PURCHASE AGREEMENT
Prudential High Yield Total Return Fund, Inc. (the Fund), an open-end,
diversified management investment company and a Maryland Corporation, and
Prudential Investments Fund Management LLP, a New York limited liability company
(PIFM), intending to be legally bound, hereby agree as follows:
1. In order to provide the Fund with its initial capital, the Fund hereby
sells to PIFM, and PIFM hereby purchases, 10,000 shares of common stock (the
Shares) of the Fund. The Shares are apportioned as follows: 2,500 Shares of
Class A, 2,500 Shares of Class B, 2,500 Shares of Class C and 2,500 Shares of
Class Z, each at the net asset value of $10.00 per share. The Fund hereby
acknowledges receipt from PIFM of funds in the amount of $100,000 in full
payment for the Shares.
2. PIFM represents and warrants to the Fund that the Shares are being
acquired for investment and not with a view to distribution thereof and that
PIFM has no present intention to redeem and dispose of any of the Shares.
3. PIFM hereby agrees that it will not redeem any of the Shares except in
direct proportion to the amortization of organizational expenses by the Fund. In
the event that the Fund liquidates before deferred organizational expenses are
fully amortized, then the Shares shall bear their proportionate share of such
unamortized organizational expenses.
IN WITNESS THEREOF, the parties have executed this agreement as of the
17th day of February, 1998
Prudential High Yield Total Return Fund, Inc.
By /s/ XXXXXXX X. XXXXXXX
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President
Prudential Investments Fund Management, Inc.
By /s/ XXXXX X. XXXXXXXX
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Executive Vice President
