EXHIBIT 99.6(b)
PRUDENTIAL SECURITIES INCORPORATED
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Selected Dealer Agreement
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Date
Name of Outside Dealer
Address
Attn:
Dear Sirs:
As the distributor of shares of certain investment companies presently or
hereafter managed by Prudential Mutual Fund Management, Inc., 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 company
(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 the 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 each Fund's then
current prospectus.
(a) With respect to Class A shares and shares of other Funds that are sold
with an initial sales charge, the sales charge and pay out to selected
dealer shall be as stated in each Fund's current prospectus, as may be
amended from time to time. The foregoing shall be payable only upon the
purchase of shares of the Funds and shall not be paid for shares acquired
through dividend/or capital gains distribution reinvestment or shares
acquired in exchange for shares of another Fund. With respect to Class A
shares and other Funds that are sold with a front-end sales charge, such
sales charges to selected dealers are subject to reductions under a variety
of circumstances (e.g. Letters of Intent and Rights of Accumulation) as
described in each Fund's then current prospectus. To obtain these
reductions, we and the Funds' transfer agent must be notified when the sale
takes place which would qualify for the reduced sales charge.
(b) Subject to other provisions of this agreement, from time to time an
account servicing fee shall be paid to selected dealer with respect to
money market funds, Class A shares and on shares of other funds that are
sold with an initial sales charge. Such fees shall be payable only on
accounts for which selected dealer provides personal service and/or
maintenance services for shareholder accounts.
(c) With respect to Class B shares, you shall be paid a sales commission,
as may be amended from time to time (upon notice to you), based upon the
net asset value of all Class B shares purchased by customers of the
selected dealer. The foregoing is payable only upon the purchase of shares
of the Funds and shall not be paid for shares acquired through
dividend/capital gains distribution reinvestment or shares acquired in
exchange for shares of another Fund.
(d) Subject to other provisions of this agreement, from time to time an
account servicing fee shall be paid to selected
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dealer for Class B shares. Such fee shall be payable only on accounts for
which selected dealer provides personal service and/or maintenance services
for shareholder accounts.
(e) With respect to Class C shares, you shall be paid a sales commission,
as may be amended from time to time (upon notice to you), based upon the
net asset value of all Class C shares purchased by customers of the
selected dealer. The foregoing is payable only upon the purchase of shares
of the Funds and shall not be paid for shares acquired through
dividend/capital gains distribution reinvestment or shares acquired in
exchange for shares of another Fund.
(f) Subject to other provisions of this agreement, from time to time an
account servicing fee shall be paid to selected dealer for Class C shares.
Such fee shall be payable only on accounts for which selected dealer
provides personal service and/or maintenance services for shareholder
accounts.
(g) With respect to payment of the fees as set forth at paragraphs (b),
(d) and (f) above, we may, from time to time establish a minimum quarterly
account balance for each Fund in order for you to be entitled to such fees.
We reserve the right to not pay any such fees as described above if the
quarterly account balance does not reach a certain level as may be
determined by us from time to time.
3. As a selected dealer, you are hereby authorized to: (i) place purchase
orders on behalf of investors or for your own bona fide investment through us
for shares of the Funds which orders are to be effected subject to the
applicable terms and conditions governing the placement of orders by us set
forth in the Distribution Agreement between each Fund and us and subject to the
applicable compensation provisions set forth in each Fund's then current
prospectus; and (ii) to tender shares directly to the Fund or its agent for
redemption subject to the applicable terms and conditions set forth in each
Distribution Agreement.
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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 and a member of the National Association of Securities
Dealers, Inc. and that you agree to abide by the Rules of Fair Practice of
such Association,
(b) You are a corporation duly organized and existing and in good
standing under the laws of ______________ and that you are duly registered
or exempt from registration as a broker-dealer in all fifty states, Puerto
Rico and other territories and that you will not offer shares of any Fund
for sale in any state where 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 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 protect and indemnify PSI and the
Funds against any loss which any party may suffer or incur, directly or
indirectly, as a
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result of any action by you, or your employees, officers and directors.
6. This Agreement is in all respects subject to Section 26 of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. which
shall control any provisions to the contrary in this Agreement.
7. You agree:
(a) To purchase shares on behalf of investors only through us or to
sell shares only on behalf of your customers.
(b) To purchase shares on behalf of investors 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. 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 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
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herein provided. Termination or cancellation of this Agreement
shall not relieve you or us from the requirements of this
subparagraph.
(f) As a condition of the receipt of an account servicing fee as
described at Sections 2(b), 2(d) and 2(f), you agree to provide
to shareholders of the Fund(s) personal service and/or
maintenance services with respect to shareholder accounts.
(g) At your own expense to defend any suit, claim, action or other
proceeding brought by any party against the Funds, Prudential
Mutual Fund Services, Inc. ("PMFS"), the Funds' transfer agent or
PSI and indemnify and hold harmless PMFS, PSI and the Funds,
their officers, directors, employees, agents and assigns, from
and against any and all direct or indirect losses, claims,
demands, damages (including consequential damages), liabilities,
attorneys' fees, interest and other costs, all expenses of
litigation or arbitration and any amounts agreed upon in
settlement, that may be assessed against, suffered or incurred by
any one or more of the above parties (whether pursuant to this
Agreement or otherwise) as a result of or arising out of,
directly or indirectly, any sale of the Funds, breach of
representations or warranties herein; or as a result of or
arising out of, directly or indirectly, your failure to comply
with the terms of this Agreement; or as a result of or arising
out of, directly or indirectly, any error or omission in any
event whether such action, failure, error, omission, misconduct
or breach is committed by you or by your employees or agents,
whether or not authorized or acting within the scope of their
employment, pursuant to this Agreement, including that which may
arise out of the malfunction of equipment, systems and programs;
or as a result, directly or indirectly, of not obtaining
sufficient authorization of all customers' communications and
actions regarding such customers'
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accounts, including all transfers; or as a result, directly or
indirectly, of any refusal by PSI to accept a purchase from a
customer. Your obligations under this sub-section (g) shall
survive the termination of this Agreement.
8. 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).
9. Shares of the Funds are qualified for sale or exempt from qualification
in all 50 states, the District of Columbia and Puerto Rico. 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.
10. 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 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.
11. We shall be under no obligation to you except for obligations
expressly assumed by us herein. Nothing herein
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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 the Rules and Regulations of the
Securities and Exchange Commission or to relieve the parties hereto from any
liability arising under the Securities Act of 1933.
12. 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 12 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 12 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 12 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 Act. The provisions of this Section 12
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 12 may be
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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.
13. No person is authorized to make any representations concerning shares
of the Funds except those contained in the current prospectuses, statements of
additional information ("SAI") or printed information issued by each Fund or by
us as information supplemental to each prospectus. 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
any other advertising or sales material relating to the Funds, unless forwarded
to PSI's Marketing Review Department to the attention of Ms. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
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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.
14. 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.
15. 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.
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16. This Agreement is in full force and effect as of the date hereof and
supersedes all previous agreements.
Very truly yours,
PRUDENTIAL SECURITIES
INCORPORATED
By: _______________________
Title:
Firm Name _____________________________________________________
Address ______________________________________________________
City ___________________ State ___________ Zip Code _________
ACCEPTED BY (signature) _______________________________________
Name (print) _________________________ Title _________________
Date __________________________ 199__ Phone # ________________
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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:
National Sales & Marketing Department
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/psima/psiwarehouse/
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