PRUDENTIAL SECURITIES INCORPORATED
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Selected Dealer Agreement
,1996
[Dealer Name]
[Address]
Dear [Name]:
As the distributor of shares of certain investment companies
presently or hereafter managed by Prudential Mutual Fund
Management, Inc. ("PMF"), shares of which companies are distributed
by us at their respective net asset values plus sales charges, if
any, pursuant to Distribution Agreements between us and each such
company (collectively, the "Funds"), we invite you to participate
as a selected dealer in the distribution of shares of any and all
of the Funds as set forth at Schedule A, upon the following terms
and conditions:
1. You are to offer and sell such shares only at the public
offering prices which shall be currently in effect, in accordance
with the terms of the then current prospectus of each Fund. You
shall not have authority to act as agent for any Fund, for us, or
for any other dealer in any respect. All orders are subject to
acceptance by us and become effective only upon confirmation by us.
2. On each sale of shares by you, the total sales charges or
discounts, if any, to selected dealers shall be as stated in
Schedule A, which Schedule A may be amended from time to time in
accordance with the provisions of Section 16. Schedule A may be
provided in written or electronic format.
Such sales charges or discounts to selected dealers are
subject to reductions under a variety of circumstances as described
in the then current prospectus of the Funds. To obtain these
reductions, we must be notified when the sale takes place which
would qualify for the reduced charge. There is no sales charge or
discount to selected dealers on the reinvestment of dividends or
capital gains reinvestment or on shares acquired in exchange for
shares of another Fund. Subject to other provisions of this
Agreement, from time to time an account servicing fee shall be paid
to selected dealer with respect to shares of the Funds. Such
account servicing fees should be payable only on accounts for which
you provide personal service and/or maintenance services for
shareholder accounts.
3. As a selected dealer, you are hereby authorized to: (i)
place purchase orders on behalf of your customers or for your own
bona fide investment through us for shares of the Funds which
orders are to be effected subject to the applicable compensation
provisions set forth in each Fund's then current prospectus; and
(ii) tender shares directly to the Fund or its agent for redemption
subject to the applicable terms and conditions set forth in each
Fund's then current prospectus.
4. Redemption of shares will be made at the net asset value
of such shares in accordance with the then current prospectus of
each Fund.
5. You represent and warrant that:
(a) You are a registered broker-dealer with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") and
that you agree to abide by the Conduct Rules of the NASD;
(b) You are a corporation duly organized and existing and
in good standing under the laws of the state, commonwealth or
other jurisdiction in which you are organized and that you are
duly registered or exempt from registration as a broker-dealer
in all fifty states, Puerto Rico and the District of Columbia
and that you will not offer shares of any Fund for sale in any
state where we have informed you in writing that they are not
qualified for sale under the Blue Sky laws and regulations of
such states or where you are not qualified to act as a broker-
dealer;
(c) You are empowered under applicable laws and by your
charter and by-laws to enter into and perform this Agreement
and that there are no impediments, prior or existing,
regulatory, self-regulatory, administrative, civil or criminal
matters affecting your ability to perform under this
Agreement;
(d) All requisite corporate proceedings have been taken
to authorize you to enter into and perform this Agreement;
(e) You agree to keep in force appropriate broker's
blanket bond insurance policies covering any and all acts of
your employees, officers and directors adequate to reasonably
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protect and indemnify Prudential Securities Incorporated
("PSI") and the Funds against any loss which any party may
suffer or incur, directly or indirectly, as a result of any
action by you, or your employees, officers and directors; and
(f) You agree to maintain the required net capital as
warranted by the rules and regulations of the SEC, NASD and
other regulatory authorities.
6. We represent and warrant that:
(a) We are a registered broker-dealer with the SEC and
a member of the NASD and that we agree to abide by the Conduct
Rules of the NASD;
(b) We are a corporation duly organized and existing and
in good standing under the laws of the state, commonwealth or
other jurisdiction in which we are organized and that we are
duly registered or exempt from registration as a broker-dealer
in all fifty states, Puerto Rico and the District of Columbia;
(c) We are empowered under applicable laws and by our
charter and by-laws to enter into and perform this Agreement
and that there are no impediments, prior or existing,
regulatory, self-regulatory, administrative, civil or criminal
matters affecting our ability to perform under this Agreement;
(d) All requisite corporate procedures have been taken
to authorize us to enter into and perform this Agreement; and
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(e) We agree to maintain the required net capital as
warranted by the rules and regulations of the SEC, NASD and
other regulatory authorities.
7. This Agreement is in all respects subject to Rule 2830 of
the Conduct Rules of the NASD which shall control any provisions to
the contrary in this Agreement.
8. You agree:
(a) To purchase shares on behalf of your customers only
through us or to sell shares only on behalf of your
customers.
(b) To purchase shares on behalf of your customers
through us only for the purpose of covering
purchase orders already received from your
customers or for your own bona fide investment.
(c) That you will not purchase from, or sell any shares
on behalf of, investors at prices lower than the
redemption prices then quoted by the Funds, subject
to any applicable charges as stated in such Fund's
then current prospectus. You shall, however, be
permitted to sell shares for the account of their
record owners to the Fund at the redemption prices
currently established for such shares and may
charge the owner a fair commission for handling the
transaction.
(d) That you will not delay placing customers' orders
for shares.
(e) That if any shares confirmed to you hereunder are
redeemed by the Funds within seven business days
after such confirmation of your original order, you
shall forthwith refund to us the full sales charge
or discount, if any, allowed to you on such sales.
We shall forthwith pay to the Fund our share of the
sales charge, if any, on the original sale, and
shall also pay to the Fund the refund from you as
herein provided. Termination or cancellation of
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this Agreement shall not relieve you or us from the
requirements of this subparagraph.
(f) To (i) be liable for, (ii) hold PSI, the Funds, PMF
and Prudential Mutual Fund Services, Inc. ("PMFS")
(the Funds' transfer agent), our officers,
directors and employees harmless from and (iii)
indemnify us and them from any loss, liability,
cost and expense arising from: (A) any statements
or representations that you or your employees make
concerning the Funds that are inconsistent with
either the pertinent Fund's current prospectus and
statement of additional information or any other
written material we have provided to you, (B) any
sale of shares of a Fund in any state, any U.S.
territory or the District of Columbia where the
Fund's shares were not properly registered or
qualified, when we have indicated to you that the
Fund's shares were not properly registered and
qualified; and (C) any of your actions relating to
the processing of purchase, exchange and redemption
orders and the servicing of shareholder accounts.
Your obligation under this paragraph shall survive
the termination of this Agreement.
(g) As a condition of the receipt of an account
servicing fee as described at Sections 2 and 14,
you agree to provide to shareholders of the Funds
personal service and/or maintenance services with
respect to shareholder accounts.
9. We agree to be liable for, and to hold you, your
officers, directors and employees harmless from and to indemnify
you and each of them for any loss, liability, cost and expense
arising from: (A) any material misstatement in or omission of a
material fact from a Fund's current prospectus or statement of
additional information or in the written material we provided you;
(B) any failure of any Fund's shares to be properly registered and
available for sale under any applicable federal law and regulation
or the laws and regulations of any state, any U.S. territory or the
District of Columbia when we have represented to you that the
Fund's shares are so registered and qualified; and (C) any of our
actions, or the actions of our affiliates, relating to the
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processing of purchase, exchange and redemption orders and the
servicing of shareholder accounts. Our obligation under this
Section 9 shall survive the termination of this Agreement.
10. We shall not accept from you any conditional orders for
shares. Delivery of certificates, if any, for shares purchased
shall be made by the Fund only against receipt of the purchase
price, subject to deduction for sales charge or discount reallowed
to you and our portion of the sales charge on such sale, if any.
If payment for the shares purchased is not received within the time
customary for such payments, the sale may be canceled forthwith
without any responsibility or liability on our part or on the part
of the Funds (in which case you will be responsible for any loss,
including loss of profit, suffered by the Funds resulting from your
failure to make payments as aforesaid), or, at our option, we may
sell on your behalf the shares ordered back to the Funds (in which
case we may hold you responsible for any loss, including loss of
profit, suffered by us resulting from your failure to make payment
as aforesaid).
11. Shares of the Funds are qualified for sale or exempt from
qualification in the states and territories or districts listed in
Schedule B, which Schedule B may be amended from time to time.
Schedule B may be provided in written or electronic format.
Qualification of shares of the Funds in the various states,
including the filing in any state of further notices respecting
such shares, is our responsibility or the responsibility of the
Funds.
12. You will not offer or sell any of the shares except under
circumstances that will result in compliance with the applicable
Federal and state securities laws (subject to our obligations set
forth in Section 11) and in connection with sales and offers to
sell shares you will furnish to each person to whom any such sale
or offer is made a copy of the applicable then current prospectus.
All out-of-pocket expenses incurred in connection with your
activities under this Agreement will be borne by you.
13. We shall be under no obligation to each other except for
obligations expressly assumed by us herein. Nothing herein
contained, however, shall be deemed to be a condition, stipulation
or provision binding any persons acquiring any security to waive
compliance with any provision of the Securities Act of 1933, or of
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the Rules and Regulations of the SEC or to relieve the parties
hereto from any liability arising under the Securities Act of 1933.
14. Notwithstanding anything to the contrary contained
herein, from time to time during the term of this Agreement PSI may
(but is not hereby obliged to) make payments to you, in
consideration of your furnishing personal service and/or
maintenance services for shareholder accounts with respect to the
Funds. Any such payments made pursuant to this Section 14 shall be
subject to the following terms and conditions:
(a) Any such payments shall be in such amounts as we
may from time to time advise you in writing but in
any event not in excess of the amounts permitted,
if any, by each Fund's Plan of Distribution in
effect. Any such payments shall be in addition to
the selling concession, if any, allowed to you
pursuant to this Agreement.
(b) The provisions of this Section 14 relate to each
Plan of Distribution adopted by the Fund pursuant
to Rule 12b-1 under the INVESTMENT COMPANY ACT OF
1940 (THE "ACT").
(c) The provisions of this Section 14 and any other
related provisions applicable to a Fund shall
remain in effect for not more than a year and
thereafter for successive annual periods only so
long as such continuance is specifically approved
at least annually in conformity with Rule 12b-1
under the INVESTMENT COMPANY ACT ("ACT"). The
provisions of this Section 14 shall automatically
terminate with respect to a particular Plan in the
event of the assignment (as defined by the Act) of
this Agreement or in the event such Plan terminates
or is not continued or in the event this Agreement
terminates or ceases to remain in effect. In
addition, the provisions of this Section 14 may be
terminated at any time, without penalty, by either
party with respect to any particular Plan on not
more than 60 days' nor less than 30 days' written
notice delivered or mailed by registered mail,
postage prepaid, to the other party.
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15. You and your agents and employees are not authorized to
make any written or oral representations concerning the Funds or
their shares except those contained in or consistent with the
prospectus and such other written materials we provide relating to
the Funds. We shall supply prospectuses, reasonable quantities of
supplemental sales literature, sales bulletins, and additional
information as issued and/or requested by you. You agree not to
use other advertising or sales material relating to the Funds,
unless forwarded to PSI's Marketing Review Department for review
prior to use and approved in writing by us in advance of such use.
Any printed information furnished by us other than the then current
prospectuses and SAIs for the Funds, periodic reports and proxy
solicitation materials is our sole responsibility and not the
responsibility of the Funds, and you agree that the Funds shall
have no liability or responsibility to you in these respects unless
expressly assumed in connection therewith.
16. Either party to this Agreement may terminate the
Agreement by giving 30 days' written notice to the other. Such
notice shall be deemed to have been given on the date on which it
was either delivered personally to the other party or any officer
or partner thereof, or was mailed postpaid or delivered to a
telegraph office for transmission to the other party at his or its
address as shown below. This Agreement may be amended by us at any
time and your placing of an order after the effective date of any
such amendment shall constitute your acceptance thereof.
17. This Agreement shall be construed in accordance with the
laws of the State of New York and shall be binding upon both
parties hereto when signed by us and accepted by you in the space
provided below.
18. If a dispute arises between you and us with respect to
this Agreement which you and we are unable to resolve ourselves, it
shall be settled by arbitration in accordance with the then-
existing NASD Code of Arbitration Procedures ("NASD Code"). The
parties agree, that to the extent permitted by the NASD Code, the
arbitrator(s) shall be selected from the securities industry.
19. This Agreement is in full force and effect as of the date
hereof and supersedes any previous agreements relating to the
subject matter hereof.
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Very truly yours,
PRUDENTIAL SECURITIES INCORPORATED
By: ________________________
Title: ________________________
Firm Name: ___________________
Address: ___________________
City: _________________ State: ________ Zip Code: ________
ACCEPTED BY (signature)
Name (print) Title
Date 199 Phone #
Please return two signed copies of this Agreement
(one of which will be signed above by us and
thereafter returned to you) in the accompanying
return envelope to:
Prudential Securities Incorporated
Attention: Xxxxxxx X. Xxxxxx
National Sales Division
Three Gateway Center
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
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