N-CSRS 1 dncsrs.htm DRYDEN GOVERNMENT INCOME FUND DRYDEN GOVERNMENT INCOME FUND

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:

 

811-03712

Exact name of registrant as specified in charter:

 

Dryden Government

   

Income Fund, Inc.

Address of principal executive offices:

 

Gateway Center 3,

   

100 Mulberry Street,

   

Newark, New Jersey 07102

Name and address of agent for service:

 

Deborah A. Docs

   

Gateway Center 3,

   

100 Mulberry Street,

   

Newark, New Jersey 07102

Registrant’s telephone number, including area code:

 

973-367-7521

Date of fiscal year end:

 

2/28/2006

Date of reporting period:

 

8/31/2005


Item 1 –

  Reports to Stockholders – [ INSERT REPORT ]


 

LOGO

Dryden Government Income Fund, Inc.

 

AUGUST 31, 2005   SEMIANNUAL REPORT

 

LOGO

FUND TYPE

Government securities

 

OBJECTIVE

High current return

 

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

 

The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter. The accompanying financial statements as of August 31, 2005, were not audited, and accordingly, no auditor’s opinion is expressed on them.

 

JennisonDryden is a registered trademark of The Prudential Insurance Company of America.

 

LOGO


 

 

October 14, 2005

 

Dear Shareholder:

 

We hope you find the semiannual report for the Dryden Government Income Fund informative and useful. As a JennisonDryden mutual fund shareholder, you may be thinking about where you can find additional growth opportunities. You could invest in last year’s top-performing asset class and hope history repeats itself or you could stay in cash while waiting for the “right moment” to invest.

 

Instead, we believe it is better to take advantage of developing domestic and global investment opportunities through a diversified portfolio of stock and bond mutual funds. A diversified asset allocation offers two potential advantages. It helps you manage downside risk by not being overly exposed to any particular asset class, plus it gives you a better opportunity to have at least some of your assets in the right place at the right time. Your financial professional can help you create a diversified investment plan that may include mutual funds covering all the basic asset classes and that reflects your personal investor profile and tolerance for risk.

 

JennisonDryden Mutual Funds gives you a wide range of choices that can help you make progress toward your financial goals. Our funds offer the experience, resources, and professional discipline of three leading asset managers. They are recognized and respected in the institutional market and by discerning investors for excellence in their respective strategies. JennisonDryden equity funds are advised by Jennison Associates LLC or Quantitative Management Associates LLC (QMA). Prudential Investment Management, Inc. (PIM) advises the JennisonDryden fixed income and money market funds. Jennison Associates, QMA, and PIM are registered investment advisers and Prudential Financial companies.

 

Thank you for choosing JennisonDryden Mutual Funds.

 

Sincerely,

 

LOGO

 

Judy A. Rice, President

Dryden Government Income Fund, Inc.

 

Dryden Government Income Fund, Inc.   1


Your Fund’s Performance

 

 

Fund objective

The investment objective of the Dryden Government Income Fund, Inc. (the Fund) is high current return. There can be no assurance that the Fund will achieve its investment objective.

 

Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at www.jennisondryden.com or by calling (800) 225-1852. The maximum initial sales charge is 4.50% (Class A shares).

 

Cumulative Total Returns1 as of 8/31/05                            
    Six Months     One Year     Five Years     Ten Years     Since Inception2

Class A

  2.53 %   3.55 %   34.38 %   76.82 %   177.15%

Class B

  2.15     2.78     30.20     65.93     272.84    (266.71)

Class C

  2.28     3.04     31.21     67.87     85.94

Class R

  2.42     3.38     N/A     N/A     6.40

Class Z

  2.66     3.70     35.90     N/A     72.06

Lehman Brothers Government Bond Index3

  3.27     3.90     37.58     88.96     ***

Lipper General U.S. Government Funds Avg.4

  2.81     3.75     32.04     72.38     ****
                             
Average Annual Total Returns1 as of 9/30/05                        
          One Year     Five Years     Ten Years     Since Inception2

Class A

        –2.21 %   4.83 %   5.17 %   6.33%

Class B

        –3.17     4.96     4.99     6.59    (6.50)

Class C

        1.02     5.29     5.11     5.61

Class R

        2.18     N/A     N/A     3.84

Class Z

        2.65     6.04     N/A     5.72

Lehman Brothers Government Bond Index3

        2.47     6.28     6.34     ***

Lipper General U.S. Government Funds Avg.4

        2.31     5.36     5.37     ****

 

Distributions and Yields1 as of 8/31/05           
     Total Distributions
Paid for Six Months
  30-Day
SEC Yield
 

Class A

   $ 0.18   3.36 %

Class B

   $ 0.15   2.79  

Class C

   $ 0.16   3.02  

Class R

   $ 0.17   3.28  

Class Z

   $ 0.19   3.78  

 

2   Visit our website at www.jennisondryden.com


 

 

The cumulative total returns do not reflect the deduction of applicable sales charges. If reflected, the applicable sales charges would reduce the cumulative total returns performance quoted. Class A shares are subject to a maximum front-end sales charge of 4.50%. Under certain circumstances, Class A shares may be subject to a contingent deferred sales charge (CDSC) of 1%. Class B and Class C shares are subject to a maximum CDSC of 5% and 1% respectively. Class R and Class Z shares are not subject to a sales charge.

 

1Source: Prudential Investments LLC and Lipper Inc. The average annual total returns take into account applicable sales charges. During certain periods shown, fee waivers and/or expense reimbursements were in effect. Without such fee waivers and expense reimbursements, the returns for the share classes would have been lower. Class A, Class B, Class C, and Class R shares are subject to an annual distribution and service (12b-1) fee of up to 0.30%, 1.00%, 1.00%, and 0.75% respectively. Approximately seven years after purchase, Class B shares will automatically convert to Class A shares on a quarterly basis. Class Z shares are not subject to a 12b-1 fee. The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. Without waiver of fees and/or expense subsidization, the Fund’s returns would have been lower, as indicated in parentheses.

2Inception dates: Class A, 1/22/90; Class B, 4/22/85; Class C, 8/1/94; Class R, 5/17/04; and Class Z, 3/4/96.

3The Lehman Brothers Government Bond Index (Index) is an unmanaged index of securities issued or backed by the U.S. government, its agencies, and instrumentalities with between 1 and 30 years remaining to maturity. It gives a broad look at how U.S. government bonds have performed.

4The Lipper General U.S. Government Funds Average (Lipper Average) represents returns based on an average return of all funds in the Lipper General U.S. Government Funds category for the periods noted. Funds in the Lipper Average invest primarily in U.S. government and agency issues.

 

Investors cannot invest directly in an index. The returns for the Lehman Brothers Government Bond Index would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

 

***Lehman Brothers Government Bond Index Closest Month-End to Inception cumulative total returns as of 8/31/05 are 208.82% for Class A, 407.19% for Class B, 109.59% for Class C, 7.35% for Class R, and 81.59% for Class Z. Lehman Brothers Government Bond Index Closest Month-End to Inception average annual total returns as of 9/30/05 are 7.38% for Class A, 8.21% for Class B, 6.74% for Class C, 4.52% for Class R, and 6.29% for Class Z.

****Lipper Average Closest Month-End to Inception cumulative total returns as of 8/31/05 are 171.54% for Class A, 319.40% for Class B, 89.71% for Class C, 7.17% for Class R, and 66.20% for Class Z. Lipper Average Closest Month-End to Inception average annual total returns as of 9/30/05 are 6.51% for Class A, 7.20% for Class B, 5.78% for Class C, 4.37% for Class R, and 5.30% for Class Z.

 

Five Largest Issues* expressed as a percentage of net assets as of 8/31/05  

Home Loan Mortgage Corp., 5.00%, TBA

   7.8 %

Federal National Mortgage Association, 3.875%, 7/15/08

   5.3  

Federal Home Loan Mortgage Corp., 4.375%, 1/25/10

   4.7  

Federal Home Loan Bank, 4.125%, 2/15/08

   3.5  

Federal Farm Credit Bank, 3.75%, 1/15/09

   3.1  

* Holdings reflect only long-term investments and are subject to change.

 

Dryden Government Income Fund, Inc.   3


 

Fees and Expenses (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested on March 1, 2005, at the beginning of the period, and held through the six-month period ended August 31, 2005.

 

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to Individual Retirement Accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of JennisonDryden or Strategic Partners Funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information provided in the expense table. Additional fees have the effect of reducing investment returns.

 

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and

 

4   Visit our website at www.jennisondryden.com


 

expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs such as sales charges (loads). Therefore the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Dryden Government
Income Fund, Inc.
  Beginning Account
Value
March 1, 2005
 

Ending Account
Value

August 31, 2005

  Annualized
Expense Ratio
Based on the
Six-Month Period
    Expenses Paid
During the
Six-Month Period*
                             
Class A   Actual   $ 1,000.00   $ 1,025.31   0.97 %   $ 4.95
    Hypothetical   $ 1,000.00   $ 1,020.32   0.97 %   $ 4.94
                             
Class B   Actual   $ 1,000.00   $ 1,021.48   1.72 %   $ 8.76
    Hypothetical   $ 1,000.00   $ 1,016.53   1.72 %   $ 8.74
                             
Class C   Actual   $ 1,000.00   $ 1,022.79   1.47 %   $ 7.49
    Hypothetical   $ 1,000.00   $ 1,017.80   1.47 %   $ 7.48
                             
Class R   Actual   $ 1,000.00   $ 1,024.20   1.22 %   $ 6.22
    Hypothetical   $ 1,000.00   $ 1,019.06   1.22 %   $ 6.21
                             
Class Z   Actual   $ 1,000.00   $ 1,026.62   0.72 %   $ 3.68
    Hypothetical   $ 1,000.00   $ 1,021.58   0.72 %   $ 3.67
                             

* Fund expenses for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended August 31, 2005, and divided by the 365 days in the Fund’s fiscal year ending February 28, 2006 (to reflect the six-month period).

 

Dryden Government Income Fund, Inc.   5


 

 

 

This Page Intentionally Left Blank


Portfolio of Investments

 

as of August 31, 2005 (Unaudited)

 

Principal

Amount (000)

     Description    Value (Note 1)
                 
  LONG-TERM INVESTMENTS    97.4%       
  Asset Backed Securities    1.0%       
        

MBNA Master Credit Card Trust,

      
$ 9,800     

Series 1999-J, Class A
7.00%, 2/15/12

   $ 10,787,697
             

  Collateralized Mortgage Obligations    6.7%       
        

Federal Home Loan Mortgage Corp.,

      
  9,000     

Ser. 2496, Class PM,
5.50%, 9/15/17

     9,226,881
  7,000     

Ser. 2501, Class MC,
5.50%, 9/15/17

     7,241,979
  6,650     

Ser. 2513, Class HC,
5.00%, 10/15/17

     6,731,647
  5,500     

Ser. 2518, Class PV,
5.50%, 6/15/19

     5,621,919
        

Federal National Mortgage Association,

      
  2,106     

Ser. 1993-29, Class PH,
6.50%, 1/25/23

     2,130,279
  10,000     

Ser. 2002-18, Class PC,
5.50%, 4/25/17

     10,392,074
  7,400     

Ser. 2002-57, Class ND,
5.50%, 9/25/17

     7,636,391
  18,000     

Ser. 2002-94, Class HQ,
4.50%, 1/25/18

     17,696,519
        

Structured Adjustable Rate Mortgage Loan Trust,

      
  3,079     

Series 2004-1, Class 4 A3,
4.17%, 2/25/34

     3,272,120
             

        

Total collateralized mortgage obligations

     69,949,809
             

  Commercial Mortgage Backed Securities    7.0%       
        

Banc of America Commercial Mortgage, Inc.,

      
  5,000     

Ser. 2005-2, Class A5,
4.857%, 7/10/43

     5,076,297
        

Bear Stearns Commercial Mortgage Securities, Inc.,

      
  534     

Ser. 2000-WF1, Class A1,
7.64%, 2/15/32

     564,621
  10,800     

Ser. 2004-T16, Class A5,
4.60%, 2/13/46

     10,780,632
  5,000     

Ser. 2005-PWR8, Class A4,
4.674%, 6/11/41

     5,008,490

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   7


Portfolio of Investments

 

as of August 31, 2005 (Unaudited) Cont’d.

 

Principal

Amount (000)

       Description    Value (Note 1)
                   
          

CS First Boston Mortgage Securities Corp.,

      
$ 5,000       

Ser. 2005-C3, Class A4,
4.686%, 7/15/37

   $ 5,014,982
          

First Union National Bank Commercial Mortgage Trust,

      
  1,952       

Ser. 2000-C1, Class A1,
7.739%, 5/17/32

     2,034,000
  4,423       

Ser. 2000-C2, Class A1,
6.94%, 10/15/32

     4,596,594
          

GS Mortgage Securities Corp. II,

      
  18,200       

Ser. 2003-C1, Class A3,
4.608%, 1/10/40

     18,231,745
          

KeyCorp,

      
  10,000       

Ser. 2000-C1, Class A2,
7.727%, 5/17/32

     11,168,849
          

Morgan Stanley Capital I,

      
  3,625       

Ser. 2005-T19, Class AAB,
4.852%, 6/12/47

     3,679,854
          

Morgan Stanley Dean Witter Capital I,

      
  6,217       

Ser. 2001-TOP1, Class A2,
6.32%, 2/15/33

     6,388,849
               

          

Total commercial mortgage backed securities

     72,544,913
               

  Corporate Bonds    1.3%       
          

International Bank for Reconstruction,

      
  4,255       

4.75%, 2/15/35

     4,385,220
          

New Jersey Economic Development Authority,

      
  11,851       

Ser. B,
5.1521%(f), 2/15/12

     8,878,414
               

          

Total corporate bonds

     13,263,634
               

  Mortgage Backed Securities    39.7%       
          

Federal Home Loan Mortgage Corp.,

      
  46,859       

5.00%, 9/1/16 - 5/1/34

     46,611,243
  1,500 (a)     

5.00%, TBA

     1,510,781
  79,700 (a)     

5.00%, TBA

     80,914,178
  3,612       

6.00%, 8/1/32 - 9/1/34

     3,700,180
  7,500 (a)     

6.00%, TBA

     7,664,063
  3,186       

6.50%, 8/1/10 - 9/1/32

     3,298,318
  5,946       

7.00%, 2/1/09 - 9/1/32

     6,098,348
  47 (c)     

7.50%, 6/1/24

     50
  480       

8.00%, 3/1/22 - 5/1/23

     514,941
  295       

8.50%, 6/1/07 - 9/1/19

     319,168
  417       

9.00%, 11/1/05 - 1/1/20

     448,313
  236       

11.50%, 10/1/19

     260,803

 

See Notes to Financial Statements.

 

8   Visit our website at www.jennisondryden.com


 

 

Principal

Amount (000)

       Description    Value (Note 1)
                   
          

Federal National Mortgage Association,

      
$ 7,171       

4.01%, 9/1/33 FRN

   $ 7,050,000
  8,415       

4.272%, 4/1/34 FRN

     8,395,369
  8,031       

4.44%, 6/1/34 FRN

     8,036,891
  8,834       

4.884%, 10/1/34 FRN

     8,863,034
  25,920       

5.00%, 7/1/18 - 3/1/34

     26,056,374
  1,000 (a)     

5.00%, TBA

     993,125
  42,536       

5.50%, 8/1/15 - 9/1/35

     43,061,817
  30,500 (a)     

5.50%, TBA

     30,804,999
  3,000 (a)     

6.00%, TBA

     3,065,625
  9,880       

6.00%, 11/1/14 - 3/1/35

     10,145,229
  5,815       

6.276%, 3/1/11

     6,270,163
  23,137       

6.50%, 2/1/09 - 10/1/32

     23,961,713
  19,850       

7.00%, 4/1/11 - 11/1/33

     20,821,033
  11,000 (a)     

7.00%, TBA

     11,529,375
  5,995       

7.50%, 12/1/06 - 10/1/26

     6,237,522
  1,977 (c)     

8.00%, 10/1/24

     2,121
  35,885 (c)     

8.50%, 6/1/17 - 3/1/25

     38,628
  285       

9.00%, 4/1/25 - 4/1/25

     313,564
  64,326 (c)     

9.50%, 1/1/25 - 2/1/25

     71,914
          

Government National Mortgage Association,

      
  23,251       

5.00%, 7/15/33 - 4/15/34

     23,351,948
  13,736       

7.00%, 2/15/09 - 2/15/29

     14,519,047
  2,190       

7.50%, 7/15/07 - 7/15/24

     2,324,851
  1,486       

8.50%, 4/15/25

     1,635,891
  1,087       

9.50%, 10/15/09 - 8/20/21

     1,199,568
               

          

Total mortgage backed securities

     410,090,187
               

  Small Business Administration Agency    3.9%       
          

Small Business Administration Participation Certificates,

      
  2,866       

Ser. 1995-B,
8.15%, 2/1/15

     3,056,338
  8,051       

Ser. 1995-L
6.45%, 12/1/15

     8,384,456
  9,998       

Ser. 1996-H
7.25%, 8/1/16

     10,586,042
  7,191       

Ser. 1996-K,
6.95%, 11/1/16

     7,570,364
  3,086       

Ser. 1997-A,
7.15%, 1/1/17

     3,266,812
  6,968       

Ser. 1998-I
6.00%, 9/1/18

     7,278,815
               

          

Total small business administration agency

     40,142,827
               

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   9


Portfolio of Investments

 

as of August 31, 2005 (Unaudited) Cont’d.

 

Principal

Amount (000)

       Description    Value (Note 1)
                   
  U.S. Government Agency Securities    30.0%       
          

Federal Farm Credit Bank,

      
$ 32,750       

3.75%, 1/15/09

   $ 32,365,744
  7,955       

4.125%, 7/17/09

     7,944,102
          

Federal Home Loan Bank,

      
  36,055       

4.125%, 2/15/08

     36,068,988
  29,070       

4.75%, 8/13/10

     29,714,801
  8,000       

7.507%, 2/20/07 FRN

     8,295,040
          

Federal Home Loan Mortgage Corp.,

      
  27,025 (d)     

4.125%, 7/12/10

     26,976,328
  48,810       

4.375%, 1/25/10

     48,694,807
          

Federal National Mortgage Association,

      
  55,600       

3.875%, 7/15/08

     55,291,921
  31,580       

4.25%, 8/15/10

     31,721,478
          

Financing Corp. Fico

      
  10,000       

.0051%(f), 5/11/18

     5,656,220
          

Tennessee Valley Authority, Ser. B,

      
  23,590 (d)     

4.375%, 6/15/15

     23,622,129
  3,115       

5.88%, 4/1/36

     3,718,528
               

          

Total U.S. government agency securities

     310,070,086
               

  U.S. Treasury Securities    7.8%       
          

United States Treasury Bonds,

      
  10,800 (d)     

5.25%, 11/15/28

     12,273,185
  3,426 (d)     

5.375%, 2/15/31

     4,016,718
  9,930 (b)     

5.50%, 8/15/28

     11,635,170
  11,800 (d)     

8.125%, 5/15/21

     16,967,114
  1,580 (b)     

8.75%, 5/15/20

     2,351,484
  14,400 (d)     

13.25%, 5/15/14

     19,031,068
          

United States Treasury Notes,

      
  8,565 (b)     

0.875%, 4/15/10

     8,363,535
  968 (d)     

4.125%, 8/15/10

     979,269
  25 (b)     

4.25%, 8/15/15

     25,473
          

United States Treasury Strip,

      
  8,585       

Zero coupon, 5/15/19

     4,759,850
               

          

Total U.S. Treasury securities

     80,402,866
               

          

Total long-term investments
(cost $995,437,319)

     1,007,252,019
               

 

See Notes to Financial Statements.

 

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Shares        Description    Value (Note 1)  
                   
SHORT-TERM INVESTMENTS    22.4%         
Mutual Fund         
231,434,727 (e)     

Dryden Core Investment Fund - Taxable Money Market Series(g) (cost $231,434,727; includes $77,823,360 of cash collateral received for securities on loan) (Note 3)

   $ 231,434,727  
             


Contracts

               
OUTSTANDING OPTIONS PURCHASED         
Options                  
81       

90 Day Euro, expiring 9/18/06 @ $95.25
(cost $97,435)

     136,687  
             


        

Total Investments, Before Outstanding Options Written    119.8%
(cost $1,226,969,481; Note 5)

     1,238,823,433  
             


OUTSTANDING OPTIONS WRITTEN         
Options                  
81       

90 Day Euro, expiring 9/18/06 @ $95.75
(premiums received $43,303)

     (71,381 )
             


        

Total Investments, Net of Outstanding Options Written    119.8%
(cost $1,226,926,178)

     1,238,752,052  
        

Liabilities in excess of other assets(h)    (19.8%)

     (205,088,317 )
             


        

Net Assets    100.0%

   $ 1,033,663,735  
             



FRN—Floating Rate Note

(a) All or partial principal amount of $136,482,146 represents a to-be-announced (“TBA”) Mortgage dollar rolls, See Notes 1 and 4.
(b) All or partial principal amount pledged as collateral for financial future contracts.
(c) Represents actual principal amount (not rounded to nearest thousand).
(d) All or portion of security on loan with an aggregate market value of such securities is $76,787,124; cash collateral of $77,823,360 (included with liabilities) was received with which the Fund purchased highly liquid short-term investments.
(e) Represents security, or portion thereof, purchased with cash collateral received for securities on loan.
(f) Represents yield to maturity.
(g) Prudential Investments LLC, the manager of the Fund also serves as the manager of the Dryden Core Investment Fund—Taxable Money Market Series.
(h) Includes net unrealized depreciation on futures contracts of ($331,949) and net unrealized appreciation on swap agreements of $153,526.

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   11


Portfolio of Investments

 

as of August 31, 2005 (Unaudited) Cont’d.

 

Open futures contracts outstanding at August 31, 2005:

 

Number of
Contracts


  Type

  Expiration
Date


  Value at
August 31,
2005


  Value at
Trade
Date


  Unrealized
Appreciation
(Depreciation)


 
    Long Positions:                        
306   U.S. T-Bond   Sept. 2005   $ 36,222,750   $ 35,543,890   $ 678,860  
259   90 Day Euro   Dec. 2005     62,108,200     61,976,772     131,428  
18   U.S. T-Bond   Dec. 2005     2,124,563     2,125,709     (1,146 )
    Short Positions:                        
593   2 Yr. U.S. T-Note   Dec. 2005     122,806,594     122,443,325     (363,269 )
581   5 Yr. U.S. T-Note   Dec. 2005     62,965,875     62,309,668     (656,207 )
96   10 Yr. U.S. T-Note   Dec. 2005     10,759,500     10,637,885     (121,615 )
                       


                        $ (331,949 )
                       


 

Interest rate swap agreements outstanding at August 31, 2005:

 

The Fund entered into interest rate swap agreements during the six months ended August 31, 2005. Details of the interest rate swap agreements outstanding as of August 31, 2005 were as follows:

 

Counterparty


   Termination
Date


   Notional
Amount
(000)


   Fixed
Rate


    Floating
Rate


   Unrealized
Appreciation


Morgan Stanley Capital Services(a)

   7/8/2010    USD    2,000    4.31 %   3 month LIBOR    $ 4,604

Morgan Stanley Capital Services(a)

   8/26/2010    USD    5,160    4.49 %   3 month LIBOR      46,400

Morgan Stanley Capital Services(a)

   5/19/2010    USD    3,925    4.25 %   3 month LIBOR      39,568

Morgan Stanley Capital Services(a)

   7/14/2010    USD    15,000    4.35 %   3 month LIBOR      62,954
                              

                               $ 153,526
                              


(a) Fund pays the floating rate and receives the fixed rate.

 

See Notes to Financial Statements.

 

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The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of August 31, 2005 were as follows:

 

Mortgage Backed Securities

   39.7 %

U.S. Government Agency Securities

   30.0  

Mutual Fund (including 7.5% of collateral received for securities on loan)

   22.4  

U.S. Treasury Securities

   7.8  

Commercial Mortgage Backed Securities

   7.0  

Collateralized Mortgage Obligations

   6.7  

Small Business Administration Agency

   3.9  

Asset Backed Securities

   1.0  

Corporate Bonds

   1.3  

Outstanding Options Purchased

   0.0 *

Outstanding Options Written

   0.0 *
    

     119.8  

Liabilities in excess of other assets

   (19.8 )
    

     100.0 %
    


* amount represents less that 0.1% of net assets

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   13


Statement of Assets and Liabilities

 

as of August 31, 2005 (Unaudited)

 

Assets

        

Investments, at value, including securities on loan of $76,787,124

        

Unaffiliated Investments (cost $995,534,754)

   $ 1,007,388,706  

Affiliated Investments (cost $231,434,727)

     231,434,727  

Cash

     3,568,679  

Receivable for investments sold

     10,744,971  

Interest receivable

     5,459,918  

Receivable for Fund shares sold

     2,664,255  

Unrealized appreciation on swaps

     153,526  

Receivable for securities lending, net

     6,549  

Prepaid expenses

     4,399  
    


Total assets

     1,261,425,730  
    


Liabilities

        

Payable for investments purchased

     145,872,106  

Payable to broker for collateral for securities on loan

     77,823,360  

Payable for Fund shares reacquired

     1,189,004  

Accrued expenses

     901,151  

Dividends payable

     641,740  

Management fee payable

     435,637  

Due to broker—variation margin

     344,437  

Distribution fee payable

     273,431  

Transfer agent fee payable

     143,149  

Outstanding options written (premium received $43,303)

     71,381  

Deferred Directors’ fees

     66,599  
    


Total liabilities

     227,761,995  
    


Net Assets

   $ 1,033,663,735  
    


          

Net assets were comprised of:

        

Common stock, at par

   $ 1,137,069  

Paid-in capital in excess of par

     1,084,678,545  
    


       1,085,815,614  

Accumulated net investment loss

     (2,046,027 )

Accumulated net realized loss on investments

     (61,753,303 )

Net unrealized appreciation on investments

     11,647,451  
    


Net assets, August 31, 2005

   $ 1,033,663,735  
    


 

See Notes to Financial Statements.

 

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Class A

      

Net asset value and redemption price per share

($819,238,431 ÷ 90,121,683 shares of common stock issued and outstanding)

   $ 9.09

Maximum sales charge (4.50% of offering price)

     0.43
    

Maximum offering price to public

   $ 9.52
    

Class B

      

Net asset value, offering price and redemption price per share

($108,112,312 ÷ 11,872,436 shares of common stock issued and outstanding)

   $ 9.11
    

Class C

      

Net asset value, offering price and redemption price per share

($13,431,865 ÷ 1,474,989 shares of common stock issued and outstanding)

   $ 9.11
    

Class R

      

Net asset value, offering price and redemption price per share

($2,595 ÷ 285 shares of common stock issued and outstanding)

   $ 9.10
    

Class Z

      

Net asset value, offering price and redemption price per share

($92,878,532 ÷ 10,237,478 shares of common stock issued and outstanding)

   $ 9.07
    

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   15


Statement of Operations

 

Six Months Ended August 31, 2005 (Unaudited)

 

Net Investment Income

        

Income

        

Unaffiliated Interest income

   $ 20,940,224  

Affiliated dividend income

     2,899,318  

Affiliated income from securities loaned, net

     127,091  
    


Total net income

     23,966,633  
    


Expenses

        

Management fee

     2,631,657  

Distribution fee—Class A

     1,040,305  

Distribution fee—Class B

     577,314  

Distribution fee—Class C

     52,393  

Distribution fee—Class R

     6  

Transfer agent’s fees and expenses (including affiliated expense of $759,508)

     834,000  

Custodian’s fees and expenses

     161,000  

Reports to shareholders

     73,000  

Registration fees

     18,000  

Directors’ fees

     16,000  

Legal fees and expenses

     14,000  

Audit fee

     12,000  

Miscellaneous

     13,985  
    


Total expenses

     5,443,660  
    


Net investment income

     18,522,973  
    


Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on:

        

Investment transactions

     385,507  

Financial futures contracts

     933,525  

Swaps

     307,446  
    


       1,626,478  
    


Net change in unrealized appreciation (depreciation) on:

        

Investments

     6,269,441  

Financial futures contracts

     (539,269 )

Options written

     (28,078 )

Swaps

     153,526  
    


       5,855,620  
    


Net gain on investments

     7,482,098  
    


Net Increase In Net Assets Resulting From Operations

   $ 26,005,071  
    


 

See Notes to Financial Statements.

 

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Statement of Changes in Net Assets

 

(Unaudited)

 

     Six Months
Ended
August 31, 2005
       Year
Ended
February 28, 2005
 

Increase (Decrease) In Net Assets

                   

Operations

                   

Net investment income

   $ 18,522,973        $ 39,272,821  

Net realized gain (loss) on investment transactions

     1,626,478          (3,785,809 )

Net change in unrealized appreciation (depreciation)
on investments

     5,855,620          (23,074,195 )
    


    


Net increase in net assets resulting from operations

     26,005,071          12,412,817  
    


    


Dividends from net investment income (Note 1)

                   

Class A

     (16,521,803 )        (34,980,513 )

Class B

     (1,859,991 )        (4,625,730 )

Class C

     (242,344 )        (678,700 )

Class R

     (48 )        (52 )

Class Z

     (1,944,814 )        (3,738,719 )
    


    


       (20,569,000 )        (44,023,714 )
    


    


Fund share transactions (Net of share conversions) (Note 6)

                   

Net proceeds from shares sold

     71,007,132          143,477,512  

Net asset value of shares issued in reinvestment of dividends

     15,324,760          33,070,135  

Cost of shares reacquired

     (118,180,857 )        (260,210,532 )
    


    


Net decrease in net assets from Fund share transactions

     (31,848,965 )        (83,662,885 )
    


    


Total decrease

     (26,412,894 )        (115,273,782 )

Net Assets

                   

Beginning of period

     1,060,076,629          1,175,350,411  
    


    


End of period

   $ 1,033,663,735        $ 1,060,076,629  
    


    


 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   17


Notes to Financial Statements

 

(Unaudited)

 

Dryden Government Income Fund, Inc., (the “Fund”), is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Investment operations commenced on April 22, 1985. The Fund’s investment objective is to seek high current return. The Fund will seek to achieve this objective by investing primarily in U.S. Government Securities, including U.S. Treasury bills, notes, bonds, strips and other debt securities issued by the U.S. Treasury, and obligations, including mortgage-related securities, issued or guaranteed by U.S. Government agencies or instrumentalities.

 

Note 1. Accounting Policies

 

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

 

Security Valuation: Securities listed on a securities exchange (other than options on securities and indices) are valued at the last sales price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask prices, or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”), in consultation with the subadviser, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker.

 

U.S. government securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by an Adviser in consultation with the Manager to be over-the-counter, are valued by an independent pricing agent or more than one principal market maker (if available, otherwise by a principal market maker or a primary market dealer). Options on securities and indices traded on an exchange are valued on their last sales price as of the close of trading on the applicable exchange or, if there was no sale, at the mean between the most recently quoted bid and asked prices on such exchange.

 

Securities for which market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and

 

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before the Fund’s normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

 

Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted prices on such exchange or board of trade or at the last bid price in the absence of an asked price.

 

Certain fixed income securities for which daily market daily quotations are not readily available may be valued with reference to fixed income securities whose prices are more readily available, pursuant to guidelines established by the Board of Directors. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics.

 

Investments in mutual funds are valued at their net asset value as of the close of the New York Stock Exchange on the date of valuation.

 

Short-term securities which mature in sixty days or less are valued at amortized cost, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. Short-term securities which mature in more than sixty days are valued at current market quotations.

 

Financial Futures Contracts: A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain

 

Dryden Government Income Fund, Inc.   19


Notes to Financial Statements

 

Cont’d

 

 

percentage of the contract amount. This amount is known as the “initial margin.” Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain or loss. When the contract expires or is closed, the gain or loss is realized and is presented in the Statement of Operations as net realized gain or loss on financial futures transactions.

 

The Fund invests in financial futures contracts in order to hedge its existing portfolio securities, or securities the Fund intends to purchase, against fluctuations in value caused by changes in prevailing interest rates or market conditions. Should interest rates move unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets.

 

Options: The Fund may either purchase or write options in order to hedge against adverse market movements or fluctuations in value caused by changes in prevailing interest rates with respect to securities which the Fund currently owns or intends to purchase. The Fund’s principal reason for writing options is to realize, through receipt of premiums, a greater current return than would be realized on the underlying security alone. When the Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost of the purchase in determining whether the Fund has realized a gain or loss. The difference between the premium and the amount received or paid on effecting a closing purchase or sale transaction is also treated as a realized gain or loss. Gain or loss on purchased options is included in net realized gain or loss on investment transactions. Gain or loss on written options is presented separately as net realized gain or loss on option written.

 

The Fund, as writer of an option, may have no control over whether the underlying securities may be sold (called) or purchased (put). As a result, the Fund bears the

 

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market risk of an unfavorable change in the price of the security underlying the written option. The Fund, as purchaser of an option, bears the risk of the potential inability of the counterparties to meet the terms of their contracts.

 

Swaps: The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund enters into interest rate swap agreements to manage its exposure to interest rates and credit risk.

 

Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest and may involve payment/ receipt of a premium at the time of initiation of the swap agreement. Dividends and interest on the securities in the swap are included in the value of the exchange. The swaps are valued daily at current market value and any unrealized gain or loss is included in the net unrealized appreciation or depreciation on investments. Gain or loss is realized on the termination date of the swap and is equal to the difference between the Fund’s basis in the swap and the proceeds of the closing transaction, including fees. During the period that the swap agreement is open, the Fund may be subject to risk from the potential inability of the counterparty to meet the terms of the agreement.

 

Financial future contracts, swaps and written options involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

 

Securities Lending: The Fund may lend its portfolio securities to broker-dealers. The loans are secured by collateral at least equal at all times to the market value of the securities loaned. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the lender securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities using the collateral in the open market. The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The Fund also continues to receive interest and dividends or amounts equivalent thereto, on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

 

Dollar Rolls: The Fund enters into mortgage dollar rolls in which the Fund sells mortgage securities for delivery in the current month, realizing a gain (loss), and simultaneously contracts to repurchase somewhat similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Fund forgoes

 

Dryden Government Income Fund, Inc.   21


Notes to Financial Statements

 

Cont’d

 

 

principal and interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the future date. The difference between the sales proceeds and the lower repurchase price is recorded as a realized gain. The Fund maintains a segregated account, the dollar value of which is at least equal to its obligations, with respect to dollar rolls.

 

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized and unrealized gains or loss from investment on sales of portfolio securities are calculated on the identified cost basis. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes original issue discount on portfolio securities as adjustments to interest income. Expenses are recorded on the accrual basis.

 

Net investment income or loss (other than distribution fees which are charged directly to the respective class) and unrealized and realized gains or loss are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

 

Dividends and Distributions: The Fund declares daily dividends from net investment income. Payment of dividends is made monthly. Distributions of net capital gains, if any, are made annually.

 

Dividends and distributions are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles, and are recorded on the ex-dividend date. Permanent book/tax differences relating to income and gains are reclassified amongst distributions in excess of net income, accumulated net realized gain or loss and paid-in-capital in excess of par, as appropriate.

 

Taxes: For federal income tax purposes it is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required.

 

Estimates: The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

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Note 2. Agreements

 

The Fund has a management agreement with PI. Pursuant to this agreement, PI has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PI has entered into a subadvisory agreement with Prudential Investment Management, Inc. (“PIM”). The subadvisory agreement provides that PIM will furnish investment advisory services in connection with the management of the Fund. In connection therewith, PIM is obligated to keep certain books and records of the Fund. PI pays for the services of PIM, the cost of compensation of officers and employees of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

 

For the period March 1, 2005 through June 30, 2005, the management fee paid to PI was computed daily and payable monthly at an annual rate of .50 of 1% of the Fund’s average daily net assets up to and including $3 billion and .35 of 1% of the average daily net assets of the Fund in excess of $3 billion. Effective July 1, 2005, the management fee paid to PI is computed daily and payable monthly at an annual rate of .50 of 1% of the Fund’s average daily net assets up to and including $1 billion, .45 of 1% of the Fund’s average daily net assets of the next $1 billion, .35 of 1% of the Fund’s average daily net assets of the next $1 billion, and .30 of 1% of the average daily net assets of the Fund in excess of $3 billion. The effective management fee rate was 0.499 of 1% for the six months ended August 31, 2005.

 

The Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class B, Class C, Class R and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B, Class C and Class R shares pursuant to plans of distribution (the “Class A, B, C and Class R Plans”), regardless of expenses actually incurred by PIMS. The distribution fees for Class A, Class B, Class C and Class R shares are accrued daily and payable monthly. No distribution or service fees were paid to PIMS as distributor of the Class Z shares of the Fund.

 

Pursuant to the Class A Plan, the Fund compensates PIMS for its distribution-related expenses with respect to Class A shares at an annual rate of up to .30 of 1% of the average daily net assets of the Class A shares. PIMS has contractually agreed to limit such fees to .25 of 1% of the average daily net assets of the Class A shares.

 

Pursuant to the Class B Plan, the Fund compensates PIMS for its distribution-related activities at an annual rate of up to 1% of the average daily net assets.

 

Pursuant to the Class C Plan, the Fund compensates PIMS for its distribution-related activities at an annual rate of up to 1% of the average daily net assets of the Class C

 

Dryden Government Income Fund, Inc.   23


Notes to Financial Statements

 

Cont’d

 

 

shares. PIMS has contractually agreed to limit such fees to .75 of 1% of the average daily net assets of the Class C shares.

 

Pursuant to the Class R Plan, the Fund compensates PIMS for its distribution-related expenses with respect to Class R shares at an annual rate of up to .75 of 1% of the average daily net assets of the Class R shares. PIMS has contractually agreed to limit such fees to .50 of 1% of the average daily net assets of the Class R shares.

 

PIMS has advised the Fund that it received approximately $88,000 in front-end sales charges resulting from sales of Class A, during the six months ended August 31, 2005. From these fees, PIMS paid a substantial portion of such sales charges to affiliated broker-dealers, which in turn paid commissions to salespersons and incurred other distribution costs.

 

PIMS has advised the Fund that for the six months ended August 31, 2005, it received approximately $142,800 and $1,500 in contingent deferred sales charges imposed upon certain redemptions by Class B and Class C shareholders, respectively.

 

PI, PIM and PIMS are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

 

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a syndicated credit agreement (“SCA”) with two banks. The SCA provides for a commitment of $500 million. Interest on any borrowings under the SCA would be incurred at market rates. The Funds pay a commitment fee of .075 of 1% of the unused portion of the SCA. The commitment fee is accrued daily and paid quarterly and is allocated to the funds pro rata, based on net assets. The purpose of the SCA is to serve as an alternative source of funding for capital share redemptions. The expiration date of the SCA is October 28, 2005. The Fund did not borrow any amounts pursuant to the SCA during the six months ended August 31, 2005.

 

Note 3. Other Transactions with Affiliates

 

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PI and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

 

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The Fund pays networking fees to affiliated and unaffiliated broker/dealers. These networking fees are payments made to broker/dealers that clear mutual fund transactions through a national clearing system. For the six months ended August 31, 2005, the Fund incurred approximately $75,900 in total networking fees. These amounts are included in transfer agent’s fees and expenses in the Statement of Operations.

 

Prudential Investment Management, Inc., (“PIM”), an indirect, wholly-owned subsidiary of Prudential, is the fund’s securities lending agent. For the six months ended August 31, 2005, PIM was compensated approximately $50,100 for these services.

 

The Fund invests in the Taxable Money Market Series (the “Series”), a portfolio of Dryden Core Investment Fund, pursuant to an exemptive order received from the Securities and Exchange Commission. The Series is a money market mutual fund registered under the Investment Company Act of 1940, as amended, and managed by PI. For the six months ended August 31, 2005, the Fund earned income from the Series by investing its excess cash and collateral received from securities lending of approximately $2,899,318 and $127,091 respectively.

 

Note 4. Portfolio Securities

 

Purchases and sales of portfolio securities, excluding short-term investments, for the six months ended August 31, 2005, aggregated $2,740,261,568 and $2,703,338,120, respectively.

 

Transactions in options written during the six months ended August 31, 2005, were as follows:

 

     Number of
Contracts/
Notional
Amount


   Premiums
Received


Balance as of February 28, 2005

      $

Options written

   81      43,303
    
  

Balance as of August 31, 2005

   81    $ 43,303
    
  

 

The average balance of dollar rolls outstanding during the six months ended August 31, 2005 was approximately $124,600,000. The amount of dollar rolls outstanding at August 31, 2005 was $136,482,146 (principal $136,000,000), which was 10.8% of total assets.

 

As of August 31, 2005, the Fund had securities on loan with an aggregate market value of $76,787,124. The Fund received $77,823,360 in cash as collateral for securities on loan which was used to purchase highly liquid short-term investments in accordance with the Fund’s securities lending procedures.

 

Dryden Government Income Fund, Inc.   25


Notes to Financial Statements

 

Cont’d

 

 

Note 5. Distributions and Tax Information

 

For federal income tax purposes, the Fund had a capital loss carryforward as of February 28, 2005 of approximately $61,872,000 of which $3,290,000 expires in 2006, $1,537,000 expires in 2007, $20,444,000 expires in 2008, $21,641,000 expires in 2009 and $14,960,000 expires in 2013.

 

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of February 28, 2005 were as follows:

 

Tax Basis


  

Appreciation


  

Depreciation


  

Net Unrealized
Appreciation


$1,228,423,406    $15,517,026    $(5,116,999)    $10,400,027

 

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales and differences in the treatment of premium amortization for book and tax purposes.

 

Note 6. Capital

 

The Fund offers Class A, Class B, Class C, Class R and Class Z shares. Class A shares are sold with a front-end sales charge of up to 4.50%. Effective on March 15, 2004, all investors who purchase Class A shares in an amount of $1 million or more and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (CDSC) of 1%, including investors who purchase their shares through brokerdealers affiliated with Prudential. Class B shares are sold with a contingent deferred sales charge which declines from 5% to zero depending on the period of time the shares are held. Class C shares purchased are subject to a CDSC of 1% for 12 months from the date of purchase. Class B shares automatically convert to Class A shares on a quarterly basis approximately seven years after purchase. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class R and Class Z shares are not subject to any sales or redemption charge and are offered exclusively for sale to a limited group of investors.

 

There are 2 billion shares of common stock, $.01 par value per share, divided into four classes, designated Class A, Class B, Class C, Class R and Class Z common stock, each of which consists of 500,000,000 authorized shares.

 

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Transactions in shares of common stock were as follows:

 

Class A


   Shares

     Amount

 

Six months ended August 31, 2005:

               

Shares sold

   5,996,007      $ 54,242,506  

Shares issued in reinvestment of dividends

   1,309,375        11,855,998  

Shares reacquired

   (9,706,459 )      (87,778,111 )
    

  


Net decrease in shares outstanding before conversion

   (2,401,077 )      (21,679,607 )

Shares issued upon conversion from class B

   666,759        6,032,775  
    

  


Net decrease in shares outstanding

   (1,734,318 )    $ (15,646,832 )
    

  


Year ended February 28, 2005:

               

Shares sold

   9,549,874      $ 87,013,949  

Shares issued in reinvestment of dividends

   2,778,247        25,286,478  

Shares reacquired

   (19,428,136 )      (176,965,128 )
    

  


Net decrease in shares outstanding before conversion

   (7,100,015 )      (64,664,701 )

Shares issued upon conversion from class B

   1,138,400        10,434,525  
    

  


Net decrease in shares outstanding

   (5,961,615 )    $ (54,230,176 )
    

  


Class B


             

Six months ended August 31, 2005:

               

Shares sold

   325,681      $ 2,946,260  

Shares issued in reinvestment of dividends

   158,386        1,436,375  

Shares reacquired

   (1,544,546 )      (13,989,336 )
    

  


Net decrease in shares outstanding before conversion

   (1,060,479 )      (9,606,701 )

Shares redeemed upon conversion into class A

   (665,610 )      (6,032,775 )
    

  


Net decrease in shares outstanding

   (1,726,089 )    $ (15,639,476 )
    

  


Year ended February 28, 2005:

               

Shares sold

   989,686      $ 9,033,164  

Shares issued in reinvestment of dividends

   396,964        3,619,406  

Shares reacquired

   (4,240,698 )      (38,629,971 )
    

  


Net decrease in shares outstanding before conversion

   (2,854,048 )      (25,977,401 )

Shares redeemed upon conversion into class A

   (1,136,596 )      (10,434,525 )
    

  


Net decrease in shares outstanding

   (3,990,644 )    $ (36,411,926 )
    

  


Class C


             

Six months ended August 31, 2005:

               

Shares sold

   103,730      $ 938,375  

Shares issued in reinvestment of dividends

   17,271        156,626  

Shares reacquired

   (266,093 )      (2,411,377 )
    

  


Net decrease in shares outstanding

   (145,092 )    $ (1,316,376 )
    

  


Year ended February 28, 2005:

               

Shares sold

   206,233      $ 1,891,017  

Shares issued in reinvestment of dividends

   49,188        448,569  

Shares reacquired

   (1,166,421 )      (10,637,039 )
    

  


Net decrease in shares outstanding

   (911,000 )    $ (8,297,453 )
    

  


(a) Commencement of Operations

 

Dryden Government Income Fund, Inc.   27


Notes to Financial Statements

 

Cont’d

 

 

Class R


   Shares

     Amount

 

Six months ended August 31, 2005:

               

Shares sold

        $  

Shares issued in reinvestment of dividends

   5        47  

Shares reacquired

           
    

  


Net increase in shares outstanding

   5      $ 47  
    

  


May 17, 2004 through February 28, 2005(a):

               

Shares sold

   274      $ 2,500  

Shares issued in reinvestment of dividends

   6        52  

Shares reacquired

           
    

  


Net increase in shares outstanding

   280      $ 2,552  
    

  


Class Z


             

Six months ended August 31, 2005:

               

Shares sold

   1,426,869      $ 12,879,991  

Shares issued in reinvestment of dividends

   207,585        1,875,714  

Shares reacquired

   (1,549,177 )      (14,002,033 )
    

  


Net increase in shares outstanding

   85,277      $ 753,672  
    

  


Year ended February 28, 2005:

               

Shares sold

   5,015,428      $ 45,536,882  

Shares issued in reinvestment of dividends

   409,114        3,715,630  

Shares reacquired

   (3,744,445 )      (33,978,394 )
    

  


Net increase in shares outstanding

   1,680,097      $ 15,274,118  
    

  


 

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Financial Highlights

 

AUGUST 31, 2005   SEMIANNUAL REPORT

 

Dryden Government Income Fund, Inc.


Financial Highlights

 

(Unaudited)

 

     Class A

 
     Six Months Ended
August 31, 2005
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Period

   $ 9.04  
    


Income from investment operations:

        

Net investment income

     0.17  

Net realized and unrealized gain (loss) on investment transactions

     0.06  
    


Total from investment operations

     0.23  
    


Less Distributions:

        

Dividends from net investment income

     (0.18 )
    


Net asset value, end of period

   $ 9.09  
    


Total Investment Return(a):

     2.53 %

Ratios/Supplemental Data:

        

Net assets, end of period (000)

   $ 819,238  

Average net assets (000)

   $ 825,460  

Ratios to average net assets:

        

Expenses, including distribution fee and service (12b-1) fees(b)

     0.97 %(c)

Expenses, excluding distribution fee and service (12b-1) fees

     0.72 %(c)

Net investment income

     3.58 %(c)

For Class A, B, C, R and Z shares:

        

Portfolio turnover rate

     276 %(d)

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.
(b) The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .25 of 1% of the average daily net assets of the Class A shares.
(c) Annualized.
(d) Not Annualized.

 

See Notes to Financial Statements.

 

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Class A  
Year Ended February 28/29,  
2005     2004     2003     2002     2001  
                                     
$ 9.30     $ 9.47     $ 9.09     $ 8.94     $ 8.41  



 


 


 


 


                                     
  0.34       0.38       0.46       0.46       0.54  
  (0.22 )     (0.17 )     0.38       0.17       0.53  



 


 


 


 


  0.12       0.21       0.84       0.63       1.07  



 


 


 


 


                                     
  (0.38 )     (0.38 )     (0.46 )     (0.48 )     (0.54 )



 


 


 


 


$ 9.04     $ 9.30     $ 9.47     $ 9.09     $ 8.94  



 


 


 


 


  1.29 %     2.34 %     9.51 %     7.36 %     13.10 %
                                     
$ 830,603     $ 909,360     $ 1,046,220     $ 952,466     $ 845,525  
$ 854,446     $ 973,773     $ 990,018     $ 954,797     $ 810,113  
                                     
  0.95 %     0.98 %     0.94 %     0.98 %     1.00 %
  0.70 %     0.73 %     0.69 %     0.73 %     0.75 %
  4.09 %     3.95 %     4.73 %     5.43 %     6.25 %
                                     
  611 %     646 %     479 %     440 %     337 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   31


Financial Highlights

 

(Unaudited) Cont’d

 

 

     Class B

 
     Six Months Ended
August 31, 2005
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Period

   $ 9.06  
    


Income from investment operations:

        

Net investment income

     0.14  

Net realized and unrealized gain (loss) on investment transactions

     0.06  
    


Total from investment operations

     0.20  
    


Less Distributions:

        

Dividends from net investment income

     (0.15 )
    


Net asset value, end of period

   $ 9.11  
    


Total Investment Return(a):

     2.15 %

Ratios/Supplemental Data:

        

Net assets, end of period (000)

   $ 108,112  

Average net assets (000)

   $ 114,522  

Ratios to average net assets:

        

Expenses, including distribution fee and service (12b-1) fees

     1.72 %(b)

Expenses, excluding distribution fee and service (12b-1) fees

     0.72 %(b)

Net investment income

     2.83 %(b)

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.
(b) Annualized.

 

See Notes to Financial Statements.

 

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Class B  
Year Ended February 28/29,  
2005     2004     2003     2002     2001  
                                     
$ 9.31     $ 9.49     $ 9.09     $ 8.95     $ 8.41  



 


 


 


 


                                     
  0.27       0.32       0.41       0.41       0.49  
  (0.21 )     (0.18 )     0.40       0.16       0.54  



 


 


 


 


  0.06       0.14       0.81       0.57       1.03  



 


 


 


 


                                     
  (0.31 )     (0.32 )     (0.41 )     (0.43 )     (0.49 )



 


 


 


 


$ 9.06     $ 9.31     $ 9.49     $ 9.09     $ 8.95  



 


 


 


 


  0.65 %     1.50 %     9.11 %     6.62 %     12.58 %
                                     
$ 123,178     $ 163,800     $ 218,806     $ 153,685     $ 130,732  
$ 138,570     $ 192,823     $ 183,620     $ 134,237     $ 146,034  
                                     
  1.70 %     1.70 %     1.52 %     1.55 %     1.58 %
  0.70 %     0.73 %     0.69 %     0.73 %     0.75 %
  3.34 %     3.25 %     4.12 %     4.87 %     5.68 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   33


Financial Highlights

 

(Unaudited) Cont’d

 

 

     Class C

 
     Six Months Ended
August 31, 2005
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Period

   $ 9.06  
    


Income from investment operations:

        

Net investment income

     0.15  

Net realized and unrealized gain (loss) on investment transactions

     0.06  
    


Total from investment operations

     0.21  
    


Less Distributions:

        

Dividends from net investment income

     (0.16 )
    


Net asset value, end of period

   $ 9.11  
    


Total Investment Return(a):

     2.28 %

Ratios/Supplemental Data:

        

Net assets, end of period (000)

   $ 13,432  

Average net assets (000)

   $ 13,858  

Ratios to average net assets:

        

Expenses, including distribution fee and service (12b-1) fees(b)

     1.47 %(c)

Expenses, excluding distribution fee and service (12b-1) fees

     0.72 %(c)

Net investment income

     3.08 %(c)

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.
(b) The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .75 of 1% of the average daily net assets of the Class C shares.
(c) Annualized.

 

See Notes to Financial Statements.

 

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Class C  
Year Ended February 28/29,  
2005     2004     2003     2002     2001  
                                     
$ 9.31     $ 9.49     $ 9.09     $ 8.95     $ 8.41  



 


 


 


 


                                     
  0.29       0.34       0.41       0.42       0.50  
  (0.21 )     (0.18 )     0.40       0.16       0.54  



 


 


 


 


  0.08       0.16       0.81       0.58       1.04  



 


 


 


 


                                     
  (0.33 )     (0.34 )     (0.41 )     (0.44 )     (0.50 )



 


 


 


 


$ 9.06     $ 9.31     $ 9.49     $ 9.09     $ 8.95  



 


 


 


 


  0.90 %     1.72 %     9.20 %     6.71 %     12.67 %
                                     
$ 14,675     $ 23,572     $ 29,986     $ 18,405     $ 9,711  
$ 18,930     $ 27,705     $ 25,168     $ 13,454     $ 7,904  
                                     
  1.45 %     1.48 %     1.44 %     1.48 %     1.50 %
  0.70 %     0.73 %     0.69 %     0.73 %     0.75 %
  3.59 %     3.47 %     4.17 %     4.97 %     5.75 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   35


Financial Highlights

 

(Unaudited) Cont’d

 

     Class R

 
     Six Months Ended
August 31, 2005
    May 17, 2004(a)
Through
February 28, 2005
 

Per Share Operating Performance:

                

Net Asset Value, Beginning Of Period

   $ 9.05     $ 8.99  
    


 


Income from investment operations:

                

Net investment income

     0.16       0.25  

Net realized and unrealized gain on investment transactions

     0.06       0.10  
    


 


Total from investment operations

     0.22       0.35  
    


 


Less Distributions:

                

Dividends from net investment income

     (0.17 )     (0.29 )
    


 


Net asset value, end of period

   $ 9.10     $ 9.05  
    


 


Total Investment Return(b):

     2.42 %     3.89 %

Ratios/Supplemental Data:

                

Net assets, end of period (000)

   $ 2,596 (d)   $ 2,535 (d)

Average net assets (000)

   $ 2,557 (d)   $ 1,642 (d)

Ratios to average net assets:

                

Expenses, including distribution and service (12b-1) fees(c)

     1.22 %(e)     1.20 %(e)

Expenses, excluding distribution and service (12b-1) fees

     0.72 %(e)     0.70 %(e)

Net investment income

     3.34 %(e)     4.01 %(e)

(a) Commencement of operations.
(b) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.
(c) During the period, the Distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .50 of 1% on the average daily net assets of the Class R shares.
(d) Figure is actual and not rounded to the nearest thousand.
(e) Annualized.

 

See Notes to Financial Statements.

 

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This Page Intentionally Left Blank


Financial Highlights

 

(Unaudited) Cont’d

 

     Class Z

 
     Six Months Ended
August 31, 2005
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Period

   $ 9.02  
    


Income from investment operations:

        

Net investment income

     0.18  

Net realized and unrealized gain (loss) on investment transactions

     0.06  
    


Total from investment operations

     0.24  
    


Less Distributions:

        

Dividends from net investment income

     (0.19 )
    


Net asset value, end of period

   $ 9.07  
    


Total Investment Return(a):

     2.66 %

Ratios/Supplemental Data:

        

Net assets, end of period (000)

   $ 92,879  

Average net assets (000)

   $ 91,430  

Ratios to average net assets:

        

Expenses, including distribution and service (12b-1) fees

     0.72 %(b)

Expenses, excluding distribution and service (12b-1) fees

     0.72 %(b)

Net investment income

     3.83 %(b)

(a) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.
(b) Annualized.

 

See Notes to Financial Statements.

 

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Class Z  
Year Ended February 28/29,  
2005     2004     2003     2002     2001  
                                     
$ 9.28     $ 9.46     $ 9.07     $ 8.93     $ 8.40  



 


 


 


 


                                     
  0.36       0.41       0.48       0.49       0.56  
  (0.22 )     (0.18 )     0.39       0.16       0.53  



 


 


 


 


  0.14       0.23       0.87       0.65       1.09  



 


 


 


 


                                     
  (0.40 )     (0.41 )     (0.48 )     (0.51 )     (0.56 )



 


 


 


 


$ 9.02     $ 9.28     $ 9.46     $ 9.07     $ 8.93  



 


 


 


 


  1.54 %     2.48 %     9.79 %     7.61 %     13.39 %
                                     
$ 91,618     $ 78,619     $ 103,816     $ 78,642     $ 103,523  
$ 85,837     $ 97,237     $ 86,453     $ 94,143     $ 94,635  
                                     
  0.70 %     0.73 %     0.69 %     0.73 %     0.75 %
  0.70 %     0.73 %     0.69 %     0.73 %     0.75 %
  4.36 %     4.22 %     4.95 %     5.71 %     6.50 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   39


Approval of Advisory Agreements

 

 

The Board of Directors (the “Board”) of Dryden Government Income Fund (the “Fund”) oversees the management of the Fund, and, as required by law, determines annually whether to renew the Fund’s management agreement with Prudential Investments LLC (“PI”) and the Fund’s subadvisory agreement with Prudential Investment Management, Inc. (“PIM”). In considering the renewal of the agreements, the Board, including a majority of the Independent Directors, met on May 24, 2005 and June 23, 2005 and approved the renewal of the agreements through July 31, 2006, after concluding that renewal of the agreements was in the best interests of the Fund and its shareholders.

 

In advance of the meetings, the Board received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with their consideration. Among other things, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups. Peer Universes and Peer Groups are mutual funds grouped by investment style. The mutual funds included in each Peer Universe or Peer Group were objectively determined solely by Lipper Inc. (“Lipper”), an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles over one-year, three-year and five-year time periods ending December 31, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

 

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors they deemed relevant, including the nature, quality and extent of services provided, the performance of the Fund, the profitability of PI and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders. In their deliberations, the Directors did not identify any single factor that was dispositive and each Director attributed different weights to the various factors. In connection with their deliberations, the Board considered information provided by PI throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on May 24, 2005 and June 23, 2005.

 

The Directors determined that the overall arrangements between the Fund and PI, which serves as the Fund’s investment manager pursuant to a management agreement, and between PI and PIM, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PI, are fair and reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

 

Dryden Government Income Fund, Inc.    


Approval of Advisory Agreements (continued)

 

 

Several of the material factors and conclusions that formed the basis for the Directors’ reaching their determinations to approve the continuance of the agreements are separately discussed below.

 

Nature, Quality and Extent of Services

The Board received and considered information regarding the nature and extent of services provided to the Fund by PI and PIM. The Board considered the services provided by PI, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of recordkeeping, compliance, and other services to the Fund. With respect to PI’s oversight of the subadviser, the Board noted that PI’s Strategic Investment Research Group (“SIRG”), which is a business unit of PI, is responsible for monitoring and reporting to PI’s senior management on the performance and operations of the subadviser. The Board also considered that PI pays the salaries of all of the officers and non-independent Directors of the Fund. The Board also considered the investment subadvisory services provided by PIM, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures.

 

The Board reviewed the qualifications, backgrounds and responsibilities of PI’s senior management responsible for the oversight of the Fund and PIM, and also reviewed the qualifications, backgrounds and responsibilities of PIM’s portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PI’s and PIM’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PI and PIM. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (CCO) as to both PI and PIM. The Board noted that PIM is affiliated with PI.

 

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PI and the subadvisory services provided to the Fund by PIM, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PI and PIM under the management and subadvisory agreements.

 

Performance of Dryden Government Income Fund

The Board received and considered information about the Fund’s historical performance, noting that, for periods ending December 31, 2004, the Fund had achieved performance that was in the second quartile over the five-year period performance that was in the second quartile over the three-year period. This performance was in relation to the group of comparable funds in a Peer Universe. The

 

    Visit our website at www.jennisondryden.com


 

 

Board noted, however, that the Fund outperformed its benchmark index over the same time periods. The Board also noted that the Fund’s underperformance in comparison to the other mutual funds in the Peer Universe over a one-year period was the result of declining interest rates during a time when the Fund’s investments had relatively short durations and due to an underweight position in mortgages during 2004.

 

The Board considered the reasons why the Fund underperformed its peer universe over the one and three-year period and also noted the Fund’s outperformance of its benchmark over those same periods. In light of this, the Board concluded it was reasonable to approve the continuance of the management and subadvisory agreements, while continuing to monitor the Fund’s performance.

 

Fees and Expenses

The Board considered the management fee for the Fund as compared to the management fee charged by PI to other funds and accounts and the fee charged by other advisers to comparable mutual funds as provided by Lipper.

 

The Fund’s management fee of 0.499% ranked in the second quartile in its Peer Group. The Board accepted PI’s recommendation to contractually reduce PI’s management fee according to the following schedule: 0.50% on average daily net assets to $1 billion; 0.45% on average daily net assets above $1 billion to $2 billion; 0.35% on average daily net assets above $2 billion to $3 billion; 0.30% on average daily net assets exceeding $3 billion. The Board concluded that the management and subadvisory fees are reasonable.

 

Costs of Services and Profits Realized by PI

The Board was provided with information on the profitability of PI and its affiliates in serving as the Fund’s investment manager. The Board discussed with PI the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular investment manager, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the investment manager’s capital structure and cost of capital. The Board did not separately consider the profitability of the subadviser, an affiliate of PI, as its profitability was reflected in the profitability report for PI. Taking these factors into account, the Board concluded that the profitability of PI and its affiliates in relation to the services rendered was not unreasonable.

 

Dryden Government Income Fund, Inc.    


Approval of Advisory Agreements (continued)

 

 

Economies of Scale

The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase, but at the current level of assets the Fund does not realize the effect of those rate reductions. The Board received and discussed information concerning whether PI realizes economies of scale as the Fund’s assets grow beyond current levels. The Board took note that the Fund’s fee structure would result in benefits to Fund shareholders when (and if) assets reach the levels at which the fee rate is reduced. These benefits will accrue whether or not PI is then realizing any economies of scale.

 

Other Benefits to PI and PIM

The Board considered potential ancillary benefits that might be received by PI and PIM and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PI included transfer agency fees received by the Fund’s transfer agent (which is affiliated with PI), as well as reputational or other intangible benefits resulting from PI’s association with the Fund. The Board concluded that the potential benefits to be derived by PIM included those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and reputational benefits. The Board concluded that the benefits derived by PI and PIM were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

 

    Visit our website at www.jennisondryden.com


 

n  MAIL   n  TELEPHONE   n  WEBSITE

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102

  (800) 225-1852   www.jennisondryden.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s investment subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s (the Commission) website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2005, is available on the Fund’s website at www.jennisondryden.com and on the Commission’s website at www.sec.gov.

 

DIRECTORS
Linda W. Bynoe • David E.A. Carson • Robert F. Gunia • Robert E. La Blanc •
Douglas H. McCorkindale • Richard A. Redeker • Judy A. Rice • Robin B. Smith •
Stephen G. Stoneburn • Clay T. Whitehead

 

OFFICERS
Judy A. Rice, President • Robert F. Gunia, Vice President • Grace C. Torres, Treasurer and Principal Financial and Accounting Officer • Kathryn L. Quirk, Chief Legal Officer
Deborah A. Docs, Secretary • Jonathan D. Shain, Assistant Secretary • Maryanne Ryan, Anti-Money Laundering Compliance Officer • Lee D. Augsburger, Chief Compliance Officer

 

MANAGER   Prudential Investments LLC    Gateway Center Three
100 Mulberry Street
Newark, NJ 07102

INVESTMENT SUBADVISER   Prudential Investment
Management, Inc.
   Gateway Center Three
100 Mulberry Street
Newark, NJ 07102

DISTRIBUTOR   Prudential Investment
Management Services LLC
   Gateway Center Three
100 Mulberry Street
Newark, NJ 07102

CUSTODIAN

Through July 24, 2005

  State Street Bank
and Trust Company
   One Heritage Drive
North Quincy, MA 02171
Effective July 25, 2005   The Bank of New York    One Wall Street
New York, NY 10286

TRANSFER AGENT   Prudential Mutual Fund
Services LLC
   PO Box 8098
Philadelphia, PA 19176

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   KPMG LLP    345 Park Avenue
New York, NY 10154

FUND COUNSEL   Shearman & Sterling LLP    599 Lexington Avenue
New York, NY 10022

 

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus for the Fund contains this and other information about the Fund. An investor may obtain a prospectus by visiting our website at www.jennisondryden.com or by calling (800) 225-1852. The prospectus should be read carefully before investing.


 

E-DELIVERY
To receive your mutual fund documents on-line, go to www.icsdelivery.com/prudential/funds
and enroll. Instead of receiving printed documents by mail, you will receive notification via e-mail when new materials are available. You can cancel your enrollment or change your e-mail address at any time by clicking on the change/cancel enrollment option at the icsdelivery website address.

 

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, Dryden Government Income Fund, Inc., PO Box 13964, Philadelphia, PA 19176. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO SCHEDULE
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling (800) SEC-0330 (732-0330). The Fund will provide a full list of its portfolio holdings as of the end of each month on its website at www.jennisondryden.com approximately 30 days after the end of each calendar month.

 

Mutual Funds:

ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY   MAY LOSE VALUE   ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE


LOGO

 

 

Dryden Government Income Fund, Inc.            
   

Share Class

  A   B   C   R   Z    
   

NASDAQ

  PGVAX   PBGPX   PRICX   PGVAX   PGVZX    
   

CUSIP

  26243M103   26243M202   26243M301   26243M509   26243M400    
                             

MF128E2    IFS-A110265    Ed. 10/2005

 

 


Item 2 –

 

Code of Ethics – – Not required as this is not an annual filing.

Item 3 –

 

Audit Committee Financial Expert – Not applicable with semi-annual filing

Item 4 –

 

Principal Accountant Fees and Services – Not applicable with semi-annual filing.

Item 5 –

 

Audit Committee of Listed Registrants – Not applicable.

Item 6 –

 

Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 –

 

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.

Item 8 –

 

Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 9 –

 

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 10 –

 

Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 –

 

Controls and Procedures

   

(a)      It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

   

(b)      There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 –

 

Exhibits

   

(a)    (1)     Code of Ethics – Not applicable with semi-annual filing.

   

         (2)     Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

   

         (3)     Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

   

(b)    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Dryden Government Income Fund, Inc.

By (Signature and Title)*  

/s/ Deborah A. Docs


    Deborah A. Docs
    Secretary
Date  October 13, 2005

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title) *

 

/s/ Judy A. Rice


    Judy A. Rice
    President and Principal Executive Officer
Date  October 13, 2005
By (Signature and Title)*  

/s/ Grace C. Torres


    Grace C. Torres
    Treasurer and Principal Financial Officer
Date  October 13, 2005

* Print the name and title of each signing officer under his or her signature.