SERVICES AGREEMENT


Exhibit 24(b)(8.139)
SERVICES AGREEMENT


	THIS AGREEMENT, made and entered into as of this 1st day of May ,
2002 by and among ING Financial Advisers, LLC ("ING Financial"), ING Life Insurance
and Annuity Company ("ING Life") (collectively, "ING"), and Prudential Investment
Management Services LLC ("Distributor"), and Prudential Mutual Fund Services LLC
("PMFS")(collectively "Prudential"), both of which act as agents for the registered open-
end management investment companies listed on attached Exhibit A (each a "Fund" or
collectively the "Funds"),

	WHEREAS, Distributor acts as principal underwriter for the Funds; and

	WHEREAS, PMFS acts as transfer agent for the funds; and

	WHEREAS, ING Financial distributes shares of investment companies to certain
plans under Sections 401 or 457 of the Internal Revenue Code of 1986, as amended
("Code"), custodial accounts under Section 403(b)(7) or 408 of the Code, and certain
nonqualified deferred compensation arrangements (collectively, "Plans"); and

	WHEREAS, ING Life is an insurance company that provides various recordkeeping
and other administrative services to Plans; and

	WHEREAS, ING Life will provide various sub-accounting, recordkeeping,
administrative and shareholder services in connection with the investment by the Plans in
the Funds.

	NOW, THEREFORE, it is agreed as follows:

1. Investment of Plan Assets.

	ING Financial represents that it is authorized under the Plans to implement the
investment of Plan assets in the name of an appropriately designated nominee of each
Plan ("Nominee") in shares of investment companies or other investment vehicles
specified by a sponsor, an investment adviser, an administrative committee, or other
fiduciary as designated by a Plan ("Plan Representative") upon the direction of a Plan
participant or beneficiary ("Participant"). The parties acknowledge and agree that
selections of particular investment companies or other investment vehicles are made by
Plan representatives or Participants, who may change their respective selections from
time to time in accordance with the terms of the Plan.

2.	Omnibus Account.

	The parties agree that a single omnibus account held in the name of the Nominee
shall be maintained for those Plan assets directed for investment in the Funds


Prudential Sell & Serv.doc


("Account"). ING Life as service agent for the Plans. shall facilitate purchase and sale
transactions with respect to the Account in accordance with the Agreement.

3.	Pricing Information, Orders, Settlement.

	(a) Prudential will make shares available to be purchased by the Nominee on behalf
of the Account at the net asset value applicable to each order; provided, however, that the
Plans meet the criteria for purchasing shares of the Funds at net asset value as described
in the Funds' prospectuses. Fund shares shall be purchased and redeemed on a net basis
for such Plans in such quantity and at such time determined by ING Financial or the
Nominee to correspond with investment instructions received by ING Financial from Plan
Representatives or Participants.

	(b) Prudential agrees to furnish or cause to be furnished to ING Financial for each
Fund: (i) confirmed net asset value information as of the close of trading (currently 4:00
p.m., East Coast time) on the New York Stock Exchange ("Close of Trading") on each
business day that the New York Stock Exchange is open for business ("Business Day") or
at such other time as the net asset value of a Fund is calculated as disclosed in the
relevant then current prospectus(es) in a format that includes the Fund's name and the
change from the last calculated net asset value, (ii) dividend and capital gains information
as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the
distribution rate factor. Prudential shall provide or cause to be provided to ING Financial
such information by 6:30p.m., East Coast time, but in no event later than 7:00p.m. East
Coast time absent extraordinary circumstances. In the event of an anticipated delay past
7:00p.m., Prudential shall notify ING Financial by 7:00p.m. of the aniticipated delay.

	(c) ING Financial, as agent for the Funds for the sole purposes expressed herein
shall receive from Plan Representatives or Participants for acceptance as of the Close of
Trading on each Business Day: (i) orders for the purchase of shares of the Funds,
exchange orders, and redemption requests and redemption directions with respect to shares
of the Funds held by the Nominee ("Instructions"), (ii) transmit to Prudential such
Instructions no later than 9:00 a.m., East Coast time on the next following Business Day,
and (iii) upon acceptance of any such Instructions, communicate such acceptance to the
Plan Representatives or Plan Participants, as appropriate ("Confirmation"). The Business
Day on which such Instructions are received in proper form by ING Financial and time
stamped by the Close of Trading will be the date as of which Fund shares shall be deemed
purchased, exchanged, or redeemed as a result of such Instructions. Instructions received
in proper form by ING Financial and time stamped after the Close of Trading on any
given Business Day shall be treated as if received on the next following Business Day.
ING Financial agrees that all Instructions received by ING Financial, which will be
transmitted to Prudential for processing as of a particular Business Day, will have been
received and time stamped prior to the Close of Trading on that previous Business Day.

	(d) ING Financial will wire payment, or arrange for payment to be wired, for such
purchase orders, in immediately available funds, to a Fund custodial account or accounts



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designated by Prudential, by 3:00p.m. if possible, but in any event no later than 4:00

p.m., East Coast time on the Business Day following the Business Day as of which such

purchase orders are made in conformance with Section 3(c).

(e) Prudential or its designees will wire payment, or arrange for payment to be

wired, for redemption orders, in immediately available funds, to an account or accounts

designated by ING Financial, by 3:00p.m. if possible, but in any event no later than 4:00

p.m. East Coast time on the next Business Day as of which such redemption orders are

received by the Prudential in conformance with Section 3(c).

(f) In lieu of applicable provisions set forth in paragraphs 3(a) through 3(e) above,

the parties may agree to provide pricing information, execute orders and wire payments

for purchases and redemptions through National Securities Clearing Corporation's

Fund/SERV System, in which case such activities will be governed by the provisions set

forth in Exhibit I to this Agreement.

(g) Upon Prudential's request, ING Financial shall provide copies of historical

records relating to transactions between the Funds and the Plan Representatives or

Participants investing in such Funds, written communications regarding the Funds to or

from such persons, and other materials, in each case, as may reasonably be requested to

enable Prudential or any other designated entity, including without limitation, auditors or

investment advisers of the Funds to monitor and review the services being provided under

this Agreement, or to comply with any request of a governmental body or self-regulatory

organization or a shareholder. ING Financial also agrees that ING Financial will permit

Prudential or the Funds, or any duly designated representative to have reasonable access

to ING Financial's personnel and records in order to facilitate the monitoring of the

quality of the services being provided under this Agreement.

(h) ING Financial shall assume responsibility as herein described for any loss to

Prudential or to a Fund caused by a cancellation or correction made to an Instruction by a

Plan Representative or Participant subsequent to the date as of which such Instruction has

been received by ING Financial and originally relayed to Prudential, and ING Financial

will immediately pay such loss to Prudential or such Fund upon ING Financial's receipt

of written notification, with supporting data.

(i) Prudential shall indemnify and hold ING harmless, from the effective date of

this Agreement, against any amount ING is required to pay to Plans, Plan

Representatives, or Participants due to: (i) an incorrect calculation of a Fund's daily net

asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late

reporting of the daily net asset value, dividend rate, or capital gain distribution rate of a

Fund, upon written notification by ING, with supporting data, to Prudential. In addition,

Prudential shall be liable to ING for reasonable systems and out of pocket costs incurred

by ING in making a Plan's or a Participant's account whole, if such costs or expenses are

a result of the Fund's failure to provide timely or correct net asset values, dividend and

capital gains or financial information and if such information is not corrected by 4:00


p.m. East Coast time of the next business day after releasing such incorrect information
provided the incorrect NAV as well as the correct NAV for each day that the error
occurred is provided. If a mistake is caused in supplying such information under this
Section 3 or confirmations, which results in a reconciliation with incorrect information,
the amount required to make a Plan's or a Participant's account whole shall be borne by
the party providing the incorrect information.

The following limits shall apply to the liabilities of Prudential to ING for systems and out
of pocket costs incurred by ING if such costs or expenses are a result of Prudential's
failure to provide ING with such correct or timely information: (i) $______ per day for
each day that incorrect information provided by Prudential is not corrected, if such period
does not include a month-end or a fiscal quarter-end, (ii) $______ per day for each day
that such incorrect information provided by Prudential is not corrected, if such period does
include a month-end or a fiscal quarter-end, and (iii) up to $__________ per occurrence in
the aggregate under (i) or (ii) above. Any incorrect information that has as a common
nexus any single error shall be deemed to be one occurrence for these purposes provided
all corrections are provided at the same time.

	(j) Each party shall notify the other of any errors or omissions in any information,
including a net asset value and distribution information set forth above, and interruptions
in or delay or unavailability of, the means of transmittal of any such information as
promptly as possible. ING Financial and Prudential agree to maintain reasonable errors
and omissions insurance coverage commensurate with each party's respective
responsibilities under this Agreement.

4.	Servicing Fees.

	The provision of shareholder and administrative services to the Plans shall be the
responsibility of ING Financial, ING Life or the Nominee and shall not be the
responsibility of Prudential. The Nominee will be recognized as the sole shareholder of
Fund shares purchased under this Agreement. It is further recognized that there will be a
substantial savings in accounting expense, administrative expense and recordkeeping
expenses by virtue of having one shareholder rather than multiple shareholders. In
consideration of the administrative savings resulting from such arrangement, PMFS
agrees to pay to ING a servicing fee based on the annual rate of ____% (_____%
quarterly) of the average net assets invested in the Funds through ING Life's
arrangements with Plans in each calendar quarter. In addition, for other related
administrative services rendered by ING Life to PMFS or an affiliate, PMFS agrees, on
its own behalf, or on behalf of an affiliate, to pay to ING Life a services fee based on the
annual rate of ____% (____% quarterly) of the average net assets invested in the Funds
through ING Life's arrangements with Plans in each calendar quarter. PMFS will make
such payments to ING Life within thirty (30) days after the end of each calendar quarter.
Each payment will be accompanied by a statement showing the calculation of the fee
payable to ING Life for the quarter and such other supporting data as may be reasonably
requested by ING Life.


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5. 12b-1 Fees.

	To compensate ING Financial for its shareholder servicing and distribution-related
services relating to Class A Fund Shares under this Agreement, Distributor shall make
quarterly payments to ING Financial based on the annual rate of ____% (_____%
quarterly) of the average net assets invested in the Funds through ING's arrangements
with Plans in each calendar quarter. Distributor will make such payments to ING
Financial within thirty (30) days after the end of each calendar quarter. Each payment
will be accompanied by a statement showing the calculation of the fee payable to ING
Financial for the quarter and such other supporting data as may be reasonably requested
by ING Financial.

6.	Expenses.

	The parties shall bear all of their respective out-of-pocket expenses incidental to the
performance of the services described herein. Distributor shall, however, provide ING, or
at ING's request, the Plan, with such sufficient copies of relevant prospectuses for all
Participants making an initial Fund purchase as well as relevant prospectuses, prospectus
supplements and periodic reports to shareholders, and other material as shall be
reasonably requested by Aetna to disseminate to Plan participants who purchase shares of
the Funds. In addition, Distributor shall make available for reimbursement out-of-pocket
expenses ING Life incurs associated with proxies for the Fund, including proxy
preparation, group authorization letters, programming for tabulation and necessary
materials (including postage).

7.	Termination.

This Agreement shall terminate as to the maintenance of the Account:

	(a) At the option of either ING or Prudential upon sixty (60) days advance written
notice to the other parties;

	(b) At the option of ING, if shares of the Funds are not available for any reason to
meet the investment requirements of the Plans; provided, however, that thirty (30) days
advance notice of election to terminate shall be furnished by ING;

	(c) At the option of either ING Financial or Prudential, upon institution of formal
disciplinary or investigative proceedings against ING Financial, Distributor or the Funds
by the National Association of Securities Dealers, Inc. ("NASD"), SEC, or any other
regulatory body;

	(d) At the option of Prudential, if Prudential shall reasonably determine in good
faith that shares of the Funds are not being offered in conformity with the terms of this
Agreement;



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	(e) At the option of ING, upon termination of the management agreement between
the Fund and its investment adviser; written notice of such termination shall be promptly
furnished to ING;

	(f) Upon assignment of this Agreement by any party, unless made with the written
consent of all other parties hereto; provided, however, that the parties may assign, without
the consent of the other, their respective duties and responsibilities under this Agreement
to any of their affiliates, that ING Financial or ING Life may not enter into subcontracts
with other dealers for the solicitation of sales of shares of the Funds without the consent
of Distributor, or

	(g) If the fund's shares are not registered, issued or sold in conformance with
federal law or such law precludes the use of Fund shares as an investment vehicle for the
Plans; provided, however, that prompt notice shall be given by any party should such
situation occur.

8.	Continuation of Agreement.

	Upon termination as the result of any cause listed in Section 7 hereof, the Funds'
respective obligations to continue to maintain the Account as an investment option for
Plans electing to invest in the Funds shall continue for a period not to exceed six (6)
months.

9.	Advertising and Related Materials.

	(a) Advertising and literature with respect to the Funds prepared by ING Financial
or the Nominee or its agents for use in marketing shares of the Funds to the Plans (except
any material that simply lists the Funds' names) shall be submitted to Distributor for
review and approval before such material is used with the general public or any Plan, Plan
Representative, or Participant. Distributor shall advise the submitting party in writing
within five (5) Business Days of receipt of such materials of its approval or disapproval
of such materials.

	(b) Distributor will provide to ING at least one complete copy of all prospectuses,
statements of additional information, annual and semiannual reports and proxy
statements, other related documents, and all amendments or supplements to any of the
above documents that relate to the Funds promptly after the filing of such document with
the SEC or other regulatory authorities.

	(c) Prudential will provide via Excel spreadsheet diskette format or in electronic
transmission to ING at least quarterly portfolio information necessary to update Fund
profiles within ten(10) business days following the end of each quarter.




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10. Proxy Voting.

ING or the Nominee will distribute to Plan Representatives or Participants all proxy

materials furnished by Prudential or its designees for the Funds. ING and the Nominee

shall not oppose or interfere with the solicitation of proxies for Fund shares held for such

beneficial owners.

11. Indemnification.

(a) ING agrees to indemnify and hold harmless the Funds, Distributor, PMFS, and

each of their directors, officers, employees, agents and each person, if any, who controls

the Funds or their investment adviser within the meaning of the Securities Act of 1933

("1933 Act") against any losses, claims, damages or liabilities to which the Funds,

Distributor, PMFS or any such director, officer, employee, agent, or controlling person

may become subject, insofar as such losses, claims, damages, or liabilities (or actions in

respect thereof) (i) arise out of, or are based upon, the provision of services under this

Agreement, or (ii) result from a breach of this Agreement. ING will reimburse any legal

or other expenses reasonably incurred by Prudential or any such director, officer,

employee, agent, or controlling person in connection with investigating or defending any

such loss, claim, damage, liability or action; provided, however, that ING will not be

liable for indemnification hereunder to the extent that any such loss, claim, damage,

liability or action arises out of or is based upon the gross negligence or willful misconduct

of Prudential or any such director, officer, employee, agent or any controlling person

herein defined in performing their obligations under this Agreement.

(b) Prudential agrees to indemnify and hold harmless each of ING Financial and

ING Life, the Nominee and each of their directors, officers, employees, agents and each

person, if any, who controls ING Financial and ING Life within the meaning of the 1933

Act against any losses, claims, damages or liabilities to which ING Financial or ING Life,

or any such director, officer, employee, agent or controlling person may become subject,

insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i)

arise out of or are based upon any untrue statement of any material fact contained in the

registration statement, prospectus or sales literature of the Funds or arise out of, or are

based upon, the omission or the alleged omission to state a material fact that is necessary

to make the statements therein not misleading or (ii) result from a breach of a material

provision of this Agreement. Prudential will reimburse any legal or other expenses

reasonably incurred by ING Financial or ING Life, or any such director, officer,

employee, agent, or controlling person in connection with investigation or defending any

such loss, claim, damage, liability or action; provided, however, that will not be liable for

indemnification hereunder to the extent that any such loss, claim, damage or liability

arises out of, or is based upon, the gross negligence or willful misconduct of ING

Financial or ING Life or their respective directors, officers, employees, agents, or any

controlling person herein defined in the performance of their obligations under this

Agreement.

commencement of action, such indemnified pa.-ty will, if a claim in respect thereof is to

be made against the indemnifying party hereunder, notify the indemnifying party of the

commencement thereof, but the omission so to notify the indemnifying party will not

relieve it from any liability that it may have to any indemnified party otherwise than under

this Section 11. In case any such action is brought against any indemnified party, and it

notifies the indemnifying party of the commencement thereof, the indemnifying party will

be entitled to participate therein and, to the extent that it may wish to, assume the defense

thereof, with counsel satisfactory to such indemnified party, and after notice from the

indemnifying party to such indemnified party of its election to assume the defense

thereof, the indemnifying party will not be liable to such indemnified party under this

Section 11 for any legal or other expenses subsequently incurred by such indemnified

party in connection with the defense thereof other than reasonable costs of investigation.

12. Representations and Warranties.

(a) Representations of ING Life. ING Life represents and warrants:

(i) that it (1) is a life insurance company organized under the laws of the State of

Connecticut, (2) is in good standing in that jurisdiction, (3) is in material compliance with

all applicable federal and state insurance laws, (4) is duly licensed and authorized to

conduct business in every jurisdiction where such license or authorization is required, and

will maintain such license or authorization in effect at all times during the term of this

Agreement, and (5) has full authority to enter into this Agreement and carry out its

obligations pursuant to it terms; and

(ii) that it is authorized under the Plans to (1) provide administrative services to

the Plans and (2) facilitate transactions in the Fund through the Account.

(b) Representations of ING Financial. ING Financial represents and warrants:

(i) that it (1) is a member in good standing of the NASD, (2) is registered as a

broker-dealer with the SEC, and (3) will continue to remain in good standing and be so

registered during the term of this Agreement;

(ii) that it (1) is a limited liability company duly organized under the laws of the

State of Delaware , (2) is in good standing in that jurisdiction, (3) is in material

compliance with all applicable federal, state and securities laws, (4) is duly registered and

authorized to conduct business in every jurisdiction where such registration or

authorization is required, and will maintain such registration or authorization in effect at

all times during the term of this Agreement, and (5) has full authority to enter into this

Agreement and carry out its obligations pursuant to the terms of this Agreement;

(iii) that it is authorized under the Plans to make available investments of Plan

assets in the name of the Nominee of each Plan in shares of investment companies or

other investment vehicles specified by Plan Representatives or Participants; and

(iv) that it will not, without the written consent of Distributor, make

representations concerning shares of the Funds except those contained in the then-current

prospectus and in the current printed sales literature approved by either the Fund or

Distributor.

(i) that the Funds (1) are duly organized under the laws of the various states, (2)

are in good standing in such jurisdictions, and {3) are in material compliance with all

applicable federal, state and securities laws;

{ii) that the shares of the Funds are registered under the 1933 Act, duly authorized

for issuance and sale in compliance with the laws of the States and all applicable federal,

state, and securities laws; that the Funds amend their registration statements under the

1933 Act and the 1940 Act from time to time as required or in order to effect the

continuous offering of its shares; and that the Funds have registered and qualified its

shares for sale in accordance with the laws of each jurisdiction where it is required to do

so;

(iii) that the Funds are currently qualified as regulated investment companies

under Subchapter M of the Internal Revenue Code of 1986, as amended, and will make

every effort to maintain such qualification, and that Distributor will notify ING Financial

and ING Life immediately upon having a reasonable basis for believing that any of the

Funds have ceased to so qualify or that any might not qualify in the future;

(iv) that Distributor (1) is a member in good standing of the NASD, (2) is

registered as a broker-dealer with the SEC, and (3) will continue to remain in good

standing and be so registered during the term of this Agreement; and

(v) that Distributor (1) is a limited liability company duly organized under the

laws of the State of Delaware, (2) is in good standing in that jurisdiction, (3) is in material

compliance with all applicable federal, state, and securities laws, (4) is duly registered

and authorized in every jurisdiction where such license or registration is required, and

will maintain such registration or authorization in effect at all times during the term of

this Agreement, and (5) has full authority to enter into this Agreement and carry out its

obligations pursuant to the terms of this Agreement

(d) Representations of PMFS, PMFS represents and warrantes that it (1) is a

limited liability company duly organized under the laws of the State of Delaware, (2) is in

good standing in that jurisdiction, (3) is registered as a transfer agent with the SEC and

will maintain such registration or authorization in effect at all times during the term of

this Agreement, (4) is in material compliance with all applicable federal, state, and

securities laws, and (5) has full authority to enter into this Agreement and carry out its

obligations pursuant to the terms of this Agreement

13. Governing Law.

This Agreement and all the rights and obligations of the parties shall be governed

by and construed under the laws of the State of New Jersey without giving effect to the

principles of conflicts of laws and the provisions shall be continuous.

14. Miscellaneous.

(a) Amendment and Waiver. Neither this Agreement nor any provision hereof

may be amended, waived, discharged or terminated orally, but only by an instrument in

writing signed by all parties hereto.

(b) Notices. All notices and other communications hereunder shall be given or

made in writing and shall be delivered personally, or sent by telex, facsimile, express

delivery or registered or certified mail, postage prepaid, return receipt requested, to the

party or parties to whom they are directed at the following address, or at such other

addresses as may be designated by notice from such party to all other parties.

To ING Financial/ING:

ING Financial Advisers, LLC/ING Life Insurance and Annuity Company

000 Xxxxxxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxx X. Xxxxxxxx, Counsel

(000) 000-0000

To Prudential:

Prudential Investment Management Services LLC

Prudential Mutual Fund Services LLC

Xxxxxxx Xxxxxx Xxxxx, 00xx Xxxxx

Xxxxxx, XX 00000

Attention: Xxxxxx X. Xxxxx

Any notice, demand or other communication given in a manner prescribed in this

Subsection (b) shall be deemed to have been delivered on receipt.

the benefit of the parties hereto and their respective permitted successors and assigns.

(d) Counterparts. This Agreement may be executed in any number of

counterparts, all of which taken together shall constitute one agreement, and any party

hereto may execute this Agreement by signing any such counterpart.

(e) Severability. In case any one or more of the provisions contained in this

Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality

and enforceability of the remaining provisions contained herein shall not in any way be

affected or impaired thereby.

(f) Entire Agreement. This Agreement constitutes the entire agreement and

understanding between the parties hereto relating to the subject matter hereof, and

supersedes all prior agreement and understandings relating to such subject matter.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by

their duly authorized officers as of the date first written above.


ING LIFE INSURANCE AND			ING FINANCIAL ADVISERS, LLC
ANNUITY COMPANY

By: /s/Xxxxxx X. Xxxxxxxxxxx			By: /s/Xxxxxxxxx Xxxxxx
Name:	Xxxxxx X. Xxxxxxxxxxx		Name:	Xxxxxxxxx Xxxxxx
Title:	Vice President		Title:	Vice President


PRUDENTIAL INVESTMENT			PRUDENTIAL MUTUAL FUND
MANAGEMENT SERVICES LLC			SERVICES LLC

By: /s/Xxxxxx X. Xxxxx			By: /s/Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx		Name:	Xxxxxx X. Xxxxx
Title:	President		Title:	E.V.P.




		ll

EXHIBIT 1

SELLING AND SERVICES AGREEMENT

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation's

Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification System

1. As provided in Section 3(f) of the Selling and Services Agreement, the parties hereby

agree to provide pricing information, execute orders and wire payments for purchases and

redemptions of Fund shares through National Securities Clearing Corporation ("NSCC")

and its subsidiary systems as follows:

(a) Prudential or the Funds will furnish to ING Financial or its affiliate through NSCC's

Mutual Fund Profile System ("MFPS") (1) the most current net asset value information

for each Fund, (2) a schedule of anticipated dividend and distribution payment dates for

each Fund, which is subject to change without prior notice, ordinary income and capital

gain dividend rates on the Fund's ex-date, and (3) in the case of fixed income funds that

declare daily dividends, the daily accrual or the interest rate factor. All such information

shall be furnished to ING Financial or its affiliate by 6:30p.m.Eastern time, but in no

event later than 7:00 p.m. Eastern Time on each business day that the Fund is open for

business (each a "Business Day") or at such other time as that information becomes

available. Changes in pricing information will be communicated to both NSCC and

ING Financial or its affiliate.

(b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as

of the time at which a Fund's net asset value is calculated as specified in such Fund's

prospectus ("Close of Trading") on each Business Day ("Instructions"), and upon its

determination that there are good funds with respect to Instructions involving the

purchase of Shares, ING Financial or its affiliate will calculate the net purchase or

redemption order for each Fund. Orders for net purchases or net redemptions derived

from Instructions received by ING Financial or its affiliate prior to the Close of Trading

on any given Business Day will be sent to the Defined Contribution Interface of

NSCC's Mutual Fund Settlement, Entry and Registration Verification System

("Fund/SERV") by 5:00a.m. Eastern Time on the next Business Day. Subject to ING

Financial's or its affiliate's compliance with the foregoing, ING Financial or its affiliate

will be considered the agent of Prudential and the Funds, and the Business Day on

which Instructions are received by ING Financial or its affiliate in proper form prior to

the Close of Trading will be the date as of which shares of the Funds are deemed

purchased, exchanged or redeemed pursuant to such Instructions. Instructions received

in proper form by ING Financial or its affiliate after the Close of Trading on any given

Business Day will be treated as if received on the next following Business Day.

Dividends and capital gains distributions will be automatically reinvested at net a set

value in accordance with the Fund's then current prospectuses.

NSCC Firm Number, in immediately available funds, to an NSCC settling bank


	account designated by ING Financial or its affiliate no later than 5:00p.m. Eastern
	time on the same Business Day such purchase orders are communicated to NSCC.
	For purchases of shares of daily dividend accrual funds, those shares will not begin to
	accrue dividends until the day the payment for those shares is received.

(d) NSCC will wire payment for net redemption orders by Fund, in immediately available
	funds, to an NSCC settling bank account designated by ING Financial or its affiliate,
	by 5:00 p.m. Eastern Time on the Business Day such redemption orders are
	communicated to NSCC, except as provided in a Fund's prospectus and statement of
	additional information.

(e) With respect to (c) or (d) above, if Distributor does not send a confirmation of ING
	Financial's or its affiliate's purchase or redemption order to NSCC by the applicable
	deadline to be included in that Business Day's payment cycle, payment for such
	purchases or redemptions will be made the following Business Day.

(f) If on any day ING Financial or its affiliate or Distributor is unable to meet the NSCC
	deadline for the transmission of purchase or redemption orders, it may at its option
	transmit such orders and make such payments for purchases and redemptions directly
	to Distributor or to ING Financial or its affiliate, as applicable, as is otherwise
	provided in the Agreement.

(g) These procedures are subject to any additional terms in each Fund's prospectus and
	the requirements of applicable law. The Funds reserve the right, at their discretion
	and without notice, to suspend the sale of shares or withdraw the sale of shares of any
	Fund.

2.	ING Financial or its affiliate, Prudential and clearing agents (if applicable) are each
required to have entered into membership agreements with NSCC and met all
requirements to participate in the MFPS and Fund/SERV systems before these procedures
may be utilized. Each party will be bound by the terms of their membership agreement
with NSCC and will perform any and all duties, functions, procedures and responsibilities
assigned to it and as otherwise established by NSCC applicable to the MFPS and
Fund/SERV system and the Networking Matrix Level utilized.

3.	Except as modified hereby, all other terms and conditions of the Agreement shall
remain in full force and effect. Unless otherwise indicated herein, the terms defined in the
Agreement shall have the same meaning as in this Exhibit.




13


	Exhibit A


Equity Funds


Xxxxxxxx-Xxxxxxxxx Fund, Inc.
Xxxxxxxx-Xxxxxxxxx Growth Equity Fund
Prudential 20i20 Focus Fund
Prudential U.S. Emerging Growth Fund
Prudential Equity Fund, Inc.
Prudential Value Fund
Prudential Europe Growth Fund, Inc
Prudential Pacific Growth Fund
Prudential Investment Portfolios. Inc.
Prudential Active Balanced Fund.
Prudential Xxxxxxxx Equity Opportunity Fund.
Prudential Xxxxxxxx Growth Fund
Prudential Natural Resources Fund, Inc.
Prudential Real Estate Securities Fund .
Prudential Sector Funds. Inc.
Prudential Financial Services Fund .
Prudential Health Sciences Fund
Prudential	Technology Fund
Prudential	Utility Fund
Prudential	Small Company Fund, Inc
Prudential	World Fund, Inc.
Prudential Global Growth Fund
Prudential international Value Fund
Prudential Xxxxxxxx International Growth Fund.
Strategic Partners Series
Strategic Partners Focused Growth Fund.
Strategic Partners New Era Growth Fund
Strategic Partners Focused Value Fund
Strategic Partners International Equity Fund .
Strategic Partners Large Capitalization Growth Fund .
Strategic	Partners Large Capitalization Value Fund.
Strategic	Partners Small Capitalization Growth Fund .
Strategic	Partners Small Capitalization Value Fund .
Strategic Partners Conservative Growth Fund .
Strategic Partners High Growth Fund
Strategic	Partners Moderate Growth Fund
Strategic Partners Mid-Cap Value Fund

Taxable Fixed Income Funds

Fund

Prudential Global Total Return Fund, Inc.
Prudential Government Income Fund, lnc
Prudential High Yield Fund, Inc.
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Total Return Bond Fund, Inc.
Strategic Partner Series
Strategic Partner Total Return Bond Fund .


Prudential Sell & Serv.doc

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Table of Contents

SERVICES AGREEMENT

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