January 23, 1995
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: 11/30/94.
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 (12/1/93): None.
3. The number of shares registered during the fiscal year
ended 11/30/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
11/30/94: 3,594,209,369.
5. The number of shares sold during the fiscal year ended
11/30/94 in reliance upon Rule 24f-2: 3,594,209,369.
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 3,594,209,369 $3,673,307,816
Shares redeemed (3,894,913,793) (4,053,049,280)
Net sales for calculation
of fee (300,704,424) (379,741,464)
Fee at 1/29 of 1% $ -0-
Very truly yours,
S. Jane Rose
Secretary
SJR/rb
Enclosure
Boston
January 23, 1995
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, 1994
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts
law in connection with the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, (the "Notice"), for the fiscal year ended
November 30, 1994, being filed by Prudential Government Securities Trust
(formerly "Prudential-Bache Government Securities Trust," and originally,
"Chancellor Government Securities Trust"), a trust with transferable shares
(the "Trust"), established under Massachusetts law pursuant to a Declaration
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 November 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 Declaration, the By-laws of the Trust, the Notice, the most recent
forms of the Prospectuses and the Statement of Additional Information included
in the Trust's Registration Statement on Form N-1A, certificates 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 officers of the Trust and of public officials as
to other 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 signatures
on, and the authenticity of, all documents furnished to us, and the conformity
to the originals of documents submitted 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 the laws of Massachusetts:
1. The Trust is validly existing as a trust with transferable 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, 1994 (the "Issued Shares") were duly and validly
authorized by all requisite action of the Trustees of the Trust, and
no action 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 Massachusetts applying 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
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