SECOND AMENDMENT OF INVESTMENT ACCOUNTING AGREEMENT
THIS SECOND AMENDMENT OF INVESTMENT ACCOUNTING AGREEMENT ("Amendment")
is made and entered into to be effective as of March 1, 2000 by and between THE
PRUDENTIAL SERIES FUND, INC. AND PRUDENTIAL'S GIBRALTAR FUND (collectively the
"Fund") and XXXXX XXXXXX XXXX XXX XXXXX ("Xxxxx Xxxxxx").
RECITALS
A. Fund and Investors Fiduciary Trust Company are parties to that certain
Investment Accounting Agreement dated December 31, 1994 and amended as
of June 20, 1995 ("Investment Accounting Agreement") pursuant to which
Fund appointed Investors Fiduciary Company as Investment Accounting
and recordkeeping agent of its then-existing Portfolios.
B. The Investment Accounting Agreement was assigned to State Street
effective January 1, 2000.
C. Fund desires to appoint State Street as investment accounting and
recordkeeping agent of additional portfolios as the Stock Index
Portfolio, Equity Income Portfolio, 20/20 Focus Portfolio, Diversified
Conservative Growth Portfolio, upon and subject to the terms,
conditions and agreements set forth in the Investment Accounting
Agreement, and State Street is willing to accept such appointment.
AGREEMENT
1. Fund hereby appoints State Street as investment accounting and
recordkeeping agent of the portfolios listed on attached Schedule I and
State Street hereby accepts such appointment and agrees that it will
act as the investment accounting and recordkeeping agent of such
Portfolios, upon and subject to all the terms, conditions and
agreements set forth in the Investment Accounting Agreement,
incorporated herein by reference.
2. The following provision shall be added to the Investment Accounting
Agreement: Fund may appoint State Street as its investment accounting
and recordkeeping agent for additional portfolios from time to time by
written notice, provided that State Street consents to such addition.
Rates or charges for each additional Portfolio shall be as agreed upon
by State Street and Fund in writing.
3. Fund and State Street hereby ratify and confirm the Investment
Accounting Agreement and agree that it remains in full force and effect
and is binding upon the parties in accordance with its terms, except as
amended hereby. Each party hereby confirms that except as amended
herein all of its representations and warranties set forth in the
Investment Accounting Agreement remain true and correct as of the date
of this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers to be effective as of the date and
year first above written.
STATE STREET BANK AND TRUST
COMPANY THE PRUDENTIAL SERIES FUND, INC.
By: By: /s/ C. XXXXXXXXXXX XXXXXXX
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Name: Name: C. Xxxxxxxxxxx Xxxxxxx
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Title: Title: Assistant Secretary
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PRUDENTIAL'S GIBRALTER FUND
By: /s/ C. XXXXXXXXXXX XXXXXXX
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Name: C. Xxxxxxxxxxx Xxxxxxx
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Title: Assistant Secretary
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SCHEDULE I
FUND PORTFOLIO
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THE PRUDENTIAL Money Market Portfolio
SERIES FUND, INC.
Stock Index Portfolio
Equity Income Portfolio
20/20 Focus Portfolio
Diversified Conservative Growth Portfolio
Global Portfolio
Diversified Bond Portfolio (f/k/a Bond Portfolio)
Equity Portfolio (f/k/a Common Stock Portfolio)
Flexible Managed Portfolio (f/k/a Aggressively Managed
Flexible Portfolio)
Conservative Balanced Portfolio (f/k/a Conservatively
Managed Flexible Portfolio)
Zero Coupon Bond 2000 Portfolio
High Yield Bond Portfolio (f/k/a High Yield Dividend
Stock Portfolio)
Natural Resources Portfolio
Government Income Portfolio (f/k/a Government
Securities Portfolio)
Zero Coupon Bond 2005 Portfolio
Prudential Xxxxxxxx Portfolio (f/k/a Growth Stock
Portfolio)
Small Capitalization Stock Portfolio
PRUDENTIAL'S GIBRALTAR Prudential's Gibraltar Fund
FUND, INC.
