Prudential Allocation Fund
September 26, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Allocation Fund
(File No. 811-5055)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Allocation Fund,
pursuant to the requirements of Rule 24f-2 under the Investment
Company Act of 1940.
1. Fiscal year for which notice is filed: 7/31/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of beginning of the fiscal year, 8/1/93: None.
3. The number of shares registered during the fiscal year
ended 7/31/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal year ended
7/31/94: 25,550,467.
5. The number of shares sold during the fiscal year ended
7/31/94 in reliance upon Rule 24f-2: 25,550,467.
Pursuant to the requirements of Rule 24f-2, I have forwarded
the amount of $43,920.65 to the Securities and Exchange Commission
in payment of the fee as calculated below.
I have also 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 25,550,467 294,376,227
Shares redeemed <14,450,641> (167,007,244)
Net Sales for
calculation of fee 11,099,826 $127,368,983
Fee at 1/29 of 1% $43,920.65
Boston
September 21, 1994
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Prudential Allocation Fund -
Rule 24f-2 Notice for Fiscal
Year Ended July 31, 1994
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massa-
chusetts law in connection with the Notice pursuant to Rule 24f-2
(the "Notice") under the Investment Company Act of 1940, as amen-
ded, being filed for the fiscal year ended July 31, 1994 by Pruden-
tial Allocation Fund (formerly "Prudential FlexiFund" and initial-
ly, "Prudential-Bache FlexiFund"), a trust with transferable shares
(the "Fund"), established under Massachusetts law pursuant to a Dec-
laration of Trust dated February 23, 1987 (the "Original Decla-
ration"), as amended by amendments dated January 11, 1990, March 1,
1991 and July 27, 1994, as restated by an Amended and Restated Dec-
laration of Trust dated August 16, 1994, and as supplemented by a
Certificate of Designation dated January 11, 1990, an Establishment
and Designation of Series of Shares of Beneficial Interest filed on
November 16, 1990, and Amended and Restated Certificates of Desig-
nation filed on November 27, 1990 and July 28, 1994 (as so amended,
amended and restated, and supplemented, the "Declaration").
We have acted as counsel to the Fund in connection with the
execution and delivery of the Original Declaration and the instru-
ments amending, restating and supplementing the same, and the ac-
tions 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 auth-
orized by the Declaration. In this connection we have examined and
are familiar with the Declaration, the By-laws of the Fund, the No-
tice, the most recent forms of the Prospectus and the Statement of
Additional Information included in the Fund's Registration State-
ment 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 ap-
propriate 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 origi-
nals 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 trans-
ferable 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 July 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 out-
standing at July 31, 1994, 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 Securi-
ties Act, or to federal securities or other laws.
We hereby consent to the filing of this letter with the Secu-
rities 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
