-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Abn8m9qU1IVrwEN7MXcErv6PFspbbVK45vJHWdpLkN4uwFO60qb/exMke3+mZUXh o8TDtRVGSx60E4U92A3lfQ== 0001047469-04-016832.txt : 20040511 0001047469-04-016832.hdr.sgml : 20040511 20040511161726 ACCESSION NUMBER: 0001047469-04-016832 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040511 EFFECTIVENESS DATE: 20040511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRYDEN GOVERNMENT INCOME FUND INC CENTRAL INDEX KEY: 0000717819 IRS NUMBER: 133165671 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-82976 FILM NUMBER: 04796622 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: ONE SEAPORT PLAZA CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL GOVERNMENT INCOME FUND INC DATE OF NAME CHANGE: 19951017 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE GOVERNMENT PLUS FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE TELECOMMUNICATIONS FUND INC DATE OF NAME CHANGE: 19850127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRYDEN GOVERNMENT INCOME FUND INC CENTRAL INDEX KEY: 0000717819 IRS NUMBER: 133165671 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03712 FILM NUMBER: 04796623 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: ONE SEAPORT PLAZA CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL GOVERNMENT INCOME FUND INC DATE OF NAME CHANGE: 19951017 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE GOVERNMENT PLUS FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE TELECOMMUNICATIONS FUND INC DATE OF NAME CHANGE: 19850127 485BPOS 1 a2130153z485bpos.txt 485BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2004 SECURITIES ACT REGISTRATION NO. 2-82976 INVESTMENT COMPANY ACT REGISTRATION NO. 811-3712 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / / PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 34 /X/ AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 37 /X/ (Check appropriate box or boxes) ---------- DRYDEN GOVERNMENT INCOME FUND, INC. (Exact name of registrant as specified in charter) (formerly Prudential Government Income Fund, Inc.) GATEWAY CENTER THREE, 100 MULBERRY STREET NEWARK, NEW JERSEY 07102 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-7525 MARGUERITE E. H. MORRISON, ESQ. GATEWAY CENTER THREE, 100 MULBERRY STREET NEWARK, NEW JERSEY 07102 (Name and Address of Agent for Service) APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the effective date of the Registration Statement. It is proposed that this filing will become effective (check appropriate box): /X/ immediately upon filing pursuant to paragraph (b) / / on (date) pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1) / / on (date) pursuant to paragraph (a)(1) / / 75 days after filing pursuant to paragraph (a)(2) / / on pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: / / This post-effective amendment designates a new effective date for a previously filed post-effective amendment. ================================================================================ EXPLANATORY NOTE This Post-Effective Amendment No. 34 to the Registration Statement of Dryden Government Income Fund, Inc. (the Registrant) (File No. 2-82976) (the Amendment) is being filed solely to file Exhibit No. (m)(5) to this Registration Statement. The following items, which have been filed with the Securities and Exchange Commission (the Commission) on the dates indicated below, are incorporated by reference into this Amendment: Part A, the Prospectus of the Registrant, dated April 30, 2004, by reference to Post-Effective Amendment No. 33 to the Registration Statement filed with the Commission on April 30, 2004 (File No. 2-82976), as supplemented on May 5, 2004; Part B, the Statement of Additional Information of the Registrant, dated April 30, 2004 (the SAI) by reference to Post-Effective Amendment No. 33 to the Registration Statement filed with the Commission on April 30, 2004 (File No. 2-82976), as supplemented on May 5, 2004; the Registrant's financial statements for the fiscal year ended February 29, 2004, as included in the Registrant's 2003 annual report to shareholders dated February 29, 2004, filed with the Commission on April 30, 2004 (File No. 811-3712); Part C of the Registration Statement of the Registrant by reference to Post-Effective Amendment No. 33 to the Registration Statement filed with the Commission on April 30, 2004 (File No. 2-82976), including Items 23 through 29. PART C OTHER INFORMATION ITEM 22. EXHIBITS. (a) (1) Articles of Restatement. Incorporated by reference to Exhibit 1 to Post-Effective Amendment No. 22 to Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on April 30, 1996. (2) Articles Supplementary. Incorporated by reference to Exhibit (a)(3) to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 14, 1999. (3) Articles Supplementary. Incorporated by reference to Exhibit (a)(3) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (4) Articles of Amendment. Incorporated by reference to Exhibit (a)(4) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (5) Articles of Amendment and Restatement. Incorporated by reference to Exhibit (a)(5) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (6) Articles Supplementary. Incorporated by reference to Exhibit (a)(6) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (b) Amended and Restated By-laws of the Registrant, as amended and restated on July 17, 2003. Incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (c) Instruments defining rights of holders of securities being offered. Incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 15 to Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 5, 1994. (d) (1) Management Agreement between the Registrant and Prudential Investments LLC. Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 32 to Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on March 2, 2004. (2) Subadvisory Agreement between Prudential Investments LLC and The Prudential Investment Corporation. Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 32 to Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on March 2, 2004. (e) (1) Distribution Agreement dated as of June 1, 1998 with Prudential Investment Management Services LLC. Incorporated by reference to Exhibit 7(b) to the Registration Statement on Form N-14 (File No. 333-64907) filed via EDGAR on October 30, 1998. (2) Selected Dealer Agreement. Incorporated by reference to Exhibit 7(a) to the Registration Statement on Form N-14 (File No. 333-64907) filed via EDGAR on October 30, 1998. (g) (1) Revised Custodian Agreement between the Registrant and State Street Bank and Trust Company. Incorporated by reference to Exhibit 8(a) to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 2, 1997. (2) Special Custody Agreement among the Registrant, State Street Bank and Trust Company, and Goldman, Sachs & Co. Incorporated by reference to Exhibit 8(b) to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 2, 1997. (3) Customer Agreement between the Registrant and Goldman, Sachs & Co. Incorporated by reference to Exhibit 8(c) to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 2, 1997. (4) Form of Amendment to Revised Custodian Agreement. Incorporated by reference to Exhibit 8(d) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on November 3, 1995. (5) Amendment to Custodian Contract/Agreement dated as of February 22, 1999 by and between the Registrant and State Street Bank and Trust Company. Incorporated by reference to Exhibit (g)(5) to Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 4, 2000. (6) Amendment to Custodian Contract/Agreement dated as of July 17, 2001 by and between the Registrant and State Street Bank and Trust Company. Incorporated by reference to Exhibit g(6) to Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on April 29, 2002. C-1 (7) Amendment to Custodian Contract/Agreement dated as of January 17, 2002 by and between the Registrant and State Street Bank and Trust Company. Incorporated by reference to Exhibit g(7) to Post-Effective Amendment No. 30 to Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on April 29, 2002. (h) (1) Transfer Agency Agreement dated as of January 1, 1988 between the Registrant and Prudential Mutual Fund Services, Inc. Incorporated by reference to Exhibit 9 to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 2, 1997. (2) Amendment to Transfer Agency and Service Agreement dated as of August 24, 1999 by and between the Registrant and Prudential Mutual Fund Services LLC (successor to Prudential Mutual Fund Services, Inc.). Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on April 29, 2003. (3) Amendment to Transfer Agency and Service Agreement dated as of September 4, 2002 by and between the Prudential and Strategic Partners Mutual Funds and Prudential Mutual Fund Services LLC (successor to Prudential Mutual Fund Services, Inc.) Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on April 29, 2003. (i) Opinion of Piper Rudnick LLP. Incorporated by reference to Exhibit (i) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (j) Consent of Independent Accountants. Incorporated by reference to Exhibit (j) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (l) Purchase Agreement. Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on May 2, 1997. (m) (1) Amended and Restated Distribution and Service Plan for Class A shares. Incorporated by reference to Exhibit 15(a) to the Registration Statement on Form N-14 (File No. 333-64907) filed via EDGAR on September 30, 1998. (2) Distribution and Service Plan for Class B shares. Incorporated by reference to Exhibit m(2) to Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A (File No. 2-82976) filed via EDGAR on April 29, 2002. (3) Amended and Restated Distribution and Service Plan for Class C shares. Incorporated by reference to Exhibit 15(c) to the Registration Statement on Form N-14 (File No. 333-64907) filed via EDGAR on September 30, 1998. (4) Distribution and Service Plan for Class R Shares. Incorporated by reference to Exhibit (m)(4) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (5) Rule 12b-1 Fee Waiver for Class A, Class C and Class R Shares.* (n) Amended and Restated Rule 18f-3 Plan for Registrant. Incorporated by reference to Exhibit (n) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (p) (1) Code of Ethics of Registrant dated February 25, 2004. Incorporated by reference to Exhibit (p)(1) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (2) Code of Ethics and Personal Securities Trading Policy of Prudential Investment Management, Inc., Prudential Investments LLC and Prudential Investment Management Services, LLC dated February 25, 2004. Incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (q) (1) Powers of Attorney. Incorporated by reference to Exhibit (q)(1) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. (2) Powers of Attorney. Incorporated by reference to Exhibit (q)(2) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-82979) filed via EDGAR on April 30, 2004. - ---------- *Filed herewith. C-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1993 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Newark, and State of New Jersey, on the 11th day of May, 2004. DRYDEN GOVERNMENT INCOME FUND, INC. By: * ---------------------------------------------- Judy A. Rice., President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * - ---------------------------------------- Director David E. A. Carson * - ---------------------------------------- Vice President and Director Robert F. Gunia * - ---------------------------------------- Director Robert E. La Blanc * - ---------------------------------------- Director Douglas H. McCorkindale * - ---------------------------------------- Director Richard A. Redeker * - ---------------------------------------- President and Director Judy A. Rice * - ---------------------------------------- Director Robin B. Smith * - ---------------------------------------- Director Stephen Stoneburn * - ---------------------------------------- Director Clay T. Whitehead * - ---------------------------------------- Treasurer and Principal Financial and Grace C. Torres Accounting Officer /s/ Marguerite E.H. Morrison - ---------------------------------------- May 11, 2004 Marguerite E.H. Morrison (Attorney-in-Fact)
C-3 EXHIBIT INDEX m (5) Rule 12b-1 Fee Waiver for Class A, Class C and Class R Shares. C-4 EX-99.(M)(5) 2 a2136172zex-99_m5.txt EXHIBIT 99.(M)(5) NOTICE OF RULE 12B-1 FEE WAIVER CLASS A SHARES THIS NOTICE OF RULE 12B-1 FEE WAIVER is signed as of March 1, 2004, by PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (PIMS), the principal underwriter of Dryden Government Income Fund, Inc., an open-end management investment company (the Fund). WHEREAS, PIMS desires to waive a portion of its distribution and shareholder services fees payable on Class A shares of the Fund (Rule 12b-1 fees); and WHEREAS, PIMS understands and intends that the Fund will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing the Fund's expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Fund to do so; and WHEREAS, shareholders of the Fund will benefit from the ongoing contractual waiver by incurring lower Fund operating expenses than they would absent such waiver. NOW, THEREFORE, PIMS hereby provides notice that it has agreed to limit the distribution and service (12b-1) fees incurred by Class A shares of the Fund to .25 of 1% of the average daily net assets of the Fund. This contractual waiver shall be effective from the date hereof until April 30, 2005. IN WITNESS WHEREOF, PIMS has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written. PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC By: /s/ Robert F. Gunia --------------------------------------- Name: Robert F. Gunia ------------------------------------- Title: President ------------------------------------ NOTICE OF RULE 12 B-1 FEE WAIVER CLASS C SHARES THIS NOTICE OF RULE 12B-1 FEE WAIVER is signed as of March 1, 2004, by PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (PIMS), the principal underwriter of Dryden Government Income Fund, Inc., an open-end management investment company (the Fund). WHEREAS, PIMS desires to waive a portion of its distribution and shareholder services fees payable on Class C shares of the Fund (Rule 12b-1 fees); and WHEREAS, PIMS understands and intends that the Fund will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing the Fund's expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Fund to do so; and WHEREAS, shareholders of the Fund will benefit from the ongoing contractual waiver by incurring lower Fund operating expenses than they would absent such waiver. NOW, THEREFORE, PIMS hereby provides notice that it has agreed to limit the distribution and service (12b-1) fees incurred by Class C shares of the Fund to .75 of 1% of the average daily net assets of the Fund. This contractual waiver shall be effective from the date hereof until April 30, 2005. IN WITNESS WHEREOF, PIMS has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written. PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC By: /s/ Robert F. Gunia --------------------------------------- Name: Robert F. Gunia ------------------------------------- Title: President ------------------------------------ NOTICE OF RULE 12B-1 FEE WAIVER CLASS R SHARES THIS NOTICE OF RULE 12B-1 FEE WAIVER is signed as of April 26, 2004, 2004, by PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (PIMS), the principal underwriter of Dryden Government Income Fund, Inc., an open-end management investment company (the Fund). WHEREAS, PIMS desires to waive a portion of its distribution and shareholder services fees payable on Class R shares of the Fund (Rule 12b-1 fees); and WHEREAS, PIMS understands and intends that the Fund will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing the Fund's expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Fund to do so; and WHEREAS, shareholders of the Fund will benefit from the ongoing contractual waiver by incurring lower Fund operating expenses than they would absent such waiver. NOW, THEREFORE, PIMS hereby provides notice that it has agreed to limit the distribution and service (12b-1) fees incurred by Class R shares of the Fund to .50 of 1% of the average daily net assets of the Fund. This contractual waiver shall be effective from the date hereof until April 30, 2005. IN WITNESS WHEREOF, PIMS has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written. PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC By: /s/ Robert F. Gunia --------------------------------------- Name: Robert F. Gunia ------------------------------------- Title: President ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----