October 27,
1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Municipal Series Fund
File No. 2-91216
Ladies and Gentlemen:
On behalf of Prudential Municipal Series Fund enclosed for filing
under the Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system.
If you have any questions relating to the foregoing, please call
the undersigned at (212) 214-1248.
Please acknowledge receipt via EDGAR.
Very truly yours,
/s/ Deborah A. Docs
DAD:lr Deborah A. Docs
Enclosures Assistant
Secretary
cc: Paul H. Dykstra
(Gardner, Carton & Douglas)
MSF-995.24F
October 27,
1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Municipal Series Fund
(File No. 2-91216)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Municipal Series Fund,
pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940.
1. Fiscal year end for which notice is filed: 8/31/95.
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, 9/1/94: None.
3. The number of shares registered during the fiscal year ended
8/31/95
other than pursuant to Rule 24f-2: 5,263,925.
4. The number of shares sold* during the fiscal year ended 8/31/95:
2,175,772,244.
5. The number of shares sold during the fiscal year ended 8/31/95 in
reliance upon Rule 24f-2: 2,175,772,244.
Pursuant to the requirements of Rule 24f-2, I have forwarded the
required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
SJR S. Jane Rose
Encls. Secretary
Calculation of Fee No. of Shares Dollar Amount
Shares sold* 2,175,772,244 $
2,304,048,227
Shares redeemed (2,098,305,376)
$(2,389,530,504) Net sales for calculation
of fee 77,466,868 $ (85,482,277)
Fee at 1/29 of 1% $ -0-
Boston
October 23, 1995
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Prudential Municipal Series Fund Rule 24f-2 Notice
for Fiscal
Year Ended August 31, 1995
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 (the "Notice") under the Investment
Company Act of 1940, as amended,
being filed for the fiscal year ended August 31, 1995 by Prudential
Municipal Series Fund (formerly
"Prudential-Bache Municipal Series Fund"), a trust with transferable
shares (the "Fund"), established
under Massachusetts law pursuant to a Declaration of Trust dated May
18, 1984 (the "Original Declara-
tion"), which, as theretofore amended, was amended and restated by an
Amended and Restated Decla-
ration of Trust (the "Amended and Restated Declaration") dated August
17, 1994 (the Original Declara-
tion, as amended and restated by the Amended and Restated Declaration,
is hereinafter referred to as the
"Declaration").
We have acted as counsel to the Fund in connection with the
execution and delivery of the
Amended and Restated Declaration, and in connection therewith we have
examined and are familiar with
the Original Declaration and the instruments amending, restating and
supplementing the same (including
the Amended and Restated Declaration), and 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, par value $.01 per share
(the "Shares"), of the several series authorized by the Declaration.
For purposes of this opinion, we also
have examined and are familiar with the Declaration, the Bylaws of the
Fund, the Notice, the most recent
forms of the Prospectus and the Statement of Additional 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
other matters of fact, 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 Massa-
chusetts law:
1. The Fund is validly existing as a trust with transferable
shares of the type commonly
called a Massachusetts business trust.
2. The Fund was authorized to issue an unlimited number of
Shares; the Shares of each
series issued by the Fund during the fiscal year ended August 31,
1995 (the "Issued Shares")
were duly and validly authorized by all requisite action of the
Trustees of the Fund, and no action
of shareholders of the Fund was required in such connection.
3. The Issued Shares were validly and legally issued by the
Fund, and all of the Issued
Shares which remained outstanding at August 31, 1995, were fully
paid and nonassessable by the
Fund.
With respect to the opinion stated in paragraph 3 above, we wish
to point out that the share-
holders 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 Massa-
chusetts applying to business trusts generally, but does not extend to
the Massachusetts Securities Act,
or to federal securities or other laws.
We hereby consent to the filing of this letter with the
Securities and Exchange Commission as
an exhibit to 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,
SULLIVAN & WORCESTER
(A REGISTERED LIMITED LIABILITY
PARTNERSHIP)
