February 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Intermediate
Global Income Fund, Inc.
(File No. 33-42093)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Intermediate
Global Income Fund, Inc. pursuant to the requirements of Rule 24f-2
under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 12/31/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of the beginning of the fiscal year, 1/1/94:
None.
3. The number of shares registered during the fiscal year
ended 12/31/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
12/31/94: 1,585,199
5. The number of shares sold during the fiscal year ended
12/31/94 in reliance upon Rule 24f-2: 1,585,199
Pursuant to the requirements of Rule 24f-2, there is enclosed
the required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
SJR:sd S. Jane Rose
Enclosures Secretary
Calculation of Fee No. of Shares Dollar Amount
*Shares sold 1,585,199 $ 12,811,880
Shares redeemed (13,377,619) $(104,107,258)
Net sales for calculation
of fee (11,792,420) $( 91,295,378)
Fee at 1/29 of 1% $ -0-
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022
February 22, 1995
Prudential Intermediate Global
Income Fund, Inc.
One Seaport Plaza
New York, New York 10292
Dear Sirs:
Prudential Intermediate Global Income Fund, Inc., a
Maryland corporation (the "Corporation"), is filing with the
Securities and Exchange Commission a Rule 24f-2 Notice (the
"Notice") with respect to its fiscal year ended December 31, 1994
(the "Fiscal Year") containing the information specified in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act
of 1940 (the "Rule"). The Corporation has previously filed a
Registration Statement on Form N-1A under the Securities Act of
1933 (Registration No. 33-42093), containing the declaration
authorized by paragraph (a)(1) of the Rule to the effect that an
indefinite number of shares of capital stock of the Corporation,
par value $.001 per share (the "Shares"), were being registered
by such Registration Statement. The effect of the Notice, when
accompanied by the filing fee, if any, payable as prescribed by
paragraph (c) of the Rule and by this opinion, will be to make
definite in number the number of Shares sold by the Corporation
during the Fiscal Year in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel, participated in various corporate
and other proceedings relating to the Corporation and to the Rule
24f-2 Shares. We have examined a Certificate of Good Standing
issued by the State Department of Assessments and Taxation of the
State of Maryland, and copies, either certified or otherwise
proven to our satisfaction to be genuine, of the Fund's Charter
and By-laws, as now in effect, the minutes of meetings of its
directors and stockholders and other documents relating to its
organization and operation. We have also reviewed the form of
the Notice being filed by the Corporation.
The Corporation has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by the prospectus of
the Corporation that was current and effective under the 1933 Act
at the time of each sale, and that the Rule 24f-2 Shares were
sold in number within the limits prescribed by the Charter of the
Corporation for a consideration not less than the par value
thereof as required by the laws of the State of Maryland and not
less than the net asset value thereof as required by the 1940
Act.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is
legally existing under the laws of the State of Maryland.
2. The Corporation is authorized by its Charter to
issue two billion (2,000,000,000) Shares. Under Maryland law (i)
the Board of Directors of the Corporation may increase or
decrease the number of Shares that the Corporation has authority
to issue, and (ii) Shares which were issued and which have
subsequently been redeemed by the Corporation are, by virtue of
such redemption, restored to the status of authorized and
unissued Shares.
3. The Rule 24f-2 Shares were legally issued and are
fully paid and non-assessable.
We are members of the Bar of the State of New York and
do not hold ourselves out as being conversant with the laws of
any jurisdiction other than those of the United States of America
and the State of New York. We note that we are not licensed to
practice law in the State of Maryland, and to the extent that any
opinion herein involves the law of Maryland, such opinion should
be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of
Maryland and, where applicable, published cases, rules or
regulations of regulatory bodies of that state.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission together with the Notice,
and to the filing of this opinion under the securities law of any
state.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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