February 26, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Structured Maturity Fund, Inc. (File
No. 811-5594)
On behalf of Prudential Structured Maturity 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,
/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 Structured
Maturity Fund, Inc., 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 three classes of shares designated
Class A, Class B and Class C.
3. Investment Company Act File Number: 811-5594.
Securities Act File Number: 33-22363.
4. Last day of fiscal year for which this notice is filed:
December 31, 1995.
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): N/A
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/0
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2: 864,110/$9,928,629
9. Number and aggregate sale price of securities sold during
the fiscal year: 2,681,390/$30,335,572
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2:
2,681,390/$30,335,572
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): 756,821/$8,591,299
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): $30,335,572 (ii)
Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$8,591,299 (iii)
Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$65,314,727
(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 on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $0
(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)]: $0
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: N/A
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 February 26, 1996
PRUDENTIAL STRUCTURED MATURITY FUND,INC. TREASURER'S CERTIFICATE
The undersigned, Treasurer of Prudential Structured Maturity Fund, Inc. a
Maryland Corporation (the Fund), does hereby certify as follows:
1. For the fiscal year ended December 31, 1995, the Fund
issued 3,438,211 shares of Common Stock, $.01 par value, consisting of
1,139,303 Class A shares, 2,229,841 Class B shares and 69,067 Class C
shares.
2. In respect of the issuance of such 3,438,211 shares,
consisting of 1,139,303 Class A shares,2,229,841 Class B shares and
69,067 Class C shares, the Fund received cash consideration of
$38,926,871 consisting of $12,988,151 for Class A shares, $25,159,166
for Class B shares and $779,554 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. To the best of my knowledge and belief, the Fund is in
good standing in the State of Maryland.
5. 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.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: Februrary 26, 1996
/s/ Eugene S. Stark Eugene S.
Stark
SEAL
GARDNER, CARTON & DOUGLAS Suite 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795 (312) 644-3000
TELECOPIER: (312) 644-3381
February 26, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Structured Maturity Fund, Inc.
Rule 24f-2 Notice to Form N-1A Registration Statement
1933 Act File No. 33-22363
1940 Act File No. 811-5594
Ladies and Gentlemen:
As counsel for Prudential Structured Maturity 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
December 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 of the
opinion that the 2,681,390 shares of common stock, $.01 par value per share,
which were registered in indefinite number and sold in reliance on Rule 24f-2
under the Act, were, when issued by the Fund, validly authorized and issued,
fully paid and non-assessable.
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
PHD/KJF/MAM:ec
