AGREEMENT FOR INVESTMENT MANAGEMENT SERVICES
STATEMENT OF FACTS
A. On January 9, 1968, the Board of Directors of The Prudential Insurance
Company of America ("Prudential") adopted a resolution establishing The
Prudential Variable Contract Account-2 ("VCA-2") as a funding medium for such
contracts on a variable basis sold and administered by Prudential as may be
designated by it as participating therein.
B. Pursuant to the requirements of the Investment Company Act of 1940
("1940 Act") VCA-2 will be registered thereunder as an investment company.
C. The 1940 Act forbids any person from acting as investment adviser to a
registered investment company except pursuant to a written contract and
Prudential may be regarded as the investment adviser of VCA-2.
AGREEMENT
NOW, THEREFORE, Prudential and VCA-2 do agree as follows:
1. Prudential shall manage the investment and reinvestment of the assets
held in VCA-2 in a manner consistent with the investment policy as set forth in
the registration statement of VCA-2, as from time to time amended, under the
1940 Act.
2. Prudential shall determine what securities shall be purchased or sold
for VCA-2 and shall arrange for the necessary placement of orders and execution
of transactions. All brokers' commissions, taxes or governmental fees
attributable to transactions for VCA-2, and all other applicable
taxes arising out of the investment operations of VCA-2, including income and
capital gains taxes, if any, shall be charged against VCA-2.
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3. At least once each month Prudential shall furnish to The Prudential
Variable Contract Account-2 Committee ("Committee") a schedule of the
investments held in VCA-2 and shall include therein a statement of all purchases
and sales made on behalf of VCA-2 during the period since the preceding report.
4. For the services performed hereunder, Prudential will, in determining
unit values under the contracts participating in VCA-2 and in the manner
specified in such contracts, deduct an investment management fee at the
effective annual rate of one-eighth of one per cent (0.125 per cent).
5. This agreement shall remain in force until June 1, 1969, and from year
to year thereafter, but only so long as such continuance is approved at least
annually by the affirmative vote of the Committee, including the specific
approval of a majority of the members of the Committee who are not persons
affiliated with Prudential, or by a majority of the votes cast by those persons
having voting rights in respect of VCA-2, as provided for by the Rules and
Regulations of VCA-2.
6. This agreement shall automatically terminate in the event it shall not
be approved by a majority of the votes cast by those persons having voting
rights in respect of VCA-2 at their first meeting, or at any subsequent meeting
at which the question of the renewal or continuance of this agreement shall be
voted upon. This agreement shall also terminate automatically in the event of
its assignment by Prudential.
7. This agreement may be terminated at any time, and without payment of any
penalty, by the Committee or by a majority of the votes cast by those persons
having voting rights in respect of VCA-2, on 60
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days' written notice to Prudential. This agreement may be terminated By
Prudential on 90 days' written notice to the Committee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
this 16th day of February, 1968.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Attest:
/s/ X.X. Xxxxxxxx By /s/
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X.X. Xxxxxxxx, Secretary Executive Vice President
THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-2
Witnessed:
/s/ By /s/ Xxxxx Xxxxxxxxx
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Secretary to the Committee Chairman of the Committee
