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 Pacific Growth 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:
Class A, Class B and Class C shares.
3. Investment Company Act File Number: 811-6391.
Securities Act File Number: 33-42391.
4. Last day of fiscal year for which this notice is filed: October 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):
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: None/$0
9. Number and aggregate sale price of securities sold during the fiscal
year: 72,990,373/$1,087,924,631
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
72,990,373/$1,087,924,631
<PAGE>
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):
214,232/$3,169,310
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): $1,087,924,631
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 3,169,310
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -1,156,956,761
(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 of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): (65,862,820)
(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:
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 December 26, 1995
PGF/24F-1295.NOT
PRUDENTIAL PACIFIC GROWTH FUND, INC.
One Seaport Plaza
New York, New York 10292
December 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Pacific Growth Fund, Inc.
File Nos. 33-42391 and 811-6391
Ladies and Gentlemen:
On behalf of Prudential Pacific Growth Fund, Inc. enclosed for filing,
under the Investment Company Act of 1940, are:
(1) the Form 24f-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR System.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/ Ellyn C. Acker
Ellyn C. Acker
Assistant Secretary
Enclosures
PGF/24F2-95.LTR
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
December 26, 1995
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, 1995 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 19, 1995, 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
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