PURCHASE AGREEMENT
Prudential Tax-Managed Equity Fund (the Fund), an open-end,
diversified management investment company and a Delaware business trust,
and Prudential Investments Fund Management LLC, 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 beneficial
interest (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.
IN WITNESS THEREOF, the parties have executed this agreement as of
the 8th day of December, 1998.
Prudential Tax-Managed Equity Fund
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Treasurer
Prudential Investments Fund Management LLC
By /s/ Xxxxxxxxxx X.X. Xxxxxxxx
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Xxxxxxxxxx X.X. Xxxxxxxx
Vice President
