September 25, 1995
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: 7/31/95.
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, 8/1/94: None.
3. The number of shares registered during the fiscal year
ended 7/31/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal year ended
7/31/95: 13,568,360
5. The number of shares sold during the fiscal year ended
7/31/95 in reliance upon Rule 24f-2: 13,568,360
I have enclosed the required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose Secretary
SJR/ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 13,568,360 $152,789,101
Shares redeemed (21,646,521) ($242,856,615) Net Sales for
calculation of fee (8,078,161) ($90,067,514)
Fee at 1/29 of 1% None
notice.asc
September 25, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential Allocation Fund
Rule 24f-2 Notice
On behalf of Prudential Allocation 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.
Very truly yours,
/s/ Marguerite E. H. Morrison Marguerite E.H.
Morrison
MM/ln
Enclosures
cover.paf
Boston
September 20, 1995
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, 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, being filed for the fiscal year
ended July 31, 1995 by Prudential Allocation Fund (formerly "Prudential
FlexiFund" and initially "Prudential-Bache FlexiFund"), a trust with
transferable shares (the "Fund"), established under Massachusetts law
pursuant to a Declaration of Trust dated February 23, 1987 (the "Original
Declaration"), as amended by amendments dated January 11, 1990, March 1, 1991
and July 27, 1994, as restated by an Amended and Restated Declaration 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 Designation filed on November 27, 1990, July 28,
1994 and July 20, 1995 (as so amended, 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 instruments amending, restating
and supplementing the same, 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. 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,
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 July 31, 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 July 31, 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 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
A:\24F2OP.9:9/18/95
