<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 22, 1996
SECURITIES ACT REGISTRATION NO. 2-91216
INVESTMENT COMPANY ACT REGISTRATION NO. 811-4023
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 34 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 35 /X/
(Check appropriate box or boxes)
------------------------
PRUDENTIAL MUNICIPAL SERIES FUND
(Exact name of registrant as specified in charter)
GATEWAY CENTER THREE,
NEWARK, NEW JERSEY 07102
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 367-7530
S. JANE ROSE, ESQ.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102
(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)
/X/ on December 2, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
Pursuant to rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of its shares of beneficial
interest, $.01 par value per share. The Registrant filed a notice for its
fiscal year ended August 31, 1996 on October 29, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- --------------------------------------------------------------------------- ------------------------------------------------
<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 5A. Management's Discussion of Fund Performance.................... Financial Highlights
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 Purchase and Redemption of Fund Shares;
Being Offered................................................ 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>
PRUDENTIAL MUNICIPAL SERIES FUND
(MASSACHUSETTS SERIES)
(CLASS Z SHARES)
- --------------------------------------------------------------------------------
PROSPECTUS DATED DECEMBER 2, 1996
- ----------------------------------------------------------------
Prudential Municipal Series Fund (the "Fund") (Massachusetts Series) (the
"Series") is one of fourteen series of an open-end, management investment
company, or mutual fund. This Series is diversified and is designed to provide
the maximum amount of income that is exempt from Massachusetts state and federal
income taxes consistent with the preservation of capital and, in conjunction
therewith, the Series may invest in debt securities with the potential for
capital gain. The net assets of the Series are invested in obligations within
the four highest ratings of Moody's Investors Service, Standard & Poor's Ratings
Group or another nationally recognized statistical rating organization or in
unrated obligations which, in the opinion of the Fund's investment adviser, are
of comparable quality. Subject to the limitations described herein, the Series
may utilize derivatives, including buying and selling futures contracts and
options thereon for the purpose of hedging its portfolio securities. There can
be no assurance that the Series' investment objective will be achieved. See "How
the Fund Invests-- Investment Objective and Policies." The Fund's address is
Gateway Center Three, Newark, New Jersey 07102, and its telephone number is
(800) 225-1852.
- --------------------------------------------------------------------------------
Class Z shares are offered exclusively for sale to a limited group of investors.
Only Class Z shares are offered through this Prospectus. The Series also offers
Class A, Class B and Class C shares through the attached Prospectus dated
November 1, 1996 (the Retail Class Prospectus), which is a part hereof.
- --------------------------------------------------------------------------------
This Prospectus sets forth concisely the information about the Fund and the
Massachusetts Series that a prospective investor should know before investing.
Additional information about the Fund has been filed with the Securities and
Exchange Commission in a Statement of Additional Information dated November 1,
1996, which information is incorporated herein by reference (is legally
considered a part of this Prospectus) and is available without charge upon
request to the Fund at the address or telephone number noted above.
- --------------------------------------------------------------------------------
INVESTORS ARE ADVISED TO READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE
REFERENCE.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
- --------------------------------------------------------------------------------
FUND EXPENSES
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES CLASS Z SHARES
----------------
<S> <C>
Maximum Sales Load Imposed on Purchases......................................................... None
Maximum Deferred Sales Load..................................................................... None
Maximum Sales Load Imposed on Reinvested Dividends.............................................. None
Redemption Fees................................................................................. None
Exchange Fee.................................................................................... None
<CAPTION>
ANNUAL FUND OPERATING EXPENSES* CLASS Z SHARES
----------------
<S> <C>
(as a percentage of average net assets)
Management Fees (Before Waiver)................................................................. .50%
12b-1 Fees...................................................................................... None
Other Expenses.................................................................................. .51%
----------------
Total Fund Operating Expenses (Before Waiver)................................................... 1.01%
----------------
----------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each time period:....................................... $ 10 $ 32 $ 56 $ 124
The above example is based on expenses expected to have been incurred if Class Z shares had been in existence
throughout the fiscal year ended August 31, 1996. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of this table is to assist investors in understanding the various costs and expenses that an investor
in Class Z shares of the Massachusetts Series will bear, whether directly or indirectly. For more complete
descriptions of the various costs and expenses, see "How the Fund is Managed." "Other Expenses" includes
operating expenses of the Series, such as Trustees' and professional fees, registration fees, reports to
shareholders and transfer agency and custodian fees.
</TABLE>
- ------------
*Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended August 31, 1996,
without taking into account the management fee waiver. At the current level of
management fee waiver (.05% of 1), Management Fees would be .45% and Total
Fund Operating Expenses would be .96% of average net assets of the Series'
Class Z shares.
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR"
IN THE RETAIL CLASS PROSPECTUS:
Prudential Securities Incorporated (Prudential Securities) serves as the
Distributor of Class Z shares and incurs the expenses of distributing the
Series' Class Z shares under a Distribution Agreement with the Fund, none of
which is reimbursed by or paid for by the Series.
THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND
DISTRIBUTIONS--TAXATION OF SHAREHOLDERS" IN THE RETAIL CLASS PROSPECTUS:
The Fund has obtained opinions of counsel to the effect that neither (i) the
conversion of Class B shares into Class A shares nor (ii) the exchange of any
class of the Series' shares for any other class of its shares constitutes a
taxable event for federal income tax purposes. However, such opinions are not
binding on the Internal Revenue Service.
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION UNDER "SHAREHOLDER
GUIDE--HOW TO BUY SHARES OF THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR
SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shares of the Series are available for purchase by participants in
any fee-based program sponsored by Prudential Securities or its affiliates which
includes mutual funds as investment options and for which the Series is an
available option.
In connection with the sale of Class Z shares, the Manager, the Distributor
or one of their affiliates may pay dealers, financial advisers and other persons
which distribute shares a finders' fee based on a percentage of the net asset
value of shares sold by such persons.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE
YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shareholders of the Series may exchange their Class Z shares for
Class Z shares of another Series or other Prudential Mutual Funds on the basis
of relative net asset value. Shareholders who qualify to purchase Class Z shares
(other than participants in any fee-based program) will have their Class B and
Class C shares which are not subject to contingent deferred sales charges and
their Class A shares exchanged for Class Z shares on a quarterly basis.
Participants in any fee-based program for which the Series is an available
option will have their Class A shares, if any, exchanged for Class Z shares when
they elect to have those assets become a part of the fee-based program. Upon
leaving the program (whether voluntarily or not), such Class Z shares (and, to
the extent provided for in the program, Class Z shares acquired through
participation in the program) will be exchanged for Class A shares at net asset
value. See "Shareholder Guide--How to Exchange Your Shares--Special Exchange
Privilege."
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
<PAGE>
No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus, in connection with the offer contained herein, and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Fund or the Distributor. This Prospectus does not
constitute an offer by the Fund or by the Distributor to sell or a solicitation
of any offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such jurisdiction.
-------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
FUND HIGHLIGHTS......................... 2
Risk Factors and Special
Characteristics...................... 2
FUND EXPENSES........................... 4
FINANCIAL HIGHLIGHTS.................... 5
HOW THE FUND INVESTS.................... 8
Investment Objective and Policies..... 8
Other Investments and Policies........ 12
Investment Restrictions............... 13
HOW THE FUND IS MANAGED................. 13
Manager............................... 13
Distributor........................... 14
Portfolio Transactions................ 16
Custodian and Transfer and Dividend
Disbursing Agent..................... 16
HOW THE FUND VALUES ITS SHARES.......... 17
HOW THE FUND CALCULATES PERFORMANCE..... 17
TAXES, DIVIDENDS AND DISTRIBUTIONS...... 18
GENERAL INFORMATION..................... 20
Description of Shares................. 20
Additional Information................ 21
SHAREHOLDER GUIDE....................... 21
How to Buy Shares of the Fund......... 21
Alternative Purchase Plan............. 22
How to Sell Your Shares............... 24
Conversion Feature--Class B Shares.... 27
How to Exchange Your Shares........... 28
Shareholder Services.................. 29
THE PRUDENTIAL MUTUAL FUND FAMILY....... A-1
</TABLE>
- -------------------------------------------
MF119Z 44404AW
CUSIP No.: Class Z:
PROSPECTUS
DECEMBER 2,
1996
Prudential
Municipal
Series Fund
- -------------------
Massachusetts Series
(Class Z Shares)
[LOGO]
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
(MASSACHUSETTS SERIES)
Supplement dated December 2, 1996 to
Statement of Additional Information dated
November 1, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND SHARES"
IN THE STATEMENT OF ADDITIONAL INFORMATION:
Shares of each series of the Fund, other than the money market series, may
be purchased at a price equal to the next determined net asset value per share
plus a sales charge which, at the election of the investor, may be imposed
either (i) at the time of purchase (Class A shares) or (ii) on a deferred basis
(Class B or Class C shares). Class Z shares are offered to a limited group of
investors at net asset value without any sales charges. See "Shareholder
Guide--How to Buy Shares of the Fund" in each series' Prospectus.
SPECIMEN PRICE MAKE-UP
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold with a maximum sales charge of 3% and Class
B*, Class C* and Class Z** shares are sold at net asset value. Using the
Massachusetts Series' net asset value at August 31, 1996, the maximum offering
price of the Series' shares is as follows:
<TABLE>
<S> <C>
CLASS A
Net asset value and redemption price per Class A share................................. $ 11.54
Maximum sales charge (3% of offering price)............................................ .36
-----------
Offering price to public............................................................... $ 11.90
-----------
-----------
CLASS B
Net asset value, offering price and redemption price per Class B share*................ $ 11.53
-----------
-----------
CLASS C
Net asset value, offering price and redemption price per Class C share*................ $ 11.53
-----------
-----------
CLASS Z
Net asset value, offering price and redemption price per Class Z share**............... $ 11.54
-----------
-----------
</TABLE>
- ------------------------
* Class B and Class C shares are subject to a contingent deferred sales charge
on certain redemptions. See "Shareholder Guide--How to Sell Your
Shares--Contingent Deferred Sales Charges" in the Prospectus.
**Class Z shares did not exist at August 31, 1996.
MF116C-2
<PAGE>
The Prospectuses of the Connecticut Money Market Series, the Florida Series,
the Hawaii Income Series, the Maryland Series, the Massachusetts Series, the
Massachusetts Money Market Series, the Michigan Series, the New Jersey Series,
the New Jersey Money Market Series, the New York Series, the New York Income
Series, the New York Money Market Series, the North Carolina Series, the Ohio
Series and the Pennsylvania Series are incorporated by reference in their
entirety from Post-Effective Amendment No. 33 to the Registration Statement on
Form N-1A (File No. 2-91216) filed on October 31, 1996. The Statement of
Additional Information of Prudential Municipal Series Fund is incorporated by
reference in its entirety from the filing on November 6, 1996 pursuant to Rule
497 under the Securities Act of 1933, as amended (File No. 2-91216).
This Registration Statement is not intended to amend any Prospectus dated
November 1, 1996 referred to above, except that of the Massachusetts Series, nor
the Statement of Additional Information dated November 1, 1996 referred to
above, except to the extent indicated, each of which shall remain in full force
and effect.
<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, 1996.
Statement of Assets and Liabilities at August 31, 1996.
Statement of Operations for the year ended August 31, 1996.
Statement of Changes in Net Assets for the years ended
August 31, 1996 and 1995.
Notes to Financial Statements.
Financial Highlights.
Independent Auditors' Reports.
(B) EXHIBITS:
1. (a) Amended and Restated Declaration of Trust of the Registrant,
incorporated by reference to Exhibit No. 1(a) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed via
EDGAR on December 28, 1994 (File No. 2-91216).
(b) Amended Certificate of Designation.*
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).
(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).
C-1
<PAGE>
(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) 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(a) to Post-Effective Amendment No. 33 to
the Registration Statement on Form N-1A filed via EDGAR on October 31,
1996 (File No. 2-91216).
(b) Amendment to Distribution Agreements, incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 33 to the
Registration Statement on Form N-1A filed via EDGAR on October 31,
1996 (File No. 2-91216).
(c) Amended and Restated Distribution Agreement, incorporated by
reference to Exhibit No. 6(c) to Post-Effective Amendment No. 33 to
the Registration Statement on Form N-1A filed via EDGAR on October 31,
1996 (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 D
shares) and Prudential Securities Incorporated, incorporated by
reference to Exhibit No. 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).
(b) 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
No. 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).
(c) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit No. 15(c) to Post-Effective Amendment No. 30 to
the Registration Statement on Form N-1A filed via EDGAR on December
28, 1994 (File No. 2-91216).
(d) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit No. 15(d) to Post-Effective Amendment No. 30 to
the Registration Statement on Form N-1A filed via EDGAR on December
28, 1994 (File No. 2-91216).
(e) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit No. 15(e) to Post-Effective Amendment No. 30 to
the Registration Statement on Form N-1A filed via EDGAR on December
28, 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).
17. Financial Data Schedules, incorporated by reference to Exhibit No.
17 to Post-Effective Amendment No. 33 to the Registration Statement on
Form N-1A filed via EDGAR on October 31, 1996 (File No. 2-91216).
C-2
<PAGE>
18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to
Post-Effective Amendment No. 33 to the Registration Statement on Form
N-1A filed via EDGAR on October 31, 1996 (File No. 2-91216).
- ------------------------
*Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of October 4, 1996, each series of the Fund had the following number of
record holders of shares of beneficial interest, $.01 par value per share:
Connecticut Money Market Series, 1,761 record holders; Florida Series, 2,376
record holders of Class A shares, 378 record holders of Class B shares and 198
record holders of Class C shares; Hawaii Income Series, 78 record holders of
Class A shares, 301 record holders of Class B shares and 62 record holders of
Class C shares; Maryland Series, 893 record holders of Class A shares, 823
record holders of Class B shares and 8 record holders of Class C shares;
Massachusetts Series, 949 record holders of Class A shares, 939 record holders
of Class B shares and 6 record holders of Class C shares; Massachusetts Money
Market Series, 1,177 record holders; Michigan Series, 1,315 record holders of
Class A shares, 1,565 record holders of Class B shares and 7 record holders of
Class C shares; New Jersey Series, 3,029 record holders of Class A shares, 6,160
record holders of Class B shares and 55 record holders of Class C shares; New
Jersey Money Market Series, 5,140 record holders; New York Money Market Series,
7,989 record holders; New York Series, 5,902 record holders of Class A shares,
5,556 record holders of Class B shares and 31 record holders of Class C shares;
North Carolina Series, 910 record holders of Class A shares, 1,074 record
holders of Class B shares and 7 record holders of Class C shares; Ohio Series,
2,050 record holders of Class A shares, 2,144 record holders of Class B shares
and 7 record holders of Class C shares; and Pennsylvania Series, 3,570 record
holders of Class A shares, 7,592 record holders of Class B shares and 34 record
holders of Class C shares. As of October 4, 1996, 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.
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), the
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.
C-3
<PAGE>
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
LLC (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 LLC
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).
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 Gateway Center Three, Newark, NJ 07102.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ----------------------------- ------------------------- -----------------------------------------------------------------
<S> <C> <C>
Brian Storms President and Chief President and Chief Executive Officer, PMF
Executive Officer
</TABLE>
(b) The 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
- ----------------------------- ------------------------- -----------------------------------------------------------------
<S> <C> <C>
E. Michael Caulfield Chairman of the Board, Chief Executive Officer, Prudential Investments of Prudential;
President, Chief Chairman of the Board, President, Chief Executive Officer and
Executive Officer and Director, PIC
Director
Jonathan M. Greene Senior Vice President and President -- Investment Management, Prudential Investments of
Director Prudential; Senior Vice President and Director, PIC
John R. Strangfeld Vice President and President of Private Asset Management Group of Prudential; Vice
Director President and Director, PIC
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Prudential Securities Incorporated
Prudential Securities Incorporated is distributor for The BlackRock
Government Income Trust, Command Money Fund, Command Government Fund, Command
Tax-Free Fund, The Global Government Plus Fund, Inc., The Global Total Return
Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Equity Fund), Prudential Allocation Fund, Prudential
California Municipal Fund, Prudential Distressed Securities Fund, Inc.,
Prudential Diversified Bond Fund, Inc., Prudential Dryden Fund, Prudential
Emerging Growth Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity
Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Genesis
Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Government
Income Fund, Inc., Prudential Government Securities Trust, Prudential High Yield
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Jennison Fund, Inc.,
Prudential MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential
Municipal Series Fund, Prudential National Municipals Fund, Inc., Prudential
Natural Resources Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
C-4
<PAGE>
Small Companies Fund, Inc., Prudential Special Money Market Fund, Inc.,
Prudential Structured Maturity Fund, Inc., Prudential Tax-Free Money Fund, Inc.,
Prudential Utility Fund, Inc., Prudential World Fund, Inc. and The Target
Portfolio Trust. Prudential Securities is also a depositor for the following
unit investment trusts:
Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trust
Government Securities Equity Trust
National Municipal Trust
(b) 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>
Robert Golden....................... Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Alan D. Hogan....................... Executive Vice President, Chief Administrative Officer and None
Director
George A. Murray.................... Executive Vice President and Director None
Leland B. Paton..................... Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Martin Pfinsgraff................... Executive Vice President, Chief Financial Officer and Director None
Vincent T. Pica, II................. Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Hardwick Simmons.................... Chief Executive Officer, President and Director None
Lee B. Spencer, Jr.................. Executive Vice President, Secretary, General Counsel and Director None
</TABLE>
- ------------------------
(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.
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, Gateway Center Three,
Newark, New Jersey, 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 Gateway Center Three,
Newark, New Jersey 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.
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
(a) 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 22nd day of November, 1996.
PRUDENTIAL MUNICIPAL SERIES FUND
By: /s/ RICHARD A. REDEKER
-------------------------------
Richard A. Redeker, 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/ EDWARD D. BEACH
- ------------------------------------------- Trustee November 22, 1996
Edward D. Beach
/s/ EUGENE C. DORSEY
- ------------------------------------------- Trustee November 22, 1996
Eugene C. Dorsey
/s/ DELAYNE D. GOLD
- ------------------------------------------- Trustee November 22, 1996
Delayne D. Gold
/s/ ROBERT F. GUNIA
- ------------------------------------------- Vice President and Trustee November 22, 1996
Robert F. Gunia
/s/ HARRY A. JACOBS, JR.
- ------------------------------------------- Trustee November 22, 1996
Harry A. Jacobs, Jr.
- ------------------------------------------- Trustee
Donald D. Lennox
/s/ MENDEL A. MELZER
- ------------------------------------------- Trustee November 22, 1996
Mendel A. Melzer
/s/ THOMAS T. MOONEY
- ------------------------------------------- Trustee November 22, 1996
Thomas T. Mooney
/s/ THOMAS H. O'BRIEN
- ------------------------------------------- Trustee November 22, 1996
Thomas H. O'Brien
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------------------ -------------------------------------------- --------------------
<C> <S> <C>
/s/ RICHARD A. REDEKER
- ------------------------------------------- President and Trustee November 22, 1996
Richard A. Redeker
/s/ NANCY HAYS TEETERS
- ------------------------------------------- Trustee November 22, 1996
Nancy Hays Teeters
- ------------------------------------------- Trustee
Louis A. Weil, III
/s/ GRACE TORRES
- ------------------------------------------- Principal Financial and Accounting Officer November 22, 1996
Grace Torres
</TABLE>
C-7
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
-------- ------------------------------------------------------- --------
<C> <S> <C>
1. (a) Amended and Restated Declaration of Trust of the
Registrant, incorporated by reference to Exhibit No.
1(a) to Post-Effective Amendment No. 30 to the
Registration Statement on Form N-1A filed via EDGAR on
December 28, 1994 (File No. 2-91216). --
(b) Amended Certificate of Designation.*
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). --
(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) 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(a) to Post-Effective
Amendment No. 33 to the Registration Statement on Form
N-1A filed via EDGAR on October 31, 1996 (File No.
2-91216). --
(b) Amendment to Distribution Agreements, incorporated
by reference to Exhibit No. 6(b) to Post-Effective
Amendment No. 33 to the Registration Statement on Form
N-1A filed via EDGAR on October 31, 1996 (File No.
2-91216). --
(c) Amended and Restated Distribution Agreement,
incorporated by reference to Exhibit No. 6(c) to Post-
Effective Amendment No. 33 to the Registration
Statement on Form N-1A filed via EDGAR on October 31,
1996 (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). --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
-------- ------------------------------------------------------- --------
<C> <S> <C>
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 D shares) and Prudential Securities
Incorporated, incorporated by reference to Exhibit No.
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). --
(b) 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 No. 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). --
(c) Distribution and Service Plan for Class A shares,
incorporated by reference to Exhibit No. 15(c) to
Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A filed via EDGAR on December 28,
1994 (File No. 2-91216). --
(d) Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(d) to
Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A filed via EDGAR on December 28,
1994 (File No. 2-91216). --
(e) Distribution and Service Plan for Class C shares,
incorporated by reference to Exhibit No. 15(e) to
Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A filed via EDGAR on December 28,
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). --
17. Financial Data Schedules, incorporated by reference to
Exhibit No. 17 to Post-Effective Amendment No. 33 to
the Registration Statement on Form N-1A filed via EDGAR
on October 31, 1996 (File No. 2-91216). --
18. Rule 18f-3 Plan, incorporated by reference to Exhibit
No. 18 to Post-Effective Amendment No. 33 to the
Registration Statement on Form N-1A filed via EDGAR on
October 31, 1996 (File No. 2-91216). --
<FN>
- ------------------------
*Filed herewith.
</TABLE>
<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
AMENDED CERTIFICATE OF DESIGNATION
The undersigned, being the Assistant Secretary of Prudential Municipal
Series Fund (hereinafter referred to as the "Trust"), a trust with transferable
shares of the type commonly called a Massachusetts business trust, DOES HEREBY
CERTIFY that, pursuant to the authority conferred upon the Trustees of the Trust
by Section 6.9 and Section 9.3 of the Declaration of Trust, dated May 18, 1984,
as amended to date, including by an Amended and Restated Declaration of Trust
dated August 17, 1994 and filed with the Secretary of The Commonwealth of
Massachusetts on September 23, 1994 (hereinafter referred to as the "Declaration
of Trust"), and pursuant to affirmative votes of a majority of the Trustees at a
meeting duly called and held on May 9, 1996, the Establishment and Designation
of Series of Shares of Beneficial Interest, $.01 Par Value, dated May 18, 1984
and filed with the Secretary of The Commonwealth of Massachusetts on May 22,
1984, as most recently amended by an Amended Certificate of Designation dated
October 25, 1996 and filed with the Secretary of The Commonwealth of
Massachusetts on October 30, 1996, is hereby further amended and restated
effective as of December 2, 1996 to read in its entirety as follows:
The shares of beneficial interest of the Trust shall be divided into
fifteen separate Series, each Series to have the following special and relative
rights:
(1) The Series shall be designated as follows:
Connecticut Money Market Series New Jersey Money Market Series
Florida Series New York Income Series
Hawaii Income Series New York Series
Maryland Series New York Money Market Series
Massachusetts Series North Carolina Series
Massachusetts Money Market Series Ohio Series
Michigan Series Pennsylvania Series
New Jersey Series
<PAGE>
(2) Each Series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of
1933. Each share of beneficial interest of each Series ("share") shall be
redeemable, shall be entitled to one vote or fraction thereof in respect of a
fractional share on matters on which shares of that Series shall be entitled to
vote and shall represent a pro rata beneficial interest in the assets allocated
to that Series, and shall be entitled to receive its pro rata share of net
assets of that Series upon liquidation of that Series, all as provided in the
Declaration of Trust.
(3) The shares of beneficial interest of the New York Income Series are
classified into two Classes, designated "Class A Shares" and "Class B Shares,"
respectively, of which an unlimited number may be issued. The shares of
beneficial interest of the Hawaii Income Series, Maryland Series, Michigan
Series, North Carolina Series, Ohio Series and Pennsylvania Series are
classified into three Classes, designated "Class A Shares," "Class B Shares" and
"Class C Shares," respectively, of which an unlimited number may be issued. The
shares of beneficial interest of the Florida Series, the Massachusetts Series,
the New Jersey Series and the New York Series are classified into four Classes,
designated "Class A Shares," "Class B Shares," "Class C Shares" and "Class Z
Shares," respectively, of which an unlimited number may be issued. Class A
Shares, Class B Shares and Class C Shares of the Massachusetts Series
outstanding on the date on which the amendments provided for herein become
effective shall be and continue to be Class A Shares, Class B Shares and Class C
Shares, respectively, of such Series.
(4) The holders of Class A Shares, Class B Shares, Class C Shares and
Class Z Shares of each Series shall be considered Shareholders of such Series,
and shall have the relative rights and preferences set forth herein and in the
Declaration of Trust with respect to Shares of such Series, and shall also be
considered Shareholders of the Trust for all other purposes (including, without
limitation, for purposes of receiving reports and notices and the right to vote)
and, for matters reserved to the Shareholders of one or more other Classes or
Series by the Declaration of Trust or by any instrument establishing and
designating a particular Class or Series, or as
-2-
<PAGE>
required by the Investment Company Act of 1940 and/or the rules and regulations
of the Securities and Exchange Commission thereunder (collectively, as from time
to time in effect, the "1940 Act") or other applicable laws.
(5) The Class A Shares, Class B Shares, Class C Shares and Class Z Shares
of each Series shall represent an equal proportionate interest in the share of
such Class in the Trust Property belonging to that Series, adjusted for any
liabilities specifically allocable to the Shares of that Class, and each Share
of any such Class shall have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that the expenses related
directly or indirectly to the distribution of the Shares of a Class, and any
service fees to which such Class is subject (as determined by the Trustees),
shall be borne solely by such Class, and such expenses shall be appropriately
reflected in the determination of net asset value and the dividend, distribution
and liquidation rights of such Class.
(6) (a) Class A Shares of each Series shall be subject to (i) a front-end
sales charge and (ii)(A) an asset-based sales charge pursuant to a plan under
Rule 12b-1 of the 1940 Act (a "Plan"), and/or (B) a service fee for the
maintenance of shareholder accounts and personal services, in such amounts as
shall be determined from time to time.
(b) Class B Shares of each Series shall be subject to (i) a
contingent deferred sales charge and (ii)(A) an asset-based sales charge
pursuant to a Plan, and/or (B) a service fee for the maintenance of shareholder
accounts and personal services, in such amounts as shall be determined from time
to time.
(c) Class C Shares of each Series shall be subject to (i) a
contingent deferred sales charge and (ii)(A) an asset-based sales charge
pursuant to a Plan, and/or (B) a service fee for the maintenance of shareholder
accounts and personal services, in such amounts as shall be determined from time
to time.
(d) Class Z Shares of each Series having the same shall not be
subject to either an initial or contingent deferred sales charge nor subject to
any Rule 12b-1 fee.
-3-
<PAGE>
(7) Subject to compliance with the requirements of the 1940 Act, the
Trustees shall have the authority to provide that holders of Shares of any
Series shall have the right to convert said Shares into Shares of one or more
other series of registered investment companies specified for the purpose in
this Trust's Prospectus for the Shares accorded such right, that holders of any
Class of Shares of a Series shall have the right to convert such Shares into
Shares of one or more other Classes of such Series, and that Shares of any Class
of a Series shall be automatically converted into Shares of another Class of
such Series, in each case in accordance with such requirements and procedures as
the Trustees may from time to time establish. The requirements and procedures
applicable to such mandatory or optional conversion of any such Shares shall be
set forth in the Prospectus in effect with respect to such Shares.
(8) Shareholders of each Series and Class shall vote as a separate Series
or Class, as the case may be, on any matter to the extent required by, and any
matter shall be deemed to have been effectively acted upon with respect to any
Series or Class as provided in, Rule 18f-2, as from time to time in effect,
under the 1940 Act, or any successor rule and by the Declaration of Trust.
Except as otherwise required by the 1940 Act, the Shareholders of each Class of
any Series having more than one Class of Shares, voting as a separate class,
shall have sole and exclusive voting rights with respect to the provisions of
any Plan applicable to Shares of such Class, and shall have no voting rights
with respect to provisions of any Plan applicable solely to any other Class of
Shares of such Series.
(9) The assets and liabilities of the Trust shall be allocated among the
above-referenced Series and Classes as set forth in Section 6.9 of the
Declaration of Trust, except as provided below:
(a) Costs incurred and payable by the Trust in connection with its
organization and initial registration and public offering of shares shall be
divided equally among the Arizona, Georgia, Massachusetts, Michigan, Minnesota,
New York, Ohio and Oregon Series (except to the extent that such costs may be
fairly allocated to the Connecticut Money Market, Florida, Hawaii Income,
Maryland, Massachusetts Money Market, New Jersey, New Jersey
-4-
<PAGE>
Money Market, New York Income, New York Money Market, North Carolina and
Pennsylvania Series) and shall be amortized for each such Series over the period
beginning on the date that such costs become payable and ending sixty months
after the commencement of operations of the Trust.
(b) The liabilities, expenses, costs, charges or reserves of the
Trust (other than the investment advisory fee or the organization expenses paid
by the Trust) which are not readily identifiable as belonging to any particular
Series or Class shall be allocated among the several Series and Classes on the
basis of their relative average daily net assets.
(10) The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series or Class, now or hereafter created, or to
otherwise change the special and relative rights of any such Series or Class,
provided that such change shall not adversely affect the rights of holders of
shares of a Series or Class.
IN WITNESS WHEREOF, the undersigned has set her hand and seal this
19th day of November, 1996.
/s/ Deborah A. Docs
------------------------------------
Deborah A. Docs, Assistant Secretary
-5-
<PAGE>
ACKNOWLEDGMENT
STATE OF NEW JERSEY )
) SS November 19, 1996
COUNTY OF NEWARK )
Then personally appeared before me the above named Deborah A. Docs,
Assistant Secretary, and acknowledged the foregoing instrument to be her free
act and deed.
/s/ Jean Warsager
-----------------------------------
Notary Public
-6-
<PAGE>
Exhibit 99.B11
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 34 to Registration
Statement No. 2-91216 of Prudential Municipal Series Fund of our reports
dated October 14, 1996, appearing in the Statement of Additional Information,
which is a part of such Registration Statement, and to the references to us
under the headings "Financial Highlights" in the Prospectuses, which are a part
of such Registration Statement, and "Custodian, Transfer and Dividend
Disbursing Agent and Independent Accountants" in the Statement of Additional
Information.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
November 21, 1996
