DEALER AGREEMENT
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
Prudential Investment Management Services LLC ("Distributor") and
_________________ ("Dealer") have agreed that Dealer will participate in the
distribution of shares ("Shares") of all the funds and series thereof (as
they may exist from time to time) comprising the Prudential Mutual Fund
Family (each a "Fund" and collectively the "Funds") and any classes thereof
for which Distributor now or in the future serves as principal underwriter
and distributor, subject to the terms of this Dealer Agreement ("Agreement").
Any such additional Funds will be included in this Agreement upon
Distributor's written notification to Dealer.
1. LICENSING
a. Dealer represents and warrants that it is: (i) a
broker-dealer registered with the Securities and Exchange Commission ("SEC");
(ii) a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"); and (iii) licensed by the appropriate regulatory
agency of each state or other jurisdiction in which Dealer will offer and
sell Shares of the Funds, to the extent necessary to perform the duties and
activities contemplated by this Agreement.
b. Dealer represents and warrants that each of its partners,
directors, officers, employees, and agents who will be utilized by Dealer
with respect to its duties and activities under this Agreement is either
appropriately licensed or exempt from such licensing requirements by the
appropriate regulatory agency of each state or other jurisdiction in which
Dealer will offer and sell Shares of the Funds.
c. Dealer agrees that: (i) termination or suspension of its
registration with the SEC; (ii) termination or suspension of its membership
with the NASD; or (iii) termination or suspension of its license to do
business by any state or other jurisdiction or federal regulatory agency
shall immediately cause the termination of this Agreement. Dealer further
agrees to immediately notify Distributor in writing of any such action or
event.
d. Dealer agrees that this Agreement is in all respects
subject to the Conduct Rules of the NASD and such Conduct Rules shall control
any provision to the contrary in this Agreement.
e. Dealer agrees to be bound by and to comply with all
applicable state and federal laws and all rules and regulations promulgated
thereunder generally affecting the sale or distribution of mutual fund shares.
2. ORDERS
a. Dealer agrees to offer and sell Shares of the Funds
(including those of each of its classes) only at the regular public offering
price applicable to such Shares and in effect at the time of each
transaction. The procedures relating to all orders and the handling of each
order (including the manner of computing the net asset value of Shares and
the effective time of orders received from Dealer) are subject to: (i) the
terms of the then current prospectus and statement of
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additional information (including any supplements, stickers or amendments
thereto) relating to each Fund, as filed with the SEC ("Prospectus"); (ii)
the new account application for each Fund, as supplemented or amended from
time to time; and (iii) Distributor's written instructions and multiple
class pricing procedures and guidelines, as provided to Dealer from time to
time. To the extent that the Prospectus contains provisions that are
inconsistent with this Agreement or any other document, the terms of the
Prospectus shall be controlling.
b. Distributor reserves the right at any time, and without
notice to Dealer, to suspend the sale of Shares or to withdraw or limit the
offering of Shares. Distributor reserves the unqualified right not to accept
any specific order for the purchase or sale of Shares.
c. In all offers and sales of the Shares to the public,
Dealer is not authorized to act as broker or agent for, or employee of,
Distributor, any Fund or any other dealer, and Dealer shall not in any manner
represent to any third party that Dealer has such authority or is acting in
such capacity. Rather, Dealer agrees that it is acting as principal for
Dealer's own account or as agent on behalf of Dealer's customers in all
transactions in Shares, except as provided in Section 3.i. hereof. Dealer
acknowledges that it is solely responsible for all suitability determinations
with respect to sales of Shares of the Funds to Dealer's customers and that
Distributor has no responsibility for the manner of Dealer's performance of,
or for Dealer's acts or omissions in connection with, the duties and
activities Dealer provides under this Agreement.
d. All orders are subject to acceptance by Distributor in its
sole discretion and become effective only upon confirmation by Distributor.
e. Distributor agrees that it will accept from Dealer orders
placed through a remote terminal or otherwise electronically transmitted via
the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking
program, provided, however, that appropriate documentation thereof and
agreements relating thereto are executed by both parties to this Agreement,
including in particular the standard NSCC Networking Agreement and any other
related agreements between Distributor and Dealer deemed appropriate by
Distributor, and that all accounts opened or maintained pursuant to that
program will be governed by applicable NSCC rules and procedures. Both
parties further agree that, if the NSCC Fund/Serv Networking program is used
to place orders, the standard NSCC Networking Agreement will control insofar
as there is any conflict between any provision of the Dealer Agreement and
the standard NSCC Networking Agreement.
3. DUTIES OF DEALER
a. Dealer agrees to purchase Shares only from Distributor or
from Dealer's customers.
b. Dealer agrees to enter orders for the purchase of Shares
only from Distributor and only for the purpose of covering purchase orders
Dealer has already received from its customers or for Dealer's own bona fide
investment.
c. Dealer agrees to date and time stamp all orders received
by Dealer and promptly, upon receipt of any and all orders, to transmit to
Distributor all orders received prior to
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the time described in the Prospectus for the calculation of each Fund's net
asset value so as to permit Distributor to process all orders at the price
next determined after receipt by Dealer, in accordance with the Prospectus.
Dealer agrees not to withhold placing orders for Shares with Distributor so
as to profit itself as a result of such inaction.
d. Dealer agrees to maintain records of all purchases and
sales of Shares made through Dealer and to furnish Distributor or regulatory
authorities with copies of such records upon request. In that regard, Dealer
agrees that, unless Dealer holds Shares as nominee for its customers or
participates in the NSCC Fund/Serv Networking program, at certain matrix
levels, it will provide Distributor with all necessary information to comply
properly with all federal, state and local reporting requirements and backup
and nonresident alien withholding requirements for its customer accounts
including, without limitation, those requirements that apply by treating
Shares issued by the Funds as readily tradable instruments. Dealer
represents and agrees that all Taxpayer Identification Numbers ("TINs")
provided are certified, and that no account that requires a certified TIN
will be established without such certified TIN. With respect to all other
accounts, including Shares held by Dealer in omnibus accounts and Shares
purchased or sold through the NSCC Fund/Serv Networking program, at certain
matrix levels, Dealer agrees to perform all federal, state and local tax
reporting with respect to such accounts, including without limitation
redemptions and exchanges.
e. Dealer agrees to distribute or cause to be delivered to
its customers Prospectuses, proxy solicitation materials and related
information and proxy cards, semi-annual and annual shareholder reports and
any other materials in compliance with applicable legal requirements, except
to the extent that Distributor expressly undertakes to do so in writing.
f. Dealer agrees that if any Share is repurchased by any Fund
or is tendered for redemption within seven (7) business days after
confirmation by Distributor of the original purchase order from Dealer,
Dealer shall forfeit its right to any concession or commission received by
Dealer with respect to such Share and shall forthwith refund to Distributor
the full concession allowed to Dealer or commission paid to Dealer on the
original sale. Distributor agrees to notify Dealer of such repurchase or
redemption within a reasonable time after settlement. Termination or
cancellation of this Agreement shall not relieve Dealer from its obligation
under this provision.
g. Dealer agrees that payment for Shares ordered from
Distributor shall be in Fed Funds, New York clearinghouse or other
immediately available funds and that such funds shall be received by
Distributor by the earlier of: (i) the end of the third (3rd) business day
following Dealer's receipt of the customer's order to purchase such Shares;
or (ii) the settlement date established in accordance with Rule 15c6-1 under
the Securities Exchange Act of 1934, as amended. If such payment is not
received by Distributor by such date, Dealer shall forfeit its right to any
concession or commission with respect to such order, and Distributor reserves
the right, without notice, forthwith to cancel the sale, or, at its option,
to sell the Shares ordered back to the Fund, in which case Distributor may
hold Dealer responsible for any loss, including loss of profit, suffered by
Distributor resulting from Dealer's failure to make payment as aforesaid. If
a purchase is made by check, the purchase is deemed made upon conversion of
the purchase instrument into Fed Funds, New York clearinghouse or other
immediately available funds.
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h. Dealer agrees that it: (i) shall assume responsibility for
any loss to the Fund caused by a correction to any order placed by Dealer
that is made subsequent to the trade date for the order, provided such order
correction was not based on any negligence on Distributor's part; and (ii)
will immediately pay such loss to the Fund upon notification.
i. Dealer agrees that in connection with orders for the
purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement
plan accounts, by mail, telephone, or wire, Dealer shall act as agent for the
custodian or trustee of such plans (solely with respect to the time of
receipt of the application and payments), and Dealer shall not place such an
order with Distributor until it has received from its customer payment for
such purchase and, if such purchase represents the first contribution to such
a retirement plan account, the completed documents necessary to establish the
retirement plan. Dealer agrees to indemnify Distributor and its affiliates
for any claim, loss, or liability resulting from incorrect investment
instructions received by Distributor from Dealer.
j. Dealer agrees that it will not make any conditional orders
for the purchase or redemption of Shares and acknowledges that Distributor
will not accept conditional orders for Shares.
k. Dealer agrees that all out-of-pocket expenses incurred by
it in connection with its activities under this Agreement will be borne by
Dealer.
l. Dealer agrees that it will keep in force appropriate
broker's blanket bond insurance policies covering any and all acts of
Dealer's partners, directors, officers, employees, and agents adequate to
reasonably protect and indemnify the Distributor and the Funds against any
loss which any party may suffer or incur, directly or indirectly, as a result
of any action by Dealer or Dealer's partners, directors, officers, employees,
and agents.
m. Dealer agrees that it will maintain the required net
capital as specified by the rules and regulations of the SEC, NASD and other
regulatory authorities.
4. DEALER COMPENSATION
a. On each purchase of Shares by Dealer from Distributor, the
total sales charges and dealer concessions or commissions, if any, payable to
Dealer shall be as stated on Schedule A to this Agreement, which may be
amended by Distributor from time to time. Distributor reserves the right,
without prior notice, to suspend or eliminate such dealer concession or
commissions by amendment, sticker or supplement to the then current
Prospectus for each Fund. Such sales charges and dealer concessions or
commissions, are subject to reduction under a variety of circumstances as
described in each Fund's then current Prospectus. For an investor to obtain
any reduction, Distributor must be notified at the time of the sale that the
sale qualifies for the reduced sales charge. If Dealer fails to notify
Distributor of the applicability of a reduction in the sales charge at the
time the trade is placed, neither Distributor nor any Fund will be liable for
amounts necessary to reimburse any investor for the reduction that should
have been effected. Dealer acknowledges that no sales charge or concession
or commission will be paid to Dealer on the reinvestment of dividends or
capital gains reinvestment or on Shares acquired in exchange for Shares of
another Fund, or class thereof, having the same sales charge structure as the
Fund, or class thereof, from which the exchange was made, in accordance with
the Prospectus.
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b. In accordance with the Funds' Prospectuses, Distributor or
any affiliate may, but is not obligated to, make payments to dealers from
Distributor's own resources as compensation for certain sales that are made
at net asset value ("Qualifying Sales"). If Dealer notifies Distributor of a
Qualifying Sale, Distributor may make a contingent advance payment up to the
maximum amount available for payment on the sale. If any of the Shares
purchased in a Qualifying Sale are redeemed within twelve (12) months of the
end of the month of purchase, Distributor shall be entitled to recover any
advance payment attributable to the redeemed Shares by reducing any account
payable or other monetary obligation Distributor may owe to Dealer or by
making demand upon Dealer for repayment in cash. Distributor reserves the
right to withhold advances to Dealer, if for any reason Distributor believes
that it may not be able to recover unearned advances from Dealer.
c. With respect to any Fund that offers Shares for which
distribution plans have been adopted under Rule 12b-1 under the Investment
Company Act of 1940, as amended ("Rule 12b-1 Plans"), Distributor also is
authorized to pay the Dealer continuing distribution and/or service fees, as
specified in Schedule A and the relevant Fund Prospectus, with respect to
Shares of any such Fund, to the extent that Dealer provides distribution,
marketing, administrative and other services and activities regarding the
promotion of such Shares and the maintenance of related shareholder accounts.
d. In connection with the receipt of distribution fees and/or
service fees under Rule 12b-1 Plans applicable to Shares purchased by
Dealer's customers, Distributor directs Dealer to provide enhanced
shareholder services such as: processing purchase and redemption
transactions; establishing shareholder accounts; and providing certain
information and assistance with respect to the Funds. (Redemption levels of
shareholder accounts assigned to Dealer will be considered in evaluating
Dealer's continued ability to receive payments of distribution and/or service
fees.) In addition, Dealer agrees to support Distributor's marketing efforts
by, among other things, granting reasonable requests for visits to Dealer's
office by Distributor's wholesalers and marketing representatives, including
all Funds covered by a Rule 12b-1 Plan on Dealer's "approved," "preferred" or
other similar product lists, if applicable, and otherwise providing
satisfactory product, marketing and sales support. Further, Dealer agrees to
provide Distributor with supporting documentation concerning the shareholder
services provided, as Distributor may reasonably request from time to time.
e. All Rule 12b-1 Plan distribution and/or servicing fees
shall be based on the value of Shares attributable to Dealer's customers and
eligible for such payment, and shall be calculated on the basis of and at the
rates set forth in the compensation schedule then in effect. Without prior
approval by a majority of the outstanding shares of a Fund, the aggregate
annual fees paid to Dealer pursuant to any Rule 12b-1 Plan shall not exceed
the amounts stated as the "annual maximums" in each Fund's Prospectus, which
amount shall be a specified percent of the value of the Fund's net assets
held in Dealer's customers' accounts that are eligible for payment pursuant
to the Rule 12b-1 Plans (determined in the same manner as each Fund uses to
compute its net assets as set forth in its then current Prospectus).
f. The provisions of any Rule 12b-1 Plan between the Funds
and the Distributor shall control over this Agreement in the event of any
inconsistency. Each Rule 12b-1 Plan in effect on the date of this Agreement
is described in the relevant Fund's Prospectus. Dealer
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hereby acknowledges that all payments under Rule 12b-1 Plans are subject to
limitations contained in such Rule 12b-1 Plans and may be varied or
discontinued at any time.
5. REDEMPTIONS, REPURCHASES AND EXCHANGES
a. The Prospectus for each Fund describes the provisions
whereby the Fund, under all ordinary circumstances, will redeem Shares held
by shareholders on demand. Dealer agrees that it will not make any
representations to shareholders relating to the redemption of their Shares
other than the statements contained in the Prospectus and the underlying
organizational documents of the Fund, to which it refers, and that Dealer
will pay as redemption proceeds to shareholders the net asset value, minus
any applicable deferred sales charge or redemption fee, determined after
receipt of the order as discussed in the Prospectus.
b. Dealer agrees not to repurchase any Shares from its
customers at a price below that next quoted by the Fund for redemption or
repurchase, I.E., at the net asset value of such Shares, less any applicable
deferred sales charge, or redemption fee, in accordance with the Fund's
Prospectus. Dealer shall, however, be permitted to sell Shares for the
account of the customer or record owner to the Funds at the repurchase price
then currently in effect for such Shares and may charge the customer or
record owner a fair service fee or commission for handling the transaction,
provided Dealer discloses the fee or commission to the customer or record
owner. Nevertheless, Dealer agrees that it shall not under any circumstances
maintain a secondary market in such repurchased Shares.
c. Dealer agrees that, with respect to a redemption order it
has made, if instructions in proper form, including any outstanding
certificates, are not received by Distributor within the time customary or
the time required by law, the redemption may be canceled forthwith without
any responsibility or liability on Distributor's part or on the part of any
Fund, or Distributor, at its option, may buy the shares redeemed on behalf of
the Fund, in which latter case Distributor may hold Dealer responsible for
any loss, including loss of profit, suffered by Distributor resulting from
Distributor's failure to settle the redemption.
d. Dealer agrees that it will comply with any restrictions
and limitations on exchanges described in each Fund's Prospectus, including
any restrictions or prohibitions relating to frequent purchases and
redemptions (i.e., market timing).
6. MULTIPLE CLASSES OF SHARES
Distributor may, from time to time, provide Dealer with written
guidelines or standards relating to the sale or distribution of Funds
offering multiple classes of Shares with different sales charges and
distribution-related operating expenses.
7. FUND INFORMATION
a. Dealer agrees that neither it nor any of its partners,
directors, officers, employees, and agents is authorized to give any
information or make any representations concerning Shares of any Fund except
those contained in the Fund's then current Prospectus or in materials
provided by Distributor.
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b. Distributor will supply to Dealer Prospectuses, reasonable
quantities of sales literature, sales bulletins, and additional sales
information as provided by Distributor. Dealer agrees to use only
advertising or sales material relating to the Funds that: (i) is supplied by
Distributor, or (ii) conforms to the requirements of all applicable laws or
regulations of any government or authorized agency having jurisdiction over
the offering or sale of Shares of the Funds and is approved in writing by
Distributor in advance of its use. Such approval may be withdrawn by
Distributor in whole or in part upon written notice to Dealer, and Dealer
shall, upon receipt of such notice, immediately discontinue the use of such
sales literature, sales bulletins and advertising. Dealer is not authorized
to modify or translate any such materials without Distributor's prior written
consent.
8. SHARES
a. Distributor acts solely as agent for the Fund and
Distributor shall have no obligation or responsibility with respect to
Dealer's right to purchase or sell Shares in any state or jurisdiction.
b. Distributor shall periodically furnish Dealer with
information identifying the states or jurisdictions in which it is believed
that all necessary notice, registration or exemptive filings for Shares have
been made under applicable securities laws such that offers and sales of
Shares may be made in such states or jurisdictions. Distributor shall have
no obligation to make such notice, registration or exemptive filings with
respect to Shares in any state or jurisdiction.
c. Dealer agrees not to transact orders for Shares in states
or jurisdictions in which it has been informed that Shares may not be sold or
in which it and its personnel are not authorized to sell Shares.
d. Distributor shall have no responsibility, under the laws
regulating the sale of securities in the United States or any foreign
jurisdiction, with respect to the qualification or status of Dealer or
Dealer's personnel selling Fund Shares. Distributor shall not, in any event,
be liable or responsible for the issue, form, validity, enforceability and
value of such Shares or for any matter in connection therewith.
e. Dealer agrees that it will make no offers or sales of
Shares in any foreign jurisdiction, except with the express written consent
of Distributor.
9. INDEMNIFICATION
a. Dealer agrees to indemnify, defend and hold harmless
Distributor and the Funds and their predecessors, successors, and affiliates,
each current or former partner, officer, director, employee, shareholder or
agent and each person who controls or is controlled by Distributor from any
and all losses, claims, liabilities, costs, and expenses, including attorney
fees, that may be assessed against or suffered or incurred by any of them
howsoever they arise, and as they are incurred, which relate in any way to:
(i) any alleged violation of any statute or regulation (including without
limitation the securities laws and regulations of the United States or any
state or foreign country) or any alleged tort or breach of contract, related
to the offer or sale by Dealer of Shares of the Funds pursuant to this
Agreement (except to the extent that Distributor's negligence or failure to
follow correct instructions received from Dealer is the cause of such loss,
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claim, liability, cost or expense); (ii) any redemption or exchange pursuant
to instructions received from Dealer or its partners, affiliates, officers,
directors, employees or agents; or (iii) the breach by Dealer of any of its
representations and warranties specified herein or the Dealer's failure to
comply with the terms and conditions of this Agreement, whether or not such
action, failure, error, omission, misconduct or breach is committed by Dealer
or its predecessor, successor, or affiliate, each current or former partner,
officer, director, employee or agent and each person who controls or is
controlled by Dealer.
b. Distributor agrees to indemnify, defend and hold harmless
Dealer and its predecessors, successors and affiliates, each current or
former partner, officer, director, employee or agent, and each person who
controls or is controlled by Dealer from any and all losses, claims,
liabilities, costs and expenses, including attorney fees, that may be
assessed against or suffered or incurred by any of them which arise, and
which relate to any untrue statement of or omission to state a material fact
contained in the Prospectus or any written sales literature or other
marketing materials provided by the Distributor to the Dealer, required to be
stated therein or necessary to make the statements therein not misleading.
c. Dealer agrees to notify Distributor, within a reasonable
time, of any claim or complaint or any enforcement action or other proceeding
with respect to Shares offered hereunder against Dealer or its partners,
affiliates, officers, directors, employees or agents, or any person who
controls Dealer, within the meaning of Section 15 of the Securities Act of
1933, as amended.
d. Dealer further agrees promptly to send Distributor copies
of (i) any report filed pursuant to NASD Conduct Rule 3070, including,
without limitation quarterly reports filed pursuant to Rule 3070(c), (ii)
reports filed with any other self-regulatory organization in lieu of Rule
3070 reports pursuant to Rule 3070(e) and (iii) amendments to Dealer's Form
BD.
e. Each party's obligations under these indemnification
provisions shall survive any termination of this Agreement.
10. TERMINATION; AMENDMENT
a. In addition to the automatic termination of this Agreement
specified in Section 1.c. of this Agreement, each party to this Agreement may
unilaterally cancel its participation in this Agreement by giving thirty (30)
days prior written notice to the other party. In addition, each party to
this Agreement may terminate this Agreement immediately by giving written
notice to the other party of that other party's material breach of this
Agreement. Such notice shall be deemed to have been given and to be
effective on the date on which it was either delivered personally to the
other party or any officer or member thereof, or was mailed postpaid or
delivered to a telegraph office for transmission to the other party's
designated person at the addresses shown herein or in the most recent NASD
Manual.
b. This Agreement shall terminate immediately upon the
appointment of a Trustee under the Securities Investor Protection Act or any
other act of insolvency by Dealer.
c. The termination of this Agreement by any of the foregoing
means shall have no effect upon transactions entered into prior to the
effective date of termination and shall
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not relieve Dealer of its obligations, duties and indemnities specified in
this Agreement. A trade placed by Dealer subsequent to its voluntary
termination of this Agreement will not serve to reinstate the Agreement.
Reinstatement, except in the case of a temporary suspension of Dealer, will
only be effective upon written notification by Distributor.
d. This Agreement is not assignable or transferable and will
terminate automatically in the event of its "assignment," as defined in the
Investment Company Act of 1940, as amended and the rules, regulations and
interpretations thereunder. The Distributor may, however, transfer any of
its duties under this Agreement to any entity that controls or is under
common control with Distributor.
e. This Agreement may be amended by Distributor at any time
by written notice to Dealer. Dealer's placing of an order or accepting
payment of any kind after the effective date and receipt of notice of such
amendment shall constitute Dealer's acceptance of such amendment.
11. DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
Distributor represents and warrants that:
a. It is a limited liability company duly organized and
existing and in good standing under the laws of the state of Delaware and is
duly registered or exempt from registration as a broker-dealer in all states
and jurisdictions in which it provides services as principal underwriter and
distributor for the Funds.
b. It is a member in good standing of the NASD.
c. It is empowered under applicable laws and by Distributor's
charter and by-laws to enter into this Agreement and perform all activities
and services of the Distributor provided for herein and that there are no
impediments, prior or existing, regulatory, self-regulatory, administrative,
civil or criminal matters affecting Distributor's ability to perform under
this Agreement.
d. All requisite actions have been taken to authorize
Distributor to enter into and perform this Agreement.
12. ADDITIONAL DEALER REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties found
elsewhere in this Agreement, Dealer represents and warrants that:
a. It is duly organized and existing and in good standing
under the laws of the state, commonwealth or other jurisdiction in which
Dealer is organized and that Dealer will not offer Shares of any Fund for
sale in any state or jurisdiction where such Shares may not be legally sold
or where Dealer is not qualified to act as a broker-dealer.
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b. It is empowered under applicable laws and by Dealer's
organizational documents to enter into this Agreement and perform all
activities and services of the Dealer provided for herein and that there are
no impediments, prior or existing, regulatory, self-regulatory,
administrative, civil or criminal matters affecting Dealer's ability to
perform under this Agreement.
c. All requisite actions have been taken to authorize Dealer
to enter into and perform this Agreement.
d. It is not, at the time of the execution of this Agreement,
subject to any enforcement or other proceeding with respect to its activities
under state or federal securities laws, rules or regulations.
13. SETOFF; DISPUTE RESOLUTION; GOVERNING LAW
a. Should any of Dealer's concession accounts with
Distributor have a debit balance, Distributor shall be permitted to offset
and recover the amount owed from any other account Dealer has with
Distributor, without notice or demand to Dealer.
b. In the event of a dispute concerning any provision of this
Agreement, either party may require the dispute to be submitted to binding
arbitration under the commercial arbitration rules and procedures of the
NASD. The parties agree that, to the extent permitted under such arbitration
rules and procedures, the arbitrators selected shall be from the securities
industry. Judgment upon any arbitration award may be entered by any state or
federal court having jurisdiction.
c. This Agreement shall be governed and construed in
accordance with the laws of the state of New Jersey, not including any
provision which would require the general application of the law of another
jurisdiction.
14. INVESTIGATIONS AND PROCEEDINGS
The parties to this Agreement agree to cooperate fully in any
securities regulatory investigation or proceeding or judicial proceeding with
respect to each's activities under this Agreement and promptly to notify the
other party of any such investigation or proceeding.
15. CAPTIONS
All captions used in this Agreement are for convenience only,
are not a party hereof, and are not to be used in construing or interpreting
any aspect hereof.
16. ENTIRE UNDERSTANDING
This Agreement contains the entire understanding of the parties
hereto with respect to the subject matter contained herein and supersedes all
previous agreements. This Agreement shall be binding upon the parties hereto
when signed by Dealer and accepted by Distributor.
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17. SEVERABILITY
Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law.
If, however, any provision of this Agreement is held under applicable law to
be invalid, illegal, or unenforceable in any respect, such provision shall be
ineffective only to the extent of such invalidity, and the validity, legality
and enforceability of the remaining provisions of this Agreement shall not be
affected or impaired in any way.
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties
hereto with respect to the subject matter contained herein and supersedes all
previous agreements and/or understandings of the parties. This Agreement
shall be binding upon the parties hereto when signed by Dealer and accepted
by Distributor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year set forth below.
PRUDENTIAL INVESTMENT MANAGEMENT
SERVICES LLC
By:
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Name:
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Title:
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Date:
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DEALER:
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By:
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(Signature)
Name:
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Title:
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Address:
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Telephone:
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NASD CRD #
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Prudential Dealer #
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(Internal Use Only)
Date:
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