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EX99.N
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
(the Fund)
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3
The Fund hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the 1940 Act), setting forth the separate
arrangement and expense allocation of each class of shares in each investment
portfolio (each a Portfolio). Any material amendment to this plan is subject to
prior approval of the Board of Directors, including a majority of the
independent Directors.
CLASS CHARACTERISTICS
CLASS A SHARES: Class A shares are subject to a high initial sales charge and a
-------------- distribution and/or service fee pursuant to Rule 12b-1 under
the 1940 Act (Rule 12b-1 fee) not to exceed .30 of 1% per
annum of the average daily net assets of the class. The
initial sales charge is waived or reduced for certain
eligible investors.
CLASS B SHARES: Class B shares are not subject to an initial sales charge but
-------------- are subject to a high contingent deferred sales charge
(declining from 5% to zero over a six-year period) which
will be imposed on certain redemptions and a Rule 12b-1 fee
not to exceed 1% per annum of the average daily net assets
of the class. The contingent deferred sales charge is
waived for certain eligible investors. Class B shares
automatically convert to Class A shares approximately seven
years after purchase.
CLASS C SHARES: Class C shares issued before November 2, 1998 are not subject
-------------- to an initial sales charge but are subject to a 1%
contingent deferred sales charge which will be imposed on
certain redemptions within the first 12 months after
purchase and a Rule 12b-1 fee not to exceed 1% per annum of
the average daily net assets of the class. Class C shares
issued on or after November 2, 1998 are subject to a low
initial sales charge and a 1% contingent deferred sales
charge which will be imposed on certain redemptions within
the first 18 months after purchase and a Rule 12b-1 fee not
to exceed 1% per annum of the average daily net assets of
the class.
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CLASS Z SHARES: Class Z shares are not subject to either an initial or
-------------- contingent deferred sales charge, nor are they subject to
any Rule 12b-1 fee.
CLASS I SHARES: Class I shares are not subject to either an initial or
-------------- contingent deferred sales charge, nor are they subject to
any Rule 12b-1 fee.
INCOME AND EXPENSE ALLOCATIONS
Income, any realized and unrealized capital gains and losses, and expenses
not allocated to a particular class of a Portfolio will be allocated to
each class of the Portfolio on the basis of the net asset value of that
class in relation to the net asset value of the Portfolio.
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by each Portfolio to each class of
shares, to the extent paid, will be paid on the same day and at the same
time, and will be determined in the same manner and will be in the same
amount, except that the amount of the dividends and other distributions
declared and paid by a particular class of the Portfolio may be different
from that paid by another class of the Portfolio because of Rule 12b-1 fees
and other expenses borne exclusively by that class.
EXCHANGE PRIVILEGE
Holders of Class A Shares, Class B Shares, Class C Shares and Class Z
Shares shall have such exchange privileges as set forth in the Portfolio's
current prospectus. Exchange privileges may vary among classes and among
holders of a Class.
CONVERSION FEATURES
Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. Conversions will be
effected at relative net asset value without the imposition of any
additional sales charge.
GENERAL
A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and shall
have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other
class.
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B. On an ongoing basis, the Directors, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor each
Portfolio for the existence of any material conflicts among the interests
of its several classes. The Directors, including a majority of the
independent Directors, shall take such action as is reasonably necessary to
eliminate any such conflicts that may develop. Prudential Investments Fund
Management LLC, the Fund's Manager, will be responsible for reporting any
potential or existing conflicts to the Directors.
C. For purposes of expressing an opinion on the financial statements of each
Portfolio of the Fund, the methodology and procedures for calculating the
net asset value and dividends/distributions of each Portfolio's several
classes and the proper allocation of income and expenses among such classes
will be examined annually by the Fund's independent auditors who, in
performing such examination, shall consider the factors set forth in the
relevant auditing standards adopted, from time to time, by the American
Institute of Certified Public Accountants.
Dated: August 24, 1995
Amended: June 1, 1998
Amended: May 24, 2000
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