EXHIBIT (b)(v)(2)
SERVICE AGREEMENT
This Agreement made as of the 31st day of December, 1984, by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("prudential"), a New Jersey
corporation and THE PRUDENTIAL INVESTMENT CORPORATION (the "Company"), a New
Jersey corporation.
WITNESSETH
In consideration of the mutual promises of the parties hereto as
hereinafter set forth, the parties hereby agree as follows:
1. The Company shall furnish to Prudential such services as Prudential may
require in connection with Prudential's performance of its obligations
under its advisory or subadvisory agreements relating to its clients
which are registered investment companies ("Clients").
2. Prudential will continue to have responsibility for all investment
advisory services under its advisory or subadvisory agreements with
respect to its Clients.
3. Prudential shall reimburse the Company for costs and expenses incurred
by the Company, determined in a manner acceptable to Prudential, in
furnishing the services described in paragraph 1 above.
4. This Agreement may be terminated by either party at any time upon not
less than thirty (30) days prior written notice to the other party, but
will terminate Automatically in the event of its Assignment. No such
termination will affect the terms of the
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advisory or subadvisory agreement relating to any Client. In the event
of the assignment or termination of Prudential's advisory or subadvisory
contract with respect to a particular Client, this Agreement will
terminate automatically as to such Client.
5. This Agreement shall continue in effect as to a particular Client for a
period of more than two years from its execution only so long as such
continuance is specificially approved at least annually in accordance
with the requirements of the Investment Company Act of 1940 applicable
to continuation of advisory contracts.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed by their duly authorized officers and attested by their respective
secretaries or assistant secretaries under their respective seals, all as of the
date first written above.
(SEAL) (SEAL)
THE PRUDENTIAL INSURANCE THE PRUDENTIAL INVESTMENT
COMPANY OF AMERICA CORPORATION
By /s/ By /s/
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Attest: Attest:
/s/ /s/
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Secretary Secretary
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