SERVICE AGREEMENT
This Agreement made as of the 30th day of July, 1984 by and between THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential"), a New Jersey
Corporation, and THE PRUDENTIAL ASSET MANAGEMENT COMPANY, INC. ("Company"), a
New Jersey corporation.
WITNESSETH:
WHEREAS, on July 30, 1984 Company became a wholly-owned subsidiary of The
Prudential Insurance Company of America; and
WHEREAS, concurrently with the said acquisition of Company, certain
employees of Prudential who were performing professional and administrative
services (a) with respect to Group Pension Contracts, Funding Agreements and
Annuity Contracts issued by Prudential from time to time to institutional
clients and (b) pursuant to other contracts issued by Prudential from time to
time to institutional clients whereunder Prudential agreed only to provide
certain such services (all such contracts and agreements being hereinafter
referred to as "Prudential Contracts") were transferred to Company; and
WHEREAS, Company and Prudential agreed that the said employees should
continue to provide the said services to Prudential and, in fact, the said
services have been provided; and
WHEREAS, Company and Prudential desire that their understandings with
respect to the said services be memorialized: and
WHEREAS, Prudential may request from time to time that Company provide
other services with respect to Prudential Contracts and Company may agree to
provide such services;
NOW, THEREFORE, in consideration of the premises and the mutual promises of
the parties recited below, the parties hereby agree as follows:
1. Subject to Prudential's requirements from time to time, Company agrees
to furnish to Prudential hereunder such professional and
administrative services with respect to Prudential Contracts as were
being performed prior to July 30, 1984 by Prudential employees who
were transferred to Company on said date.
2. Company agrees to furnish to Prudential hereunder such other services
with respect to Prudential Contracts as Prudential may require from
time to time and as Company is able to perform.
3. All services provided by Company hereunder shall be in conformity with
applicable federal and state statutes and with rules and regulations
thereunder. Without limiting the generality of this undertaking,
a) Company agrees that with respect to all registered investment
companies established as funding mediums for Prudential Contracts
(1) it will maintain and keep current all records required by
Rule 31a-1 under Section 31 of the Investment Company Act of 1940
(the "Act"); (2) it will preserve records in accordance with the
requirements of Rule 31a-2 under Section 31,of the Act; and (3)
all records required to be so maintained and preserved are the
property of the registered investment company and will be
surrendered promptly on request; and
b) Company agrees that all books and records of Prudential
maintained by Company hereunder (1) will be prepared and
maintained in conformity with the requirements of Section 17a of
the Securities Act of 1934 and with the requirements of such
other provisions of the federal securities laws as Prudential may
advise Company are applicable to its business as well as with
rules and regulations thereunder; (2) will be the property of
Prudential and will be surrendered promptly on request of
Prudential; and (3) may be examined at any time or from time to
time during business hours by representatives or designees of the
Securities and Exchange Commission, who will be promptly
furnished with true, correct, complete and current hard copy of
any or all or any part thereof.
4. Prudential shall reimburse Company for costs and expenses incurred by
Company in furnishing services hereunder, such costs and expenses to
be determined in accordance with general accounting practices and cost
allocation procedures implemented from time to time by Company. Bills
shall be rendered by Company at least quarterly and shall be paid by
Prudential within thirty (30) days after receipt thereof.
5. This Agreement may be terminated by either party at any time upon not
less than fifteen (15) days prior written notice to the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
THE PRUDENTIAL INSURANCE COMPANY THE PRUDENTIAL ASSET MANAGEMENT
OF AMERICA COMPANY, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxx
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By Vice Chairman President
RESOLVED, that subject to the approval of the Commissioner of Insurance of the
State of New Jersey and to such conditions as said Commissioner may impose, the
Company hereby establishes, pursuant to Section 17B:28-7 of the Revised Statutes
of New Jersey, a separate account, to be suitably designated, for contracts
under which values or payments, or a portion thereof, vary to reflect the
investment results of said account, and for other investment accounts managed by
Prudential that may participate in said account, which is to be invested
primarily in common stocks, and it is further
RESOLVED, that the use of said account shall be limited to providing a funding
medium for such variable contracts issued and administered by the Company as the
Company shall elect to designate as participating therein, and in furtherance
thereof such account shall:
(a) receive, hold, invest, and reinvest only the amounts arising from (i)
contributions made pursuant to such variable contracts, (ii) such assets of
the Company as it shall deem prudent and appropriate to have invested in
the same manner as the assets applicable to its reserve liability under
such variable contracts, and (iii) the dividends, interest and gains
produced by the foregoing;
(b) to the extent required by the Investment Company Act of 1940, register
under such Act and make application for exemption from such of the
provisions thereof as may appear to be necessary or desirable;
(c) to the extent required by the Securities Act of 1933, file one or more
registration statements thereunder, including any documents required as a
part thereof;
(d) provide for investment management services;
(e) provide for the sale of variable contracts issued and administered by the
Company to the extent they include participating interests in said account;
(f) select an independent public accountant to audit the books and records of
said account; and
(g) perform such further functions as may be required to comply with the
Investment Company Act of 1940 or as may from time to time be authorized by
further resolution of this Board; and it is further
RESOLVED, that the said account, as authorized by Section 17B:28-9(b) (ii) of
the Revised Statutes of New Jersey, shall be managed by a Committee consisting
of not less than three nor more than nine persons ("Committee"); and it is
further
RESOLVED, that the Committee shall initially be composed of five members to be
selected by the Chairman of the Board and Chief Executive Officer, the President
or the Vice Chairman, each of which members shall serve until the first annual
meeting of persons having voting rights in respect of said account or until his
successor shall qualify, and that thereafter the members of the Committee shall
be elected by a majority of the votes cast by such persons having voting rights
in respect of said account; and it is further
RESOLVED, that the proper officers of the Company are authorized and directed to
take whatever steps may be necessary or desirable to comply with State statutes
or regulations to the extent they may be applicable to variable contracts issued
by the Company pursuant to which contributions may be made to said account; and
it is further
RESOLVED, that the proper officers of the Company be and they hereby are from
time to time authorized, empowered and directed to do all acts and things from
time to time necessary, desirable or appropriate to be done in order to
effectuate the purposes of the foregoing resolutions or any of them.
APPROVED BY
BOARD OF DIRECTORS
JAN 12 1982
/s/ Xxxxxxxx X. Xxxxxxxx
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SECRETARY
XXXXXXXX X. XXXXXXXX
