June 29, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Municipal Bond Fund.
(File No. 33-10649)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Municipal Bond Fund pursuant
to the requirements of Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 4/30/95
2. Number of shares registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 but which remained unsold as of
beginning of the fiscal year, 5/1/94: None.
3. The number of shares registered during the fiscal year ended
4/30/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 4/30/95:
18,442,252.
5. The number of shares sold during the fiscal year ended 4/30/95 in
reliance upon Rule 24f-2: 18,442,252.
Pursuant to the requirements of Rule 24f-2 there is enclosed the required
opinion of counsel.
Very truly yours,
S. Jane Rose
Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold during fiscal 1995 18,442,252 $ 195,399,842
Shares redeemed during fiscal 1995(46,142,314) $(485,227,264)
Subtotal (27,700,062) $(289,827,422)
Fee at 1/29 of 1% -0-
Prudential Municipal Bond Fund
Treasurer's Certificate
The undersigned, the Treasurer of Prudential Municipal Bond Fund, a
Massachusetts business trust (the "Fund"), does hereby certify as follows:
1. For the fiscal period ended April 30, 1995, the Fund issued
18,442,252 shares of beneficial interest, $.01 par value, consisting
of 1,700,228, 575,164 and 383,986 Class A shares of the High Yield
Series, Insured Series and Modified Term Series, respectively,
10,720,423, 3,749,796 and 932,506 Class B shares of the High Yield
Series, Insured Series and Modified Term Series, respectively and
315,572, 48,655 and 15,922 Class C shares of the High Yield Series,
Insured Series and Modified Term Series, respectively.
2. In respect to the issuance of such 18,442,252 shares, consisting of
1,700,228, 575,164 and 383,986 Class A shares of the High Yield
Series, Insured Series and Modified Term Series, respectively, and
10,720,423, 3,749,796 and 932,506 Class B shares of the High Yield
Series, Insured Series and Modified Term Series, respectively, and
315,572, 48,655 and 15,922 Class C shares of the High Yield Series,
Insured Series and Modified Term Series, respectively, the Fund
received cash consideration of $17,836,427, $6,158,928 and $4,028,260
for Class A shares of the High Yield Series, Insured Series and
Modified Term Series, respectively, $113,778,903, $39,831,600 and
$9,712,569 for Class B shares of the High Yield Series, Insured Series
and Modified Term Series, respectively, and $3,367,448, $519,503 and
$166,204 for Class C shares of the High Yield Series, Insured Series
and Modified Term Series, respectively.
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 Fund is in good
standing in the State of Massachusetts.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: June 29, 1995
(Seal)
/s/Susan C. Cote
June 20, 1995
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, New York 10292
Re: Prudential Municipal Bond Fund - Rule 24f-2
Notice for Fiscal Year Ended April 30, 1995
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law
in connection with the Notice pursuant to Rule 24f-2 (the "Notice") under the
Investment Company Act of 1940, as amended, for the fiscal year ended April 30,
1995, being filed by Prudential Municipal Bond Fund (formerly "Prudential-Bache
Municipal Bond Fund"), a trust with transferable shares (the "Fund"),
established under Massachusetts law pursuant to a Declaration of Trust dated
November 3, 1986, as amended August 21, 1987, December 18, 1989 and March 1,
1991, as further amended and restated by an Amended and Restated Declaration of
Trust dated August 16, 1994, and supplemented by Certificates of Designation
dated March 12, 1987 and December 18, 1989, as amended and restated by an
Amended and Restated Certificate of Designation dated July 27, 1994, as further
amended and restated effective June 29, 1995 by an Amended and Restated
Certificate of Designation dated May 1, 1995 (as so amended, restated and
supplemented, the "Declaration").
We have reviewed 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. In this connection we have examined and are
familiar with the Declaration, the By-laws 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, the records of the
actions of the Trustees of the Fund to organize the Fund and to authorize the
issuance of Shares, 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 April 30,
1995 (the "Issued Shares") were duly and validly authorized by all requisite
action of the Trustees of the Fund, and no action of shareholders of the Fund
was required in such connection.
3. The Issued Shares were validly and legally issued by the Fund, and all
of the Issued Shares which remained outstanding at April 30, 1995, were fully
paid and non-assessable 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 opinion with the Securities and
Exchange Commission in connection with the Notice, but we do not thereby concede
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER
A:\24F2OPIN.LTR:6/20/95
June 30, 1995 Securities and
Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential Municipal Bond Fund
Rule 24f-2 Notice
On behalf of Prudential Municipal Bond Fund, enclosed for filing under the
Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system.
Please acknowledge receipt of this filing by stamping a copy of this
letter and returning it in the enclosed self-addressed postage paid
envelope.
Very truly yours,
Marguerite E.H.
Morrison MM/ln
Enclosures
MBF-695.SEC
