December 21, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Equity Income Fund (File No. 811-
4864)
On behalf of Prudential Equity Income Fund, enclosed for filing under the
Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system. Please
acknowledge receipt of this filing by stamping a copy
of this letter and returning it in the enclosed self-addressed postage paid
envelope.
Very truly yours,
/s/ Marguerite E. H. Morrison Marguerite
E.H. Morrison Assistant Secretary
MM/ln
Enclosures
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 Equity Income
Fund, One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers three classes of shares designated Class
A, Class B and Class C.
3. Investment Company Act File Number: 811-4864.
Securities Act File Number: 33-9269.
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
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during
the fiscal year: 22,964,734/$316,847,598
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule 24f-2:
22,964,734/$316,847,598
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): 5,534,791/$71,744,648
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): $316,847,598 (ii)
Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$71,744,648
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$340,549,130
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): + None
(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): $48,043,116
(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)]: $16,566.59
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).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: December 21, 1995
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 21, 1995
PRUDENTIAL EQUITY INCOME FUND ASSISTANT TREASURER'S
CERTIFICATE
The undersigned, Treasurer of Prudential Equity Income Fund, a
Massachusetts business trust (the Fund), does hereby certify as follows:
1. For the fiscal year ended October 31, 1995 the Fund
issued 22,964,734 shares of beneficial interest $.01 par value,
consisting of 9,088,782 Class A shares,13,633,791 Class B shares and
242,161 Class C shares.
2. In respect of the issuance of such 22,964,734 shares,
consisting of 9,088,782 Class A shares,13,633,791 Class B shares and
242,161 Class C shares the Fund received cash consideration of
$316,847,598 consisting of $126,729,970 for Class A shares,
$186,744,983 for Class B shares and $3,372,645 for Class C shares.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.01.
4. To the best of my knowledge and belief, the Fund is in
good standing in the State of Massachusetts.
In Witness Whereof, I have hereunto signed my name as
Treasurer of the Fund.
Date: December 20, 1995
(SEAL) /s/Stephen M. Ungerman
Stephen M. Ungerman
Boston
December 19, 1995
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, 1995
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law in
connection with the Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "Notice"), for the fiscal year ended October 31,
1995, being filed by Prudential Equity Income Fund (formerly "Prudential-
Bache Equity Income Fund"), a trust with transferable shares (the "Fund"),
established under Massachusetts law pursuant to a Declaration of Trust dated
September 18, 1986, as amended by Amendments dated November 6, 1986, January
11, 1990, and March 1, 1991, as amended and restated by an Amended and
Restated Declaration of Trust dated August 16, 1994, as further amended by an
Amendment dated December 14, 1995, as supplemented by a Certificate of
Designation of Series dated January 11, 1990, as amended and restated by an
Amended and Restated Certificate of Designation of Series dated July 27, 1994
(as so amended, amended and restated, further amended, and supplemented, 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 connection we have examined and are familiar with
the Declaration, the By-laws of the Fund, the Notice, the most recent forms of
the Prospectus and the Statement of Additional Information included in the
Fund's Registration Statement on Form N-1A, the records of the actions of the
Trustees of the Fund to organize the Fund and to authorize 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 authenticity 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 the laws of The Commonwealth of Massachusetts:
1. The Fund is validly existing as a trust with transferable 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, 1995 (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 outstanding at October 31, 1995
were fully paid and non-assessable 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 Securities Act, or to
federal securities or other laws. We hereby consent to the filing of this
opinion with the Securities and Exchange Commission in connection with the
Notice, but we do not thereby concede that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended.
Very truly yours,
/s/SULLIVAN & WORCESTER
SULLIVAN & WORCESTER
(A REGISTERED LIMITED LIABILITY PARTNERSHIP)
C:\TRANSFER\OPINION.ASC:12/15/95
