October 24, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential California Municipal Series Fund
(File No. 2-91215)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential California Municipal
Series Fund, pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year end for which notice is filed: 8/31/94.
2. Number of shares registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 but which remained unsold as
of the beginning of the fiscal year, 9/1/93: None.
3. The number of shares registered during the fiscal year ended
8/31/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 8/31/94:
1,429,759,555.
5. The number of shares sold during the fiscal year ended 8/31/94
in reliance upon Rule 24f-2: 1,429,759,555.
Pursuant to the requirements of Rule 24f-2, I have forwarded the
required opinion of counsel.
Very truly yours,
\s\S. Jane Rose
SJR S. Jane Rose
Encls. Secretary
Calculation of Fee No. of Shares Dollar Amount
Shares sold* 1,429,759,555 $ 1,504,531,128
Shares redeemed (1,449,230,619) $(1,526,764,224)
Net sales for calculation
of fee (19,471,064) $ (22,233,096)
Fee at 1/29 of 1% $ -0-
Boston
October 21, 1994
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Prudential California Municipal Fund -
Rule 24f-2 Notice for Fiscal
Year Ended August 31, 1994
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, 1994 by Prudential California Municipal Fund
(formerly "Prudential-Bache California Municipal Fund"), a trust with
transferable shares (the "Fund"), established under Massachusetts law
pursuant to an original Declaration of Trust dated May 18, 1994 (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 (the Original Declaration, as
amended and restated by the Amended and Restated Declaration, is
hereinafter referred to as the "Declaration").
We have acted as counsel to the Fund in connection with the execution
and delivery of the Amended and Restated Declaration, and in connection
therewith we have examined and are familiar with the Original Declaration
and the instruments amending, restating and supplementing the same
(including the Amended and Restated Declaration), and the actions taken by
the Trustees of the Fund to organize the Fund and to authorize the issuance
and sale of shares of beneficial interest, par value $.01 per share (the
"Shares"), of the several series authorized by the Declaration. For
purposes of this opinion, we also have examined and are familiar with the
Declaration, the Bylaws of the Fund, the Notice, the most recent forms
of the Prospectus and the Statement of Additional Information included in
the Fund's Registration Statement on Form N-1A, certificates of Trustees
and officers of the Fund and of public officials as to other matters of
fact, and such questions of law and fact, as we have considered necessary
or appropriate for purposes of the opinions expressed herein. We have
assumed the genuineness of the signatures on, and the authenticity of, all
documents furnished to us, and the conformity to the originals of documents
submitted to us as copies, which we have not independently verified.
Based upon and subject to the foregoing, we hereby advise you that,
in our opinion, under 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 is authorized to issue an unlimited number of Shares; the
Shares of each series issued by the Fund during the fiscal year
ended August 31, 1994 (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,
1994, 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 shareholders 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 persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER
