June 27, 1994
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: 4/30/94
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, 5/1/93: None.
3. The number of shares registered during the fiscal year ended 4/30/94
other than pursuant to Rule 24f-2: 2,902,819.
4. The number of shares sold* during the fiscal period ended 4/30/94:
5,938,548.
5. The number of shares sold during the fiscal period ended 4/30/94 in
reliance upon Rule 24f-2: 3,931,278.
Pursuant to the requirements of Rule 24f-2, I have enclosed the required
opinion of counsel.
Very truly yours,
S. Jane Rose
Secretary
SJR/ln
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold during fiscal 1994 5,938,548 $80,884,445
Shares redeemed during fiscal 1994 3,931,278 $(53,120,193)
subtotal 2,007,270 $27,764,252
Shares registered under Section
24(e) in fiscal 1994 2,902,819
Less shares sold in reliance on
24(e) during 1994 2,007,270 $(27,764,252)
$ -0-
Fee at 1/29 of 1% $ -0-
Shares remaining registered 895,549
in definite amount
November 29, 1994
Prudential Institutional Fund
One Seaport Plaza
New York, NY 10292
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Prudential Institutional Fund ("Trust") is a business trust
organized under the laws of the State of Delaware and governed by
an Agreement and Declaration of Trust, dated May 11, 1992, as
amended on July 7, 1992 (the "Trust Instrument"). We understand
that the Trust is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended
("1940 Act"), for the purpose of making definite the number of
shares of beneficial interest, par value $0.001 per share, which it
has registered under the Securities Act of 1933, as amended ("1933
Act"), and sold during its fiscal year ended September 30, 1994.
We have, as counsel, participated in various matters relating
to the Trust. We have examined copies, either certified or
otherwise proved to be genuine, of the Trust Instrument and the
Trust's By-Laws, as now in effect, and the minutes of meetings of
the trustees of the Trust, and we generally are familiar with its
business affairs. For certain matters of fact, we have relied upon
representations of officers of the Trust. Based on the foregoing,
it is our opinion that the Shares sold during the fiscal year ended
September 30, 1994, the registration of which will be made definite
by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable.
The Trust is a business trust established pursuant to the
Delaware Business Trust Act ("Delaware Act"). The Delaware Act
provides that a shareholder of the Trust is entitled to the same
limitation of personal liability extended to shareholders of
for-profit corporations. To the extent that the Trust or any of
its shareholders becomes subject to the jurisdiction of courts in
states which do not have statutory or other authority limiting the
liability of business trust shareholders, such courts might not
apply the Delaware Act and, thus, might subject Trust
shareholders to liability.To guard against this risk, the Trust
Instrument: (1) requires that every written obligation of the
Trust contain a statement that such obligation may be enforced
only against the assets of the Trust and (2) provides for
indemnification out of Trust property of any shareholder held
personally liable, solely by reason of being a shareholder, for the
obligations of the Trust. Thus, the risk of a Trust shareholder
incurring financial loss beyond the shareholder's investment
because of shareholder liability is limited to circumstances in
which a court refuses to apply Delaware law, no contractual
limitation of liability was in effect, and the Trust itself would
be unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act, the
1940 Act, or applicable state securities laws in connection with
the sales of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART
By ____________________________
Robert J. Zutz
