Prudential Balanced Fund
September 26, 1997
Securities and Exchange
Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for
Prudential Balanced
Fund
(File No. 811-5055)
On behalf of Prudential
Balanced 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.
Fees in the amount of
$28,910.30 have been sent to
the Fund's lockbox effective
September 29, 1997.
Very truly yours,
/
s/ Marguerite E. H. Morrison
Marguerite E. H. Morrison
Assistant Secretary
MM/ln
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
Balanced Fund,
Gateway Center
Three, Newark, NJ
07102.
2. Name of each
series or class of
funds for which
this notice is
filed: The Fund
offers 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: 033-
12531.
4. Last day of fiscal
year for which
this notice is
filed: July 31,
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: 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:19,358,156/$2
46,567,259
10. Number and
aggregate sale
price of
securities sold
during the fiscal
year in reliance
upon registration
pursuant to rule
24f-2:
19,358,156/$246,56
7,259
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): 5,212,515/$65,884,101
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):$246,567,259
(ii) Aggregate
price of shares issued in
connection
with dividend reinvestment
plans (from
item 11, if applicable):
+$65,884,101
(iii) Aggregate
price of shares redeemed or
repurchased
during the fiscal year
(if
applicable):
- -$217,047,379
(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):
$95,403,981
(vi) Multiplier
prescribed by section
6(b) of the
Securities Act of 1933
or other
applicable law or regulation
(see
instruction C.6):
x 1/3300
(vii) Fee due [line
(i) or line (v)
multiplied by
line (vi)]:
$28,910.30
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: September 29,
1997
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 September 26, 1997
Boston
September 26, 1997
Prudential Investments Fund
Management LLC
Gateway Center Three
100 Mulberry Street, 9th floor
Newark, New Jersey 07102-4077
Re: Prudential
Balanced Fund
Rule 24f-2
Notice for
Fiscal Year
Ended July 31,
1997
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, 1997
being filed with the United States Securities and
Exchange Commission (the "SEC") by Prudential
Allocation Fund (formerly "Prudential Allocaton
Fund", theretofore "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, amen-
ded 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, the "Restated Declaration"),
and thereafter supplemented by an Amended and
Restated Certificate of Designation filed on July 20,
1995, as amended by Amended Certificates of
Designation filed on February 14, 1996 and June 20,
1996 (as so amended, the "Certificate of
Designation", and the Restated Declaration, as
supplemented thereby, 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 Declara-
tion, 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
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, 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
July 31, 1997, 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,
SULLIVAN & WORCESTER
LLP
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