PURCHASE AGREEMENT
Prudential Mid-Cap Value Fund (the Trust), 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 Trust with its initial capital, the Trust
hereby sells to PIFM, and PIFM hereby purchases, 10,000 shares of beneficial
interest (the Shares) of the Trust. 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 Trust
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 Trust 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 Trust.
In the event that the Trust 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
____ day of _____________ , 19__.
Prudential Mid-Cap Value Fund
By:
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Xxxxxxx X. Xxxxxxx
President
Prudential Investments Fund Management
LLC
By:
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Xxxxxx X. Early
Executive Vice President
