December 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Prudential Short-Term Global Income
Fund, Inc. -- File No. 33-33479
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Short-Term Global
Income Fund, Inc. pursuant to the requirements of Rule 24f-2 under
the Investment Company Act of 1940.
1. Fiscal year end for which notice is filed: October 31,
1994.
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: None.
3. The number of shares registered during the fiscal year
ended October 31, 1994 other than pursuant to Rule 24f-2:
None.
4. The number of shares sold* during the fiscal year ended
October 31, 1994: 3,905,504.
5. The number of shares sold during the fiscal year ended
October 31, 1994 in reliance upon Rule 24f-2: 3,905,504.
Pursuant to the requirements of Rule 24f-2, I have enclosed
the required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
SJR/fam
Enclosures
<PAGE>
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 3,905,504 $16,110,653
Shares redeemed (69,012,339) (296,353,764)
Net of sales for
calculation of fee (65,106,835) $(280,243,111)
Fee at 1/29 of 1% $ -0-
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
December 27, 1994
Prudential Short-Term Global Income Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential Short-Term Global Income Fund, Inc. (the "Fund"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") a Rule 24f-2 Notice (the "Rule 24f-2 Notice") containing the
information contained in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Rule"). In its Registration Statement on
Form N-1A, the Fund filed the declaration authorized by paragraph (a)(1) of the
Rule to the effect that an indefinite number of shares of common stock of the
Fund, par value $.001 per share (the "Shares"), were being registered by such
Registration Statement. Such Registration Statement became effective on October
25, 1990. The effect of the Rule 24f-2 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
Fund during the fiscal year ended October 31, 1994 in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have served as counsel to the Fund since its inception. We have, as
counsel, participated in various proceedings relating to the Fund and 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 dated
December 21, 1994, and copies, either certified or otherwise proven to our
satisfaction to be genuine, of the Fund's Articles of Incorporation and By-laws,
as currently in effect, the minutes of meetings of its Board of Directors and
other documents relating to the organization and operation of the Fund. We have
also reviewed the form of the Rule 24f-2 Notice being filed by the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectuses of the Fund current at the time of each sale,
and that the Rule 24f-2 Shares were sold in number within the limits prescribed
by the Fund's Articles of Incorporation for consideration not less than the net
asset value thereof as required by the Investment Company Act of 1940, as
amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under the
laws of the State of Maryland.
2. The Fund is authorized by its Articles of Incorporation to issue two
billion (2,000,000,000) Shares. Under Maryland law (i) the Board of
Directors of the Fund may increase or decrease the number of Shares
that the Fund has authority to issue, and (ii) Shares which were
issued and which have subsequently been redeemed by the Fund 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 hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this Opinion under the securities laws of any state.
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.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:JHG:MKN:LEB:dcj
