December 16, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Equity
Income Fund (File No. 811-4864)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Equity Income
Fund, pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year 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 11/1/93:
None.
3. The number of shares registered during the fiscal year
ended 10/31/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
10/31/94: 48,791,659.
5. The number of shares sold during the fiscal year ended
10/31/94 in reliance upon Rule 24f-2: 48,791,659.
Pursuant to Rule 24f-2, there is enclosed the required opinion
of counsel. The amount of $156,592.23 has been forwarded by wire
transfer under the Edgar system.
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 48,791,659 $ 673,039,010
Shares redeemed (15,931,096) (218,924,735)
Net of sales for
calculation of fee 32,860,563 $ 454,114,275
Fee at 1/29 of 1% $ 156,592.23
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Boston
December 16, 1994
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Prudential Equity Income Fund -
Rule 24f-2 Notice for Fiscal Year
Ended October 31, 1994
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massa-
chusetts law in connection with the Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the "No-
tice"), for the fiscal year ended October 31, 1994, being filed by
Prudential Equity Income Fund (formerly "Prudential-Bache Equity
Income Fund"), a trust with transferable shares (the "Fund"), es-
tablished under Massachusetts law pursuant to a Declaration of
Trust dated September 18, 1986, and therafter from time to time
amended, all as restated by a Restated Declaration of Trust dated
August 16, 1994 (as so amended and restated the "Declaration").
We have reviewed the actions taken by the Trustees of the Fund
to organize the Trust and to authorize the issuance and sale of the
several series of shares of beneficial interest, par value $.01 per
share (the Shares"), authorized by the Declaration. In this con-
nection we have examined and are familiar with the Declaration, the
By-laws of the Fund, the Notice, the most recent forms of the Pros-
pectus and the Statement of Additional Information included in the
Fund's Registration Statement on Form N-1A, the records of the ac-
tions of the Trustees of the Fund to organize the Fund and to auth-
orize the issuance of Shares, certificates of Trustees and officers
of the Fund and of public officials as to other matters of fact,
and such questions of law and fact, as we have considered necessary
or appropriate for purposes of the opinions expressed herein. We
have assumed the genuineness of the signatures on, and the authen-
ticity of, all documents furnished to us, and the conformity to the
originals of documents submitted to us as copies, which we have not
independently verified.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under Massachusetts law:
1. The Fund is validly existing as a trust with trans-
ferable shares of the type commonly called a Massachusetts
business trust.
2. The Fund is authorized to issue an unlimited number
of Shares; the Shares of each series issued by the Fund during
the fiscal year ended October 31, 1994 (the "Issued Shares")
were duly and validly authorized by all requisite action of
the Trustees of the Fund, and no action of shareholders of the
Fund was required in such connection.
3. The Issued Shares were validly and legally issued by
the Fund, and all of the Issued Shares which remained out-
standing at October 31, 1994, were fully paid and non-assess-
able by the Fund.
With respect to the opinion stated in paragraph 3 above, we
wish to point out that the shareholders of a Massachusetts business
trust may under some circumstances be subject to assessment at the
instance of creditors to pay the obligations of such trust in the
event that its assets are insufficient for the purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of Massachusetts applying to business
trusts generally, but does not extend to the Massachusetts Securi-
ties Act, or to federal securities or other laws.
We hereby consent to the filing of this opinion with the Secu-
rities and Exchange Commission in connection with the Notice, but
we do not thereby concede that we come within the category of per-
sons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
Very truly yours,
/s/Sullivan & Worcester
SULLIVAN & WORCESTER
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