July
27, 1995 Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential Global Genesis Fund, Inc.
Rule 24f-2 Notice
On behalf of Prudential Global Genesis Fund, Inc., 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,
Marguerite E.H. Morrison MM/ln
Enclosures
July 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Global Genesis Fund, Inc. (File No. 811-
5248)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Global Genesis Fund, Inc.,
pursuan to the requirements of Rule 24f2 under the Investment Company Act of
1940.
1. Fiscal year for which notice is filed: May 31, 1995.
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 but which remained unsold as of the beginning of
the fiscal year, 6/1/94: None.
3. The number of shares registered during the fiscal year ended
5/31/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 5/31/95:
12,620,244
5. The number of shares sold during the fiscal year ended 5/31/95 in
reliance upon Rule 24f-2: 12,620,244
Pursuant to the requirements of Rule 24f-2, enclosed please find the required
opinion of counsel.
Very truly yours,
S. Jane Rose
Secretary
SJR/ef
Encls.
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 12,620,244 $224,060,903 Shares redeemed
(12,718,240) (224,779,926) Net of sales for
calculation of fee (97,996) $ (719,023)
Fee at 1/29 of 1% $ - 0 -
PRUDENTIAL GLOBAL GENESIS FUND, INC. TREASURER'S CERTIFICATE The
undersigned Treasurer of Prudential Global Genesis Fund, Inc.,
a Maryland Corporation (the "Fund"), does hereby certify as
follows:
1. For the fiscal year ended May 31, 1995 the Fund issued
12,620,244 shares of Common Stock, $.01 par value, consisting of
4,817,896 Class A shares, 7,705,630 Class B shares and 96,718 Class C shares.
2. In respect of the issuance of such shares, consisting of
4,817,896 Class A shares,7,705,630 Class B shares and 96,718 Class C
shares,the Fund received cash consideration of $224,060,903
consisting of $86,049,005 for Class A shares, $136,289,048 for
Class B shares and $1,722,850 for Class C shares.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.01.
4. At no time during the fiscal year were there issued and
outstanding more shares of the Fund's Common Stock than authorized by
the Articles of Incorporation.
5. To the best of my knowledge and belief, the Fund is in
good standing in the State of Maryland.
In Witness Whereof, I have hereunto signed my name as
Treasurer of the Fund.
Date: July 27, 1995
(SEAL)
/ s / Susan C. Cote
Securities and Exchange Commission
July 26, 1995
Page 1
GARDNER, CARTON & DOUGLAS Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795 (312) 644-3000 Telecopier:
(312) 644-3381
July 27, 1995
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Global Genesis Fund, Inc.
Rule 24f-2 Notice to Form N-1A
Registration Statement File No. 33-15985 and File No. 811-5248
Ladies and Gentlemen:
As counsel for Prudential Global Genesis Fund, Inc., a Maryland corporation (the
"Fund"), we have examined the proceedings taken and being taken with respect to
the Notice filed by the Fund pursuant to Rule 24f-2 under the Investment
Company Act of 1940 (the "Act"), making definite in number the shares
registered pursuant to that Rule for the fiscal year ended May 31, 1995.
We have examined all instruments, documents and records which, in our opinion,
were necessary of examination for the purpose of rendering this opinion.
Based upon such examination, we are ofthe opinion that the 12,620,244
shares of common stock, $.01 par value per share, which were registered
in indefinite number pursuant to Rule 24f-2 under the Act were, when
issued by the Fund, validly authorized and issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion pursuant to Rule 24f-2 and to
the reference to us in the Notice filed herewith.
Very truly yours,
/s/ GARDNER, CARTON & DOUGLAS
GARDNER, CARTON & DOUGLAS PHD/HJM/KJF/cav
