[PRUDENTIAL LOGO] PROSPECTUS MARCH 8, 2000 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. FUND TYPE Global debt INVESTMENT OBJECTIVE Total return, made up of current income and capital appreciation BUILD ON THE ROCK [ROCK GRAPHIC] As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Fund's shares nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise. TABLE OF CONTENTS 1 RISK/RETURN SUMMARY 1 Investment Objective and Principal Strategies 1 Principal Risks 3 Evaluating Performance 4 Fees and Expenses 6 HOW THE FUND INVESTS 6 Investment Objective and Policies 8 Other Investments and Strategies 12 Investment Risks 16 HOW THE FUND IS MANAGED 16 Board of Directors 16 Manager 16 Investment Adviser 17 Portfolio Managers 18 Distributor 19 FUND DISTRIBUTIONS AND TAX ISSUES 19 Distributions 20 Tax Issues 21 If You Sell or Exchange Your Shares 23 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 23 How to Buy Shares 31 How to Sell Your Shares 35 How to Exchange Your Shares 37 Telephone Redemptions or Exchanges 38 FINANCIAL HIGHLIGHTS 38 Class A Shares 39 Class B Shares 40 Class C Shares 41 Class Z Shares 42 THE PRUDENTIAL MUTUAL FUND FAMILY FOR MORE INFORMATION (Back Cover) PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 RISK/RETURN SUMMARY This section highlights key information about PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC., which we refer to as "the Fund." Additional information follows this summary. INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES Our investment objective is to seek TOTAL RETURN, made up of CURRENT INCOME and CAPITAL APPRECIATION. We normally invest at least 65% of the Fund's total assets in income-producing debt securities of the U.S. and foreign governments, supranational organizations, semi-governmental entities or government agencies, authorities or instrumentalities and short-term bank debt securities or bank deposits. We look for investment-grade securities denominated in U.S. dollars or foreign currencies. We may use a variety of hedging strategies to protect the value of the Fund's investments, including derivatives and cross-currency hedges. Our approach to global investing focuses on country and currency selection. We look at fundamentals to identify relative value. While we make every effort to achieve our objective, we can't guarantee success. PRINCIPAL RISKS Although we try to invest wisely, all investments involve risk. The Fund invests in debt obligations which have credit, market and interest rate risks. Credit risk is the possibility that an issuer of a debt obligation does not pay the Fund interest or repay principal. Market risk, which may affect an industry, a sector or the entire market, is the possibility that the market value of an investment may move up or down and that its movement may occur quickly or unpredictably. Interest rate risk refers to the fact that the value of most DID YOU KNOW... A SUPRANATIONAL ORGANIZATION is formed by the governments of different countries to promote economic development. The World Bank, the European Investment Bank and the Asian Development Bank are supranational entities. Securities of SEMI-GOVERNMENTAL ENTITIES are issued by organizations owned by a national or state government or are debts of a political unit that are not backed by the national government's credit and taxing power. The Province of Ontario and the City of Stockholm are examples of semi-governmental entities. 1 RISK/RETURN SUMMARY bonds will fall when interest rates rise. The longer the maturity and the lower the credit quality of a bond, the more likely its value will decline. Since we invest in foreign securities, there are different risks than if we invested only in obligations of the U.S. government and U.S. corporations. The amount of income available for distribution may be affected by the Fund's foreign currency gains or losses and certain hedging activities of the Fund. Foreign markets, especially those in developing countries, are often more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to U.S. issuers. In addition, changes in currency exchange rates can reduce or increase market performance. The Fund is nondiversified, meaning we can invest more than 5% of our assets in the securities of any one issuer. Investing in a nondiversified mutual fund involves greater risk than investing in a diversified fund because a loss resulting from the decline in the value of one security may represent a greater portion of the total assets of a nondiversified fund. Some of our investment strategies -- such as using derivatives -- involve above-average risks. The 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 the Fund could lose value, and you could lose money. For more detailed information about the risks associated with the Fund, see "How the Fund Invests -- Investment Risks." An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 2 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 RISK/RETURN SUMMARY EVALUATING PERFORMANCE A number of factors -- including risk -- can affect how the Fund performs. The following bar chart shows the Fund's performance for each full calendar year of operation for the last 10 years. The bar chart and table below demonstrate the risk of investing in the Fund by showing how returns can change from year to year and by showing how the Fund's average annual total returns compare with a bond index and a group of similar mutual funds. Past performance does not mean that the Fund will achieve similar results in the future. ANNUAL RETURNS (CLASS A SHARES) [BAR CHART - PLOT POINTS] 1990 16.72% 1991 10.91% 1992 -0.68% 1993 18.12% 1994 -6.78% 1995 25.45% 1996 13.15% 1997 4.55% 1998 8.92% 1999 -3.95% BEST QUARTER: 11.06% (1st quarter of 1995) WORST QUARTER: 6.79% (3rd quarter of 1992) * These annual returns do not include sales charges. If the sales charges were included, the annual returns would be lower than those shown. Without the distribution and service (12b-1) fee waiver, the annual returns would have been lower, too. AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99) 1 YR 5 YRS 10 YRS SINCE INCEPTION Class A shares -7.79% 8.31% 7.75% 8.95% (since 7-7-86)4 Class B shares -9.35% N/A N/A 4.37% (since 1-15-96) Class C shares -6.31% N/A N/A 4.54% (since 1-15-96) Class Z shares -3.74% N/A N/A 3.75% (since 3-17-97) Morgan GBI(2) -5.08% 6.69% 7.81% N/A(2) Lipper Average(3) -2.43% 6.36% 6.60% N/A(3) (1) The Fund's returns are after deduction of sales charges and expenses. Without the distribution and service (12b-1) fee waiver, the annual returns would have been lower. (2) The J. P. Morgan Government Bond Index -- Global (Morgan GBI) is a market-weighted index of the total return of government bonds of the following nations: Australia, Belgium, Canada, Denmark, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden, the United Kingdom and the United States. The Morgan GBI is an unmanaged index and is traded, unhedged and measured in U.S. dollars. These returns do not include the effect of any sales charges or operating expenses of a mutual fund. The securities in the Morgan GBI may be very different than those in the Fund. These returns would be lower if they included the effect of sales charges and operating expenses. Morgan GBI returns since the inception of each class are 8.03% for Class A, 4.11% for Class B and Class C and 5.38% for Class Z shares. Source: Lipper Inc. (3) The Lipper Average is based on the average return of all mutual funds in the Lipper Global Funds category and does not include the effect of any sales charges. Again, these returns would be lower if they included the effect of sales charges. Lipper returns since the inception of each class are 179.94% for Class A, 15.26% for Class B and Class C and 8.83% for Class Z shares. Source: Lipper Inc. (4) Prior to 1-15-96, the Fund operated as a closed-end investment company. 3 RISK/RETURN SUMMARY FEES AND EXPENSES This table shows the sales charges, fees and expenses that you may pay if you buy and hold shares of each class of the Fund -- Class A, B, C and Z. Each share class has different sales charges -- known as loads -- and expenses, but represents an investment in the same fund. Class Z shares are available only to a limited group of investors. For more information about which share class may be right for you, see "How to Buy, Sell and Exchange Shares of the Fund." SHAREHOLDER FEES(1) (PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C CLASS Z Maximum sales charge (load) imposed on 4% None 1% None purchases (as a percentage of offering price) Maximum deferred sales charge (load) None 5%(2) 1%(3) None (as a percentage of the lower of original purchase price or sale proceeds) Maximum sales charge (load) imposed None None None None on reinvested dividends and other distributions Redemption fees None None None None Exchange fee None None None None ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS) CLASS A CLASS B CLASS C CLASS Z Management fees .75% .75% .75% .75% + Distribution and service (12b-1) fees .30%(4) 1.00%(4) 1.00%(4) None + Other expenses .75% .75% .75% .75% = Total annual Fund operating expenses 1.80% 2.50% 2.50% 1.50% - - Fee waiver .05%(4) .25%(4) .25%(4) None = NET ANNUAL FUND OPERATING EXPENSES 1.75% 2.25% 2.25% 1.50% (1) Your broker may charge you a separate or additional fee for purchases and sales of shares. (2) The Contingent Deferred Sales Charge (CDSC) for Class B shares decreases by 1% annually to 1% in the fifth and sixth years and 0% in the seventh year. Class B shares convert to Class A shares approximately seven years after purchase. (3) The CDSC for Class C shares is 1% for shares redeemed within 18 months of purchase. (4) For the fiscal year ending 12-31-00, the Distributor of the Fund has contractually agreed to reduce its distribution and service (12b-1) fees to .25 of 1% of the average daily net assets of the Class A shares and to .75 of 1% of the average daily net assets of both the Class B and Class C shares. 4 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 RISK/RETURN SUMMARY EXAMPLE This example will help you compare the fees and expenses of the Fund's different share classes and the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the 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 the Fund's operating expenses remain the same, except for the Distributor's reduction of distribution and service (12b-1) fees for Class A, Class B and Class C shares during the first year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 1 YR 3 YRS 5 YRS 10 YRS Class A shares $571 $ 939 $1,331 $2,427 Class B shares $728 $1,055 $1,408 $2,564 Class C shares $426 $ 847 $1,395 $2,889 Class Z shares $153 $ 474 $ 818 $1,791 You would pay the following expenses on the same investment if you did not sell your shares: 1 YR 3 YRS 5 YRS 10 YRS Class A shares $571 $939 $1,331 $2,427 Class B shares $228 $755 $1,308 $2,564 Class C shares $326 $847 $1,395 $2,889 Class Z shares $153 $474 $ 818 $1,791 5 HOW THE FUND INVESTS THE EURO On January 1, 1999, 11 of the 15 member states of the European Union introduced the "euro" as a common currency. During a three year transitional period, the euro will coexist with each member states's national currency. By July 1, 2002, the euro is anticipated to become the sole legal tender of the member states. During the transition period, the Fund will treat the euro as a separate currency from the national currency of any member state. INVESTMENT OBJECTIVE AND POLICIES The Fund's investment objective is to seek TOTAL RETURN, made up of CURRENT INCOME and CAPITAL APPRECIATION. This means we seek investments that will increase in value, as well as pay the Fund interest and other income. While we make every effort to achieve our objective, we can't guarantee success. In pursuing our objective, we normally invest at least 65% of the Fund's total assets in income-producing debt securities of the U.S. and foreign governments, supranational organizations, semi-governmental entities or government agencies, authorities or instrumentalities and short-term bank debt securities or bank deposits. We can invest in developed countries and developing or emerging market countries that we believe are stable. Securities of developing countries may be subject to more abrupt or erratic market movements than those of developed countries. We can invest in debt securities in U.S. dollars and debt securities in foreign countries based on U.S. dollars or foreign currencies. The investment adviser has a team of fixed-income professionals, including credit analysts and traders, with experience in many foreign fixed-income securities markets. In selecting portfolio securities, the investment adviser considers country and currency selection, economic conditions and interest rate fundamentals. The investment adviser also evaluates individual debt securities within each fixed-income sector based upon their relative investment merit and considers factors such as yield, duration and potential for price appreciation as well as credit quality, maturity and risk. Some government securities are backed by the full faith and credit of the issuing government which means that payment of principal and interest are guaranteed, but market value is not. Other government issuers may be able to borrow from a centralized treasury and some government issuers depend entirely on their own resources to repay their debt. 6 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW THE FUND INVESTS We generally may invest up to 40% of the Fund's total assets in particular currencies (even U.S. dollars) except for the euro. The Fund may invest up to 65% of its total assets in debt securities denominated in the euro. As a "global" fund, we usually invest in issuers from at least three different countries, including the United States. Most of the Fund's debt securities are "investment-grade." This means major rating services, like Standard & Poor's Ratings Group (S&P) or Moody's Investors Service, Inc. (Moody's), have rated the securities within one of their four highest quality grades. Debt obligations in the fourth highest grade are regarded as investment-grade, but have speculative characteristics and are riskier than higher-rated securities. A rating is an assessment of the likelihood of timely repayment of interest and principal and can be useful when comparing different debt obligations. These ratings are not a guarantee of quality. The opinions of the rating agencies do not reflect market risk and they may at times lag behind the current financial conditions of a company. We also may invest in obligations that are not rated, but that we believe are of comparable quality to the obligations described above. The Fund has a dollar-weighted average maturity of not more than 10 years. The maturity of a bond is simply the number of years until the principal is due and payable. Weighted average maturity is calculated by adding the maturities of all of the bonds in a portfolio and dividing by the number of bonds on a weighted basis. The Fund may also use a variety of "hedging" strategies intended to help protect the value of the Fund's securities rather than to make a profit. These may include derivative transactions and cross-currency hedges. For more information, see "Investment Risks" below and the Statement of Additional Information, "Description of the Fund, Its Investments and Risks." The Statement of Additional Information -- which we refer to as the SAI -- contains additional information about the Fund. To obtain a copy, see the back cover page of this prospectus. The Fund's investment objective is a fundamental policy that cannot be changed without shareholder approval. The Board can change investment policies that are not fundamental. 7 HOW THE FUND INVESTS OTHER INVESTMENTS AND STRATEGIES In addition to the principal strategies, we also may use the following investment strategies to try to increase the Fund's returns or protect its assets if market conditions warrant. OTHER DEBT SECURITIES We can invest up to 35% of total assets in corporate debt instruments, other nongovernment debt securities including convertible securities and intermediate and long-term bank debt securities in the United States or foreign countries. Up to 15% of the Fund's total assets may be invested in lower-rated securities, which are riskier than investment-grade debt obligations and considered "speculative" with respect to their capacity to pay principal and interest. The Fund's investments in these high-yield or "junk" bonds will have a minimum rating of B by Moody's or S&P or another major rating service at the time they are purchased. The Fund may continue to hold such a security if it is subsequently downgraded below B or is no longer rated by a major rating service. TEMPORARY DEFENSIVE INVESTMENTS In response to adverse market, economic or political conditions, we may temporarily invest up to 100% of the Fund's assets in U.S. Treasury or other U.S. dollar-denominated securities or high-quality money market instruments, including commercial paper of domestic and foreign corporations, foreign government securities, certificates of deposit, bankers' acceptances and time deposits of domestic and foreign banks and short-term obligations issued or guaranteed by the U.S. government and its agencies denominated in either U.S. dollars or foreign currencies. Investing heavily in these securities limits our ability to achieve our investment objective, but can help to preserve the Fund's assets when the bond markets are volatile. ZERO COUPON SECURITIES We can invest in ZERO COUPON SECURITIES. These are bonds that are sold for a price that is less than their stated value. Interest payments on a zero coupon bond are not made during the life of the bond, but at the bond's maturity, the holder gets the bond's stated value. The difference between the price paid for the bond and the amount paid to the holder at the bond's maturity is the 8 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW THE FUND INVESTS holder's return. This type of security may experience greater fluctuation in value and less liquidity than similarly rated bonds that pay interest at regular intervals. STRIPPED SECURITIES The Fund can invest up to 10% of its total assets in "stripped securities" of U.S. and foreign government debt securities. Stripped securities are those with the principal and interest sold separately. This 10% limit is combined with investments in similar U.S. and foreign government securities. ADJUSTABLE/FLOATING RATE SECURITIES The Fund can invest in adjustable or floating rate securities whose interest rate is calculated by reference to a specific index and is reset periodically. The value of adjustable or floating rate securities does not respond as quickly to changing interest rates as do fixed rate securities. REPURCHASE AGREEMENTS The Fund also may 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. DERIVATIVE STRATEGIES We may use various derivative strategies to try to improve the 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 the Fund will not lose money. Derivatives -- such as futures, options, foreign currency forward contracts and options on futures -- involve costs and can be volatile. With derivatives, the investment adviser tries to predict whether the underlying investment -- a security, market index, currency, interest rate or some other benchmark -- will go up or down at some future date. We may use derivatives to try to reduce risk or to increase return consistent with the 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 9 HOW THE FUND INVESTS particular instrument. Any derivatives we use may not match the Fund's underlying holdings. Because we are a global fund and invest in securities denominated in different foreign currencies, we may use "currency hedges." Currency hedges can help protect the Fund's net asset value from declining if a particular foreign currency were to decrease in value compared to the U.S. dollar. The Fund may invest without limit in commercial paper and other instruments that are "indexed" to certain specific foreign currency exchange rates. This means that the instrument's principal amount is adjusted upward or downward (but not below zero) to reflect changes in the exchange rate between two currencies from the time the instrument is outstanding until it matures. When the Fund purchases one of these instruments, it pays with the currency in which the instrument is denominated and, at maturity, it receives interest and principal payments in the same currency. These instruments offer the potential for realizing gains as a result of changes in foreign currency exchange rates that can be used to hedge (or cross-hedge) against a decline in the U.S. dollar value of the investments while providing an attractive money market rate of return. OPTIONS. The Fund may purchase and sell put and call options on securities and currencies traded on U.S. or foreign securities exchanges or in the over-the-counter market. An OPTION is the right to buy or sell securities in exchange for a premium. The options may be on debt securities, aggregates of debt securities, financial indexes, U.S. government securities, foreign government securities and foreign currencies. The Fund will sell only covered options. FUTURES CONTRACTS AND RELATED OPTIONS FOREIGN CURRENCY FORWARD CONTRACTS. The Fund may purchase and sell financial futures contracts and related options on debt securities, aggregates of debt securities, financial indexes, U.S. government securities, corporate debt securities, foreign government securities and foreign currencies. 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. The Fund also may enter into foreign currency forward contracts to protect the value of its assets against future changes in the level of foreign currency exchange rates. A FOREIGN CURRENCY FORWARD CONTRACT is an obligation to buy or sell a given currency on a future date and at a set price. 10 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW THE FUND INVESTS For more information about these strategies, see the SAI, "Description of the Fund, Its Investments and Risks -- Risk Management and Return Enhancement Strategies." ADDITIONAL STRATEGIES The Fund also follows certain policies when it BORROWS MONEY (the Fund can borrow up to 20% of the value of its total assets) and HOLDS ILLIQUID SECURITIES (the Fund may hold up to 15% of its net assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than seven days). The Fund is "NONDIVERSIFIED," meaning it can invest more than 5% of its assets in the securities of any one issuer. The Fund is subject to certain other investment restrictions that are fundamental policies, which means they cannot be changed without shareholder approval. For more information about these restrictions, see the SAI. 11 HOW THE FUND INVESTS INVESTMENT RISKS As noted, all investments involve risk, and investing in the Fund is no exception. Since the Fund's holdings can vary significantly from broad market indexes, performance of the Fund can deviate from performance of the indexes. This chart outlines the key risks and potential rewards of the Fund's principal investments and certain other non-principal investments the Fund may make. See, too, "Description of the Fund, Its Investments and Risks" in the SAI. INVESTMENT TYPE % OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS - ------------------------------------------------------------------------------------------------------------------------------------ INCOME-PRODUCING DEBT - The Fund's share price, yield and total - Bonds have generally outperformed money SECURITIES return will fluctuate in response to market instruments over the long term, bond market movements with less risk than stock At least 65% - Credit risk--the risk that the default - Most bonds will rise in value of an issuer would leave the Fund when interest rates fall with unpaid interest or principal. The lower a bond's quality, the higher - Regular interest income its potential volatility - Investment-grade bonds have a lower - Market risk--the risk that the market risk of default than junk bonds value of an investment may move up or down, sometimes rapidly or - Bonds with longer maturity dates unpredictably. Market risk may affect typically have higher yields an industry, a sector or the market as a whole - High-quality debt obligations are generally more secure than stocks since - Interest rate risk--the value of most companies must pay their debts before bonds will fall when interest rates they pay dividends rise; the longer a bond's maturity and the lower its credit quality, the more - Principal and interest on government its value typically falls. It can lead securities may be guaranteed by the to price volatility, particularly for issuing government junk bonds and stripped securities - Junk bonds offer higher yields and - As a nondiversified fund, we will higher potential gains have greater exposure to loss from a single issuer - Intermediate-term securities may be less susceptible to loss of principal than longer-term securities. 12 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW THE FUND INVESTS INVESTMENT TYPE (CONT'D) % OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS - ------------------------------------------------------------------------------------------------------------------------------------ INCOME-PRODUCING DEBT - Not all government securities are SECURITIES (CONT'D) insured or guaranteed by the government, but only by the issuing agency - Junk bonds have a higher risk of default, tend to be less liquid and may be more difficult to value - ------------------------------------------------------------------------------------------------------------------------------------ FOREIGN SECURITIES - Foreign markets, economies and - Investors can participate in the growth political systems may not be as stable of foreign markets and companies Percentage varies as in the U.S., particularly those in operating in those markets developing countries - Currency risk--changing values of - Changing value of foreign currencies foreign currencies can cause losses - Debt securities issued by supranational - Opportunities for diversification organizations or semi-governmental issuers may be backed by limited assets in the event of default - May be less liquid than U.S. stocks and bonds - Differences in foreign laws, accounting standards, public information, custody and settlement practices provide less reliable information on foreign investments and involve more risks 13 HOW THE FUND INVESTS INVESTMENT TYPE % OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS - ------------------------------------------------------------------------------------------------------------------------------------ DERIVATIVES - Derivatives such as futures, options - The Fund could make money and protect and foreign currency forward contracts against losses if the investment Percentage varies that are used for hedging purposes may analysis proves correct not fully offset the underlying positions and this could result in - Derivatives that involve leverage could losses to the Fund that would not generate substantial gains at low cost have otherwise occurred - One way to manage the Fund's - Derivatives used for risk management risk/return balance is by locking in may not have the intended effects and the value of an investment ahead of may result in losses or missed time opportunities - May be used to hedge against changes in - The other party to a derivatives currency exchange rates contract could default - Derivatives that involve leverage could magnify losses - Certain types of derivatives involve costs to the Fund that can reduce returns - ------------------------------------------------------------------------------------------------------------------------------------ ILLIQUID SECURITIES - May be difficult to value precisely - May offer a more attractive yield or potential for growth than more widely Up to 15% of net assets traded securities - May be difficult to sell at the time or price desired - ------------------------------------------------------------------------------------------------------------------------------------ MONEY MARKET - Limit potential for - May preserve the Fund's assets INSTRUMENTS capital appreciation Up to 100% on a temporary - See credit risk and market risk basis - ------------------------------------------------------------------------------------------------------------------------------------ 14 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW THE FUND INVESTS INVESTMENT TYPE (CONT'D) % OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS - ------------------------------------------------------------------------------------------------------------------------------------ BORROWING - Leverage borrowing for - Leverage may magnify Up to 20% investment may magnify losses investment gains - Interest costs and borrowing fees may exceed potential investment gains - ------------------------------------------------------------------------------------------------------------------------------------ ZERO COUPON BONDS - Generates "phantom - May lock in a higher Up to 10% of net assets income" for the Fund rate of return than is for tax purposes available in the market- although no income place at time of maturity is paid - Typically subject to greater volatility and less liquidity in adverse markets than other income-producing securities - ------------------------------------------------------------------------------------------------------------------------------------ ADJUSTABLE/FLOATING - Value lags value of fixed - Can take advantage of RATE SECURITIES rate securities when rising interest rates Percentage varies interest rates change - ------------------------------------------------------------------------------------------------------------------------------------ STRIPPED SECURITIES - More volatile than securities - Value rises faster when Up to 10% that have not separated interest rates fall principal and interest - ------------------------------------------------------------------------------------------------------------------------------------ 15 HOW THE FUND IS MANAGED BOARD OF DIRECTORS The Fund's Board of Directors oversees the actions of the Manager, Investment Adviser and Distributor and decides on general policies. The Board also oversees the Fund's officers, who conduct and supervise the daily business operations of the Fund. MANAGER PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM) GATEWAY CENTER THREE, 100 MULBERRY STREET NEWARK, NJ 07102-4077 Under a management agreement with the Fund, PIFM manages the Fund's investment operations and administers its business affairs. PIFM also is responsible for supervising the Fund's investment adviser. For the fiscal year ended December 31, 1999, the Fund paid PIFM management fees of .75% of the Fund's average net assets. PIFM and its predecessors have served as manager or administrator to investment companies since 1987. As of January 31, 2000, PIFM served as the manager to all 43 of the Prudential mutual funds, and as manager or administrator to 22 closed-end investment companies, with aggregate assets of approximately $74.9 billion. INVESTMENT ADVISER The Prudential Investment Corporation, called Prudential Investments, is the Fund's investment adviser and has served as an investment adviser to investment companies since 1984. Its address is Prudential Plaza, 751 Broad Street, Newark, NJ 07102. PIFM has responsibility for all investment advisory services, supervises Prudential Investments and pays Prudential Investments for its services. Prudential Investments has entered into a service agreement with PRICOA Asset Management Ltd. (PRICOA), a subsidiary of The Prudential Insurance Company of America, for the provision of investment advisory services to the Fund and pays PRICOA for its services. PRICOA, an indirect wholly-owned 16 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW THE FUND IS MANAGED subsidiary of Prudential, is located at Cutlers Court, 115 Houndsditch,London EC3A 7BR England. It was incorporated under U.K. law in January 1997 and as of December 31, 1999 had approximately $2.0 billion under management. PORTFOLIO MANAGERS Prudential Investments' Fixed Income Group manages more than $116 billion for Prudential's retail investors, institutional investors and policyholders. Senior Managing Directors James J. Sullivan and Jack W. Gaston head the Group, which is organized into teams specializing in different market sectors. Top-down, broad investment decisions are made by the Fixed Income Policy Committee, whereas bottom-up security selection is made by the sector teams. Mr. Sullivan has overall responsibility for overseeing portfolio management and credit research. Prior to joining Prudential Investments in 1998, he was a managing director in Prudential's Capital Management Group, where he oversaw portfolio management and credit research for Prudential's General Account and subsidiary fixed-income portfolios. He has more than 16 years of experience in risk management, arbitrage trading and corporate bond investing. Mr. Gaston has overall responsibility for overseeing quantitative research and risk management. Prior to this appointment in 1999, he was senior managing director of the Capital Management Group where he was responsible for the investment performance and risk management for Prudential's General Account and subsidiary fixed-income portfolios. He has more than 20 years of experience in investment management, including extensive experience applying quantitative techniques to portfolio management. The Fixed Income Investment Policy Committee is comprised of key senior investment managers. Members include seven sector team leaders, the chief investment strategist and the head of risk management. The Committee uses a top-down approach to investment strategy, asset allocation and general risk management, identifying sectors in which to invest. The Global Bond Team, headed by GABRIEL IRWIN, is primarily responsible for overseeing the day-to-day management of the Fund. This Team uses an approach which is top-down in respect of country and currency selection but which also focuses on individual securities, while staying within the guidelines of the Investment Policy Committee and the Fund's investment restrictions and policies. In addition, the Credit Research team of analysts supports the sector 17 HOW THE FUND IS MANAGED teams, using bottom-up fundamentals as well as economic and industry trends. Other sector teams may contribute to securities selection when appropriate. GLOBAL BOND TEAM ASSETS UNDER MANAGEMENT: $2.0 billion as of December 31, 1999. TEAM LEADER: Gabriel Irwin. GENERAL INVESTMENT EXPERIENCE: 18 years. PORTFOLIO MANAGERS: 5. AVERAGE GENERAL INVESTMENT EXPERIENCE: 11 years, which includes team members with significant mutual fund experience. SECTOR: Corporate and government securities of foreign issuers. INVESTMENT STRATEGY: Focus is on a top-down, geographic-allocation process. They seek to add value by exploiting yield variances between different countries and credit qualities. DISTRIBUTOR Prudential Investment Management Services LLC (PIMS) distributes the Fund's shares under a Distribution Agreement with the Fund. The Fund has Distribution and Service Plans under Rule 12b-1 of the Investment Company Act. Under the Plans and the Distribution Agreement, PIMS pays the expenses of distributing the Fund's Class A, B, C and Z shares and provides certain shareholder support services. The Fund pays distribution and other fees to PIMS as compensation for its services for each class of shares other than Class Z. These fees--known as 12b-1 fees--are shown in the "Fees and Expenses" tables. 18 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 FUND DISTRIBUTIONS AND TAX ISSUES Investors who buy shares of the Fund should be aware of some important tax issues. For example, the 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 the Fund also may be subject to state and local income tax in the state where you live. Also, if you sell shares of the 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 The Fund distributes DIVIDENDS of any net investment income to shareholders typically every quarter. For example, if the Fund owns Utopia government bonds and the bonds pay income, the Fund will pay out a portion of this income to its shareholders, assuming the Fund's income is more than its costs and expenses. The dividends you receive from the Fund will be taxed as ordinary income, whether or not they are reinvested in the Fund. The amount of income available for distribution to shareholders will be affected by any foreign currency gains or losses generated by the Fund and cannot be predicted. This fact, coupled with the different tax and accounting treatment of certain currency gains and losses, increases the possibility that distributions, in whole or in part, may be a return of capital to shareholders. The Fund also distributes realized net CAPITAL GAINS to shareholders--typically once a year. Capital gains are generated when the Fund sells its assets for a profit. For example, if the Fund bought Utopia government bonds for a total of $1,000 and more than one year later sold the bonds 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 differently depending on how long the 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 19 FUND DISTRIBUTIONS AND TAX ISSUES 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, Fund 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. 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 the 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 the Fund with your taxpayer 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 non-resident 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. 20 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 FUND DISTRIBUTIONS AND TAX ISSUES IF YOU PURCHASE JUST BEFORE RECORD DATE If you buy shares of the 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 the 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 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. IF YOU SELL OR EXCHANGE YOUR SHARES If you sell any shares of the 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 the Fund for a loss, you may have a capital loss, which you may use to offset certain capital gains you have. [RECEIPT FROM SALE GRAPHIC] 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). If you acquire shares of the Fund and sell your 21 FUND DISTRIBUTIONS AND TAX ISSUES shares within 90 days, you may not be allowed to include certain charges incurred in acquiring the shares for purposes of calculating gain or loss realized upon the sale of the shares. Exchanging your shares of the 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. AUTOMATIC CONVERSION OF CLASS B SHARES We have obtained a legal opinion that the conversion of Class B shares into Class A shares--which happens automatically approximately seven years after purchase--is not a "taxable event" because it does not involve an actual sale of your Class B shares. This opinion, however, is not binding on the Internal Revenue Service. For more information about the automatic conversion of Class B shares, see "Class B Shares Convert to Class A Shares After Approximately Seven Years" in the next section. 22 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 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 the Fund, see the back cover page of this prospectus. We have the right to reject any purchase order (including an exchange into the Fund) or suspend or modify the Fund's sale of its shares. STEP 2: CHOOSE A SHARE CLASS Individual investors can choose among Class A, Class B, Class C, and Class Z shares of the Fund, although Class Z shares are available only to a limited group of investors. Multiple share classes let you choose a cost structure that better meets your needs. With Class A shares, you pay the sales charge at the time of purchase, but the operating expenses each year are lower than the expenses of Class B and Class C shares. With Class B shares, you only pay a sales charge if you sell your shares within six years (that is why it is called a Contingent Deferred Sales Charge, or CDSC), but the operating expenses each year are higher than Class A share expenses. With Class C shares, you pay a 1% front-end sales charge and a 1% CDSC if you sell within 18 months of purchase, but the operating expenses are also higher than the expenses for Class A shares. When choosing a share class, you should consider the following: - The amount of your investment - The length of time you expect to hold the shares and the impact of the varying distribution fees 23 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND - The different sales charges that apply to each share class--Class A's front-end sales charge vs. Class B's CDSC vs. Class C's low front-end sales charge and low CDSC - Whether you qualify for any reduction or waiver of sales charges - The fact that Class B shares automatically convert to Class A shares approximately seven years after purchase - Whether you qualify to purchase Class Z shares. See "How to Sell Your Shares" for a description of the impact of CDSCs. SHARE CLASS COMPARISON. Use this chart to help you compare the Fund's different share classes. The discussion following this chart will tell you whether you are entitled to a reduction or waiver of any sales charges. - --------------------------------------------------------------------------------------------- CLASS A CLASS B CLASS C CLASS Z Minimum purchase $1,000 $1,000 $2,500 None amount(1) Minimum amount for $100 $100 $100 None subsequent purchases(1) Maximum initial 4% of the public None 1% of the public None sales charge offering price offering price Contingent Deferred None If sold during: 1% on sales None Sales Charge (CDSC)(2) Year 1, 5% made within Year 2, 4% 18 months Year 3, 3% of purchase(2) Year 4, 2% Years 5/6, 1% Year 7, 0% Annual distribution .30 of 1% 1% (.75 of 1% 1% (.75 of 1% None and service (12b-1) (.25 of 1% currently) currently) fees shown as a currently) percentage of average net assets(3) - --------------------------------------------------------------------------------------------- 1 The minimum investment requirements do not apply to certain retirement and employee savings plans and custodial accounts for minors. The minimum initial and subsequent investment for purchases made through the Automatic Investment Plan is $50. For more information, see "Additional Shareholder Services--Automatic Investment Plan." 2 For more information about the CDSC and how it is calculated, see "How to Sell Your Shares--Contingent Deferred Sales Charge (CDSC)." Class C shares bought before November 2, 1998 have a 1% CDSC if sold within one year. 3 These distribution fees are paid from the Fund's assets on a continuous basis. Over time, the fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The service fee for Class A, B and C shares is .25 of 1%. The distribution fee for Class A shares is limited to .30 of 1% (including the .25 of 1% service fee) and is .75 of 1% for Class B and Class C shares. For the fiscal year ending 12-31-00, the Distributor of the Fund has contractually agreed to reduce its distribution and service (12b-1) fees for Class A shares to .25 of 1% and for Class B and Class C shares to .75 of 1% of the average daily net assets of each such class. 24 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND REDUCING OR WAIVING CLASS A'S INITIAL SALES CHARGE The following describes the different ways investors can reduce or avoid paying Class A's initial sales charge. INCREASE THE AMOUNT OF YOUR INVESTMENT. You can reduce Class A's sales charge by increasing the amount of your investment. This table shows how the sales charge decreases as the amount of your investment increases. - -------------------------------------------------------------------------------- SALES CHARGE AS % SALES CHARGE AS % DEALER AMOUNT OF PURCHASE OF OFFERING PRICE OF AMOUNT INVESTED REALLOWANCE Less than $50,000 4.00% 4.17% 3.75% $50,000 to $99,999 3.50% 3.63% 3.25% $100,000 to $249,999 2.75% 2.83% 2.50% $250,000 to $499,999 2.00% 2.04% 1.90% $500,000 to $999,999 1.50% 1.52% 1.40% $1,000,000 and above* None None None - -------------------------------------------------------------------------------- * If you invest $1 million or more, you can buy only Class A shares, unless you qualify to buy Class Z shares. To satisfy the purchase amounts above, you can: - Invest with an eligible group of related investors - Buy the Class A shares of two or more Prudential mutual funds at the same time - Use your RIGHTS OF ACCUMULATION, which allow you to combine the current value of Prudential mutual fund shares you already own with the value of the shares you are purchasing for purposes of determining the applicable sales charge (note: you must notify the Transfer Agent if you qualify for Rights of Accumulation) - Sign a LETTER OF INTENT, stating in writing that you or a group of related investors will purchase a certain amount of shares in the Fund and other Prudential mutual funds within 13 months. The Distributor may reallow Class A's sales charge to dealers. BENEFIT PLANS. Certain group retirement and savings plans may purchase Class A shares without the initial sales charge 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. 25 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND MUTUAL FUND PROGRAMS. The initial sales charge will be waived for investors in certain programs sponsored by broker-dealers, investment advisers and financial planners who have agreements with Prudential Investments Advisory Group relating to: - Mutual fund "wrap" or asset allocation programs where the sponsor places Fund trades and charges its clients a management, consulting or other fee for its services - 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. Other investors pay no sales charge, including certain officers, employees or agents of Prudential and its affiliates, the Prudential mutual funds, the subadvisers of the Prudential mutual funds and registered representatives and employees of brokers that have entered into a dealer agreement with the Distributor. To qualify for a reduction or waiver of the sales charge, you must notify the Transfer Agent or your broker at the time of purchase. For more information, see the SAI, "Purchase, Redemption and Pricing of Fund Shares--Reduction and Waiver of Initial Sales Charge--Class A Shares." WAIVING CLASS C'S INITIAL SALES CHARGE 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. The initial sales charge will be waived for purchases of Class C shares if the purchase is made with money from the redemption of shares of any unaffiliated 26 Prudential Global Total Return Fund, Inc. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND investment company, as long as the shares were not held in an account at Prudential Securities Incorporated (Prudential Securities) or one of its affiliates. These purchases must be made within 60 days of the redemption. To qualify for this waiver, you must do one of the following: - Purchase your shares through an account at Prudential Securities - Purchase your shares through an ADVANTAGE Account or an Investor Account with Pruco Securities Corporation - Purchase your shares through another broker. This waiver is not available to investors who purchase shares directly from the Transfer Agent. If you are entitled to the waiver, you must notify either the Transfer Agent or your broker. The Transfer Agent may require any supporting documents it considers appropriate. 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 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: - 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 - 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. 27 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 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 can be purchased by any of the following: - 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 - Current and former Directors/Trustees of the Prudential mutual funds (including the Fund) - 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 commission of up to 4% of the purchase price for Class B shares, up to 2% of the purchase price for Class C shares and a finder's fee for Class A or Class Z shares from their own resources based on a percentage of the net asset value of shares sold or otherwise. CLASS B SHARES CONVERT TO CLASS A SHARES AFTER APPROXIMATELY SEVEN YEARS If you buy Class B shares and hold them for approximately seven years, we will automatically convert them into Class A shares without charge. At that time, we will also convert any Class B shares that you received with reinvested dividends and other distributions. Since the 12b-1 fees for Class A shares are lower than for Class B shares, converting to Class A shares lowers your Fund expenses. When we do the conversion, you will get fewer Class A shares than the number of converted Class B shares if the price of the Class A shares is higher than the price of Class B shares. The total dollar value will be the same, so you will not have lost any money by getting fewer Class A shares. We do the conversions quarterly, not on the anniversary date of your purchase. For more information, see the SAI, "Purchase, Redemption and Pricing of Fund Shares--Conversion Feature--Class B Shares." 28 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY The price you pay for each share of the 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 Fund's Board. Most national newspapers report the NAVs of most mutual funds, which allows investors to check the price of mutual funds daily. - -------------------------------------------------------------------------------- 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 Utopia government bonds in its portfolio and the price of Utopia government bonds 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. - -------------------------------------------------------------------------------- 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 we invest in foreign securities, the 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 the Fund's portfolio do not materially affect the NAV. WHAT PRICE WILL YOU PAY FOR SHARES OF THE FUND? For Class A and Class C shares, you'll pay the public offering price, which is the NAV next determined after we receive your order to purchase, plus an initial sales charge (unless you're entitled to a waiver). For Class B and Class Z shares, you will pay the NAV next determined after we receive your order to purchase (remember, there are no up-front sales charges for these share classes). Your broker may charge a separate or additional fee for purchases of shares. 29 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 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, the Fund pays out--or distributes--its net investment income and capital gains to all shareholders. For your convenience, we will automatically reinvest your distributions in the Fund at NAV without any sales charge. 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 the 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. 30 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 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. Remember, the sale of Class B and Class C shares may be subject to a CDSC. REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along with an updated prospectus) and a semi-annual report, which contain important financial information about the 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 the Fund for cash (in the form of a check) at any time, subject to certain restrictions. When you sell shares of the 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 31 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 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 the 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 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." CONTINGENT DEFERRED SALES CHARGE (CDSC) If you sell Class B shares within six years of purchase or Class C shares within 18 months of purchase (one year for Class C shares purchased before November 2, 1998), you will have to pay a CDSC. To keep the CDSC as low as possible, we will sell amounts representing shares in the following order: - Amounts representing shares you purchased with reinvested dividends and distributions - Amounts representing the increase in NAV above the total amount of payments for shares made during the past six years for Class B shares and 18 months for Class C shares (one year for Class C shares purchased before November 2, 1998) 32 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND - Amounts representing the cost of shares held beyond the CDSC period (six years for Class B shares and 18 months for Class C shares). Since shares that fall into any of the categories listed above are not subject to the CDSC, selling them first helps you to avoid--or at least minimize--the CDSC. Having sold the exempt shares first, if there are any remaining shares that are subject to the CDSC, we will apply the CDSC to amounts representing the cost of shares held for the longest period of time within the applicable CDSC period. As we noted before in the "Share Class Comparison" chart, the CDSC for Class B shares is 5% in the first year, 4% in the second, 3% in the third, 2% in the fourth and 1% in the fifth and sixth years. The rate decreases on the first day of the month following the anniversary date of your purchase, not on the anniversary date itself. The CDSC is 1% for Class C shares--which is applied to shares sold within 18 months of purchase (one year for Class C shares purchased before November 2, 1998). For both Class B and Class C shares, the CDSC is calculated based on the lesser of the original purchase price or the redemption proceeds. For purposes of determining how long you've held your shares, all purchases during the month are grouped together and considered to have been made on the last day of the month. The holding period for purposes of determining the applicable CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund. WAIVER OF THE CDSC--CLASS B SHARES The CDSC will be waived if the Class B shares are sold: - After a shareholder is deceased or disabled (or, in the case of a trust account, the death or disability of the grantor). This waiver applies to individual shareholders, as well as shares owned in joint tenancy, provided the shares were purchased before the death or disability - To provide for certain distributions--made without IRS penalty--from a tax-deferred retirement plan, IRA or Section 403(b) custodial account - On certain sales from a Systematic Withdrawal Plan. 33 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND For more information on the above and other waivers, see the SAI, "Purchase, Redemption and Pricing of Fund Shares--Waiver of Contingent Deferred Sales Charge--Class B Shares." WAIVER OF THE CDSC--CLASS C SHARES BENEFIT PLANS. The CDSC will be waived for purchases 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. REDEMPTION IN KIND If the sales of Fund 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. SMALL ACCOUNTS If you make a sale that reduces your account value to less than $500, we may sell the rest of your shares (without charging any CDSC) and close your account. We would do this to minimize the Fund's expenses paid by other shareholders. We will give you 60 days' notice, during which time you can purchase additional shares to avoid this action. This involuntary sale does not apply to shareholders who own their shares as part of a 401(k) plan, an IRA or some other qualified tax-deferred plan or account. 34 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 90-DAY REPURCHASE PRIVILEGE After you redeem your shares, you have a 90-day period during which you may reinvest any of the redemption proceeds in shares of the same Fund without paying an initial sales charge. Also, if you paid a CDSC when you redeemed your shares, we will credit your new account with the appropriate number of shares to reflect the amount of the CDSC you paid. In order to take advantage of this one-time privilege, you must notify the Transfer Agent or your broker at the time of the repurchase. See the SAI, "Purchase, Redemption and Pricing of Fund Shares--Sale of Shares." RETIREMENT PLANS To sell shares and receive a distribution from a 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 the Fund for shares of the same class in certain other Prudential mutual funds--including certain money market funds--if you satisfy the minimum investment requirements. For example, you can exchange Class A shares of the Fund for Class A shares of another Prudential mutual fund, but you can't exchange Class A shares for Class B, Class C or Class Z shares. Class B and Class C shares may not be exchanged into money market funds other than Prudential Special Money Market Fund, Inc. After an exchange, at redemption the CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund. We may change the terms of the exchange privilege after giving you 60 days' notice. 35 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND 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 There is no sales charge for such exchanges. However, if you exchange--and then sell--Class B shares within approximately six years of your original purchase or Class C shares within 18 months of your original purchase, you must still pay the applicable CDSC. If you have exchanged Class B or Class C shares into a money market fund, the time you hold the shares in the money market account will not be counted in calculating the required holding periods for CDSC liability. 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." If you own Class B or Class C shares and qualify to purchase Class A shares without paying an initial sales charge, we will automatically exchange your Class B or Class C shares which are not subject to a CDSC for Class A shares. We make such exchanges on a quarterly basis if you qualify for this exchange privilege. We have obtained a legal opinion that this exchange is not a "taxable event" for federal income tax purposes. This opinion is not binding on the IRS. 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 the Fund's investments. When market timing occurs, the 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 invest- 36 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE FUND ment strategies because we cannot predict how much cash the Fund will have to invest. When, in our opinion, such activity would have a disruptive effect on portfolio management, the 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 on dollar amount, volume and frequency of trading. The Fund may notify a market timer of rejection of an exchange or purchase order after the day the order is placed. If the 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. TELEPHONE REDEMPTIONS OR EXCHANGES You may redeem or exchange your shares in any amount by calling the Fund at (800) 225-1852 before 4:15 p.m. New York time. You will receive a redemption amount based on that day's NAV. The Fund's Transfer Agent will record your telephone instructions and request specific account information before redeeming or exchanging shares. The Fund will not be liable if it follows instructions that it reasonably believes are made by the shareholder. If the Fund does not follow reasonable procedures, it may be liable for losses due to unauthorized or fraudulent telephone instructions. In the event of drastic economic or market changes, you may have difficulty in redeeming or exchanging your shares by telephone. If this occurs, you should consider redeeming or exchanging your shares by mail. The telephone redemption or exchange privilege may be modified or terminated at any time. If this occurs, you will receive a written notice from the Fund. 37 FINANCIAL HIGHLIGHTS The financial highlights will help you evaluate the Fund's financial performance. The TOTAL RETURN in each chart represents the rate that a shareholder earned on an investment in that share class of the Fund, assuming reinvestment of all dividends and other distributions. The information is for each share class 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 for each share class is contained in the annual report, which you can receive at no charge. CLASS A SHARES The financial highlights for three years ended December 31, 1999 were audited by PricewaterhouseCoopers LLP, independent accountants, and the financial highlights for the two years ended December 31, 1996 were audited by other independent auditors, whose reports were unqualified. CLASS A SHARES(FISCAL YEARS ENDED 12-31) PER SHARE OPERATING PERFORMANCE 1999(2) 1998(2) 1997(2) 1996(1) 1995(1) NET ASSET VALUE, BEGINNING OF YEAR $ 8.03 $ 7.88 $ 8.38 $ 8.44 $ 7.46 INCOME FROM INVESTMENT OPERATIONS: Net investment income .44 .52 .55 .62 .54 Net realized and unrealized gain (loss) on investments and foreign currencies (.75) .16 (.18) .32 1.25 TOTAL FROM INVESTMENT OPERATIONS (.31) .68 .37 .94 1.79 - ---------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.33) (.35) (.68) (.62) (.54) Distributions in excess of net investment income -- (.02) (.19) (.50) (.27) Distributions from net realized capital gains -- (.16) -- -- -- Tax return of capital distributions (.13) -- -- -- -- TOTAL DISTRIBUTIONS (.46) (.53) (.87) (1.12) (.81) Redemption fee retained by Fund -- -- -- .12 -- NET ASSET VALUE, END OF YEAR $ 7.26 $ 8.03 $ 7.88 $ 8.38 $ 8.44 TOTAL RETURN(3) (3.95)% 8.92% 4.55% 13.15% 25.45% - ---------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------- NET ASSETS, END OF YEAR (000) $257,548 $158,932 $183,054 $229,770 $559,071 Average net assets (000) $166,940 $171,427 $204,795 $299,026 $549,407 RATIOS TO AVERAGE NET ASSETS: Expenses, including distribution fees(4) 1.75% 1.33% 1.39% 1.33% 1.02% Expenses, excluding distribution fees 1.50% 1.18% 1.24% 1.18% 1.02% Net investment income 6.00% 6.42% 6.73% 7.01% 6.50% Portfolio turnover 132% 46% 43% 32% 256% 1 Before 1-15-96, the Fund was a closed-end investment company. 2 Calculated based upon weighted average shares outstanding during the year. 3 Total return assumes reinvestment of dividends and any other distributions, but does not include the effect of sales charges. It is calculated assuming shares are purchased on the first day and sold on the last day of each period reported. 4 The Distributor of the Fund agreed to limit its distribution fees to .25 of 1% of the average daily net assets of the Class A shares for 1999 and to .15 of 1% of the average daily net assets for prior years. 38 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 FINANCIAL HIGHLIGHTS CLASS B SHARES The financial highlights for the three years ended December 31, 1999 were audited by PricewaterhouseCoopers LLP, independent accountants, and the financial highlights for the period ended December 31, 1996 were audited by other independent auditors, whose reports were unqualified. CLASS B SHARES(FISCAL PERIODS ENDED 12-31) PER SHARE OPERATING PERFORMANCE 1999(2) 1998(2) 1997(2) 1996(1) - ------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 8.03 $ 7.89 $ 8.39 $ 8.51 INCOME FROM INVESTMENT OPERATIONS: Net investment income .40 .46 .49 .57 Net realized and unrealized gain (loss) on investments and foreign currencies (.76) .16 (.16) .26 TOTAL FROM INVESTMENT OPERATIONS (.36) .62 .33 .83 ------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.28) (.30) (.64) (.57) Distributions in excess of net investment income -- (.02) (.19) (.50) Distributions from net realized capital gains -- (.16) -- -- Tax return of capital distributions (.13) -- -- -- TOTAL DISTRIBUTIONS (.41) (.48) (.83) (1.07) Redemption fee retained by Fund -- -- -- .12 NET ASSET VALUE, END OF PERIOD $ 7.26 $ 8.03 $ 7.89 $ 8.39 TOTAL RETURN(3) (4.35)% 8.13% 3.98% 11.99% - ------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 - ------------------------------------------------------------------------------------------------- NET ASSETS, END OF PERIOD (000) $7,810 $3,625 $2,300 $ 175 Average net assets (000) $4,642 $3,048 $1,246 $ 52 RATIOS TO AVERAGE NET ASSETS: Expenses, including distribution fees(5) 2.25% 1.93% 1.99% 1.93%(4) Expenses, excluding distribution fees 1.50% 1.18% 1.24% 1.18%(4) Net investment income 5.49% 5.86% 6.13% 6.41%(4) Portfolio turnover 132% 46% 43% 32% 1 For the period from 1-15-96 (when Class B shares were first offered) through 12-31-96. 2 Calculated based upon weighted average shares outstanding during the year. 3 Total return assumes reinvestment of dividends and any other distributions, but does not include the effect of sales charges. 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. 5 The Distributor of the Fund agreed to limit its distribution fees to .75 of 1% of the average daily net assets of the Class B shares. 39 FINANCIAL HIGHLIGHTS CLASS C SHARES The financial highlights for the three years ended December 31, 1999 were audited by PricewaterhouseCoopers LLP, independent accountants, and the financial highlights for the period ended December 31, 1996 were audited by other independent auditors, whose reports were unqualified. CLASS C SHARES (FISCAL PERIODS ENDED 12-31) PER SHARE OPERATING PERFORMANCE 1999(2) 1998(2) 1997(2) 1996(1) - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF PERIOD $ 8.03 $ 7.89 $ 8.39 $ 8.51 INCOME FROM INVESTMENT OPERATIONS: Net investment income .40 .46 .49 .57 Net realized and unrealized gain (loss) on investments and foreign currencies (.76) .16 (.16) .26 TOTAL FROM INVESTMENT OPERATIONS (.36) .62 .33 .83 - ------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS: Dividends from net investment income (.28) (.30) (.64) (.57) Distributions in excess of net investment income -- (.02) (.19) (.50) Distributions from net realized capital gains -- (.16) -- -- Tax return of capital distributions (.13) -- -- -- TOTAL DISTRIBUTIONS (.41) (.48) (.83) (1.07) Redemption fee retained by Fund -- -- -- .12 NET ASSET VALUE, END OF PERIOD $ 7.26 $ 8.03 $ 7.89 $ 8.39 TOTAL RETURN(3) (4.35)% 8.13% 3.98% 11.99% - ------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 - ------------------------------------------------------------------------------------------------------ NET ASSETS, END OF PERIOD (000) $ 561 $ 275 $ 190 $210(4) Average net assets (000) $ 354 $ 220 $ 397 $204(4) RATIOS TO AVERAGE NET ASSETS: Expenses, including distribution fees(6) 2.25% 1.93% 1.99% 1.93%(5) Expenses, excluding distribution fees 1.50% 1.18% 1.24% 1.18%(5) Net investment income 5.51% 5.84% 6.05% 6.41%(5) Portfolio turnover 132% 46% 43% 32% (1) For the period from 1-15-96 (when Class C shares were first offered) through 12-31-96. (2) Calculated based upon weighted average shares outstanding during the period. (3) Total return assumes reinvestment of dividends and any other distributions, but does not include the effect of sales charges. 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) Amounts are actual and not rounded to the nearest thousand. (5) Annualized. (6) The Distributor of the Fund agreed to limit its distribution fees to .75 of 1% of the average daily net assets of the Class C shares. 40 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 CLASS Z SHARES The financial highlights were audited by PricewaterhouseCoopers LLP, independent accountants, whose report was unqualified. CLASS Z SHARES (FISCAL PERIODS ENDED 12-31) PER SHARE OPERATING PERFORMANCE 1999(2) 1998(2) 1997(1,2) - ---------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 8.03 $ 7.88 $8.32 INCOME FROM INVESTMENT OPERATIONS: Net investment income .42 .52 .39 Net realized and unrealized gain (loss) on investments and foreign currencies (.71) .17 .05 TOTAL FROM INVESTMENT OPERATIONS (.29) .69 .44 - ---------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.34) (.36) (.69) Distributions in excess of net investment income -- (.02) (.19) Distributions from net realized capital gains -- (.16) -- Tax return of capital distributions (.13) -- -- TOTAL DISTRIBUTIONS (.47) (.54) (.88) NET ASSET VALUE, END OF PERIOD $ 7.27 $ 8.03 $7.88 TOTAL RETURN(3) (3.74)% 9.07% 5.56% - ---------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 - ---------------------------------------------------------------------------------------------- NET ASSETS, END OF PERIOD (000) $12,847 $2,435 $ 686 Average net assets (000) $ 4,604 $1,771 $ 257 RATIOS TO AVERAGE NET ASSETS: Expenses, including distribution fees 1.50% 1.18% 1.24%(4) Expenses, excluding distribution fees 1.50% 1.18% 1.24%(4) Net investment income 6.11% 6.65% 5.41%(4) Portfolio turnover 132% 46% 43% (1) For the period from 3-17-97 (when Class Z shares were first offered) through 12-31-97. (2) Calculated based upon weighted average shares outstanding during the period. (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. 41 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 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 Sciences Fund Prudential Technology Fund Prudential Utility Fund PRUDENTIAL SMALL-CAP QUANTUM FUND, INC. PRUDENTIAL SMALL COMPANY VALUE FUND, INC. PRUDENTIAL TAX-MANAGED FUNDS 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. Prudential Global Growth Fund Prudential International Value Fund Prudential Jennison International Growth Fund GLOBAL UTILITY FUND, INC. GLOBAL BOND FUNDS Prudential Global Total Return Fund, Inc. Prudential International Bond Fund, Inc. 42 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 43 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC. [PHONE GRAPHIC] (800) 225-1852 Notes 44 Notes 45 FOR MORE INFORMATION Please read this prospectus before you invest in the 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) 482-7555 (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 website at HTTP://WWW.PRUDENTIAL.COM Additional information about the 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 the 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: publicinfo@sec.gov (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 Numbers NASDAQ Symbols Class A Shares: 744337-10-6 GTRAX Class B Shares: 744337-20-5 - Class C Shares: 744337-30-4 - Class Z Shares: 744337-40-3 - Investment Company Act File No. 811-4661 MF169A [RECYCLE SYMBOL GRAPHIC] Printed on Recycled Paper