September 27, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Allocation
Fund
(File No. 811-5055)
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 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,
/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
Allocation 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 offers two
series of shares,
Balanced Portfolio and Strategy Portfolio and
each series has four classes of shares designated
Class A, Class B, Class C and Class Z.
3. Investment Company Act File Number: 811-
5055.
Securities Act File Number: 33-12531.
4. Last day of fiscal year for which this
notice is filed:
July 31, 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:
None
9. Number and aggregate sale price of
securities sold during
the fiscal year: 36,028,207/$442,577,644
10. Number and aggregate sale price of
securities sold during
the fiscal year in reliance upon registration
pursuant to rule 24f-2:
36,028,207/$442,577,644
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):5,383,825/$65,147,798
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): $442,577,644 (ii) Aggregate
price of shares issued in
connection with dividend
reinvestment
plans (from item 11, if
applicable): +$65,147,798 (iii)
Aggregate price of shares redeemed or
repurchased during the
fiscal year
(if applicable):
- -$330,565,979
(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):
$177,159,463
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or
regulation
(see instruction C.6):
x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]:
$61,089.47
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).
[X]
Date of mailing or wire transfer of
filing fees to the Commission's
lockbox depository: September 26, 1996
September 27, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential
Allocation Fund
(File No. 811-5055)
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 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,
/s/
Marguerit
e E. H.
Morrison
Marguerit
e 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 Allocation 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 offers two
series of shares,
Balanced Portfolio and Strategy Portfolio
and each series has four classes of shares
designated Class A, Class B, Class C and
Class Z.
3. Investment Company Act File Number:
811-5055.
Securities Act File Number: 33-12531.
4. Last day of fiscal year for which
this notice is filed:
July 31, 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: None
9. Number and aggregate sale price of
securities sold during
the fiscal year:
36,028,207/$442,577,644
10. Number and aggregate sale price of
securities sold during
the fiscal year in reliance upon
registration pursuant to rule 24f-2:
36,028,207/$442,577,644
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):5,383,825/$65,147,798
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): $442,577,644 (ii) Aggregate
price of shares issued in
connection with dividend reinvestment
plans (from item 11, if
applicable): +$65,147,798 (iii)
Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
- -$330,565,979
(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):
$177,159,463
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6):
x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]:
$61,089.47
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).
[X]
Date of mailing or wire transfer of
filing fees to the Commission's
lockbox depository: September 26,
1996
Boston
September 26, 1996
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, 1996
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 July 31, 1996 being filed
with the United States Securities and Exchange Commission (the
"SEC") 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"), which, as
theretofore amended, amended and restated and supplemented, was
further amended and restated in its entirety by an Amended and
Restated Declaration of Trust dated August 16, 1994 (the
Original Declaration, as so amended, amended and restated, and
supplemented, the "Restated Declaration"), and further
supplemented by Amended Certificates of Designation dated
February 12, 1996 and June 18, 1996 (the "Certificates of
Designation", and the
Restated Declaration, as so 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 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 com-
monly 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, 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 July 31, 1996, 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 share-
holders 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 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,
/s/SULLIVAN &
WORCESTER LLP
SULLIVAN &
WORCESTER LLP
F:\TEW\DOCS\PMFM\24F2OP.09 9/26/96 12:16 p
