For the fiscal year ended October 31, 2000.
File number: 811-04864
Prudential Value Fund
(formerly Prudential Equity Income Fund)
SUB-ITEM 77D
Policies With Respect to Security Investment
Supplement Dated May 5, 2000
Prospectus Dated January 20, 2000
On May 2, 2000 the Board of Trustees approved a
change of the Fund's name from Prudential Equity
Income Fund to "Prudential Value Fund,"
effective on or about September 14, 2000.
The following supplements the information
contained in the Prospectus on page 5 under "How
the Fund Invests-Investment Objective and
Policies".
The Board of Trustees has approved
proposals to (1) delete "current income" from
the Fund's dual objective so that the Fund's
investment objective would be limited to
"capital appreciation" and (2) reengineer the
Fund as a large-cap value fund. The change in
investment objective is subject to shareholder
approval. A special shareholders' meeting is
scheduled to occur in September 2000. It is
anticipated that a proxy statement relating to
the proposal will be mailed to the Fund's
shareholders in July 2000.
The following supplements the information
contained in the Prospectus on pages 12 and 13
under "How the Fund is Managed-Portfolio
Manager":
Thomas Kolefas, CFA, a Managing Director of
Prudential Investments, will begin managing the
Fund effective May 8, 2000. Mr. Kolefas was
previously employed by Loomis Sayles & Co.,
L.P., where he was a senior portfolio manager
and led a team managing large- and mid-cap value
equity assets, including mutual fund portfolios,
for four years. Prior to 1996, Mr. Kolefas was
employed by Mackay Shields Financial as a
portfolio manager for five years. He earned a
B.S. from Cooper Union School of Engineering and
an M.B.A. from New York University. He also
holds a Chartered Financial Analyst (CFA)
designation.
MF131C1
t: \george\Nsar\EIF\12-00\77D1