January 24, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Government Securities Trust
Registration Statement on Form N-1A (File No. 2-74139)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Government
Securities Trust, pursuant to the requirements of Rule 24f-2 under
the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 11/30/93.
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 (12/1/92): None.
3. The number of shares registered during the fiscal year
ended 11/30/93 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
11/30/93: 3,961,530,850.
5. The number of shares sold during the fiscal year ended
11/30/93 in reliance upon Rule 24f-2: 3,961,530,850.
Pursuant to the requirements of Rule 24f-2, enclosed please
find the required opinion of counsel.
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 3,961,530,850 $4,132,443,794
Shares redeemed (4,048,771,990) (4,198,201,025)
Net sales for calculation
of fee (87,241,140) (65,757,231)
Fee at 1/29 of 1% $ -0-
Very truly yours,
S. Jane Rose
Secretary
SJR/cm
Enclosure
Boston
January 24, 1994
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Prudential Government Securities Trust
Rule 24f-2 Notice for Fiscal Year
Ended November 30, 1993
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massa-
chusetts law in connection with the Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, (the "No-
tice"), for the fiscal year ended November 30, 1993, being filed by
Prudential Government Securities Trust (formerly "Prudential-Bache
Government Securities Trust," and originally, "Chancellor Govern-
ment Securities Trust"), a trust with transferable shares (the
"Trust"), established under Massachusetts law pursuant to a Decla-
ration of Trust dated September 22, 1981, as amended and restated
by an instrument dated September 6, 1988, and further amended by a
Certificate of Establishment and Designation of Series dated Novem-
ber 1, 1990, and by a Certificate of Amendment dated March 1, 1991
(as so restated and further amended, the "Declaration").
We have reviewed the actions taken by the Trustees of the
Trust to organize the Trust and to authorize the issuance and sale
of shares of beneficial interest of the Trust ("Shares"), and to
designate the three separate series of Shares (the Money Market
Series, the Intermediate Term Series and the U.S. Treasury Money
Market Series) which have been issued by the Trust to date. In
this connection we have examined and are familiar with the Declara-
tion, the By-laws of the Trust, the Notice, the most recent forms
of the Prospectuses and the Statement of Additional Information in-
cluded in the Trust's Registration Statement on Form N-1A, certifi-
cates of officers of the Trust as to the actions of the Trustees to
organize the Trust and to authorize the issuance of Shares and the
designation of series of Shares, certificates of Trustees and offi-
cers of the Trust and of public officials as to other matters of
fact, and such other documents and instruments, certified or other-
wise 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 signatures on, and the authenticity of, all documents fur-
nished to us, and the conformity to the originals of documents sub-
mitted to us as copies, which we have not independently verified.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under Massachusetts law:
1. The Trust is validly existing as a trust with transfer-
able shares of the type commonly called a Massachusetts
business trust.
2. The Trust is authorized to issue an unlimited number of
Shares; the Shares of each series issued by the Trust
during the fiscal year ended November 30, 1993 (the "Is-
sued Shares") were duly and validly authorized by all
requisite action of the Trustees of the Trust, and no ac-
tion of shareholders of the Trust was required in such
connection.
3. The Issued Shares were 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
Trust.
With respect to the opinion stated in paragraph 3 above, we
wish to point out that the shareholders of a Massachusetts business
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 The Commonwealth of Massachusetts ap-
plying to business trusts generally, but does not extend to the
Massachusetts Securities Act, or to federal securities or other
laws.
We consent to your filing this opinion with the Securities and
Exchange Commission in connection with the filing of the Notice,
but 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,
/s SULLIVAN & WORCESTER
SULLIVAN & WORCESTER
