SUPPLEMENT TO CUSTODY AGREEMENT
THIS SUPPLEMENT to the Custody Agreement is made effective the 19 day of
August 1998, by and between THE PRUDENTIAL SERIES FUND, INC. and PRUDENTIAL'S
GIBRALTER FUND (collectively the "Fund") AND INVESTORS FIDUCIARY TRUST COMPANY
("IFTC"). Capitalized terms used in this Supplement without definition have the
respective meanings given to such terms in the Custody Agreement referred to
below.
WITNESSETH:
WHEREAS, the Fund and IFTC entered into a Custody Agreement dated as of
September 12, 1997 (as amended and in effect from time to time, the "Contract");
and
WHEREAS, the Fund appointed IFTC as custodian of the assets of the Fund's
investment portfolio or portfolios (each a "Portfolio" and collectively the
"Portfolios") pursuant to the terms of the Contract; and
WHEREAS, the Fund and IFTC desire to supplement the Contract to reflect
revisions to Rule 17f-5 ("Rule 17f-5") promulgated under the Investment Company
Act of 1940, as amended (the "1940 Act").
NOW THEREFORE, for and in consideration of the foregoing and the mutual
promises contained herein, the parties hereto, intending to be legally bound,
mutually covenant and agree to supplement the Contract, pursuant to the terms
thereof, as follows:
1. SUPPLEMENT OF CONTRACT. A new Section of the Contract is hereby added, as
of the effective date of this Supplement, as set forth below.
2. IFTC AS FOREIGN CUSTODY MANAGER
A. Definitions. Capitalized terms in this new Section have the following
meanings:
"Country Risk" means all factors reasonably related to the systemic risk
of holding Foreign Assets in a particular country including, but not
limited to, such country's political environment; economic and financial
infrastructure (including financial institutions such as any Mandatory
Securities Depositories operating in the country); prevailing or
developing custody and settlement practices; and laws and regulations
applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1)
of Rule 17f-5, except that the term does not include Mandatory Securities
Depositories.
"Foreign Assets" means any of the Portfolios' investments (including
foreign currencies) for which the primary market is outside the United
States and such cash and cash equivalents in amounts deemed by Fund to be
reasonably necessary to effect the Portfolios' transactions in such
investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth in section
(a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used
if the Fund determines to place Foreign Assets in a country outside the
United States (i) because required by law or regulation; (ii) because
securities cannot be withdrawn from such foreign securities depository or
clearing agency; or (iii) because maintaining or effecting trades in
securities outside the foreign securities depository or clearing agency is
not consistent with prevailing or developing custodial or market
practices.
B. Delegation to IFTC as FCM. The Fund, pursuant to resolution adopted by its
Board of Trustees or Directors (the "Board"), hereby delegates to IFTC,
subject to Section (b) of Rule 1 7f-5, the responsibilities set forth in
this new Section with respect to Foreign Assets held outside the United
States, and IFTC hereby accepts such delegation, as FCM of each Portfolio.
It is understood and agreed that IFTC will sub-contract the performance of
its responsibilities hereunder with State Street Bank & Trust Company.
IFTC will be responsible to the applicable Portfolio for any loss, damage
or expense suffered or incurred by such Portfolio resulting from the
actions or omissions of State Street Bank & Trust Company to the same
extent IFTC would be responsible to Fund hereunder if it committed the act
or omission itself. References herein to "FCM" shall include IFTC and
State Street Bank & Trust Company.
C. Countries Covered. The FCM is responsible for performing the delegated
responsibilities defined below only with respect to the countries and
custody arrangements for each such country listed on Schedule A to this
Supplement, which may be amended from time to time by the FCM. The FCM
will list on Schedule A the Eligible Foreign Custodians selected by the
FCM to maintain the assets of each Portfolio. Mandatory Securities
Depositories are listed on Schedule B to this Supplement, which Schedule B
may be amended from time to time by the FCM. The FCM will provide amended
versions of Schedules A and B in accordance with Section G hereof.
Upon the receipt by the FCM of Instructions to open an account, or to
place or maintain Foreign Assets, in a country listed on Schedule A, and
the fulfillment by the Fund of the applicable account opening requirements
for such country, the FCM is deemed to have been delegated by the Board
responsibility as FCM with respect to that country and to have accepted
such delegation. Following the receipt of Instructions directing the FCM
to close the account of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the delegation by the Board
to IFTC as FCM for that country is deemed to have been withdrawn and IFTC
will immediately cease to be the FCM of the Portfolio with respect to that
country.
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The FCM may withdraw its acceptance of delegated responsibilities with
respect to a designated country upon written notice to the Fund. Thirty
days (or such longer period as to which the parties agree in writing)
after receipt of any such notice by the Fund, IFTC will have no further
responsibility as FCM to a Portfolio with respect to the country as to
which IFTC's acceptance of delegation is withdrawn.
D. Scope of Delegated Responsibilities.
1. Selection of Eligible Foreign Custodians. Subject to the provisions
of this new Section, the FCM may place and maintain the Foreign
Assets in the care of the Eligible Foreign Custodian selected by the
FCM in each country listed on Schedule A, as amended from time to
time.
In performing its delegated responsibilities as FCM to place or
maintain Foreign Assets with an Eligible Foreign Custodian, the FCM
will determine that the Foreign Assets will be subject to reasonable
care, based on the standards applicable to custodians in the country
in which the Foreign Assets will be held by that Eligible Foreign
Custodian, after considering all factors relevant to the safekeeping
of such assets, including, without limitation, those set forth in
Rule 17f-5(c)(l)(i) through (iv).
2. Contracts With Eligible Foreign Custodians. The FCM will determine
that the contract (or the rules or established practices or
procedures in the case of an Eligible Foreign Custodian that is a
foreign securities depository or clearing agency) governing the
foreign custody arrangements with each Eligible Foreign Custodian
selected by the FCM will provide reasonable care for the Foreign
Assets held by that Eligible Foreign Custodian based on the
standards applicable to custodians in the particular country. Each
such contract will include the provisions set forth in Rule
17f-5(c)(2)(i)(A) through (F), or, in lieu of any or all of the
provisions set forth in said (A) through (F), such other provisions
that the FCM determines will provide, in their entirety, the same or
greater level of care and protection for the Foreign Assets as the
provisions set forth in said (A) through (F) in their entirety.
3. Monitoring. In each case in which the FCM maintains Foreign Assets
with an Eligible Foreign Custodian selected by the FCM, the FCM will
establish a system to monitor (a) the appropriateness of maintaining
the Foreign Assets with such Eligible Foreign Custodian and (b) the
contract governing the custody arrangements established by the FCM
with the Eligible Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the FCM will notify the
Board in accordance with Section G hereof.
E. Guidelines for the Exercise of Delegated Authority. For purposes of this
new Section, the Board will be solely responsible for considering and
determining to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which IFTC is serving
as FCM of a Portfolio, and the
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Board will be solely responsible for monitoring on a continuing basis such
Country Risk to the extent that the Board considers necessary or
appropriate. The Fund, on behalf of the Portfolios, and IFTC each
expressly acknowledge that the FCM will not be delegated any
responsibilities under this new Section with respect to Mandatory
Securities Depositories.
F. Standard of Care as FCM of a Portfolio. In performing the responsibilities
delegated to it, the FCM agrees to exercise reasonable care, prudence and
diligence such as a person having responsibility for the safekeeping of
assets of management investment companies registered under the 1940 Act
would exercise.
G. Reporting Requirements. The FCM will report the withdrawal of the Foreign
Assets from an Eligible Foreign Custodian and the placement of such
Foreign Assets with another Eligible Foreign Custodian by providing to the
Board amended Schedules A or B at the end of the calendar quarter in which
an amendment to either Schedule has occurred. The FCM will make written
reports notifying the Board of any other material change in the foreign
custody arrangements of a Portfolio described in this new Section after
the occurrence of the material change.
H. Representations with Respect to Rule 17f-5. The FCM represents to the
Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5.
The Fund represents to IFTC that the Board has determined that it is
reasonable for the Board to rely on IFTC and State Street Bank & Trust
Company to perform the responsibilities delegated pursuant to this
Contract to IFTC and State Street Bank & Trust Company as the FCM of each
Portfolio and that IFTC has been granted the authority by Fund to delegate
to State Street Bank & Trust Company the FCM functions to which IFTC has
been appointed by Fund.
I. Effective Date and Termination of IFTC as FCM. The Board's delegation to
IFTC as FCM of a Portfolio will be effective as of the date of execution
of this Supplement and will remain in effect until terminated at any time,
without penalty, by written notice from the terminating party to the
non-terminating party. Termination will become effective thirty days after
receipt by the non-terminating party of such notice. The provisions of
Section C hereof govern the delegation to and termination of IFTC as FCM
of the Fund with respect to designated countries.
Except as specifically superseded or modified herein, the Contract is
hereby ratified and confirmed and remains in full force and effect and will
apply to the services provided hereunder. In the event of any conflict between
the terms of the Contract prior to this.Supplement and this Supplement, the
terms of this Supplement will prevail.
IN WITNESS WHEREOF, each of the parties has caused this Supplement to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
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SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
INVESTORS FIDUCIARY TRUST THE PRUDENTIAL SERIES FUND, INC.
COMPANY
By: /s/ Xxxxxx X. [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------- ------------------------------
Title: SENIOR VICE PRESIDENT Title: SECRETARY
------------------------ ---------------------------
PRUDENTIAL's GIBRALTER FUND
By: /s/ [ILLEGIBLE]
------------------------------
Title: SECRETARY
---------------------------
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SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East --
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Croatia Privredana banka Zagreb d.d --
Cyprus Barclays Bank Plc. Cyprus Offshore Banking Unit --
Czech Ceskoslovenska Obchodni Banka A.S. --
Republic
6
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring
Transactions in Securities
in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG; The Hongkong and --
Shanghai Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Societe Generale de Banques en --
Coast Cote d'Ivoire
Jamaica Scotiabank Trust and Merchant Bank, Ltd. --
Japan The Daiwa Bank, Limited; The Fuji Bank
Limited Japan Securities Depository
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SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Jordan The British Bank of the Middle East --
(as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic The Hongkong and Shanghai Banking --
of Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East --
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
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SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Poland Citibank Poland S.A. --
Bank Polska Kasa Opieki S.A.
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, --
Moscow (as delegate of Credit Suisse
First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Creditanstalt d.d. --
South Standard Bank of South Africa Limited --
Africa
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking --
Corporation Limited
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Intenationale Arabe de Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
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SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Ukraine ING Bank, Ukraine --
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street --
London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State --
Street London Limited
INTERSETTLE (for EASDAQ Securities)
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SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information and Transfer System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium -Caisse Interprofessionnelle de Depots et de Virements de
Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidac, ao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use CBLC
-Central de Custodia e de Liquidacao Financeira de Titulos
-Banco Central do Brasil, Sistema Especial de Liquidacao e
Custodia
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depository for Securities Limited
People's Republic -Shanghai Securities Central Clearing and
of China Registration Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic -Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres (SICOVAM)
Germany -The Deutscher Borse Clearing AG
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SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Greece -The Central Securities Depository (Apothetirion Titlon
AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest)
Ltd.(KELER) [Mandatory for Gov't Bonds only; SSB does not
use for other securities]
India -The National Securities Depository Limited
Indonesia -Bank of Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Japan -Bank of Japan Net System
Jamaica -The Jamaican Central Securities Depository
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East (MIDCLEAR)
X.X.X.; - The Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
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SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de
Valores);
Morocco -Maroclear (Pending publication of enabling legislation in
the Moroccan government Gazette)
The Netherlands -Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. ("NECIGEF") -De Nederlandsche Bank
N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of
Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the Bureau
of the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos'ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository
Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
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SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen AB (the Swedish Central Securities
Depository)
Switzerland -Schweizerische Effekten - Giro AG;
-INTERSETTLE
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation
et de Depot de Valeurs Mobilieres
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office;
The Central Moneymarkets Office
Uruguay -Central Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
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