FORM OF PURCHASE AGREEMENT
Prudential (the Fund), an open-end, diversified management
investment company and a Maryland Corporation, and Prudential Mutual Fund
Management LLP, a New York limited liability company (PMF), 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 PMF, and PMF hereby purchases, _____ shares of common stock (the
Shares) of the Fund. The Shares are apportioned as follows: _____ Shares of
Class A, _____ Shares of Class B, _____ Shares of Class C and _____ Shares of
Class Z, each at the net asset value of _____ per share. The Fund hereby
acknowledges receipt from PMF of funds in the amount of $_____ in full payment
for the Shares.
2. PMF represents and warrants to the Fund that the Shares are being
acquired for investment and not with a view to distribution thereof and that PMF
has no present intention to redeem and dispose of any of the Shares.
3. PMF 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
____th day of __________, 199
Prudential Fund, Inc.
By_____________________
Prudential Mutual Fund Management, Inc.
By_____________________
