacific Index Fund may, but need not, enter into
futures contracts on foreign currencies, foreign currency forward contracts and
options on foreign currencies for hedging purposes, including, locking-in the
U.S. dollar price of the purchase or sale of securities denominated in a foreign
currency; locking-in the U.S. dollar equivalent of interest or dividends to be
paid on such securities which are held by the Fund; and protecting the U.S.
dollar value of such securities which are held by the Fund.

The Funds (other than Prudential Bond Market Index Fund) may invest a
portion of their assets in equity securities of foreign issuers denominated in
U.S. currency. ADRs and ADSs are not deemed to be foreign securities.

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.

Brokerage commission rates in foreign countries 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.

RISK FACTORS AND SPECIAL CONSIDERATIONS OF INVESTING IN EURO-DENOMINATED
SECURITIES. On January 1, 1999, 11 of the 15 member states of the European
Monetary Union introduced the "euro" as a common currency. During a three-year
transitional period, the euro will coexist with each participating state's
currency and, on July 1, 2002, the euro is expected to become the sole currency
of the participating states. During the transition period, each Fund will treat
the euro as a separate currency from that of any participating state.

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<PAGE>

The conversion may adversely effect a Fund if the euro does not take
effect as planned; if a participating state withdraws from the European Monetary
Union; or if the computing, accounting and trading systems used by the Fund's
service providers, or by entities with which the Fund or its service providers
do business, are not capable of recognizing the euro as a distinct currency at
the time of, and following, euro conversion. In addition, the conversion could
cause markets to become more volatile.

The overall effect of the transition of member states' currencies to the
euro is not known at this time. It is likely that more general short- and
long-term ramifications can be expected, such as changes in the economic
environment and change in the behavior of investors, which would affect a Fund's
investments and its net asset value. In addition, although U.S. Treasury
regulations generally provide that the euro conversion will not, in itself,
cause a U.S. taxpayer to realize gain or loss, other changes that may occur at
the time of the conversion, such as accrual periods, holiday conventions,
indexes, and other features may require the realization of a gain or loss by the
Fund as determined under existing law.

The Funds' Manager has taken steps: (1) that it believes will reasonably
address euro-related changes to enable each Fund and its service providers to
process transactions accurately and completely with minimal disruption to
business activities and (2) to obtain reasonable assurances that appropriate
steps have been taken by the Funds' other service providers to address the
conversion. No Fund has borne any expense relating to these actions.

RISK MANAGEMENT AND RETURN ENHANCEMENT STRATEGIES

The Funds may also engage in various portfolio strategies to reduce
certain risks of their investments and to attempt to enhance return. A Fund, and
thus its investors, may lose money through any unsuccessful use of these
strategies. These strategies currently include the use of derivatives, such as
options, futures contracts and options thereon. A Fund's ability to use these
strategies may be limited by market conditions, regulatory limits and tax
considerations and there can be no assurance that any of these strategies will
succeed. New financial products and risk management techniques continue to be
developed, and each Fund may use these new investments and techniques to the
extent consistent with its investment objective and policies.

OPTIONS TRANSACTIONS

Each Fund may purchase and write (that is, sell) put and call options on
any security in which it may invest or options on any securities index. These
options are traded on U.S. exchanges or in the over-the-counter market to hedge
a Fund's portfolio. Prudential Europe Index Fund and Prudential Pacific Index
Fund also may purchase and write put and call options on currencies. Each Fund
may write covered put and call options to generate additional income through the
receipt of premiums and purchase call options in an effort to protect against an
increase in the price of securities (or currencies) it intends to purchase. Each
Fund may also purchase put and call options to offset previously written put and
call options of the same series.

A call option gives the purchaser, in exchange for a premium paid, the
right for a specified period of time to purchase the security, currency or
securities in the index subject to the option at a specified price (the exercise
price or strike price). The writer of a call option, in return for the premium,
has the obligation, upon exercise of the option, to deliver, depending upon the
terms of the option contract, the underlying securities or a specified amount of
cash to the purchaser upon receipt of the exercise price. When a Fund writes a
call option, it gives up the potential for gain on the underlying securities in
excess of the exercise price of the option during the period that the option is
open.

A put option gives the purchaser, in return for a premium, the right, for
a specified period of time, to sell the securities or currency subject to the
option to the writer of the put at the specified exercise price. The writer of
the put option, in return for the premium, has the obligation, upon exercise of
the option, to acquire the securities or currency underlying the option at the
exercise price. A Fund might, therefore, be obligated to purchase the underlying
securities or currency for more than the current market price.

Each Fund will write only "covered" options. A written option is covered
if, as long as a Fund is obligated under the option, it (i) owns an offsetting
position in the underlying security or (ii) segregates cash or other liquid
assets in an amount equal to or greater than its obligation under the option.
Under the first circumstance, a Fund's losses

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<PAGE>

are limited because it owns the underlying position; under the second
circumstance, in the case of a written call option, a Fund's losses are
potentially unlimited. There is no limitation on the amount of call options the
Fund may write.

Each Fund may also write a call option, which can serve as a limited short
hedge because decreases in value of the hedged investment would be offset to the
extent of the premium received for writing the option. However, if the security
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated to
sell the security at less than its market value.

Each Fund may purchase and sell put and call options on securities
indexes. Securities index options are designed to reflect price fluctuations in
a group of securities or segment of the securities market rather than price
fluctuations in a single security. Options on securities indexes are similar to
options on securities, except that the exercise of securities index options
requires cash payments and does not involve the actual purchase or sale of
securities. When purchasing or selling securities index options, each Fund is
subject to the risk that the value of its portfolio securities may not change as
much as or more than the index because the Fund's investments generally will not
match the composition of the index.

OPTIONS ON SECURITIES AND SECURITIES INDEXES

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
segregated 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 counterparty. In
addition, with OTC options, there is a risk that the counterparty 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.

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

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<PAGE>

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 is 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.

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

Each Fund may purchase and sell financial futures contracts and options
thereon which are traded on a commodities exchange or board of trade to reduce
certain risks of its investments and to attempt to enhance return in accordance
with regulations of the Commodity Futures Trading Commission (CFTC). The Funds,
and thus their investors, may lose money through any unsuccessful use of these
strategies. These futures contracts and related options will be on securities
indexes. A futures contract is an agreement to purchase or sell an agreed amount
of securities at a set price for delivery in the future. A stock index futures
contract is an agreement to purchase or sell cash equal to a specific dollar
amount times the difference between the value of a specific stock index at the
close of the last trading day of the contract and the price at which the
agreement is made. No physical delivery of the underlying stocks in the index is
made. A Fund may purchase and sell futures contracts or related options as a
hedge against changes in market conditions.

A Fund may not purchase or sell futures contracts and related options to
attempt to enhance return, if immediately thereafter the sum of the amount of
initial margin deposits on the Fund's existing futures and options on futures
and premiums paid for such related options would exceed 5% of the market value
of the Fund's total assets. A Fund may purchase and sell futures contracts and
related options, without limitation, for BONA FIDE hedging purposes in
accordance with regulations of the CFTC (that is, to reduce certain risks of its
investments).

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

A Fund's successful use of futures contracts and related options is
subject to various additional risks. The correlation between movements in the
price of a futures contract and the movements in the index is imperfect and
there is a risk that the value of the indices underlying the futures contract
may increase or decrease at a greater rate than the related futures contracts
resulting in losses to the Fund. Certain futures exchanges or boards of trade
have established daily limits on the amount that the price of futures contracts
or related options may vary, either up or down, from the previous day's
settlement price. These daily limits may restrict each Fund's ability to
purchase or sell certain futures contracts or related options on any particular
day.

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 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

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<PAGE>

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.

RISKS OF RISK MANAGEMENT AND RETURN ENHANCEMENT STRATEGIES

Participation in the options or futures markets involves investment risks
and transaction costs to which a Fund would not be subject absent the use of
these strategies. A Fund, and thus its investors, may lose money through any
unsuccessful use of these strategies. Risks inherent in the use of options,
futures contracts and options on futures contracts include (1) imperfect
correlation between the price of options and futures contracts and options
thereon and movements in the prices of the securities being hedged; (2) the fact
that skills needed to use these strategies are different from those needed to
select portfolio securities; (3) the possible absence of a liquid secondary
market for any particular instrument at any time; (4) the possible need to defer
closing out certain hedged positions to avoid adverse tax consequences; (5) the
risk that the counterparty may be unable to complete the transaction and (6) the
possible inability of a Fund to purchase or sell a portfolio security at a time
that otherwise would be favorable for it to do so, or the possible need for a
Fund to sell a portfolio security at a disadvantageous time, due to the need for
the Fund to maintain "cover" or to segregate liquid assets in connection with
hedging transactions. See "Taxes, Dividends and Distributions."

Each Fund will generally purchase options and futures on an exchange only
if there appears to be a liquid secondary market for such options or futures; a
Fund will generally purchase OTC options only if the investment adviser believes
that the other party to options will continue to make a market for such options.
However, there can be no assurance that a liquid secondary market will continue
to exist or that the other party will continue to make a market. Thus, it may
not be possible to close an options or futures transaction. The inability to
close options and futures positions also could have an adverse impact on a
Fund's ability to effectively hedge its portfolio. There is also the risk of
loss by a Fund of margin deposits or collateral in the event of bankruptcy of a
broker with whom the Fund has an open position in an option, a futures contract
or related option.

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 segregate cash or
securities.

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

B-17
<PAGE>

investments being 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.

FOREIGN CURRENCY FORWARD CONTRACTS, OPTIONS AND FUTURES TRANSACTIONS

Prudential Europe Index Fund's and Prudential Pacific Index 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 a 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. A 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.

A 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 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 requirements
and (iii) are typically consummated without payment of any commissions. Failure
by the Fund's counterparty 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 counterparty. Thus, there can be no assurance
that a 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 counterparty, 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 segregate cash or other liquid assets in an amount
equal to the position. A Fund's ability to enter into foreign currency forward
contracts may be limited by certain requirements for qualification as a
regulated investment company under the Internal Revenue Code. See "Taxes,
Dividends and Distributions."

B-18
<PAGE>

Prudential Europe Index Fund and Prudential Pacific Index 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 foreign currency
forward 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 these Funds 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 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 Europe Index Fund and Prudential Pacific Index 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.

A 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 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, a 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.

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.

B-19
<PAGE>

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. No Fund will 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. Each Fund will comply with the
Commission guidelines regarding cover for these instruments and, if the
guidelines so require, segregate cash or liquid assets with its Custodian in the
prescribed amount.

Assets used as cover or segregated 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 segregation could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

SEGREGATED ASSETS

Each Fund will segregate with its Custodian, State Street Bank and Trust
Company (State Street), cash, U.S. Government securities, equity securities
(including foreign securities), debt securities or other liquid, unencumbered
assets equal in value to its obligations in respect of potentially leveraged
transactions. These include dollar rolls, forward contracts, when-issued and
delayed delivery securities, futures contracts, written options and options on
futures contracts (unless otherwise covered). If collateralized or otherwise
covered, in accordance with Commission guidelines, these will not be deemed to
be senior securities. The assets segregated will be marked-to-market daily.

ILLIQUID SECURITIES

Each of the Funds may hold up to 15% of its net assets in illiquid
securities. If a Fund were to exceed this limit, the investment adviser would
take prompt action to reduce the Fund's holdings in illiquid securities to no
more than 15% of its net assets, as required by applicable law. Illiquid
securities include repurchase agreements which have a maturity of longer than
seven days, securities with legal or contractual restrictions on resale
(restricted securities) and securities that are not readily marketable in
securities markets either within or outside the United States. Repurchase
agreements subject to demand are deemed to have a maturity equal to the notice
period.

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

B-20
<PAGE>

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, Inc. (NASD).

Restricted securities eligible for resale pursuant to Rule 144A and
privately placed commercial paper for which there is a readily available market
are treated as liquid only when deemed liquid under procedures established by
the Board of Trustees. A Fund's investment in Rule 144A securities could have
the effect of increasing illiquidity to the extent that qualified institutional
buyers become, for a limited time, uninterested in purchasing Rule 144A
securities. The Subadviser will monitor the liquidity of such restricted
securities, subject to the supervision of the Trustees. In reaching liquidity
decisions, the Subadviser 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 (for
example, 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, (a) it must be rated in one of 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 (b) it must not be "traded flat" (that is, without
accrued interest) or in default as to principal or interest.

The staff of the Commission has taken the position that purchased OTC
options and the assets used as "cover" for written OTC options are illiquid
securities unless a 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. A Fund will also treat
non-U.S. Government IOs and POs as illiquid so long as the staff of the
Commission 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.

(D) TEMPORARY DEFENSIVE STRATEGY AND SHORT-TERM INVESTMENTS. Prudential Stock
Index Fund may not invest more than 20% of its total assets in money market
instruments as part of a temporary defensive strategy. The Funds may invest
uncommitted cash balances in money market instruments or to maintain liquidity
to meet redemptions. Money market instruments include commercial paper of
domestic or foreign corporations, certificates of deposit, bankers' acceptances
and time obligations of domestic or foreign banks, foreign government securities
and obligations issued or guaranteed by the U.S. Government, its
instrumentalities or its agencies. Investments in foreign securities may be
subject to certain risks, including future political and economic developments,
the possible imposition of withholding taxes on interest income, the seizure or
nationalization of foreign deposits and foreign exchange controls or other
restrictions.

(E) PORTFOLIO TURNOVER. As a result of the investment policies described above,
a Fund may engage in a substantial number of portfolio transactions, and a
Fund's portfolio turnover rate may exceed 100%, but no Fund's portfolio turnover
rate is expected to exceed 100% except for Prudential Bond Market Index Fund.
The portfolio turnover rate is generally the percentage computed by dividing the
lesser of portfolio purchases or sales (excluding all securities, including
options, whose maturities or expiration date at acquisition were one year or
less) by the monthly average value of the long-term portfolio. High portfolio
turnover (100% or more) involves correspondingly greater brokerage commissions
and other transaction costs, which are borne directly by a Fund. In addition,
high portfolio turnover may also mean that a proportionately greater amount of
distributions to shareholders will be taxed as ordinary income rather than
long-term capital gains compared to investment companies with lower portfolio
turnover. See "Brokerage Allocation and Other Practices" and "Taxes, Dividends
and Distributions."

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<PAGE>

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 of 1940, as amended (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 (1) 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 (2)
more than 50% of the outstanding shares.

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.

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.

B-22
<PAGE>

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.

MANAGEMENT OF THE COMPANY

POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS ** (AGE) COMPANY DURING PAST FIVE YEARS
- ------------------------- ------------- ----------------------

Edward D. Beach (74) Trustee President and Director of BMC
Fund, Inc., a closed-end
investment company; formerly,
Vice Chairman of Broyhill
Furniture Industries, Inc.;
Certified Public Accountant;
Secretary and Treasurer of
Broyhill Family Foundation,
Inc.; Member of the Board of
Trustees of Mars Hill
College; and Director or
Trustee of 44 funds within
the Prudential Mutual Funds.

Delayne Dedrick Gold (62) Trustee Marketing and Management
Consultant; Director of The
High Yield Income Fund, Inc.;
and Director or Trustee of 44
funds within the Prudential
Mutual Funds.

*Robert F. Gunia (52) Vice President Chief Administrative Officer
and Trustee (since June 1999) of
Prudential Investments; Vice
President (since September
1997) of The Prudential
Insurance Company of America
(Prudential); Executive Vice
President and Treasurer
(since December 1996) of
Prudential Investments Fund
Management LLC (PIFM);
formerly Senior Vice
President (March 1987-May
1999) of Prudential
Securities Incorporated
(Prudential Securities);
formerly Chief Administrative
Officer (July 1990- September
1996), Director (January
1989-September 1996) and
Executive Vice President,
Treasurer and Chief Financial
Officer (June 1987-September
1996) of Prudential Mutual
Fund Management, Inc.; Vice
President and Director of The
Asia Pacific Fund, Inc.
(since May 1989); Director of
The High Yield Income Fund,
Inc.; and Director or Trustee
of 45 funds within the
Prudential Mutual Funds.

Douglas H. McCorkindale (60) Trustee Vice Chairman (since March
1984) and President (since
September 1997) of Gannett
Co. Inc. (publishing and
media); Director of Gannett
Co. Inc., Frontier
Corporation and Continental
Airlines, Inc.; and Director
or Trustee of 24 funds within
the Prudential Mutual Funds.

Thomas T. Mooney (57) Trustee President of the Greater
Rochester Metro Chamber of
Commerce; former Rochester
City Manager; Trustee of
Center for Governmental
Research, Inc.; Director of
Blue Cross of Rochester,
Monroe County Water
Authority, Rochester Jobs,
Inc., Monroe County
Industrial Development
Corporation, Northeast
Midwest Institute; President,
Director and Treasurer of
First Financial Fund, Inc.
and The High Yield Plus Fund,
Inc.; and Director or Trustee
of 34 other funds within the
Prudential Mutual Funds.

B-23
<PAGE>

POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS ** (AGE) COMPANY DURING PAST FIVE YEARS
- ------------------------- ------------- ----------------------

Stephen P. Munn (57) Trustee Chairman (since January 1994),
Director and President (since
1988) and Chief Executive
Officer (1988-December 1993)
of Carlisle Companies
Incorporated (manufacturer of
industrial products); and
Director or Trustee of 30
funds within the Prudential
Mutual Funds.

*David R. Odenath, Jr. (42) Trustee Officer in Charge, President,
Chief Executive Officer and
Chief Operating Officer
(since June 1999), PIFM;
Senior Vice President (since
June 1999), Prudential;
Senior Vice President (August
1993-May 1999), PaineWebber
Group, Inc.; and Director or
Trustee of 44 funds within
the Prudential Mutual Funds.

Richard A. Redeker (56) Trustee Formerly President, Chief
Executive Officer and
Director (October
1993-September 1996),
Prudential Mutual Fund
Management, Inc., Executive
Vice President, Director and
Member of the Operating
Committee (October
1993-September 1996),
Prudential Securities;
Director (October
1993-September 1996) of
Prudential Securities Group,
Inc., Executive Vice
President, The Prudential
Investment Corporation (PIC)
(January 1994-September
1996), Director (January
1994-September 1996) of
Prudential Mutual Fund
Distributors, Inc. and
Prudential Mutual Fund
Services, Inc.; and Senior
Executive Vice President and
Director of Kemper Financial
Services, Inc. (September
1978-September 1993); and
Director or Trustee of 30
funds within the Prudential
Mutual Funds.

Robin B. Smith (59) Trustee Chairman and Chief Executive
Officer (since August 1996)
of Publishers Clearing House;
formerly President and Chief
Executive Officer (January
1988-August 1996) and
President and Chief Operating
Officer (September
1981-December 1988) of
Publishers Clearing House;
Director of BellSouth
Corporation, Texaco Inc.,
Spring Industries Inc. and
Kmart Corporation; and
Director or Trustee of 32
funds within the Prudential
Mutual Funds.

*John R. Strangfeld, Jr. (45) President and Chief Executive Officer,
Trustee Chairman, President and
Director (since January
1990), of The Prudential
Investment Corporation,
Executive Vice President
(since February 1998),
Prudential Global Asset
Management Group of
Prudential, and Chairman
(since August 1989), Pricoa
Capital Group; formerly
various positions to Chief
Executive Officer (November
1994-December 1998), Private
Asset Management Group of
Prudential and Senior Vice
President (January
1986-August 1989), Prudential
Capital Group, a unit of
Prudential; and President and
Director or Trustee of 45
funds within the Prudential
Mutual Funds.

B-24
<PAGE>

POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS ** (AGE) COMPANY DURING PAST FIVE YEARS
- ------------------------- ------------- ----------------------

Louis A. Weil, III (58) Trustee Chairman (since January 1999),
President and Chief Executive
Officer (since January 1996)
and Director (since September
1991) of Central Newspapers,
Inc.; Chairman of the Board
(since January 1996),
Publisher and Chief Executive
Officer (August 1991-December
1995) of Phoenix Newspapers,
Inc.; formerly Publisher (May
1989-March 1991) of Time
Magazine, President,
Publisher & CEO (February
1986-August 1989) of The
Detroit News and member of
the Advisory Board, Chase
Manhattan Bank-Westchester;
and Director or Trustee of 30
funds within the Prudential
Mutual Funds.

Clay T. Whitehead (61) Trustee President (since May 1983) of
National Exchange Inc. (new
business development firm)
and Director or Trustee of 33
funds within the Prudential
Mutual Funds.

Grace C. Torres (40) Treasurer and First Vice President (since
Principal December 1996) of PIFM; First
Financial and Vice President (since March
Accounting 1993) of Prudential
Officer Securities; formerly First
Vice President (March
1994-September 1996) of
Prudential Mutual Fund
Management, Inc.

Stephen M. Ungerman (46) Assistant Tax Director (since March 1996)
Treasurer of Prudential Investments;
formerly First Vice President
(February 1993-September
1996) of Prudential Mutual
Fund Management, Inc.

Marguerite E.H. Morrison (43) Secretary Vice President (since December
1996) of PIFM; Vice President
and Associate General Counsel
(since September 1987) of
Prudential Securities;
formerly Vice President and
Associate General Counsel
(June 1991-September 1996) of
Prudential Mutual Fund
Management, Inc.

- ----------

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

** The address of the Trustees and officers is c/o Prudential Investments
Fund Management LLC, Gateway Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077.

The Company has Trustees who, in addition to overseeing the actions of the
Funds' Manager, Subadviser and Distributor, decide upon matters of general
policy. The Trustees also review the actions of the Company's officers, who
conduct and supervise the daily business operations of the Funds.

The Trustees have adopted a retirement policy which calls for the
retirement of Trustees on December 31 of the year in which they reach the age of
75. Mr. Beach is scheduled to retire on December 31, 1999.

Pursuant to the terms of each Management Agreement with the Funds, the
Manager pays all compensation of officers and employees of the Funds as well as
the fees and expenses of all Trustees of the Funds who are affiliated persons of
the Manager. The Company currently pays each of its Trustees who is not an
affiliated person of the Manager or the investment adviser annual compensation
of $4,000 in addition to certain out-of-pocket expenses. The amount of annual
compensation paid to each Trustee may change as a result of the introduction of
additional funds on whose boards the Trustee may be asked to serve.

B-25
<PAGE>

Trustees may receive their Trustees' fees pursuant to a deferred fee
agreement with the Company. Under the terms of the agreement, the Company
accrues daily the amount of such Trustees' fees which accrue interest at a rate
equivalent to the prevailing rate applicable to 90-day U.S. Treasury bills at
the beginning of each calendar quarter or, pursuant to Commission exemptive
order, at the daily rate of return of a Fund. Payment of the interest so accrued
is also deferred and accruals become payable at the option of the Trustee. The
Company's obligation to make payments of deferred Trustees' fees, together with
interest thereon, is a general obligation of the Company.

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,
1999 and the aggregate compensation paid to such Trustees for service on the
Company's Board and that of all other funds managed by Prudential Investments
Fund Management LLC (Fund Complex) for the year ended December 31, 1998.

COMPENSATION TABLE

TOTAL 1998
COMPENSATION
FROM COMPANY
AGGREGATE AND FUND
COMPENSATION COMPLEX PAID
NAME AND POSITION FROM COMPANY TO TRUSTEES
- ----------------- ------------ -----------
Edward D. Beach--Trustee $4,000 $135,000(44/71)*
Delayne D. Gold--Trustee $4,000 $135,000(44/71)*
Robert F. Gunia--Trustee+ -- None
Douglas H. McCorkindale--Trustee++ $4,000 $ 70,000(20/40)*
Thomas T. Mooney--Trustee++ $4,000 $115,000(35/70)*
Stephen P. Munn--Trustee $4,000 $ 45,000(18/24)*
David R. Odenath, Jr.--Trustee+ -- None

Richard A. Redeker--Trustee+ $3,000 None

Robin B. Smith--Trustee++ $4,000 $ 90,000(32/41)*
John R. Strangfeld, Jr.--Trustee+ -- None
Louis A. Weil, III--Trustee $4,000 $ 90,000(30/54)*
Clay T. Whitehead--Trustee $4,000 $ 45,000(18/24)*

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

+ Interested Trustees do not receive compensation from the Company or any
fund in the Fund Complex. Mr. Redeker is no longer an interested Trustee.

++ Total compensation from all of the funds in the Fund Complex for the
calendar year ended December 31, 1998, includes amounts deferred at the
election of Trustees under the funds' deferred compensation plans.
Including accrued interest, total compensation amounted to $71,145,
$119,740 and $116,225 for Messrs. McCorkindale and Mooney and Ms. Smith,
respectively.

B-26
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Trustees of the Company are eligible to purchase Class Z shares of each
Fund, which are sold without either an initial sales charge or contingent
deferred sales charge to a limited group of investors. As of December 3, 1999,
the Trustees and officers of the Company, as a group, owned less than 1% of the
outstanding share of any Fund.

For beneficial owners, directly or indirectly, of more than 5% of any
class of shares of a Fund as of December 3, 1999, see Appendix IV.

As of December 3, 1999, Prudential Securities was the record holder for
the beneficial owners of 817,644 shares of Prudential Bond Market Index Fund
(approximately 17% of outstanding shares of such Fund); 284,838 shares of
Prudential Europe Index Fund (approximately 16% of outstanding shares of such
Fund); 870,954 shares of Prudential Pacific Index Fund (approximately 5% of
outstanding shares of such Fund); 988,980 shares of Prudential Small-Cap Index
Fund (approximately 31% of outstanding shares of such Fund); 32,995 Class A
shares of Prudential Stock Index Fund (approximately 97% of outstanding shares
of such fund); 127,047 Class B shares of Prudential Stock Index Fund
(approximately 84% of outstanding shares of such Fund); 115,360 Class C shares
of Prudential Stock Index Fund (approximately 99% of outstanding shares of such
Fund); 4,080,399 Class Z shares of Prudential Stock Index Fund (approximately
13% of outstanding Class Z shares of such Fund) and no Class I shares of
Prudential Stock Index Fund. In the event of any meetings of shareholders,
Prudential Securities will forward, or cause the forwarding of, proxy material
to the beneficial owners for which it is the record holder.

INVESTMENT ADVISORY AND OTHER SERVICES

(A) MANAGER AND INVESTMENT ADVISER. The manager of each Fund is Prudential
Investments Fund Management LLC (PIFM or the Manager), Gateway Center Three, 100
Mulberry Street, Newark, New Jersey 07102-4077. PIFM serves as manager to all of
the other investment companies that, together with the Funds, comprise the
Prudential Mutual Funds. See "How the Funds are Managed--Manager" in the
prospectus. As of October 31, 1999, PIFM managed and/or administered open-end
and closed-end management investment companies with assets of approximately $72
billion. According to the Investment Company Institute, as of September 30,
1999, the Prudential Mutual Funds were the 20th largest family of mutual funds
in the United States.

PIFM is a subsidiary of Prudential Securities and The Prudential Insurance
Company of America (Prudential). Prudential Mutual Fund Services LLC (PMFS or
the Transfer Agent), a wholly owned subsidiary of PIFM, serves as the transfer
agent and dividend distribution agent for the Prudential Mutual Funds and, in
addition, provides customer service, recordkeeping and management and
administration services to qualified plans.

Pursuant to two Management Agreements with the Company (each a Management
Agreement and collectively, the Management Agreements), PIFM, 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. In connection therewith, PIFM is obligated
to keep certain books and records of the Company. PIFM has hired The Prudential
Investment Corporation, doing business as Prudential Investments (PI, the
investment adviser or the Subadviser), to provide subadvisory services to the
Funds. PIFM also administers the Company's business 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 PIFM for the Funds are not exclusive under the terms of the Management
Agreements and PIFM is free to, and does, render management services to others.

For its services, PIFM receives, pursuant to the Management Agreements, a
fee at an annual rate of .25 of 1% of Prudential Bond Market Index Fund's
average daily net assets, .40 of 1% of Prudential Europe Index Fund's average
daily net assets, .40 of 1% of Prudential Pacific Index Fund's average daily net
assets, .30 of 1% of Prudential Small-Cap Index 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. Each Management Agreement also provides
that, in the event the expenses of a Fund (including the fees of PIFM, 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

B-27
<PAGE>

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 PIFM will be reduced by the amount of such excess. No
jurisdiction currently limits the Funds' expenses.

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

(a) 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' Subadviser;

(b) 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

(c) the costs and expenses or fees payable to the Subadviser pursuant to
two subadvisory agreements between the Manager and the Subadviser (collectively,
the Subadvisory Agreements).

Under the terms of the Management Agreements, 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' Subadviser, (iii) the fees and certain expenses of the
Custodian and Transfer Agent, including the cost of providing records to the
Manager in connection with its obligation of maintaining required records of the
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 Commission, including the preparation and printing of the Company's
registration statements and prospectuses for such purposes, and paying the fees
and expenses of notice filings made in accordance with state securities laws,
(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, (xiii) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Company's
business and (xiv) distribution fees.

The Management Agreements provide that PIFM 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 Agreements relate, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard of duty.
Each 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. Each 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.

For the period from October 30, 1996 through September 30, 1997, PIFM
received management fees of $921,557 from Prudential Stock Index Fund. During
this period, the Manager subsidized certain expenses of the Fund.

For the fiscal period ended September 30, 1997, PIFM received management
fees of $1,630 from Prudential Pacific Index Fund. During this period, PIFM
subsized certain expenses of the Fund.

For the fiscal period ended September 30, 1998, PIFM received management
fees of $83,862 from Prudential Bond Market Index Fund, $70,719 from Prudential
Europe Index Fund, $79,309 from Prudential Pacific Index Fund, $67,841 from
Prudential Small-Cap Index Fund, and $2,457,979 from Prudential Stock Index
Fund. During this period, the Manager subsidized certain expenses of the Funds.

For the fiscal year ended September 30, 1999, PIFM received management
fees of $105,970 from Prudential Bond Market Index Fund, $87,936 from Prudential
Europe Index Fund, $98,638 from Prudential Pacific Index Fund, $80,167 from
Prudential Small-Cap Index Fund and $4,790,313 from Prudential Stock Index Fund.
During this period, the Manager subsidized certain expenses of the Funds.

B-28
<PAGE>

The Manager has entered into two Subadvisory Agreements with the
Subadviser. The Subadvisory Agreements provide that the Subadviser furnish
investment advisory services in connection with the management of the Funds. The
Subadviser is reimbursed by the Manager for the reasonable costs and expenses
incurred in furnishing its services. In connection therewith, the Subadviser
subject to the supervision of PIFM is obligated to keep certain books and
records of the Funds. The Subadviser determines what securities and other
instruments are purchased and sold for the Funds and is responsible for
obtaining and evaluating financial data relevant to the Funds. PIFM continues to
have responsibility for all investment advisory services to all the Funds
pursuant to the Management Agreements and supervises the Subadviser's
performance of such services.

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

(B) PRINCIPAL UNDERWRITER, DISTRIBUTOR AND RULE 12b-1 PLANS. Prudential
Investment Management Services LLC (the Distributor), Gateway Center Three, 100
Mulberry Street, Newark, New Jersey 07102-4077, acts as the distributor of the
Class Z shares of Prudential Bond Market Index Fund, Prudential Europe Index
Fund, Prudential Pacific Index Fund and Prudential Small-Cap Index Fund, and the
Class Z and Class I shares of Prudential Stock Index Fund. Effective November
18, 1999, PIMS also acts as the distributor of the Class A, Class B and Class C
shares of Prudential Stock Index Fund. PIMS is a subsidiary of Prudential.

The Distributor of the Funds incurs the expenses of distributing the Class
Z and Class I shares under a Distribution Agreement with the Company, none of
which are reimbursed by or paid for by the Funds.

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 of behalf of Prudential Stock Index Fund under Rule 12b-1 under the
Investment Company Act, the Distributor incurs the expenses of distributing the
Fund's Class A, Class B and Class C shares.

The expenses incurred under the Plans include commissions and account
servicing fees paid to, or on account of, brokers or financial institutions
which have entered into agreements with the Distributor, advertising expenses,
the cost of printing and mailing prospectuses to potential investors and
indirect and overhead costs of the Distributor associated with the sale of
Prudential Stock Index Fund shares, including lease, utility, communications and
sales promotion expenses.

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

The distribution and/or service fees may also be used by the Distributor
to compensate on a continuing basis brokers in consideration for the
distribution, marketing, administrative and other services and activities
provided by brokers with respect to the promotion of the sale of Prudential
Stock Index Fund's shares and the maintenance of related shareholder accounts.

CLASS A PLAN. Under the Class A Plan, the Fund may pay the Distributor for
its distribution-related expenses with respect to Class A shares at an annual
rate of up to .30 of 1% of the average daily net assets of the Class A shares.
The Class A Plan provides that (1) up to .25 of 1% of the average daily net
assets of the Class A shares may be used to pay for personal service and/or the
maintenance of shareholder accounts (service fee) and (2) total distribution
fees (including the service fee of .25 of 1%) may not exceed .30 of 1% of the
average daily net assets of the Class A shares. The Distributor has
contractually agreed to limit its distribution-related fees payable under the
Class A Plan to .25 of 1% of the average daily net assets of the Class A shares
of Prudential Stock Index Fund for the fiscal year ending September 30, 2000.

B-29
<PAGE>

CLASS B PLAN AND CLASS C PLANS. Under the Class B and Class C Plans,
Prudential Stock Index Fund pays the Distributor for its distribution-related
expenses with respect to Class B and Class C shares at an annual rate of 1% of
the average daily net assets of each of the Class B and Class C shares. The
Class B and Class C Plans provide for the payment to the Distributor of (1) an
asset-based sales charge of .75 of 1% of the average daily net assets of each of
the Class B and Class C shares, respectively, and (2) a service fee of .25 of 1%
of the average daily net assets of each of the Class B and Class C shares. The
service fee is used to pay for personal service and/or the maintenance of
shareholder accounts. The Distributor also receives contingent deferred sales
charges from certain redeeming shareholders and, with respect to Class C shares,
an initial sales charge.

Distribution expenses attributable to the sale of Class A, Class B or
Class C shares of Prudential Stock Index Fund will be allocated to each such
class based upon the ratio of sales of each such class to the sales of Class A,
Class B and Class C shares of the Fund other than expenses allocable to a
particular class. The distribution fee and sales charge of one class will not be
used to subsidize the sale of another class.

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

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

Pursuant to the Distribution Agreement, the Company has agreed to
indemnify the Distributor to the extent permitted by applicable law against
certain liabilities under the federal securities laws.

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

FEE WAIVERS/SUBSIDIES

PIFM may from time to time waive all or a portion of its management fee
and subsidize all or a portion of the operating expenses of a Fund. For the
fiscal year ending September 30, 2000, PIFM has contractually agreed to
subsidize each Fund's operating expenses so that total Fund operating expenses
do not exceed the amounts shown in each prospectus. In addition, the Distributor
has contractually agreed to waive a portion of its distribution fees for the
Class A shares as described above. Fee waivers and subsidies will increase a
Fund's total return.

NASD MAXIMUM SALES CHARGE RULE

Pursuant to rules of the NASD, the Distributor is required to limit
aggregate initial sales charges, deferred sales charges and asset-based sales
charges to 6.25% of total gross sales of each class of shares. Interest charges
on unreimbursed distribution expenses equal to the prime rate plus one percent
per annum may be added to the 6.25% limitation. Sales from the reinvestment of
dividends and distributions are not included in the calculation of

B-30
<PAGE>

the 6.25% limitation. The annual asset-based sales charge of a Fund may not
exceed .75 of 1% per class. The 6.25% limitation applies to each class of a 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.

(C) OTHER SERVICE PROVIDERS. State Street Bank and Trust Company, One
Heritage Drive, North Quincy, Massachusetts 02171, serves as Custodian for the
portfolio securities of each Fund 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 the Fund's foreign
assets held outside the United States.

Prudential Mutual Fund Services LLC (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as the Transfer and Dividend Disbursing Agent of the
Company. PMFS is a wholly-owned subsidiary of PIFM. PMFS provides customary
transfer agency services to each Fund, including the handling of shareholder
communications, the processing of shareholder transactions, the maintenance of
shareholder account records, payment of dividends and distributions and related
functions. For these services, PMFS receives an annual fee per shareholder
account of $10.00, 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 $.20. PMFS is also reimbursed for its out-of-pocket expenses,
including but not limited to postage, stationery, printing, allocable
communication expenses and other costs.

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

BROKERAGE ALLOCATION AND OTHER PRACTICES

The Manager is responsible for decisions to buy and sell securities and
options on securities and futures for each Fund, the selection of brokers,
dealers and futures commission merchants to effect the transactions and the
negotiation of brokerage commissions, if any. The term "Manager" as used in this
section includes the Subadviser. Broker-dealers may receive brokerage
commissions on portfolio transactions, including options and the purchase and
sale of underlying securities upon the exercise of options. On foreign
securities exchanges, commissions may be fixed. Orders may be directed to any
broker or futures commission merchant including, to the extent and in the manner
permitted by applicable law, Prudential Securities and its affiliates. Brokerage
commissions on United States securities, options and futures exchanges or boards
of trade are subject to negotiation between the Manager and the broker or
futures commission merchant.

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

In placing orders for portfolio securities of a Fund, the Manager's
overriding objective is to obtain the best possible combination of favorable
price and efficient execution. The Manager seeks to effect each transaction at a
price and commission that provides the most favorable total cost or proceeds
reasonably attainable in the circumstances. The factors that the Manager may
consider in selecting a particular broker, dealer or futures commission merchant
(firms) are the Manager's knowledge of negotiated commission rates currently
available and other current transaction costs; the nature of the portfolio
transaction; the size of the transaction; the desired timing of the trade; the
activity existing and expected in the market for the particular transaction;
confidentiality; the execution, clearance and settlement capabilities of the
firms; the availability of research and research related services provided
through such firms; the Manager's knowledge of the financial stability of the
firms; the Manager's knowledge of actual or apparent operational problems of
firms; and the amount of capital, if any, that

B-31
<PAGE>

would be contributed by firms executing the transaction. Given these factors, a
Fund may pay transaction costs in excess of that which another firm might have
charged for effecting the same transaction.

When the Manager selects a firm that executes orders or is a party to
portfolio transactions, relevant factors taken into consideration are whether
that firm has furnished research and research products and/or services, such as
research reports, research compilations, statistical and economic data, computer
data bases, quotation equipment and services, research oriented computer
software, hardware and services, reports concerning the performance of accounts,
valuations of securities, investment related periodicals, investment seminars
and other economic services and consultants. Such services are used in
connection with some or all of the Manager's investment activities; some of such
services, obtained in connection with the execution of transactions for one
investment account, may be used in managing other accounts, and not all of these
services may be used in connection with a Fund.

The Manager maintains an internal allocation procedure to identify those
firms who have provided it with research and research related products and/or
services, and the amount that was provided, and to endeavor to direct sufficient
commissions to them to ensure the continued receipt of those services that the
Manager believes provides a benefit to a Fund and its other clients. The Manager
makes a good faith determination that the research and/or service is reasonable
in light of the type of service provided and the price and execution of the
related portfolio transactions.

When the Manager deems the purchase or sale of equities to be in the best
interests of a Fund or its other clients, including Prudential, the Manager may,
but is under no obligation to, aggregate the transactions in order to obtain the
most favorable price or lower brokerage commissions and efficient execution. In
such event, allocation of the transactions, as well as the expenses incurred in
the transaction, will be made by the Manager in the manner it considers to be
most equitable and consistent with its fiduciary obligations to its clients.

The allocation of orders among firms and the commission rates paid are
reviewed periodically by the Company's Trustees. Portfolio securities may not be
purchased from any underwriting or selling syndicate of which Prudential
Securities or any affiliate during the existence of the syndicate, is a
principal underwriter (as defined in the Investment Company Act), except in
accordance with rules of the Commission. This limitation, in the opinion of the
Company, will not significantly affect a Fund's ability to pursue its present
investment objective. However, in the future in other circumstances, a Fund may
be at a disadvantage because of this limitation in comparison to other funds
with similar objectives but not subject to such limitations.

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

During the years ended September 30, 1999, 1998 and 1997, the Company paid
no brokerage commissions to Prudential Securities.

B-32
<PAGE>

Each Fund is required to disclose its holdings of securities of its
regular brokers and dealers (as defined under Rule 10b-1 of the Investment
Company Act) and their parents at September 30, 1999. As of September 30, 1999,
the Funds held securities of the following: Warburg Dillon Read LLC,
$22,170,776; Bear Stearns & Co., Inc., $22,968,739; Morgan (JP) Securities,
Inc., $25,597,133; Goldman, Sachs & Co., $10,370,672; Morgan Stanley Dean
Witter, $9,061,733; Lehman Brothers Holdings, Inc., $1,165,492; and PaineWebber
Group, Inc., $870,000.

CAPITAL SHARES, OTHER SECURITIES AND ORGANIZATION

The Company is authorized to issue an unlimited number of shares of
beneficial interest, $.001 par value per share, divided into five series. Each
Fund offers one class of shares (Class Z shares), except Prudential Stock Index
Fund, which offers five classes, designated Class A, Class B, Class C, Class I
and Class Z shares. Each class of shares represents an interest in the same
assets of Prudential Stock Index Fund and is identical in all respects except
that (1) each class is subject to different sales charges and distribution
and/or service fees (except for Class Z shares, which are not subject to any
sales charges and distribution and/or service fees), which may affect
performance, (2) each class has exclusive voting rights on any matter submitted
to shareholders that relates solely to its arrangement and has separate voting
rights on any matter submitted to shareholders in which the interests of one
class differ from the interests of any other class, (3) each class has a
different exchange privilege, (4) only Class B shares have a conversion feature,
(5) Class A, Class I and Class Z shares are offered exclusively for sale to a
limited group of investors and (6) Class I shares are subject to nominal
transfer agency fees and are held in a single omnibus account. In accordance
with the Company's Declaration of Trust, the Trustees may authorize the creation
of additional series and classes within such series, with such preferences,
privileges, limitations and voting and dividend rights as the Trustees may
determine. The voting rights of the shareholders of a series or class can be
modified only by the vote of shareholders of that series or class.

Shares of the Company, when issued, are fully paid, nonassessable, fully
transferable and redeemable at the option of the holder. Shares are also
redeemable at the option of the Company under certain circumstances. Each share
of each class is equal as to earnings, assets and voting privileges, except as
noted above, and each class of shares (with the exception of Class Z shares,
which are not subject to any distribution or service fees) bears the expenses
related to the distribution of shares. Except for the conversion feature
applicable to the Class B shares, there are no conversion, preemptive or other
subscription rights. In the event of liquidation, each share of each Fund is
entitled to its portion of all of the Fund's assets after all debt and expenses
of the Fund have been paid. Since Class B and Class C shares generally bear
higher distribution expenses than Class A shares, the liquidation proceeds to
shareholders of those classes are likely to be lower than to Class A
shareholders and Class I and Class Z shareholders, whose shares are not subject
to any distribution and/or service fees.

The Company does not intend to hold annual meetings of shareholders unless
otherwise required by law. The Company will not be required to hold meetings of
shareholders unless, for example, the election of Trustees is required to be
acted on by shareholders under the Investment Company Act. Shareholders have
certain rights, including the right to call a meeting upon the vote of 10% of
the Company's outstanding shares for the purpose of voting on the removal of one
or more Trustees or to transact any other business.

Under the Declaration of Trust, the Trustees may authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios with distinct investment objectives
and policies and share purchase, redemption and net asset value procedures) with
such preferences, privileges, limitations and voting and dividend rights as the
Trustees may determine. All consideration received by the Company for shares of
any additional series, and all assets in which such consideration is invested,
would belong to that series (subject only to the rights of creditors of that
series) and would be subject to the liabilities related thereto. Under the
Investment Company Act, shareholders of any additional series of shares would
normally have to approve the adoption of any advisory contract relating to such
series and of any changes in the investment policies related thereto.

The Trustees have the power to alter the number and the terms of office of
the Trustees, provided that always at least a majority of the Trustees have been
elected by the shareholders of the Company. The voting rights of shareholders
are not cumulative, so that holders of more than 50 percent of the shares voting
can, if they choose, elect all Trustees being selected, while the holders of the
remaining shares would be unable to elect any Trustees.

B-33
<PAGE>

PURCHASE, REDEMPTION AND PRICING OF FUND SHARES

Shares of Prudential Stock Index Fund may be purchased at a price equal to
the next determined net asset value (NAV) plus a sales charge which, at the
election of the investor, may be imposed either (1) at the time of purchase
(Class C shares) or (2) on a deferred basis (Class B or Class C shares). Class
A, Class I and Class Z shares of the Fund are offered to a limited group of
investors at NAV without any sales charges. Each other Fund offers only Class Z
shares.

PURCHASE BY WIRE

For an initial purchase of shares of a Fund by wire, you must complete an
application and telephone PMFS to receive an account number at (800) 225-1825
(toll-free). The following information will be requested: your name, address,
tax identification number, fund and class elections (Prudential Stock Index Fund
only), dividend distribution election, amount being wired and wiring bank.
Instructions should then be given by you to your bank to transfer funds by wire
to State Street Bank and Trust Company (State Street), Boston, Massachusetts,
Custody and Shareholder Services Division, Attention: Prudential Index Series
Fund, specifying on the wire the account number assigned by PMFS and your name
and identifying the Fund and, if an investment in Prudential Stock Index Fund,
the class in which you are eligible to invest (Class A, Class B, Class C, Class
Z or Class I shares).

If you arrange for receipt by State Street of Federal Funds prior to the
calculation of NAV (4:15 P.M., New York Time) on a business day, you may
purchase shares of a Fund as of that day.

In making a subsequent purchase order by wire, you should wire State
Street directly and should be sure that the wire specifies Prudential Index
Series Fund, Class A, Class B, Class C, Class Z or Class I shares (Prudential
Stock Index Fund only) and your name and individual account number. It is not
necessary to call PMFS to make subsequent purchase orders utilizing Federal
Funds. The minimum amount which may be invested by wire is $1,000.

ISSUANCE OF FUND SHARES FOR SECURITIES

Transactions involving the issuance of Fund shares for securities (rather
than cash) will be limited to (i) reorganizations, (ii) statutory mergers, or
(iii) other acquisitions of portfolio securities that: (a) meet the investment
objective and policies of the applicable Fund, (b) are liquid and not subject to
restrictions on resale, (c) have a value that is readily ascertainable via
listing on or trading in a recognized United States or international exchange or
market and (d) are approved by the Fund's investment adviser.

SPECIMEN PRICE MAKE-UP

Under the current distribution arrangements between the Company and the
Distributor, Class Z, Class A*, Class B* and Class I shares are sold at NAV and
Class C* shares are sold with a 1% sales charge. Using the NAV of each Fund at
September 30, 1999, the maximum offering price of each Fund's shares is as
follows:

<TABLE>
<CAPTION>
PRUDENTIAL PRUDENTIAL PRUDENTIAL
BOND MARKET EUROPE PRUDENTIAL PACIFIC SMALL-CAP PRUDENTIAL STOCK
INDEX FUND INDEX FUND INDEX FUND INDEX FUND INDEX FUND
----------- ------ ------------------ --------- ----------------
<S> <C> <C> <C> <C> <C>
CLASS Z

Net asset value, redemption price
and offering price per Class Z share $10.25 $12.16 $10.76 $9.26 $28.96

CLASS I

Net asset value, redemption price
and offering price per Class I share N/A N/A N/A N/A $28.99

</TABLE>

- ----------
* Class B and Class C shares of Prudential Stock Index Fund are subject to a
contingent deferred sales charge on certain redemptions. Class A, B and C
shares of Prudential Stock Index Fund were not available on September 30,
1999.

B-34
<PAGE>

SELECTING A PURCHASE ALTERNATIVE (PRUDENTIAL STOCK INDEX FUND ONLY)

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

If you qualify for Class I shares, it is more advantageous to purchase
them than any other class of shares. If you qualify to purchase Class Z shares,
it is more advantageous to purchase them than Class A, Class B or Class C
shares. If you qualify for Class A shares, it is more advantageous for you to
purchase Class A shares over either Class B or Class C shares regardless of how
long you intend to hold your investment.

CLASS A SHARES

BENEFIT PLANS. Certain individual and group retirement and savings plans
may purchase Class A shares if they meet the required minimum for amount of
assets, average account balance or number of eligible employees. For more
information about these requirements, call Prudential at (800) 353-2847.

OTHER WAIVERS. In addition, Class A shares may be purchased through the
Distributor or the Transfer Agent by:

o officers of the Prudential Mutual Funds (including the Company),

o employees of the Distributor, Prudential Securities, PIFM and their
subsidiaries and members of the families of such persons who
maintain an "employee related" account at Prudential Securities or
the Transfer Agent,

o employees of subadvisers of the Prudential Mutual Funds provided
that purchases at NAV are permitted by such person's employer,

o Prudential, employees and special agents of Prudential and its
subsidiaries and all persons who have retired directly from active
service with Prudential or one of its subsidiaries,

o members of the Board of Directors of Prudential,

o real estate brokers, agents and employees of real estate brokerage
companies affiliated with The Prudential Real Estate Affiliates who
maintain an account at Prudential Securities, Pruco Securities
Corporation or with the Transfer Agent,

o registered representatives and employees of brokers who have entered
into a selected dealer agreement with the Distributor provided that
purchases at NAV are permitted by such person's employer,

o investors who have a business relationship with a financial adviser
who joined Prudential Securities from another investment firm,
provided that (1) the purchase is made within 180 days of the
commencement of the financial adviser's employment at Prudential
Securities, or within one year in the case of Benefit Plans, (2) the
purchase is made with proceeds of a redemption of shares of any
open-end non-money market fund sponsored by the financial adviser's
previous employer (other than a fund which imposes a distribution or
service fee of .25 of 1% or less) and (3) the financial adviser
served as the client's broker on the previous purchase,

o investors in Individual Retirement Accounts, provided the purchase
is made in a directed rollover to such Individual Retirement Account
or with the proceeds of a tax-free rollover of assets from a Benefit
Plan for which Prudential provides administrative or recordkeeping
services and further provided that such purchase is made within 60
days of receipt of the Benefit Plan distribution,

o orders placed by broker-dealers, investment advisers or financial
planners who have entered into an agreement with the Distributor,
who place trades for their own accounts or the accounts of their
clients and who charge a management, consulting or other fee for
their services (for example, mutual fund "wrap" or asset allocation
programs), and

o orders placed by clients of broker-dealers, investment advisers or
financial planners who place trades for customer accounts if the
accounts are linked to the master account of such broker-dealer,
investment adviser or financial planner and the broker-dealer,
investment adviser or financial planner charges the clients a
separate fee for its services (for example, mutual fund "supermarket
programs").

B-35
<PAGE>

Broker-dealers, investment advisers or financial planners sponsoring
fee-based programs (such as mutual fund "wrap" or asset allocation programs and
mutual fund "supermarket" programs) may offer their clients more than one class
of shares in Prudential Stock Index Fund in connection with different pricing
options for their programs. Investors should consider carefully any separate
transaction and other fees charged by these programs in connection with
investing in each available share class before selecting a share class.

For an investor to purchase Class A shares, at the time of the sale either
the Transfer Agent must be notified directly by the investor or the Distributor
must be notified by the broker facilitating the transaction that the sale
qualifies. The sale will be effected subject to confirmation of your
entitlement.

COMBINED PURCHASE AND CUMULATIVE PURCHASE PRIVILEGE. If an investor or
eligible group of related investors purchases Class A shares of Prudential Stock
Index 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 of Class A shares of other Prudential Mutual
Funds.

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

o an individual,

o the individual's spouse, their children and their parents,

o the individual's and spouse's Individual Retirement Account (IRA),

o 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),

o a trust created by the individual, the beneficiaries of which are
the individual, his or her spouse, parents or children,

o a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act
account created by the individual or the individual's spouse, and

o one or more employee benefit plans of a company controlled by an
individual.

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

CLASS B SHARES

The offering price of Class B shares for investors choosing one of the
deferred sales charge alternatives is the NAV next determined following receipt
of an order in proper form by the Transfer Agent, your broker or the
Distributor. Although there is no sales charge imposed at the time of purchase,
redemptions of Class B shares may be subject to a CDSC. See "Sale of
Shares--Contingent Deferred Sales Charge" below.

The Distributor will pay, from its own resources, sales commissions of up
to 4% of the purchase price of Class B shares to brokers, financial advisers and
other persons who sell Class B shares at the time of sale. This facilitates the
ability of Prudential Stock Index Fund to sell the Class B shares without an
initial sales charge being deducted at the time of purchase. The Distributor
anticipates that it will recoup its advancement of sales commissions from the
combination of the CDSC and the distribution fee.

CLASS C SHARES

The offering price of Class C shares is the next determined NAV plus a 1%
sales charge. In connection with the sale of Class C shares, the Distributor
will pay, from its own resources, brokers, financial advisers and other

B-36
<PAGE>

persons which distribute Class C shares a sales commission of up to 2% of the
purchase price at the time of the sale.

WAIVER OF INITIAL SALES CHARGE--CLASS C SHARES

BENEFIT PLANS. Certain group retirement plans may purchase Class C shares
without the initial sales charge. For more information, call Prudential at (800)
353-2847.

INVESTMENT OF REDEMPTION PROCEEDS FROM OTHER INVESTMENT COMPANIES.
Investors may purchase Class C shares at NAV, without the initial sales charge,
with the proceeds from the redemption of shares of any unaffiliated registered
investment company which were not held through an account with any Prudential
affiliate. Such purchases must be made within 60 days of the redemption.
Investors eligible for this waiver include: (1) investors purchasing shares
through an account at Prudential Securities; (2) investors purchasing shares
through an ADVANTAGE Account or an Investor Account with Prusec; and (3)
investors purchasing shares through other brokers. This waiver is not available
to investors who purchase shares directly from the Transfer Agent. You must
notify the Transfer Agent directly or through your broker if you are entitled to
this waiver and provide the Transfer Agent with such supporting documents as it
may deem appropriate.

CLASS Z SHARES

BENEFIT PLANS. Certain group retirement plans may purchase Class Z shares
of a Fund if they meet the required minimum for amount of assets, average
account balance or number of eligible employees. For more information about
these requirements, call Prudential at (800) 353-2847.

MUTUAL FUND PROGRAMS. Class Z shares also can be purchased by participants
in any fee-based program or trust program sponsored by Prudential or an
affiliate that includes a Fund as an available option. Class Z shares also can
be purchased by investors in certain programs sponsored by broker-dealers,
investment advisers and financial planners who have agreements with Prudential
Investments Advisory Group relating to:

o Mutual fund "supermarket" programs where the sponsor links its
clients' accounts to a master account in the sponsor's name and the
sponsor charges a fee for its services.

Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Fund in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

OTHER TYPES OF INVESTORS. Class Z shares also are available for purchase
by the following categories of investors:

o Participant MasterShare accounts held at Prudential Securities,

o certain participants in the MEDLEY Program (group variable annuity
contracts) sponsored by Prudential for whom Class Z shares of the
Prudential Mutual Funds are an available option,

o current and former Director/Trustees of the Prudential Mutual Funds
(including the Company), and

o Prudential, with an investment of $10 million or more.

In connection with the sale of Class Z shares, the Manager, the
Distributor or one of their affiliates may pay brokers, financial advisers and
other persons which distribute shares a finder's fee, from its own resources,
based on a percentage of the net asset value of shares sold by such persons.

B-37
<PAGE>

CLASS I SHARES

BENEFIT PLANS. Certain group retirement plans may purchase Class I shares
of Prudential Stock Index Fund if they meet the required minimum for amount of
assets, average account balance or number of eligible employees. For more
information about these requirements, call Prudential at (800) 353-2847.

RIGHTS OF ACCUMULATION

Reduced sales charges are 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 a Fund and shares of other
Prudential Mutual Funds (excluding money market funds other than those acquired
pursuant to the exchange privilege) to determine the reduced sales charge.
Rights of accumulation may be applied across the classes of shares of the
Prudential Mutual Funds. However, the value of shares held directly with the
Transfer Agent and through your broker will not be aggregated to determine the
reduced sales charge. The value of existing holdings for purposes of determining
the reduced sales charge is calculated using the maximum offering price (NAV
plus maximum sales charge) as of the previous business day.

The Distributor or the Transfer Agent must be notified at the time of
purchase that the shareholder is entitled to a reduced sales charge. The reduced
sales charge 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.

SALE OF SHARES

You can redeem your shares at any time for cash at the NAV next determined
after the redemption request is received in proper form (in accordance with
procedures established by the Transfer Agent in connection with investors'
accounts) by the Transfer Agent, the Distributor or your broker. In certain
cases, however, redemption proceeds will be reduced by the amount of any
applicable CDSC, as described below. See "Contingent Deferred Sales Charge"
below. If you are redeeming your shares through a broker, your broker must
receive your sell order before the Fund computes its NAV for that day (that is,
4:15 P.M., New York time) in order to receive that day's NAV. Your broker will
be responsible for furnishing all necessary documentation to the Distributor and
may charge you for its services in connection with redeeming shares of the Fund.

If you hold shares of a Fund through Prudential Securities, you must
redeem your shares through Prudential Securities. Please contact your Prudential
Securities financial adviser.

If you hold shares in non-certificate form, a written request for
redemption signed by you exactly as the account is registered is required. If
you hold certificates, the certificates, signed in the name(s) shown on the face
of the certificates, must be received by the Transfer Agent, the Distributor or
your broker in order for the redemption request to be processed. If redemption
is requested by a corporation, partnership, trust or fiduciary, written evidence
of authority acceptable to the Transfer Agent must be submitted before such
request will be accepted. All correspondence and documents concerning
redemptions should be sent to the Fund in care of its Transfer Agent, Prudential
Mutual Fund Services LLC, Attention: Redemption Services, P.O. Box 15010, New
Brunswick, New Jersey 08906-5010, the Distributor or to your broker.

SIGNATURE GUARANTEE. If the proceeds of the redemption (1) exceed
$100,000, (2) are to be paid to a person other than the record owner, (3) are to
be sent to an address other than the address on the Transfer Agent's records, or
(4) are to be paid to a corporation, partnership, trust or fiduciary, and your
shares are held directly with the Transfer Agent, the signature(s) on the
redemption request and on the certificates, if any, or stock power must be
guaranteed by an "eligible guarantor institution." An "eligible guarantor
institution" includes any bank, broker, dealer or credit union. The Transfer
Agent reserves the right to request additional information from, and make
reasonable inquiries of, any eligible guarantor institution. For clients of
Prusec, a signature guarantee may be obtained from the agency or office manager
of most Prudential Insurance and Financial Services or Preferred Services
offices. In the case of redemptions from a PruArray Plan, if the proceeds of the
redemption are invested in another investment option of the plan in the name of
the record holder and at the same address as reflected in the Transfer Agent's
records, a signature guarantee is not required.

B-38
<PAGE>

Payment for shares presented for redemption will be made by check within
seven days after receipt by the Transfer Agent, the Distributor or your broker
of the certificate and/or written request, except as indicated below. If you
hold shares through a broker, payment for shares presented for redemption will
be credited to your account at your broker, unless you indicate otherwise. Such
payment may be postponed or the right of redemption suspended at times (1) when
the New York Stock Exchange is closed for other than customary weekends and
holidays, (2) when trading on such Exchange is restricted, (3) when an emergency
exists as a result of which disposal by the Fund of securities owned by it is
not reasonably practicable or it is not reasonably practicable for the Fund
fairly to determine the value of its net assets, or (4) during any other period
when the Commission, by order, so permits; provided that applicable rules and
regulations of the Commission shall govern as to whether the conditions
prescribed in (2), (3) or (4) exist.

REDEMPTION IN KIND. If the Trustees determine that it would be detrimental
to the best interests of the remaining shareholders of a Fund to make payment
wholly or partly in cash, the Fund may pay the redemption price in whole or in
part by a distribution in kind of securities from the investment portfolio of
the Fund, in lieu of cash, in conformity with applicable rules of the
Commission. Securities will be readily marketable and will be valued in the same
manner as in a regular redemption. If your shares are redeemed in kind, you
would incur transaction costs in converting the assets in cash. Each Fund,
however, has elected to be governed by Rule 18f-1 under the Investment Company
Act, under which the Fund is obligated to redeem shares solely in cash up to the
lesser of $250,000 or 1% of the NAV of the Fund during any 90-day period for any
one shareholder.

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

CONTINGENT DEFERRED SALES CHARGE

Redemptions of Class B shares will be subject to a contingent deferred
sales charge or CDSC declining from 5% to zero over a six-year period. Class C
shares redeemed within 18 months of purchase will be subject to a 1% of CDSC.
The CDSC will be deducted from the redemption proceeds and reduce the amount
paid to you. The CDSC will be imposed on any redemption by you which reduces the
current value of your Class B or Class C shares to an amount which is lower than
the amount of all payments by you for shares during the preceding six years, in
the case of Class B shares, and 18 months, in the case of Class C shares. A CDSC
will be applied on the lesser of the original purchase price or the current
value of the shares being redeemed. Increases in the value of your shares or
shares acquired through reinvestment of dividends or distributions are not
subject to a CDSC. The amount of any CDSC will be paid to and retained by the
Distributor.

The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of shares until the time of redemption
of such shares. Solely for purposes of determining the number of years from the
time of any payment for the purchase of shares, all payments during a month will
be aggregated and deemed to have been made on the last day of the month. The
CDSC will be calculated from the first day of the month after the initial
purchase, excluding the time shares were held in a money market fund.

The following table sets forth the rates of the CDSC applicable to
redemption of Class B shares:

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<PAGE>

CONTINGENT DEFERRED SALES
CHARGE AS A PERCENTAGE
YEAR SINCE PURCHASE OF DOLLARS INVESTED OR
PAYMENT MADE REDEMPTION PROCEEDS
------------ -------------------

First.................................... 5.0%
Second................................... 4.0%
Third.................................... 3.0%
Fourth................................... 2.0%
Fifth.................................... 1.0%
Sixth.................................... 1.0%
Seventh.................................. None

In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible rate.
It will be assumed that the redemption is made first of amounts representing
shares acquired pursuant to the reinvestment of dividends and distributions;
then of amounts representing the increase in NAV above the total amount of
payments for the purchase of Class B shares made during the preceding six years
and 18 months for Class C shares; then of amounts representing the cost of
shares held beyond the applicable CDSC period; and finally, of amounts
representing the cost of shares held for the longest period of time within the
applicable CDSC period.

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

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

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

The CDSC also will be waived in the case of a total or partial redemption
in connection with certain distributions made without penalty under the Internal
Revenue Code from a tax-deferred retirement plan, an IRA or Section 403(b)
custodial account. For more information, call Prudential at (800) 353-2847.

Finally, the CDSC will be waived to the extent that the proceeds from
shares redeemed are invested in Prudential Mutual Funds, The Guaranteed
Investment Account, the Guaranteed Insulated Separate Account or units of The
Stable Value Fund.

SYSTEMATIC WITHDRAWAL PLAN. The CDSC will be waived (or reduced) on
certain redemptions from a Systematic Withdrawal Plan. On an annual basis, up to
12% of the total dollar amount subject to the CDSC may be redeemed without
charge. The Transfer Agent will calculate the total amount available for this
waiver annually on the anniversary date of your purchase. The CDSC will be
waived (or reduced) on redemptions until this threshold 12% is reached.

In addition, the CDSC will be waived on redemptions of shares held by
Trustees of the Company.

You must notify the Company's Transfer Agent either directly or through
your broker at the time of redemption, that you are entitled to waiver of the
CDSC and provide the Transfer Agent with such supporting documentation as it may
deem appropriate. The waiver will be granted subject to confirmation of your
entitlement. In connection with any waiver of the CDSC, the Transfer Agent will
require you to submit the supporting documentation set forth below.

B-40
<PAGE>

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 substantial letter from a physician on the
gainful activity by reason of any physician's letterhead stating
medically determinable physical or that the shareholder (or, in the
mental impairment which can be case of a trust, the grantor (a
expected to result in death or to be copy of the trust agreement
of long-continued and indefinite identifying the grantor will be
duration. required as well)) is permanently
disabled. The letter must also
indicate the date of disability.

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

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

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

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

WAIVER OF CONTINGENT DEFERRED SALES CHARGE--CLASS C SHARES

BENEFIT PLANS. The CDSC will be waived for redemptions by certain group
retirement plans for which Prudential or brokers not affiliated with Prudential
provide administrative or recordkeeping services. The CDSC also will be waived
for certain redemptions by benefit plans sponsored by Prudential and its
affiliates. For more information, call Prudential at (800) 353-2847.

CONVERSION FEATURE--CLASS B SHARES

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

Since Prudential Stock Index Fund tracks amounts paid rather than the
number of shares bought on each purchase of Class B shares, the number of Class
B shares eligible to convert to Class A shares (excluding shares acquired
through the automatic reinvestment of dividends and other distributions) (the
Eligible Shares) will be determined on each conversion date in accordance with
the following formula: (1) the ratio of (a) the amounts paid for Class B shares
purchased at least seven years prior to the conversion date to (b) the total
amount paid for all Class B shares purchased and then held in your account (2)
multiplied by the total number of Class B shares purchased and then held in your
account. Each time any Eligible Shares in your account convert to Class A
shares, all shares or amounts representing Class B shares then in your account
that were acquired through the automatic reinvestment of dividends and other
distributions will convert to Class A shares.

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

B-41
<PAGE>

Manager reserves the right to modify the formula for determining the number of
Eligible Shares in the future as it deems appropriate on notice to shareholders.

Since annual distribution-related fees are lower for Class A shares than
Class B shares, the per share NAV of the Class A shares may be higher than that
of the Class B shares at the time of conversion. Thus, although the aggregate
dollar value will be the same, you may receive fewer Class A shares than Class B
shares converted.

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

The conversion feature may be subject to the continuing availability of
opinions of counsel or rulings of the Internal Revenue Service (1) that the
dividends and other distributions paid on Class A, Class B, Class C, Class I and
Class Z shares will not constitute "preferential dividends" under the Internal
Revenue Code and (2) that the conversion of shares does not constitute a taxable
event. The conversion of Class B shares into Class A shares may be suspended if
such opinions or rulings are no longer available. If conversions are suspended,
Class B shares of Prudential Stock Index Fund will continue to be subject,
possibly indefinitely, to their higher annual distribution and service fee.

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 at
net asset value per share. 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
broker. Any shareholder who receives dividends or distributions in cash may
subsequently reinvest any such dividend or distribution at NAV by returning the
check or the proceeds to the Transfer Agent within 30 days after the payment
date. Such reinvestment will be made at the NAV per share next determined after
receipt of the check by the Transfer Agent. Shares purchased with reinvested
dividends or distributions will not be subject to any CDSC upon redemption.

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 the relative NAV next determined after
receipt of an order in proper form. An exchange will be treated as a redemption
and purchase for tax purposes. 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.

B-42
<PAGE>

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

In order to exchange shares by telephone, you must authorize telephone
exchanges on your initial application form or by written notice to the Transfer
Agent and hold shares in non-certificate form. Thereafter, you may call the
Company at (800) 225-1852 to execute a telephone exchange of shares, on
weekdays, except holidays, between the hours of 8:00 A.M. and 6:00 P.M., New
York time. For your protection and to prevent fraudulent exchanges, your
telephone call will be recorded and you will be asked to provide your personal
identification number. A written confirmation of the exchange transaction will
be sent to you. Neither the Company nor its agents will be liable for any loss,
liability or cost which results from acting upon instructions reasonably
believed to be genuine under the foregoing procedures. All exchanges will be
made on the basis of the relative NAV of the two funds next determined after the
request is received in good order.

If you hold shares through Prudential Securities, you must exchange your
shares by contacting your Prudential Securities financial adviser.

If you hold certificates, the certificates must be returned in order for
the shares to be exchanged.

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

In periods of severe market or economic conditions the telephone exchange
of shares may be difficult to implement and you should make exchanges by mail by
writing to Prudential Mutual Fund Services LLC, at the address noted above.

CLASS Z. Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds, if the investor is eligible to purchase Class Z shares
of other Prudential Mutual Funds or, if not eligible, the investor may exchange
Class Z shares for Class A shares of other Prudential Mutual Funds.

CLASS I. Class I shares of Prudential Stock Index Fund may be exchanged
for Class Z shares of other Prudential Mutual Funds.

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

The following money market funds participate in the Class A exchange
privilege:

Prudential California Municipal Fund
(California Money Market Series)

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

Prudential Municipal Series Fund
(Connecticut Money Market Series)
(Massachusetts Money Market Series)

(New Jersey Money Market Series)
(New York Money Market Series)

Prudential MoneyMart Assets, Inc. (Class A shares)

Prudential Tax-Free Money Fund, Inc.

CLASS B AND CLASS C. Shareholders of Prudential Stock Index Fund may
exchange their Class B shares and Class C shares of the Fund for Class B and
Class C shares of certain other Prudential Mutual Funds and shares of Prudential
Special Money Market Fund, Inc., a money market fund. No CDSC will be payable
upon such exchange, but a CDSC may be payable upon the redemption of the Class B
and Class C shares acquired as a result of an exchange. The applicable sales
charge will be that imposed by the fund in which shares were initially purchased

B-43
<PAGE>

and the purchase date will be deemed to be the first day of the month after the
initial purchase, rather than the date of the exchange.

Class B and Class C shares of the Fund may also be exchanged for shares of
an eligible money market fund without imposition of any CDSC at the time of
exchange. Upon subsequent redemption from such money market fund or after
re-exchange into the Fund, such shares will be subject to the CDSC calculated
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 the Fund from a money market fund during the month
(and are held in the Fund at the end of month), the entire month will be
included in the CDSC holding period. Conversely, if shares are exchanged into a
money market fund prior to the last day of the month (and are held in the money
market fund on the last day of the month), the entire month will be excluded
from the CDSC holding period. For purposes of calculating the seven year holding
period applicable to the Class B conversion feature, the time period during
which Class B shares were held in a money market fund will be excluded.

At any time after acquiring shares of other funds participating in the
Class B or Class C exchange privilege, a shareholder may again exchange those
shares (and any reinvested dividends and distributions) for Class B or Class C
shares of the Fund 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.

SPECIAL EXCHANGE PRIVILEGES. A special exchange privilege is available for
Prudential Stock Index Fund shareholders who qualify to purchase Class A shares
or Class Z shares. Under this exchange privilege, amounts representing any Class
B and Class C shares which are not subject to a CDSC held in such a
shareholder's account will be automatically exchanged for Class A shares for
shareholders who qualify to purchase Class A shares on a quarterly basis, unless
the shareholder elects otherwise.

Shareholders who qualify to purchase Class Z shares will have their Class
B and Class C shares which are not subject to a CDSC and their Class A shares
exchanged for Class Z shares on a quarterly basis. Eligibility for this exchange
privilege will be calculated on the business day prior to the date of the
exchange. Amounts representing Class B or Class C shares which are not subject
to a CDSC including the following: (1) amounts representing Class B or Class C
shares acquired pursuant to the automatic reinvestment of dividends and
distributions, (2) amounts representing the increase in the NAV above the total
amount of payments for the purchase of Class B or Class C shares and (3) amounts
representing Class B or Class C shares held beyond the applicable CDSC period.
Class B and Class C shareholders must notify the Transfer Agent either directly
or through Prudential Securities, Prusec or another broker that they are
eligible for this special exchange privilege.

Participants in any fee-based program for which Prudential Stock Index
Fund is an available option will have their Class A shares, if any, exchanged
for Class Z shares when they elect to have those assets become a part of the
fee-based program. Upon leaving the program (whether voluntarily or not), such
Class Z shares (and, to the extent provided for in the program, Class Z shares
acquired through participation in the program) will be exchanged for Class A
shares at NAV. Similarly, participants in Prudential Securities' 401(k) Plan for
which the Fund's Class Z shares is an available option and who wish to transfer
their Class Z shares out of the Prudential Securities 401(k) Plan following
separation from service (that is, voluntary or involuntary termination of
employment or retirement) will have their Class Z shares exchanged for Class A
shares at NAV.

Additional details about the exchange privilege and prospectuses for each
of the Prudential Mutual Funds are available from the Company's Transfer Agent,
the Distributor or your broker. The exchange privilege may be modified,
terminated or suspended on 60 days' notice and any fund, including the Fund, or
the Distributor has the right to reject any exchange application relating to
such fund's shares.

B-44
<PAGE>

DOLLAR COST AVERAGING

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

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

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

<TABLE>
<CAPTION>
PERIOD OF MONTHLY INVESTMENTS: $100,000 $150,000 $200,000 $250,000
------------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
25 Years....................... $ 105 $ 158 $ 210 $ 263
20 Years....................... 170 255 340 424
15 Years....................... 289 433 578 722
10 Years....................... 547 820 1,093 1,366
5 Years....................... 1,361 2,041 2,721 3,402
</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 Investment Plan."

AUTOMATIC INVESTMENT PLAN (AIP)

Under AIP, 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
brokerage account (including a Prudential Securities 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 AIP participants.

Further information about this program and an application form can be
obtained from the Transfer Agent, the Distributor or your broker.

SYSTEMATIC WITHDRAWAL PLAN

A systematic withdrawal plan is available to shareholders through the
Distributor, your broker or the Transfer Agent. Such withdrawal plan provides
for monthly, quarterly, semi-annual or annual redemption 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.

In the case of shares held through the Transfer Agent (1) a $10,000
minimum account value applies, (2) withdrawals may not be for less than $100 and
(3) the shareholder must elect to have all dividends and/or distributions
automatically reinvested in additional full and fractional shares at NAV on
shares held under this plan. See "Shareholder Investment Account--Automatic
Reinvestment of Dividends and Distributions."

The Distributor, Transfer Agent or your broker acts as an agent for the
shareholder in redeeming sufficient full and fractional shares to provide the
amount of the systematic 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.

B-45
<PAGE>

Withdrawal payments should not be considered as dividends, yield or
income. If systematic 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 CDSC applicable to the redemption of Class B and
Class C shares of Prudential Stock Index Fund. Each shareholder should consult
his or her own tax adviser with regard to the tax consequences of the plan,
particularly if used in connection with a retirement plan.

TAX-DEFERRED RETIREMENT PLANS

Various tax-deferred 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 and other
details are available from the Distributor or the Transfer Agent.

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

TAX-DEFERRED RETIREMENT ACCOUNTS

INDIVIDUAL RETIREMENT ACCOUNTS. An individual retirement account (IRA)
permits the deferral of federal income tax on income earned in the account until
the earnings are withdrawn. The following chart represents a 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 a traditional IRA account will be subject to tax when
withdrawn from the account. Distributions from a Roth IRA which meet the
conditions required under the Internal Revenue Code will not be subject to
tax upon withdrawal from the account.

MUTUAL FUND PROGRAMS

From time to time, the Company (or a Fund of the Company) may be included
in a mutual fund program with other Prudential Mutual Funds. Under such a
program, a group of portfolios will be selected and thereafter marketed
collectively. Typically, these programs are created with an investment theme,
such as 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 a program. Since the allocation of portfolios included in the program may not
be appropriate for all investors, investors should consult their financial

B-46
<PAGE>

adviser 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

Each Fund's net asset value per share or NAV is determined by subtracting
its liabilities from the value of its assets and dividing the remainder by the
number of shares outstanding. NAV is calculated separately for each class of
Prudential Stock Index Fund. Each Fund will compute its NAV at 4:15 P.M., New
York time, on each day the New York Stock Exchange is open for trading except on
days on which no orders to purchase, sell or redeem Fund shares have been
received or days on which changes in the value of the Fund's portfolio
securities do not affect NAV. In the event the New York Stock Exchange closes
early on any business day, the NAV of each Fund's shares shall be determined at
a time between such closing and 4:15 P.M., New York time. The New York Stock
Exchange is closed on the following holidays: New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

Under the Investment Company Act, the Trustees are responsible for
determining in good faith the fair value of securities of each Fund. In
accordance with procedures adopted by the Trustees, the value of investments
listed on a securities exchange and NASDAQ National Market System securities
(other than options on stock and stock indexes) are valued at the last sales
price on such exchange system on the day of valuation, or, if there was no sale
on such day, the mean between the last bid and asked prices on such day, or at
the bid price on such day in the absence of an asked price. Corporate bonds
(other than convertible debt securities) and U.S. Government securities that are
actively traded in the over-the-counter market, including listed securities for
which the primary market is believed by the Manager in consultation with the
Subadviser to be over-the-counter, are valued on the basis of valuations
provided by an independent pricing agent or principal market maker which uses
information with respect to transactions in bonds, quotations from bond dealers,
agency ratings, market transactions in comparable securities and various
relationships between securities in determining value. Convertible debt
securities that are actively traded in the over-the-counter market, including
listed securities for which the primary market is believed by the Manager in
consultation with the Subadviser to be over-the-counter, are valued at the mean
between the last reported bid and asked prices provided by principal market
makers. Options on stock and stock indexes traded on an exchange are valued at
the mean between the most recently quoted bid and asked prices on the respective
exchange and futures contracts and options thereon are valued at their last
sales prices as of the close of trading on the applicable commodities exchange
or board of trade or, if there was no sale on the applicable commodities
exchange or board of trade on such day, at the mean between the most recently
quoted bid and asked prices on such exchange or board of trade. Quotations of
foreign securities in a foreign currency are converted to U.S. dollar
equivalents at the current rate obtained from a recognized bank or dealer and
forward currency exchange contracts are valued at the current cost of covering
or offsetting such contracts. Should an extraordinary event, which is likely to
affect the value of the security, occur after the close of an exchange on which
a portfolio security is traded, such security will be valued at fair value
considering factors determined in good faith by the investment adviser under
procedures established by and under the general supervision of the Fund's
Trustees.

Securities or other assets for which reliable market quotations are not
readily available, or for which the pricing agent or principal market maker does
not provide a valuation or methodology or provides a valuation or methodology
that, in the judgment of the Manager or Subadviser (or Valuation Committee or
Board of Trustees), does not represent fair value, are valued by the Valuation
Committee or Board of Trustees in consultation with the Manager or the
Subadviser, including its portfolio manager, traders, and its research and
credit analysts, on the basis of the following factors: cost of the security,
transactions in comparable securities, relationships among various securities
and such other factors as may be determined by the Manager, Subadviser, Board of
Trustees or Valuation Committee to materially affect the value of the security.
Short-term debt securities are valued at cost, with interest accrued or discount
amortized to the date of maturity, if their original maturity was 60 days or
less, unless this is determined by the Trustees not to represent fair value.
Short-term securities with remaining maturities of more than 60 days, for which
market quotations are readily available, are valued at their current market
quotations as supplied by an independent pricing agent or principal market
maker.

B-47
<PAGE>

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 Pacific securities exchanges and OTC
markets is normally completed well before the close of business on each business
day in New York (that is, a day on which the NYSE is open for trading). In
addition, European or Pacific 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 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.

Although the legal rights of each class of shares of Prudential Stock
Index Fund are substantially identical, the different expenses borne by each
class will result in different NAVs. The NAV of Class B and Class C shares will
generally be lower than the NAV of Class A shares as a result of the larger
distribution-related fee to which Class B and Class C shares are subject. The
NAV of Class I and Class Z shares will generally be higher than the NAV of Class
A, Class B or Class C shares as a result of the fact that Class I and Class Z
shares are not subject to any distribution or service fee. It is expected,
however, that the NAV per share of each class will tend to converge immediately
after the recording of dividends, if any, which will differ by approximately the
amount of the distribution and/or service fee expense accrual differential among
the classes.

TAXES, DIVIDENDS AND DISTRIBUTIONS

Each Fund has elected to qualify and intends to remain qualified as a
regulated investment company under Subchapter M of the Internal Revenue Code.
This relieves the Fund (but not its shareholders) from paying federal income tax
on income and capital gains which are distributed to shareholders, and permits
net capital gains of the Fund (that is, the excess of net long-term capital
gains over net short-term capital losses) to be treated as long-term capital
gains of the shareholders, regardless of how long shareholders have held their
shares in the Fund. Net capital gains of a Fund which are available for
distribution to shareholders will be computed by taking into account any capital
loss carryforward of the Fund.

Qualification of a Fund as a regulated investment company requires, among
other things, that (a) the Fund derive at least 90% of its annual gross income,
without reduction for losses from the sale or other disposition of securities or
foreign currencies, from payments with respect to securities loans, interest,
dividends and gains from the sale or other disposition of securities or options
thereon or foreign currencies, or other income (including but not limited to
gains from options, futures or forward contracts) derived with respect to its
business of investing in such securities or currencies; (b) the Fund diversify
its holdings so that, at the end of each quarter of the taxable year, (1) at
least 50% of the value of the Fund's assets is represented by cash, U.S.
Government securities and other securities limited in respect of any one issuer
to an amount not greater than 5% of the value of the assets of the Fund and 10%
of the outstanding voting securities of such issuer, and (2) not more than 25%
of the value of its assets is invested in the securities of any one issuer
(other than U.S. Government securities); and (c) the Fund

B-48
<PAGE>

distribute to its shareholders at least 90% of its net investment income and net
short-term gains (that is, the excess of net short-term capital gains over net
long-term capital losses) in each year.

Gains or losses on sales of securities by a Fund will be treated as
long-term capital gains or losses if the securities have been held by it for
more than one year, except in certain cases where the Fund acquires a put or
writes a call thereon or otherwise holds an offsetting position with respect to
the securities. Other gains or losses on the sale of securities will be
short-term capital gains or losses. Gains and losses on the sale, lapse or other
termination of options on securities will be treated as gains and losses from
the sale of securities. If an option written by the Fund on securities lapses or
is terminated through a closing transaction, such as a repurchase by the Fund of
the option from its holder, the Fund will generally realize short-term capital
gain or loss. If securities are sold by the Fund pursuant to the exercise of a
call option written by it, the Fund will include the premium received in the
sale proceeds of the securities delivered in determining the amount of gain or
loss on the sale. If securities are purchased by the Fund pursuant to the
exercise of a put option written by it, the Fund will subtract the premium
received from its cost basis in the securities purchased. Certain transactions
of the Fund may be subject to wash sale, short sale, constructive sale, straddle
and anti-conversion provisions of the Internal Revenue Code which may, among
other things, require the Fund to defer recognition of losses. In addition, debt
securities acquired by the Fund may be subject to original issue discount and
market discount rules which, respectively, may cause the Fund to accrue income
in advance of the receipt of cash with respect to interest or cause gains to be
treated as ordinary income.

Special rules will apply to most options on stock indexes, futures
contracts and options thereon, and foreign currency forward contracts in which a
Fund may invest. These investments will generally constitute "Section 1256
contracts" and will be required to be "marked to market" for federal income tax
purposes at the end of the Fund's taxable year; that is, treated as having been
sold at market value. Except with respect to certain foreign currency forward
contracts, 60 percent of any gain or loss recognized on these "deemed sales" and
on actual dispositions will be treated as long-term capital gain or loss, and
the remainder will be treated as short-term capital gain or loss.

Forward currency contracts, options and futures contracts entered into by
a Fund may create "straddles" for federal income tax purposes. Positions which
are part of a straddle will be subject to certain wash sale, short sale and
constructive sale provisions of the Internal Revenue Code. In the case of a
straddle, the Fund may be required to defer the recognition of losses on
positions it holds to the extent of any unrecognized gain on offsetting
positions held by the Fund.

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

Shareholders electing to receive dividends and distributions in the form
of additional shares will have a cost basis for federal income tax purposes in
each share so received equal to the NAV of a share of the relevant Fund on the
reinvestment date.

Each Fund is required under the Internal Revenue Code to distribute 98% of
its ordinary income in the same calendar year in which it is earned. Each Fund
also is required to distribute during the calendar year 98% of the capital gain
net income it earned during the twelve months ending on October 31 of such
calendar year. In addition, each Fund must distribute during the calendar year
any undistributed ordinary income and undistributed capital gain net income from
the prior year or the twelve month period ending on October 31 of such prior
year, respectively. To the extent it does not meet these distribution
requirements, a Fund will be subject to a non-

B-49
<PAGE>

deductible 4% excise tax on the undistributed amount. For purposes of this
excise tax, income on which a Fund pays income tax is treated as distributed.

Any dividends or distributions paid shortly after a purchase by an
investor may have the effect of reducing the per share net asset value of the
investor's shares by the per share amount of the dividends or distributions.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to federal income taxes. Therefore, prior to purchasing
shares of a Fund, the investor should carefully consider the impact of dividends
or capital gains distributions which are expected to be or have been announced.

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

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

Income received by a Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Income tax
treaties between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine in advance the effective rate of
foreign tax to which a Fund will be subject, since the amount of the Fund's
assets to be invested in various countries is not known. Foreign shareholders
are advised to consult their own tax advisers with respect to the particular tax
consequences of an investment in a Fund.

A Fund may, from time to time, invest in Passive Foreign Investment
Companies (PFICs). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. If the Fund acquires and holds stock in a PFIC
beyond the end of the year of its acquisition, the Fund will be subject to
federal income tax on a portion of any "excess distribution" received on the
stock or on any gain from disposition of the stock (collectively, PFIC income),
plus interest thereon, even if the Fund distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Fund's investment company taxable income and, accordingly, will not be
taxable to it to the extent that income is distributed to its shareholders. The
Fund may make a "mark-to-market" election with respect to any marketable stock
it holds of a PFIC. If the election is in effect, at the end of the Fund's
taxable year, the Fund will recognize the amount of gains, if any, as ordinary
income with respect to PFIC stock. No loss will be recognized on PFIC stock,
except to the extent of gains recognized in prior years. Alternatively, the
Fund, if it meets certain requirements, may elect to treat any PFIC in which it
invests as a "qualified electing fund," in which case, in lieu of the foregoing
tax and interest obligation, the Fund will be required to include in income each
year its PRO RATA share of the qualified electing fund's annual ordinary
earnings and net capital gain, even if they are not distributed to the Fund;
those amounts would be subject to the distribution requirements applicable to
the Fund described above.

Dividends and distributions also may be subject to state and local taxes.

B-50
<PAGE>

PERFORMANCE INFORMATION

AVERAGE ANNUAL TOTAL RETURN

A Fund may from time to time advertise its average annual total return.
Average annual total return is determined separately for each class.

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

n
P(1+T) = ERV

Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = Ending Redeemable Value (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.

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

The average annual total return for the Class Z shares of Prudential Stock
Index Fund for the one year and five years ended September 30, 1999 and from
commencement of operations (November 5, 1992) through September 30, 1999 was
27.41%, 24.39% and 19.60%, respectively. The average annual total return for
Class I shares of Prudential Stock Index Fundfor the one year ended September
30, 1999 and from the commencement of operations (August 1, 1997) through
September 30, 1999 was 27.55% and 16.30%, respectively. The average annual total
return for the Class Z shares of Prudential Pacific Index Fund from commencement
of operations (September 24, 1997) through September 30, 1999 and for the one
year ended September 30, 1999 was 4.16% and 70.48%, respectively. The average
annual total return from commencement of operations (October 1, 1997) through
September 30, 1999 for Prudential Bond Market Index Fund, Prudential Europe
Index Fund and Prudential Small-Cap Index Fund was 4.91%, 11.94% and (2.37)%,
respectively, and for the year ended September 30, 1999 was (.66)%, 16.86% and
17.65%, respectively.

AGGREGATE TOTAL RETURN

A Fund may also advertise its aggregate total return. Aggregate total
return is determined separately for each class.

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.

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

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

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

B-51
<PAGE>

companies' portfolio securities. The aggregate total return for the one year
ended September 30, 1999 and the period from commencement of operations
(September 24, 1997) through September 30, 1999 for Class Z shares of Prudential
Pacific Index Fund was 70.48% and 8.57%, respectively. The aggregate total
returns for the one year, five years and since inception periods ended September
30, 1999 for Prudential Stock Index Fund's Class Z shares were 27.41%, 197.81%
and 243.84%, respectively. The aggregate total return for Class I shares of
Prudential Stock Index Fund for the one year ended September 30, 1999 and the
period from commencement of operations (August 1, 1997) through September 30,
1999 was 27.55%, and 38.63%, respectively. The aggregate total return since
inception (October 1, 1997) through September 30, 1999 for Prudential Bond
Market Index Fund, Prudential Europe Index Fund and Prudential Small-Cap Index
Fund was 10.05%, 25.24% and (4.68)%, respectively, and for the one year ended
September 30, 1999 was (.66)%, 16.86% and 17.65%, respectively.

A Fund may include comparative performance information in advertising or
marketing the Fund's shares. Such performance information may include data from
Lipper Inc., Morningstar Publications, Inc. and other industry publications,
business periodicals and market indexes. Set forth below is a chart which
compares the performance of different types of investments over the long term
and the rate of inflation.(1)

------------------------------
PERFORMANCE
COMPARISON OF DIFFERENT
TYPES OF INVESTMENTS
OVER THE LONG TERM
(12/31/25-12/31/98)

[The following table was depicted as a bar chart in the printed material.]

COMMON STOCK 11.2%
LONG-TERM GOV'T. BONDS 5.3%
INFLATION 3.1%
------------------------------

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

B-52
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999
PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Moody's Principal
Rating Interest Maturity Amount Value
Description (a) (Unaudited) Rate Date (000) (Note 1)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--93.2%
- ---------------------------------------------------------------------------------------------------------------------------------
Corporate Bonds--19.1%
Finance--8.3%
BankAmerica Corp. Aa3 7.20% 4/15/06 $ 330 $ 331,591
BankAmerica Corp. Aa3 7.50 9/15/06 100 102,024
BankBoston Corp. A2 6.125 3/15/02 115 113,390
Chase Manhattan Corp. A1 7.125 3/01/05 250 253,092
Chemical Bank Aa3 7.00 6/01/05 180 179,514
Citicorp A1 7.625 5/01/05 300 307,731
Donaldson, Lufkin & Jenrette, Inc. A3 6.50 6/01/08 350 328,233
First Union Corp. A2 7.50 7/15/06 110 111,851
Heller Financial, Inc. A3 6.00 3/19/04 200 191,760
Lehman Brothers Holdings, Inc. Baa1 6.625 2/05/06 35 33,545
Merrill Lynch and Co., Inc. Aa3 6.50 4/01/01 60 60,140
Merrill Lynch and Co., Inc. Aa3 6.00 2/17/09 500 456,470
Morgan Stanley Dean Witter Aa3 5.625 1/20/04 400 382,184
Spieker Properties LP Baa2 6.65 12/15/00 325 321,194
Swiss Bank Corp. Aa2 7.00 10/15/15 200 187,040
U.S. West Capital Funding Inc. Baa1 6.875 8/15/01 400 400,280
-----------
3,760,039
- ---------------------------------------------------------------------------------------------------------------------------------
Industrials--6.7%
Coca Cola Enterprises, Inc. A3 8.50 2/01/22 50 54,651
Comcast Corp. Baa3 6.20 11/15/08 400 365,976
Delta Air Lines, Inc. Baa3 9.75 5/15/21 150 170,307
Ford Motor Co. A1 6.375 2/01/29 100 85,553
Ford Motor Co. A1 9.98 2/15/47 220 281,435
General Motors Corp. A2 7.70 4/15/16 280 285,163
IBM Corp. A1 5.625 4/12/04 150 144,843
Lockheed Martin Corp. Baa1 7.70 6/15/08 210 211,329
Lucent Technologies, Inc. A2 6.45 3/15/29 150 134,918
News America Holdings, Inc. Baa3 9.25 2/01/13 200 220,370
Northrop Grumman Corp. Baa3 8.625 10/15/04 200 210,818
Penney (J.C.) & Co. A3 9.05 3/01/01 250 257,182
Rockwell International Corp. A1 6.625 6/01/05 450 447,579
Waste Management, Inc. Ba1 6.625 7/15/02 150 142,023
-----------
3,012,147
- ---------------------------------------------------------------------------------------------------------------------------------
Utilities--4.1%
AT&T Corp. A1 6.00 3/15/09 150 139,308
Carolina Power & Light Co. A2 6.80 8/15/07 70 68,801
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-53
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999
PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Moody's Principal
Rating Interest Maturity Amount Value
Description (a) (Unaudited) Rate Date (000) (Note 1)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Utilities (cont'd.)
Commonwealth Edison Co. Baa2 7.375% 1/15/04 $ 600 $ 604,902
Electric Lightwave Inc. A2 6.05 5/15/04 150 143,598
GTE Corp. Baa1 6.36 4/15/06 250 239,760
GTE Corp. Baa1 7.51 4/01/09 75 77,153
Pacificorp A2 6.375 5/15/08 300 291,459
Sprint Capital Corp. Baa1 6.90 5/01/19 180 167,396
TCI Communications, Inc. A2 8.75 8/01/15 100 111,640
-----------
1,844,017
-----------
Total corporate bonds (cost $8,924,958) 8,616,203
- ---------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities--1.7%
Credit Card Receivables Trust, Series 1998-I Aaa 6.478 12/22/02 264 263,582
World Financial Network Credit Card Master Trust, Series
1996 B, Class A Aaa 6.95 4/15/06 500 501,719
-----------
Total asset backed securities (cost $777,136) 765,301
- ---------------------------------------------------------------------------------------------------------------------------------
Collateralized Mortgage Obligations--1.8%
American Housing Trust, Series VI, Class 1-I Aaa 9.15 5/25/20 128 135,397
Lb Commercial Conduit Mortgage Trust, Series 1998 C1,
Class A3 Aaa 6.48 1/18/08 300 283,714
Shurgard Securities Trust, Series 1, Class 1 AA(b) 8.24 6/15/01 380 386,412
-----------
Total collateralized mortgage obligations (cost $841,932) 805,523
- ---------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--28.7%
Federal Home Loan Mortgage Corp. 8.00 10/01/24 59 60,455
Federal Home Loan Mortgage Corp. 8.00 8/01/27 927 948,435
Federal Home Loan Mortgage Corp. 6.50 11/01/28 879 843,680
Federal Home Loan Mortgage Corp.(a) 6.50 12/01/99 1,000 959,370
Federal Home Loan Mortgage Corp.(a) 7.00 12/01/99 1,000 983,120
Federal National Mortgage Assoc. 7.50 5/01/13 304 308,484
Federal National Mortgage Assoc. 7.50 1/01/14 102 103,845
Federal National Mortgage Assoc. 7.50 4/01/14 395 401,757
Federal National Mortgage Assoc. 6.00 6/01/14 980 942,822
Federal National Mortgage Assoc. 7.50 6/01/26 516 517,273
Federal National Mortgage Assoc. 7.50 11/01/27 435 436,291
Federal National Mortgage Assoc. 7.50 9/01/28 374 375,352
Federal National Mortgage Assoc. 6.00 4/01/29 496 463,112
Federal National Mortgage Assoc. 6.00 6/01/29 498 464,489
Federal National Mortgage Assoc.(a) 6.50 12/01/99 1,500 1,438,125
Federal National Mortgage Assoc.(a) 6.50 12/01/99 500 490,625
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-54
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999
PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Moody's Principal
Rating Interest Maturity Amount Value
Description (a) (Unaudited) Rate Date (000) (Note 1)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities (cont'd.)
Federal National Mortgage Assoc.(a) 7.00% 12/01/99 $ 500 $ 491,250
Federal National Mortgage Assoc.(a) 7.00 12/01/99 200 199,812
Government National Mortgage Assoc. 8.49 1/15/19 127 132,675
Government National Mortgage Assoc. 7.50 4/15/26 51 51,006
Government National Mortgage Assoc. 7.50 4/15/27 320 321,456
Government National Mortgage Assoc. 7.50 8/15/28 550 552,481
Government National Mortgage Assoc.(a) 6.50 9/15/28 963 920,917
Government National Mortgage Assoc.(a) 7.00 12/15/99 500 490,465
-----------
Total mortgage backed securities (cost $13,079,589) 12,897,297
- ---------------------------------------------------------------------------------------------------------------------------------
U.S. Government Obligations--29.9%
United States Treasury Bond(c) 11.875 11/15/03 315 382,086
United States Treasury Bond(c) 10.375 11/15/12 570 714,905
United States Treasury Bond(c) 7.50 11/15/16 250 276,718
United States Treasury Bond(c) 8.125 8/15/19 400 473,436
United States Treasury Bond(c) 7.875 2/15/21 3,075 3,576,133
United States Treasury Bond(c) 8.125 8/15/21 100 119,375
United States Treasury Bond(c) 6.375 8/15/27 120 120,206
United States Treasury Bond(c) 5.25 11/15/28 425 368,356
United States Treasury Note(c) 5.75 11/15/00 200 200,532
United States Treasury Note(c) 5.625 2/28/01 1,100 1,100,682
United States Treasury Note(c) 6.25 1/31/02 975 986,573
United States Treasury Note(c) 6.50 5/31/02 1,680 1,711,500
United States Treasury Note(c) 6.25 8/31/02 480 486,297
United States Treasury Note(c) 5.75 10/31/02 200 200,062
United States Treasury Note 5.75 8/15/03 1,400 1,395,618
United States Treasury Note(c) 6.00 8/15/04 85 85,824
United States Treasury Note(c) 6.50 8/15/05 60 61,435
United States Treasury Note(c) 7.00 7/15/06 680 714,211
United States Treasury Note(c) 5.625 5/15/08 170 165,005
United States Treasury Note(c) 4.75 11/15/08 155 141,098
United States Treasury Note(c) 6.00 8/15/09 160 161,299
-----------
Total U.S. government obligations (cost $13,640,204) 13,441,351
- ---------------------------------------------------------------------------------------------------------------------------------
U.S. Government Agency Obligations--9.6%
Federal Farm Credit Bank 5.25 5/01/02 400 391,478
Federal Home Loan Mortgage Corp. 5.50 5/15/02 700 689,281
Federal National Mortgage Assoc. 5.75 6/15/05 1,200 1,161,372
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-55
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999
PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Moody's Principal
Rating Interest Maturity Amount Value
Description (a) (Unaudited) Rate Date (000) (Note 1)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
U.S. Government Agency Obligations (cont'd.)
Federal National Mortgage Assoc. 6.72% 8/01/05 $ 200 $ 201,812
Federal National Mortgage Assoc. 5.25 1/15/09 600 541,872
Federal National Mortgage Assoc. 6.375 6/15/09 700 685,783
Small Business Administration 6.55 12/01/17 649 630,637
-----------
Total U.S. government agency obligations (cost
$4,360,042) 4,302,235
- ---------------------------------------------------------------------------------------------------------------------------------
Foreign Corporate Bonds--1.3%
Hanson PLC (United Kingdom) A3 7.375 1/15/03 300 305,649
Tyco International Group (Luxembourg) Baa1 6.375 6/15/05 300 289,881
-----------
Total foreign corporate bonds (cost $607,562) 595,530
- ---------------------------------------------------------------------------------------------------------------------------------
Foreign Government Obligations--1.1%
Quebec Hydro (Canada)
(cost $523,095) A2 7.50 4/01/16 500 502,185
-----------
Total long-term investments (cost $42,754,518) 41,925,625
-----------
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--18.9%
Repurchase Agreement--14.7%
Joint Repurchase Agreement Account (Note 5) 5.222 10/01/99 6,617 6,617,000
U.S. Government Obligations--4.2%
United States Treasury Note(c) 6.25 8/31/00 600 604,314
United States Treasury Note(c) 4.50 9/30/00 1,290 1,277,707
-----------
Total short-term investments (cost $8,498,280) 8,499,021
-----------
Total Investments--112.1%
(cost $51,252,798; Note 4) 50,424,646
Liabilities in excess of other assets--(12.1)% (5,462,485)
-----------
Net Assets--100% $44,962,161
-----------
-----------
</TABLE>
- ---------------
LP--Limited Partnership.
PLC--Public Limited Company (British Corporation).
(a) Mortgage dollar roll, see Note 1 and Note 4.
(b) Standard & Poor's Rating.
(c) All or partial principal amount pledged as collateral for dollar rolls.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-56
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Statement of Assets and Liabilities PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets September 30, 1999
------------------
<S> <C>
Investments excluding repurchase agreement, at value (cost $44,635,798)................................ $ 43,807,646
Repurchase agreement, at value (cost $6,617,000)....................................................... 6,617,000
Cash................................................................................................... 1,772
Receivable for investments sold........................................................................ 3,503,470
Interest receivable.................................................................................... 529,773
Receivable for Fund shares sold........................................................................ 55,812
Due from Manager....................................................................................... 27,834
Prepaid expenses....................................................................................... 430
------------------
Total assets........................................................................................ 54,543,737
------------------
Liabilities
Dollar roll payable.................................................................................... 5,983,622
Payable for investments purchased...................................................................... 3,496,659
Accrued expenses....................................................................................... 59,578
Payable for Fund shares repurchased.................................................................... 41,717
------------------
Total liabilities................................................................................... 9,581,576
------------------
Net Assets............................................................................................. $ 44,962,161
------------------
------------------
Net assets were comprised of:
Shares of beneficial interest, at par............................................................... $ 4,385
Paid-in capital in excess of par.................................................................... 44,307,560
------------------
44,311,945
Undistributed net investment income.................................................................... 1,838,292
Accumulated net realized loss on investments........................................................... (359,924)
Net unrealized depreciation on investments............................................................. (828,152)
------------------
Net assets, September 30, 1999......................................................................... $ 44,962,161
------------------
------------------
Class Z:
Net asset value per share
($44,962,161 / 4,384,875 shares of beneficial interest issued and outstanding)...................... $10.25
------------------
------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-57
<PAGE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL BOND MARKET INDEX FUND
Statement of Operations
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
Net Investment Income September 30, 1999
<S> <C>
Income
Interest.................................. $ 2,526,772
------------------
Expenses
Management fee............................ 105,970
Custodian's fees and expenses............. 90,000
Audit fee................................. 18,000
Registration expense...................... 15,000
Reports to shareholders................... 13,000
Legal fees................................ 10,000
Transfer agent's fees and expenses........ 8,000
Trustees' fees............................ 7,000
Miscellaneous............................. 6,682
------------------
Total operating expenses............... 273,652
Less: Expense subsidy (Note 2)............ (104,092)
------------------
Net expenses........................... 169,560
------------------
Net investment income....................... 2,357,212
------------------
Realized and Unrealized Gain (Loss) on
Investments
Net realized loss on investment
transactions.............................. (356,867)
Net change in unrealized depreciation on
investments............................... (2,258,971)
------------------
Net loss on investments..................... (2,615,838)
------------------
Net Decrease in Net Assets
Resulting from Operations................... $ (258,626)
------------------
------------------
</TABLE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL BOND MARKET INDEX FUND
Statement of Changes in Net Assets
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
October 1, 1997(a)
Year Ended Through
Increase in September 30, September 30,
Net Assets 1999 1998
<S> <C> <C>
Operations
Net investment income.......... $ 2,357,212 $ 1,904,798
Net realized gain (loss) on
investments................. (356,867) 220,276
Net change in unrealized
appreciation (depreciation)
on investments.............. (2,258,971) 1,430,819
------------- ------------------
Net increase (decrease) in net
assets resulting from
operations.................. (258,626) 3,555,893
------------- ------------------
Dividends and distributions (Note 5)
Dividends from net investment
income...................... (1,981,623) (461,718)
------------- ------------------
Distributions from net realized
gains....................... (204,867) (18,466)
------------- ------------------
Fund share transactions
Net proceeds from shares
sold........................ 12,886,652 38,076,778
Net asset value of shares
issued in reinvestment of
dividends and
distributions............... 2,184,408 469,351
Cost of shares reacquired...... (7,453,391) (1,832,230)
------------- ------------------
Net increase in net assets from
Fund share transactions..... 7,617,669 36,713,899
------------- ------------------
Total increase................... 5,172,553 39,789,608
Net Assets
Beginning of period.............. 39,789,608 --
------------- ------------------
End of period(b)................. $ 44,962,161 $ 39,789,608
------------- ------------------
------------- ------------------
- ---------------
(a) Commencement of operations.
(b) Includes undistributed net
investment income of......... $ 1,838,292 $ 1,462,703
------------- ------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-58
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
Prudential Index Series 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
currently consists of five separate funds, one of which is Prudential Bond
Market Index Fund (the 'Fund').

The Fund's investment objective is to seek to provide investment results that
correspond to the total return performance of a broad-based index of
fixed-income securities, currently the Lehman Brothers Aggregate Index.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Company and the Fund in the preparation of its financial statements.

Securities Valuation: 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 were no sales on such day, at the mean between the last bid price and
asked prices on such day or at the bid price on such day in the absence of an
asked price. Securities that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed to be
over-the-counter, are valued by an independent pricing agent or a principal
market maker. U.S. Government securities for which market quotations are
available are valued at a price provided by an independent broker/dealer or
pricing service.

Options on securities that are listed on an exchange are valued at the mean
between the most recently quoted bid and asked prices on such exchange. 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 such day, at the mean between the most recently quoted bid
and asked prices on such exchange or board of trade.

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
methodology that, in the judgement of the manager or subadviser, represents fair
value, are valued by the Valuation Committee or Board of Trustees in
consultation with the manager and the subadviser.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

In connection with transactions in repurchase agreements with U.S. financial
institutions, it is the Company's policy that its custodian or designated
subcustodians under triparty repurchase agreements, as the case may be, 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 Fund may be
delayed or limited.

Dollar Rolls: The Fund enters into mortgage dollar rolls in which the Fund sells
mortgage securities for delivery in the current month, realizing a gain or loss
and simultaneously contracts to repurchase somewhat similar (same type, coupon
and maturity) 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. The difference between the
sales proceeds and the lower repurchase price is recorded as interest income.
The Fund maintains a segregated account, the dollar value of which is at least
equal to its obligations, in respect of dollar rolls.

Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains or losses from investment
transactions are calculated on the identified cost basis. Interest income is
recorded on the accrual basis. The Fund accretes discounts and amortizes
premiums on portfolio securities as adjustments to interest income. Expenses are
recorded on the accrual basis which may require the use of certain estimates by
management.

Dividends and Distributions: The Fund expects to pay dividends of net investment
income and distributions of net realized capital gains, if any, at least
annually. Dividends and distributions are recorded on the ex-dividend date.

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

Taxes: For federal income tax purposes, each fund in the Company is treated as a
separate taxpaying entity. It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Therefore, no federal income tax provision is required.
- --------------------------------------------------------------------------------
B-59
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
Note 2. Agreements

The Company has a management agreement with Prudential Investments Fund
Management LLC ('PIFM'). Pursuant to this agreement, PIFM has responsibility for
all investment advisory services and supervises the subadviser's performance of
such services. PIFM has entered into a subadvisory agreement with The Prudential
Investment Corporation ('PIC'); PIC furnishes investment advisory services in
connection with the management of the Company. PIFM pays for the cost of the
subadviser's services, the compensation of officers of the Company, occupancy
and certain clerical and bookkeeping costs of the Company. The Company bears all
other costs and expenses.

The management fee paid PIFM is computed daily and payable monthly, at an annual
rate of .25 of 1% of the Fund's average daily net assets.

The Company has a distribution agreement with Prudential Investment Management
Services LLC ('PIMS') which acts as the distributor of the Fund. No distribution
or service fees are paid to PIMS as distributor of the Fund.

PIC, PIFM and PIMS are wholly owned subsidiaries of The Prudential Insurance
Company of America ('The Prudential').

PIFM has agreed to subsidize the operating expenses of the Fund, so that total
Fund operating expenses do not exceed .40% on an annualized basis of the Fund's
average daily net assets. For the year ended September 30, 1999, PIFM subsidized
$104,092 of the expenses of the Fund (0.25% of the average daily net assets or
$0.024 per share).

As of March 11, 1999, the Company, along with other affiliated registered
investment companies (the 'Funds'), entered into a syndicated credit agreement
('SCA') with an unaffiliated lender. The maximum commitment under the SCA is $1
billion. Interest on any borrowings will be at market rates. The Funds pay a
commitment fee at an annual rate of .065 of 1% on the unused portion of the
credit facility, which is accrued and paid quarterly on a pro rata basis by the
Funds. The SCA expires on March 9, 2000. Prior to March 11, 1999, the Funds had
a credit agreement with a maximum commitment of $200,000,000. The commitment fee
was .055 of 1% on the unused portion of the credit facility. The Fund did not
borrow any amounts pursuant to either agreement during the year ended September
30, 1999. The purpose of the agreements is to serve as an alternative source of
funding for capital share redemptions.

Note 3. Other Transactions With Affiliates

Prudential Mutual Fund Services LLC ('PMFS'), a wholly owned subsidiary of PIFM,
serves as the Company's transfer agent. During the year ended September 30,
1999, the Fund incurred fees of approximately $7,300 for the services of PMFS.
As of September 30, 1999, approximately $800 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations also include
certain out-of-pocket expenses paid to nonaffiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of investment securities, other than short-term investments,
for the year ended September 30, 1999, were $135,352,109 and $125,936,187,
respectively, which includes purchases and sales of U.S. government obligations
of $47,507,859 and $32,639,639, respectively.

The federal income tax basis of the Fund's investments at September 30, 1999 was
$51,258,968 and, accordingly, net unrealized depreciation for federal income tax
purposes was $834,322 (gross unrealized appreciation-$40,463; gross unrealized
depreciation-$874,785).

For federal income tax purposes, the Fund had a capital loss carryforward as of
September 30, 1999 of $34,592 which expires in 2007. Accordingly, no capital
gains distributions are expected to be paid to shareholders until future net
gains have been realized in excess of such carryforward.

The Fund will elect, for United States Federal income tax purposes, to treat
short-term capital losses of $374,080 and long-term capital gains of $57,975
incurred in the eleven months ended September 30, 1999 as having been incurred
in the following fiscal year.

The average monthly balance of dollar rolls outstanding during the year ended
September 30, 1999 was approximately $8,535,305.
- ------------------------------------------------------------
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. As of September
30, 1999, the Fund had a 1.00% undivided interest in the repurchase agreements
in the joint account. This undivided interest represented $6,617,000 in
principal amount. As of such date, the repurchase agreements in the joint
account and the value of the collateral therefor were as follows:
- --------------------------------------------------------------------------------
B-60
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
Warburg Dillon Read LLC, 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $193,802,299.

Bear, Stearns & Co. Inc., 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $194,200,266.

Morgan (J.P.) Securities, Inc., 5.25%, in the principal amount of $190,000,000,
repurchase price $190,027,708, due 10/1/99. The value of the collateral
including accrued interest was $193,800,121.

Goldman, Sachs & Co., 4.75%, in the principal amount of $88,875,000, repurchase
price $88,886,727, due 10/1/99. The value of the collateral including accrued
interest was $90,653,200.
- ------------------------------------------------------------
Note 6. Capital

The Fund has authorized an unlimited number of Class Z shares of beneficial
interest at $.001 par value per share. Class Z shares are not subject to any
sales or redemption charges and are offered exclusively for sale to a limited
group of investors. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Class Z Shares
- -------------------------------------------------- ---------
<S> <C>
Year ended September 30, 1999:
Shares sold....................................... 1,253,085
Shares issued in reinvestment of dividends and
distributions................................... 213,321
Shares reacquired................................. (727,602)
---------
Net increase in shares outstanding................ 738,804
October 1, 1997(a) through September 30, 1998:
Shares sold....................................... 3,776,725
Shares issued in reinvestment of dividends and
distributions................................... 46,470
Shares reacquired................................. (177,124)
---------
Net increase in shares outstanding................ 3,646,071
</TABLE>

As of September 30, 1999, 3,267,863 shares of the Fund were owned by The
Prudential.
- ---------------
(a) Commencement of investment operations.
- --------------------------------------------------------------------------------
B-61
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Financial Highlights PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
October 1, 1997(c)
Year Ended Through
September 30, September 30,
1999 1998
------------- ------------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period............................................. $ 10.91 $ 10.00
------ ------
Income from investment operations
Net investment income(d)......................................................... .55 .55
Net realized and unrealized gain (loss) on investment transactions............... (.62) .52
------ ------
Total from investment operations.............................................. (.07) 1.07
------ ------
Less distributions
Dividends from net investment income............................................. (.53) (.15)
Distributions from net realized gains............................................ (.06) (.01)
------ ------
Total dividends and distributions............................................. (.59) (.16)
------ ------
Net asset value, end of period................................................... $ 10.25 $ 10.91
------ ------
------ ------
TOTAL RETURN(a):................................................................. (.66)% 10.79%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).................................................. $44,962 $ 39,790
Average net assets (000)......................................................... $42,388 $ 33,637
Ratios to average net assets(d):
Expenses...................................................................... .40% .40%(b)
Net investment income......................................................... 5.56% 5.68%(b)
Portfolio turnover rate.......................................................... 313%(e) 33%
</TABLE>
- ---------------
(a) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes reinvestment
of dividends and distributions. Total returns for periods of less than a
full year are not annualized.
(b) Annualized.
(c) Commencement of investment operations.
(d) Net of expense subsidy.
(e) Includes dollar rolls.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-62
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Report of Independent Accountants PRUDENTIAL BOND MARKET INDEX FUND
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of
Prudential Index Series Fund--Prudential Bond Market Index Fund

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Index Series
Fund--Prudential Bond Market Index Fund (the 'Fund,' one of the portfolios
constituting Prudential Index Series Fund) at September 30, 1999, the results of
its operations for the year then ended, and the changes in its net assets and
the financial highlights for each of the two years in the period then ended, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as 'financial
statements') are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at September 30, 1999 by
correspondence with the custodian and brokers, provides a reasonable basis for
the opinion expressed above.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
November 17, 1999
- --------------------------------------------------------------------------------
B-63
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL EUROPE INDEX FUND
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
LONG-TERM INVESTMENTS--97.9%
COMMON STOCKS--97.4%
- ----------------------------------------------------------------
Austria--0.3%
40 Austria Tabak AG $ 1,886
100 Austrian Airlines 2,054
482 Bank Austria AG 23,998
50 Boehler-Uddeholm AG 2,237
25 EA-Generali AG 3,999
80 Flughafen Wien AG 3,193
150 Oesterreichische
Electrizitaetswirtschafts AG, Ser.
A 22,132
130 OMV AG 12,052
65 Va Technologie AG 5,222
280 Wienerberger Baustoffindustrie AG 6,232
------------
83,005
- ----------------------------------------------------------------
Belgium--1.9%
20 D'Ieteren SA 8,807
44 Barco Industries N.V. 5,553
6 Bekaert N.V. 2,748
68 Cimenteries CBR Cementbedrijven 6,272
12 Colruyt N.V. 7,317
30 Compaignie Maritime Belge SA 1,389
197 Delhaize-Le Lion SA 15,735
229 Electrabel SA 79,359
147 Fortis AG CVG 896
2,970 Fortis AG NVP 96,788
1,323 Fortis AG Strip VVPR 14
20 Glaverbel SA 2,130
106 Groupe Bruxelles Lambert SA 20,207
40 KBC Bancassurance Holding Strip N.V. 1
1,245 KBC Bancassurance Holding N.V. 63,312
340 Solvay SA 24,224
360 Tractebel 63,797
600 Ucb SA 24,250
78 Union Miniere SA 3,223
------------
426,022
Denmark--1.1%
30 Bang & Olufsen Holding A/S $ 1,762
129 Carlsberg A/S, Ser. A 4,713
94 Carlsberg A/S, Ser. B 3,461
5 D/S 1912, Ser. B 51,432
3 D/S Svendborg, Ser. B 42,980
235 Danisco A/S 9,831
206 Den Danske Bank Group 23,463
170 FLS Industries A/S, Ser. B 4,506
60 International Service Systems A/S 3,361
300 Novo Nordisk A/S, Ser. B 35,673
962 Tele Danmark A/S 57,334
212 Unidanmark A/S 14,366
------------
252,882
- ----------------------------------------------------------------
Finland--2.6%
180 Cultor Oyj, Ser. 1 3,441
40 Instrumentarium Group, Ser. A 1,342
500 Kemira Oyj 2,796
350 Kesko Oyj 4,212
50 Kone Corp., Ser. B 6,587
3,200 Merita plc, Ser. A 17,994
150 Metra Oyj, Ser. B 2,875
4,960 Nokia Oyj 444,246
500 Outokumpu Oyj, Ser. A 5,809
80 Pohjola Insurance Group, Ser. A 3,842
200 Sampo Insurance Co. Ltd., Ser. A 6,646
1,660 Sonera Group Oyj 48,086
130 Tieto Corp, Ser. B 4,112
1,050 UPM-Kymmene Oyj 35,784
------------
587,772
- ----------------------------------------------------------------
France--14.2%
150 Accor SA 34,969
840 Alcatel Alsthom SA 115,760
1,450 Axa-UAP 183,455
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-64
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL EUROPE INDEX FUND
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
France (cont'd.)
1,957 Banque Nationale de Paris $ 156,210
120 Bouygues SA 38,059
520 Canal Plus 31,068
290 Cap Gemini SA 45,709
960 Carrefour SA 153,665
50 Club Mediterranee SA 5,059
380 Compagnie de Saint Gobain 70,822
50 Compagnie Francaise d'Etudes et de
Construction Technip 5,317
20 Compagnie Generale de Geophysique SA 1,220
550 Compagnie Generale des Etablissements
Michelin, Ser. B 25,960
320 Danone 77,872
350 Dassault Systemes SA 13,792
1,190 Elf Aquitaine SA 207,843
100 Eridania Beghin-Say SA 12,120
40 Essilor International SA 12,780
310 Etablissements Economiques du Casino
Guichard-Perrachon SA 35,656
4,230 France Telecom SA 371,204
20 Gecina 2,428
50 Groupe GTM 5,527
50 Imetal SA 7,577
376 L'Air Liquide 59,665
275 L'OREAL 175,577
469 Lafarge SA 51,846
450 Lagardere S.C.A. 18,686
110 Legrand SA 24,718
398 Louis Vuitton Moet Hennessy 119,318
90 Pathe SA 9,307
230 Pechiney 12,737
250 Pernod Ricard 16,800
505 Pinault-Printemps-Redoute SA 95,732
80 Promodes 70,758
200 PSA Peugeot Citroen 40,086
1,610 Rhone Poulenc SA, Ser. A 83,160
20 Sagem SA 14,058
2,640 Sanofi-Synthelabo SA 112,463
660 Schneider SA 48,289
50 SEB SA 3,365
150 SEITA 8,946
100 Sidel SA $ 10,181
50 Simco SA 4,260
200 Societe Bic SA 9,760
10 Societe Eurafrance SA 6,177
440 Societe Generale 90,673
140 Sodexho Alliance 23,707
640 Suez Lyonnaise des Eaux 103,602
710 Thomson CSF 24,121
405 Total Fina SA 50,853
495 Total Fina SA Strip 5
1,040 Total SA, Ser. B 130,696
20 Unibail SA 2,835
950 Usinor SA 13,406
333 Valeo SA 24,098
2,020 Vivendi 141,877
------------
3,215,834
- ----------------------------------------------------------------
Germany--13.1%
160 Adidas-Salomon AG 13,606
150 AGIV AG 2,788
995 Allianz AG 286,745
150 AMB Aachener & Muenchner
Beteiligungs AG 13,882
100 Axa Colonia Konzern AG 10,650
2,590 BASF AG 110,333
3,060 Bayer AG 122,045
1,700 Bayerische Vereinsbank AG 99,214
300 Beiersdorf AG, Ser. A 20,927
100 Bilfinger & Berger Bau AG 2,279
260 Buderus AG 4,430
500 Continental AG 10,969
4,061 DaimlerChrysler AG 279,823
2,500 Deutsche Bank AG 167,336
1,520 Deutsche Lufthansa AG 27,811
9,400 Deutsche Telekom 385,420
106 Douglas Holding AG 4,572
2,110 Dresdner Bank AG 99,323
200 Fag Kugelfischer Georg Schaefer AG 1,896
200 Heidelberger Zement AG 17,082
250 Hochtief AG 10,863
30 Karstadt AG 13,547
430 Linde AG 23,859
500 MAN AG 15,070
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-65
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL EUROPE INDEX FUND
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Germany (cont'd.)
1,580 Mannesmann AG $ 252,403
650 Merck KGaA 23,536
1,130 Metro AG 58,848
754 Munchener Ruckversicherungs-
Gesellschaft AG 152,329
716 Preussag AG 36,068
1,980 RWE AG 82,133
260 SAP AG 100,237
290 Schering AG 31,657
50 SGL Carbon AG 3,435
2,420 Siemens AG 199,868
2,250 Thyssen AG 45,169
2,070 VEBA AG 113,423
2,830 Viag AG 53,648
1,310 Volkswagen AG 73,105
------------
2,970,329
- ----------------------------------------------------------------
Ireland--0.6%
3,700 Allied Irish Banks plc 44,409
1,550 CRH plc 29,680
200 DCC plc 1,570
4,000 Eercom plc 17,381
1,000 Fyffes plc 1,832
600 Greencore Group plc 1,789
1,000 Independent Newspapers plc 5,272
870 Irish Permanent plc 9,775
3,900 Jefferson Smurfit Group plc 11,546
600 Kerry Group plc, Ser. A 7,604
500 Ryanair Holdings plc 4,686
800 Tullow Oil plc 826
------------
136,370
- ----------------------------------------------------------------
Italy--6.3%
7,600 Alitalia SpA 21,449
4,364 Assicurazioni Generali 145,006
7,800 Banca Commerciale Italiana 53,829
9,918 Banca Intesa SpA 41,511
2,000 Banca Intesa SpA (Nonconvertible) 3,898
1,000 Banca Popolare di Milano 7,317
6,000 Benetton Group SpA 13,067
1,000 Bulgari SpA $ 7,444
500 Burgo (Cartiere) SpA 3,940
3,030 Edison SpA 26,654
33,300 ENI SpA 208,884
1,696 Fiat SpA 56,535
450 Fiat SpA (Private) 7,404
350 Fiat SpA (Nonconvertible) 5,927
16,700 Istituto Nazionale delle
Assicurazioni (INA) 54,423
500 Italcementi SpA 6,843
4,250 Italgas (Soc Ital) SpA 18,376
500 La Rinascente SpA 3,754
1,400 Magneti Marelli 3,921
140 Marzotto (Gaetano) & Figlia SpA 1,079
4,810 Mediaset SpA 49,126
2,400 Mediobanca SpA 26,557
500 Mondadori (Arnoldo) Editore SpA 8,733
9,880 Montedison SpA 19,361
12,350 Olivetti Group SpA 26,634
5,500 Parmalat Finanziaria SpA 7,380
8,670 Pirelli SpA 21,098
2,180 Riunione Adriatica di Sicurta SpA 21,777
6,132 San Paolo-IMI SpA 79,672
1,000 Sirti SpA 5,208
2,000 Snia BPD SpA 2,339
500 Societa Assicuratrice Industriale
(SAI) 5,724
28,350 Telecom Italia Mobile SpA 176,324
6,000 Telecom Italia Mobile SpA (di Risp) 22,109
15,410 Telecom Italia SpA 133,918
3,500 Telecom Italia SpA (di Risp) 17,594
20,210 Unicredito Italiano SpA 98,793
16,000 Unione Immobiliare SpA 8,503
------------
1,422,111
- ------------------------------------------------------------
Netherlands--8.1%
5,968 ABN AMRO Holding N.V. 134,109
2,460 AEGON N.V. 211,686
1,180 Akzo Nobel N.V. 50,016
324 Buhrmann N.V. 5,452
2,632 Elsevier N.V. 27,049
365 Getronics N.V. 19,689
550 Hagemeyer N.V. 13,209
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-66
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL EUROPE INDEX FUND
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Netherlands (cont'd.)
1,307 Heineken N.V. $ 65,004
100 Hollandsche Beton Groep N.V. 1,022
93 IHC Caland N.V. 4,615
3,886 ING Groep N.V. 211,066
269 KLM Royal Dutch Airlines N.V. 7,005
2,650 Koninklijke Ahold N.V. 87,207
121 Koninklijke Hoogovens N.V. 6,868
2,004 Koninklijke KPN BT 87,824
107 Koninklijke Pakhoed Holdings N.V. 2,957
1,421 Koninklijke Philips Electronics N.V. 143,012
308 Oce N.V. 5,675
8,770 Royal Dutch Petroleum Co. 509,028
100 Stork N.V. 2,077
2,019 TNT Post Group N.V. 51,390
2,366 Unilever N.V. 161,013
180 Vedior N.V. 3,153
1,136 Wolters Kluwer N.V. 38,956
------------
1,849,082
- ----------------------------------------------------------------
Norway--0.6%
200 Aker RGI ASA 2,838
200 Bergesen dy ASA, Ser. A 3,251
100 Bergesen dy ASA, Ser. B 1,548
2,300 Christiania Bank Og Kreditkasse 12,342
2,600 Den Norske Bank ASA 10,263
100 Dyno Industrier ASA 2,193
200 Elkem ASA 3,612
210 Kvaerner ASA, Ser. A 4,199
120 Leif Hoegh & Co. ASA 1,362
350 Merkantildata ASA 3,589
700 NCL Holdings ASA 2,032
1,250 Norsk Hydro ASA 52,888
100 Norske Skogindustrier ASA, Ser. A 4,012
600 Orkla ASA, Ser. A 9,094
160 Orkla ASA, Ser. B 2,115
200 Petroleum Geo Services 3,754
140 Sas Norge ASA 1,363
200 Schibsted ASA 1,974
80 Smedvig ASA 887
1,100 Storebrand ASA, Ser. A 8,230
200 Tomra Systems ASA 7,533
------------
139,079
Portugal--0.7%
878 Banco Comercial Portugues SA $ 23,657
520 Banco Espirito Santo e Comercial de
Lisboa 13,053
400 BPI-SGPS SA 8,171
220 Brisa-Auto Estradas de Portugal SA 8,404
560 Cimpor-Cimentos de Portugal, SGPS SA 9,244
50 Companhia de Seguros Tranquilidade 1,464
2,560 EDP-Electricadade de Portugal SA 40,405
300 Jeronimo Martins, SGPS SA 8,499
350 Portucel Industrial-Empresa Produtora
de Celulose SA 2,565
750 Portugal Telecom SA 31,215
170 Sonae Investimentos-Sociedade
Gestorade Participacoes Sociais SA 5,538
100 Unicer-Uniao Cervejeira 1,890
------------
154,105
- ----------------------------------------------------------------
Spain--4.0%
200 Acerinox SA 6,198
119 Acs Actividades Co. 3,170
2,028 Argentaria SA 44,622
1,015 Autopistas del Sol SA 11,199
218 Azucarera Ebro Agricolas 3,945
8,990 Banco Bilbao Vizcaya SA 118,529
15,286 Banco Central Hispanoamericano 158,073
324 Corporacion Financiera Alba SA 8,937
216 Corporacion Mapfre 4,037
600 Dragados & Constucciones SA 6,901
4,110 Endesa SA 78,088
440 Fomento de Construcion Y Contra 12,010
1,896 Gas Natural SDG SA 40,546
3,756 Iberdrola SA 55,681
210 Metrovacesa SA 4,692
4,190 Repsol SA 82,062
492 Sociedade General de Aguas de
Barcelona SA 8,242
740 Tabacalera SA, Ser. A 14,012
13,293 Telefonica de Espana SA 212,778
709 Telepizza 3,285
1,073 Union Electrica Fenosa SA 16,101
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-67
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL EUROPE INDEX FUND
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Spain (cont'd.)
300 Vallehermoso SA $ 2,888
100 Viscofan Industria Navarra Envolturas
Celuosicas SA 907
338 Zardoya Otis SA 4,590
------------
901,493
- ----------------------------------------------------------------
Sweden--3.3%
500 AGA AB, Ser. A 8,539
400 AGA AB, Ser. B 6,831
500 Atlas Copco AB, Ser. A 14,028
200 Atlas Copco AB, Ser. B 5,538
156 Boliden Ltd. AB 413
100 Diligentia AB 750
500 Drott AB 4,635
1,700 Electrolux AB, Ser. B 31,728
2,250 Forenings Sparbanken AB, Ser. A 36,504
3,400 Hennes & Mauritz AB, Ser. B 85,645
400 NetCom Systems AB 14,833
400 OM Gruppen AB 4,489
800 Sandvik AB, Ser. A 21,713
200 Sandvik AB, Ser. B 5,465
1,200 Securitas AB, Ser. B 18,005
2,200 Skandia Forsakring AB 45,891
2,400 Skandinaviska Enskilda Banken, Ser. A 24,446
500 Skanska AB, Ser. B 18,603
100 SKF AB, Ser. A 2,123
200 SKF AB, Ser. B 4,489
900 Svenska Cellulosa AB, Ser. B 23,988
3,000 Svenska Handelsbanken, Ser. A 41,902
150 Svenska Handelsbanken, Ser. B 1,940
300 Svenskt Stal AB, Ser. A 3,861
1,300 Swedish Match AB 4,821
8,000 Telefonaktiebolaget LM Ericsson 247,872
400 Trelleborg AB, Ser. B 3,806
600 Volvo AB, Ser. A 16,907
1,300 Volvo AB, Ser. B 36,711
300 Wm-Data AB, Ser. B 12,991
------------
749,467
Switzerland--9.8%
654 ABB AG $ 67,093
582 ABB AG (Registered) 60,117
70 Adecco SA 39,138
25 Alusuisse-Lonza Holding AG
(Registered) 28,789
1,085 Credit Suisse Group 198,840
7 Fischer (Georg) AG 2,239
10 Forbo Holding AG 4,365
20 Holderbank Financiere Glarus AG 25,977
35 Holderbank Financiere Glarus AG
(Registered) 12,315
2 Jelmoli Holding AG 2,184
10 Merkur Holding AG 2,539
160 Nestle SA 300,684
277 Novartis AG 410,910
7 Roche Holdings AG 129,707
29 Roche Holdings AG (Registered) 335,594
50 Sairgroup 10,813
1 Schindler Holding AG 1,543
3 Schindler Holding AG (Registered) 4,898
56 Schweizerische Rueckversicherungs-
Gesellschaft 111,770
3 SGS Societe Generale de Surveillance
Holding SA 3,367
10 SGS Societe Generale de Surveillance
Holding SA (Registered) 2,826
7 Sika Finanz AG 2,179
14 SMH AG 10,897
50 SMH AG (Registered) 8,164
10 Sulzer AG 6,318
300 Swisscom AG 93,564
846 UBS-Union Bank of Switzerland 238,480
190 Zurich Versicherungs-Gesellschaff 105,979
------------
2,221,289
- ----------------------------------------------------------------
United Kingdom--30.8%
5,850 Abbey National plc 103,377
6,750 Allied Zurich 79,206
840 Anglian Water plc 10,002
3,050 Arjo Wiggins Appleton plc 9,946
3,036 Associated British Foods plc 19,800
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-68
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL EUROPE INDEX FUND
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
United Kingdom (cont'd.)
4,400 BAA plc $ 44,239
6,100 Barclays plc 178,821
750 Barratt Development plc 3,236
3,457 Bass plc 41,590
1,450 BBA Group plc 10,340
16,629 BG plc 95,578
1,450 BICC plc 2,587
2,800 Blue Circle Industries plc 16,831
2,100 BOC Group plc 43,854
4,100 Boots Co. plc 45,747
550 Bowthorpe plc 5,124
1,900 BPB plc 11,609
7,500 British Aerospace plc 49,407
4,350 British Airways plc 24,411
7,250 British America Tobacco plc 62,208
1,900 British Land Co. plc 14,832
39,450 British Petroleum Co. plc 721,170
7,300 British Sky Broadcasting plc 70,331
7,800 British Steel plc 19,783
26,300 British Telecom plc 398,484
1,400 Bunzl plc 6,642
625 Burmah Castrol plc 11,734
9,800 Cable & Wireless plc 106,602
8,600 Cadbury Schweppes plc 59,769
1,800 Caradon plc 4,514
2,100 Carlton Communications plc 15,909
15,120 Centrica plc 41,460
1,750 Coats Viyella plc 1,590
300 Cobham plc 4,021
5,550 Commercial Union plc 85,370
2,900 Compass Group plc 28,608
2,150 Courtaulds Textiles plc 5,028
850 De La Rue plc 4,480
14,605 Diageo plc 149,129
1,400 Electrocomponents plc 11,897
1,170 Elementis plc 1,965
3,050 EMI Group plc $ 22,302
1,800 FKI plc 5,662
11,800 General Electric Co. plc 113,297
2,900 GKN plc 46,184
14,650 Glaxo Wellcome plc 380,002
7,700 Granada Group plc 66,322
1,000 Great Portland Estates plc 3,396
4,200 Great Universal Stores plc 31,853
9,758 Halifax plc 122,698
900 Hammerson plc 7,104
2,000 Hanson plc 15,399
400 Hepworth plc 1,375
33,750 HSBC Holdings plc (GBP) 386,579
300 Hyder plc 2,678
1,050 IMI plc 4,842
3,200 Imperial Chemical Industries plc 35,231
15,745 Invensys plc 76,495
7,850 J. Sainsbury plc 48,998
750 Johnson Matthey plc 7,145
5,850 Kingfisher plc 63,009
5,400 Ladbroke Group plc 18,831
400 Laird Group plc 2,013
2,000 Land Securities plc 27,207
3,350 LASMO plc 7,917
21,600 Legal & General Group plc 61,186
200 Lex Service plc 1,877
22,050 Lloyds TSB Group plc 269,814
663 Lonrho plc 7,010
12,900 Marks & Spencer plc 66,816
1,156 MEPC plc 8,472
250 Meyer International plc 1,667
2,007 Misys plc 19,620
6,052 National Grid Co. plc 42,260
5,200 National Power plc 40,507
1,400 Next plc 14,088
360 Ocean Group plc 5,532
2,500 P & O Finance plc 37,796
2,500 Pearson plc 53,404
3,850 Pilkington plc 6,467
916 Provident Financial plc 10,937
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-69
<PAGE>

<CAPTION>
Shares
Warrants Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
2,150 Wolseley plc $ 14,907
7,231 Zeneca Group plc 303,673
------------
6,981,898
------------
Total common stocks
(cost US$18,892,957) 22,090,738
------------
- ----------------------------------------------------------------
PREFERRED STOCKS--0.5%
- ----------------------------------------------------------------
Germany--0.5%
100 Dyckerhoff AG, DM 1.5 3,078
10 Friedrich Grohe AG, DM 21.00 3,063
150 MAN AG, DM 1.6 2,908
510 RWE AG, EUR 1.0 15,778
180 Sap AG, EUR 1.6 80,705
400 Volkswagen AG, DM 1.6 12,673
------------
Total preferred stocks
(cost US$103,677) 118,205
------------
- ----------------------------------------------------------------
WARRANTS(a)
- ----------------------------------------------------------------
France
20 Axa-UAP, expiring 12/31/01 @ EUR
121.96 186
468 Banque Nationale de Paris,
expiring 7/15/02 @ EUR 100.00 3,887
------------
4,073
- ----------------------------------------------------------------
Germany
12 Munchener
Ruckversicherungs-Gesellschaft AG,
expiring 6/3/02 @ EUR 163.61 412
- ----------------------------------------------------------------
Italy
400 Mediobanca SpA, expiring 12/31/00
@ EUR 8.26 818
------------
Total warrants (cost US$0) 5,303
------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-70
<PAGE>

Total Investments--98.7%
(cost US$19,173,548; Note 4) $ 22,392,750
Other assets in excess of
liabilities--1.3% 282,441
------------
Net Assets--100% $ 22,675,191
------------
------------
</TABLE>
- ---------------
(a) Non-income producing security.
(b) Pledged as initial margin for financial futures contracts.
<TABLE>
<S> <C>
The industry classification of portfolio holdings and other
assets in excess of liabilities shown as a percentage of net
assets as of September 30, 1999 was as follows:
Finance............................................... 24.6%
Utilities............................................. 15.9
Health Technology..................................... 9.1
Energy Minerals....................................... 8.4
Consumer Non-Durables................................. 6.9
Process Industries.................................... 6.3
Electronic Technology................................. 5.7
Retail Trade.......................................... 4.6
Producer Manufacturing................................ 4.0
Consumer Durables..................................... 2.8
Consumer Services..................................... 1.9
Commercial Services................................... 1.8
Transportation........................................ 1.7
Non-Energy Minerals................................... 1.7
Technology Services................................... 1.5
Industrial Services................................... 1.0
Repurchase Agreement.................................. 0.6
U.S. Government Obligations........................... 0.2
-----
98.7
Other assets in excess of liabilities................. 1.3
-----
100.0%
-----
-----
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-71
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Statement of Assets and Liabilities PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets September 30, 1999
<S> <C>
Investments, at value (cost $19,173,548)............................................................... $ 22,392,750
Foreign currency, at value (cost $334,324)............................................................. 336,962
Cash................................................................................................... 341
Dividends and interest receivable...................................................................... 74,832
Receivable for investments sold........................................................................ 7,007
Receivable for Fund shares sold........................................................................ 4,851
Other assets........................................................................................... 260
------------------
Total assets........................................................................................ 22,817,003
------------------
Liabilities
Accrued expenses and other liabilities................................................................. 86,791
Payable for Fund shares reacquired..................................................................... 35,220
Due to Manager......................................................................................... 13,816
Foreign withholding taxes payable...................................................................... 4,326
Due to broker - variation margin....................................................................... 1,029
Payable for investments purchased...................................................................... 630
------------------
Total liabilities................................................................................... 141,812
------------------
Net Assets............................................................................................. $ 22,675,191
------------------
------------------
Net assets were comprised of:
Shares of beneficial interest, at par............................................................... $ 1,865
Paid-in capital in excess of par.................................................................... 19,219,373
------------------
19,221,238
Undistributed net investment income................................................................. 123,922
Accumulated net realized gains on investment transactions and foreign currencies.................... 120,524
Net unrealized appreciation on investments and foreign currencies................................... 3,209,507
------------------
Net assets, September 30, 1999......................................................................... $ 22,675,191
------------------
------------------
Class Z:
Net asset value per share
($22,675,191 / 1,865,011 shares of beneficial interest issued and outstanding)................... $ 12.16
------------------
------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-72
<PAGE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL EUROPE INDEX FUND
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Year Ended
September 30,
Net Investment Income 1999
Income
Dividends (net of foreign withholding
taxes of $60,320)...................... $ 468,230
Interest.................................. 5,467
-----------------
Total Income........................... 473,697
-----------------
Expenses
Management fee............................ 87,936
Custodian's fees and expenses............. 214,000
Audit fee and expenses.................... 18,000
Registration fees......................... 17,500
Trustees' fees............................ 7,000
Transfer agent's fees and expenses........ 5,000
Legal fees and expenses................... 3,000
Miscellaneous............................. 519
-----------------
Total expenses......................... 352,955
Less: Expense subsidy (Note 2)............ (221,050)
-----------------
Net expenses........................... 131,905
-----------------
Net investment income........................ 341,792
-----------------
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions................... 70,151
Foreign currency transactions............. (25,676)
Financial futures transactions............ 76,058
-----------------
120,533
-----------------
Net change in unrealized appreciation (depreciation) on:
Investments............................... 2,638,573
Foreign currencies........................ (1,773)
Financial futures......................... (1,023)
-----------------
2,635,777
-----------------
Net gain on investments and foreign
currencies................................ 2,756,310
-----------------
Net Increase in Net Assets
Resulting from Operations.................... $ 3,098,102
-----------------
-----------------
</TABLE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL EUROPE INDEX FUND
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
October 1, 1997(a)
Year Ended Through
Increase (Decrease) September 30, September 30,
in Net Assets 1999 1998
<S> <C> <C>
Operations
Net investment income........ $ 341,792 $ 288,375
Net realized gain on
investments and foreign
currency transactions..... 120,533 37,994
Net change in unrealized
appreciation/depreciation
on investments and foreign
currencies................ 2,635,777 573,730
--------------- ------------------
Net increase in net assets
resulting from
operations................ 3,098,102 900,099
--------------- ------------------
Dividends and distributions
(Note 1):
Dividends from net investment
income.................... (403,257) (108,089)
--------------- ------------------
Distributions from net
realized gains............ (52,600) --
--------------- ------------------
Fund share transactions (Note
6):
Net proceeds from shares
sold...................... 4,333,863 18,141,700
Net asset value of shares
issued in reinvestment of
dividends and
distributions............. 455,044 108,032
Cost of shares reacquired.... (2,782,271) (1,015,432)
--------------- ------------------
Net increase in net assets
from Fund share
transactions.............. 2,006,636 17,234,300
--------------- ------------------
Total increase.................. 4,648,881 18,026,310
Net Assets
Beginning of period............. 18,026,310 --
--------------- ------------------
End of period(b)................ $22,675,191 $ 18,026,310
--------------- ------------------
--------------- ------------------
- ---------------
(a) Commencement of investment
operations.
(b) Undistributed net investment
income....................... $ 123,922 $ 213,033
--------------- ------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-73
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
Prudential Index Series 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
currently consists of five separate funds, one of which is the Prudential Europe
Index Fund (the 'Fund').
The Fund's investment objective is to seek to provide investment results that
correspond to the price and yield performance of a broad-based index of
securities of European issuers, currently the Morgan Stanley Capital
International Europe Index.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Company and the Fund in the preparation of its financial statements.
Securities Valuation: 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 were no sales on such day, at the mean between the last bid and asked
prices on such day or at the bid price in the absence of an asked price.
Securities that are actively traded in the over-the-counter market, including
listed securities for which the primary market is believed to be
over-the-counter, are valued by an independent pricing agent or a principal
market maker. 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 methodology or provides a valuation or methodology that, in the
judgment of the manager or subadviser, does not represent fair value, are valued
by the Valuation Committee or Board of Trustees in consultation with the manager
or the subadviser.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
In connection with transactions in repurchase agreements with U.S. financial
institutions, it is the Company's policy that its custodian or designated
subcustodians under triparty repurchase agreements, as the case may be, takes
possession of the underlying collateral securities, the value of which exceeds
the principal amount of the repurchase transaction including accrued interest.
To the extent that any repurchase transaction exceeds one business day, the
value of the collateral is marked-to-market on a daily basis to ensure the
adequacy of the collateral. If the seller defaults and the value of the
collateral declines or if bankruptcy proceedings are commenced with respect to
the seller of the security, realization of the collateral by the Fund may be
delayed or limited.
Foreign Currency Translation: The books and records of the Fund are maintained
in 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 prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates
and market values at the close of the fiscal period, the Fund does not isolate
that portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of securities held at the end of the fiscal period. Similarly, the Fund
does not isolate the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of long-term securities
sold during the fiscal period. Accordingly, realized foreign currency gains
(losses) are included in the reported net realized gains on investment
transactions.
Net realized losses on foreign currency transactions represent net foreign
exchange gains or losses from forward currency contracts, disposition of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on security transactions, and the difference between the amounts of
interest, dividends and foreign taxes recorded on the Fund's 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
fiscal period end exchange rates are reflected as a component of unrealized
appreciation on investments 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 possibility of political and economic instability and
the level of governmental supervision and regulation of foreign securities
markets.
Forward Currency Contracts: A forward currency contract is a commitment to
purchase or sell a foreign currency at a future date at a negotiated forward
rate. The Fund enters into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign portfolio
holdings or on specific receivables and payables denominated in a
- --------------------------------------------------------------------------------
B-74
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
foreign currency. The contracts are valued daily at current exchange rates and
any unrealized gain or loss is included in net unrealized appreciation or
depreciation on investments. Gain or loss is realized on settlement date of the
contract equal to the difference between settlement value of the original and
renegotiated forward contracts. This gain or loss, if any, is included in net
realized gain (loss) on foreign currency transactions. Risks may arise upon
entering into these contracts from the potential inability of the counter
parties to meet the terms of their contracts.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities or commodities 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 Fund invests in financial futures contracts in order to hedge existing
portfolio securities, or securities the Fund intends to purchase, against
fluctuations in value. Under a variety of circumstances, the Fund may not
achieve the anticipated benefits of the financial futures contracts and may
realize a loss. The use of futures transactions involves the risk of imperfect
correlation in movements in the price of futures contracts and the underlying
assets.
Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses from investment and
foreign currency transactions are calculated on the identified cost basis.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on an accrual basis. Expenses are recorded on the accrual basis which
may require the use of certain estimates by management.
Dividends and Distributions: The Fund expects to pay dividends of net investment
income and distributions of net realized capital and currency gains, if any,
annually. Dividends and distributions are recorded on the ex-dividend date.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
Taxes: For federal income tax purposes, each fund in the Company is treated as a
separate taxpaying entity. It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.
Withholding taxes on foreign dividends, interest and capital gains have been
provided for in accordance with the Fund's understanding of the applicable
country's tax rules and rates.
Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with American Institute of Certified
Public Accountants (AICPA), Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distributions by Investment Companies. The effect of applying
this Statement of Position was to increase accumulated net realized gain and
decrease undistributed net investment income by $27,646 for realized foreign
currency losses and mark to market of passive foreign investment companies
during the year ended September 30, 1999. Net investment income, net realized
gains and net assets were not affected by this change.
- ------------------------------------------------------------
Note 2. Agreements
The Company has a management agreement with Prudential Investments Fund
Management LLC ('PIFM'). Pursuant to this agreement, PIFM has responsibility for
all investment advisory services and supervises the subadviser's performance of
such services. PIFM has entered into a subadvisory agreement with The Prudential
Investment Corporation ('PIC'); PIC furnishes investment advisory services in
connection with the management of the Company. PIFM pays for the cost of the
subadviser's services, the compensation of officers of the Company, occupancy
and certain clerical and bookkeeping costs of the Company. The Company bears all
other costs and expenses.
The management fee paid to PIFM is computed daily and payable monthly at an
annual rate of .40 of 1% of the average daily net assets of the Fund.
PIFM has agreed to subsidize the operating expenses of the Fund so that total
Fund operating expenses do not exceed .60% on an annualized basis of the Fund's
average daily net assets. For the year ended September 30, 1999, PIFM subsidized
$221,050 of the expenses of the Fund (1.01% of average daily net assets, or
$0.12 per share).
- --------------------------------------------------------------------------------
B-75
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
The Fund has a distribution agreement with Prudential Investment Management
Services LLC ('PIMS'), which acts as the distributor of the Fund. No
distribution or service fees are paid to PIMS as distributor of the Fund.
PIFM, PIMS and PIC are wholly owned subsidiaries of The Prudential Insurance
Company of America ('Prudential').
The Fund, along with other unaffiliated registered investment companies (the
'Funds'), entered into a syndicated agreement ('SCA') with an unaffiliated
lender. The maximum commitment under the SCA is $1 billion. Interest on any
borrowings will be at market rates. The Funds pay a commitment fee at an annual
rate of .065 of 1% on the unused portion of the credit facility, which is
accrued and paid quarterly on a pro rata basis by the Funds. The SCA expires on
March 9, 2000. Prior to March 11, 1999, the Funds had a credit agreement with a
maximum commitment of $200,000,000. The commitment fee was .055 of 1% on the
unused portion of the credit facility. The Fund did not borrow any amounts
pursuant to either agreement during the year ended September 30, 1999. The
purpose of the agreements is to serve as an alternative source of funding for
capital share redemptions.
- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates
Prudential Mutual Fund Services LLC ('PMFS'), a wholly owned subsidiary of PIFM,
serves as the Company's transfer agent. During the year ended September 30,
1999, the Fund incurred fees of approximately $4,000 for the services of PMFS.
As of September 30, 1999, approximately $400 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to nonaffiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of investment securities, other than short-term investments,
for the year ended September 30, 1999 were $2,817,786 and $840,793,
respectively.
The United States federal income tax cost basis of the Fund's investments at
September 30, 1999 was $19,270,353 and, accordingly, net unrealized appreciation
for federal income tax purposes was $3,122,397 (gross unrealized
appreciation--$4,187,197; gross unrealized depreciation--$1,064,800).
At September 30, 1999, the Fund had open purchases of 100 EUROTOP and 10 FTSE
100 financial futures contracts expiring on December 17, 1999.
The unrealized depreciation on such contracts as of September 30, 1999 was as
follows:
<TABLE>
<CAPTION>
Value at Value on Unrealized
Acquisition September 30, 1999 Depreciation
----------- ------------------ ------------
<S> <C> <C> <C>
EUROTOP.................. $ 303,100 $292,500 $(10,600)
FTSE 100................. 102,972 100,197 (2,775)
------------
$(13,375)
------------
------------
</TABLE>
- ------------------------------------------------------------
Note 5. Joint Repurchase Agreement Account
The Fund, 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. As of September 30, 1999, the
Fund had a .019% undivided interest in the repurchase agreements in the joint
account. This undivided interest represented $124,000 in principal amount. As of
such date, the repurchase agreements in the joint account and the value of the
collateral therefor were as follows:
Warburg Dillon Read LLC, 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $193,802,299.
Bear, Stearns & Co., Inc., 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $194,200,266.
Morgan (J.P.) Securities, Inc., 5.25%, in the principal amount of $190,000,000,
repurchase price $190,027,708, due 10/1/99. The value of the collateral
including accrued interest was $193,800,121.
Goldman, Sachs & Co., 4.75%, in the principal amount of $88,875,000, repurchase
price $88,886,727, due 10/1/99. The value of the collateral including accrued
interest was $90,653,200.
- --------------------------------------------------------------------------------
B-76
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
Note 6. Capital
The Fund has authorized an unlimited number of Class Z shares of beneficial
interest at $.001 par value per share. Class Z shares are not subject to any
sales or redemption charges and are offered exclusively for sale to a limited
group of investors. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<S> <C>
Year ended September 30, 1999: Shares
--------
Shares sold......................................... 360,875
Shares issued in reinvestment of dividends and
distributions..................................... 39,398
Shares reacquired................................... (230,061)
--------
Net increase in shares outstanding.................. 170,212
--------
--------
</TABLE>

<TABLE>
<S> <C>
October 1, 1997(a) through September 30, 1998:
Shares sold........................................ 1,771,843
Shares issued in reinvestment of dividends and
distributions.................................... 11,206
Shares reacquired.................................. (88,250)
---------
Net increase in shares outstanding................. 1,694,799
---------
---------
</TABLE>

As of September 30, 1999, 1,563,008 of the outstanding shares were owned by The
Prudential Insurance Company of America.
- ---------------
(a) Commencement of investment operations.
- --------------------------------------------------------------------------------
B-77
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Financial Highlights PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
October 1, 1997(a)
Year Ended Through
September 30, September 30,
1999 1998
--------------- ------------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.............................................. $ 10.64 $ 10.00
------ ------
Income from investment operations
Net investment income(c).......................................................... .17 .18
Net realized and unrealized gain on investment and foreign currency
transactions................................................................... 1.61 .53
------ ------
Total from investment operations............................................... 1.78 .71
------ ------
Less distributions
Dividends from net investment income.............................................. (.23) (.07)
Distributions from net realized gains............................................. (.03) --
------ ------
Total distributions............................................................ (.26) (.07)
------ ------
Net asset value, end of period.................................................... $ 12.16 $ 10.64
------ ------
------ ------
TOTAL RETURN(d):.................................................................. 16.86% 7.17%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................................................... $22,675 $ 18,026
Average net assets (000).......................................................... $21,984 $ 17,728
Ratios to average net assets:(c)
Expenses....................................................................... .60% .60%(b)
Net investment income.......................................................... 1.55% 1.64%(b)
Portfolio turnover rate........................................................... 4% 4%
</TABLE>
- ---------------
(a) Commencement of investment operations.
(b) Annualized.
(c) Net of expense subsidy.
(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 returns for periods of less than a
full year are not annualized.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-78
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Report of Independant Accountants PRUDENTIAL EUROPE INDEX FUND
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of
Prudential Index Series Fund--Prudential Europe Index Fund

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Index Series
Fund--Prudential Europe Index Fund (the 'Fund', one of the portfolios
constituting Prudential Index Series Fund) at September 30, 1999, the results of
its operations for the year then ended, and the changes in its net assets and
the financial highlights for each of the two years in the period then ended, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as 'financial
statements') are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at September 30, 1999 by
correspondence with the custodian and brokers, provides a reasonable basis for
the opinion expressed above.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
November 17, 1999
- --------------------------------------------------------------------------------
B-79
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL PACIFIC INDEX FUND
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ---------------------------------------------------------------
LONG-TERM INVESTMENTS--93.5%
COMMON STOCKS--93.0%
- ---------------------------------------------------------------
Australia--6.6%
7,900 Amcor Ltd. $ 37,895
13,200 AMP Ltd. 122,948
3,970 Australian Gas & Light Co. 23,474
12,202 Boral Ltd. 18,682
2,900 Brambles Industries, Ltd. 83,975
1,200 British American Tobacco Australasia
Ltd. 13,157
21,648 Broken Hill Proprietary Co., Ltd. 249,360
12,612 Coca Cola Amatil Ltd. 44,282
14,589 Coles Myer Ltd. 76,245
11,200 Colonial Ltd. 40,640
1,000 CSL Ltd. 11,095
12,100 CSR Ltd. 30,568
2,955 Email Ltd. 5,246
1,262 F. H. Faulding & Co. Ltd. 8,312
21,200 Fosters Brewing Group Ltd. 59,770
491 Futuris Corp. 628
4,907 Futuris Corp., Ltd. 6,398
17,816 General Property Trust 30,114
6,768 GIO Australia Holdings Ltd. 12,853
868 Goldfield Corp.(a) 793
13,552 Goodman Fielder Ltd. 12,559
4,000 Hardie (James) Industries Ltd. 11,277
1,377 Iluka Resources Ltd. 3,550
2,700 Leighton Holdings Ltd. 10,379
6,652 Lend Lease Corp. Ltd. 81,186
17,560 M.I.M. Holdings Ltd. 16,503
3,471 Mayne Nickless Ltd. 9,288
18,184 National Australia Bank Ltd. 266,196
2,300 Newcrest Mining Ltd.(a) 7,490
24,593 News Corp., Ltd. 172,570
18,395 Normandy Mining Ltd.(a) 16,327
7,681 North Ltd. 16,292
2,836 Orica Ltd. 15,269
10,400 Pacific Dunlop Ltd. 15,611
9,200 Pioneer International Ltd. 22,744
3,964 QBE Insurance Group Ltd. 15,225
3,700 Rio Tinto Ltd. 62,749
6,200 Santos Ltd. 17,346
4,000 Schroders Property Fund 6,265
1,825 Smith (Howard) Ltd. $ 13,637
7,977 Southcorp Ltd. 29,101
5,300 Star City Holdings Ltd. 5,188
121 Stockland Trust (New Shares) 273
3,427 Stockland Trust Group 7,732
2,500 Suncorp-Metway Ltd. 13,232
3,500 TABCORP Holdings Ltd. 23,756
63,200 Telstra Corp. 327,575
3,432 Wesfarmers Ltd. 30,195
14,018 Western Mining Corp. Holdings Ltd. 71,358
9 Westfield Trust 18
16,493 Westfield Trust (New Shares) 33,303
23,513 Westpac Banking Corp. Ltd. 145,058
14,359 Woolworths Ltd. 50,135
------------
2,405,822
------------
- ---------------------------------------------------------------
Hong Kong--6.1%
15,000 Bank of East Asia 32,539
146,200 Cable & Wireless HKT Ltd. 320,913
41,000 Cathay Pacific Air 73,897
28,000 Cheung Kong Ltd. 233,407
30,000 China Light & Power Holdings, Ltd. 140,971
20,000 Chinese Estates Holdings 3,270
8,000 Giordano Intl 6,334
11,000 Hang Lung Development Co. 12,462
23,000 Hang Seng Bank Ltd. 243,545
57,400 Hong Kong & China Gas Co. 77,222
11,000 Hong Kong & Shanghai Hotels 8,355
2,000 Hong Kong Aircraft Engineering Co.,
Ltd. 3,630
4,000 Hong Kong Construction Holdings 1,712
8,800 Hopewell Holdings Ltd. 6,174
47,000 Hutchison Whampoa Ltd. 437,171
9,000 Hysan Development Co. 11,239
11,000 Johnson Electric Holdings, Ltd. 53,389
6,000 Miramar Hotel & Investment Co. 6,373
25,169 New World Development Co., Ltd. 55,247
14,000 Oriental Press Group 1,856
6,000 Peregrine Investments(b) 8
38,000 Regal Hotel International 3,327
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-80
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL PACIFIC INDEX FUND
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ---------------------------------------------------------------
Hong Kong (cont'd.)
24,026 Shangri La Asia Ltd. $ 26,601
14,000 Shun Tak Holdings Ltd. 2,758
38,000 Sino Land Co. 18,590
20,000 South China Morning Post 13,389
29,000 Sun Hung Kai Properties Ltd. 221,208
19,000 Swire-Pacific, Ltd. 'A' 90,015
5,000 Television Broadcasts Ltd. 21,371
2,000 Varitronix International Ltd. 4,364
26,896 Wharf Holdings Ltd. 77,736
2,000 Wing Lung Bank 8,059
------------
2,217,132
------------
- ---------------------------------------------------------------
Japan--77.4%
5,000 77th Bank(a) 52,176
1,800 Acom Co., Ltd. 236,186
1,200 Advantest Corp. 173,575
8,000 Ajinomoto Co., Inc. 93,550
2,000 Alps Electric Co. 41,797
3,000 Amada Co. 20,936
1,000 Amano Corp. 8,209
900 Aoyama Trading Co. 30,432
500 Arabian Oil Co. 8,111
35,000 Asahi Bank 251,487
6,000 Asahi Breweries 91,803
18,000 Asahi Chemical Industries 100,257
15,000 Asahi Glass Co. 103,835
5,000 Ashikaga Bank 11,741
400 Autobacs Seven Co. 23,782
56,000 Bank Of Tokyo-Mitsubishi, Ltd. 859,987
14,000 Bank of Yokohama 49,048
600 Benesse Corp. 119,418
10,000 Bridgestone Corp. 279,900
3,000 Brother Industries 9,214
10,000 Canon Inc. 291,171
3,000 Casio Computer Co. 22,796
26 Central Japan Railway Co. 173,387
4,000 Chiba Bank 16,080
2,000 Chiyoda Corp. 4,283
3,000 Chugai Pharmacy Co. 36,209
4,000 Citizen Watch Co. 28,741
5,000 Cosmo Oil Co. $ 7,937
1,900 Credit Saison Co., Ltd. 44,258
600 CSK Corp. 20,852
9,000 Dai Nippon Printing Co., Ltd. 167,292
4,000 Daicel Chemical Industries 14,652
8,000 Daiei Inc. 31,860
1,000 Daifuku Co. 6,387
3,000 Daiichi Pharmaceutical Co. 45,592
3,000 Daikin Industries 36,349
2,000 Daikyo Inc. 6,068
3,000 Daimaru Inc. 15,188
10,000 Dainippon Ink & Chemicals, Inc. 40,013
2,000 Dainippon Screen Manufacturing Co.,
Ltd. 12,192
1,400 Daito Trust Construction Co., Ltd. 20,776
17,000 Daiwa Bank 56,684
7,000 Daiwa House Industries 69,233
2,000 Daiwa Kosho Lease Co., Ltd. 9,393
16,000 Daiwa Securities Co., Ltd. 145,773
5,000 Denki Kagaku Kogyo K.K. 15,639
11,000 Denso Corp. 232,984
49 East Japan Railway Co. 312,041
3,000 Ebara Corp. 38,970
4,000 Eisai Co., Ltd. 101,440
3,000 Fanuc Ltd. 204,007
42,000 Fuji Bank 510,469
200 Fuji Machine Mfg 9,580
6,000 Fuji Photo Film Co. 205,698
4,000 Fujikura Ltd. 25,924
5,000 Fujita Corp. 3,522
23,000 Fujitsu Ltd. 717,219
6,000 Fukuoka Chuo Bank Ltd. 37,589
8,000 Furukawa Electric Co., Ltd. 47,714
7,000 Gunma Bank 47,667
2,000 Gunze Ltd. 5,016
4,000 Hankyu Corp. 14,314
2,000 Hankyu Department Stores 14,709
4,000 Haseko Corp.(a) 2,367
500 Hirose Electric Co., Ltd. 78,663
41,000 Hitachi Ltd. 454,414
10,000 Hitachi Zosen Corp. 10,614
6,000 Hokuriku Bank 13,694
12,000 Honda Motor Co., Ltd. 502,692
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-81
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL PACIFIC INDEX FUND
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ---------------------------------------------------------------
Japan (cont'd.)
1,000 House Foods Corp. $ 14,606
1,000 Hoya Corp. 60,488
2,000 Inax Corp. 14,652
33,000 Indonesia Bank 405,732
3,000 Isetan Co. 23,669
3,000 Ishihara Sangyo Kaisha(a) 5,607
12,000 Ishikawajima-Harima Heavy Industries
Co., Ltd. 20,288
5,000 Ito Yokado Co., Ltd. 413,275
19,000 Itochu Corp. 62,639
2,000 Iwatani International Corp. 4,865
1,000 Jaccs Co., Ltd. 4,302
23,000 Japan Air Lines Co.(a) 88,572
11,000 Japan Energy Corp. 13,845
4,000 Japan Steel Works 4,771
23 Japan Tobacco, Inc. 285,159
2,000 JGC Corp. 5,053
11,000 Joyo Bank 46,493
4,000 Jusco Co. 75,329
13,000 Kajima Corp. 52,016
1,000 Kaken Pharmaceutical Co., Ltd. 7,974
3,000 Kamigumi Co., Ltd. 18,597
5,000 Kanebo Ltd.(a) 8,829
4,000 Kaneka Corp. 51,472
12,200 Kansai Electrical Power 236,055
8,000 Kao Corp. 226,174
1,000 Katokichi Co. 19,255
17,000 Kawasaki Heavy Industries 32,254
6,000 Kawasaki Kisen Ltd. 11,384
41,000 Kawasaki Steel Corp. 95,119
5,000 Keihin Electric Express Railway Co.,
Ltd 18,926
2,000 Kikkoman Corp. 16,907
3,000 Kinden Corp. 24,796
21,000 Kinki Nippon Railway 112,035
13,000 Kirin Brewery Co. 155,682
1,000 Kokuyo Co. 17,498
12,000 Komatsu Ltd. 79,574
1,000 Komori Corp. 22,260
600 Konami Co. 58,046
4,000 Konica Corp. 15,780
2,000 Koyo Seiko Co. 19,405
18,000 Kubota Corp. $ 63,569
7,000 Kumagai Gumi Co.(a) 6,641
4,000 Kuraray Co. 46,888
2,000 Kureha Chemical Industry Co., Ltd. 6,237
1,000 Kurita Water Industries 20,288
2,300 Kyocera Corp. 174,984
2,000 Kyowa Exeo Corp 19,349
5,000 Kyowa Hakko Kogyo Co., Ltd. 38,134
1,000 Maeda Road Construction Co. 6,387
1,000 Makino Milling Machine 5,917
2,000 Makita Corp. 22,542
19,000 Marubeni Corp. 49,255
4,000 Marui Co.(a) 74,690
25,000 Matsushita Electric Industrial Co.,
Ltd. 531,856
3,000 Meiji Milk Product Co., Ltd. 11,215
4,000 Meiji Seika Kaisha 30,582
5,000 Minebea Co.(a) 63,635
27,000 Mitsubishi Chemical Corp. 103,215
19,000 Mitsubishi Corp. 157,044
27,000 Mitsubishi Electric Corp. 154,189
16,000 Mitsubishi Estate Co., Ltd. 162,455
5,000 Mitsubishi Gas Chemicals Co. 14,606
42,000 Mitsubishi Heavy Industries Ltd. 161,741
2,000 Mitsubishi Logistics Corp. 21,039
12,000 Mitsubishi Material Corp. 35,504
3,000 Mitsubishi Paper Mills 5,889
6,000 Mitsubishi Rayon Co. 16,907
16,000 Mitsubishi Trading & Banking 195,366
20,000 Mitsui & Co. 151,409
8,000 Mitsui Engineering & Shipbuilding
Co., Ltd(a) 8,040
10,000 Mitsui Fudosan Co., Ltd. 80,213
9,000 Mitsui Marine & Fire Insurance Co.,
Ltd. 47,761
5,000 Mitsui Mining & Smelting Co. 26,769
7,000 Mitsui O.S.K. Lines 13,084
1,000 Mitsui Soko Co. 3,194
14,000 Mitsui Trust & Banking Co. 28,666
5,000 Mitsukoshi Ltd. 30,009
1,000 Mori Seiki Co. 14,652
3,000 Murata Manufacturing Co., Ltd. 301,503
3,000 Mycal Corp. 18,738
3,000 Nagoya Railroad Co. 8,763
600 Namco Ltd. 23,669
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-82
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL PACIFIC INDEX FUND
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ---------------------------------------------------------------
Japan (cont'd.)
2,000 Nankai Electric Railway Co. $ 7,890
20,000 NEC Corp. 402,943
4,000 NGK Insulators Ltd. 38,810
2,000 NGK Spark Plug Co. 19,048
2,000 Nichido Fire & Marine Insurance 9,862
700 Nichiei Co., Ltd. 53,585
3,000 Nichirei Corp. 9,440
100 Nidec Corp. 18,316
4,000 Nikon Corp. 77,019
1,600 Nintendo Co., Ltd. 255,178
1,000 Nippon Comsys Corp. 20,992
14,000 Nippon Express Co., Ltd. 93,888
3,000 Nippon Fire & Marine Insurance 9,975
5,000 Nippon Light Metal Co., Ltd. 6,246
3,000 Nippon Meat Packers, Inc. 38,350
20,000 Nippon Mitsubishi Oil Corp. 82,091
12,000 Nippon Paper Industries Co. 84,759
1,000 Nippon Sharyo Ltd. 2,574
5,000 Nippon Sheet Glass Co. 28,178
3,000 Nippon Shinpan Co. 10,003
2,000 Nippon Shokubai Co. 11,703
85,000 Nippon Steel Corp. 230,729
3,000 Nippon Suisan Kaisha(a) 6,481
153 Nippon Telegraph & Telephone Corp. 1,882,560
16,000 Nippon Yusen K.K. 58,760
3,000 Nishimatsu Construction Co. 16,202
31,000 Nissan Motor Co., Ltd.(a) 187,805
2,000 Nisshin Flour Mill 16,869
2,000 Nisshinbo Industries, Inc. 9,862
2,000 Nissin Food Products Co., Ltd. 54,477
2,000 Nitto Denko Corp. 63,494
18,000 NKK Corp. 16,738
2,000 NOF Corp. 5,110
24,000 Nomura Securities Co., Ltd. 371,947
2,000 Noritake Co. 9,393
7,000 NSK Ltd. 50,758
5,000 NTN Corp. 16,296
10,000 Obayashi Corp. 60,394
4,000 Odakyu Electric Railway 12,999
13,000 Oji Paper Co., Ltd. 91,334
1,000 Okuma Corp. 4,508
3,000 Okumura Corp. $ 12,060
3,000 Olympus Optical Co. 40,576
3,000 Omron Corp. 59,314
2,000 Onward Kashiyama & Co., Ltd. 30,432
3,000 Orient Corp. 10,708
1,100 Oriental Land Co., Ltd. 91,437
800 Orix Corp. 98,359
31,000 Osaka Gas Co. 103,366
100 Oyo Corp. 1,944
4,000 Penta-Ocean Construction 7,026
2,000 Pioneer Electronic Corp. 34,377
1,300 Promise Co., Ltd. 104,643
3,000 Renown Inc. 5,072
1,000 Rohm Co., Ltd. 208,985
50,000 Sakura Bank 375,704
1,000 Sanden Corp. 8,641
6,000 Sankyo Co. 180,338
1,000 Sanrio Co.(a) 55,886
2,000 Sanwa Shutter Corp. 10,614
24,000 Sanyo Electric Co. 116,093
3,000 Sapporo Breweries Ltd. 12,680
1,000 Secom Co., Ltd. 89,230
1,000 Secom Co., Ltd. - New(a) 91,108
1,000 Sega Enterprises Ltd. 20,899
1,000 Seino Transportation Co. 6,763
3,000 Seiyu Ltd. 14,850
7,000 Sekisui Chemical Corp., Ltd. 39,515
9,000 Sekisui House Ltd. 101,609
14,000 Sharp Corp. 224,333
500 Shimachu Co. 9,862
1,500 Shimano Inc. 35,997
11,000 Shimizu Corp. 48,663
5,000 Shin-Etsu Chemical Co., Ltd. 208,516
4,000 Shionogi & Co. 32,837
5,000 Shiseido Co., Ltd. 74,671
10,000 Shizuoka Bank 120,131
11,000 Showa Denko K.K. 17,358
3,000 Showa Shell Sekiyu K.K. 19,161
1,000 Skylark Co. 27,239
800 SMC Corp. 112,711
3,000 Snow Brand Milk Products 15,160
1,200 Softbank Corp. 456,481
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-83
<PAGE>

Portfolio of Investments as of PRUDENTIAL INDEX SERIES FUND
September 30, 1999 PRUDENTIAL PACIFIC INDEX FUND
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ---------------------------------------------------------------
Japan (cont'd.)
5,000 Sony Corp. $ 747,182
38,000 Sumitomo Bank 571,070
21,000 Sumitomo Chemical Co., Ltd. 106,907
13,000 Sumitomo Corp. 95,607
9,000 Sumitomo Electric Industries 123,419
2,000 Sumitomo Forestry Co., Ltd. 14,559
6,000 Sumitomo Heavy Industries Ltd. 16,569
8,000 Sumitomo Marine & Fire Insurance Co. 51,096
47,000 Sumitomo Metal Industries(a) 52,974
7,000 Sumitomo Metal Mining Co. 34,649
5,000 Sumitomo Osaka Cement Co. 9,111
11,000 Taiheiyo Cement Corp. 28,516
12,000 Taisei Corp. 26,713
4,000 Taisho Pharmacy Co., Ltd. 168,315
1,000 Taiyo Yuden Co. 33,062
2,000 Takara Shuzo Co. 29,775
1,000 Takara Standard Co., Ltd. 6,575
4,000 Takashimaya Co. 40,952
11,000 Takeda Chemical Industries 594,082
1,700 Takefuji Corp. 283,102
1,000 Takuma Co., Ltd. 11,647
13,000 Teijin Ltd. 62,639
3,000 Teikoku Oil Co. 10,369
2,000 Terumo Corp. 61,803
2,000 Toa Corp. 3,494
9,000 Tobu Railway Co. 29,080
2,000 Toda Corporation 11,083
1,000 Toei Co. 3,353
200 Toho Co. 31,390
6,300 Tohoku Electrical Power Co., Inc. 98,228
28,000 Tokai Bank 202,242
19,000 Tokio Marine & Fire Insurance Co. 224,859
2,000 Tokyo Broadcasting System Inc. 40,294
2,000 Tokyo Dome Corp. 10,858
16,700 Tokyo Electric Power Co. 385,867
2,000 Tokyo Electron Ltd. 173,763
36,000 Tokyo Gas Co. 86,224
1,000 Tokyo Style Co. 10,989
2,000 Tokyo Tatemono Co., Ltd. 4,508
3,000 Tokyotokeiba Co. 4,649
11,000 Tokyu Corp. 30,996
8,000 Toppan Printing Co $ 100,689
18,000 Toray Industries Inc. 92,987
37,000 Toshiba Corp. 275,588
7,000 Tosoh Corp. 24,524
3,000 Tostem Corp. 70,163
4,000 Toto Ltd. 31,146
3,000 Toyo Seikan Kaisha 64,809
7,000 Toyobo Co. 10,651
1,000 Toyoda Auto Loom Works Ltd. 18,372
45,000 Toyota Motor Corp. 1,432,842
300 Trans Cosmos Inc. 37,477
2,000 Tsubakimoto Chain Co. 9,656
8,000 Ube Industries Ltd. 19,537
800 Uni-Charm Corp. 48,316
5,000 Unitika Ltd.(a) 3,851
2,000 Uny Co. 29,305
2,000 Wacoal Corp. 21,697
2,000 Yakult Honsha Co., Ltd. 26,130
1,000 Yamaguchi Bank 7,909
2,000 Yamaha Corp. 18,691
4,000 Yamanouchi Pharmaceutical Co., Ltd. 187,476
5,000 Yamato Transport Co. 127,035
3,000 Yamazaki Baking Co. 38,801
3,000 Yokogawa Electric Corp. 21,415
------------
28,336,085
------------
- ---------------------------------------------------------------
Malaysia
350 Silverstone Berhad(b) 0
- ---------------------------------------------------------------
New Zealand--0.5%
27,900 Brierley Investments Ltd. 6,484
18,500 Carter Holt Harvey Ltd. 22,260
6,300 Contact Energy Ltd.(a) 10,216
1,000 Fisher & Paykel Industries Ltd. 3,150
3,300 Fletcher Challenge Building 4,056
3,400 Fletcher Challenge Energy, Ltd. 8,498
8,000 Fletcher Challenge Forestry, Ltd. 3,429
6,700 Fletcher Challenge Paper 4,602
7,600 Lion Nathan Ltd. 15,895
24,100 Telecom Corp. Of New Zealand 94,960
------------
173,550
------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-84
<PAGE>

<CAPTION>
Units Description Value (Note 1)
<C> <S> <C>
- ---------------------------------------------------------------
WARRANTS(a)
Hong Kong
2,000 Chinese Estates Holdings
Warrants expiring November
2000
@ HKD 1.02 $ 122
2,000 Chinese Estates Holdings
Warrants expiring November
1999
@ HKD 0.97 75
800 Hong Kong Construction Holdings
Warrants expiring December
1999
@ HKD 5.00 24
------------
Total warrants 221
------------
Total long-term investments
(cost $31,013,782) 34,193,716
------------
Principal Amount
(000)
SHORT-TERM INVESTMENTS--2.4%
- ---------------------------------------------------------------
U.S. Government Securities
United States--0.6%
$240 United States Treasury Bill(c),
4.57%,12/16/99 237,702
Repurchase Agreement--1.8%
649 Joint Repurchase Agreement
Account,
5.222%, 10/01/99 (Note 5) 649,000
------------
Total short-term investments
(cost $886,685) 886,702
------------
- ---------------------------------------------------------------
Total Investments--95.9%
(cost $31,900,467; Note 4) 35,080,418
Other assets in excess of
liabilities--4.1% 1,503,102
------------
Net Assets--100% $ 36,583,520
------------
------------
</TABLE>
- ---------------
(a) Non-income producing security.
(b) Issuer in bankruptcy.
(c) Pledged as initial margin for financial futures contracts.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-85
<PAGE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL PACIFIC INDEX FUND
Portfolio of Investments as of September 30, 1999
- ------------------------------------------------------------
The industry classification of portfolio holdings and other
assets in excess of liabilities shown as a percentage of net
assets as of September 30, 1999 was as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------
<S> <C>
Commercial Banking.................................... 13.3%
Telecommunications.................................... 7.5
Automobiles & Auto Parts.............................. 6.6
Electronics........................................... 6.4
Appliances & Household Durables....................... 4.6
Drugs & Health Care................................... 3.8
Financial Services.................................... 3.6
Real Estate........................................... 3.1
Retail................................................ 2.7
Chemicals............................................. 2.6
Electrical Utilities.................................. 2.4
Diversified Industries................................ 2.2
Computers............................................. 2.0
Food & Beverage....................................... 1.9
Repurchase Agreement.................................. 1.8
Electronic Components................................. 1.8
Machinery & Equipment................................. 1.6
Wholesale............................................. 1.4
Railroads............................................. 1.4
Building & Construction............................... 1.4
Investment Companies.................................. 1.2
Transportation & Warehousing.......................... 1.2
Oil & Gas............................................. 1.2
Photography........................................... 1.1
Iron & Steel.......................................... 1.1
Broadcasting & Other Media............................ 1.1
Insurance............................................. 1.0
Office Equipment & Supplies........................... 0.9
Mining................................................ 0.9
Engineering & Construction............................ 0.9
Tobacco............................................... 0.8
Rubber................................................ 0.8
Printing & Publishing................................. 0.8
Electrical Equipment.................................. 0.8
Cosmetics/Toiletries.................................. 0.8%
Toy Manufacturer...................................... 0.7
U.S. Government Securities............................ 0.7
Building Materials & Components....................... 0.7
Airlines.............................................. 0.7
Paper................................................. 0.6
Entertainment......................................... 0.6
Transportation-Road & Rail............................ 0.5
Glass Products........................................ 0.4
Commercial Services................................... 0.4
Property Investment................................... 0.3
Metals................................................ 0.3
Health Care/Acute..................................... 0.3
Computer Software & Services.......................... 0.3
Security/Investigation Services....................... 0.2
Publishing............................................ 0.2
Medical Products & Services........................... 0.2
Hotels................................................ 0.2
Gaming................................................ 0.2
Diversified Resources................................. 0.2
Containers............................................ 0.2
Business Services..................................... 0.2
Textiles.............................................. 0.1
Retail Trade.......................................... 0.1
Paper & Packaging..................................... 0.1
Oil Refining & Marketing.............................. 0.1
Engineering & Equipment............................... 0.1
Electrical Services................................... 0.1
Diversified Manufacturing............................. 0.1
Diversified Operations................................ 0.1
Diversified Funds..................................... 0.1
Beverages............................................. 0.1
Apparel............................................... 0.1
-----
95.9
Other assets in excess of liabilities................. 4.1
-----
100.0%
-----
-----
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-86
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Statement of Assets and Liabilities PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets September 30, 1999
<S> <C>
Investments, at value (cost $31,900,467)............................................................... $ 35,080,418
Foreign currency, at value (cost $2,856,269)........................................................... 2,963,529
Cash................................................................................................... 1,309
Receivable for investments sold........................................................................ 135,030
Dividends and interest receivable...................................................................... 96,941
Due from broker-variation margin....................................................................... 48,511
Due from Manager....................................................................................... 24,033
Receivable for Fund shares sold........................................................................ 1,750
Other assets........................................................................................... 236
------------------
Total assets........................................................................................ 38,351,757
------------------
Liabilities
Payable for Fund shares repurchased.................................................................... 1,088,171
Payable for investments purchased...................................................................... 576,824
Accrued expenses....................................................................................... 90,160
Foreign withholding taxes payable...................................................................... 13,082
------------------
Total liabilities................................................................................... 1,768,237
------------------
Net Assets............................................................................................. $ 36,583,520
------------------
------------------
Net assets were comprised of:
Shares of beneficial interest, at par............................................................... $ 3,400
Paid-in capital in excess of par.................................................................... 33,659,528
------------------
33,662,928
Undistributed net investment income................................................................. 241,445
Accumulated net realized loss on investments........................................................ (610,662)
Net unrealized appreciation on investments and foreign currencies................................... 3,289,809
------------------
Net assets, September 30, 1999......................................................................... $ 36,583,520
------------------
------------------
Class Z:
Net asset value per share
($36,583,520 / 3,399,881 shares of beneficial interest issued and outstanding)................... $ 10.76
------------------
------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-87
<PAGE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL PACIFIC INDEX FUND
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
September 30,
Net Investment Income 1999
<S> <C>
Income
Dividends (net of foreign withholding
taxes of $31,197).................. $ 290,733
Interest.............................. 35,114
------------------
Total income....................... 325,847
------------------
Expenses
Management fee........................ 98,638
Custodian's fees and expenses......... 224,000
Audit fee............................. 18,000
Registration fees..................... 15,000
Reports to shareholders............... 10,000
Legal fees............................ 9,000
Trustees' fees........................ 7,200
Transfer agent's fees and expenses.... 2,000
Miscellaneous......................... 1,600
------------------
Total operating expenses........... 385,438
Less: Expense subsidy (Note 2)........ (237,392)
------------------
Net expenses....................... 148,046
------------------
Net investment income.................... 177,801
------------------
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions............... (386,593)
Foreign currency transactions......... 91,520
Financial futures contracts........... 145,207
------------------
(149,866)
------------------
Net change in unrealized appreciation (depreciation) on:
Investments........................... 12,061,175
Foreign currencies.................... 124,881
Financial futures contracts........... 4,405
------------------
12,190,461
------------------
Net gain on investments and foreign
currencies............................ 12,040,595
------------------
Net Increase in Net Assets
Resulting from Operations................ $ 12,218,396
------------------
------------------
</TABLE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL PACIFIC INDEX FUND
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
September Year Ended
Increase (Decrease) 30, September 30,
in Net Assets 1999 1998
<S> <C> <C>
Operations
Net investment income............ $ 177,801 $ 155,134
Net realized loss on investments
and foreign currency
transactions.................. (149,866) (397,409)
Net change in unrealized
appreciation (depreciation) on
investments and foreign
currencies.................... 12,190,461 (8,592,169)
----------- -------------
Net increase (decrease) in net
assets resulting from
operations.................... 12,218,396 (8,834,444)
----------- -------------
Dividends from net investment income
(Note 1)......................... (156,768) (25,244)
----------- -------------
Fund share transactions (Note 6)
Net proceeds from shares sold.... 13,554,042 942,289
Net asset value of shares issued
in reinvestment of
dividends..................... 156,768 25,244
Cost of shares reacquired........ (5,630,075) (365,748)
----------- -------------
Net increase in net assets from
Fund share transactions....... 8,080,735 601,785
----------- -------------
Total increase (decrease)........... 20,142,363 (8,257,903)
----------- -------------
Net Assets
Beginning of year................... 16,441,157 24,699,060
----------- -------------
End of year(a)...................... $36,583,520 $ 16,441,157
----------- -------------
----------- -------------
- ---------------
(a) Includes undistributed net
investment income of............ $ 241,445 $ 149,497
----------- -------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-88
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
Prudential Index Series 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
currently consists of five separate funds, one of which is the Prudential
Pacific Index Fund (the 'Fund').
The investment objective of the Fund is to seek to provide investment results
that correspond to the price and yield performance of a broad-based index of
securities of issuers in the Pacific region, currently the Morgan Stanley
Capital International Pacific Free Index ('MSCI-PFI').
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Company and the Fund in the preparation of its financial statements.
Securities Valuation: 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 mean between the last bid and asked
prices on such day or at the bid price in the absence of an asked price.
Securities that are actively traded in the over-the-counter market, including
listed securities for which the primary market is believed to be
over-the-counter, are valued by an independent pricing agent or a principal
market maker. U.S. Government securities for which market quotations are readily
available are 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 methodology or provides a valuation or methodology that,
in the judgment of the manager or subadviser, does not represent fair value, are
valued by the Valuation Committee or Board of Trustees in consultation with the
manager and the subadviser.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
Repurchase Agreements: In connection with transactions in repurchase agreements
with U.S. financial institutions, it is the Company's policy that its custodian
or designated subcustodians under triparty repurchase agreements, as the case
may be, takes possession of the underlying collateral securities, the value of
which exceeds the principal amount of the repurchase transaction including
accrued interest. To the extent that any repurchase transaction exceeds one
business day, the value of the collateral is marked-to-market on a daily basis
to ensure the adequacy of the collateral. If the seller defaults and the value
of the collateral declines or if bankruptcy proceedings are commenced with
respect to the seller of the security, realization of the collateral by the Fund
may be delayed or limited.
All securities are valued as of 4:15 p.m., New York time.
Foreign Currency Translation: The books and records of the Fund are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:
(i) market value of investment securities, other assets and liabilities--at the
closing rates of exchange;
(ii) purchases and sales of investment securities, income and expenses--at the
rate of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates
and market values at the close of the period, the Fund does not isolate that
portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of securities held at the end of the period. Similarly, the Fund does not
isolate the effect of changes in foreign exchange rates from the fluctuations
arising from changes in the market prices of long-term debt securities sold
during the period. Accordingly, realized foreign currency gains (losses) are
included in the reported net realized gains on investment transactions.
Net realized losses on foreign currency transactions represent net foreign
exchange gains or losses from forward currency contracts, disposition of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on security transactions, and the difference between the amounts of
interest, dividends and foreign taxes recorded on the Fund's 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 unrealized
appreciation on investments 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 possibility of political and economic instability and
the level of governmental supervision and regulation of foreign securities
markets.
- --------------------------------------------------------------------------------
B-89
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses from investment and
foreign currency transactions 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 Fund invests in financial futures contracts in order to hedge existing
portfolio securities, or securities the Fund intends to purchase, against
fluctuations in value. Under a variety of circumstances, the Fund may not
achieve the anticipated benefits of the financial futures contracts and may
realize a loss. The use of futures transactions involves the risk of imperfect
correlation in movements in the price of futures contracts and the underlying
assets.
Dividends and Distributions: The Fund expects to pay dividends of net investment
income and distributions of net realized capital and currency gains, if any,
annually. Dividends and distributions are recorded on the ex-dividend date.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
Taxes: For federal income tax purposes, each fund in the Company is treated as a
separate taxpaying entity. It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.
Withholding taxes on foreign dividends, interest and capital gains have been
provided for in accordance with the Fund's understanding of the applicable
country's tax rules and rates.
Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with the American Institute of
Certified Public Accountants Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distributions by Investment Companies. The effect of applying
this statement was to increase undistributed net investment income and to
increase accumulated net realized loss on investments by $70,915, relating to
net realized foreign currency gains. Net investment income, net realized gains
and net assets were not affected by these changes.
- ------------------------------------------------------------
Note 2. Agreements
The Company has a management agreement with Prudential Investments Fund
Management LLC ('PIFM'). Pursuant to this agreement, PIFM has responsibility for
all investment advisory services and supervises the subadviser's performance of
such services. PIFM has entered into a subadvisory agreement with The Prudential
Investment Corporation ('PIC'); PIC furnishes investment advisory services in
connection with the management of the Company. PIFM pays for the cost of the
subadviser's services, the compensation of officers of the Company, occupancy
and certain clerical and bookkeeping costs of the Company. The Company bears all
other costs and expenses.
The management fee paid PIFM is computed daily and payable monthly at an annual
rate of .40 of 1% of the average daily net assets of the Fund.
PIFM has agreed to subsidize the operating expenses of the Fund so that total
Fund operating expenses do not exceed .60% on an annualized basis of the Fund's
average daily net assets. For the year ended September 30, 1999, PIFM subsidized
$237,392 of the expenses of the Fund (0.96% of average net assets or $0.07 per
share).
The Company has a distribution agreement with Prudential Investment Management
Services LLC ('PIMS'), which acts as the distributor of the Fund. No
distribution or service fees are paid to PIMS as distributor of the Fund.
PIFM, PIC and PIMS are wholly owned subsidiaries of The Prudential Insurance
Company of America ('The Prudential').
- --------------------------------------------------------------------------------
B-90
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
Note 3. Other Transactions With Affiliates
Prudential Mutual Fund Services LLC ('PMFS'), a wholly owned subsidiary of PIFM,
serves as the Company's transfer agent. During the year ended September 30,
1999, the Fund incurred fees of approximately $1,500 for the services of PMFS.
As of September 30, 1999, approximately $200 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations also include
certain out-of-pocket expenses paid to nonaffiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of investment securities, other than short-term investments,
for the year ended September 30, 1999 were $7,617,987 and $1,158,202,
respectively.
The cost basis of investments for federal income tax purposes at September 30,
1999 was $32,139,804 and, accordingly, net unrealized appreciation for federal
income tax purposes was $2,940,614 (gross unrealized appreciation--$5,014,722;
gross unrealized depreciation--$2,074,108).
For Federal income tax purposes, the Fund had a capital loss carryforward as of
September 30, 1999 of $450,909 which expires in 2007. Accordingly, no capital
gains distributions are expected to be paid to shareholders until future net
gains have been realized in excess of such carryforward.
The Fund will elect, for United States Federal income tax purposes, to treat
long-term capital losses of $118,458 incurred in the eleven months ended
September 30, 1999 as having been incurred in the following fiscal year.
During the year ended September 30, 1999, the Fund entered into financial
futures contracts. Details of open contracts as of September 30, 1999 are as
follows:
<TABLE>
<CAPTION>
Value at Value at Unrealized
Number of Expiration September 30, Trade Appreciation/
Contracts Type Date 1999 Date (Depreciation)
- -------------- ------------------- ---------- ------------- -------- --------------
<S> <C> <C> <C> <C> <C>
Long Positions:
2 Hang Seng Oct. 1999 $ 164,015 $167,749 $ (3,734)
11 Nikkei 225 Dec. 1999 962,500 963,200 (700)
3 ASX All Ordinaries Dec. 1999 141,114 142,729 (1,615)
33 Nikkei 300 Dec. 1999 908,481 905,278 3,203
------
$ (2,846)
------
------
</TABLE>

Note 5. Joint Repurchase Agreement Account
The Fund, 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. As of September 30, 1999, the
Fund has a 0.1% undivided interest in the repurchase agreements in the joint
account. The undivided interest for the Fund represents $649,000 in principal
amount. As of such date, the repurchase agreements in the joint account and the
value of the collateral therefor were as follows:
Warburg Dillon Read LLC, 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $193,802,299.
Bear, Stearns & Co. Inc., 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $194,200,266.
Morgan (J.P.) Securities, Inc., 5.25%, in the principal amount of $190,000,000,
repurchase price $190,027,708, due 10/1/99. The value of the collateral
including accrued interest was $193,800,121.
Goldman, Sachs & Co., 4.75%, in the principal amount of $88,875,000, repurchase
price $88,886,727, due 10/1/99. The value of the collateral including accrued
interest was $90,653,200.
- ------------------------------------------------------------
Note 6. Borrowings
As of March 11, 1999, the Fund, along with other affiliated registered
investment companies (the 'Funds'), entered into a syndicated credit agreement
(the 'SCA') with an unaffiliated lender. The maximum commitment under the SCA is
$1 billion. Interest on any borrowings will be at market rates. The Funds pay a
commitment fee at an annual rate of .065 of 1% on the unused portion of the
credit facility, which is accrued and paid quarterly on a pro rata basis by the
Funds. The SCA expires on March 9, 2000. Prior to March 11, 1999, the Funds had
a credit agreement with a maximum commitment of $200,000,000. The commitment fee
was .055 of 1% on the unused portion of the credit facility. The purpose of the
agreements is to serve as an alternative source of funding for capital share
redemptions.
The Fund utilized the line of credit during the year ended September 30, 1999.
The average daily balance the Fund had outstanding during the
- --------------------------------------------------------------------------------
B-91
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
year was approximately $98,000 at a weighted average interest rate of
approximately 5.85%.
- ------------------------------------------------------------
Note 7. Capital
The Fund has authorized an unlimited number of Class Z shares of beneficial
interest at $.001 par value per share. Class Z shares are not subject to any
sales or redemption charges and are offered exclusively for sale to a limited
group of investors. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Shares
---------
<S> <C>
Year ended September 30, 1999:
Shares sold........................................ 1,381,345
Shares issued in reinvestment of dividends......... 20,021
Shares reacquired.................................. (579,605)
---------
Net increase in shares outstanding................. 821,761
---------
---------
Year ended September 30, 1998:
Shares sold........................................ 122,342
Shares issued in reinvestment of dividends......... 3,333
Shares reacquired.................................. (47,575)
---------
Net increase in shares outstanding................. 78,100
---------
---------
</TABLE>

As of September 30, 1999, 2,570,702 of the outstanding shares were owned by The
Prudential.
- --------------------------------------------------------------------------------
B-92
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Financial Highlights PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 24,
1997(a)
Year Ended Year Ended Through
September 30, September 30, September 30,
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..................................... $ 6.38 $ 9.88 $ 10.00
------ ------ ------
Income from investment operations
Net investment income(b)................................................. 0.05 0.06 0.02
Net realized and unrealized gain (loss) on investment and foreign
currency transactions................................................. 4.39 (3.55) (0.14)
------ ------ ------
Total from investment operations...................................... 4.44 (3.49) (0.12)
------ ------ ------
Less distributions
Dividends from net investment income..................................... (.06) (.01) --
------ ------ ------
Net asset value, end of period........................................... $ 10.76 $ 6.38 $ 9.88
------ ------ ------
------ ------ ------
TOTAL RETURN(d):......................................................... 70.48% (35.54)% (1.20)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).......................................... $36,584 $16,441 $24,699
Average net assets (000)................................................. $24,660 $19,827 $24,802
Ratios to average net assets:(b)
Expenses.............................................................. .60% .60% .60%(c)
Net investment income................................................. .72% .78% 13.14%(c)
Portfolio turnover....................................................... 5% 2% 0%
</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 returns for periods of less than a
full year are not annualized.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-93
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Report of Independent Accountants PRUDENTIAL PACIFIC INDEX FUND
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees
Prudential Index Series Fund--Prudential Pacific Index Fund:

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Index Series
Fund--Prudential Pacific Index Fund (the 'Fund', one of the portfolios
constituting Prudential Index Series Fund) at September 30, 1999, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended and the financial highlights for each
of the two years in the period then ended and for the period September 24, 1997
(commencement of operations) through September 30, 1997, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as 'financial statements') are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at September 30, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
November 17, 1999
- --------------------------------------------------------------------------------
B-94
<PAGE>

Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
LONG-TERM INVESTMENTS--95.1%
COMMON STOCKS
- ----------------------------------------------------------------
Advertising--1.3%
3,950 HA-LO Industries, Inc.(a) $ 24,687
3,800 True North Communications, Inc. 138,225
4,550 Valassis Communications, Inc. 199,916
-----------
362,828
- ----------------------------------------------------------------
Aerospace--0.4%
1,200 Aviation Sales Co.(a) 22,800
1,900 BE Aerospace, Inc.(a) 22,681
3,000 Orbital Sciences Corp.(a) 52,500
1,700 Trimble Navigation, Ltd.(a) 18,169
-----------
116,150
- ----------------------------------------------------------------
Airlines--0.3%
1,500 Atlantic Coast Airlines Holdings, Inc. 26,625
2,600 Mesa Air Group, Inc.(a) 15,925
1,900 SkyWest, Inc. 41,681
-----------
84,231
- ----------------------------------------------------------------
Automobiles & Trucks--1.3%
1,300 Discount Auto Parts, Inc.(a) 20,963
5,800 Gentex Corp. 119,806
1,400 Simpson Industries, Inc. 15,488
1,850 Smith (A.O.) Corp. 55,962
900 Spartan Motors, Inc. 4,556
1,000 Standard Motor Products, Inc.
(Class 'A' Stock) 19,438
1,600 TBC Corp.(a) 11,075
1,600 Titan International, Inc. 16,400
3,700 Tower Automotive, Inc.(a) 73,306
1,800 Wabash National Corp. 36,562
-----------
373,556
- ----------------------------------------------------------------
Banks--6.0%
2,000 Anchor BanCorp, Inc. 32,500
1,900 Banknorth Group, Inc. 56,762
2,000 Carolina First Corp. $ 39,625
2,300 Centura Banks, Inc. 95,162
2,300 Chittenden Corp. 65,550
2,258 Commerce Bancorp, Inc. 93,707
4,800 Commercial Federal Corp.(a) 94,200
3,700 Community First Bankshares, Inc. 62,437
2,190 Downey Financial Corp. 44,074
7,200 First Merit Corp. 182,700
2,200 First Midwest Bancorp, Inc. 84,012
2,300 FirstBank Puerto Rico(a) 45,425
3,157 HUBCO, Inc. 97,275
800 JSB Financial, Inc. 45,800
1,900 Maf Bancorp, Inc. 37,763
2,100 Premier Bancshares, Inc. 36,750
2,000 Provident Bankshares Corp. 42,563
1,700 Queens County Savings Bank Corp. 46,963
2,200 Riggs National Corp. 37,125
1,700 Silicon Valley Bancshares 41,013
3,200 St. Paul Bancorp, Inc. 73,200
2,900 Susquehanna Bancshares, Inc. 50,025
2,140 Trustco Bank Corp. 63,197
3,400 United Bankshares, Inc. 82,662
3,400 UST Corp. 104,550
1,800 Whitney Holding Corp. 61,875
-----------
1,716,915
- ----------------------------------------------------------------
Broadcasting--0.7%
4,400 Westwood One, Inc.(a) 198,550
- ----------------------------------------------------------------
Chemicals--2.2%
2,000 Cambrex Corp. 52,875
800 Chemed Corp. 24,200
1,400 Chemfirst, Inc.(a) 38,238
1,965 Enzo Biochem, Inc. 55,757
1,900 Geon Co. 48,925
1,300 Ionics, Inc.(a) 42,087
1,800 Lilly Industries, Inc., (Class 'A'
Stock) 24,525
2,000 MacDermid, Inc. 68,125
1,200 Material Sciences Corp.(a) 15,975
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-95
<PAGE>

Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Chemicals (cont'd.)
800 McWhorter Technologies, Inc.(a) $ 11,800
2,000 Mississippi Chemical Corp.(a) 14,000
1,900 OM Group, Inc. 72,912
600 Penford Corp. 8,175
700 Quaker Chemical Corp. 11,638
1,500 Scotts Co. (Class 'A' Stock)(a) 51,937
3,000 Tetra Tech, Inc. 50,062
1,000 TETRA Technologies, Inc.(a) 10,188
1,200 WD 40 Co. 28,088
-----------
629,507
- ----------------------------------------------------------------
Commercial Services--4.7%
2,150 AAR Corp. 38,700
1,800 ABM Industries, Inc. 45,675
1,700 ADVO, Inc. 33,894
2,900 Billing Concepts Corp. 14,500
1,100 Blanch (E.W.) Holdings, Inc. 71,637
2,900 Bowne & Co., Inc. 34,981
1,500 Catalina Marketing Corp.(a) 127,219
1,500 CDI Corp. 40,969
2,900 Central Parking Corp. 84,825
900 Central Vermont Public Service Corp. 11,869
1,200 ChoicePoint, Inc 80,850
1,100 Fair Issac & Co., Inc. 30,869
1,700 G & K Services, Inc. (Class 'A' Stock) 68,850
900 Insurance Auto Auctions, Inc.(a) 13,387
5,200 Interim Services, Inc.(a) 85,150
3,350 Labor Ready, Inc. 33,709
1,500 Lason, Inc.(a) 66,797
1,300 Merrill Corp. 25,919
1,700 NFO Worldwide, Inc.(a) 21,675
3,800 Profit Recovery Group International,
Inc. 169,575
198 Quintiles Transnational, Corp.(a) 3,768
2,300 StaffMark, Inc.(a) 18,256
6,800 US Oncology, Inc.(a) 61,625
2,100 Vantive Corp. 18,244
1,200 Volt Information Sciences, Inc.(a) 29,100
3,000 World Color Press, Inc.(a) 111,750
-----------
1,343,793
Computer Services--9.1%
6,700 Acxiom Corp.(a) $ 131,697
3,400 American Management Systems, Inc.(a) 87,231
1,700 Analysts International Corp. 17,638
1,600 Apex, Inc.(a) 29,900
1,900 Aspen Technology, Inc.(a) 18,525
2,200 BISYS Group, Inc.(a) 103,194
1,400 Black Box Corp.(a) 73,500
2,700 Cerner Corp.(a) 41,175
4,600 Ciber, Inc. 70,437
1,900 Clarify, Inc.(a) 95,594
1,300 Consolidated Graphics, Inc.(a) 54,762
1,200 Customtracks Corp. 35,550
1,500 DBT Online, Inc.(a) 37,406
2,100 Dendrite International, Inc.(a) 99,225
3,200 Epicor Software Corp.(a) 18,400
1,300 Factset Research Systems, Inc. 73,937
3,000 Harbinger Corp.(a) 50,625
1,600 Henry (Jack) & Associates, Inc. 59,100
1,900 HNC Software, Inc. 75,406
2,000 Hutchinson Technology, Inc. 54,000
2,445 Hyperion Software Corp. 53,790
3,576 Inacom Corp.(a) 32,855
2,200 Information Resources, Inc.(a) 24,338
3,400 Macromedia, Inc.(a) 138,975
3,100 Mercury Interactive Corp. 200,144
1,300 Micros Systems, Inc.(a) 52,650
2,700 National Data Corp. 70,200
4,000 National Instruments Corp. 141,375
1,350 Progress Software Corp.(a) 42,356
3,900 Read-Rite Corp.(a) 17,184
2,300 Remedy Corp.(a) 65,262
3,100 RSA Security, Inc.(a) 82,344
1,400 Scott Technologies, Inc. 27,650
3,300 Technology Solutions Co. 46,613
1,200 Telxon Corp. 10,050
2,400 Visio Corp.(a) 94,200
800 Wall Data, Inc.(a) 4,300
4,300 Whittman Hart, Inc. 166,759
2,500 Zebra Technologies Corp.
(Class 'A' Stock)(a) 113,672
-----------
2,612,019
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-96
<PAGE>

Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Computers--1.1%
2,000 Auspex System, Inc. $ 17,750
1,600 Computer Task Group, Inc. 23,600
1,100 Digi International, Inc. 12,031
1,700 Exabyte Corp.(a) 7,384
1,800 Gerber Scientific, Inc. 40,275
1,600 MicroAge, Inc.(a) 3,450
2,500 National Computer Systems, Inc. 95,860
1,600 Network Equipment Technologies, Inc. 14,700
1,200 Standard Microsystems Corp. 11,100
1,900 Xircom, Inc.(a) 81,106
-----------
307,256
- ----------------------------------------------------------------
Construction--1.0%
600 Butler Manufacturing Co.(a) 15,750
2,100 Dycom Industries, Inc. 88,594
1,550 Elcor Corp. 38,750
2,000 Insituform Technologies, Inc.(a) 50,000
4,200 Morrison Knudsen Corp. (Class 'A'
Stock)(a) 43,312
900 Southern Energy Homes, Inc.(a) 2,363
2,300 Standard Pacific Corp. 23,575
1,000 Stone & Webster, Inc. 28,000
-----------
290,344
- ----------------------------------------------------------------
Consumer Cyclical--1.6%
1,500 Barnes Group, Inc. 30,094
3,800 Champion Enterprises, Inc.(a) 34,200
5,100 D.R. Horton, Inc. 65,981
2,000 Justin Industries, Inc. 28,375
2,100 Manitowoc Co., Inc. 71,662
2,900 Mueller Industries, Inc.(a) 86,094
1,550 Myers Industries, Inc. 27,513
900 Republic Group, Inc. 12,544
1,300 Standard Products Co. 45,987
3,200 Wolverine World Wide, Inc. 36,400
1,500 Wynns International, Inc. 23,906
-----------
462,756
- ----------------------------------------------------------------
Consumer Growth & Stable--1.0%
4,100 Bio-Technology General Corp.(a) 39,334
4,200 Caseys Gen. Stores, Inc. 56,306
1,100 Cooper Companies, Inc. $ 33,963
5,500 DeVry, Inc.(a) 110,000
3,500 Dimon, Inc. 13,563
1,600 Franklin Covey Co. 12,300
1,100 Nelson Thomas, Inc. 10,725
-----------
276,191
- ----------------------------------------------------------------
Containers & Packaging--0.5%
2,900 Aptargroup, Inc. 77,575
2,000 Caraustar Industries, Inc. 51,000
2,150 Shorewood Packaging Corp.(a) 29,159
-----------
157,734
- ----------------------------------------------------------------
Cosmetics & Soaps--0.3%
1,110 Kimberly-Clark Corp. 58,262
1,300 Natures Sunshine Products, Inc. 12,309
1,100 USA Detergent, Inc.(a) 5,431
-----------
76,002
- ----------------------------------------------------------------
Distribution/ Wholesalers--0.7%
1,700 Applied Industrial Technologies, Inc. 30,600
4,200 Brightpoint, Inc. 30,581
1,100 Castle (A.M.) & Co. 13,888
1,900 Hughes Supply, Inc. 41,325
2,050 Insight Enterprises, Inc.(a) 66,625
800 Lawson Products, Inc. 17,300
600 Swiss Army Brands, Inc. 5,550
-----------
205,869
- ----------------------------------------------------------------
Drugs & Medical Supplies--6.6%
1,600 ADAC Laboratories 15,700
4,100 Advanced Tissue Sciences, Inc.(a) 12,620
3,400 Alliance Pharmaceutical Corp. 17,213
2,200 Alpharma, Inc. (Class 'A' Stock) 77,687
1,800 Barr Laboratories, Inc.(a) 57,150
2,700 Bindley Western Industries, Inc. 38,644
1,800 Biomatrix, Inc.(a) 40,387
2,400 Cephalon, Inc.(a) 43,125
1,900 Coherent, Inc.(a) 42,394
2,000 COR Therapeutics, Inc.(a) 38,000
1,900 Cygnus, Inc.(a) 21,316
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-97
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as
of September 30, 1999 PRUDENTIAL SMALL-CAP INDEX FUND
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Drugs & Medical Supplies (cont'd.)
3,500 Dura Pharmaceuticals, Inc.(a) $ 48,781
1,500 Hanger Orthopedic Group, Inc.(a) 21,750
1,200 Hologic, Inc.(a) 4,838
1,700 IDEC Pharmaceuticals Corp.(a) 159,853
3,100 IDEXX Laboratories, Inc.(a) 53,378
1,900 Immune Response Corp. 9,263
2,200 Incyte Pharmaceuticals, Inc.(a) 50,875
2,400 Invacare Corp. 46,950
3,450 Jones Pharmaceutical, Inc. 113,742
1,100 Maxxim Medical, Inc. 26,331
2,000 Mentor Corp. 57,000
1,400 Molecular Biosystems, Inc.(a) 2,450
5,300 NBTY, Inc.(a) 40,412
2,600 North American Vaccine, Inc.(a) 19,500
1,700 Noven Pharmaceuticals, Inc.(a) 14,450
1,100 Osteotech, Inc.(a) 14,988
2,600 Owens & Minor, Inc. 25,025
2,000 Parexel International Corp. 18,250
2,750 Patterson Dental Co.(a) 136,297
1,900 Pharmaceutical Product Development,
Inc. 25,769
1,724 Priority Healthcare Corp. 53,228
1,500 Protein Design Labs, Inc.(a) 54,187
2,400 Regeneron Pharmaceuticals, Inc.(a) 19,500
2,400 Respironics, Inc.(a) 19,800
2,600 Roberts Pharmaceutical Corp. 78,650
4,400 Safeskin Corp.(a) 36,163
700 SpaceLabs Medical, Inc.(a) 10,588
3,700 Summit Technology, Inc.(a) 67,756
1,700 Sunrise Medical, Inc.(a) 10,200
1,000 Syncor International Corp.(a) 37,500
2,100 US Bioscience, Inc.(a) 29,925
2,400 Varian Medical Systems, Inc. 52,500
2,000 Vertex Pharmaceuticals, Inc.(a) 62,125
1,000 Vital Signs, Inc. 20,375
1,000 Xomed Surgical Products, Inc.(a) 57,000
-----------
1,903,635
- ----------------------------------------------------------------
Electrical Equipment--5.4%
1,600 Alpha Industries, Inc. 90,250
1,000 Analogic Corp. 31,563
2,900 Anixter International, Inc.(a) $ 67,425
3,000 Artesyn Technologies, Inc.(a) 56,906
2,900 Baldor Electric Co. 54,919
1,900 Belden, Inc. 38,950
2,950 Burr-Brown Corp. 116,525
1,000 C&D Technologies, Inc. 36,313
3,200 C-Cube Microsystems, Inc.(a) 139,200
3,300 Cognex Corp. 99,619
1,100 Electro Scientific Industries, Inc.(a) 58,609
1,600 Electroglas, Inc.(a) 37,400
1,700 Etec Systems, Inc.(a) 63,962
1,100 Hadco Corp.(a) 47,575
850 Harmon Industries, Inc. 10,678
1,800 Helix Technology Corp. 59,850
1,100 Innovex, Inc. 9,900
3,100 KEMET Corp.(a) 99,103
2,200 Kent Electronics Corp.(a) 40,700
4,300 Komag, Inc.(a) 12,900
1,900 Kulicke & Soffa Industries, Inc.(a) 46,194
3,100 Novellus Systems, Inc. 209,056
1,300 Technitrol, Inc. 45,825
2,200 Valence Technology, Inc.(a) 10,313
3,300 Vicor Corp.(a) 74,869
-----------
1,558,604
- ----------------------------------------------------------------
Electronics--4.6%
900 Alliant Techsystems, Inc.(a) 62,381
1,300 Benchmark Electronics, Inc.(a) 45,906
2,100 BMC Industries, Inc. 25,856
2,250 Cable Design Technologies Corp.(a) 51,328
2,400 Checkpoint Systems, Inc. 22,350
2,200 CTS Corp. 126,500
2,300 Dallas Semiconductor Corp. 122,906
5,100 Digital Microwave Corp. 80,006
1,800 Dionex Corp.(a) 76,950
2,500 Filenet Corp. 26,719
1,400 Harman International Industries, Inc. 58,888
1,100 Itron, Inc.(a) 6,463
1,300 Marshall Industries(a) 47,450
2,800 Methode Eletronics, Inc. (Class 'A'
Stock) 52,850
3,300 Micrel, Inc.(a) 143,137
800 Park Electrochemical Corp. 26,300
1,900 Photronics, Inc.(a) 42,631
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-98
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as
of September 30, 1999 PRUDENTIAL SMALL-CAP INDEX FUND
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Electronics (cont'd.)
2,100 Pioneer-Standard Electronics, Inc. $ 30,319
1,400 Plexus Corp.(a) 42,875
4,200 S3, Inc.(a) 43,838
500 Three-Five Systems, Inc.(a) 11,063
1,700 Ultratech Stepper, Inc.(a) 21,675
2,600 Unitrode Corp.(a) 109,200
500 Watkins Johnson Co. 16,781
1,600 X-Rite, Inc. 10,400
-----------
1,304,772
- ----------------------------------------------------------------
Exploration & Production--0.4%
122 Eagle Geophysical, Inc.(a) 46
3,300 Newfield Exploration Co.(a) 108,694
-----------
108,740
- ----------------------------------------------------------------
Financial Services--4.6%
5,700 Americredit Corp. 85,144
2,900 Capital Resources Corp. 29,000
4,300 Cullen/Frost Bankers, Inc. 107,500
1,000 Dain Rauscher Corp. 49,000
1,662 Delphi Financial Group, Inc.(a) 50,172
2,900 Eaton Vance Corp. 92,800
1,500 Gallagher (Arthur J.) & Co. 79,875
2,000 Hambrecht & Quist Group(a) 97,875
1,900 Jeffries Group, Inc. 39,662
4,600 Legg Mason, Inc. 176,237
2,200 Orion Capital Corp. 104,225
2,100 Pioneer Group, Inc. 31,500
1,678 Primark Corp.(a) 47,718
3,750 Raymond James Financial, Inc. 74,766
1,400 SEI Investments Corp. 124,994
1,500 U.S. Trust Corp. 120,562
-----------
1,311,030
- ----------------------------------------------------------------
Food & Beverage--2.0%
1,500 Canandaigua Wine, Inc. (Class 'A'
Stock)(a) 89,625
5,200 Chiquita Brands International, Inc. 30,875
700 Coca-Cola Bottling Co. 39,266
3,400 Earthgrains Co. 75,225
3,000 Fleming, Inc. 29,437
700 J & J Snack Foods Corp.(a) $ 13,825
1,600 Michael Foods, Inc. 42,050
900 Nash-Finch Co. 6,300
1,100 Performance Food Group Co.(a) 28,187
2,400 Ralcorp Holdings, Inc. 42,450
3,300 Smithfield Foods, Inc.(a) 88,275
1,400 United Natural Foods, Inc.(a) 12,294
2,100 Whole Foods Market, Inc. 68,709
-----------
566,518
- ----------------------------------------------------------------
Forest Products--0.1%
1,000 Pope & Talbot, Inc. 12,375
1,600 Universal Forest Products, Inc. 20,900
-----------
33,275
- ----------------------------------------------------------------
Furniture--0.9%
1,000 Bassett Furniture Industries, Inc. 19,000
900 Dixie Group, Inc. 6,975
3,300 Ethan Allen Interiors, Inc.(a) 104,981
4,200 La-Z-Boy, Inc. 80,063
1,300 Libbey, Inc. 38,431
1,200 Thomas Industries, Inc. 22,425
-----------
271,875
- ----------------------------------------------------------------
Health Care--1.6%
4,700 Coventry Health Care, Inc.(a) 44,650
800 Curative Health Services, Inc. 3,800
1,200 Datascope Corp. 42,150
1,100 Diagnostic Products Corp. 29,494
4,154 Integrated Health Services, Inc. 6,491
3,100 Liposome Co., Inc.(a) 23,589
2,500 Magellan Health Services, Inc. 18,281
2,900 Medquist, Inc.(a) 96,969
1,600 NCS Healthcare, Inc. 4,200
2,400 Organogenesis, Inc.(a) 17,850
3,500 Renal Care Group, Inc.(a) 76,672
2,100 Sierra Health Services, Inc.(a) 21,262
2,000 Sola International, Inc.(a) 31,000
1,400 Wesley Jessen VisionCare, Inc.(a) 43,662
-----------
460,070
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-99
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as
of September 30, 1999 PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Hospital Management--0.6%
2,800 Genesis Health Ventures, Inc.(a) $ 6,650
3,800 Orthodontic Centers of America, Inc.(a) 66,500
1,200 Pediatrix Medical Group, Inc.(a) 16,650
6,000 PhyCor, Inc.(a) 26,250
2,500 Universal Health Services, Inc.
(Class 'B' Stock)(a) 64,688
-----------
180,738
- ----------------------------------------------------------------
Housing Related--1.4%
2,800 Fedders Corp. 16,800
1,800 M.D.C. Holdings, Inc. 29,138
600 National Presto Industries, Inc. 23,175
1,500 Oak Industries, Inc. 51,000
3,700 Oakwood Homes Corp. 16,650
3,000 Radian Group, Inc. 128,812
1,200 Ryland Group, Inc. 27,300
700 Skyline Corp. 17,981
2,900 Toll Brothers, Inc.(a) 55,281
1,100 U.S. Home Corp. 30,594
-----------
396,731
- ----------------------------------------------------------------
Insurance--1.6%
3,800 AMRESCO, Inc. 11,400
3,000 Enhance Financial Services Group, Inc. 53,062
2,368 Fidelity National Financial, Inc. 35,964
5,200 First American Financial Corp. 69,550
5,500 Fremont General Corp. 52,250
2,700 Frontier Insurance Group, Inc. 23,625
900 Galey & Lord, Inc. 2,363
1,000 Hilb, Rogal & Hamilton Co. 25,063
2,300 Hooper Holmes, Inc. 58,937
3,500 Mutual Risk Management Ltd. 42,875
2,200 Selective Insurance Group, Inc. 41,525
700 Trenwick Group, Inc. 11,594
1,400 Zenith National Insurance Corp. 29,925
-----------
458,133
- ----------------------------------------------------------------
Leisure--1.8%
1,300 Action Performance Cos., Inc.(a) 27,381
1,000 Anchor Gaming(a) 59,500
2,000 Arctic Cat, Inc. 19,125
3,500 Aztar Corp.(a) $ 35,875
900 Carmike Cinemas, Inc. (Class 'A'
Stock)(a) 11,813
600 GC Companies, Inc.(a) 18,000
2,100 Hollywood Park, Inc.(a) 32,287
800 Huffy Corp. 7,900
1,300 K2, Inc.(a) 11,456
2,350 Marcus Corp. 28,347
3,036 Midway Games, Inc. 47,817
2,500 Players International, Inc.(a) 18,516
2,000 Polaris Industries, Inc. 69,250
4,100 Prime Hospitality Corp.(a) 32,800
2,100 Sturm Ruger & Co., Inc. 18,900
950 Thor Industries, Inc. 24,225
1,800 Winnebago Industries, Inc. 43,087
-----------
506,279
- ----------------------------------------------------------------
Machinery--2.4%
3,095 Applied Power, Inc. (Class 'A' Stock) 94,011
1,500 Astec Industries, Inc.(a) 36,187
1,400 Dril-Quip, Inc.(a) 35,787
1,100 Flow International Corp.(a) 11,413
1,200 Gardner Denver, Inc.(a) 18,150
1,600 Graco, Inc. 52,500
2,100 Halter Marine Group, Inc. 11,419
2,400 IDEX Corp. 67,950
3,500 JLG Industries, Inc. 53,156
1,000 Lindsay Manufacturing Co.(a) 19,625
3,700 Paxar Corp. 35,613
1,700 Regal Beloit Corp. 35,275
900 Robbins & Myers, Inc. 13,950
2,400 Roper Industries, Inc. 91,800
1,400 Royal Appliance Manufacturing Co.(a) 7,000
1,500 Specialty Equipment Cos., Inc.(a) 37,875
2,300 SpeedFam-IPEC, Inc.(a) 27,600
1,000 Toro Co. 37,375
-----------
686,686
- ----------------------------------------------------------------
Metals-Ferrous--0.7%
1,800 Birmingham Steel Corp. 13,725
1,200 Commercial Metals Co. 34,500
3,500 Mascotech, Inc. 56,656
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-100
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as
of September 30, 1999 PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Metals-Ferrous (cont'd.)
1,100 Quanex Corp. $ 28,188
2,250 Reliance Steel and Aluminum Co. 47,250
800 Steel Technologies, Inc. 9,300
1,300 WHX Corp.(a) 13,000
-----------
202,619
- ----------------------------------------------------------------
Metals-Non Ferrous--0.4%
700 Amcast Industrial Corp. 9,319
2,100 AMCOL International Corp. 30,975
1,300 Brush Wellman, Inc. 19,093
1,200 Commonwealth Industries, Inc. 16,125
5,300 Hecla Mining Co.(a) 15,569
1,300 IMCO Recycling, Inc.(a) 19,500
1,600 RTI International Metals, Inc.(a) 16,000
-----------
126,581
- ----------------------------------------------------------------
Mineral Resources--0.7%
3,066 Delta & Pine Land Co. 79,333
1,050 Kronos, Inc.(a) 38,522
1,600 Lone Star Industries, Inc. 79,800
-----------
197,655
- ----------------------------------------------------------------
Miscellaneous Basic Industry--3.8%
900 Agribrands International, Inc.(a) 44,662
2,200 Apogee Enterprises, Inc. 15,469
1,900 Clarcor, Inc. 31,944
3,000 Corn Products International, Inc. 91,312
800 CPI Corp. 27,350
1,400 Esterline Technologies Corp. 22,050
1,500 Florida Rock Industries, Inc. 52,125
1,200 Gibson Greetings, Inc.(a) 6,375
1,700 Global Industrial Technologies, Inc. 20,719
2,400 Griffon Corp.(a) 19,200
600 Insteel Industries, Inc. 5,400
4,200 Interface, Inc. 21,525
916 Intermagnetics General Corp. 5,496
2,000 Intermet Corp.(a) 16,938
1,800 Kaman Corp. $ 22,950
1,800 Kroll - O' Gara Co.(a) 30,038
1,200 Lydall, Inc.(a) 12,375
1,800 Pre-Paid Legal Services, Inc.(a) 70,875
1,100 QRS Corp.(a) 70,537
1,000 SEACOR SMIT, Inc.(a) 51,250
1,400 Service Experts, Inc.(a) 14,525
2,600 Silicon Valley Group, Inc.(a) 30,713
1,000 Simpson Manufacturing Co., Inc.(a) 46,875
2,800 SLI, Inc.(a) 59,675
1,000 SPS Technologies, Inc.(a) 37,937
1,000 Standex International Corp. 27,000
1,700 Texas Industries, Inc. 62,900
3,000 Tredegar Industries, Inc. 64,125
1,200 URS Corp. 29,400
1,900 Valmont Industries, Inc. 32,062
2,300 Watsco, Inc. 26,163
1,000 Wolverine Tube, Inc.(a) 15,500
-----------
1,085,465
- ----------------------------------------------------------------
Office Equipment & Supplies--0.3%
2,500 John H. Harland Co. 48,594
400 Nashua Corp. 3,550
1,200 New England Business Service, Inc. 34,275
-----------
86,419
- ----------------------------------------------------------------
Oil & Gas--1.4%
2,300 Benton Oil & Gas Co.(a) 6,181
2,000 Cabot Oil & Gas Corp. (Class 'A' Stock) 34,500
900 Cascade Natural Gas Corp. 16,088
1,300 Cross (A.T.) Co. (Class 'A' Stock) 5,444
3,800 Cross Timbers Oil Co. 51,300
1,500 HS Resources, Inc. 24,562
2,000 Northwest Natural Gas Co. 51,625
2,500 Southwest Gas Corp. 67,344
1,500 Stone Energy Corp.(a) 76,312
4,900 Vintage Petroleum, Inc. 66,150
-----------
399,506
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-101
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as
of September 30, 1999 PRUDENTIAL SMALL-CAP INDEX FUND
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Oil & Gas Services--1.9%
2,600 Barrett Resources Corp.(a) $ 96,037
4,000 Input/Output, Inc.(a) 26,500
1,800 NorthWestern Corp. 40,950
1,800 Oceaneering International, Inc.(a) 30,262
1,600 Offshore Logistics, Inc.(a) 16,500
900 Pennsylvania Enterprises, Inc. 29,194
1,300 Plains Resources, Inc.(a) 23,238
3,200 Pogo Producing Co. 66,400
1,700 Pool Energy Services Co.(a) 41,862
4,400 Pride International, Inc. 62,425
1,600 Remington Oil and Gas Corp.
(Class 'B' Stock)(a) 9,100
1,900 Seitel, Inc.(a) 18,525
1,900 Southwestern Energy Co. 17,219
900 St. Mary Land & Exploration Co. 23,513
3,500 Tuboscope Vetco International, Inc.(a) 43,531
-----------
545,256
- ----------------------------------------------------------------
Paper and Related Products--0.4%
1,800 Brady (W.H.) Co. (Class 'A' Stock) 57,600
2,800 Buckeye Technologies, Inc.(a) 43,925
1,200 Schweitzer-Mauduit International, Inc. 15,525
-----------
117,050
- ----------------------------------------------------------------
Precious Metals--0.3%
1,700 Coeur d'Alene Mines Corp. 7,969
3,050 Stillwater Mining Co.(a) 81,969
-----------
89,938
- ----------------------------------------------------------------
Restaurants--2.0%
2,300 Applebee's International, Inc. 77,481
2,150 CEC Entertainment, Inc. 77,131
1,600 Cheesecake Factory, Inc.(a) 44,400
4,095 CKE Restaurants, Inc. $ 29,689
2,106 Consolidated Products, Inc. 20,533
3,000 Foodmaker, Inc.(a) 74,812
1,600 IHOP Corp. 32,400
2,000 Landry's Seafood Restaurants, Inc. 16,000
1,700 Luby's Cafeterias, Inc. 19,550
900 Panera Bread Co.(a) 5,963
2,500 Ruby Tuesday, Inc.(a) 48,750
2,900 Ryan's Family Steak Houses, Inc.(a) 26,100
1,500 Sonic Corp.(a) 45,656
1,000 Taco Cabana, Inc.(a) 9,688
1,800 TCBY Enterprises, Inc. 8,213
2,000 TriArc Companies, Inc. (Class 'A'
Stock)(a) 42,875
-----------
579,241
- ----------------------------------------------------------------
Retail--6.7%
2,300 Ames Department Stores, Inc.(a) 73,312
2,100 AnnTaylor Stores Corp.(a) 85,837
2,900 Bombay Company, Inc.(a) 14,681
1,400 Books-A-Million, Inc.(a) 11,463
1,400 Brown Shoe Co., Inc. 25,638
1,000 Building Materials Holdings Corp.(a) 10,000
2,000 Cash America International, Inc. 18,875
2,100 Cato Corp. (Class 'A' Stock) 29,597
400 Damark International, Inc.
(Class 'A' Stock)(a) 4,025
1,400 Department 56, Inc.(a) 33,512
1,600 Dress Barn, Inc.(a) 29,350
3,100 Express Scripts, Inc. (Class 'A' Stock) 242,575
1,700 Footstar, Inc.(a) 59,925
2,550 Fossil, Inc.(a) 69,009
2,600 Goody's Family Clothing, Inc. 20,963
1,000 Gottschalks, Inc.(a) 9,000
1,500 Hancock Fabrics, Inc. 6,469
1,100 J. Baker, Inc.(a) 8,663
2,100 Jan Bell Marketing, Inc.(a) 6,431
1,400 Jo Ann Stores, Inc. 17,413
2,400 Just For Feet, Inc. 4,950
900 K-Swiss, Inc. (Class 'A' Stock) 28,406
700 Lillian Vernon Corp. 8,750
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-102
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as
of September 30, 1999 PRUDENTIAL SMALL-CAP INDEX FUND
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ----------------------------------------------------------------
Retail (cont'd.)
3,200 Linens N Things, Inc. $ 108,000
2,300 Michaels Stores, Inc.(a) 67,850
2,000 O'Reilly Automotive, Inc.(a) 95,312
2,450 Pacific Sunwear of California(a) 68,677
7,700 Pier 1 Imports, Inc. 51,975
1,700 Quiksilver, Inc.(a) 31,025
3,050 Regis Corp. 58,712
1,700 Russ Berrie & Co., Inc. 35,594
2,400 Shopko Stores, Inc. 69,600
2,500 Sports Authority, Inc. 7,969
3,500 Stein Mart, Inc.(a) 24,938
3,700 Stride Rite Corp. 25,900
3,300 The Men's Wearhouse, Inc. 70,950
1,700 Timberland Co. (Class 'A' Stock) 66,406
4,500 Williams-Sonoma, Inc.(a) 218,531
2,900 Zale Corp. 111,106
-----------
1,931,389
- ----------------------------------------------------------------
Telecommunications--3.4%
1,200 Adaptive Broadband Corp.(a) 40,200
2,200 Allen Telecom, Inc.(a) 21,450
3,800 Aspect Telecommunications Corp.(a) 64,481
1,900 Avid Technology, Inc.(a) 24,938
900 C-Cor Electronics, Inc. 27,338
400 Centigram Communications Corp.(a) 4,375
4,100 Commscope, Inc. 133,250
3,300 DSP Communications, Inc.(a) 62,700
4,000 General Communication, Inc.(a) 20,875
2,900 General Semiconductor, Inc. 29,906
2,000 Intermediate Telephone, Inc. 35,500
4,100 International Rectifier Corp.(a) 62,525
2,500 InterVoice, Inc.(a) 27,656
3,800 Lattice Semiconductor Corp.(a) 112,812
5,100 P-COM, Inc.(a) 35,700
3,200 Picturetel Corp.(a) 13,600
1,400 Plantronics, Inc.(a) 69,650
1,600 Powerwave Technologies, Inc.(a) 77,150
1,100 Symmetricom, Inc.(a) 8,250
4,800 TALK.com, Inc.(a) 61,950
1,200 TJ International, Inc. 30,150
-----------
964,456
Textiles--0.9%
600 Angelica Corp. $ 6,900
1,100 Ashworth, Inc.(a) 5,225
1,800 Authentic Fitness Corp. 31,612
2,000 Cone Mills Corp.(a) 9,750
1,200 Cyrk, Inc. 6,638
1,800 Delta Woodside Industries, Inc. 4,950
1,700 Guilford Mills, Inc. 14,662
1,900 Gymboree Corp.(a) 13,063
500 Haggar Corp. 6,313
2,500 Hartmarx Corp.(a) 10,000
2,200 Kellwood Co. 48,400
2,700 Nautica Enterprises, Inc.(a) 43,537
1,300 Oshkosh B'Gosh, Inc. (Class 'A' Stock) 20,759
600 Oxford Industries, Inc. 12,938
2,100 Phillips-Van Heusen Corp. 18,637
1,034 Pillowtex Corp. 7,755
-----------
261,139
- ----------------------------------------------------------------
Transportation/Trucking/Shipping--2.6%
2,700 Air Express International Corp. 61,256
2,500 American Freightways, Inc. 45,469
1,500 Arkansas Best Corp. 18,563
1,300 Coachmen Industries, Inc. 19,988
4,000 Expeditors International of Washington,
Inc. 128,375
2,900 Fritz Companies, Inc.(a) 30,088
1,200 Frozen Food Express Industries, Inc. 7,350
2,400 Heartland Express, Inc.(a) 33,900
1,600 Kirby Corp.(a) 31,400
800 Landstar Systems, Inc.(a) 27,800
1,000 M.S. Carriers, Inc.(a) 24,000
1,500 Monaco Coach Corp.(a) 36,562
1,600 Pittston Burlington Group 12,900
700 Railtex, Inc. 11,550
4,500 Rollins Truck Leasing Corp. 45,562
1,100 Rural/Metro Corp. 7,288
2,100 USFreightways Corp. 99,487
3,725 Werner Enterprises, Inc. 65,653
2,000 Yellow Corp.(a) 33,125
-----------
740,316
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-103
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Statement of Assets and Liabilities PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets September 30, 1999
<S> <C>
Investments, at value (cost $30,756,937)................................................................ $ 28,714,055
Cash.................................................................................................... 6,223
Receivable for investments sold......................................................................... 49,288
Due from Manager........................................................................................ 32,232
Dividends and interest receivable....................................................................... 13,987
Receivable for Fund shares sold......................................................................... 4,842
Due from broker-variation margin........................................................................ 1,889
Other assets............................................................................................ 270
------------------
Total assets......................................................................................... 28,822,786
------------------
Liabilities
Accrued expenses and other liabilities.................................................................. 107,739
Payable for Fund shares repurchased..................................................................... 35,779
Payable for investments purchased....................................................................... 9,469
------------------
Total liabilities.................................................................................... 152,987
------------------
Net Assets.............................................................................................. $ 28,669,799
------------------
------------------
Net assets were comprised of:
Shares of beneficial interest, at par................................................................ $ 3,096
Paid-in capital in excess of par..................................................................... 29,863,892
------------------
29,866,988
Undistributed net investment income.................................................................. 118,826
Accumulated net realized gain on investments......................................................... 793,742
Net unrealized depreciation on investments........................................................... (2,109,757)
------------------
Net assets, September 30, 1999.......................................................................... $ 28,669,799
------------------
------------------
Class Z:
Net asset value per share
($28,669,799 / 3,096,464 shares of beneficial interest issued and outstanding).................... $9.26
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-105
<PAGE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL SMALL-CAP INDEX FUND
Statement of Operations
- --------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
September 30,
Net Investment Income 1999
<S> <C>
Income
Dividends (net of foreign withholding taxes
of $80)................................. $ 212,516
Interest................................... 81,928
-------------
Total income............................ 294,444
-------------
Expenses
Management fee............................. 80,167
Custodian's fees and expenses.............. 156,500
Registration fees.......................... 39,000
Audit fees................................. 18,000
Reports to shareholders.................... 15,000
Transfer agent's fees and expenses......... 10,500
Legal fees................................. 10,000
Trustees' fees............................. 7,200
Miscellaneous.............................. 778
-------------
Total operating expenses................ 337,145
Less: Expense subsidy (Note 2)............. (203,543)
-------------
Net expenses............................ 133,602
-------------
Net investment income......................... 160,842
-------------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain on:
Investment transactions.................... 566,045
Financial futures contracts................ 365,767
-------------
931,812
-------------
Net change in unrealized depreciation on:
Investments................................ 3,003,543
Financial futures contracts................ (63,725)
-------------
2,939,818
-------------
Net gain on investments....................... 3,871,630
-------------
Net Increase in Net Assets
Resulting from Operations..................... $ 4,032,472
-------------
-------------
</TABLE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL SMALL-CAP INDEX FUND
Statement of Changes in Net Assets
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended October 1, 1997(a)
September Through
Increase (Decrease) 30, September 30,
in Net Assets 1999 1998
<S> <C> <C>
Operations
Net investment income......... $ 160,842 $ 108,532
Net realized gain on
investment transactions and
financial futures
contracts.................. 931,812 389,346
Net change in unrealized
appreciation (depreciation)
on investments............. 2,939,818 (5,049,575)
----------- ------------------
Net increase (decrease) in net
assets resulting from
operations ................ 4,032,472 (4,551,697)
----------- ------------------
Dividends and distributions (Note
1):
Dividends to shareholders from
net
investment income.......... (138,794) (31,374)
----------- ------------------
Distributions to shareholders
from net realized gains.... (527,416) --
----------- ------------------
Fund share transactions (Note 6):
Net proceeds from shares
sold....................... 10,442,356 28,670,830
Net asset value of shares
issued to shareholders in
reinvestment of dividends
and distributions.......... 665,853 31,360
Cost of shares reacquired..... (6,060,359) (3,863,432)
----------- ------------------
Net increase in net assets
from
Fund share transactions.... 5,047,850 24,838,758
----------- ------------------
Net increase..................... 8,414,112 20,255,687
----------- ------------------
Net Assets
Beginning of period.............. 20,255,687 --
----------- ------------------
End of period(b)................. $28,669,799 $ 20,255,687
----------- ------------------
----------- ------------------
- ---------------
(a) Commencement of investment operations
(b) Includes undistributed net
investment income of......... $ 118,826 $ 96,778
----------- ------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-106
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------------------
The Prudential Index Series 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 currently consists of five separate funds, one of which is the
Prudential Small-Cap Index Fund (the 'Fund').

The Fund's investment objective is to provide investment results that correspond
to the price and yield performance of a broad-based index of small cap stocks.
The Fund currently uses the Standard & Poor's 600 Small Capitalization Stock
Price Index for that purpose.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Company and the Fund in the preparation of its financial statements.

Securities Valuation: 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 or Nasdaq are valued at the
last sale price on such exchange or board of trade on the date of valuation or,
if there were no sales on such day, at the mean between the last bid and asked
prices quoted on such day or at the bid price in the absence of an asked price.

Securities that are actively traded in the over-the-counter market, including
listed securities for which the primary market is believed to be
over-the-counter, are valued by a principal market maker or independent pricing
agent.

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
methodology or provides a valuation or methodology that, in the judgment of the
manager or subadviser does not represent fair value, are valued by the Valuation
Committee or Board of Trustees in consultation with the manager and the
subadviser.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

In connection with transactions in repurchase agreements, it is the Company's
policy that its custodian or designated subcustodians under triparty repurchase
agreements, as the case may be, 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 Fund may be delayed or limited.

Securities Transactions and Net 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 or commodities 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 or commodity. Such
variation margin is recorded for financial statement purposes on a daily basis
as unrealized gain or loss. When the contract expires or is closed, the gain or
loss is realized and is presented in the statement of operations as net realized
gain (loss) on financial futures contracts.

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

Dividends and Distributions: The Fund will declare and distribute its net
investment income and net capital gains, if any, at least annually. Dividends
and distributions are recorded on the ex-dividend date.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
- --------------------------------------------------------------------------------
B-107
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------------------
Taxes: For federal income tax purposes, each fund in the Company is treated as a
separate taxpaying entity. It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable 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 Fund's understanding of the applicable country's tax rules and rates.

- ------------------------------------------------------------
Note 2. Agreements

The Company has a management agreement with Prudential Investments Fund
Management LLC ('PIFM'). Pursuant to this agreement PIFM has responsibility for
all investment advisory services and supervises the subadviser's performance of
such services. PIFM has entered into a subadvisory agreement with The Prudential
Investment Corporation ('PIC'). PIC furnishes investment advisory services in
connection with the management of the Company. PIFM pays for the cost of
subadviser's services, the compensation of officers of the Company, occupancy
and certain clerical and bookkeeping costs of the Company. The Company bears all
other costs and expenses.

The management fee paid to PIFM is computed daily and payable monthly at an
annual rate of .30 of 1% of the Fund's average daily net assets.

PIFM has agreed to reimburse the Fund so that total operating expenses do not
exceed .50% of the average net assets of the Fund. For the year ended September
30, 1999, PIFM subsidized $203,543 of the expenses of the Fund (0.76% of the
average net assets of the Fund; $.07 per share.)

PIC, PIFM and PIMS are wholly owned subsidiaries of The Prudential Insurance
Company of America.

As of March 11, 1999, the Fund, along with other affiliated registered
investment companies (the 'Funds'), entered into a syndicated credit agreement
('SCA') with an unaffiliated lender. The maximum commitment under the SCA is $1
billion. Interest on any borrowings will be at market rates. The Funds pay a
commitment fee at an annual rate of .065 of 1% on the unused portion of the
credit facility, which is accrued and paid quarterly on a pro rata basis by the
Funds. The SCA expires on March 9, 2000. Prior to March 11, 1999, the Funds had
a credit agreement with a maximum commitment of $200,000,000. The commitment fee
was .055 of 1% on the unused portion of the credit facility. The Fund did not
borrow any amounts pursuant to either agreement during the year ended September
30, 1999. The purpose of the agreements is to serve as an alternative source of
funding for capital share redemptions.

- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates

Prudential Mutual Fund Services LLC ('PMFS'), a wholly owned subsidiary of PIFM,
serves as the Company's transfer agent. During the year ended September 30,
1999, the Fund incurred fees of approximately $9,800 for the services of PMFS.
As of September 30, 1999, approximately $900 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations also include
certain out-of-pocket expenses paid to nonaffiliates.

- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities, excluding short-term investments,
for the year ended September 30, 1999 aggregated $11,898,723 and $7,040,650,
respectively.

On September 30, 1999, the Fund held four purchased financial futures contracts
on the Mid Cap 400 Index expiring December 1999. The cost of such contracts was
$1,415,775. The value of the contracts on September 30, 1999 was $1,348,900,
thereby resulting in an unrealized loss of $66,875.

The cost basis of investments for federal income tax purposes is $31,000,675
and, accordingly, as of September 30, 1999, net unrealized depreciation for
federal income tax purposes was $2,286,620 (gross unrealized
appreciation--$3,820,806; gross unrealized depreciation--$6,107,426).

- ------------------------------------------------------------
Note 5. Joint Repurchase Agreement Account

The Fund, 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. As of September 30, 1999, the
Fund had a .197% undivided interest in the repurchase agreements in the joint
account. The undivided interest represented $1,298,000 in principal amount. As
of such date, each repurchase agreement in the joint account and the collateral
therefor were as follows:
- --------------------------------------------------------------------------------
B-108
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------------------
Warburg Dillon Read LLC, 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $193,802,299.

Bear, Stearns & Co. Inc., 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $194,200,266.

Morgan (J.P.) Securities, Inc., 5.25%, in the principal amount of $190,000,000,
repurchase price $190,027,708, due 10/1/99. The value of the collateral
including accrued interest was $193,800,121.

Goldman, Sachs & Co., 4.75%, in the principal amount of $88,875,000, repurchase
price $88,886,727, due 10/1/99. The value of the collateral including accrued
interest was $90,653,200.

- ------------------------------------------------------------
Note 6. Capital

The Fund has authorized an unlimited number of shares of beneficial interest at
$.001 par value per share. Class Z shares are not subject to any sales or
redemption charge and are offered exclusively for sale to a limited group of
investors.

Transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
Class Z Shares
- ------------------------------------------------- ---------
<S> <C>
Year ended September 30, 1999:
Shares sold...................................... 1,201,757
Shares issued in reinvestment of dividends and
distributions.................................. 77,335
Shares reacquired................................ (684,877)
---------
Net increase in shares outstanding............... 594,215
---------
---------
Year ended September 30, 1998:
Shares sold...................................... 2,895,380
Shares issued in reinvestment of dividends and
distributions.................................. 3,379
Shares reacquired................................ (396,510)
---------
Net increase in shares outstanding............... 2,502,249
---------
---------
</TABLE>

Of the total shares outstanding on September 30, 1999, PIFM and affiliates owned
1,971,808 shares of the Fund.
- --------------------------------------------------------------------------------
B-109
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Financial Highlights PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class Z
-----------------------------------------------
Year October 1, 1997(a)
Ended Through
September 30, 1999 September 30, 1998
--------------------- ---------------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period........................................... $ 8.09 $ 10.00
------ ------
Income from investment operations
Net investment income (b)...................................................... .05 .04
Net realized and unrealized gain (loss) on investments......................... 1.36 (1.94)
------ ------
Total from investment operations............................................ 1.41 (1.90)
------ ------
Less distributions:
Dividends from net investment income........................................... (.05) (.01)
Distributions from net realized capital gains.................................. (.19) --
------ ------
Total dividends and distributions........................................... (.24) (.01)
------ ------
Net asset value, end of period................................................. $ 9.26 $ 8.09
------ ------
------ ------
TOTAL RETURN(c):............................................................... 17.65% (18.98)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................................................ $28,670 $20,256
Average net assets (000)....................................................... $26,722 $22,676
Ratios to average net assets:(b)
Expenses.................................................................... .50% .50%(d)
Net investment income....................................................... .60% .48%(d)
Portfolio turnover............................................................. 28% 52%
</TABLE>

- ---------------
(a) Commencement of investment operations.
(b) Net of expense subsidy.
(c) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of the period reported and includes reinvestment
of dividends and distributions. Total return includes the effect of expense
subsidies. Total returns for periods of less than a full year are not
annualized.
(d) Annualized.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-110
<PAGE>

PRUDENTIAL INDEX SERIES FUND
Report of Independent Accountants PRUDENTIAL SMALL-CAP INDEX FUND
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of
Prudential Index Series Fund--Prudential Small-Cap Index Fund

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Index Series
Fund--Prudential Small-Cap Index Fund (the 'Fund,' one of the portfolios
constituting Prudential Index Series Fund) at September 30, 1999, the results of
its operations for the year then ended, and the changes in its net assets and
the financial highlights for each of the two years in the period then ended, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as 'financial
statements') are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at September 30, 1999 by
correspondence with the custodian and brokers, provides a reasonable basis for
the opinion expressed above.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
November 17, 1999
- --------------------------------------------------------------------------------
B-111

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
LONG-TERM INVESTMENTS--96.0%
COMMON STOCKS
- ------------------------------------------------------------
Aerospace/Defense--1.5%
94,724 Allied Signal, Inc. $ 5,677,520
164,984 Boeing Co. 7,032,443
33,406 General Dynamics Corp. 2,085,787
69,156 Lockheed Martin Corp. 2,260,537
11,820 Northrop Grumman Corp. 751,309
57,244 Raytheon Co. 2,840,733
33,863 Rockwell International Corp. 1,777,808
82,520 United Technologies Corp. 4,894,467
--------------
27,320,604
- ------------------------------------------------------------
Airlines--0.2%
28,149 AMR Corp.(a) 1,534,120
23,484 Delta Airlines, Inc. 1,138,974
82,083 Southwest Airlines Co. 1,246,636
12,521 USAir Group, Inc.(a) 328,676
--------------
4,248,406
- ------------------------------------------------------------
Aluminum--0.3%
37,529 Alcan Aluminum Ltd. 1,172,781
62,532 Alcoa, Inc. 3,880,892
11,736 Reynolds Metals Co. 708,561
--------------
5,762,234
- ------------------------------------------------------------
Automobiles & Trucks--1.2%
6,579 Cummins Engine Co., Inc. 327,716
27,440 Dana Corp. 1,018,710
96,184 Delphi Automotive Systems Corp. 1,544,955
206,789 Ford Motor Co. 10,378,223
111,778 General Motors Corp. 7,035,028
29,599 Genuine Parts Co. 786,224
14,676 Johnson Controls, Inc. 973,202
10,760 Navistar International Corp.(a) 500,340
--------------
22,564,398
Banking--5.8%
28,400 AmSouth Bancorporation $ 665,625
125,186 Associates First Capital Corp. 4,506,696
130,836 Bank of New York Co., Inc. 4,374,829
201,716 Bank One Corp. 7,022,238
298,167 BankAmerica Corp. 16,604,175
50,728 BankBoston Corp. 2,200,327
33,267 Capital One Financial 1,297,413
144,884 Chase Manhattan Corp. 10,920,631
27,261 Comerica, Inc. 1,380,088
45,264 Fifth Third Bancorp 2,754,032
169,164 Firstar Corporation Wisconsin 4,334,827
165,949 First Union Corp. 5,901,561
97,944 Fleet Financial Group, Inc. 3,587,199
9,764 Golden West Financial Corp. 959,313
41,381 Huntington Bancshares, Inc. 1,099,183
29,990 J.P. Morgan & Co., Inc. 3,426,357
77,135 KeyCorp 1,991,047
88,546 Mellon Bank Corp. 2,988,428
108,798 National City Corp. 2,903,547
18,781 Northern Trust Corp. 1,568,214
52,336 PNC Bank Corp. 2,757,453
23,601 Providian Financial Corp. 1,868,904
18,429 Republic New York Corp. 1,132,232
27,100 SouthTrust Corp. 972,213
26,831 State Street Corp. 1,733,953
29,777 Summit Bancorp 965,891
54,183 Suntrust Banks, Inc. 3,562,532
124,958 U.S. Bancorp 3,772,170
23,700 Union Planters Corp. 965,775
281,040 Wells Fargo & Co. 11,136,210
--------------
109,353,063
- ------------------------------------------------------------
Beverages--2.1%
6,847 Adolph Coors Co. 370,594
80,427 Anheuser Busch Companies, Inc. 5,634,917
12,138 Brown-Forman Corp. 757,108
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-112

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Beverages (cont'd)
422,832 Coca-Cola Co. $ 20,322,363
70,700 Coca-Cola Enterprises, Inc. 1,595,169
250,681 PepsiCo, Inc. 7,583,100
74,621 Seagram Co., Ltd. 3,395,255
--------------
39,658,506
- ------------------------------------------------------------
Chemicals--1.3%
40,832 Air Products & Chemicals, Inc. 1,186,680
37,094 Dow Chemical Co. 4,214,806
169,493 E.I. du Pont de Nemours & Co. 10,317,886
12,693 Eastman Chemical Co. 507,720
5,273 FMC Corp.(a) 254,422
17,731 Hercules, Inc. 507,550
108,730 Monsanto Co. 3,880,302
10,598 Nalco Chemical Co. 535,199
39,070 Rohm & Haas Co. 1,411,404
15,516 Sigma-Aldrich Corp. 492,633
23,153 Union Carbide Corp. 1,315,380
--------------
24,623,982
- ------------------------------------------------------------
Chemical-Specialty--0.1%
21,704 Engelhard Corp. 394,741
8,890 Great Lakes Chemical Corp. 338,376
27,379 Praxair, Inc. 1,259,434
10,344 W. R. Grace & Co. 166,151
--------------
2,158,702
- ------------------------------------------------------------
Commercial Services
12,019 Deluxe Corp. 408,646
- ------------------------------------------------------------
Computer Software & Services--14.0%
60,362 3Com Corp.(a) 1,735,408
11,505 Adobe Systems, Inc. 1,305,818
189,700 America Online, Inc.(a) 19,728,800
9,005 Autodesk, Inc. 196,984
107,378 Automatic Data Processing, Inc. $ 4,791,743
41,400 BMC Software, Inc.(a) 2,962,688
30,185 Cabletron Systems, Inc.(a) 473,527
24,790 Ceridian Corp.(a) 616,651
554,372 Cisco Systems, Inc.(a) 38,009,130
92,958 Computer Associates International,
Inc. 5,693,677
27,851 Computer Sciences Corp.(a) 1,958,273
63,200 Compuware Corp.(a) 1,647,150
436,840 Dell Computer Corp.(a) 18,265,372
173,108 EMC Corp.(a) 12,366,403
75,032 First Data Corp. 3,292,029
54,692 Gateway, Inc.(a) 2,430,376
309,934 International Business Machines
Corp. 37,618,240
14,710 KLA Instruments Corp.(a) 956,150
42,408 Micron Technology, Inc. 2,822,783
874,206 Microsoft Corp.(a) 79,170,281
59,302 Novell, Inc.(a) 1,226,810
246,760 Oracle Corp.(a) 11,227,580
44,679 Parametric Technology Co.(a) 603,167
40,500 Peoplesoft, Inc.(a) 685,969
40,865 Seagate Technology, Inc.(a) 1,259,153
31,546 Silicon Graphics, Inc.(a) 345,034
132,624 Sun Microsystems, Inc.(a) 12,334,032
--------------
263,723,228
- ------------------------------------------------------------
Construction--0.1%
13,537 Fluor Corp. 544,864
11,714 Foster Wheeler Corp. 141,300
7,791 Kaufman & Broad Home Corp. 160,690
6,743 Pulte Corp. 146,660
17,600 Vulcan Materials Co. 644,600
--------------
1,638,114
- ------------------------------------------------------------
Containers--0.1%
4,758 Ball Corp. 209,649
8,405 Bemis Co., Inc. 284,720
20,176 Crown Cork & Seal Co., Inc.(a) 489,268
27,126 Owens-Illinois, Inc.(a) 537,434
--------------
1,521,071
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-113

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Cosmetics & Soaps--1.9%
9,657 Alberto-Culver Co. $ 223,318
46,472 Avon Products, Inc. 1,153,087
39,132 Clorox Co. 1,496,799
100,330 Colgate-Palmolive Co. 4,590,097
189,339 Gillette Co. 6,425,692
17,975 International Flavors & Fragrances,
Inc. 620,138
226,719 Procter & Gamble Co. 21,254,906
--------------
35,764,037
- ------------------------------------------------------------
Diversified Gas--0.1%
36,603 Coastal Corp. 1,498,435
3,508 Eastern Enterprises, Inc. 162,903
7,423 NICOR, Inc. 276,043
5,576 Oneok, Inc. 169,022
--------------
2,106,403
- ------------------------------------------------------------
Drugs & Medical Supplies--9.5%
259,074 Abbott Laboratories 9,520,969
11,391 Allergan, Inc. 1,253,010
16,303 ALZA Corp.(a) 697,972
225,191 American Home Products Corp. 9,345,427
87,762 Amgen, Inc.(a) 7,152,603
9,638 Bausch & Lomb, Inc. 635,506
49,737 Baxter International, Inc. 2,996,654
41,012 Becton Dickinson & Co. 1,150,899
19,788 Biomet, Inc.(a) 520,672
71,262 Boston Scientific Corp.(a) 1,759,281
340,114 Bristol-Myers Squibb Co. 22,957,695
7,856 C.R. Bard, Inc. 369,723
46,949 Cardinal Health, Inc. 2,558,721
187,997 Eli Lilly & Co. 12,031,808
52,148 Guidant Corp. 2,796,437
230,074 Johnson & Johnson 21,138,049
10,903 Mallinckrodt, Inc. 329,134
200,258 Medtronic, Inc. 7,109,159
402,644 Merck & Co., Inc. 26,096,364
662,858 Pfizer, Inc. 23,821,459
86,214 Pharmacia & Upjohn, Inc. 4,278,370
252,724 Schering-Plough Corp. 11,025,084
15,766 St. Jude Medical, Inc.(a) $ 496,629
145,656 Warner-Lambert Co. 9,667,917
16,800 Watson Pharmaceuticals, Inc.(a) 513,450
--------------
180,222,992
- ------------------------------------------------------------
Electronics--5.3%
24,062 Advanced Micro Devices, Inc.(a) 413,566
27,406 Apple Computer, Inc. 1,735,142
9,741 Data General Corp.(a) 205,170
7,085 EG&G, Inc. 282,072
84,200 Electronic Data Systems Corp. 4,457,337
74,875 Emerson Electric Co. 4,731,164
17,900 Florida Progress Corp. 827,875
14,106 Harris Corp. 389,678
173,518 Hewlett-Packard Co. 15,963,656
566,644 Intel Corp. 42,108,732
26,522 LSI Logic Corp.(a) 1,365,883
104,712 Motorola, Inc. 9,214,656
30,676 National Semiconductor Corp.(a) 935,618
45,900 Solectron Corp.(a) 3,296,194
32,254 Tandy Corp. 1,667,129
7,012 Tektronix, Inc. 234,902
134,176 Texas Instruments, Inc. 11,035,976
11,433 Thomas & Betts Corp. 583,083
--------------
99,447,833
- ------------------------------------------------------------
Environmental Services
55,256 Laidlaw, Inc. (Class 'B' Stock) 372,978
- ------------------------------------------------------------
Financial Services--4.9%
77,053 American Express Co. 10,373,260
20,760 Bear, Stearns & Co., Inc. 797,963
141,274 Charles Schwab Corp. 4,759,168
579,687 Citigroup, Inc.(a) 25,506,228
17,637 Countrywide Mortgage Investments,
Inc. 568,793
27,688 Dun & Bradstreet Corp. 827,179
23,630 Equifax, Inc. 664,594
118,432 Federal Home Loan Mortgage Corp. 6,158,464
176,834 Federal National Mortgage
Association 11,085,281
41,614 Franklin Resources, Inc. 1,279,630
16,980 H&R Block, Inc. 737,569
81,050 Household International Corp. 3,252,131
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-114

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Financial Services (cont'd.)
19,987 Lehman Brothers Holdings, Inc. $ 1,165,492
137,743 MBNA Corp. 3,142,262
63,217 Merrill Lynch & Co., Inc. 4,247,392
97,318 Morgan Stanley Dean Witter & Co. 8,679,549
24,000 PaineWebber Group, Inc. 870,000
43,350 Paychex, Inc. 1,479,319
40,200 Regions Financial Corp. 1,206,000
28,264 SLM Holding Corp. 1,215,352
43,566 Synovus Financial Corp. 814,140
102,725 Washington Mutual, Inc. 3,004,706
--------------
91,834,472
- ------------------------------------------------------------
Foods--1.8%
106,835 Archer-Daniels-Midland Co. 1,302,052
49,054 Bestfoods 2,379,119
73,647 Campbell Soup Co. 2,881,439
84,243 ConAgra, Inc. 1,900,733
27,036 General Mills, Inc. 2,193,295
61,314 H.J. Heinz & Co. 2,636,502
24,158 Hershey Foods Corp. 1,176,193
68,670 Kellogg Co. 2,570,833
22,489 Quaker Oats Co. 1,391,507
55,077 Ralston Purina Co. 1,531,829
153,186 Sara Lee Corp. 3,590,297
58,290 Sysco Corp. 2,043,793
98,435 Unilever N. V. 6,705,884
20,152 Wm. Wrigley Jr. Co. 1,386,709
--------------
33,690,185
- ------------------------------------------------------------
Forest Products--0.9%
8,549 Boise Cascade Corp. 311,504
16,450 Champion International Corp. 845,119
37,923 Fort James Corp. 1,012,070
30,268 Georgia-Pacific Corp. 1,225,854
72,540 International Paper Co. 3,486,454
90,816 Kimberly-Clark Corp. 4,767,840
16,256 Louisiana-Pacific Corp. 254,000
17,269 Mead Corp. 593,622
4,337 Potlatch Corp. 178,630
10,245 Temple-Inland, Inc. $ 619,823
16,730 Westvaco Corp. 428,706
35,100 Weyerhaeuser Co. 2,022,637
18,680 Willamette Industries, Inc. 805,575
--------------
16,551,834
- ------------------------------------------------------------
Gas Pipelines--0.6%
29,297 Cinergy Corp. 829,471
13,306 Columbia Gas System, Inc.(a) 736,820
15,745 Consolidated Natural Gas Co. 982,094
122,706 Enron Corp. 5,061,622
5,832 Peoples Energy Corp. 205,214
39,239 Sempra Energy 816,662
75,092 Williams Companies, Inc. 2,811,257
--------------
11,443,140
- ------------------------------------------------------------
Health Care Services--0.2%
44,800 AFLACK, Inc. 1,876,000
46,376 Mckesson HBOC, Inc. 1,344,904
12,000 Wellpoint Health Networks, Inc. 684,000
--------------
3,904,904
- ------------------------------------------------------------
Hospital Management--0.4%
97,831 Columbia/HCA Healthcare Corp. 2,072,794
19,260 HCR Manor Care, Inc. 331,031
71,749 Healthsouth Corp.(a) 434,978
25,810 Humana, Inc.(a) 177,444
52,610 IMS Health, Inc. 1,200,165
45,260 Service Corp. International 478,059
4,097 Shared Medical Systems Corp. 191,535
56,348 Tenet Healthcare Corp.(a) 989,612
29,306 United Healthcare Corp. 1,426,836
--------------
7,302,454
- ------------------------------------------------------------
Housing Related--0.6%
6,804 Armstrong World Industries, Inc. 305,755
10,097 Centex Corp. 298,493
9,750 Fleetwood Enterprises, Inc. 196,828
64,474 Lowe's Companies, Inc. 3,143,107
74,026 Masco Corp. 2,294,806
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-115

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Housing Related (cont'd.)
14,518 Maytag Corp. $ 483,631
47,527 Newell Rubbermaid, Inc. 1,357,490
9,714 Owens Corning(a) 210,672
41,383 Pioneer Hi-Bred International, Inc. 1,647,561
14,838 Stanley Works 373,732
8,240 Tupperware Corp. 166,860
12,339 Whirlpool Corp. 805,891
--------------
11,284,826
- ------------------------------------------------------------
Insurance--2.9%
24,993 Aetna Life & Casualty Co. 1,230,905
138,608 Allstate Corp. 3,456,537
43,540 American General Corp. 2,751,184
264,051 American International Group, Inc. 22,955,934
44,489 Aon Corp. 1,315,206
31,234 Chubb Corp. 1,555,844
35,397 CIGNA Corp. 2,752,117
27,214 Cincinnati Financial Corp. 1,021,375
55,660 Conseco, Inc. 1,074,934
38,253 ITT Hartford Group, Inc. 1,563,591
19,091 Jefferson-Pilot Corp. 1,206,313
34,330 Lincoln National Corp. 1,289,521
44,970 Marsh & McLennan Companies, Inc. 3,080,445
16,472 MBIA, Inc. 768,007
18,020 MGIC Investment Corp. 860,455
11,893 Progressive Corp. 971,509
23,229 SAFECO Corp. 650,412
37,617 St. Paul Companies, Inc. 1,034,467
23,815 Torchmark Corp. 616,213
40,526 UnumProvident Corp. 1,192,984
35,608 Wachovia Corp. 2,799,679
--------------
54,147,632
- ------------------------------------------------------------
Leisure--0.5%
14,899 Brunswick Corp. 370,613
105,200 Carnival Corp. 4,576,200
20,724 Harrah's Entertainment, Inc.(a) 575,091
33,154 Hasbro, Inc. 710,739
11,102 King World Productions, Inc.(a) 416,325
69,013 Mattel, Inc. $ 1,311,247
31,907 Mirage Resorts, Inc.(a) 448,692
--------------
8,408,907
- ------------------------------------------------------------
Lodging--0.1%
43,921 Hilton Hotels Corp. 433,720
43,452 Marriott International, Inc. (Class
'A' Stock) 1,420,337
--------------
1,854,057
- ------------------------------------------------------------
Machinery--0.7%
3,264 Briggs & Stratton Corp. 190,536
12,725 Case Corp. 633,864
60,828 Caterpillar, Inc. 3,334,135
17,720 Cooper Industries, Inc. 828,410
41,340 Deere & Co. 1,599,341
37,862 Dover Corp. 1,547,609
12,377 Eaton Corp. 1,068,290
28,095 Ingersoll-Rand Co. 1,543,469
13,582 PACCAR, Inc. 690,984
17,292 Parker Hannifin Corp. 774,898
10,042 Snap-On, Inc. 326,365
25,902 Thermo Electron Corp.(a) 348,058
7,537 Timken Co. 121,534
--------------
13,007,493
- ------------------------------------------------------------
Manufacturing--0.1%
24,600 Danaher Corp. 1,296,112
8,296 Milacron, Inc. 147,254
--------------
1,443,366
- ------------------------------------------------------------
Media--3.4%
122,328 CBS Corp. 5,657,670
58,338 Clear Channel Communications,
Inc.(a) 4,659,748
127,020 Comcast Corp. 5,064,922
14,904 Dow Jones & Co., Inc. 795,501
48,289 Gannett Co., Inc. 3,340,995
50,212 Interpublic Group of Companies, Inc. 2,064,968
14,683 Knight-Ridder, Inc. 805,730
34,500 McGraw Hill Companies, Inc. 1,668,938
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-116

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Media (cont'd.)
103,081 Mediaone Group, Inc. $ 7,041,721
7,696 Meredith Corp. 279,461
30,990 New York Times Co. 1,162,125
21,840 R.R. Donnelley & Sons, Co. 630,630
220,916 Time Warner, Inc. 13,420,647
12,738 Times Mirror Co. 838,320
39,682 Tribune Co. 1,974,179
118,832 Viacom, Inc.(a) 5,020,652
355,713 Walt Disney Co. 9,204,074
--------------
63,630,281
- ------------------------------------------------------------
Mineral Resources--0.3%
8,898 ASARCO, Inc. 238,578
66,824 Barrick Gold Corp. (ADR) (Canada) 1,453,422
15,362 Cyprus Amax Minerals Co. 301,479
27,428 Freeport-McMoran Copper & Gold, Inc. 426,848
42,684 Homestake Mining Co. 392,159
31,303 INCO Ltd. 669,102
29,297 Newmont Mining Corp. 758,060
9,285 Phelps Dodge Corp. 511,255
52,270 Placer Dome, Inc. 777,516
--------------
5,528,419
- ------------------------------------------------------------
Miscellaneous Basic Industry--5.8%
29,000 Allied Waste Industries, Inc.(a) 338,937
63,522 Applied Materials, Inc.(a) 4,946,776
53,058 BB&T Corp. 1,717,753
127,759 Cendant Corp.(a) 2,267,722
10,383 Crane Co. 232,968
22,341 Ecolab, Inc. 762,387
29,808 Fortune Brands, Inc. 961,308
561,224 General Electric Co. 66,540,120
30,364 General Instruments Corp. 1,461,267
42,268 Illinois Tool Works, Inc. 3,151,608
14,986 ITT Industries, Inc. 476,742
18,334 Loews Corp. 1,286,818
7,061 Millipore Corp. 265,229
1,523 NACCO Industries, Inc. 106,420
30,467 Omnicom Group, Inc. $ 2,412,605
19,504 Pall Corp. 452,249
18,382 PE Biosystems Group 1,328,099
28,674 PPG Industries, Inc. 1,720,440
14,418 Sealed Air Corp. 739,824
25,667 Textron, Inc. 1,985,984
20,949 TRW, Inc. 1,042,213
142,936 Tyco International Ltd. 14,758,142
16,874 W.W. Grainger, Inc. 811,007
--------------
109,766,618
- ------------------------------------------------------------
Miscellaneous Consumer Growth--0.8%
12,598 American Greetings Corp. 324,399
15,832 Black & Decker Corp. 723,324
42,699 Corning, Inc. 2,927,550
54,265 Eastman Kodak Co. 4,093,616
6,358 Jostens, Inc. 121,597
69,199 Minnesota Mining & Manufacturing Co. 6,647,429
7,069 Polaroid Corp. 183,794
--------------
15,021,709
- ------------------------------------------------------------
Office Equipment & Supplies--1.3%
19,968 Avery Dennison Corp. 1,053,312
290,047 Compaq Computer Corp.(a) 6,652,953
21,402 Honeywell, Inc. 2,382,310
26,041 Ikon Office Solutions, Inc. 278,313
22,852 Lexmark International Group, Inc.(a) 1,839,586
12,300 Network Appliance, Inc.(a) 880,987
65,300 Office Depot, Inc.(a) 665,244
45,425 Pitney Bowes, Inc. 2,768,086
78,550 Staples, Inc.(a) 1,713,372
52,690 Unisys Corp.(a) 2,377,636
112,898 Xerox Corp. 4,734,660
--------------
25,346,459
- ------------------------------------------------------------
Petroleum--5.4%
16,678 Amerada Hess Corp. 1,021,528
21,010 Anadarko Petroleum Corp. 642,118
20,187 Apache Corp. 871,826
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-117

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Petroleum (cont'd.)
11,645 Ashland Oil, Inc. $ 391,563
55,138 Atlantic Richfield Co. 4,886,605
30,782 Burlington Resources, Inc. 1,131,239
111,862 Chevron Corp. 9,927,752
415,292 Exxon Corp. 31,536,236
15,259 Kerr-McGee Corp. 840,199
134,681 Mobil Corp. 13,569,111
61,938 Occidental Petroleum Corp. 1,432,316
43,736 Phillips Petroleum Co. 2,132,130
368,031 Royal Dutch Petroleum Co. (ADR)
(Netherlands) 21,736,831
15,614 Sunoco, Inc. 427,433
27,258 Tenneco, Inc. 463,386
95,146 Texaco, Inc. 6,006,091
19,000 Tosco Corp. 479,750
43,245 Union Pacific Resources Group, Inc. 694,623
41,339 Unocal Corp. 1,532,127
52,260 USX-Marathon Corp. 1,528,605
--------------
101,251,469
- ------------------------------------------------------------
Petroleum Services--0.9%
55,879 Baker Hughes, Inc. 1,620,491
107,150 Conoco, Inc. 2,933,231
74,511 Halliburton Co. 3,054,951
9,058 Helmerich & Payne, Inc. 229,281
7,310 McDermott International, Inc. 148,028
66,452 PG&E Corp. 1,719,445
16,510 Rowan Companies, Inc.(a) 268,287
94,421 Schlumberger Ltd. 5,883,609
18,859 Sonat, Inc. 748,467
--------------
16,605,790
- ------------------------------------------------------------
Railroads--0.4%
78,923 Burlington Northern, Inc. 2,170,383
37,003 CSX Corp. 1,568,002
18,700 Kansas City Southern Industries,
Inc. 868,381
67,611 Norfolk Southern Corp. 1,656,470
42,229 Union Pacific Corp. 2,029,631
--------------
8,292,867
Restaurants--0.6%
21,902 Darden Restaurants, Inc. $ 428,458
232,830 McDonald's Corp. 10,011,690
27,366 Tricon Global Restaurants, Inc. 1,120,295
20,279 Wendy's International, Inc. 534,859
--------------
12,095,302
- ------------------------------------------------------------
Retail--5.8%
71,213 Albertson's, Inc. 2,817,364
25,000 AutoZone, Inc. 701,563
35,300 Best Buy Co., Inc. 2,190,806
36,378 Circuit City Stores, Inc. 1,534,697
18,224 Consolidated Stores Corp.(a) 402,067
37,204 Costco Wholesale Corp. 2,678,688
66,696 CVS Corp. 2,722,030
75,391 Dayton Hudson Corp. 4,528,172
16,223 Dillards, Inc. 329,530
40,040 Dollar General Corp. 1,236,235
35,275 Federated Department Stores, Inc.(a) 1,541,077
146,913 Gap, Inc. 4,701,216
6,177 Great Atlantic & Pacific Tea Co.,
Inc. 187,240
13,868 Harcourt General, Inc. 577,256
254,956 Home Depot, Inc. 17,496,355
45,684 J.C. Penney Co., Inc. 1,570,388
84,157 Kmart Corp. 983,585
27,900 Kohl's Corp. 1,844,887
140,334 Kroger Co.(a) 3,096,119
36,311 Limited, Inc. 1,388,896
10,396 Liz Claiborne, Inc. 322,276
5,682 Longs Drug Stores Corp. 169,750
59,271 May Department Stores Co. 2,159,687
47,238 Nike, Inc. 2,686,661
24,200 Nordstrom, Inc. 653,400
8,073 Pep Boys-Manny, Moe & Jack 120,086
6,849 Reebok International Ltd. 73,199
42,687 Rite-Aid Corp. 589,614
89,100 Safeway,Inc.(a) 3,391,369
64,496 Sears, Roebuck & Co. 2,023,562
29,216 Sherwin-Williams Co. 611,710
21,412 Supervalu, Inc. 467,049
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-118

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Portfolio of Investments as of September 30, 1999 PRUDENTIAL STOCK INDEX FUND
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Retail (cont'd.)
55,116 TJX Companies, Inc. $ 1,546,693
43,207 Toys 'R' Us, Inc.(a) 648,105
763,526 Wal-Mart Stores, Inc. 36,315,205
170,878 Walgreen Co. 4,336,029
26,140 Winn-Dixie Stores, Inc. 776,031
--------------
109,418,597
- ------------------------------------------------------------
Rubber--0.1%
17,899 B.F. Goodrich Co. 519,071
11,588 Cooper Tire & Rubber Co. 204,239
27,371 Goodyear Tire & Rubber Co. 1,317,229
--------------
2,040,539
- ------------------------------------------------------------
Steel - Producers--0.1%
31,237 Allegheny Teldyne, Inc. 527,124
23,334 Bethlehem Steel Corp.(a) 172,088
14,828 Nucor Corp. 706,184
17,809 USX Corp.-U.S. Steel Group 458,582
13,408 Worthington Industries, Inc. 227,936
--------------
2,091,914
- ------------------------------------------------------------
Telecommunications--5.8%
21,900 ADC Telecommunications, Inc. 918,431
52,434 Alltel Corp. 3,690,043
12,622 Andrew Corp.(a) 219,307
26,650 Century Telephone Enterprises, Inc. 1,082,656
95,256 Global Crossing Ltd. 2,524,285
525,267 Lucent Technologies, Inc. 34,076,697
320,200 MCI WorldCom, Inc.(a) 23,014,375
56,520 Nextel Communications, Inc.(a) 3,832,763
227,730 Nortel Networks Corp 11,614,230
27,500 Qualcomm, Inc.(a) 5,202,656
12,688 Scientific-Atlanta, Inc. 628,849
146,984 Sprint Corp. 7,973,882
76,096 Sprint Corp. (PCS Group) 5,673,908
68,194 Tellabs, Inc.(a) 3,882,796
87,075 US West, Inc. 4,968,717
--------------
109,303,595
Textiles--0.1%
11,885 Fruit of the Loom, Inc.(a) $ 39,369
7,040 National Service Industries, Inc. 221,760
6,048 Russell Corp. 85,806
4,188 Springs Industries, Inc. 142,130
20,234 V.F. Corp. 627,254
--------------
1,116,319
- ------------------------------------------------------------
Tobacco--0.8%
55,600 Nabisco Group Holding Corp. 834,000
409,279 Philip Morris Companies, Inc. 13,992,226
32,399 UST, Inc. 978,045
--------------
15,804,271
- ------------------------------------------------------------
Trucking & Shipping--0.1%
49,916 FDX Corp. 1,934,245
11,221 Ryder System, Inc. 228,628
--------------
2,162,873
- ------------------------------------------------------------
Utility Communications--5.3%
188,893 Ameritech Corp. 12,691,248
548,080 AT&T Corp. 23,841,480
265,122 Bell Atlantic Corp. 17,846,025
323,856 BellSouth Corp. 14,573,520
167,614 GTE Corp. 12,885,326
337,418 SBC Communications, Inc. 17,229,407
38,770 Unicom Corp. 1,432,067
--------------
100,499,073
- ------------------------------------------------------------
Utilities - Electric--1.7%
32,500 AES Corp.(a) 1,917,500
25,169 Ameren Corp. 951,703
32,071 American Electric Power, Inc. 1,094,423
27,382 Carolina Power & Light Co. 968,638
35,101 Central & South West Corp. 741,509
21,800 CMS Energy Corp. 739,837
39,351 Consolidated Edison, Inc. 1,633,066
23,729 Constellation Energy Group, Inc. 667,378
31,749 Dominion Resources, Inc. 1,432,674
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-119

SHORT-TERM INVESTMENTS--3.9%
- ------------------------------------------------------------
Repurchase Agreement--3.6%
$68,195 Joint Repurchase Agreement Account,
5.223%, 10/01/99 (Note 5) $ 68,195,000
- ------------------------------------------------------------
U.S. Government Securities--0.3%
5,000(b) 4.615%, 12/16/99 4,953,013
200(b) 4.65%, 12/16/99 198,120
--------------
5,151,133
Total short-term investments
(cost $73,344,323) 73,346,133
--------------
- ------------------------------------------------------------
Total Investments--99.9%
(cost $1,498,533,061; Note 4) 1,883,753,842
Other assets in excess of
liabilities--0.1% 2,041,451
--------------
Net Assets--100% $1,885,795,293
--------------
--------------
</TABLE>
- ---------------
(a) Non-income producing.
(b) Pledged as initial margin for financial futures contracts.
ADR--American Depository Receipt.
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-120

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Statement of Assets and Liabilities PRUDENTIAL STOCK INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
Assets September 30, 1999
<S> <C>
Investments, at value (cost $1,498,533,061)............................................................. $ 1,883,753,842
Cash.................................................................................................... 10,392
Receivable for Fund shares sold......................................................................... 7,343,111
Dividends and interest receivable....................................................................... 2,281,252
Due from broker - variation margin...................................................................... 1,029,375
Prepaid expenses........................................................................................ 19,000
------------------
Total assets......................................................................................... 1,894,436,972
------------------
Liabilities
Payable for Fund shares reacquired...................................................................... 7,173,092
Payable for investments purchased....................................................................... 895,549
Accrued expenses........................................................................................ 294,666
Management fee payable.................................................................................. 278,372
------------------
Total liabilities.................................................................................... 8,641,679
------------------
Net Assets.............................................................................................. $ 1,885,795,293
------------------
------------------
Net assets were comprised of:
Shares of beneficial interest, at par................................................................ $ 65,075
Paid-in capital in excess of par..................................................................... 1,466,932,161
------------------
1,466,997,236
Undistributed net investment income.................................................................. 16,232,296
Accumulated net realized gain on investments......................................................... 20,561,230
Net unrealized appreciation on investments........................................................... 382,004,531
------------------
Net assets, September 30, 1999.......................................................................... $ 1,885,795,293
------------------
------------------

Class Z:
Net asset value and redemption price per share
($866,761,650 / 29,924,752 shares of beneficial interest issued and outstanding).................. $28.96
------------------
------------------

Class I:
Net asset value and redemption price per share
($1,019,033,643 / 35,149,953 shares of beneficial interest issued and outstanding)................ $28.99
------------------
------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-121

<PAGE>
PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL STOCK INDEX FUND
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
Net Investment Income September 30, 1999
<S> <C>
Income
Dividends (net of foreign withholding
taxes of $259,038)................. $ 20,948,752
Interest.............................. 3,944,653
------------------
Total income....................... 24,893,405
------------------
Expenses
Management fee........................ 4,790,313
Transfer agent's fees and expenses.... 900,000
Registration fees..................... 306,000
Reports to shareholders............... 240,000
Custodian's fees and expenses......... 195,000
Legal fees............................ 30,000
Audit fees............................ 15,000
Trustees' fees........................ 7,000
Miscellaneous......................... 4,771
------------------
Total expenses..................... 6,488,084
Less: Expense subsidy (Note 2)........ (1,016,639)
------------------
Net expenses....................... 5,471,445
------------------
Net investment income.................... 19,421,960
------------------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain on:
Investment transactions............... 12,479,505
Financial futures contracts........... 11,654,875
------------------
24,134,380
------------------
Net change in unrealized appreciation on:
Investments........................... 250,799,535
Financial futures contracts........... (2,944,075)
------------------
247,855,460
------------------
Net gain on investments.................. 271,989,840
------------------
Net Increase in Net Assets
Resulting from Operations................ $291,411,800
------------------
------------------
</TABLE>

PRUDENTIAL INDEX SERIES FUND
PRUDENTIAL STOCK INDEX FUND
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase Year Ended September 30,
in Net Assets 1999 1998
<S> <C> <C>
Operations
Net investment income....... $ 19,421,960 $ 11,235,227
Net realized gain on
investments.............. 24,134,380 4,662,002
Net change in unrealized
appreciation on
investments.............. 247,855,460 17,807,145
-------------- --------------
Net increase in net assets
resulting from
operations............... 291,411,800 33,704,374
-------------- --------------
Dividends and distributions (Note 1):
Dividends to shareholders
from net investment
income................... (12,614,911) (5,903,209)
-------------- --------------
Distributions to
shareholders from net
realized gains........... (8,023,152) (10,316,301)
-------------- --------------
Fund share transactions (Note
6):
Net proceeds from shares
sold..................... 1,320,487,868 1,025,544,442
Net asset value of shares
issued to shareholders in
reinvestment of dividends
and distributions........ 20,622,768 16,213,432
Cost of shares reacquired... (746,871,141) (536,468,042)
-------------- --------------
Net increase in net assets
from Fund share
transactions............. 594,239,495 505,289,832
-------------- --------------
Net increase................... 865,013,232 522,774,696
Net Assets
Beginning of year.............. 1,020,782,061 498,007,365
-------------- --------------
End of year(a)................. $1,885,795,293 $1,020,782,061
-------------- --------------
-------------- --------------
- ---------------
(a) Includes undistributed net
investment income of........ $ 16,232,296 $ 9,665,888
-------------- --------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-122

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL STOCK INDEX FUND
- --------------------------------------------------------------------------------
The Prudential Index Series 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 currently consists of five separate funds, one of which is the
Prudential Stock Index Fund (the 'Fund').

The Fund had no operations until July 7, 1992 when 10,000 shares of beneficial
interest of the Company were sold for $100,000 to Prudential Institutional Fund
Management, Inc. Investment operations of the Fund commenced on November 5,
1992. The Fund's investment objective is to provide investment results that
correspond to the price and yield performance of Standard & Poor's 500 Composite
Stock Price Index.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Company and Fund.

Securities Valuation: 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 or Nasdaq are valued at the
last sale price on such exchange or board of trade on the date of valuation or,
if there were no sales on such day, at the mean between the closing bid and
asked prices quoted on such day or at the bid price in the absence of an asked
price.

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 a
pricing agent or principal market maker does not provide a valuation or
methodology or provides a valuation or methodology that, in the judgment of the
manager or subadviser, does not represent fair value, are valued by the
Valuation Committee or Board of Trustees in consultation with the manager or the
subadviser.

Repurchase Agreements: In connection with transactions in repurchase agreements,
it is the Fund's policy that its custodian or designated subcustodians, under
triparty repurchase agreements, as the case may be 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 Fund may be delayed or limited.

Net investment income (other than transfer agent fees) and unrealized and
realized gains or losses are allocated daily to each class of shares based upon
the relative proportion of net assets of each class at the beginning of the day.
Transfer agent fees are allocated based on shareholder activity and number of
accounts for each class.

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.

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Notes to Financial Statements PRUDENTIAL STOCK INDEX FUND
- --------------------------------------------------------------------------------
Taxes: It is the Fund's policy to continue to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable 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 Fund's understanding of the applicable country's tax rules and rates.

Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with the American Institute of
Certified Public Accountants' Statement of Position 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain and
Return of Capital Distributions by Investment Companies. The effect of applying
this statement was to decrease undistributed net investment income and increase
accumulated net realized gain on investments by $240,641. Net investment income,
net realized gains and net assets were not affected by this change.
- ------------------------------------------------------------
Note 2. Agreements

The Company has a management agreement with Prudential Investments Fund
Management LLC ('PIFM'). Pursuant to this agreement PIFM has responsibility for
all investment advisory services. PIFM has a subadvisory agreement with The
Prudential Investment Corporation ('PIC'). PIC, subject to the supervision of
PIFM, manages the assets of the Fund in accordance with its investment objective
and policies. PIFM pays for the costs and expenses attributable to the
subadvisory agreement and the salaries and expenses of all personnel of the
Company except for fees and expenses of unaffiliated Trustees. The management
fee paid to PIFM is computed daily and payable monthly at an annual rate of .30
of 1% of the Fund's average daily net assets.

PIFM has agreed to reimburse the Fund so that total operating expenses do not
exceed .40% and .30% of the average daily net assets for Class Z and Class I
shares, respectively. For the year ended September 30, 1999, PIFM subsidized
$1,016,639 of the expenses of the Fund (.08% and .05% of the average daily net
assets of the Class Z and Class I shares, respectively; $.0187 and $.0130 per
Class Z and Class I shares, respectively).

The Fund has a distribution agreement with Prudential Investment Management
Services LLC ('PIMS'), which acts as the distributor of the Class Z and Class I
shares of the Fund. Under the distribution agreement, PIMS incurres the expenses
of distributing the Fund's shares, none of which is reimbursed or paid for by
the Fund.

PIC, PIFM and PIMS are indirect, wholly owned subsidiaries of The Prudential
Insurance Company of America.

As of March 11, 1999, the Fund, along with other affiliated registered
investment companies (the 'Funds'), entered into a syndicated credit agreement
('SCA') with an unaffiliated lender. The maximum commitment under the SCA is $1
billion. Interest on any borrowings will be at market rates. The Funds pay a
commitment fee at an annual rate of .065 of 1% on the unused portion of the
credit facility, which is accrued and paid quarterly on a pro rata basis by the
Funds. The SCA expires on March 9, 2000. Prior to March 11, 1999, the Funds had
a credit agreement with a maximum commitment of $200,000,000. The commitment fee
was .055 of 1% on the unused portion of the credit facility. The Fund did not
borrow any amounts pursuant to either agreement for the year ended September 30,
1999. The purpose of the agreements is to serve as an alternative source of
funding for capital share redemptions.
- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates

Prudential Mutual Fund Services LLC ('PMFS'), a wholly owned subsidiary of PIFM,
serves as the Fund's transfer agent. During the year ended September 30, 1999,
the Fund incurred fees of approximately $895,700 for the services of PMFS. As of
September 30, 1999, approximately $87,900 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations also include
certain out-of-pocket expenses paid to nonaffiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities, excluding short-term investments,
for the year ended September 30, 1999 aggregated $593,880,974 and $44,821,901,
respectively.

On September 30, 1999, the Fund held 225 long financial futures contracts on the
S&P 500 Index which expire in December 1999. The cost of such contracts was
$76,240,000. The value of such contracts on September 30, 1999 was $73,023,750,
thereby resulting in an unrealized loss of $3,216,250.

The cost basis of investments for federal income tax purposes was $1,499,435,690
and, accordingly, as of September 30, 1999, net unrealized appreciation for
federal income tax purposes was $384,318,152 (gross unrealized
appreciation--$459,596,966; gross unrealized depreciation--$75,278,814).
- --------------------------------------------------------------------------------
B-124

The Fund, 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, 1999, the Fund
had a 10.4% undivided interest in the repurchase agreements in the joint
account. The undivided interest represented $68,195,000 in principal amount. As
of such date, each repurchase agreement in the joint account and the collateral
therefor was as follows:

Warburg Dillon Read LLC, 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $193,802,299.

Bear, Stearns & Co. Inc., 5.32%, in the principal amount of $190,000,000,
repurchase price $190,028,078, due 10/1/99. The value of the collateral
including accrued interest was $194,200,266.

Morgan (J.P.) Securities, Inc., 5.25%, in the principal amount of $190,000,000,
repurchase price $190,027,708, due 10/1/99. The value of the collateral
including accrued interest was $193,800,121.

The Fund offers Class Z and Class I shares. Class Z shares are not subject to
any sales or redemption charge and are offered exclusively for sale to a limited
group of investors. Class I shares are not subject to any sales or redemption
charge and are offered to certain pension, profit sharing or other employee
benefit plans qualified under Section 401, 457 or 403(b)(7) of the Internal
Revenue Code.

The Fund has authorized an unlimited number of shares of beneficial interest at
$.001 par value divided into two classes, designated Class Z and Class I.
Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Class Z Shares Amount
- --------------------------------- ----------- -------------
<S> <C> <C>
Year ended September 30, 1999:
Shares sold...................... 25,482,340 $ 725,667,595
Shares issued in reinvestment of
dividends and distributions.... 300,787 7,838,514
Shares reacquired................ (12,360,069) (353,240,852)
----------- -------------
Net increase in shares
outstanding.................... 13,423,058 $ 380,265,257
----------- -------------
----------- -------------
Year ended September 30, 1998:
Shares sold...................... 17,424,666 $ 414,244,482
Shares issued in reinvestment of
dividends and distributions.... 259,498 5,550,654
Shares reacquired................ (9,685,172) (233,506,784)
----------- -------------
Net increase in shares
outstanding.................... 7,998,992 $ 186,288,352
----------- -------------
----------- -------------
<CAPTION>
Class I
- ---------------------------------
Year ended September 30, 1999:
Shares sold...................... 20,880,114 $ 594,820,273
Shares issued in reinvestment of
dividends and distributions.... 490,382 12,784,254
Shares reacquired................ (13,861,925) (393,630,289)
----------- -------------
Net increase in shares
outstanding.................... 7,508,571 $ 213,974,238
----------- -------------
----------- -------------
Year ended September 30, 1998:
Shares sold...................... 25,552,010 $ 611,299,960
Shares issued in reinvestment of
dividends and distributions.... 498,260 10,662,778
Shares reacquired................ (12,681,495) (302,961,258)
----------- -------------
Net increase in shares
outstanding.................... 13,368,775 $ 319,001,480
----------- -------------
----------- -------------
</TABLE>
- --------------------------------------------------------------------------------
B-125

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Financial Highlights PRUDENTIAL STOCK INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class Z
------------------------------------------------------------
Year Ended September 30,
------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year........................... $ 23.11 $ 21.86 $ 16.06 $ 14.22 $ 11.27
-------- -------- -------- -------- --------
Income from investment operations:
Net investment income(a)..................................... .22 .15 .46 .25 .23
Net realized and unrealized gain on investment
transactions.............................................. 6.07 1.69 5.75 2.44 2.97
-------- -------- -------- -------- --------
Total from investment operations.......................... 6.29 1.84 6.21 2.69 3.20
-------- -------- -------- -------- --------
Less distributions:
Dividends from net investment income......................... (.26) (.21) (.26) (.28) (.22)
Distributions from net realized gains........................ (.18) (.38) (.15) (.57) (.03)
-------- -------- -------- -------- --------
Total distributions....................................... (.44) (.59) (.41) (.85) (.25)
-------- -------- -------- -------- --------
Net asset value, end of year................................. $ 28.96 $ 23.11 $ 21.86 $ 16.06 $ 14.22
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
TOTAL RETURN(b).............................................. 27.41% 8.61% 39.34% 19.72% 29.02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)................................ $866,762 $381,374 $185,881 $184,379 $101,945
Average net assets (000)..................................... $681,129 $313,721 $254,644 $142,540 $ 71,711
Ratios to average net assets:(a)
Expenses.................................................. .40% .40% .46% .60% .60%
Net investment income..................................... 1.16% 1.30% 1.66% 1.92% 2.55%
For Class Z and I:
Portfolio turnover rate................................... 3% 1% 5% 2% 11%
</TABLE>
- ---------------
(a) Net of expense subsidy.
(b) 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-126

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Financial Highlights PRUDENTIAL STOCK INDEX FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class I
-----------------------------------------
August 1,
Year Ended 1997(a)
September 30, Through
----------------------- September 30,
1999 1998 1997
---------- -------- -------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period......................... $ 23.13 $ 21.87 $ 21.87
---------- -------- -------------
Income from investment operations:
Net investment income(b)..................................... .36 .31 .06
Net realized and unrealized gain on investment
transactions.............................................. 5.96 1.55 (.06)
---------- -------- -------------
Total from investment operations.......................... 6.32 1.86 --
---------- -------- -------------
Less distributions:
Dividends from net investment income......................... (.28) (.22) --
Distributions from net realized gains........................ (.18) (.38) --
---------- -------- -------------
Total distributions....................................... (.46) (.60) --
---------- -------- -------------
Net asset value, end of period............................... $ 28.99 $ 23.13 $ 21.87
---------- -------- -------------
---------- -------- -------------
TOTAL RETURN(d).............................................. 27.55% 8.69% 0%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).............................. $1,019,034 $639,408 $ 312,127
Average net assets (000)..................................... $ 915,642 $505,605 $ 296,788
Ratios to average net assets:(b)
Expenses.................................................. .30% .30% .30%(c)
Net investment income..................................... 1.26% 1.42% 1.73%(c)
</TABLE>
- ---------------
(a) Commencement of offering of Class I shares.
(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-127

<PAGE>
PRUDENTIAL INDEX SERIES FUND
Report of Independant Accountants PRUDENTIAL STOCK INDEX FUND
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of
Prudential Index Series Fund--Prudential Stock Index Fund

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Index Series
Fund--Prudential Stock Index Fund (the 'Fund,' one of the portfolios
constituting Prudential Index Series Fund) at September 30, 1999, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended and the financial highlights for each
of the three years in the period then ended, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as 'financial statements') are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at September 30, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above. The accompanying financial highlights for each of
the two years in the period ended September 30, 1996 were audited by other
independent accountants, whose opinion dated November 13, 1996 was unqualified.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
November 2, 1999
- --------------------------------------------------------------------------------
B-128

<PAGE>

- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------

DESCRIPTION OF RATINGS

S&P RATINGS CORPORATE BOND RATINGS:

AAA-Bonds rated AAA have the highest rating assigned by S&P Ratings to a
debt obligation. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA-Bonds rated AA differ from the highest rated obligations only in small
degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A-Bonds rated A are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB-Bonds rated BBB exhibit adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

BB, B, CCC, CC, C-Bonds rated BB, B, CCC, CC, or C are regarded as having
significant speculative characteristics. BB indicates the least degree of
speculation and C the highest. While such bonds will likely have some quality
and protective characteristics, these may be outweighed by large uncertainties
or major risk exposures to adverse conditions.

MOODY'S CORPORATE BOND RATINGS:

Aaa-Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of 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 of 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 rated Baa are considered as medium-grade obligations, I.E., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present, but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba-Bonds 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 marked shortcomings.

A-1
<PAGE>

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.

DUFF & PHELPS LONG-TERM DEBT AND PREFERRED STOCK RATINGS:

AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA-: 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-: Protection factors are average but adequate. However, risk
factors are more variable and greater in periods of economic stress.

BBB+, BBB, BBB-: Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

BB+, BB, BB-: Below investment grade but 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-: Below investment grade and possessing 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: 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.

FITCH IBCA, INC. LONG-TERM RATINGS

AAA
HIGHEST CREDIT QUALITY. "AAA" ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.

AA
VERY HIGH CREDIT QUALITY. "AA" ratings denote a very low expectation of credit
risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.

A
HIGH CREDIT QUALITY. "A" ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.

BBB
GOOD CREDIT QUALITY. "BBB" ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair the capacity. This is the lowest
investment-grade category.

BB
SPECULATIVE. "BB" ratings indicate that there is a possiblity of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade.

B
HIGHLY SPECULATIVE. "B" ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

A-2
<PAGE>

CCC, CC, C
HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial
commitments is solely reliant upon sustained, favorable business or economic
deveopments. A "CC" rating indicates that default of some kind appears probable.
"C" ratings signal imminent default.

DDD, DD, D
DEFAULT. The ratings of obligations in this category are based on their
prospects for achieving partial or full recovery in reorganization or
liquidation of the obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the following serve as
general guidelines. "DDD" obligations have the highest potential for recovery,
around 90%-100% of oustanding amounts and accrued interest. "DD" indicates
potential recoveries in the range of 50%-90%, and "D" the lowest recovery
potential, that is, below 50%.

Entities rated in this category have defaulted on some or all of their
obligations. Entities rated "DDD" have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated "DD" and "D" are generally undergoing a formal
reorganization or liquidation process; those rated "DD" are likely to satisfy a
higher portion of their oustanding obligations, while entities rated "D" have a
poor prospect for repaying all obligations.

S&P COMMERCIAL PAPER RATINGS:

Commercial paper rate A-1 by S&P Ratings 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 SHORT-TERM DEBT RATINGS:

D-1+: Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.

D-1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors are
minor.

D-1-: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

D-2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

A-3
<PAGE>

APPENDIX I--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, that is, 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.

STANDARD DEVIATION

Standard deviation is an absolute (non-relative) measure of volatility
which, for a mutual fund, depicts how widely the returns varied over a certain
period of time. When a fund has a high standard deviation, its range of
performance has been very wide, implying greater volatility potential. Standard
deviation is only one of several measures of a fund's volatility.

I-1
<PAGE>

APPENDIX II--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.

[The following table was depicted as a line graph in the printed material.]

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

VALUE OF $1.00 INVESTED ON
1/1/26 THROUGH 12/31/98

<TABLE>
<CAPTION>
1926 1936 1946 1956 1966 1976 1986 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Small Stocks $5,116.95

Common Stocks $2,350.89

Long-Term Bonds $ 44.18

Treasury Bills $ 14.94

Inflation $ 9.16
</TABLE>

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

Source: Ibbotson Associates. Used with permission. This chart is for
illustrative purposes only and is not indicative of the past, present, or future
performance of any asset class or any Prudential Mutual Fund.

Generally, stock returns are due to capital appreciation and reinvesting any
gains. Bond returns are due mainly to reinvesting interest. Also, stock prices
are usually more volatile than bond prices over the long-term. Small stock
returns for 1926-1980 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 measured using a constant one-bond
portfolio with a maturity of roughly 20 years. 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).

II-1
<PAGE>

Set forth below is historical performance data relating to various sectors
of the fixed-income securities markets. The chart shows the historical total
returns of U.S. Treasury bonds, U.S. mortgage securities, U.S. corporate bonds,
U.S. high yield bonds and world government bonds on an annual basis from 1988
through 1998. 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 Funds or of any sector in which the
Funds invest.

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 "Risk/Return Summary--Fees and Expenses" in each Prospectus.
The net effect of the deduction of the operating expenses of a mutual fund on
these historical total returns, including the compounded effect over time, could
be substantial.

HISTORICAL TOTAL RETURNS OF DIFFERENT BOND MARKET SECTORS

<TABLE>
<CAPTION>
'88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT
TREASURY BONDS(1) .......... 7.0% 14.4% 8.5% 15.3% 7.2% 10.7% (3.4)% 18.4% 2.7% 9.6% 10.0%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

U.S. GOVERNMENT
MORTGAGE SECURITIES(2) ..... 8.7% 15.4% 10.7% 15.7% 7.0% 6.8% (1.6)% 16.8% 5.4% 9.5% 7.0%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

U.S. INVESTMENT GRADE
CORPORATE BONDS(3) ......... 9.2% 14.1% 7.1% 18.5% 8.7% 12.2% (3.9)% 22.3% 3.3% 10.2% 8.6%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

U.S. HIGH YIELD
CORPORATE BONDS(4) ......... 12.5% 0.8% (9.6)% 46.2% 15.8% 17.1% (1.0)% 19.2% 11.4% 12.8% 1.6%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

WORLD GOVERNMENT
BONDS(5) ................... 2.3% (3.4)% 15.3% 16.2% 4.8% 15.1% 6.0% 19.6% 4.1% (4.3)% 5.3%
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====

DIFFERENCE BETWEEN
HIGHEST AND LOWEST
RETURN PERCENT ............. 10.2 18.8 24.9 30.9 11.0 10.3 9.9 5.5 8.7 17.1 8.4
</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. Source: Lipper Inc.

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

II-2
<PAGE>

This chart illustrates the performance of major world stock markets for the
period from December 31, 1985 through December 31, 1998. It does not represent
the performance of any Prudential Mutual Fund.

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

TOTAL RETURNS OF MAJOR WORLD STOCK MARKETS 12/31/85-12/31/98

------------------------------
Belgium 22.7%
------------------------------
Spain 22.5%
------------------------------
The Netherlands 20.8%
------------------------------
Sweden 19.9%
------------------------------
Switzerland 18.3%
------------------------------
USA 18.1%
------------------------------
Hong Kong 17.8%
------------------------------
France 17.4%
------------------------------
UK 16.7%
------------------------------
Germany 13.4%
------------------------------
Austria 8.9%
------------------------------
Japan 6.5%
------------------------------

Source: Morgan Stanley Capital International (MSCI) and Lipper Inc. as of
12/31/98. Used with permission. Morgan Stanley Country indices are unmanaged
indices which include those stocks making up the largest two-thirds of each
country's total stock market capitalization. Returns reflect the reinvestment of
all distributions. This chart is for illustrative purposes only and is not
indicative of the past, present or future performance of any specific
investment. Investors cannot invest directly in stock indices.

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

[The following table was depicted as a line graph in the printed material.]

<TABLE>
<CAPTION>
1969 1973 1977 1980 1984 1988 1991 1994 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Appreciation
and Reinvesting Dividends $391,707

Capital Appreciation only $133,525
</TABLE>

Source: Lipper Inc. 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.

[The following table was depicted as a pie graph in the printed material.]

WORLD STOCK MARKET CAPITALIZATION BY REGION
WORLD TOTAL: $15.8 TRILLION

Canada 1.8%
Pacific Basin 12.5%
Europe 34.7%
U.S. 51.0%

Source: Morgan Stanley Capital International, December 31, 1998. 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 approximately
1577 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.

II-3
<PAGE>

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

[The following table was depicted as a line graph in the printed material.]

LONG U.S. TREASURY BOND YIELD IN PERCENT (1926-1998)

</TABLE>

- ----------
Source: Ibbotson Associates. Used with permission. All rights reserved. The
chart illustrates the historical yield of the long-term U.S. Treasury Bond from
1926-1997. 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.

II-4
<PAGE>

APPENDIX III--INFORMATION RELATING TO 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 "How the Funds are
Managed--Manager" in each 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, 1997 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 Funds.

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,
1997. Principal products and services include life and health insurance, other
healthcare products, property and casualty insurance, securities brokerage,
asset management, investment advisory services and real estate brokerage.
Prudential (together with its subsidiaries) employs almost 81,000 persons
worldwide, and maintains a sales force of approximately 11,500 agents and nearly
6,500 domestic and international 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 nearly 40 million people
worldwide. Long one of the largest issuers of life insurance, Prudential has 25
million life insurance policies in force today with a face value of almost $1
trillion. Prudential has the largest capital base ($12.1 billion) of any life
insurance company in the United States. Prudential provides auto insurance for
approximately 1.5 million cars and insures approximately 1.2 million homes.

MONEY MANAGEMENT. 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.
As of December 31, 1997, Prudential had more than $370 billion in assets under
management. Prudential Investments, a business group of Prudential, (of which
Prudential Mutual Funds is a key part) manages over $211 billion in assets of
institutions and individuals. In INSTITUTIONAL INVESTOR, July 1998, Prudential
was ranked eighth in terms of total assets under management as of December 31,
1997.

REAL ESTATE. The Prudential Real Estate Affiliates is one of the largest
real estate residential and commercial brokerage networks in North America and
has more than 37,000 real estate brokers with over 1,400 offices across the
United States.(2)

FINANCIAL SERVICES. The Prudential Savings Bank FSB, a wholly-owned
subsidiary of Prudential, has over $1 billion in assets and serves nearly 1.5
million customers across 50 states.

- ----------
(1) 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 the
subadviser to Nicholas-Applegate Fund, Inc., Jennison Associates LLC as
one of the subadvisers to Prudential Diversified Funds, Prudential 20/20
Focus Fund, Prudential Sector Funds, Inc., The Prudential Series Funds,
Inc. and The Prudential Investment Portfolios, Inc. and Mercator Asset
Management LP, as the subadviser to International Stock Series, a
portfolio of Prudential World Fund, Inc. There are multiple subadvisers
for The Target Portfolio Trust and Target Funds.

(2) As of December 31, 1996

III-1
<PAGE>

INFORMATION ABOUT THE PRUDENTIAL MUTUAL FUNDS

As of November 30, 1998, Prudential Investments Fund Management was the
18th largest mutual fund company 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.

EQUITY FUNDS. 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 LLC, 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
approximately 200 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. Investment grade bond analysts monitor the financial
viability of 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 trades billions in U.S. and foreign government
securities a year. PIC seeks information from government policy makers.
Prudential's portfolio managers have 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.

- ----------
(3) As of December 31, 1997. The number of bonds and the size of the Fund are
subject to change.

III-2
<PAGE>

INFORMATION ABOUT PRUDENTIAL SECURITIES

Prudential Securities is the fifth largest retail brokerage firm in the
United States with approximately 6,000 financial advisors. It offers to its
clients a wide range of products, including Prudential Mutual Funds and
annuities. As of December 31, 1998, assets held by Prudential Securities for its
clients approximated $268 billion. During 1998, over 31,000 new customer
accounts were opened each month at Prudential Securities(4).

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 and financial
planning areas.

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

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

- ----------
(4) As of December 31, 1998.

III-3
<PAGE>

APPENDIX IV

<TABLE>
<CAPTION>
Number of Shares
Name Address Fund/Class (% of Class)
- ---- ------- ---------- ----------------
<S> <C> <C> <C>
PAMCO VCA Attn. Jay Duffy Bond Market Index/Z 3,554,958(76%)
DA Account 30 Scranton Office Park
Moosic, PA 18507

PMG IIA Fund Prudential Insurance Co. Europe Index/Z 1,557,398(84%)
Three Gateway Center,
10th Fl.
100 Mulberry St.
Newark, NJ 07102

PMG IIA Fund Prudential Insurance Co. Pacific Index/Z 2,581,821(74%)
Three Gateway Center,
10th Fl.
100 Mulberry St.
Newark, NJ 07102

PMG IIA Fund Prudential Insurance Co. Small-Cap Index/Z 2,073,476(65%)
Three Gateway Center,
10th Fl.
100 Mulberry St.
Newark, NJ 07102

Nearco Trustee P.O. Box 292 Stock Index/A 68,370(5.5%)
Company St. Helier, Jersey JE4-8T-J
(Jersey) Ltd. United Kingdom
Re: J.K. Tuerk Settlement

Pru Defined Attn: John Surdy
Contribution Svcs 30 Scranton Office Park
FBO Pru-Non-Trust-Accounts Moosic, PA 18507 Stock Index/A 78,322(6%)

Prudential Attn: John Surdy
Trust Company 30 Scranton Office Park Stock Index/A 597,459(48%)
FBO Pru-DC Moosic, PA 18507
Trust Accounts

Winifred R. Cardo Box 477
Quogue, NY 11959-0477 Stock Index/C 6,732(5.8%)

Mr. Henry B Hallock
& Ms. Parricia A Hallock 26 Pier Avenue
JT Ten Riverhead, NY 11901 Stock Index/C 7,055(6%)

Prudential
Securities C/F
Helen Olson Hansen
IRA Rollover DTD 04/07/02 RT 1 235 Sailors Lane Stock Index/C 7,324(6%)
Cutchogue, NY 11935-1635

Mr. Kevin S Guergawi 3677 Embassy Circle Stock Index/C 6,369(5.5%)
Mr. Michael I Guergawi CO-TTEES Palm Harbor, FL 34685-1017
Samir N Guergawi Irrev Gifting
Trust UA DTD 09/03/99

Prudential Trust Attn. John Surdy Stock Index/Z 9,645,901(31%)
Company, 30 Scranton Office Park
FBO Prudential-DC Moosic, PA 18507
Clients

IV-1

<PAGE>

Prudential Defined Attn. John Surdy Stock Index/Z 5,610,638(18%)
Contribution Svcs, 30 Scranton Office Park
FBO Prudential-DC Moosic, PA 18507
Qualified Clients

Prudential Employee Attn. Steve Albert Stock Index/I 15,524,727(44%)
Savings Plan 30 Scranton Office Park
Moosic, PA 18507

Prudential Trust Attn. John Surdy Stock Index/I 11,574,919(32%)
Company, 30 Scranton Office Park
FBO Prudential-DC Moosic, PA 18507
Clients

Boston Safe Deposit 1 Cabot Road Stock Index/I 4,145,851(12%)
and Trust, TTE for Medford, MA 02155
K-Mart 401k, PRT S

Marquette Trust Co., Attn. Ann Mejia Stock Index/I 4,434,507(12%)
TTE State of Hawaii 13100 Wayzata Blvd.
Deferred Compensation Minnetonka, MN 55305
Plan
</TABLE>

IV-2

<PAGE>

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) (1) Certificate of Trust of the Registrant. Incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A filed via EDGAR on April 4, 1997
(File No. 33-48066).

(2) First Amendment to Certificate of Trust of the Registrant.
Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A filed via
EDGAR on April 4, 1997 (File No. 33-48066).

(3) Second Amendment to Certificate of Trust of the Registrant.
Incorporated by reference to Exhibit 1(c) to Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A filed via
EDGAR on November 27, 1996 (File No. 33-48066).

(4) Declaration of Trust of the Registrant. Incorporated by
reference to Exhibit 1(d) to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A filed via EDGAR on April 4, 1997
(File No. 33-48066).

(5) First Amendment to Declaration of Trust of the Registrant.
Incorporated by reference to Exhibit 1(e) to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A filed via
EDGAR on April 4, 1997 (File No. 33-48066).

(6) Second Amendment to Declaration of Trust of the Registrant.
Incorporated by reference to Exhibit 1(f) to Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A filed via
EDGAR on November 27, 1996 (File No. 33-48066).

(7) Third Amendment to Certificate of Trust of the Registrant.
Incorporated by reference to Exhibit 1(g) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed on
January 22, 1998 (File No. 33-48066).

(8) Third Amendment to Declaration of Trust of the Registrant.
Incorporated by reference to Exhibit 1(h) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed on
January 22, 1998 (File No. 33-48066).

(b) By-Laws of the Registrant as revised and restated October 5, 1992.
Incorporated by reference to Exhibit 2 to Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A filed via EDGAR on
April 4, 1997 (File No. 33-48066).

(d) (1) Management Agreement for Prudential Stock Index Fund with
Prudential Mutual Fund Management LLC. Incorporated by reference to
Exhibit 5(e) to Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A filed via EDGAR on November 27, 1996 (File
No. 33-48066).

(2) Subadvisory Agreement between Prudential Mutual Fund Management
LLC and The Prudential Investment Corporation. Incorporated by
reference to Exhibit 5(f)(i) to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A filed via EDGAR on November
27, 1996 (File No. 33-48066).

(3) Management Agreement for Prudential Bond Market Index Fund,
Prudential Europe Index Fund, Prudential Pacific Index Fund and
Prudential Small-Cap Index Fund, with Prudential Investments Fund
Management LLC. Incorporated by reference to Exhibit 5(c) to
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A filed on January 22, 1998 (File No. 33-48066).

(4) Subadvisory Agreement between Prudental Investments Fund
Management LLC and The Prudential Investment Corporation for
Prudential Bond Market Index Fund, Prudential Europe Index Fund,
Prudential Pacific Index Fund and Prudential Small-Cap Index Fund.
Incorporated by reference

C-1
<PAGE>

to Exhibit 5(d) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed on January 22, 1998 (File
No. 33-48066).

(e) (1) Amended Distribution Agreement. Incorporated by reference to
Exhibit 6(a) to Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A filed on November 27, 1998 (File No.
33-48066).

(2) Form of Selected Dealer Agreement. Incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A filed on November 27, 1998 (File No.
33-48066).

(g) (1) Custodian Agreement between the Registrant and State Street Bank
and Trust Company. Incorporated by reference to Exhibit 8 to
Post-Effective Amendment No. 8 to the Registration Statement on Form
N-1A filed via EDGAR on April 4, 1997 (File No. 33-48066).

(2) Amendment to Custodian Agreement. Incorporated by reference to
Exhibit (g)(2) to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A filed via EDGAR on November 12,
1999 (File No. 33-48066)

(2) Amendment to Transfer Agency and Service Agreement. Incorporated
by reference to Exhibit (h)(2) to Post-Effective Amendment No. 15 to
the Registration Statement on Form N-1A filed via EDGAR on November
12, 1999 (File No. 33-48066).

(i) (1) Opinion and consent of Morris, Nichols, Arsht @ Tunnell.
Incorporated by reference to Exhibit (i) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A filed
via EDGAR on November 12, 1999 (File No. 33-48066).

(2) Consent of Morris, Nichols, Arsht & Tunnell.*

(j) Consent of Independent Accountants.*

(m) (1) Distribution and Service Plan for Class A shares.Incorporated
by reference to Exhibit (m)(1) to Post-Effective Amendment No.
12 to the Registration Statement on Form N-1A filed via EDGAR
on July 30, 1999 (File No. 33-48066).

(2) Distribution and Service Plan for Class B shares.Incorporated
by reference to Exhibit (m)(2) to Post-Effective Amendment No.
12 to the Registration Statement on Form N-1A filed via EDGAR
on July 30, 1999 (File No. 33-48066).

(3) Distribution and Service Plan for Class C shares.Incorporated
by reference to Exhibit (m)(3) to Post-Effective Amendment No.
12 to the Registration Statement on Form N-1A filed via EDGAR
on July 30, 1999 (File No. 33-48066).

(o) Amended Rule 18f-3 Plan. Incorporated by reference to Exhibit (o) to
Post-Effective Amendment No. 12 to the Registration Statement on
Form N-1A filed via EDGAR on July 30, 1999 (File No. 33-48066).

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

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

None.

ITEM 25. INDEMNIFICATION.

As permitted by Section 17(h) and (i) of the Investment Company Act of
1940, as amended (the 1940 Act), and pursuant to Del. Code Ann. title 12 sec.
3817, a Delaware business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and all claims
and demands whatsoever. Article VII, Section 2 of the Agreement and Declaration
of Trust states that (i) the Registrant shall indemnify any present trustee or
officer to the fullest extent permitted by law against liability, and all
expenses reasonably incurred by him or her in connection with any claim, action,
suit or proceeding in which he or she is

C-2
<PAGE>

involved by virtue of his or her service as a trustee, officer or both, and
against any amount incurred in settlement thereof and (ii) all persons extending
credit to, contracting with or having any claim against the Registrant shall
look only to the assets of the appropriate Series (or if no Series has yet been
established, only to the assets of the Registrant). Indemnification will not be
provided to a person adjudged by a court or other adjudicatory body to be liable
to the Registrant or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties (collectively
"disabling conduct"). In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the Declaration
of Trust, that the officer or trustee did not engage in disabling conduct. As
permitted by Section 17(i) of the 1940 Act, pursuant to Section 8 of the
Distribution Agreement (Exhibit (e)(1) to the Registration Statement), the
Distributor of the Registrant may be indemnified against liabilities which it
may incur, except liabilities arising from bad faith, gross negligence, willful
misfeasance or reckless disregard of duties.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (Securities Act) may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1940 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
trustee, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1940 Act and will be governed by the final
adjudication of such issue.

The Registrant intends to purchase an insurance policy insuring its
officers and trustees against liabilities, and certain costs of defending claims
against such officers and trustees, to the extent such officers and trustees are
not found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and trustees under certain circumstances.

Section 9 of the Management Agreements (Exhibits (d)(1) and (d)(3) to the
Registration Statement) and Section 4 of the Subadvisory Agreements (Exhibits
(d)(2) and (d)(4) to the Registration Statement) limit the liability of
Prudential Investments Fund Management LLC (PIFM) and The Prudential Investment
Corporation (PIC), respectively, to liabilities arising from willful
misfeasance, bad faith or gross negligence in the performance of their
respective duties or from reckless disregard by them of their respective
obligations and duties under the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws, and the Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Section 17(h) and 17(i) of such Act remain
in effect and are consistently applied.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a) Prudential Investments Fund Management LLC (PIFM).

See "How the Fund is Managed--Manager" and "How the Funds are
Managed--Manager" in the Prospectuses constituting Part A of this Registration
Statement and "Investment Advisory and Other Services" in the Statement of
Additional Information constituting Part B of this Registration Statement.

The business and other connections of the officers of PIFM are listed in
Schedules A and D of Form ADV of PIFM as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104).

The business and other connections of PIFM's directors and principal
executive officers are set forth below. The address of each person is Gateway
Center Three, 100 Mulberry Street, Newark, NJ 07102-4077.

C-3
<PAGE>

NAME AND ADDRESS POSITION WITH PIFM PRINCIPAL OCCUPATIONS
- ---------------- ------------------ ---------------------

David R. Odenath, Jr. Officer in Charge, Officer in Charge,
President, Chief President, Chief
Executive Officer and Executive Officer and
Chief Operating Officer Chief Operating
Officer, PIFM; Senior
Vice President. The
Prudential Insurance
Company of America
(Prudential).

Robert F. Gunia Executive Vice Executive Vice
President & Chief President & Chief
Administrative Officer Administrative
Officer, PIFM; Vice
President,
Prudential;
President, Prudential
Investment Management
Services LLC (PIMS)

William V. Healey Executive Vice Executive Vice
President, Chief President, Chief
Legal Officer and Legal Officer and
Secretary Secretary, PIFM; Vice
President and
Associate General
Counsel, Prudential;
Senior Vice
President, Chief
Legal Officer and
Secretary, PIMS

Brian W. Henderson Executive Vice Executive Vice
President President, PIFM;
Senior Vice President
and Chief Operating
Officer, PIMS

Stephen Pelletier Executive Vice Executive Vice
President President, PIFM

Judy A. Rice Executive Vice Executive Vice
President President, PIFM

Lynn M. Waldvogel Executive Vice Executive Vice
President President, PIFM

(b) The Prudential Investment Corporation (PIC)

See "How the Fund is Managed--Investment Adviser" and "How the Funds are
Managed--Investment Adviser" in the Prospectuses constituting Part A of this
Registration Statement and "Investment Advisory and Other Services" in the
Statement of Additional Information constituting Part B of this Registration
Statement.

The business and other connections of PIC's directors and principal
executive officers are as set forth below. The address of each person is 751
Broad Street, Newark, NJ 07102.

NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ---------------- ----------------- ---------------------

Jeffrey Hiller Chief Compliance Chief Compliance Officer,
Officer Prudential Global Asset
Management
Chairman of the

John R. Strangfeld, Board, President, President of Prudential Global
Jr. Chief Executive Asset Management Group of
Officer and Prudential; Senior Vice
Director President, Prudential; Chairman
of the Board, President, Chief
Executive Officer and Director,
PIC

Bernard Winograd Senior Vice Chief Executive Officer,
President Prudential Real Estate
and Director Investors; Senior Vice President
and Director, PIC

C-4
<PAGE>

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Prudential Investment Management Services LLC (PIMS).

PIMS is distributor for Cash Accumulation Trust, Command Government Fund,
Command Money Fund, Command Tax-Free Fund, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund),
Prudential Balanced Fund, Prudential California Municipal Fund, Prudential
Distressed Securities Fund, Inc., Prudential Diversified Bond Fund, Inc.,
Prudential Diversified Funds, Prudential Emerging Growth Fund, Inc., Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Global Total Return Fund,
Inc., Prudential Government Income Fund, Inc., Prudential Government Securities
Trust, Prudential High Yield Fund, Inc., Prudential High Yield Total Return
Fund, Inc., Prudential Index Series Fund, Prudential Institutional Liquidity
Portfolio, Inc., Prudential International Bond Fund, Inc., Prudential Mid-Cap
Value Fund, Prudential MoneyMart Assets, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund, Prudential National Municipals Fund, Inc.,
Prudential Natural Resources Fund, Inc., Prudential Pacific Growth Fund,
Inc., Prudential Real Estate Securities Fund, Prudential Sector Funds, Inc.,
Prudential Small-Cap Quantum Fund, Inc., Prudential Small Company Value Fund,
Inc., Prudential Special Money Market Fund, Inc., Prudential Structured Maturity
Fund, Inc., Prudential Tax-Free Money Fund, Inc., Prudential Tax-Managed Equity
Fund, Prudential 20/20 Focus Fund, Prudential World Fund, Inc., The Prudential
Investment Portfolios, Inc., The Target Portfolio Trust and Target Funds.

(b) Information concerning directors and officers of PIMS is set forth
below.

POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------- ------------- -------------

Margaret Deverell........ Vice President
and Chief Financial Officer None

Robert F. Gunia.......... President Vice President
and Trustee

Kevin Frawley............ Senior Vice President
and Compliance Officer None

William V. Healey........ Senior Vice President, Secretary
and Chief Legal Officer None

Brian W. Henderson....... Senior Vice President None

John R. Strangfeld, Jr... Advisory Board Member President and
Trustee

- ----------
(1) The address of each person named is 751 Broad Street, Prudential Plaza,
Newark, New Jersey 07102.

C-5
<PAGE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts, The Prudential Investment Corporation, Prudential Plaza,
745 Broad Street, Newark, New Jersey 07102; the Registrant, Gateway Center
Three, 100 Mulberry Street, Newark, NJ 07102-4077; and Prudential Mutual Fund
Services LLC, Raritan Plaza One, Edison, New Jersey 08837. Documents required by
Rules 31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at 751
Broad Street, Newark, New Jersey 07102 and 51 JFK Parkway, Short Hills, New
Jersey 07078, for Prudential Bond Market Index Fund, Prudential Europe Index
Fund, Prudential Pacific Index Fund, Prudential Small-Cap Index Fund and
Prudential Stock Index Fund and the remaining accounts, books and other
documents required by such other pertinent provisions of Section 31(a) and the
rules promulgated thereunder will be kept by State Street Bank and Trust Company
and Prudential Mutual Fund Services LLC.

ITEM 29. MANAGEMENT SERVICES

Other than as set forth under the caption "How the Fund is Managed" or
"How the Funds are Managed" in the Prospectuses and under the caption
"Investment Advisory and Other Services" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Post-Effective
Amendment to the Registration Statement, Registrant is not a party to any
management-related service contract.

ITEM 30. UNDERTAKINGS

Not applicable.

C-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Fund certifies that it
meets all the requirements for effectiveness of this Post-Effective Amendment to
the Registration Statement under Rule 485(b) under the Securities Act and has
duly caused this Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, duly authorized, in the City of Newark,
and the State of New Jersey, on the 15th day of December, 1999.

PRUDENTIAL INDEX SERIES FUND

By /s/ JOHN R. STRANGFELD, JR.
-------------------------------------
JOHN R. STRANGFELD, JR., PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ GRACE C. TORRES Treasurer and Principal Financial December 15, 1999
- ---------------------------- and Accounting Officer
GRACE C. TORRES

/s/ EDWARD D. BEACH Trustee December 15, 1999
- ----------------------------
EDWARD D. BEACH

/s/ DELAYNE DEDRICK GOLD Trustee December 15, 1999
- ----------------------------
DELAYNE DEDRICK GOLD

/s/ ROBERT F. GUNIA Trustee December 15, 1999
- ----------------------------
ROBERT F. GUNIA

/s/ DOUGLAS H. McCORKINDALE Trustee December 15, 1999
- ----------------------------
DOUGLAS H. MCCORKINDALE

/s/ THOMAS T. MOONEY Trustee December 15, 1999
- ----------------------------
THOMAS T. MOONEY

/s/ STEPHEN P. MUNN Trustee December 15, 1999
- ----------------------------
STEPHEN P. MUNN

/s/ DAVID R. ODENATH, JR. Trustee December 15, 1999
- ----------------------------
DAVID R. ODENATH, JR.

/s/ RICHARD A. REDEKER Trustee December 15, 1999
- ----------------------------
RICHARD A. REDEKER

/s/ ROBIN B. SMITH Trustee December 15, 1999
- ----------------------------
ROBIN B. SMITH

/s/ JOHN R. STRANGFELD, JR. President and Trustee December 15, 1999
- ----------------------------
JOHN R. STRANGFELD, JR.

/s/ LOUIS A. WEIL, III Trustee December 15, 1999
- ----------------------------
LOUIS A. WEIL, III

/s/ CLAY T. WHITEHEAD Trustee December 15, 1999
- ----------------------------
CLAY T. WHITEHEAD

</TABLE>

C-7
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
(a) (1) Certificate of Trust of the Registrant. Incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 8 to
the Registration Statement on Form N-1A filed via EDGAR on
April 4, 1997 (File No. 33-48066).

(2) First Amendment to Certificate of Trust of the Registrant.
Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A
filed via EDGAR on April 4, 1997 (File No. 33-48066).

(3) Second Amendment to Certificate of Trust of the
Registrant. Incorporated by reference to Exhibit 1(c) to
Post-Effective Amendment No. 7 to the Registration Statement
on Form N-1A filed via EDGAR on November 27, 1996 (File No.
33-48066).

(4) Declaration of Trust of the Registrant. Incorporated by
reference to Exhibit 1(d) to Post-Effective Amendment No. 8 to
the Registration Statement on Form N-1A filed via EDGAR on
April 4, 1997 (File No. 33-48066).

(5) First Amendment to Declaration of Trust of the Registrant.
Incorporated by reference to Exhibit 1(e) to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A
filed via EDGAR on April 4, 1997 (File No. 33-48066).

(6) Second Amendment to Declaration of Trust of the
Registrant. Incorporated by reference to Exhibit 1(f) to
Post-Effective Amendment No. 7 to the Registration Statement
on Form N-1A filed via EDGAR on November 27, 1996 (File No.
33-48066).

(8) Third Amendment to Declation of Trust of the Registrant.
Incorporated by reference to Exhibit 1(h) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A
filed on January 22, 1997 (File No. 33-48066).

(b) By-Laws of the Registrant as revised and restated October 5,
1992. Incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A
filed via EDGAR on April 4, 1997 (File No. 33-48066).

(d) (1) Management Agreement for Prudential Stock Index Fund with
Prudential Mutual Fund Management LLC. Incorporated by
reference to Exhibit 5(e) to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A filed via EDGAR on
November 27, 1996 (File No. 33-48066).

(2) Subadvisory Agreement between Prudential Mutual Fund
Management LLC and The Prudential Investment Corporation.
Incorporated by reference to Exhibit 5(f)(i) to Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A
filed via EDGAR on November 27, 1996 (File No. 33-48066).

(3) Management Agreement for Prudential Bond Market Index
Fund, Prudential Europe Index Fund, Prudential Pacific Index
Fund and Prudential Small-Cap Index Fund, with Prudential
Investments Fund Management LLC. Incorporated by reference to
Exhibit 5(c) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed on January 22, 1997
(File No. 33-48066).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
(4) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Prudential Investment Corporation for
Prudential Bond Market Index Fund, Prudential Europe Index
Fund, Prudential Pacific Index Fund and Prudential Small-Cap
Index Fund. Incorporated by reference to Exhibit 5(d) to
Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A filed on January 22, 1997 (File No. 33-48066).

(e) (1) Amended Distribution Agreement. Incorporated by reference
to Exhibit 6(a) to Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A filed on November 27, 1998
(File No. 33-48066).

(2) Form of Selected Dealer Agreement. Incorporated by
reference to Exhibit 6(b) to Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A filed on November
27, 1998 (File No. 33-48066).

(g) (1) Custodian Agreement between the Registrant and State
Street Bank and Trust Company. Incorporated by reference to
Exhibit 8 to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A filed via EDGAR on April
4, 1997 (File No. 33-48066).

(2) Amendment to Custodian Agreement. Incorporated by
reference to Exhibit (g)(2) to Post-Effective Amendment No. 15
to the Registration Statement on Form N-1A filed via EDGAR on
November 12, 1999. (File No. 33-48066)

(h) (1) Transfer Agency and Service Agreement. Incorporated by
reference to Exhibit 9 to Post-Effective Amendment No. 8 to
the Registration Statement on Form N-1A filed via EDGAR on
July 30, 1999 (File No. 33-48066). Incorporated by reference
to Exhibit (h)(2) to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A filed via EDGAR on
November 12, 1999.

(2) Amendment to Transfer Agency and Service Agreement.
Incorporated by reference to Exhibit (h)(2) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A
filed via EDGAR on November 12, 1999 (File No. 33-48066).

(i) (1) Opinion and consent of Morris, Nichols, Arsht & Tunnell.
Incorporated by reference to Exhibit (i) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A
filed via EDGAR on November 12, 1999 (File No. 33-48066).

(2) Consent of Morris, Nichols, Arsht & Tunnell.*

(j) Consent of Independent Accountants.*

(m) (1) Distribution and Service Plan for Class A shares.
Incorporated by reference to Exhibit (m)(1) to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A
filed via EDGAR on July 30, 1999 (File No. 33-48066).

(2) Distribution and Service Plan for Class B shares.
Incorporated by reference to Exhibit (m)(2) to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A
filed via EDGAR on July 30, 1999 (File No. 33-48066).

(3) Distribution and Service Plan for Class C shares.
Incorporated by reference to Exhibit (m)(3) to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A
filed via EDGAR on July 30, 1999 (File No. 33-48066).

(o) Amended Rule 18f-3 Plan. Incorporated by reference to Exhibit
(o) to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A filed via EDGAR on July 30, 1999 (File
No. 33-48066).
</TABLE>

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

MORRIS, NICHOLS, ARSHT & TUNNELL
1201 NORTH MARKET STREET
P.O. BOX 1347
WILMINGTON, DELAWARE 19899-1347
------
TELEPHONE (302) 658-9200
TELECOPY (302) 658-3989

December 10, 1999

Prudential Index Series Fund
Gateway Center Three
100 Mulberry Street
Newark, NJ 07102-4077

Re: Prudential Index Series Fund
----------------------------

Ladies and Gentlemen:

We refer to our opinion to you dated November 4, 1999 (the "Opinion")
concerning certain matters of Delaware law relating to the formation of
Prudential Index Series Fund, a Delaware business trust (the "Trust"), and
certain related matters. We hereby consent to your filing a copy of the Opinion
with Post-Effective Amendment No. 15 to the Trust's Registration Statement on
Form N-1A, Registration No. 33-48066 (the "Post-Effective Amendment"), pursuant
to the Securities Act of 1933, as amended. We hereby confirm the opinions stated
in the Opinion as of the date hereof subject to all assumptions, qualifications
and limitations in the Opinion and any Prior Opinions referenced therein, as of
that date, as of the date of any such Prior Opinions and as of the date hereof.
We also assume no Series have been created subsequent to our First Prior
Opinion. In addition to the documents referenced in the Opinion, we have
reviewed a certificate of good standing of the Trust obtained as of a recent
date from the Secretary of State of the State of Delaware and the Post-Effective
Amendment. Capitalized terms used herein and not herein defined are used as
defined in the Opinion.

Very truly yours,

/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
----------------------------------
Morris, Nichols, Arsht & Tunnell

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 16 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
November 2, 1999, relating to the financial statements and financial highlights
of Prudential Stock Index Fund (one of the portfolios comprising Prudential
Index Series Fund) and our reports dated November 17, 1999, relating to the
financial statements and financial highlights of Prudential Pacific Index Fund,
Prudential Europe Index Fund, Prudential Bond Market Index Fund and Prudential
Small-Cap Index Fund (four of the portfolios comprising Prudential Index Series
Fund), which appear in such Statement of Additional Information, and to the
incorporation by reference of our reports into the Prospectus which constitute
part of this Registration Statement. We also consent to the reference to us
under the heading "Investment Advisory and Other Services" in such Statement of
Additional Information and to the references to us under the heading "Financial
Highlights" in such Prospectus.

/s/ PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
December 9, 1999