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(L)
PURCHASE AGREEMENT
Prudential Diversified Funds (the Trust), a Delaware business trust
registered as an open-end, diversified management investment company, 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, (i) 750 shares of beneficial
interest of each of Class A, Class B, Class C and Class Z of the Prudential
Diversified Conservative Growth Fund; (ii) 750 shares of beneficial interest of
each of Class A, Class B, Class C and Class Z of the Prudential Diversified
Moderate Growth Fund; and (iii) 1,000 shares of beneficial interest of each of
Class A, Class B, Class C and Class Z of the Prudential Diversified High Growth
Fund (collectively with the shares referenced in (i) and (ii) above, the
"Shares"), in each case at the net asset value per share of $10.00. 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 purposes 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 1st
day of September, 1998.
Prudential Diversified Funds
By: /s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President
Prudential Investments Fund Management LLC
By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
