February 23, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential IncomeVertibleR Fund, Inc.
(File No. 811-3067)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential IncomeVertibleR Fund, Inc.
pursuant to the requirements of Rule 24f-2 under the Investment Company Act of
1940.
1. Fiscal year for which notice is filed: 12/31/94.
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 but which remained unsold as of beginning
of the fiscal year, 1/1/94: None.
3. The number of shares registered during the fiscal year ended 12/31/94
other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal year ended 12/31/94:
12,862,564.
5. The number of shares sold during the fiscal year ended 12/31/94 in
reliance upon Rule 24f-2: 12,862,564.
Pursuant to the requirements of Rule 24f-2 there is enclosed the required
opinion of counsel.
Very truly yours,
/s/S. Jane Rose
S. Jane Rose
Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 12,862,564 $ 153,311,361
Shares redeemed (18,385,705) (220,452,101)
Net Sales for
calculation of fee (5,523,141) $(67,140,740)
Fee at 1/29 of 1% $ -0-
February 23, 1995
The Board of Directors
Prudential IncomeVertible Fund, Inc.
One Seaport Plaza
New York, New York 10292
Dear Sirs:
We refer to the filing by Prudential IncomeVertible Fund, Inc., a
Maryland corporation (the "Fund"), of a "Rule 24f-2 Notice" pursuant to Rule
24f-2 promulgated under the Investment Company Act of 1940, in which the Fund
reported sales during the fiscal year ended December 31, 1994 of 12,862,564
shares of the Fund's common stock (the "Shares").
We, as counsel to the Fund, have examined such documents and reviewed
such questions of law as we deemed necessary for the purposes of this opinion.
As to various questions of fact material to this opinion, we have relied upon
a certificate provided by the Treasurer of the Fund. On the basis of such
examination and review, we advise you that, in our opinion, the Shares have been
legally issued and are fully paid and nonassessable.
We consent to the filing of this opinion together with the Rule 24f-2
Notice referred to above. This consent is not to be construed as an admission
that we are a person whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/Fulbright & Jaworski
