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PRUDENTIAL MUNICIPAL SERIES FUND
By-Laws
Amended and Restated as of May 24, 2000
ARTICLE I
DEFINITIONS
The terms "COMMISSION", "CUSTODIAN", "DECLARATION", "DISTRIBUTOR",
"INVESTMENT ADVISER", "1940 ACT", "SHAREHOLDER", "SHARES", "TRANSFER AGENT",
"TRUST", "TRUST PROPERTY", "TRUSTEES", and "MAJORITY SHAREHOLDER VOTE", have
the respective meanings given them in the Declaration of Trust of Prudential
California Municipal Fund dated May 18, 1984, as amended from time to time.
ARTICLE II
OFFICES
Section 1. PRINCIPAL OFFICE. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be
in the City of Boston, County of Suffolk.
Section 2. OTHER OFFICES. The Trust may have offices in such other
places without as well as within the Commonwealth as the Trustees may from
time to time determine.
ARTICLE III
SHAREHOLDERS
Section 1. MEETINGS. Meetings of the Shareholders shall be held to the
extent provided in the Declaration as such place within or without the
Commonwealth of Massachusetts as the Trustees shall designate. The holders of
a majority of outstanding
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Shares of the Trust or series of the Trust present in person or by proxy and
entitled to vote shall constitute a quorum with respect to Shares of the
Trust or such series at any meeting of the Shareholders.
Section 2. NOTICE OF MEETINGS. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees by mail to each Shareholder at his address as recorded
on the register of the Trust mailed at least (10) days and not more than
ninety (90) days before the meeting. Only the business stated in the notice
of the meeting shall be considered at such meeting. Any adjourned meeting may
be held as adjourned without further notice. No notice need be given to any
Shareholder who shall have failed to inform the Trust of his current address
or if a written waiver of notice, executed before or after the meeting by the
Shareholder or his attorney thereunto authorized, is filed with the records
of the meeting.
Section 3. RECORD DATE FOR MEETINGS AND OTHER PURPOSES. For the purpose
of determining the Shareholders who are entitled to notice of and to vote at
any meeting, or to participate in any distribution, or for the purpose of any
other the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
ninety (90) days prior to the date of any meeting of Shareholders or
distribution or other action as a record date for the determinations of the
persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by the Declaration.
Section 4. PROXIES. At all meetings, Shareholders of record entitled to
vote thereat shall have one vote for each Share standing in his/her name on
the books of the Trust (and such Shareholders of
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record holding fractional shares, if any, shall have proportionate voting
rights) on the date for the determination of Shareholders entitled to vote at
such meeting, either in person or by proxy. A Shareholder may sign a writing
authorizing another person to act as proxy. Signing may be accomplished by
the Shareholder or the Shareholder's authorized agent signing the writing or
causing the Shareholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature. A Shareholder may authorize
another person to act as proxy by transmitting, or authorizing the
transmission of, a telegram, cablegram, datagram, or other means of
electronic transmission to the person authorized to act as proxy or to a
proxy solicitation firm, proxy support service organization, or other person
authorized by the person who will act as proxy to receive the transmission.
Proxies may be solicited in the name of one or more Trustees or one or more
of the officers of the Trust. When any Share is held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received
in respect of such Share. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.
If the holder of any such Share is a minor or a person of unsound mind, and
subject to guardianship or the legal control of any other person as regards
the charge or management of such Share, he may vote by his guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy.
Section 5. INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders
of a Massachusetts business corporation.
Section 6. ACTION WITHOUT MEETING. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders of
the Trust or the applicable series of the Trust entitled to vote on the
matter (or such larger proportion
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thereof as shall be required by law, the Declaration of these By-Laws for
approval of such matter) consent to the action in writing and the written
consents are filed with the records of the meetings of Shareholders. Such
consents shall be treated for all purposes as a vote taken as a meeting of
Shareholders.
ARTICLE IV
TRUSTEES
Section 1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the
President, or by any one of the Trustees, at the time being in office. Notice
of the time and place of each meeting other than regular or stated meetings
shall be given by the Secretary or an Assistant Secretary or by the officer
of Trustee calling the meeting and shall be mailed to each Trustee at least
two days before the meeting, or shall be telegraphed, cabled, or wirelessed
to each Trustee at his business address, or personally delivered to him at
least one day before the meeting. Such notice may, however, be waived by any
Trustee. Notice of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him before or after the meeting, is filed with
the records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him. A
notice or waiver of notice need not specify the purpose of any meeting. The
Trustees may meet by means of a telephone conference circuit or similar
communications equipment by means of which all persons participating in the
meeting are connected, which meeting shall be deemed to have been held at a
place designated by the Trustees at
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the meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be
taken at any meeting of the Trustees may be taken by the Trustees without a
meeting if all the Trustees consent to the action in writing and the written
consents are filed with the records of the Trustees meetings. Such consents
shall be treated for all purposes as a vote at a meeting of the Trustees.
Section 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting
and (except as otherwise required by law, the Declaration of these By-Laws)
the act of a majority of the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees. In the absence of a
quorum, a majority of the Trustees present may adjourn the meeting from time
to time until a quorum shall be present. Notice of an adjourned meeting need
not be given.
ARTICLE V
COMMITTEES
Section 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) Trustees to hold office at
the pleasure of the Trustees, which shall have the power to conduct the
current and ordinary business of the Trust while the Trustees are not in
session, including the purchase and sale of securities and the designation of
securities to be delivered upon redemption of Shares of the Trust, and such
other powers of the Trustees as the Trustees may, from time to time, delegate
to them
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except those peers which by law, the Declaration of these By-Laws they are
prohibited from delegating. The Trustees may also elect from their own number
or otherwise other Committees from time to time, the number composing such
committees, the powers conferred upon the same (subject to the same
limitations as with respect to the Executive Committee) and the term of
membership on such Committees to be determined by the Trustees. The Trustees
may designate a chairman of any such Committee. In the absence of such
designation the Committee may elect its own Chairman.
Section 2. MEETINGS, QUORUM AND MANNER OF ACTING. The Trustees may (1)
provide for stated meetings of any Committee (2) specify the manner of
calling and notice required for special meetings of any Committee, (3)
specify the number of members of a Committee required to constitute a quorum
and the number of members of a Committee required to exercise specified
powers delegated to such Committee, (4) authorize the making of decisions to
exercise specified powers by written assent of the requisite number of
members of a Committee without a meeting, and (5) authorize the members of a
Committee to meet by means of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in
a book designated for that purpose and kept in the Office of the Trust.
ARTICLE VI
OFFICERS
Section 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the
business of the Trust may require, including
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one or more Vice President, one or more Assistant Secretaries, and one or
more Assistant Treasurers. The Trustees may delegate to any officer or
committee the power to appoint any subordinate officers or agents.
Section 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise
provided by law, the Declaration of these By-Laws, the President, the
Treasurer and the Secretary shall each hold office until his successor shall
have been duly elected and qualified, and all other officers shall hold
office at the pleasure of the Trustees. The Secretary and Treasurer may be
the same person. A Vice President and the Treasurer or a Vice President and
the Secretary may be the same person, but the offices of Vice President,
Secretary and Treasurer shall not be held by the same person. The President
shall hold no other office. Except as above provided, any two offices may be
held by the same person. Any officer may be but none need be a Trustee or
Shareholder.
Section 3. REMOVAL. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer
or committee may be removed with or without cause by such appointed officer
or committee.
Section 4. POWERS AND DUTIES OF THE PRESIDENT. The President shall be
the principal executive officer of the Trust. He may call meetings of the
Trustees and of any Committee thereof when he deems it necessary and shall
preside at all meetings of the Shareholders. Subject to the control of the
Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times
exercise a general supervision and direction over the affairs of the Trust.
He shall have the power to employ attorneys and counsel for the Trust and to
employ such
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subordinate officers, agents, clerks and employees as he may find necessary
to transact the business of the Trust. He shall also have the power to grant,
issue, execute or sign such powers of attorney, proxies or other documents as
may be deemed advisable or necessary in furtherance of the interests of the
Trust. The President shall have such other powers and duties, as from time to
time may be conferred upon or assigned to him by the Trustees.
Section 5. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform
all the duties and may exercise any of the powers of the President, subject
to the control of the Trustees. Each Vice President shall perform such other
duties as may be assigned to him from time to time by the Trustees and the
President.
Section 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be
the principal financial and accounting officer of the Trust. He shall deliver
all funds of the Trust which may come into his hands to such Custodian as the
Trustees may employ pursuant to Article X of these By-Laws. He shall render a
statement of condition of the finances of the Trust to the Trustees as often
as they shall require the same and he shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Trustees. The Treasurer shall give a bond
for the faithful discharge of his duties, if required so to do by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
Section 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep
the minutes of all minutes of all meetings of the Trustees and of the
Shareholders in proper
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books provided for that purpose; he shall have custody of the seal of the
Trust; he shall have charge of the Share transfer books, lists and records
unless the same are in the charge of the Transfer Agent. He shall attend to
the giving and serving of all notices by the Trust in accordance with the
provisions of these By-Laws, he shall in general perform all duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him by the Trustees.
Section 8. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Treasurer. Each Assistant Treasurer shall perform such other duties as
from time to time may be assigned to him by the Trustees. Each Assistant
Treasurer shall give a bond for the faithful discharge of his duties, if
required so to do by the Trustees, in such sum and with such surety or
sureties as the Trustees shall require.
Section 9. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence or
disability of the Secretary, and Assistant Secretary designed by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Trustees.
Section 10. COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE
ADVISORY BOARD. Subject to any applicable provisions of the Declaration, the
compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers,
by any Committee or officer upon whom such power may be conferred by the
Trustees. No officer shall be
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prevented from receiving such compensation as such officer by reason of the
fact that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of September
in each year and shall end on the thirty-first day of August in each year,
provided, however, that the Trustees may from time to time change the fiscal
year.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration of these By-Laws, a waiver thereof in writing, signed by the
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or wirelessed for the purposes of these By-Laws when
it has been delivered to a representative of any telegraph, cable or wireless
company with instructions that it be telegraphed, cabled or wirelessed.
ARTICLE X
CUSTODY OF SECURITIES
Section 1. EMPLOYMENT OF A CUSTODIAN. The Trust shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all
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funds, securities and similar investments included in the Trust Property. The
Custodian (and any sub-custodian) shall be a bank having not less than
$2,000,000 aggregate capital, surplus and undivided profits and shall be
appointed from time to time by the Trustees, who shall fix its remuneration.
Section 2. ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to
continue to serve, the trustees shall promptly appoint a successor custodian,
but in the event that no successor custodian can be found who has the
required qualifications and is willing to serve, the Trustees shall call as
promptly as possible a special meeting of the Shareholders to determine
whether the Trust shall function without a custodian or shall be liquidated.
If so directed by a Majority Shareholder Vote, the Custodian shall deliver
and pay over all Trust Property held by it as specified in such vote.
Section 3. PROVISIONS OF CUSTODIAN CONTRACT. The following provisions
shall apply to the employment of a Custodian and to any contract entered into
with the Custodian so employed: The Trustees shall cause to be delivered to
the Custodian all securities included in the Trust Property or to which the
Trust may become entitled, and shall order the same to be delivered by the
Custodian only in completion of a sale, exchange, transfer, pledge, loan of
portfolio securities to another person, or other disposition thereof, all as
the Trustees may generally or from time to time require or approve or to a
successor Custodian; and the Trustees shall cause all funds included in the
Trust Property or to which it may become entitled to be paid to the
Custodian, and shall order the same disbursed only for investment against
delivery of the securities acquired (including securities acquired under a
repurchase agreement), or the return of cash held as
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collateral for loans of portfolio securities, or in payment of expenses,
including management compensation, and liabilities of the Trust, including
distributions to shareholders, or to a successor Custodian. Notwithstanding
anything to the contrary in these By-Laws, upon receipt of proper
instructions, which may be standing instructions, the Custodian may deliver
funds in the following cases. In connection with repurchase agreements, the
Custodian shall transmit, prior to receipt on behalf of the Fund of any
securities or other property, funds from the Fund's custodian account to a
special custodian approved by the Trustees of the Fund, which funds shall be
used to pay for securities to be purchased by the Fund subject to the Fund's
obligation to sell and the seller's obligation to repurchase such securities.
In such case, the securities shall be held in the custody of the special
custodian. In connection with the Trust's purchase or sale of financial
futures contracts, the Custodian shall transmit, prior to receipt on behalf
of the Fund of any securities or other property, funds from the Trust's
custodian account in order to furnish to and maintain funds with brokers as
margin to guarantee the performance of the Trust's futures obligations in
accordance with the applicable requirements of commodities exchanges and
brokers.
Section 4. CENTRAL CERTIFICATE SYSTEM. Subject to applicable rules,
regulations and orders adopted by the Commission, the Trustees may direct the
Custodian to deposit all or any part of the securities owned by the Trust in
a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or
series
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of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal
only upon the order of the Trust.
ARTICLE XI
INDEMNIFICATION
A representative of the Trust shall be indemnified by the Trust with
respect to each proceeding against such representative, except a proceeding
brought by or on behalf of the Trust, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such representative in connection with such
proceeding, provided that such representative acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Trust and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Trust and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.
A representative of the Trust shall be indemnified by the Trust, with
respect to each proceeding brought by or on behalf of the Trust to obtain
judgment or decree in its favor, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
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of the Trust; except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such representative has been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Trust, unless and only to the extent that the count in which the proceeding
was brought, or a court of equity in the county in which the Trust has its
principal office, determines upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such
representative is fairly and reasonably entitled to indemnity for the
expenses which the court considers proper.
To the extent that the representative of the Trust has been successful
on the merits or otherwise in defense of any proceeding referred to in the
preceding two paragraphs, or in defense of any claim, issue or matter
therein, the Trust shall indemnify him against all expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Except as provided in the preceding paragraph any indemnification under
the first two paragraphs of this Article XI (unless ordered by a court) shall
be made by the Trust only as authorized in the specific case upon a
determination that indemnification of the representative of the Trust is
proper in the circumstances because he has met the applicable standard of
conduct set forth in such paragraphs. The determination shall be made (1) by
the Trustees by a majority vote of a quorum consisting of Trustees who were
not parties to the proceeding, or (2) if a quorum is not obtainable or if a
quorum of disinterested Trustees so directs, by independent legal counsel in
a written opinion, or (3) by a Majority Shareholder Vote.
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The Trust shall advance the expenses (including attorneys' fees) of a
representative of the Trust who is a party to any proceeding to the fullest
extent authorized, and in the manner permitted hereby and by applicable
federal and state law and if (1) authorized by the Trustees in the specific
case, and (2) the Trust receives an undertaking by or on behalf of the
representative of the Trust to repay the advance if it is not ultimately
determined that he is entitled to be indemnified by the Trust as authorized
in this Article XI.
The indemnification provided by this Article XI shall not be deemed
exclusive of any other rights to which a representative of the Trust or other
person may be entitled under any agreement, vote of Shareholders or
disinterested Trustees or otherwise, both as to action in his official
capacity and as to action in another capacity while holding the office, and
shall continue as to a person who has ceased to be a Trustee, officer,
employee or agent and inure to the benefit of his heirs and personal
representatives.
The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee or agent of the Trust, or is or
was serving at the request of the Trust as a trustee, director, officer,
employee, or agent of another trust, corporation, partnership, joint venture
or other enterprise, against any liability asserted against him and incurred
by him in any such capacity or arising out of his status as such, regardless
of whether the Trust would have the power to indemnify him against the
liability under the provisions of this Article XI.
Pursuant and subject to the other provisions of this Article, the Trust
shall indemnify each representative of the Trust against, or advance the
expenses of a
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representative of the Trust for, the amount of any deductible provided in any
liability insurance policy maintained by the Trust.
Nothing contained in this Article XI shall be construed to indemnify any
representative of the Trust against any liability to the Trust or to its
Shareholders to which he would otherwise be subject by reason of misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
As used in this Article XI "representative of the Trust" means an
individual (1) who is a present or former Trustee, officer, agent or employee
of the Trust or who serves or has served another trust, corporation,
partnership, joint venture or other enterprise in one of such capacities at
the request of the Trust, and (2) who by reason of his position is, has been
or is threatened to be made a party to a proceeding; and "proceeding"
including any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
ARTICLE XII
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed, or
new By-Laws may be adopted by (1) a Majority Shareholder Vote or (b) by the
Trustees, provided, however, that no By-Law may be amended, adopted or
repealed by the Trustees if such amendment, adoption or repeal requires,
pursuant to law, the Declaration of these By-Laws, a vote of the Shareholders.
End of By-Laws
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