December 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Prudential Pacific
Growth Fund, Inc.
File No. 33-42391
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Pacific Growth
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 period: 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: 31,520,981.
5. The number of shares sold during the fiscal year ended
October 31, 1993 in reliance upon Rule 24f-2: 31,520,981.
Pursuant to the requirements of Rule 24f-2, there is enclosed
the required opinion of counsel. The amount of $83,024.27 has been
forwarded to the Securities and Exchange Commission in payment of
the fee as calculated below.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
SJR/fam
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 31,520,981 $533,801,236
Shares redeemed (17,592,357) (293,032,528)
Net of sales for
calculation of fee 13,928,624 240,768,707
Fee at 1/29 of 1% $ 83,024.27
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
December 27, 1994
Prudential Pacific Growth Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential Pacific Growth 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 July 16, 1992. 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 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
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. We are generally familiar with the business affairs of
the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus 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
