June 25, 1997
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/ Deborah A. Docs
Deborah A. Docs
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, Gateway
Center Three, Newark, New Jersey 07102.
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, Class C and Class Z.
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,
1997.
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: 10,535,992/$115,237,570
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 10,535,992/$115,237,570
9. Number and aggregate sale price of securities sold during the fiscal
year: 29,520,076/$323,161,634
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
29,520,076/$323,161,634
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): $323,161,634
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$47,193,704
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$485,592,908
(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): -$115,237,570
(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 25, 1997
June 24, 1997
Prudential Mutual Fund Management, Inc.
One Seaport Plaza
New York, New York 10292
Re: Prudential Municipal Bond Fund
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,
1997, 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 filed
November 3, 1986, as amended and restated by an Amended and Restated
Declaration of Trust filed September 15, 1994, supplemented by an Amended and
Restated Certificate of Designation filed May 2, 1995 and further amended by
an Amended Certificate of Designation filed June 20, 1996 (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 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, 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,
1997 (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, 1997, 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 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 llp
