June 27,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Multi-Sector Fund, Inc.
(File No. 33-33477)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Multi-Sector 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: 4/30/95
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained unsold
as of beginning of the fiscal year, 5/1/94: 895,549.
3. The number of shares registered during the fiscal year
ended 4/30/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
4/30/95: 10,117,822.
5. The number of shares sold during the fiscal year ended 4/30/95
in reliance upon Rule 24f-2: 9,222,273.
Pursuant to the requirements of Rule 24f-2 there is enclosed the
required opinion of counsel.
Very truly yours,
S. Jane Rose
Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold during fiscal 1995 10,117,822 $ 131,686,445
Shares redeemed during fiscal 1995 (5,303,179)
$(69,053,203) Subtotal 4,814,643
$ 62,633,242
Shares registered under section
24(e) in fiscal 1994 and
remaining unsold at the
beginning of fiscal 1995 895,549 $
11,650,113
Subtotal 3,919,094 $
50,983,129
Fee at 1/29 of 1% $
17,580.39
Shares remaining registered
In definite amount -0-
June 23, 1994
Page 1
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644-3381
June 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Multi-Sector Fund, Inc.
Rule 24f-2 Notice to Form N-1A
Registration Statement File No. 33-33477
Ladies and Gentlemen:
As counsel for Prudential Multi-Sector 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 April
30, 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 9,222,273
shares of common stock, $.001 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 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
KJF/cav
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential Multi-Sector Fund, Inc.
Rule 24f-2 Notice
On behalf of Prudential Multi-Sector 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. We have
submitted the payment due in the amount of $17580.39 by wire transfer.
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
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential Multi-Sector Fund, Inc.
Rule 24f-2 Notice
On behalf of Prudential Multi-Sector 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. We have
submitted the payment due in the amount of $17580.39 by wire transfer.
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
MSF-694.SEC
MM/ln
Enclosures
MSF-694.SEC