<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 30, 1994
REGISTRATION NO. 2-91216
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 28 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 29 /X/
(Check appropriate box or boxes)
------------------------
PRUDENTIAL MUNICIPAL SERIES FUND
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/X/_60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a), of Rule 485.
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE. THE REGISTRANT WILL FILE A NOTICE UNDER SUCH RULE FOR
ITS FISCAL YEAR ENDING AUGUST 31, 1994 ON OR BEFORE OCTOBER 31, 1994.
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CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
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<S> <C> <C>
PART A
Item 1. Cover Page..................................................... Cover Page
Item 2. Synopsis....................................................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information................................ Fund Expenses; Financial Highlights; How the
Fund Calculates Performance
Item 4. General Description of Registrant.............................. Cover Page; Fund Highlights; How the Fund
Invests; General Information
Item 5. Management of the Fund......................................... Financial Highlights; How the Fund is Managed
Item 6. Capital Stock and Other Securities............................. Taxes, Dividends and Distributions; General
Information
Item 7. Purchase of Securities Being Offered........................... Shareholder Guide; How the Fund Values its
Shares
Item 8. Redemption or Repurchase....................................... Shareholder Guide; How the Fund Values its
Shares; General Information
Item 9. Pending Legal Proceedings...................................... Not Applicable
PART B
Item 10. Cover Page..................................................... Cover Page
Item 11. Table of Contents.............................................. Table of Contents
Item 12. General Information and History................................ General Information; Organization and
Capitalization
Item 13. Investment Objectives and Policies............................. Investment Objectives and Policies; Investment
Restrictions
Item 14. Management of the Fund......................................... Trustees and Officers; Manager; Distributor
Item 15. Control Persons and Principal Holders of Securities............ Not Applicable
Item 16. Investment Advisory and Other Services......................... Manager; Distributor; Custodian, Transfer and
Dividend Disbursing Agent and Independent
Accountants
Item 17. Brokerage Allocation and Other Practices....................... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities............................. Not Applicable
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered................................................ Purchase and Redemption of Fund Shares;
Shareholder Investment Account; Net Asset Value
Item 20. Tax Status..................................................... Distributions and Tax Information
Item 21. Underwriters................................................... Distributor
Item 22. Calculation of Performance Data................................ Performance Information
Item 23. Financial Statements........................................... Financial Statements
PART C
Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this
Post-Effective Amendment to the Registration Statement.
</TABLE>
<PAGE>
The Prospectuses of the Arizona Series, Florida Series, Georgia Series,
Maryland Series, Massachusetts Series, Michigan Series, Minnesota Series, New
Jersey Series, New York Series, North Carolina Series, Ohio Series and
Pennsylvania Series are incorporated herein by reference in their entirety from
Post-Effective Amendment No. 27 to Registrant's Registration Statement (File No.
2-91216) filed on May 12, 1994. The Prospectuses of the Connecticut Money Market
Series, the Massachusetts Money Market Series, the New Jersey Money Market
Series, the New York Income Series and the New York Money Market Series are
incorporated herein by reference in their entirety from Post-Effective Amendment
No. 26 to Registrant's Registration Statement (File 2-91216) filed on November
1, 1993. The Statement of Additional Information is incorporated herein by
reference in its entirety from Post-Effective Amendment No. 27 to Registrant's
Registration Statement (File No. 2-91216) filed on May 12, 1994.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS:
(1) Financial statements included in the Prospectuses constituting Part A
of this Registration Statement:
Financial Highlights.
(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:
Portfolio of Investments at August 31, 1993 and at February
28, 1994 (unaudited).
Statement of Assets and Liabilities at August 31, 1993 and
at February 28, 1994 (unaudited).
Statement of Operations for the year ended August 31, 1993
and the six months ended February 28, 1994 (unaudited).
Statement of Changes in Net Assets for the years ended
August 31, 1993 and 1992 and the six months ended February
28, 1994 (unaudited).
Notes to Financial Statements.
Financial Highlights.
Independent Auditors' Reports.
(B) EXHIBITS:
1. (a) Declaration of Trust of the Registrant, incorporated by
reference to Exhibit No. 1 to the Registration Statement on Form
N-1A filed May 18, 1984 (File No. 2-91216).
(b) Amendments to Declaration of Trust, incorporated by reference
to Exhibit No. 1(b) to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A filed December 28, 1989 (File
No. 2-91216).
(c) Certificate of Amendment of Declaration of Trust, incorporated
by reference to Exhibit No. 1(c) to Post-Effective Amendment No.
17 to the Registration Statement on Form N-1A filed April 23, 1991
(File No. 2-91216).
2. Restated By-Laws, incorporated by reference to Exhibit No. 2 to
Post-Effective Amendment No. 27 to the Registration Statement on
Form N-1A filed via EDGAR on May 12, 1994 (File No. 2-91216).
4. (a) Specimen receipt for shares of beneficial interest, $.01 par
value, of the Registrant (for Class B shares), incorporated by
reference to Exhibit No. 4 to Post-Effective Amendment No. 9 to
the Registration Statement on Form N-1A filed October 31, 1988
(File No. 2-91216).
(b) Specimen receipt for shares of beneficial interest, $.01 par
value, of the Registrant (for Class A shares), incorporated by
reference to Exhibit No. 4(b) to Post-Effective Amendment No. 13
to the Registration Statement on Form N-1A filed August 24, 1990
(File No. 2-91216).
(c) Specimen receipts for shares of beneficial interest of Florida
Series and New Jersey Money Market Series, incorporated by
reference to Exhibit No. 4(c) to Post-Effective Amendment No. 16
to the Registration Statement on Form N-1A filed December 3, 1990
(File No. 2-91216).
(d) Specimen receipts for shares of beneficial interest of
Connecticut Money Market Series and Massachusetts Money Market
Series, incorporated by reference to Exhibit No. 4(d) to
Post-Effective Amendment No. 19 to the Registration Statement on
Form N-1A filed May 10, 1991 (File No. 2-91216).
(e) Specimen receipt for shares of beneficial interest of New York
Income Series, incorporated by reference to Exhibit No. 4(e) to
Post-Effective Amendment No. 24 to the Registration Statement on
Form N-1A filed March 8, 1993 (File No. 2-91216).
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<PAGE>
(f) Specimen receipt for shares of beneficial interest of Florida
Series (for Class D Shares), incorporated by reference to Exhibit
No. 4(f) to Post-Effective Amendment No. 25 to the Registration
Statement on Form N-1A filed April 30, 1993 (File No. 2-91216).
5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit
No. 5(a) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed November 2, 1989 (File No. 2-91216).
(b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment Corporation,
incorporated by reference to Exhibit No. 5(b) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed
November 2, 1989 (File No. 2-91216).
6. (a) Distribution Agreement with respect to Class A shares between
the Registrant and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit No. 6(j) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed
via EDGAR on November 1, 1993 (File No. 2-91216).
(b) Distribution Agreement with respect to Class B shares between
the Registrant and Prudential Securities Incorporated,
incorporated by reference to Exhibit No. 6(k) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed
via EDGAR on November 1, 1993 (File No. 2-91216).
(c) Distribution Agreement with respect to Class D shares, between
the Registrant and Prudential Securities Incorporated,
incorporated by reference to Exhibit No. 6(i) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed
via EDGAR on November 1, 1993 (File No. 2-91216).
(d) Amended and Restated Distribution Agreement between the
Registrant (Connecticut Money Market Series, Massachusetts Money
Market Series, New Jersey Money Market Series, New York Money
Market Series) and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit No. 6(l) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed
via EDGAR on November 1, 1993 (File No. 2-91216).
(e) Form of Distribution Agreement for Class A shares,
incorporated by reference to Exhibit No. 6(e) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on May 12, 1994 (File No. 2-91216).
(f) Form of Distribution Agreement for Class B shares,
incorporated by reference to Exhibit No. 6(f) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on May 12, 1994 (File No. 2-91216).
(g) Form of Distribution Agreement for Class C shares,
incorporated by reference to Exhibit No. 6(g) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on May 12, 1994 (File No. 2-91216).
8. (a) Custodian Agreement between the Registrant and State Street
Bank and Trust Company, incorporated by reference to Exhibit No. 8
to Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A filed November 2, 1989 (File No. 2-91216).
(b) Custodian Agreement between the Registrant and State Street
Bank and Trust Company, incorporated by reference to Exhibit No.
8(b) to Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A filed August 24, 1990 (File No. 2-91216).
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference
to Exhibit No. 9 to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed November 2, 1989 (File
No. 2-91216).
11. Consent of Independent Accountants.*
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A filed August 29, 1984 (File No. 2-91216).
15. (a) Distribution and Service Plan between the Registrant (Class A
shares) and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit 15(h) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed
via EDGAR on November 1, 1993 (File No. 2-91216).
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(b) Distribution and Service Plan between the Registrant (Class B
shares) and Prudential Securities Incorporated, incorporated by
reference to Exhibit 15(i) to Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A filed via EDGAR on
November 1, 1993 (File No. 2-91216).
(c) Distribution and Service Plan between the Registrant (Class D
shares) and Prudential Securities Incorporated, incorporated by
reference to Exhibit 15(g) to Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A filed via EDGAR on
November 1, 1993 (File No. 2-91216).
(d) Distribution and Service Plan between the Registrant
(Connecticut Money Market Series, Massachusetts Money Market
Series, New Jersey Money Market Series, New York Money Market
Series) and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit 15(j) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed
via EDGAR on November 1, 1993 (File No. 2-91216).
(e) Form of Distribution and Service Plan for Class A shares,
incorporated by reference to Exhibit No. 15(e) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on May 12, 1994 (File No. 2-91216).
(f) Form of Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(f) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on May 12, 1994 (File No. 2-91216).
(g) Form of Distribution and Service Plan for Class C shares,
incorporated by reference to Exhibit No. 15(g) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on May 12, 1994 (File No. 2-91216).
16. (a) Schedule of Computation of Performance Information,
incorporated by reference to Exhibit No.16 to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed
November 2, 1989 (File No. 2-91216).
(b) Schedule of Computation of Performance Information of Class A
shares, incorporated by reference to Exhibit No. 16(b) to
Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A filed December 3, 1990 (File No. 2-91216).
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*Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of June 15, 1994, each series of the Fund had the following number of
record holders of shares of beneficial interest, $.01 par value per share:
Arizona Series, 123 record holders of Class A shares and 1,510 record holders of
Class B shares; Connecticut Money Market Series, 1,727 record holders; Florida
Series, 3,489 record holders of Class A shares and 250 record holders of Class D
shares; Georgia Series, 62 record holders of Class A shares and 699 record
holders of Class B shares; Maryland Series, 143 record holders of Class A shares
and 1,865 record holders of Class B shares; Massachusetts Series, 102 record
holders of Class A shares and 1,921 record holders of Class B shares;
Massachusetts Money Market Series, 1,356 record holders; Michigan Series, 212
record holders of Class A shares and 3,071 record holders of Class B shares;
Minnesota Series, 105 record holders of Class A shares and 1,430 record holders
of Class B shares; New Jersey Series, 842 record holders of Class A shares and
9,469 record holders of Class B shares; New Jersey Money Market Series, 5,517
record holders; New York Money Market Series, 8,412 record holders; New York
Series, 720 record holders of Class A shares and 11,669 record holders of Class
B shares; North Carolina Series, 105 record holders of Class A shares and 2,058
record holders of Class B shares; Ohio Series, 249 record holders of Class A
shares and 4,222 record holders of Class B shares; and Pennsylvania Series, 696
record holders of Class A shares and 11,187 record holders of Class B shares. As
of June 15, 1994, the New York Income Series did not have any record holders of
shares of beneficial interest.
ITEM 27. INDEMNIFICATION.
Article V, Section 5.1 of the Registrant's Declaration of Trust provides
that neither shareholders nor Trustees, officers, employees or agents shall be
subject to personal liability to any other person, except (with respect to
Trustees, officers, employees or agents) liability arising from bad faith,
willful misfeasance, gross negligence or reckless disregard of his of her
duties. Section 5.1 also provides that the Registrant will indemnify and hold
harmless each shareholder against all claims and all expenses reasonably related
thereto.
C-3
<PAGE>
As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, Trustees, employees and agents of the
Registrant will not be liable to the Registrant, any shareholder, officer,
Trustee, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
As permitted by Section 17(i) of the 1940 Act, pursuant to Section 9 or 10 of
each Distribution Agreement (Exhibit 6) to the Registration Statement), each
Distributor of the Registrant may be indemnified against liabilities which it
may incur, except liabilities arising from bad faith, gross negligence, willful
misfeasance or reckless disregard of duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to Trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such Trustee,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant has purchased an insurance policy insuring its officers and
Trustees against liabilities, and certain costs of defending claims against such
officers and Trustees, to the extent such officers and Trustees are not found to
have committed conduct constituting willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and Trustees under certain circumstances.
Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective obligations and duties
under the agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretations of Sections 17(h) and 17(i) of such Act
remain in effect and are consistently applied.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(a) Prudential Mutual Fund Management, Inc.
See "How the Fund is Managed--Manager" in the Prospectuses constituting Part
A of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1994).
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
----------------------------- ------------------------- -----------------------------------------------------------------
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Brendan D. Boyle Executive Vice President Executive Vice President, PMF; Senior Vice President, Prudential
and Director of Securities Incorporated (Prudential Securities)
Marketing
John D. Brookmeyer, Jr. Director Senior Vice President, The Prudential Insurance Company of
Two Gateway Center America (Prudential)
Newark, NJ 07102
Susan C. Cote Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential
Securities
</TABLE>
C-4
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<TABLE>
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NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
----------------------------- ------------------------- -----------------------------------------------------------------
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Fred A. Fiandaca Executive Vice President, Executive Vice President, Chief Operating Officer and Director,
Raritan Plaza One Chief Operating Officer PMF; Chairman, Chief Operating Officer and Director, Prudential
Edison, NJ 08847 and Director Mutual Fund Services, Inc.
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential
Securities
Frank W. Giordano Executive Vice President, Executive Vice President, General Counsel and Secretary, PMF:
General Counsel and Senior Vice President, Prudential Securities
Secretary
Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and Administrative
Chief Financial and Officer, Treasurer and Director, PMF; Senior Vice President,
Administrative Officer, Prudential Securities
Treasurer and Director
Eugene B. Heimberg Director Senior Vice President, Prudential; President, Director and Chief
Prudential Plaza Investment Officer, PIC
Newark, NJ 07102
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF
Leland B. Paton Director Executive Vice President, Director and Member of Operating
Committee, Prudential Securities; Director, Prudential
Securities Group, Inc. ("PSG")
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF; Executive
Executive Officer and Vice President, Director and Member of Operating Committee,
Director Prudential Securities; Director, PSG
S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant Secretary,
Senior Counsel and PMF; Senior Vice President and Senior Counsel, Prudential
Assistant Secretary Securities
Donald G. Southwell Director Senior Vice President, Prudential; Director, PSG
213 Washington Street
Newark, NJ 07102
</TABLE>
(b) Prudential Investment Corporation (PIC)
See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
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Martin A. Berkowitz Senior Vice President and Senior Vice President and Chief Financial and Compliance Officer,
Chief Financial and PIC; Vice President, Prudential
Compliance Officer
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102
Eugene B. Heimberg President, Director and President, Director and Chief Investment Officer, PIC; Senior
Chief Investment Officer Vice President, Prudential
Garnett L. Keith, Jr. Director Vice Chairman and Director, Prudential; Director, PIC
</TABLE>
C-5
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<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
----------------------------- ------------------------- -----------------------------------------------------------------
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William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102
James W. Stevens Executive Vice President Executive Vice President, Prudential; Executive Vice President,
Four Gateway Center PIC; Director, PSG
Newark, NJ 07102
Robert C. Winters Director Chairman of the Board and Chief Executive Officer, Prudential;
Director, PIC; Chairman of the Board and Director, PSG
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice President, PIC
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a)(i) Prudential Securities Incorporated
Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Intermediate Term Series), The Target Portfolio Trust, for
Class D shares of the Florida Series of the Prudential Municipal Series Fund and
for Class B shares of Prudential Adjustable Rate Securities, Inc., The BlackRock
Government Income Trust, Prudential California Municipal Fund (California Income
Series and California Series), Prudential Equity Fund, Inc., Prudential Equity
Income Fund, Prudential Flexifund, Prudential Global Fund, Inc.,
Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global Genesis
Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a Prudential
Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc. (d/b/a
Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a Prudential Growth Opportunity Fund),
Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High Yield Fund),
Prudential IncomeVertible-R- Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund (except Connecticut Money Market Series,
Massachusetts Money Market Series, New Jersey Money Market Series, New York
Money Market Series and Florida Series), Prudential-Bache National Municipals
Fund, Inc. (d/b/a Prudential National Municipals Fund), Prudential Pacific
Growth Fund, Inc., Prudential Short-Term Global Income Fund, Inc.,
Prudential-Bache Structured Maturity Fund, Inc. (d/b/a Prudential Structured
Maturity Fund), Prudential U.S. Government Fund, Prudential-Bache Utility Fund,
Inc. (d/b/a Prudential Utility Fund), Global Utility Fund, Inc. and
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund).
Prudential Securities is also a depositor for the following unit investment
trusts:
The Corporate Income Fund
Corporate Investment Trust Fund
Equity Income Fund
Government Securities Income Fund
International Bond Fund
Municipal Investment Trust
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
(ii) Prudential Mutual Fund Distributors, Inc.
Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential-Bache MoneyMart Assets (d/b/a Prudential MoneyMart Assets),
Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts
Money Market Series, New Jersey Money Market Series and New York Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
Special Money Market Fund, Inc. (d/b/a Prudential Special Money Market Fund),
Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential Tax-Free Money
Fund), and for Class A shares of Prudential Adjustable Rate Securities Fund,
Inc., Prudential Flexifund, The BlackRock Government Income Trust, Prudential
California Municipal Fund (California Income Series and California Series),
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Global
Fund, Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global
Genesis Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a
Prudential Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc.
(d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a
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<PAGE>
Prudential Growth Opportunity Fund), Prudential-Bache High Yield Fund, Inc.
(d/b/a Prudential High Yield Fund), Prudential IncomeVertible-R- Fund, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential Multi-Sector Fund,
Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (Arizona
Series, Florida Series, Georgia Series, Maryland Series, Massachusetts Series,
Michigan Series, Minnesota Series, New Jersey Series, North Carolina Series,
Ohio Series and Pennsylvania Series), Prudential-Bache National Municipals Fund,
Inc. (d/b/a Prudential National Municipals Fund), Prudential Pacific Growth
Fund, Inc., Prudential Short-Term Global Income Fund, Inc., Prudential-Bache
Structured Maturity Fund, Inc. (d/b/a Prudential Structured Maturity Fund),
Prudential U.S. Government Fund, Prudential-Bache Utility Fund, Inc. (d/b/a
Prudential Utility Fund), Global Utility Fund, Inc. and Nicholas-Applegate Fund,
Inc. (Nicholas-Applegate Growth Equity Fund).
(b)(i) Information concerning the officers and directors of Prudential
Securities Incorporated is set forth below.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
------------------------------------ ----------------------------------------------------------------- -----------------
<S> <C> <C>
Alan D. Hogan....................... Executive Vice President, Chief Administrative Officer and None
Director
Howard A. Knight.................... Executive Vice President, Director, Corporate Strategy and New None
Business Development
George A. Murray.................... Executive Vice President and Director None
John P. Murray...................... Executive Vice President and Director of Risk Management None
Leland B. Paton..................... Executive Vice President and Director None
Richard A. Redeker.................. Director Trustee
Hardwick Simmons.................... Chief Executive Officer, President and Director None
Lee Spencer......................... General Counsel, Executive Vice President and Director None
(ii) Information concerning the officers and directors of Prudential Mutual Fund Distributors, Inc. is set forth
below.
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
------------------------------------ ----------------------------------------------------------------- -----------------
<S> <C> <C>
Joanne Accurso-Soto................. Vice President None
Dennis Annarumma.................... Vice President, Assistant Treasurer and Assistant Comptroller None
Phyllis J. Berman................... Vice President None
Fred A. Fiandaca.................... President, Chief Executive Officer and Director None
Raritan Plaza One
Edison, NJ 08847
Stephen P. Fisher................... Vice President None
Frank W. Giordano................... Executive Vice President, General Counsel, Secretary and Director None
Robert F. Gunia..................... Executive Vice President, Director, Treasurer, Comptroller and Vice President
Director
Andrew J. Varley.................... Vice President None
Anita L. Whelan..................... Vice President and Assistant Secretary None
<FN>
------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated
person of the Registrant.
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171. The Prudential Investment Corporation, Prudential Plaza,
751 Broad Street, Newark, New Jersey, the Registrant, One Seaport Plaza, New
York, New York, and Prudential Mutual Fund Services, Inc., Raritan Plaza One,
Edison, New Jersey. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10)
and (11) and 31a-1(f) will be kept at Two Gateway Center, documents required by
Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and the remaining
accounts, books and other documents required by such other pertinent provisions
of Section 31(a) and the Rules promulgated thereunder will be kept by State
Street Bank and Trust Company and Prudential Mutual Fund Services, Inc.
C-7
<PAGE>
ITEM 31. MANAGEMENT SERVICES
Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed-- Distributor" in the
Prospectuses and under the captions "Manager" and "Distributor" in the Statement
of Additional Information, constituting Part A and Part B, respectively, of this
Registration Statement, Registrant is not a party to any management-related
service contract.
ITEM 32. UNDERTAKINGS
The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
C-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York, on this 30 day of June, 1994.
PRUDENTIAL MUNICIPAL SERIES FUND
By: /s/ LAWRENCE C. MCQUADE
-------------------------------
Lawrence C. McQuade, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
------------------------------------------------------ -------------------------------------------- --------------------
<C> <S> <C>
/s/ LAWRENCE C. MCQUADE
------------------------------------------- President and Trustee June 30, 1994
Lawrence C. McQuade
/s/ EDWARD D. BEACH
------------------------------------------- Trustee June 30, 1994
Edward D. Beach
/s/ EUGENE C. DORSEY
------------------------------------------- Trustee June 30, 1994
Eugene C. Dorsey
/s/ DELAYNE D. GOLD
------------------------------------------- Trustee June 30, 1994
Delayne D. Gold
/s/ HARRY A. JACOBS, JR.
------------------------------------------- Trustee June 30, 1994
Harry A. Jacobs, Jr.
/s/ THOMAS T. MOONEY
------------------------------------------- Trustee June 30, 1994
Thomas T. Mooney
/s/ THOMAS H. O'BRIEN
------------------------------------------- Trustee June 30, 1994
Thomas H. O'Brien
/s/ RICHARD A. REDEKER
------------------------------------------- Trustee June 30, 1994
Richard A. Redeker
/s/ NANCY HAYS TEETERS
------------------------------------------- Trustee June 30, 1994
Nancy Hays Teeters
/s/ SUSAN C. COTE
------------------------------------------- Treasurer and Principal Financial and June 30, 1994
Susan C. Cote Accounting Officer
</TABLE>
C-9
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
-------- ------------------------------------------------------- --------
<S> <C> <C>
1(a) Declaration of Trust of the Registrant, incorporated by
reference to Exhibit No. 1 to the Registration
Statement on Form N-1A filed May 18, 1984 (File No.
2-91216). --
1(b) Amendments to Declaration of Trust, incorporated by
reference to Exhibit No. 1(b) to Post-Effective
Amendment No. 12 to the Registration Statement on Form
N-1A filed December 28, 1989 (File No. 2-91216). --
1(c) Certificate of Amendment of Declaration of Trust,
incorporated by reference to Exhibit No. 1(c) to Post-
Effective Amendment No. 17 to the Registration
Statement on Form N-1A filed April 23, 1991 (File No.
2-91216). --
2 Restated By-Laws, incorporated by reference to Exhibit
No. 2 to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A filed via EDGAR on
May 12, 1994 (File No. 2-91216). --
4(a) Specimen receipt for shares of beneficial interest,
$.01 par value, of the Registrant (for Class B
shares), incorporated by reference to Exhibit No. 4 to
Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A filed October 31, 1988 (File
No. 2-91216). --
4(b) Specimen receipt for shares of beneficial interest,
$.01 par value, of the Registrant (for Class A
shares), incorporated by reference to Exhibit No. 4(b)
to Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A filed August 24, 1990 (File No.
2-91216). --
4(c) Specimen receipts for shares of beneficial interest of
Florida Series and New Jersey Money Market Series,
incorporated by reference to Exhibit No. 4(c) to
Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A filed December 3, 1990 (File
No. 2-91216). --
4(d) Specimen receipts for shares of beneficial interest of
Connecticut Money Market Series and Massachusetts
Money Market Series, incorporated by reference to
Exhibit No. 4(d) to Post-Effective Amendment No. 19 to
the Registration Statement on Form N-1A filed May 10,
1991 (File No. 2-91216). --
4(e) Specimen receipt for shares of beneficial interest of
New York Income Series, incorporated by reference to
Exhibit No. 4(e) to Post-Effective Amendment No. 24 to
the Registration Statement on Form N-1A filed March 8,
1993 (File No. 2-91216). --
4(f) Specimen receipt for shares of beneficial interest of
Florida Series (for Class D Shares), incorporated by
reference to Exhibit No. 4(f) to Post-Effective
Amendment No. 25 to the Registration Statement on Form
N-1A filed April 30, 1993 (File No. 2-91216). --
5(a) Management Agreement between the Registrant and
Prudential Mutual Fund Management, Inc., incorporated
by reference to Exhibit No. 5(a) to Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A filed November 2, 1989 (File No. 2-91216). --
5(b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment
Corporation, incorporated by reference to Exhibit No.
5(b) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed November 2,
1989 (File No. 2-91216). --
6(a) Distribution Agreement with respect to Class A shares
between the Registrant and Prudential Mutual Fund
Distributors, Inc., incorporated by reference to
Exhibit No. 6(j) to Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A filed via
EDGAR on November 1, 1993 (File No. 2-91216). --
6(b) Distribution Agreement with respect to Class B shares
between the Registrant and Prudential Securities
Incorporated, incorporated by reference to Exhibit No.
6(k) to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A filed via EDGAR on
November 1, 1993 (File No. 2-91216). --
6(c) Distribution Agreement with respect to Class D shares,
between the Registrant and Prudential Securities
Incorporated, incorporated by reference to Exhibit No.
6(i) to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A filed via EDGAR on
November 1, 1993 (File No. 2-91216). --
6(d) Amended and Restated Distribution Agreement between the
Registrant (Connecticut Money Market Series,
Massachusetts Money Market Series, New Jersey Money
Market Series, New York Money Market Series) and
Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit No. 6(l) to Post-
Effective Amendment No. 26 to the Registration
Statement on Form N-1A filed via EDGAR on November 1,
1993 (File No. 2-91216). --
6(e) Form of Distribution Agreement for Class A shares,
incorporated by reference to Exhibit No. 6(e) to Post-
Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-91216). --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
-------- ------------------------------------------------------- --------
<S> <C> <C>
6(f) Form of Distribution Agreement for Class B shares,
incorporated by reference to Exhibit No. 6(f) to Post-
Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-91216). --
6(g) Form of Distribution Agreement for Class C shares,
incorporated by reference to Exhibit No. 6(g) to Post-
Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-91216). --
8(a) Custodian Agreement between the Registrant and State
Street Bank and Trust Company, incorporated by
reference to Exhibit No. 8 to Post-Effective Amendment
No. 10 to the Registration Statement on Form N-1A
filed November 2, 1989 (File No. 2-91216). --
8(b) Custodian Agreement between the Registrant and State
Street Bank and Trust Company, incorporated by
reference to Exhibit No. 8(b) to Post-Effective
Amendment No. 13 to the Registration Statement on Form
N-1A filed August 24, 1990 (File No. 2-91216). --
9 Transfer Agency and Service Agreement between the
Registrant and Prudential Mutual Fund Services, Inc.,
incorporated by reference to Exhibit No. 9 to
Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed November 2, 1989 (File
No. 2-91216). --
11 Consent of Independent Accountants.* --
13 Purchase Agreement, incorporated by reference to
Exhibit No. 13 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed August 29,
1984 (File No. 2-91216). --
15(a) Distribution and Service Plan between the Registrant
(Class A shares) and Prudential Mutual Fund
Distributors, Inc., incorporated by reference to
Exhibit 15(h) to Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A filed via
EDGAR on November 1, 1993 (File No. 2-91216). --
15(b) Distribution and Service Plan between the Registrant
(Class B shares) and Prudential Securities
Incorporated, incorporated by reference to Exhibit
15(i) to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A filed via EDGAR on
November 1, 1993 (File No. 2-91216). --
15(c) Distribution and Service Plan between the Registrant
(Class D shares) and Prudential Securities
Incorporated, incorporated by reference to Exhibit
15(g) to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A filed via EDGAR on
November 1, 1993 (File No. 2-91216). --
15(d) Distribution and Service Plan between the Registrant
(Connecticut Money Market Series, Massachusetts Money
Market Series, New Jersey Money Market Series, New
York Money Market Series) and Prudential Mutual Fund
Distributors, Inc., incorporated by reference to
Exhibit 15(j) to Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A filed via
EDGAR on November 1, 1993 (File No. 2-91216). --
15(e) Form of Distribution and Service Plan for Class A
shares, incorporated by reference to Exhibit No. 15(e)
to Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994
(file No. 2-91216). --
15(f) Form of Distribution and Service Plan for Class B
shares, incorporated by reference to Exhibit No. 15(f)
to Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-91216). --
15(g) Form of Distribution and Service Plan for Class C
shares, incorporated by reference to Exhibit No. 15(g)
to Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-91216). --
16(a) Schedule of Computation of Performance Information,
incorporated by reference to Exhibit No.16 to Post-
Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed November 2, 1989 (File
No. 2-91216). --
16(b) Schedule of Computation of Performance Information of
Class A shares, incorporated by reference to Exhibit
No. 16(b) to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A filed December 3,
1990 (File No. 2-91216). --
<FN>
--------------
*Filed herewith.
</TABLE>
<PAGE>
Exhibit 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 28 to Registration
Statement No. 2-91216 of Prudential Municipal Series Fund of our reports dated
October 20, 1993, appearing in the Statement of Additional Information, which is
incorporated by reference in such Registration Statement, and to the references
to us under the headings "Financial Highlights" in the Prospectuses, which are
incorporated by reference in such Registration Statement, and "Custodian,
Transfer and Dividend Disbursing Agent and Independent Accountants" in the
Statement of Additional Information.
Deloitte & Touche
New York, New York
June 30, 1994
