PRUDENTIAL EQUITY INCOME FUND
N-30D, 1995-01-11
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Letter to Shareholders

December 8, 1994

Dear Shareholder:

  In the past year, the stock market has provided both good and bad times for 
mutual fund investors. Stock market returns slowed at the end of 1993, and 
despite a short summer rally, they have been modest all during 1994. We are 
pleased to announce that despite the ups and downs of this difficult stock 
market, the Prudential Equity Income Fund earned above-average returns.


Our Objective

  The Prudential Equity Income Fund seeks to provide both current income and 
capital appreciation through a portfolio of common stocks and convertible 
securities that provide investment income returns above those of the Standard &
Poor's 500 Index or the NYSE Composite Index.  The Fund may hold up to 30% of 
assets in securities of foreign issue and up to 35% of assets in bonds. We may 
also use derivatives like options to hedge risk, although we have not done so 
during this reporting period.

Strong Earnings & Rising Rates Battle It Out

  As strong corporate earnings reports and steadily rising interest rates 
battled for dominance of the financial headlines this year, the U.S. stock 
market reacted to each in turn. While the rounds of favorable earnings reports
bolstered stock prices, the Federal Reserve's course of interest rate hikes 
shook investor confidence. To weather this turbulence, we have been emphasizing
stocks of companies expected to benefit from economic recovery--like industrial
and technology stocks.

Benefitting from Industrial Strength--Steel, Paper and Chemicals

  Stocks of industrial companies, representing almost one-quarter of Fund 
assets, comprised the largest concentration of holdings as of October 31, 1994.
This significant position represents the Fund's strategy of emphasizing 
companies we believe will benefit from increasing economic activity around the 
globe. In keeping with its value investment philosophy, the Fund has sought 
stocks that seem to be bargains, especially after recent price declines within 
the steel, paper and chemical industries.

                                          -1-

<PAGE>

Finance: Opportunities in Real Estate, Financial Services & Insurance

  Rising U.S. interest rates may have created value investment opportunities in
the finance sector.  Accordingly, finance represents the second largest sector 
of the Fund's holdings as of October 31, 1994, approximately one-fifth of Fund 
assets. Within this sector, the Fund holds real estate investment trusts 
(REITs) and traditional high dividend stocks of insurance and financial 
services firms, such as securities brokerages.  REITs, trusts invested in 
commercial real estate like office buildings and retail malls, are currently 
the Fund's largest financial holding.  We believe they may offer the potential 
for above-average dividend and price appreciation.  Of course, to finance these
payouts, REITs rely on financing sources; a robust stock market is the key to 
their continued growth.


Utilities and Energy

  Stocks of two other traditional high dividend industries, utilities and 
energy, continue to be important areas for the Fund although our emphasis in 
utilities may decline over the long haul. Increasing demand spurred by an 
upswing in economic activity should help raise oil and natural gas prices and 
such price increases tend to benefit stocks of companies in these industries 
and the energy sector in general. Over the short term, selected utility stocks 
may represent value opportunities; this sector has also suffered dramatic price
declines as a result of increasing U.S. interest rates. For the long run, we 
believe some areas of the utility sector may have good growth potential, like 
telecommunications services, the Fund's second largest industry holding, which 
is benefitting from increasing cellular phone usage and expansion overseas. Of 
course, stocks in these sectors also traditionally offer attractive yields.

Outlook

  The strengthening global economy, rising interest rates and the specter of 
returning inflation have made 1994 a difficult year for equity mutual fund 
investors.  Despite the volatility seen throughout the first three quarters of 
the year, we expect that the strong earnings of U.S. corporations and the 
fundamental soundness of the U.S. economy will help keep inflation at bay and 
allow the U.S. stock market to post modest positive returns for the full

                                  -2-

<PAGE>

year 1994. Selection of individual securities will be increasingly important in
such an environment, and we will continue to focus on the sectors and the stocks
we expect to weather the changing market well.

  Thank you for selecting the Prudential Equity Income Fund for the portion of 
your portfolio devoted to high dividend stocks.

Sincerely,

Lawrence C. McQuade                     Warren E. Spitz
President                               Portfolio Manager

                                 -3-

<PAGE>

PORTFOLIO       Q&A


                (PICTURE)

                Warren Spitz


We talked with portfolio manager Warren Spitz about his favorite sectors.

Q: Why do you expect industrial stocks to continue to outperform consumer 
stocks?

A. Many of industrial companies manufactured goods at levels far below their 
   maximum output potential--known as capacity utilization--during the 1980s.
   Now that the economy is expanding  at a healthy clip, that situation has 
   reversed itself and many are reaching their peak capacity.  That gives them 
   pricing power, or the ability to charge higher prices because their goods 
   are becoming more valuable, and higher prices should translate to higher 
   stock prices. As long as the U.S. economy keeps expanding this way, I expect
   companies in the industrial sector, particularly in chemicals, paper and 
   steel, to benefit. At the same time, consumer-oriented companies are still 
   feeling the pricing pressure that will keep their stock prices in check for 
   the near future.  Of course, if the stock market stumbles, my outlook for 
   this sector will be less optimistic.

Q. What opportunities do you see in Real Estate Investment Trusts (REITs)?

A. In the current market environment, where rising interest rates have put 
   pressure on traditional high dividend sectors, REITs offer one of the best 
   opportunities for above-average dividend and price appreciation.  Rising 
   interest rates have also brought price reductions to this sector, which 
   created some good opportunities to buy securities that are undervalued.  We 
   also expect an increase in the amount of REITs issued will be readily 
   absorbed by pension funds and insurers.  Traditionally, these companies 
   bought real estate directly, but after being burned by falling prices in the
   1980s and early 1990s, they're beginning to prefer this more-liquid real 
   estate investment option.  Once again, a strong stock market is key to my 
   outlook for REITs.

Q: What's your outlook for energy stocks?

A. I think energy companies have drastically reduced their budgets for research
   and development, especially in oil exploration and production, for the past 
   five or ten years.  Growing demand and stagnant supply levels, mostly as a 
   result of this underinvestment, may in the near future put upward pressure 
   on energy prices. The most direct beneficiaries? I believe it will be oil 
   exploration and oil services stocks; consequently, I continue to explore 
   opportunities inthese industries.
 
                                    -4-
<PAGE>

PRUDENTIAL EQUITY INCOME FUND                  Portfolio of Investments
                                                       October 31, 1994
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)
<C>          <S>                           <C>
             LONG-TERM INVESTMENTS--93.6%
             Common Stocks--68.9%
             Aerospace/Defense--5.9%
   91,800    Alliant Techsystems,
               Inc.*.....................  $  3,155,625
  159,500    E-Systems, Inc..............     6,619,250
   35,500    Moog, Inc.*.................       297,313
  583,600    Northrop Grumman Corp.......    25,605,450
  134,400    Rockwell International
               Corp......................     4,687,200
1,006,400    Thiokol Corp................    24,782,600
                                           ------------
                                             65,147,438
                                           ------------
             Automobiles & Trucks--0.5%
  150,000    General Motors Corp.........     5,925,000
                                           ------------
             Banking--0.1%
   15,100    First Fidelity Bancorp......       679,500
                                           ------------
             Chemicals--0.6%
  180,100    Potash Corp. Saskatchewan,
               Inc.......................     6,371,037
                                           ------------
             Computer Hardware--2.9%
   93,900    Digital Equipment Corp.*....     2,875,688
  390,900    International Business
               Machines Corp.............    29,122,050
                                           ------------
                                             31,997,738
                                           ------------
             Computer Software & Services--0.7%
  831,100    Intergraph Corp.*...........     7,168,238
   25,200    Shared Medical Systems
               Corp......................       743,400
                                           ------------
                                              7,911,638
                                           ------------
             Conglomerate--0.7%
   88,300    ITT Corp....................     7,792,475
                                           ------------
             Drugs & Medical Supplies--0.9%
  400,000    Baxter International,
               Inc.......................    10,400,000
                                           ------------
             Electrical Equipment--1.6%
1,220,100    Westinghouse Electric
               Corp......................    17,233,913
                                           ------------
             Electric Utilities--3.1%
   81,000    Central & South West
               Corp......................     1,822,500
   26,200    Central Hudson Gas &
               Electric Co...............       641,900
   47,000    Central Louisiana Electric
               Co........................     1,016,375
  227,311    CINergy Corp................     5,256,558
  457,800    Entergy Corp................  $ 10,701,075
  116,900    NIPSCO Industries, Inc......     3,258,587
  170,700    Pinnacle West Capital
               Corp......................     3,179,288
  100,000    Public Service Enterprise,
               Inc.......................     2,625,000
  280,600    SCE Corp....................     3,893,325
   75,000    Texas Utilities Co..........     2,446,875
                                           ------------
                                             34,841,483
                                           ------------
             Electronics--1.5%
  348,900    Esterline Technologies
               Corp.*....................     4,317,638
  462,800    IMO Industries, Inc.*.......     4,396,600
    5,400    Kollmorgen Corp.............        35,100
  379,400    Newport Corp................     2,892,925
  114,100    Pacific Scientific Co.......     5,419,750
                                           ------------
                                             17,062,013
                                           ------------
             Energy Equipment & Services--2.0%
  101,000    Smith International,
               Inc.*.....................     1,691,750
  375,400    Sonat Offshore Drilling,
               Inc.......................     7,461,075
  218,300    USX Corp....................     8,186,250
  740,300    Varco International, Inc....     5,182,100
                                           ------------
                                             22,521,175
                                           ------------
             Energy Systems--8.4%
  773,700    Baker Hughes, Inc...........    15,860,850
  683,100    Dresser Industries, Inc.....    14,430,488
  595,000    Halliburton Co..............    22,015,000
  954,500    McDermott International,
               Inc.......................    24,459,063
1,025,000    Morrison Knudsen Corp.......    16,015,624
                                           ------------
                                             92,781,025
                                           ------------
             Financial Services--5.9%
  147,900    Alex Brown, Inc.............     4,085,738
  800,000    Bear Stearns Cos., Inc......    13,000,000
  330,900    Edwards (A.G.), Inc.........     6,121,650
  111,600    Legg Mason, Inc.............     2,343,600
1,169,600    Lehman Brothers Holdings,
               Inc.......................    18,128,800
  300,000    Merrill Lynch & Co., Inc....    11,812,500
  150,000    Morgan Stanley Group,
               Inc.......................     9,806,250
                                           ------------
                                             65,298,538
                                           ------------
</TABLE>
 
                                      -5-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL EQUITY INCOME FUND
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)
<C>          <S>                           <C>
             Gas Distribution--2.0%
  259,800    British Gas plc., ADS
               (United Kindom)...........  $ 12,308,025
   76,400    Equitable Resources, Inc....     2,330,200
  237,450    KN Energy, Inc..............     5,847,206
   58,450    Yankee Energy System,
               Inc.......................     1,307,819
                                           ------------
                                             21,793,250
                                           ------------
             Gas Pipelines--2.4%
  462,000    Panhandle Eastern Corp......    10,857,000
  208,300    Sonat, Inc..................     6,769,750
  410,000    TransCanada Pipelines,
               Ltd.......................     5,330,000
  228,900    Transco Energy Co...........     3,290,438
                                           ------------
                                             26,247,188
                                           ------------
             Insurance--5.1%
  175,400    Aetna Life & Casualty Co....     8,090,325
  981,100    Alexander & Alexander
               Services, Inc.............    19,867,275
  138,700    Allstate Corp...............     3,346,138
  548,200    Continental Corp............     8,291,525
  113,400    Jefferson-Pilot Corp........     6,151,950
   49,000    Lincoln National Corp.......     1,776,250
   85,400    Ohio Casualty Corp..........     2,497,950
   56,300    SAFECO Corp.................     2,822,037
  140,100    Selective Insurance Group,
               Inc.......................     3,537,525
                                           ------------
                                             56,380,975
                                           ------------
             Integrated Producers--5.5%
   19,000    Kerr-McGee Corp.............       933,375
   33,300    Mobil Corp..................     2,863,800
  544,300    Occidental Petroleum
               Corp......................    11,906,562
   49,800    Petroleum Heat & Power,
               Inc.......................       460,650
  382,800    Quaker State Corp...........     5,215,650
  469,170    Societe Nationale ELF
               Aquitaine, ADR
               (France)..................    17,183,351
  158,700    Sun Co., Inc................     5,098,238
   39,400    Texaco, Inc.................     2,575,775
  762,000    USX Marathon Group..........    14,287,500
                                           ------------
                                             60,524,901
                                           ------------
             Machinery--0.2%
  277,300    Terex Corp.*................  $  2,149,075
                                           ------------
             Media--0.4%
  132,700    Pulitzer Publishing Co......     4,744,025
                                           ------------
             Miscellaneous Industrial--1.9%
   60,000    Hanson plc., ADR (United
               Kingdom)..................     1,117,500
  452,000    Tenneco, Inc................    20,001,000
                                           ------------
                                             21,118,500
                                           ------------
             Realty Investment Trust--10.5%
  271,000    AMLI Residential Property
               Trust.....................     5,149,000
  315,000    Avalon Properties, Inc......     6,142,500
  231,200    Beacon Properties...........     4,363,900
   24,600    Carr Reality Corp...........       479,700
   68,100    Charles E. Smith Residential
               Realty, Inc...............     1,685,474
  611,000    Crescent Real Estate
               Equities..................    16,497,000
  776,900    Equity Residential Property
               Trust.....................    23,209,887
  161,900    First Union Real Estate
               Equity & Mortgage
               Investments...............     1,254,725
  457,700    Gables Residential Trust....     9,840,550
  300,000    Glimcher Reality Trust......     5,812,500
  400,000    Irvine Apartment
               Communities, Inc..........     7,100,000
   96,000    JP Reality, Inc.............     1,884,000
   41,700    Kimco Reality Corp..........     1,527,262
  230,000    Malan Reality
               Investors, Inc............     3,450,000
  300,000    Manufactured Home
               Communities, Inc..........     5,587,500
  386,742    Property Trust of America...     6,236,215
  285,700    Simon Property Group,
               Inc.......................     6,821,087
  196,200    Vornado Reality Trust.......     6,180,300
   69,600    Weingarten Realty Investors,
               Inc.......................     2,383,800
                                           ------------
                                            115,605,400
                                           ------------
             Retail
   13,100    Bradlees, Inc...............       201,413
                                           ------------
             Steel
   59,600    Tubos De Acero De Mexico,
               S.A., ADR*(Mexico)........       312,900
                                           ------------
</TABLE>
 
                                      -6-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL EQUITY INCOME FUND
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)
<C>          <S>                           <C>
             Telecommunication Services--6.1%
   13,600    Ameritech Corp..............  $    549,100
  100,000    BellSouth Corp..............     5,325,000
  165,900    GTE Corp....................     5,101,425
  196,700    NYNEX Corp..................     7,720,475
  885,800    Telefonos de Mexico, S.A.,
               ADR
               (Mexico)..................    48,829,725
   11,600    U.S. West, Inc..............       436,450
                                           ------------
                                             67,962,175
                                           ------------
             Total common stocks
             (cost $733,942,598).........   763,002,775
                                           ------------
             Preferred Stocks--14.8%
             Aluminum--1.3%
  422,500    Kaiser Aluminum Corp.,
               Conv. $8.25...............     4,753,125
  193,500    Reynolds Metals Co., Conv.
               $3.31.....................    10,158,750
                                           ------------
                                             14,911,875
                                           ------------
             Automobiles & Trucks--2.7%
  118,000    Chrysler Corp., Conv.
               $4.63.....................    16,077,500
  143,000    Ford Motor Co., Conv.
               $4.20.....................    13,835,250
                                           ------------
                                             29,912,750
                                           ------------
             Electrical Equipment--2.3%
1,743,000    Westinghouse Electric Corp.,
               Conv. $1.30...............    25,491,375
                                           ------------
             Electric Utilities--0.1%
    2,100    Gulf States Utilities Co.,
               $5.08, Class E............       120,093
   11,205    Gulf States Utilities Co.,
               $8.08, Class K............     1,131,705
                                           ------------
                                              1,251,798
                                           ------------
             Energy Systems--0.7%
  100,000    McDermott International,
               Inc., Conv. $5.75, Ser.
               C.........................     4,262,500
  149,300    Reading & Bates Corp.,*
               Conv. $1.63...............     3,639,187
                                           ------------
                                              7,901,687
                                           ------------
             Insurance--0.5%
  102,200    Alexander & Alexander
               Services, Inc.,
               Conv. $3.63, Ser. A.......  $  4,394,600
   12,700    USF & G Corp., Conv. $4.10,
               Ser. A....................       590,550
                                           ------------
                                              4,985,150
                                           ------------
             Integrated Producers--1.0%
  110,000    Noble Drilling Corp.,*
               Conv. $1.50...............     2,695,000
   49,000    Unocal Corp., Conv. $3.50...     2,707,250
  118,900    USX Marathon Group, Conv.
               6.5%......................     5,989,587
                                           ------------
                                             11,391,837
                                           ------------
             Mining--0.6%
  100,000    Echo Bay Finance Corp.,
               Conv. $1.75 Ser. A........     3,737,500
   60,000    Hecla Mining Co.
               Conv. 7%, Ser. B..........     3,015,000
                                           ------------
                                              6,752,500
                                           ------------
             Oil & Gas Exploration & Production--0.4%
   85,000    Parker & Parsley Capital,
               Conv. 6.25%...............     4,430,625
                                           ------------
             Paper--1.3%
  181,800    Bowater, Inc., Conv. 7%,
               Ser. B....................     4,726,800
  451,200    James River Corp., Conv.
               $9.00.....................     9,926,400
                                           ------------
                                             14,653,200
                                           ------------
             Realty Investment Trust--0.1%
   54,600    Property Trust of America,
               Conv. $1.75, Ser. A.......     1,180,725
                                           ------------
             Steel--1.1%
  228,000    Bethleham Steel Corp.,
               Conv. $3.50...............    12,255,000
                                           ------------
             Tobacco--2.7%
4,400,000    RJR Nabisco Holdings, Inc.,
               Conv. $0.60, PERCS........    30,250,000
                                           ------------
             Total preferred stocks
               (cost $162,231,512).......   165,368,522
                                           ------------
</TABLE>
 
                                      -7-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL EQUITY INCOME FUND
<TABLE>
<CAPTION>
 Moody's   Principal
  Rating    Amount                                Value
(Unaudited)  (000)          Description         (Note 1)
<C>           <C>           <S>                 <C>
                            Convertible Bonds--4.7%
                            Computer Hardware--1.8%
B2            $    2,300    Conner Peripherals, Inc.,
                            Sub. Deb.,
                              6.75%, 3/1/01...  $    1,799,750
B2                 5,250    Quantum Corp.,
                              Deb.,
                            6.375%, 4/1/02....       5,197,500
                            Seagate
                              Technology,
B1                 3,407    Deb.,
                              6.75%, 5/1/12...       2,912,985
B1                 9,000    Sub. Deb.,
                              5.00%,
                              11/1/03.........       9,767,610
                                                --------------
                                                    19,677,845
                                                --------------
                            Fertilizer--0.4%
Caa                4,500    IMC Fertilizer
                              Group, Deb.,
                            6.25%, 12/1/01....       4,117,500
                                                --------------
                            Integrated Oil--0.4%
Aa3                  339    Amoco Canada
                              Petroleum Co.,
                            Sub. Exch. Deb.,
                              7.375%,
                              9/1/13..........         419,513
B2                 2,583    Cross Timbers Oil
                              Co., Deb.,
                            5.25%, 11/1/03....       2,208,465
B1                 2,121    Oryx Energy Co.,
                              Sub. Deb.,
                            7.50%, 5/15/14....       1,619,914
                                                --------------
                                                     4,247,892
                                                --------------
                            Integrated Producers--1.3%
Baa3              14,299    Noble Affiliates,
                              Inc.,
                            Sub. Notes,
                              4.25%,
                              11/1/03.........      13,870,030
                                                --------------
                            Mining--0.4%
CCC+**             3,000    Coeur D'Alene
                              Mines
                              Corp., Sub.
                              Deb.,
                              7.00%,
                              11/30/02........       3,810,000
Ba3                1,000    Freeport McMoran,
                              Inc.,
                            Deb.,
                              6.55%,
                              1/15/01.........         903,130
                                                --------------
                                                     4,713,130
                                                --------------
                            Real Estate--0.3%
NR            $    3,800    Malan Reality
                              Investors,
                              Inc., Sub. Deb.,
                              9.50%,
                              7/15/04.........  $    3,458,000
                                                --------------
                            Steel--0.1%
BB-**                710    USX Corp., Sub
                              Deb.,
                            7.00%, 6/15/17....         628,350
                                                --------------
                            Total convertible
                              bonds
                              (cost
                              $55,293,712)....      50,712,747
                                                --------------
                            U. S. Government
                              Securities--5.2%
                  71,500    United States
                              Treasury Bonds,
                            6.25%, 8/15/23
                              (cost
                              $60,751,449)....      57,222,185
                                                --------------
                            Total long-term
                              investments
                              (cost
                             $1,012,219,269)..   1,036,306,229
                                                --------------
                            SHORT-TERM INVESTMENTS--4.3%
                  48,057    Joint Repurchase Agreement
                              Account, 4.77%, 11/1/94
                            (cost $48,057,000;
                              Note 5).........      48,057,000
                                                --------------
                            Total Investments--98.0%
                            (cost
                              $1,060,276,269;
                              Note 4).........   1,084,363,229
                            Other assets in
                              excess of
                              liabilities--2.0%...  22,615,858
                                                --------------
                            Net Assets--100%..  $1,106,979,087
                                                --------------
                                                --------------
</TABLE>
- ---------------
 * Non-income producing security.
** Standard & Poor's rating.
ADR--American Depository Receipt.
ADS--American Depository Shares.
PERCS--Preferred Equity Redemption Cumulative Stock.
The Fund's current Statement of Additional Information contains a description of
Moody's ratings.
NR--Not rated by Moody's or Standard & Poor's.
                                      -8-     See Notes to Financial Statements.

<PAGE>
 PRUDENTIAL EQUITY INCOME FUND
 Statement of Assets and Liabilities
<TABLE>
<CAPTION>
Assets                                                                                          October 31, 1994
                                                                                                ----------------
<S>                                                                                             <C>
Investments, at value (cost $1,060,276,269)..................................................    $1,084,363,229
Cash.........................................................................................           232,809
Receivable for investments sold..............................................................        33,723,970
Dividends and interest receivable............................................................         4,896,197
Receivable for Fund shares sold..............................................................         3,213,254
Deferred expenses and other assets...........................................................            10,495
                                                                                                ----------------
  Total assets...............................................................................     1,126,439,954
                                                                                                ----------------
Liabilities
Payable for investments purchased............................................................        15,333,395
Payable for Fund shares reacquired...........................................................         2,255,287
Distribution fee payable.....................................................................           828,063
Management fee payable.......................................................................           503,562
Accrued expenses.............................................................................           483,880
Foreign withholding tax payable..............................................................            56,680
                                                                                                ----------------
  Total liabilities..........................................................................        19,460,867
                                                                                                ----------------
Net Assets...................................................................................    $1,106,979,087
                                                                                                ----------------
                                                                                                ----------------
Net assets were comprised of:
  Shares of beneficial interest, at par......................................................    $      790,642
  Paid-in capital in excess of par...........................................................     1,027,127,251
                                                                                                ----------------
                                                                                                  1,027,917,893
  Undistributed net investment income........................................................        13,861,666
  Accumulated net realized gain on investments...............................................        41,112,568
  Net unrealized appreciation of investments.................................................        24,086,960
                                                                                                ----------------
Net assets, October 31, 1994.................................................................    $1,106,979,087
                                                                                                ----------------
                                                                                                ----------------
Class A:
  Net asset value and redemption price per share
    ($150,501,747 / 10,729,928 shares of beneficial interest issued and outstanding).........            $14.03
  Maximum sales charge (5.00% of offering price).............................................               .74
                                                                                                ----------------
  Maximum offering price to public...........................................................            $14.77
                                                                                                         -------
                                                                                                         -------
Class B:
  Net asset value, offering price and redemption price per share
    ($954,950,559 / 68,225,183 shares of beneficial interest issued and outstanding).........            $14.00
                                                                                                         -------
                                                                                                         -------

Class C:
  Net asset value, offering price and redemption price per share
    ($1,526,781 / 109,077 shares of beneficial interest issued and outstanding)..............            $14.00
                                                                                                         -------
                                                                                                         -------

</TABLE>
 
See Notes to Financial Statements.
                                      -9-
<PAGE>
 PRUDENTIAL EQUITY INCOME FUND
 Statement of Operations
<TABLE>
<CAPTION>
                                          Year Ended
Net Investment Income                  October 31, 1994
                                       ----------------
<S>                                    <C>
Income
  Dividends (net of foreign
    withholding
    taxes of $356,524)..............     $ 30,417,969
  Interest..........................        6,772,275
                                       ----------------
    Total income....................       37,190,244
                                       ----------------
Expenses
  Distribution fee--Class A.........          319,509
  Distribution fee--Class B.........        7,840,632
  Distribution fee--Class C.........            1,880
  Management fee....................        5,078,246
  Transfer agent's fees and
  expenses..........................        1,448,000
  Reports to shareholders...........          500,000
  Registration fees.................          330,000
  Custodian's fees and expenses.....          296,000
  Legal fees........................           56,000
  Trustees' fees....................           37,500
  Audit fee.........................           36,000
  Insurance expense.................           15,000
  Miscellaneous.....................           14,965
                                       ----------------
    Total expenses..................       15,973,732
                                       ----------------
Net investment income...............       21,216,512
                                       ----------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on
  investment transactions...........       42,485,087
Net change in unrealized
  appreciation/depreciation
  of investments....................      (35,543,092)
                                       ----------------
Net gain on investment
  transactions......................        6,941,995
                                       ----------------
Net Increase in Net Assets
Resulting from Operations...........     $ 28,158,507
                                       ----------------
                                       ----------------
</TABLE>
 
 PRUDENTIAL EQUITY INCOME FUND
 Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                  Year Ended October 31,
Increase (Decrease)          --------------------------------
in Net Assets                      1994              1993
                             -----------------   ------------
<S>                          <C>                 <C>
Operations
  Net investment income....   $     21,216,512   $ 10,304,124
  Net realized gain on
    investment
    transactions...........         42,485,087     25,234,290
  Net change in unrealized
  appreciation/depreciation
    of investments.........        (35,543,092)    45,035,883
                             -----------------   ------------
  Net increase in net
    assets resulting from
    operations.............         28,158,507     80,574,297
                             -----------------   ------------
Net equalization credits...          3,591,448      1,785,921
                             -----------------   ------------
Dividends and distributions
  (Note 1)
  Dividends from net
    investment income
    Class A................         (2,741,569)    (2,383,733)
    Class B................        (10,744,017)    (8,100,377)
    Class C................             (3,204)            --
                             -----------------   ------------
                                   (13,488,790)   (10,484,110)
                             -----------------   ------------
  Distributions from net
    realized gains
    Class A................         (4,073,407)    (1,901,042)
    Class B................        (22,284,545)    (7,217,743)
                             -----------------   ------------
                                   (26,357,952)    (9,118,785)
                             -----------------   ------------
Fund share transactions
  (Note 6)
  Proceeds from shares
    subscribed.............        668,069,397    398,239,834
  Net asset value of shares
    issued in reinvestment
    of dividends and
    distributions..........         36,142,786     17,714,556
  Cost of shares
  reacquired...............       (221,021,185)   (88,837,779)
                             -----------------   ------------
  Net increase in net
    assets from Fund share
    transactions...........        483,190,998    327,116,611
                             -----------------   ------------
Total increase.............        475,094,211    389,873,934
Net Assets
Beginning of year..........        631,884,876    242,010,942
                             -----------------   ------------
End of year................   $  1,106,979,087   $631,884,876
                             -----------------   ------------
                             -----------------   ------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -10-

<PAGE>
 PRUDENTIAL EQUITY INCOME FUND
 Notes to Financial Statements
   Prudential Equity Income Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The investment objective of the Fund is both current income and capital
appreciation. It seeks to achieve this objective by investing primarily in
common stocks and convertible securities that provide investment income returns
above those of the Standard & Poor's 500 Stock Index or the NYSE Composite
Index. The ability of the issuers of the debt securities held by the Fund to
meet their obligations may be affected by economic developments in a specific
industry or country.

Note 1. Accounting            The following is a summary
Policies                      of significant accounting poli-
                              cies followed by the Fund in the preparation of
its financial statements.
Securities Valuation: Investments in securities traded on a national securities
exchange (or reported on the NASDAQ national market) are valued at the last sale
price on such exchange on the day of valuation or, if there was no sale on such
day, the mean between the last bid and asked prices quoted on such day.
Convertible debt securities that are actively traded in the over-the-counter
market, including listed securities for which the primary market is believed to
be over-the-counter, are valued at the mean between the most recently quoted bid
and asked prices provided by principal market makers. Other securities are
valued at the mean between the most recently quoted bid and asked prices.
Securities which are otherwise not readily marketable or securities for which
market quotations are not readily available are valued in good faith at fair
value in accordance with procedures adopted by the Fund's Board of Trustees.
   Short-term securities which mature in more than 60 days are valued based upon
current market quotations. Short-term securities which mature in 60 days or less
are valued at amortized cost which approximates market value.
   In connection with transactions in repurchase agreements, it is the Fund's
policy that its custodian or designated subcustodians, under triparty repurchase
agreements as the case may be, take possession of the underlying collateral
securities, the value of which exceeds the principal amount of the repurchase
transaction, including accrued interest. If the seller defaults and the value of
the collateral declines or if bankruptcy proceedings are commenced with respect
to the seller of the security, realization of the collateral by the Fund may be
delayed or limited.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date; interest income is recorded on the accrual basis.
   Net investment income (other than distribution fees) and unrealized and
realized gains or losses are allocated daily to each class of shares of the Fund
based upon the relative proportion of net assets of each class at the beginning
of the day.
Equalization: The Fund follows the accounting practice known as equalization by
which a portion of the proceeds from sales and costs of reacquisitions of Fund
shares, equivalent on a per share basis to the amount of distributable net
investment income on the date of the transaction, is credited or charged to
undistributed net investment income. As a result, undistributed net investment
income per share is unaffected by sales or reacquisitions of the Fund's shares.
Federal Income Taxes: It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income to its shareholders.
Therefore, no federal income tax provision is required.
   Withholding taxes on foreign dividends have been provided for in accordance
with the Fund's understanding of the applicable country's tax rates.
Dividends and Distributions: The Fund expects to pay dividends out of net
investment income quarterly and make distributions at least annually of any net
capital gains. Dividends and distributions are recorded on the ex-dividend date.
   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.
                  
Note 2. Agreements            The Fund has a management
                              agreement with Prudential Mutual Fund Management,
Inc. (``PMF''). Pursuant to this agreement, PMF has responsibility for all
investment advisory services and supervises the subadviser's performance of such
services. PMF has entered into a subadvisory agreement with The Prudential
Investment Corporation (``PIC''); PIC furnishes investment advisory services in
connection with the management of the Fund. PMF pays for the cost of the
subadviser's services, the compensation of officers of the Fund, occupancy and
certain clerical and bookkeeping costs of the Fund. The Fund bears all other
costs and expenses.
                                      -11-
 <PAGE>
<PAGE>
   The management fee paid PMF is computed daily and payable monthly at an
annual rate of .60 of 1% of the average daily net assets of the Fund up to $500
million and .50 of 1% of the average daily net assets in excess of $500 million.
   The Fund has distribution agreements with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), which acts as the distributor of the Class A
shares of the Fund, and with Prudential Securities Incorporated (``PSI''), which
acts as distributor of the Class B and Class C shares of the Fund (collectively,
the ``Distributors''). The Fund compensates the Distributors for distributing
and servicing the Fund's Class A, Class B and Class C shares, pursuant to plans
of distribution (the ``Class A, B and C Plans''), regardless of expenses
actually incurred by them. The distribution fees are accrued daily and payable
monthly.
   On July 19, 1994, shareholders of the Fund approved amendments to the Class A
and Class B distribution plans under which the distribution plans became
compensation plans, effective August 1, 1994. Prior thereto, the distribution
plans were reimbursement plans, under which PMFD and PSI were reimbursed for
expenses actually incurred by them up to the amount permitted under the Class A
and Class B Plans, respectively. The Fund is not obligated to pay any prior or
future excess distribution costs (costs incurred by the Distributors in excess
of distribution fees paid by the Fund or contingent deferred sales charges
received by the Distributors). The rate of the distribution fees charged to
Class A and Class B shares of the Fund did not change under the amended plans of
distribution. The Fund began offering Class C shares on August 1, 1994.
   Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, 1% and
1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Class A Plan were charged at an effective
rate of .24 of 1% of the average daily net assets of the Class A shares for the
fiscal year ended October 31, 1994 and are currently charged at a rate of .25 of
1% of the average daily net assets of the Class A shares. Such expenses under
the Class B and C Plans were both 1% of the average daily net assets of the
Class B and C shares for the fiscal year ended October 31, 1994.
   PMFD has advised the Fund that it has received approximately $1,542,700 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended October 31, 1994. From these fees, PMFD paid such sales charges to
dealers which in turn paid commissions to salespersons.
   PSI has advised the Fund that for the fiscal year ended October 31, 1994, it
received approximately $1,587,700 in contingent deferred sales charges imposed
upon certain redemptions by Class B shareholders.
   PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
                              
Note 3. Other                 Prudential Mutual Fund Ser-
Transactions                  vices, Inc. (``PMFS''), a 
with Affiliates               wholly-owned subsidiary of 
                              PMF, serves as the Fund's transfer agent and
during the fiscal year ended October 31, 1994, the Fund incurred fees of
approximately $1,198,800 for the services of PMFS. As of October 31, 1994,
approximately $116,000 of such fees were due to PMFS. Transfer agent fees and
expenses in the Statement of Operations include certain out-of-pocket expenses
paid to non-affiliates.
   For the fiscal year ended October 31, 1994, PSI earned approximately $177,100
in brokerage commissions from portfolio transactions executed on behalf of the
Fund.
                              
Note 4. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than 
                              short-term investments, for the fiscal year ended
October 31, 1994 were $1,101,036,972 and $594,117,341, respectively.
   The federal income tax basis of the Fund's investments at October 31, 1994
was $1,060,713,598 and, accordingly, net unrealized appreciation for federal
income tax purposes was $23,649,631 (gross unrealized appreciation--$63,938,373;
gross unrealized depreciation--$40,288,742).
                              
Note 5. Joint                 The Fund, along with other
Repurchase                    affiliated registered invest-
Agreement                     ment companies, transfers 
Account                       uninvested cash balances into 
                              a single joint account, the daily aggregate
balance of which is invested in one or more repurchase agreements collateralized
by U.S. Treasury or federal agency obligations. At October 31, 1994, the Fund
had a 5.34% undivided interest in the repurchase agreements in the joint
account. The undivided interest for the Fund represented $48,057,000 in
principal amount. As of such date, each repurchase agreement in the joint
account and the value of the collateral therefor was as follows:
   Smith Barney, Inc., 4.80%, in the principal amount of $260,000,000,
repurchase price $260,034,667, due 11/1/94. The value of the collateral
including accrued interest is $265,200,122.
   Nomura Securities International, Inc., 4.77%, in the principal amount of
$100,000,000, repurchase price $100,013,250, due 11/1/94. The value of the
collateral including accrued interest is $102,000,391.
                                      -12-
<PAGE>
   Goldman, Sachs & Co., 4.75%, in the principal amount of $275,000,000,
repurchase price $275,036,285, due 11/1/94. The value of the collateral
including accrued interest is $280,500,611.
   CS First Boston Corp., 4.75%, in the principal amount of $265,000,000,
repurchase price $265,034,965, due 11/1/94. The value of the collateral
including accrued interest is $271,053,272.
                
Note 6. Capital               The Fund currently offers
                              Class A, Class B and Class C shares. Class A
shares are sold with a front-end sales charge of up to 5.00%. Class B shares are
sold with a contingent deferred sales charge which declines from 5% to zero
depending on the period of time the shares are held. Class C shares are sold
with a contingent deferred sales charge of 1% during the first year. Class B
shares will automatically convert to Class A shares on a quarterly basis
approximately seven years after purchase commencing in or about February 1995.
   The Fund has authorized an unlimited number of shares of beneficial interest
at $.01 par value divided into three classes, designated Class A, Class B and
Class C.
   Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Class A                            Shares          Amount
- ------------------------------   -----------    ------------
<S>                              <C>            <C>
Year ended October 31, 1994:
Shares sold...................     6,678,218    $ 92,227,070
Shares issued in reinvestment
  of
  dividends and
  distributions...............       461,830       6,268,096
Shares reacquired.............    (3,645,394)    (50,335,973)
                                 -----------    ------------
Net increase in shares
  outstanding.................     3,494,654    $ 48,159,193
                                 -----------    ------------
                                 -----------    ------------
Year ended October 31, 1993:
Shares sold...................     3,950,176    $ 53,801,595
Shares issued in reinvestment
  of
  dividends and
  distributions...............       308,487       3,893,566
Shares reacquired.............    (1,232,317)    (16,658,314)
                                 -----------    ------------
Net increase in shares
  outstanding.................     3,026,346    $ 41,036,847
                                 -----------    ------------
                                 -----------    ------------
<CAPTION>
Class B                            Shares          Amount
- ------------------------------   -----------    ------------
<S>                              <C>            <C>
Year ended October 31, 1994:
Shares sold...................    41,661,976    $574,309,044
Shares issued in reinvestment
  of
  dividends and
  distributions...............     2,213,613      29,871,685
Shares reacquired.............   (12,436,151)   (170,671,244)
                                 -----------    ------------
Net increase in shares
  outstanding.................    31,439,438    $433,509,485
                                 -----------    ------------
                                 -----------    ------------
Year ended October 31, 1993:
Shares sold...................    25,419,549    $344,438,239
Shares issued in reinvestment
  of
  dividends and
  distributions...............     1,098,086      13,820,990
Shares reacquired.............    (5,453,744)    (72,179,465)
                                 -----------    ------------
Net increase in shares
  outstanding.................    21,063,891    $286,079,764
                                 -----------    ------------
                                 -----------    ------------
<CAPTION>
Class C
- ------------------------------
<S>                              <C>            <C>
August 1, 1994* through
  October 31, 1994:
Shares sold...................       109,870    $  1,533,283
Shares issued in reinvestment
  of dividends................           215           3,005
Shares reacquired.............        (1,008)        (13,968)
                                 -----------    ------------
Net increase in shares
  outstanding.................       109,077    $  1,522,320
                                 -----------    ------------
                                 -----------    ------------
- ---------------
* Commencement of offering of Class C shares.
</TABLE>
                 
Note 7. Dividends             On December 7, 1994, the
and Distributions             Board of Trustees of the Fund 
                              declared the following dividends and distributions
per share, payable on December 19, 1994 to shareholders of record on December
13, 1994:
<TABLE>
<CAPTION>
                                         Class A    Class B and C
                                         -------    -------------
<S>                                      <C>        <C>
Ordinary Income.......................   $ 0.200       $ 0.175
Short-Term Capital Gains..............   $ 0.130       $ 0.130
Long-Term Capital Gains...............   $ 0.395       $ 0.395
</TABLE>
 
                                      -13-
<PAGE>
 PRUDENTIAL EQUITY INCOME FUND
 Financial Highlights
<TABLE>
<CAPTION>
                                Class A                                             Class B                          Class C
           -------------------------------------------------  ---------------------------------------------------- ------------
                                                  January 22,                                                         August 1,
                                                   1990(D)                                                           1994(D)(D)
                   Year Ended October 31,          through                  Year Ended October 31,                    through
           -------------------------------------- October 31, ----------------------------------------------------   October 31,
             1994       1993      1992      1991     1990       1994       1993       1992       1991       1990       1994
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
<S>        <C>        <C>        <C>       <C>      <C>        <C>        <C>        <C>        <C>        <C>        <C>
PER SHARE
OPERATING
  PERFORMANCE:
Net asset
  value,
beginning
  of
period...  $  14.38   $  12.16   $ 12.04   $ 9.53    $10.59    $  14.35   $  12.14   $  12.03   $   9.53   $  10.89     $ 13.99
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
Income
  from
  investment
  operations
Net
investment
income...       .41        .47       .47      .38       .25         .31        .37        .37        .30        .28         .08
Net
 realized
  and
  unrealized
  gain
  (loss)
  on
  investment
  trans-
  actions...    .06       2.65       .60     2.50     (1.01)        .06       2.64        .59       2.49      (1.32)       (.02)
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
  Total
    from
    investment
    operations. .47       3.12      1.07     2.88      (.76)        .37       3.01        .96       2.79      (1.04)        .06
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
Less
distributions
Dividends
  from
  net
  investment
income...      (.29)      (.46)     (.47)    (.37)     (.30)       (.19)      (.36)      (.37)      (.29)      (.32)       (.05)
Distributions
  from net
  realized
 gains...      (.53)      (.44)     (.48)      --        --        (.53)      (.44)      (.48)        --         --          --
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
  Total
  distri-
  butions      (.82)      (.90)     (.95)    (.37)     (.30)       (.72)      (.80)      (.85)      (.29)      (.32)       (.05)
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
Net asset
  value,
  end of
period...  $  14.03   $  14.38   $ 12.16   $12.04    $ 9.53    $  14.00   $  14.35   $  12.14   $  12.03   $   9.53     $ 14.00
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
           --------   --------   -------   ------   --------   --------   --------   --------   --------   --------   -----------
TOTAL
RETURN#:...    3.48%    26.93%     9.50%   30.62%    (7.36)%      2.73%     25.93%      8.55%     29.58%     (9.77)%      0.45%
RATIOS/SUPPLEMENTAL
  DATA:
Net
  assets,
  end of
  period
 (000)...  $150,502   $104,017   $51,165   $4,013    $1,098    $954,951   $527,868   $190,846   $151,538   $120,032     $ 1,527
Average
  net
  assets
 (000)...  $131,398   $ 70,895   $21,931   $2,084    $  752    $784,063   $304,898   $169,524   $136,602   $142,179     $   762
Ratios to average
  net assets:##
Expenses,
including
    distribution
  fees...      1.09%      1.07%     1.22%    1.37%     1.59%*      1.85%      1.87%      2.02%      2.17%      2.22%       2.05%*
Expenses,
excluding
    distribution
  fees...       .85%       .87%     1.02%    1.17%     1.39%*       .85%       .87%      1.02%      1.17%      1.22%       1.05%*
  Net
  investment
income...      2.97%      3.44%     3.22%    3.43%     3.12%*      2.21%      2.58%      3.05%      2.67%      2.70%       2.42%*
Portfolio
turnover...       70%       57%       43%      64%       58%         70%        57%        43%        64%        58%         70%
</TABLE>
 
- ---------------
  * Annualized.
  (D) Commencement of offering of Class A shares.
(D)(D) Commencement of offering of Class C shares.
 # Total return does not consider the effects of sales loads. Total return is
   calculated assuming a purchase of shares on the first day and a sale on the
   last day of each period reported and includes reinvestment of dividends and
   distributions. Total returns for periods of less than a full year are not
   annualized.
## Because of the event referred to in (D)(D) and the timing of such, the ratios
   for the Class C shares are not necessarily comparable to that of Class A or B
   shares and are not necessarily indicative of future ratios.
See Notes to Financial Statements.
                                      -14-
 <PAGE>
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Trustees
Prudential Equity Income Fund
   We have audited the accompanying statement of assets and liabilities of
Prudential Equity Income Fund, including the portfolio of investments, as of
October 31, 1994, the related statements of operations for the year then ended
and of changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
October 31, 1994 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
   In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Equity
Income Fund as of October 31, 1994, the results of its operations, the changes
in its net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
New York, New York
December 7, 1994
                         FEDERAL INCOME TAX INFORMATION
   We are required by the Internal Revenue Code to advise you within 60 days of
the Fund's fiscal year end (October 31, 1994) as to the federal income tax
status of dividends paid by the Fund during such fiscal year. Accordingly, we
are advising you that during its fiscal year ended October 31, 1994, the Fund
paid distributions for Class A shares totaling $0.82 per share, comprised of
$0.47 per share ordinary income and short-term capital gains which are taxable
as ordinary income and $0.35 per share long-term capital gains which is taxable
as such. The Fund paid distributions for Class B shares totaling $0.72 per
share, comprised of $0.37 per share ordinary income and short-term capital gains
which are taxable as ordinary income and $0.35 per share long-term capital gains
which is taxable as such. The Fund paid ordinary income dividends for Class C
shares totaling $0.053 per share. Further, we wish to advise you that 93% of the
dividends (excluding long-term capital gains) paid in the fiscal year ended
October 31, 1994 qualified for the corporate dividends received deduction
available to corporate taxpayers.
   In January 1995, you will be advised on IRS Form 1099 DIV or substitute Form
1099 DIV as to the federal tax status of the distributions received by you in
calendar 1994. The amounts that will be reported on such Form 1099 DIV will be
the amounts to use on your 1994 federal income tax return and will differ from
the amounts which we must report for the Fund's fiscal year ended October 31,
1994.
                                      -15-
 <PAGE>
<PAGE>
   Past performance is not predictive of future performance and an investor's
shares may be worth more or less than their original cost.
   These graphs are furnished to you in accordance with SEC regulations. They
compare a $10,000 investment in Prudential Equity Income Fund (Class A, Class
B and Class C) with a similar investment in the Standard & Poor's 500 Index
(S&P 500) by portraying the initial account values at the commencement of
operations of each class and subsequent account values at the end of each
fiscal year (October 31), as measured on a quarterly basis, beginning in
1990 for Class A shares, in 1987 for Class B shares and 1994 for Class C
shares. For purposes of the  graphs and, unless otherwise indicated, the
accompanying tables, it  has been assumed that (a) the maximum sales charge
was deducted  from the initial $10,000 investment in Class A
shares; (b) the maximum applicable contingent deferred sales charge was deducted
from the value of the investment in Class B shares and Class C shares, assuming
full redemption on October 31, 1994; (c) all recurring fees (including
management fees) were deducted; and (d) all dividends and distributions were
reinvested. Class B shares will automatically convert to Class A shares on a
quarterly basis approximately seven years after purchase. This conversion
feature is expected to be implemented in or about February 1995 and is not
reflected in the graph.
   The S&P 500 is a capital-weighted index, representing the aggregate market
value of the common equity of 500 stocks primarily traded on the New York Stock
Exchange. The S&P 500 is an unmanaged index and includes the reinvestment of all
dividends, but does not reflect the payment of transaction costs and advisory
fees associated with an investment in the Fund. The securities which comprise
the S&P 500 may differ substantially from the securities in the Fund's
portfolio. The S&P 500 is not the only index which may be used to characterize
performance of equity income funds and other indexes may portray different
comparative performance.
                                      -16-
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