AMENDMENT NO. 1 to
AGREEMENT FOR INVESTMENT MANAGEMENT SERVICES
Amendment No. 1 dated as of the 1st day of January, 1972 to AGREEMENT dated
the 16th day of February, 1968 (herein referred to as the "Agreement") by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (herein referred to as
"Prudential"), and THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-2 (herein referred
to as the "VCA-2").
WHEREAS, Pruco Securities Corporation (herein referred to as "Pruco
Securities"), is a broker-dealer affiliated with Prudential, and is a member of
the Philadelphia-Baltimore-Washington-Stock Exchange, and enjoys preferential
status on the Pacific Coast and Boston Stock Exchanges; and
WHEREAS, Prudential and VCA-2 desire to provide for the use of Pruco
Securities as broker on certain of the portfolio transactions of the Fund; and
WHEREAS, Prudential and VCA-2 desire to conform the terms of the Agreement
to recently enacted provisions of the Investment Company Act of 1940;
NOW, THEREFORE, Prudential and VCA-2 hereby agree as follows:
1. Pruco Securities shall be used as broker on such of the portfolio
transactions of VCA-2 as Prudential in its discretion determines can be
executed advantageously on any stock exchange of which Pruco Securities is a
member or as to which it enjoys a preferential status. Pruco Securities shall be
paid the appropriate broker's commission for such transactions.
2. With respect to the calendar year 1972 and subsequent years, the amount
of the investment advisory fee payable to Prudential by VCA-2
pursuant to the Agreement shall be reduced by an amount equal to the portion of
the "net profits after taxes" of Pruco Securities allocable in accordance
with generally accepted accounting principles to the transactions it has
executed on behalf of VCA-2. "Net profits after taxes" shall be determined by
subtracting from the gross brokerage commissions received by Pruco Securities
all its expenses attributable to the earning of such commissions (including
capital charges), and by calculating taxes as those that would be payable if
Pruco Securities were to file a separate tax return, whether or not it does so.
The reduction of the advisory fee described herein shall be determined promptly
at the end of each calendar year and shall be credited against the amount of the
fourth quarterly instalment of the advisory fee then payable.
3. Notwithstanding the provisions of Paragraph 5 of the Agreement, it
shall continue in effect from year to year only so long as such continuance is
approved at least annually by the Board of Directors at a meeting held in person
for the purpose, such approval to include the specific approval of a majority of
the Directors who are not interested persons of Prudential.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on their behalf by their duly authorized officers as of the date first
hereinabove mentioned.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Attest:
/s/ Xxxxxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxx Xx.
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Secretary Vice President
THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-2
/s/ By /s/ Xxxxx Xxxxxxxxx
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Secretary Chairman
