-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMBxThKUrK0z3TbxQNCw08TS5r+qmmqNDo8vg5hsJ8GsedLGsGrPW7uokcCFAy/v ckWixpHawZg/st7DaPrfdQ== 0000912057-95-011298.txt : 19951220 0000912057-95-011298.hdr.sgml : 19951220 ACCESSION NUMBER: 0000912057-95-011298 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951219 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL EQUITY FUND CENTRAL INDEX KEY: 0000356683 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133104589 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-75128 FILM NUMBER: 95602658 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03336 FILM NUMBER: 95602659 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE EQUITY FUND INC DATE OF NAME CHANGE: 19920603 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR EQUITY FUND INC DATE OF NAME CHANGE: 19830509 485APOS 1 485APOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1995 SECURITIES ACT REGISTRATION NO. 2-75128 INVESTMENT COMPANY ACT REGISTRATION NO. 811-3326 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 21 /X/ AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 22 /X/ (Check appropriate box or boxes) ------------------------ PRUDENTIAL EQUITY FUND, INC. (Exact name of registrant as specified in charter) ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250 S. JANE ROSE, ESQ. ONE SEAPORT PLAZA NEW YORK, NEW YORK 10292 (Name and Address of Agent for Service of Process) Approximate date of proposed public offering: As soon as practicable after the effective date of the Registration Statement. It is proposed that this filing will become effective (check appropriate box): / / immediately upon filing pursuant to paragraph (b) / / on (date) pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1) /X/ on March 4, 1996 pursuant to paragraph (a)(1) / / 75 days after filing pursuant to paragraph (a)(2) / / on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: / / this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has previously registered an indefinite number of shares of its Common Stock, par value $.01 per share. The Registrant will file a notice under such Rule for its fiscal year ending December 31, 1995 on or before February 29, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CROSS REFERENCE SHEET (AS REQUIRED BY RULE 495)
N-1A ITEM NO. LOCATION - ----------------------------------------------- ---------------------------------- PART A Item 1. Cover Page........................ Cover Page Item 2. Synopsis.......................... Fund Expenses; Fund Highlights Item 3. Condensed Financial Information... Fund Expenses; Financial Highlights; How the Fund Calculates Performance Item 4. General Description of Registrant........................ Cover Page; Fund Highlights; How the Fund Invests; General Information Item 5. Management of Fund................ Financial Highlights; How the Fund is Managed; General Information Item 6. Capital Stock and Other Securities........................ Taxes, Dividends and Distributions; General Information Item 7. Purchase of Securities Being Offered........................... Shareholder Guide; How the Fund Values its Shares Item 8. Redemption or Repurchase.......... Shareholder Guide; How the Fund Values its Shares; General Information Item 9. Pending Legal Proceedings......... Not Applicable PART B Item 10. Cover Page........................ Cover Page Item 11. Table of Contents................. Table of Contents Item 12. General Information and History... General Information and History Item 13. Investment Objectives and Policies.......................... Investment Objective and Policies; Investment Restrictions Item 14. Management of the Fund............ Directors and Officers; Manager; Distributor Item 15. Control Persons and Principal Holders of Securities............. Not Applicable Item 16. Investment Advisory and Other Services.......................... Manager; Distributor; Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants Item 17. Brokerage Allocation and Other Practices......................... Portfolio Transactions and Brokerage Item 18. Capital Stock and Other Securities........................ Not Applicable Item 19. Purchase, Redemption and Pricing of Securities Being Offered....... Purchase and Redemption of Fund Shares; Shareholder Investment Account; Net Asset Value Item 20. Tax Status........................ Dividends, Distributions and Taxes Item 21. Underwriters...................... Distributor Item 22. Calculation of Performance Data... Performance Information Item 23. Financial Statements.............. Financial Statements PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Post-Effective Amendment to the Registration Statement.
The Prospectuses, as supplemented, are incorporated herein by reference in their entirety from Post-Effective Amendment No. 20 to Registrant's Registration Statement (File No. 2-75128) filed on October 26, 1995. The Statement of Additional Information, as supplemented, is incorporated herein by reference in its entirety from Post-Effective Amendment No. 20 to Registrant's Registration Statement (File No. 2-75128) filed on October 26, 1995. PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS. (A) FINANCIAL STATEMENTS: (1) Financial statements included in the Prospectus constituting Part A of this Registration Statement: Financial Highlights (2) Financial statements included in the Statement of Additional Information constituting Part B of this Registration Statement: Portfolio of Investments at December 31, 1994 and the six months ended June 30, 1995 (unaudited). Statement of Assets and Liabilities at December 31, 1994 and June 30, 1995 (unaudited). Statement of Operations for the year ended December 31, 1994 and the six months ended June 30, 1995 (unaudited). Statement of Changes in Net Assets for the years ended December 31, 1994 and December 31, 1993 and the six months ended June 30, 1995 (unaudited). Notes to Financial Statements. Financial Highlights. Report of Independent Accountants. (B) EXHIBITS: 1. Articles of Restatement, incorporated by reference to Exhibit No. 1 to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). 2. By-Laws, incorporated by reference to Exhibit 2(c) to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed via EDGAR on May 9, 1994 (File No. 2-75128). 4. (a) Specimen stock certificate for Class B shares issued by the Registrant, incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Specimen stock certificate for Class A shares issued by the Registrant, incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A (File No. 2-75128). (c) Instruments Defining Rights of Shareholders, incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A filed via EDGAR on March 2, 1994 (File No. 2-75128). 5. (a) Management Agreement between the Registrant and Prudential Mutual Fund Management, Inc., incorporated by reference to Exhibit 5(a) to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and The Prudential Investment Corporation, incorporated by reference to Exhibit 5(b) to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 2-75128). 6. (a) Selected Dealer Agreement, incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Distribution Agreement for Class A shares, incorporated by reference to Exhibit No. 6(b) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No 2-75128). C-1 (c) Distribution Agreement for Class B shares, incorporated by reference to Exhibit No. 6(c) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No 2-75128). (d) Distribution Agreement for Class C shares, incorporated by reference to Exhibit No. 6(d) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No 2-75128). (e) Form of Distribution Agreement for Class Z shares, incorporated by reference to Exhibit No. 6(e) to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed via EDGAR on October 26, 1995 (File No. 2-75128). 8. Custodian Agreement between the Registrant and State Street Bank and Trust Company, incorporated by reference to Exhibit 8 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 2-75128). 9. Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc., incorporated by reference to Exhibit 9(b) to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 2-75128). 10. Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit 10 to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A (File No. 2-75128). 11. Consent of Independent Accountants.* 13. Investment Representation Letter, incorporated by reference to Exhibit 13 to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A (File No. 2-75128). 15. (a) Distribution and Service Plan for Class A shares, incorporated by reference to Exhibit No. 15(a) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). (b) Distribution and Service Plan for Class B shares, incorporated by reference to Exhibit No. 15(b) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No 2-75128). (c) Distribution and Service Plan for Class C shares, incorporated by reference to Exhibit No. 15(c) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No 2-75128). 16. (a) Schedule of Computation of Performance Quotations for Class B Shares, incorporated by reference to Exhibit 16 to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Schedule of Computation of Performance Quotations for Class A Shares, incorporated by reference to Exhibit 16(b) to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File No. 2-75128). (c) Schedule of Calculation of Aggregate Total Return for Class A and Class B shares, incorporated by reference to Exhibit 16(c) to Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A (File No. 2-75128). 17. Financial Data Schedules, filed as Exhibit No. 17 to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed via EDGAR on October 26, 1995 (File No. 2-75128). 18. Form of Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed via EDGAR on October 26, 1995 (File No. 2-75128). - ------------------------ *Filed herewith. ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. No person is controlled by or under common control with the Registrant. C-2 ITEM 26. NUMBER OF HOLDERS OF SECURITIES. As of December 1, 1995, there were 120,287, 229,834 and 2,551 record holders of Class A, Class B and Class C shares of common stock, $.01 par value per share, issued by the Registrant, respectively. ITEM 27. INDEMNIFICATION. As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940 (the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to the Registration Statement), officers, directors, employees and agents of the Registrant will not be liable to the Registrant, any stockholder, officer, director, employee, agent or other person for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions. Section 2-418 of Maryland General Corporation Law permits indemnification of directors who acted in good faith and reasonably believed that the conduct was in the best interests of the Registrant. As permitted by Section 17(i) of the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibits 6(b), (c) and (d) to the Registration Statement), the Distributor of the Registrant may be indemnified against liabilities which it may incur, except liabilities arising from bad faith, gross negligence, willful misfeasance or reckless disregard of duties. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (Securities Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised, that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue. The Registrant has purchased an insurance policy insuring its officers and directors against liabilities, and certain costs of defending claims against such officers and directors, to the extent such officers and directors are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers and directors under certain circumstances. Section 9 of the Management Agreement (Exhibit 5(a) to the Registration Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the Registration Statement) limit the liability of Prudential Mutual Fund Management, Inc. (PMF) and The Prudential Investment Corporation (PIC), respectively, to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective duties or from reckless disregard by them of their respective obligations and duties under the agreements. The Registrant hereby undertakes that it will apply the indemnification provisions of its By-Laws and each Distribution Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain in effect and are consistently applied. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER. (A) PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. See "How the Fund is Managed -- Manager" in the Prospectus constituting Part A of this Registration Statement and "Manager" in the Statement of Additional Information constituting Part B of this Registration Statement. The business and other connections of the officers of PMF are listed in Schedules A and D of Form ADV of PMF as currently on file with the Securities and Exchange Commission, the text of which is hereby incorporated by reference (File No. 801-31104, filed on March 30, 1995). C-3 The business and other connections of PMF's directors and principal executive officers are set forth below. Except as otherwise indicated, the address of each person is One Seaport Plaza, New York, NY 10292.
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS - ------------------------- --------------------- ---------------------------------------------------------------- Brendan D. Boyle Executive Vice Executive Vice President, Director of Marketing and Director, President, Director PMF; Senior Vice President, Prudential Securities Incorporated of Marketing and (Prudential Securities); Chairman and Director, Prudential Director Mutual Fund Distributors, Inc. (PMFD) Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential Securities; Vice President, PMFD Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and President, General Director, PMF and PMFD; Senior Vice President, Prudential Counsel, Secretary Securities; Director, Prudential Mutual Fund Services, Inc. and Director (PMFS) Robert F. Gunia Executive Vice Executive Vice President, Chief Administrative Officer, Chief President, Chief Financial Officer, Treasurer and Director, PMF; Senior Vice Financial and President, Prudential Securities; Executive Vice President, Administrative Chief Financial Officer, Treasurer and Director, PMFD; Officer, Treasurer Director, PMFS and Director Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance Company Prudential Plaza of America (Prudential); Vice President, The Prudential Newark, NJ 07102 Investment Corporation (PIC) Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer and Raritan Plaza One Director, PMFD; Chief Executive Officer and Director, PMFS; Edison, NJ 08837 Director, PMF Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF; Executive Executive Officer and Vice President, Director and Member of Operating Committee, Director Prudential Securities; Director, Prudential Securities Group, Inc. (PSG); Executive Vice President, PIC; Director, PMFD; Director, PMFS S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant Secretary, President, Senior PMF; Senior Vice President and Senior Counsel, Prudential Counsel and Assistant Securities Secretary
(B) THE PRUDENTIAL INVESTMENT CORPORATION (PIC) See "How the Fund is Managed -- Manager" in the Prospectus constituting Part A of this Registration Statement and "Manager" in the Statement of Additional Information constituting Part B of this Registration Statement. The business and other connections of PIC's directors and executive officers are as set forth below. Except as otherwise indicated, the address of each person is Prudential Plaza, Newark, NJ 07102.
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS - ------------------------- --------------------- ---------------------------------------------------------------- William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC Two Gateway Center Newark, NJ 07102 John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President and 51 JFK Parkway and Director Director, PIC Short Hills, NJ 07078
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NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS - ------------------------- --------------------- ---------------------------------------------------------------- Barry M. Gillman Director Director, PIC Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF Harry E. Knapp, Jr. President, Chairman President, Chairman of the Board, Director and Chief Executive of the Board, Officer, PIC; Vice President, Prudential Director and Chief Executive Officer William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC Four Gateway Center Newark, NJ 07102 Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive One Seaport Plaza President Vice President, Director and Member of Operating Committee, New York, NY 10292 Prudential Securities; Director, PSG; Executive Vice President, PIC; Director, PMFD; Director, PMFS Eric A. Simonson Vice President and Vice President and Director, PIC; Executive Vice President, Director Prudential Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice President, PIC President
ITEM 29. PRINCIPAL UNDERWRITERS. (a)(i) Prudential Securities Incorporated Prudential Securities Incorporated is distributor for Prudential Government Securities Trust (Short-Intermediate Term Series), Prudential Jennison Fund, Inc. and The Target Portfolio Trust, for Class B and Class C shares of Prudential Allocation Fund, Prudential California Municipal Fund (California Income Series and California Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (except Connecticut Money Market Series, Massachusetts Money Market Series, New York Money Market Series and New Jersey Money Market Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential U.S. Government Fund, Prudential Utility Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The BlackRock Government Income Trust. Prudential Securities is also a depositor for the following unit investment trusts: Corporate Investment Trust Fund Prudential Equity Trust Shares National Equity Trust Prudential Unit Trusts Government Securities Equity Trust National Municipal Trust (ii) Prudential Mutual Fund Distributors, Inc. Prudential Mutual Fund Distributors, Inc. is distributor for Command Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential California Municipal Fund (California Money Market Series), Prudential Government Securities Trust (Money Market Series and U.S. Treasury Money Market Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache MoneyMart Assets Inc. (d/b/a Prudential MoneyMart Assets), Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series, New Jersey Money Market Series and New York Money Market Series), Prudential- Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money Market Fund), Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential Tax-Free Money Fund), and for Class A shares of Prudential Allocation Fund, Prudential California Municipal Fund (California Income Series and California Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., C-5 Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (Florida Series, Hawaii Income Series, Maryland Series, Massachusetts Series, Michigan Series, New Jersey Series, North Carolina Series, Ohio Series and Pennsylvania Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential U.S. Government Fund, Prudential Utility Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The BlackRock Government Income Trust. (b)(i) Information concerning officers and directors of Prudential Securities Incorporated is set forth below.
POSITIONS AND POSITIONS AND OFFICES WITH OFFICES WITH NAME(1) UNDERWRITER REGISTRANT - ------------------------------ --------------------------------------------- -------------- Robert Golden................. Executive Vice President and Director None One New York Plaza New York, NY 10292 Alan D. Hogan................. Executive Vice President, Chief None Administrative Officer and Director George A. Murray.............. Executive Vice President and Director None Leland B. Paton............... Executive Vice President and Director None One New York Plaza New York, NY 10292 Martin Pfinsgraff............. Executive Vice President, Chief Financial None Officer and Director Vincent T. Pica, II........... Executive Vice President and Director None One New York Plaza New York, NY 10292 Richard A. Redeker............ Executive Vice President and Director President and Director Hardwick Simmons.............. Chief Executive Officer, President and None Director Lee B. Spencer, Jr............ Executive Vice President, Secretary, General None Counsel and Director (ii) Information concerning the officers and directors of Prudential Mutual Fund Distributors, Inc. is set forth below. Joanne Accurso-Soto........... Vice President None Dennis Annarumma.............. Vice President, Assistant Treasurer and None Assistant Comptroller Phyllis J. Berman............. Vice President None Brendan D. Boyle.............. Chairman and Director None Stephen P. Fisher............. Vice President None Frank W. Giordano............. Executive Vice President, General Counsel, None Secretary and Director
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POSITIONS AND POSITIONS AND OFFICES WITH OFFICES WITH NAME(1) UNDERWRITER REGISTRANT - ------------------------------ --------------------------------------------- -------------- Robert F. Gunia............... Executive Vice President, Chief Financial Vice President Officer, Treasurer and Director Timothy J. O'Brien ........... President, Chief Executive Officer, Chief None Raritan Plaza One Operating Officer and Director Edison, NJ 08837 Richard A. Redeker............ Director Director and President Andrew J. Varley ............. Vice President None Raritan Plaza One Edison, NJ 08837 - ------------------------ (1)The address of each person named is One Seaport Plaza, New York, NY 10292 unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person of the Registrant. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS. All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of State Street Bank and Trust Company, One Heritage Drive, North Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza, 751 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at 751 Broad Street, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and the remaining accounts, books and other documents required by such other pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by State Street Bank and Trust Company and Prudential Mutual Fund Services, Inc. ITEM 31. MANAGEMENT SERVICES. Other than as set forth under the captions "How the Fund is Managed -- Manager" and "How the Fund is Managed -- Distributor" in the Prospectus and the captions "Manager" and "Distributor" in the Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement, Registrant is not a party to any management-related service contract. ITEM 32. UNDERTAKINGS. The Registrant hereby undertakes to furnish each person to whom a Prospectus is delivered with a copy of Registrant's latest annual report to shareholders upon request and without charge. C-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of New York, and State of New York, on the 15th day of December, 1995. PRUDENTIAL EQUITY FUND, INC. /s/ Richard A. Redeker ---------------------------------------------------------------------- (RICHARD A. REDEKER, PRESIDENT) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ----------------------------------- ------------------------ ----------------- /s/ Richard A. Redeker President and Director December 15, 1995 - ---------------------------------- RICHARD A. REDEKER /s/ Edward D. Beach Director December 15, 1995 - ---------------------------------- EDWARD D. BEACH /s/ Eugene C. Dorsey Director December 15, 1995 - ---------------------------------- EUGENE C. DORSEY /s/ Delayne D. Gold Director December 15, 1995 - ---------------------------------- DELAYNE D. GOLD /s/ Harry A. Jacobs, Jr. Director December 15, 1995 - ---------------------------------- HARRY A. JACOBS, JR. /s/ Thomas T. Mooney Director December 15, 1995 - ---------------------------------- THOMAS T. MOONEY /s/ Thomas H. O'Brien Director December 15, 1995 - ---------------------------------- THOMAS H. O'BRIEN /s/ Nancy Hays Teeters Director December 15, 1995 - ---------------------------------- NANCY HAYS TEETERS /s/ Eugene S. Stark Principal Financial and December 15, 1995 - ---------------------------------- Accounting Officer EUGENE S. STARK
EXHIBIT INDEX 1. Articles of Restatement, incorporated by reference to Exhibit No. 1 to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). 2. By-Laws, incorporated by reference to Exhibit 2(c) to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed via EDGAR on May 9, 1994 (File No. 2-75128). 4. (a) Specimen stock certificate for Class B shares issued by the Registrant, incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Specimen stock certificate for Class A shares issued by the Registrant, incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A (File No. 2-75128). (c) Instruments Defining Rights of Shareholders, incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A filed via EDGAR on March 2, 1994 (File No. 2-75128). 5. (a) Management Agreement between the Registrant and Prudential Mutual Fund Management, Inc., incorporated by reference to Exhibit 5(a) to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and The Prudential Investment Corporation, incorporated by reference to Exhibit 5(b) to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 2-75128). 6. (a) Selected Dealer Agreement, incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Distribution Agreement for Class A shares, incorporated by reference to Exhibit No. 6(b) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). (c) Distribution Agreement for Class B shares, incorporated by reference to Exhibit No. 6(c) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). (d) Distribution Agreement for Class C shares, incorporated by reference to Exhibit No. 6(d) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). (e) Form of Distribution Agreement for Class Z shares, incorporated by reference to Exhibit No. 6(e) to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed via EDGAR on October 26, 1995 (File No. 2-75128). 8. Custodian Agreement between the Registrant and State Street Bank and Trust Company, incorporated by reference to Exhibit 8 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 2-75128). 9. Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc., incorporated by reference to Exhibit 9(b) to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 2-75128). 10. Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit 10 to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A (File No. 2-75128). 11. Consent of Independent Accountants.* 13. Investment Representation Letter, incorporated by reference to Exhibit 13 to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A (File No. 2-75128). 15. (a) Distribution and Service Plan for Class A shares, incorporated by reference to Exhibit No. 15(a) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). (b) Distribution and Service Plan for Class B shares, incorporated by reference to Exhibit No. 15(b) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). (c) Distribution and Service Plan for Class C shares, incorporated by reference to Exhibit No. 15(c) to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128). 16. (a) Schedule of Computation of Performance Quotations for Class B Shares, incorporated by reference to Exhibit 16 to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 2-75128). (b) Schedule of Computation of Performance Quotations for Class A Shares, incorporated by reference to Exhibit 16(b) to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File No. 2-75128). (c) Schedule of Calculation of Aggregate Total Return for Class A and Class B shares, incorporated by reference to Exhibit 16(c) to Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A (File No. 2-75128). 17. Financial Data Schedules, filed as Exhibit No. 17 to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed via EDGAR on October 26, 1995 (File No. 2-75128). 18. Form of Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed via EDGAR on October 26, 1995 (File No. 2-75128). - ------------------------ *Filed herewith. EX-99.11 2 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A (the "Registration Statement") of our report dated February 21, 1995, relating to the financial statements and financial highlights of Prudential Equity Fund, Inc., which appears in the Statement of Additional Information constituting part of Post-Effective Amendment No. 20 to the registration statement on Form N-1A ("Post-Effective Amendment No. 20"). We also consent to the incorporation by reference in the Registration Statement of the reference to us under the headings "Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants" and "Financial Highlights" in the Statement of Additional Information and the Prospectus, respectively, constituting parts of Post-Effective Amendment No. 20. PRICE WATERHOUSE LLP New York, NY December 11, 1995 -----END PRIVACY-ENHANCED MESSAGE-----