Exhibit 8(a)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated the 26th day of June, 1968, by and between THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter referred to as
"Prudential"), and PRUDENTIAL'S GIBRALTAR FUND (hereinafter referred to as the
"Fund").
WHEREAS, the Fund is registered with the Securities and Exchange
Commission as an open-end management investment company, and, upon registration
of shares of its capital stock, will continuously offer such shares for sale;
and
WHEREAS, Prudential and the Fund have entered into an Investment
Advisory Contract, dated May 28, 1968, pursuant to which Prudential agreed to
act as investment adviser to the Fund and to provide the Fund with certain
facilities and personnel required in connection with the operation of the Fund;
and
WHEREAS, said Investment Advisory Contract does not provide for the
performance of certain administrative services required in connection with the
operation and conduct of the business of the Fund and the parties wish to
provide for the performance of such services;
NOW, THEREFORE, Prudential and the Fund hereby agree as follows:
1. So long as the Fund sells shares of its capital stock at net asset value
solely to Prudential, Prudential's Investment Plan Account, Prudential's
Annuity Plan Account, such other separate accounts of Prudential as may be
established by Prudential or any other organization or entity specifically
approved by Prudential in writing, Prudential will provide all the
administrative services that may be required for the operations and conduct
of the business of the Fund and, to the extent that such services are
performed by third parties, either at the request of Prudential or at the
request of the Fund, will bear the cost of such services, except to the
extent provided herein, either directly or by reimbursing the Fund for
costs so incurred, without additional compensation being payable by the
Fund beyond that provided by the said Investment Advisory Contract.
2. The services to be provided and expenses or fees to be paid or reimbursed
by Prudential shall include those performed or incurred in connection with:
a. the organization of the Fund;
b. the registration of the Fund and its shares of capital stock for
offer or sale under Federal and State securities laws;
c. the preparation, printing and distribution of prospectuses for the
Fund, and advertising and sales literature referring to the Fund for
use in offering any security to the public;
d. the preparation and distribution of reports and acts of the Fund
required by and under Federal and State securities laws;
e. the legal and auditing services that may be required by the Fund;
f. the conduct of annual and special meetings of the shareholders of
the Fund; and
g. the custodial and safekeeping services that may be required by the
Fund.
3. Prudential shall not, either under this Agreement or under the Investment
Advisory Agreement, be responsible for or chargeable with the following
expenses that may be incurred by the Fund and all such expenses shall be
borne by the Fund:
a. the fees and expenses of members of the Board of Directors of the
Fund who are not officers or employees of Prudential;
b. brokers' commissions, transfer taxes and other charges and fees
directly attributable to the purchase and sale of portfolio securities
of the Fund;
c. federal taxes payable by the Fund; and
d. state and local taxes arising out of or attributable to the
operations and conduct of the business of the Fund.
4. This Agreement may be terminated by Prudential or the Fund on sixty (60)
days' written notice.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on their behalf by their duly authorized officers as of the date first
above mentioned.
THE PRUDENTIAL INSURANCE COMPANY
Attest: OF AMERICA
/S/ By /S/
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Secretary Executive Vice President
Attest: PRUDENTIAL'S GIBRALTAR FUND
/S/ By
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Secretary President
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