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EXHIBIT (4)(ii)
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
installment of the advisory fee then payable.
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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.
Attest: THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
/S/ By/S/
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Secretary Vice President
Attest: THE PRUDENTIAL VARIABLE CONTRACT
ACCOUNT-2
/S/ By/S/
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Secretary Chairman
