U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Prudential Municipal Series Fund, One
Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this notice is
filed: The Fund offered three classes of shares designated Class A,
Class B and Class C during the fiscal year ended August 31, 1996.
3. Investment Company Act File Number: 811-4023.
Securities Act File Number: 2-91216.
4. Last day of fiscal year for which this notice is filed: August
31, 1996.
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 5,263,925/$44,170,914.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 9,212,919/$85,772,277.
9. Number and aggregate sale price of securities sold during the
fiscal year: 2,374,188,584/$2,445,689,944.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: 2,374,
188,584/$2,445,689,944.
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7): 22,424,468/$60,167,572.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $2,445,689,944
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 60,167,572
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -2,585,604,803
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): + -0-
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): -0-
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: -0-
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: October , 1996.
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose
By (S. Jane Rose, Secretary)
Date October 23, 1996
MSF1096.NOT
October 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Municipal Series Fund
File Nos. 2-91216 and 811-4023
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 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 /s/ Deborah A. Docs
DAD:lr Deborah A. Docs
Enclosures Assistant Secretary
cc: Paul H. Dykstra
(Gardner, Carton & Douglas)
MSF1096.LTR
Boston
October 28, 1996
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, 1996
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, 1996 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 Declaration"), which, as theretofore amended, was amended
and restated by an
Amended and Restated Declaration of Trust (the "Amended and Restated
Declaration") dated
August 17, 1994, and supplemented by an Amended Certificate of Designation dated
December 1,
1995 (the Original Declaration, as so amended, restated and supplemented, 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 such Amended Certificate of Designation,
and in connection
therewith we have examined and are familiar with the Original Declaration and
the instruments
amending, restating and supplementing the same, 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
Massachusetts 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, 1996
(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, 1996, 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
Massachusetts 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 per-
sons whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
SULLIVAN & WORCESTER LLP
Prudential Municipal Series Fund
Assistant Treasurer's Certificate
The undersigned, Treasurer of Prudential Municipal Series Fund, a
Massachusetts business trust (the "Company"), does hereby certify as follows:
1. For the fiscal year ended August 31, 1996, the Company issued
2,396,613,052 shares of Beneficial Interest (including 22,424,468 shares
issued upon reinvestment of dividends), $.01 par value, consisting of
2,931,429 Class A shares and 7,392,761 Class B shares and 366,209 Class
C shares and 1,141,349,118, 692,631,853, 286,441,119 and 265,500,563
shares of the New York Money Market Series, the New Jersey Money Market
Series, the Connecticut Money Market Series and the Massachusetts Money
Market Series.
2. In respect of the issuance of such 2,396,613,052 shares (including
22,424,468 shares issued upon reinvestment of dividends), consisting of
2,931,429 Class A shares and 7,392,761 Class B shares and 366,209 Class
C shares and 1,141,349,118, 692,631,853, 286,441,119 and 265,500,563
shares of the New York Money Market Series, the New Jersey Money Market
Series, the Connecticut Money Market Series and the Massachusetts Money
Market Series, the Fund received cash consideration of $2,505,857,516
(including $60,167,572 received upon reinvestment of dividends),
consisting of $32,833,538 for Class A shares and $83,034,004 for Class B
shares and $4,067,321 for Class C shares and $2,385,922,653 for the New
York Money Market Series, the New Jersey Money Market Series, the
Connecticut Money Market Series and the Massachusetts Money Market
Series.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.01.
4. To the best of my knowledge and belief, the Company is in good
standing in the Commonwealth of Massachusetts.
In Witness Whereof, I have hereunto signed my name as Assistant Treasurer of
the Company.
Date: October , 1996
(SEAL) /s/ Grace Torres
Grace Torres
MSF1096.CER
