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AMENDMENT TO SUBADVISORY AGREEMENT
PRUDENTIAL SMALL COMPANY VALUE FUND, INC.
AMENDMENT made as of this 1st day of January, 2000, between Prudential
Investments Fund Management LLC ("PIFM"), and The Prudential Investment
Corporation ("PIC").
WHEREAS, PIFM, either itself or as successor to Prudential Mutual Fund
Management, Inc., and PIC have entered into a Subadvisory Agreement (the
"Agreement") dated January 31, 1989, with respect to the management of
Prudential Small Company Value Fund, Inc. (formerly Prudential-Bache Growth
Opportunity Fund, Inc.) (the "Fund"); and
WHEREAS, the Agreement provides that PIC shall provide investment
advisory services to the Fund, subject to oversight by PIFM; and
WHEREAS, PIFM and PIC desire to amend the Agreement with respect to the
compensation to be paid by PIFM to PIC for services provided by PIC pursuant to
the Agreement.
NOW, THEREFORE, for and in consideration of the continuation of the
Agreement for its current term, and other good and valuable consideration, PIFM
and PIC hereby amend the Agreement to provide for the compensation to be paid by
PIFM to PIC at the annual rate of .455 of 1 % of the Fund's average daily net
assets, effective as of January 1, 2000, for the same term, including renewals,
as the Agreement and upon the same terms and conditions as described in the
Agreement.
IN WITNESS WHEREOF, PIMS and PIC have signed this Amendment as of the
day and year first above written.
PRUDENTIAL INVESTMENTS THE PRUDENTIAL INVESTMENT
FUND MANAGEMENT LLC CORPORATION
By: /s/ Robert F. Gunia By: /s/ John R. Strangfeld, Jr.
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Name: Robert F. Gunia Name: John R. Strangfeld, Jr.
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Title: Executive Vice President Title: President
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