June 21, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential
Municipal Bond Fund (File No. 811-4930)
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 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,
/s/Marguerite E.
H. Morrison
Marguerite E.H.
Morrison
Assistant
Secretary
MM/ln
Enclosures
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 Bond
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 is comprised of
three series: the High Yield Series, the
Insured Series and the Intermediate Series.
Each series offers three classes of shares
designated Class A, Class B and Class C.
3. Investment Company Act File Number: 811-4930.
Securities Act File Number: 33-10649.
4. Last day of fiscal year for which this notice
is filed:
April 30, 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: None
8. Number and amount of securities registered
during the
fiscal year other than pursuant to rule 24f-2:
25,949,679/$290,117,422
9. Number and aggregate sale price of securities
sold during
the fiscal year: 16,544,213/$182,072,460
10. Number and aggregate sale price of securities
sold during
the fiscal year in reliance upon registration
pursuant to rule 24f-2: 16,544,213/$182,072,460
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):
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): $182,072,460
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable):
+$48,716,755 (iii) Aggregate price of shares
redeemed or
repurchased during the fiscal year
(if applicable): -
$330,251,230
(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): -
$99,462,015
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x1/2900
(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: N/A
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 June 21, 1996
June 21, 1996 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, 1996
Ladies and Gentlemen:
You have requested our opinions as to certain
matters of Massachusetts law relating to 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, D
ecember 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
understand that this letter is to be filed in conjunction with the Fund's
filing with the Securities and Exchange Commission (the "SEC") of its Notice
pursuant to Rule 24f-
2 (the "Notice") under the Investment Company Act of 1940,
as amended, for the fiscal year ended April 30, 1996.
We have reviewed the actions taken by the Trustees
of the Fund (the "Trustees") 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
Declaratio
n, 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 to
organize the Fund and to authorize the issuance of Shares,
certificates of Trustees and officers of the Fund and of pub
lic 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,
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 April 30, 1996 were
fully paid and non-assessable by the Fund.
With respect to
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 SEC
in conjunction with the Fund's filing of 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 LLP
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