EXHIBIT 13
PURCHASE AGREEMENT
Prudential Emerging Growth Fund, Inc. (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, 10,000 shares of common stock (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 PMF of funds in the amount of $100,000 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 21st
day of October, 1996.
Prudential Emerging Growth Fund, Inc.
By___________________________________
Prudential Mutual Fund Management, Inc.
By___________________________________
