[LOGO] STATE STREET 801 Pennsylvania
Serving Institutional Investors Worldwide/SM/ Kansas City, MO 64105
February 16, 2000 Telephone: (000) 000-0000
Xx. Xxxxxxxxxxx Xxxxxxx, Assistant General Counsel
Prudential Insurance Company of America
Gateway Center 0, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Re: The following agreements by and between Investors Fiduciary Trust Company
and The Prudential Insurance Company of America:
. Custody Agreement dated 9/16/96, as amended 12/1/96 and 6/1/97, related
Funds Transfer Operating Guidelines and Security Procedures, and Pledge
Agreement dated October 29, 1997 with Xxxxxxx, Xxxxx & Co.
. Investment Accounting Agreement dated 1/2/96, as amended 6/1/97 and
7/1/98
Dear Xx. Xxxxxxx:
As you are aware, we are completing the acquisition process that began
in 1995 when State Street purchased Investors Fiduciary Trust Company. The State
Street/IFTC combination has been truly beneficial, particularly in the areas of
product offerings, technology and customer service. In order to support
continued growth and to meet the changing needs of our clients, we will be
assigning all IFTC custody and fund accounting contracts to State Street Bank
and Trust Company as soon as possible.
We request your agreement to such assignment and to the assumption of
all rights, duties and obligations of the above-referenced contracts by State
Street Bank and Trust Company, effective January 1, 2000. In all respects other
than the assignment to State Street, the terms and conditions of the
above-referenced agreements will remain unchanged.
Please indicate your company's consent to the assignment and assumption
by signing the enclosed copy of this letter and returning it to me in the
enclosed pre-addressed envelope. Thank you for your prompt response, and please
do not hesitate to call me at (000) 000-0000 if I can provide any further
information or be of assistance in any way.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
APPROVED AND AGREED TO:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Title: Senior Vice President
--------------------------
Date: February __, 2000
