August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Command Money Fund
(File No. 811-3253)
Ladies and Gentlemen:
This Notice is filed on behalf of Command Money Fund pursuant
to the requirements of Rule 24f-2 under the Investment Company Act
of 1940.
1. Fiscal year for which notice is filed: 6/30/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of the beginning of the fiscal year 7/1/94:
None.
3. The number of shares registered during the fiscal year
ended 6/30/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
6/30/94: 12,308,417,273.
5. The number of shares sold during the fiscal year ended
6/30/94 in reliance upon Rule 24f-2: 12,308,417.273.
Pursuant to the requirements of Rule 24f-2, I have enclosed
the required opinion of counsel.
Yours truly,
S. Jane Rose
Secretary
SJR/jng
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 12,308,417,273 $12,308,417,273
Shares redeemed 12,359,357,691 $12,359,357,691
Net of sales for
calculation of fee (50,940,418) $ (50,940,418)
Fee at 1/29 of 1% $ -0-
August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Command Money Fund
Securities Act No. 2-73902
Investment Company Act No. 811-3253
Ladies and Gentlemen:
On behalf of Command Money Fund (the Fund) enclosed for
filing, under the Investment Company Act of 1940, are:
(1) The Rule 24f-2 Notice for the Fund; and
(2) Opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR
System.
If you have any questions relating to the foregoing, please
call the undersigned at (212) 214-3118.
Yours truly,
Domenick Pugliese
Assistant Secretary
DP/jng
Enclosures
Boston
August 29, 1994
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Command Money Fund
Rule 24f-2 Notice for
Fiscal Year Ended June 30, 1994
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Mas-
sachusetts law in connection with the Notice for the fiscal year
ended June 30, 1994 (the "Notice"), being filed pursuant to Rule
24f-2 promulgated by the Securities and Exchange Commission (the
"SEC") under the Investment Company Act of 1940, as amended, by
Command Money Fund (originally named "Eagle Trust"), a Massachu-
setts trust with transferable shares (the "Fund"), established un-
der a Declaration of Trust dated May 6, 1981, as amended January
29, 1982, and further amended and restated by an Amended and Re-
stated Declaration of Trust dated August 19, 1987 (as so amended,
and amended and restated, the "Declaration").
We have reviewed the actions taken by the Trustees of the
Fund to organize the Fund and to authorize the issuance and sale
of shares of beneficial interest, one cent ($.01) per share par
value, of the shares authorized by the Declaration (the "Shares").
In this connection we have examined the Declaration and the By-
laws of the Fund, the Notice, the Prospectus and Statement of Ad-
ditional Information included in the Fund's Registration Statement
on Form N-1A, certificates of Trustees and officers of the Fund
and of public officials as to matters of fact, and such other
documents and instruments, certified or otherwise identified to
our satisfaction, and such questions of law and fact, as we have
considered necessary or appropriate for purposes of the opinions
expressed herein. We have assumed the genuineness of the signa-
tures on, and the authenticity of, all documents furnished to us,
and the conformity to the originals of documents submitted to us
as copies, which facts we have not independently verified.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under the laws of Massachusetts:
1. The Fund is validly existing as a trust with transfer-
able shares of the type commonly called a Massachusetts
business trust.
2. The Fund is authorized to issue an unlimited number of
Shares; the Shares issued by the Fund during the fiscal
year ended June 30, 1994 (the "Issued Shares") have been
duly and validly authorized by all requisite action of
the Trustees of the Fund, and no action of the share-
holders of the Fund is required in such connection.
3. The Issued Shares have been validly and legally issued,
and all of the Issued Shares which remain outstanding at
the date hereof are fully paid and non-assessable by the
Fund.
With respect to the opinion stated in paragraph 3 above, we
wish to point out that the shareholders of a Massachusetts busi-
ness trust may under some circumstances be subject to assessment
at the instance of creditors to pay the obligations of such trust
in the event that its assets are insufficient for the purpose.
This letter expresses our opinions as to the provisions of
the Declaration and the laws of Massachusetts applying to business
trusts generally, but does not extend to the Massachusetts Securi-
ties Act, or to federal securities or other laws.
We hereby consent to the filing of this opinion with the SEC
in connection with the Notice. In giving such consent, we do not
thereby concede that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
SULLIVAN & WORCESTER
