Exhibit 4(a)
INVESTMENT ADVISORY CONTRACT
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AGREEMENT dated as of the 28th day of May, 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, Prudential adopted its name in 1877 and has continuously used
it in connection with its insurance business throughout the United States and
Canada since that time; and
WHEREAS, the word "Prudential" is a registered service xxxx of
Prudential, United States Registration No. 693,628, registered February 23,
1960, and that word has been used in conjunction with the word "Gibraltar" for
many years in connection with Prudential's business; and
WHEREAS, a design (hereinafter referred to as the "Design") of a rock
representing the Rock of Gibraltar, within a circle and without legend, is also
a registered service xxxx of Prudential, United States Registration No. 792,738,
registered July 13, 1965, used in connection with Prudential's business;
WHEREAS, Prudential has caused the Fund to be organized as an open-end
management investment company (as that term is defined in the Investment Company
Act of 1940) in which to invest funds from certain of its separate accounts, and
the Fund will be registered as such an investment company with the Securities
and Exchange Commission; and
WHEREAS, Prudential has the capacity and is prepared to render
investment advisory services and investment management services to the Fund; and
WHEREAS, the Fund adopted the words "Prudential's Gibraltar" as part
of its corporate name upon the agreement of Prudential and the Fund that a
license to use such words and the Design would be entered into on the following
terms;
NOW, THEREFORE, Prudential and the Fund hereby agree as follows:
1. Prudential shall act as investment adviser for the Fund and as such
will manage the investment and reinvestment of the assets of the Fund, subject
to the control of the Board of Directors of the Fund.
2. Prudential shall be guided by the Fund's investment policies and
restrictions set forth in its certificate of incorporation, by-laws and such
registration statements and exhibits as from time to time may be on file with
the Securities and Exchange Commission.
3. Prudential shall determine what securities shall be purchased or sold
for the Fund and shall arrange for the necessary placement of orders and
execution of transactions. All brokers' commissions, taxes or governmental fees
attributable to transactions for the Fund and all other applicable taxes arising
out of the investment operations of the Fund, including income and capital gains
taxes, if any, shall be charged against the Fund.
4. At least once each month Prudential shall furnish the Fund with a
schedule of the investments held by the Fund and shall include therein a
statement of all purchases and sales made on behalf of the Fund during the
period since the preceding report.
5. Prudential shall, at its expense, provide the Fund with office
facilities, including furniture and equipment and all personnel reasonably
necessary for the Fund's operations. Prudential shall provide persons
satisfactory to the Fund's Board of Directors to serve as officers and employees
if elected or appointed, as the case may be. Prudential shall pay the
reasonable compensation of all such persons. Any fees or other compensation to
a member of the Board of Directors of the Fund, in his capacity as such, will be
borne by the Fund.
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6. As full compensation for all services rendered by Prudential hereunder,
the Fund shall pay Prudential quarterly at the close of business on the last
business day of each calendar quarter in each year a fee, which shall accrue
daily at the annual rate of 0.125% (1/8th of 1%), computed on the daily closing
value of the Fund's net assets during each day of the then concluding calendar
quarter. For this purpose the value of the Fund's net assets shall be computed
in the manner specified in the Fund's certificate of incorporation. In no event
shall Prudential's compensation be on the basis of a share of the capital gains
upon, or the capital appreciation of, the assets of the Fund or any portion
thereof to the extent prohibited by Section 49:3-52 of the Revised Statutes of
New Jersey.
7(a). The Fund shall have a license to use the words "Prudential's
Gibraltar" in its corporate name "Prudential's Gibraltar Fund", and a license to
use such words and the Design, in connection with its operation as an investment
company. The license herein granted to the Fund is on a royalty-free, non-
exclusive basis.
(b). Prudential retains the rights to use, or license the use of, the words
"Prudential's Gibraltar" (and either of them and every combination and
derivative thereof) in connection with other investment companies, subject to
the requirements of the Investment Company Act of 1940, or any other business
enterprise during the continuance in force of this Agreement.
(c). The Fund acknowledges that the words "Prudential's Gibraltar" and the
Design represent good will of great substantial value to Prudential and that
Prudential must be able to protect and preserve such good will by terminating
the license herein granted if Prudential, in its sole discretion, decides that
it is necessary to do so or if Prudential decides that it is no longer in a
position to assure that high quality standards will be associated with the use
of the words and the Design. Accordingly, if the holders of the outstanding
voting securities of the Fund fail to approve this Agreement, or if at any time
after such approval Prudential or a company controlled by it ceases to be
investment adviser of the Fund, Prudential shall have the absolute right to
terminate the license herein granted forthwith upon written notice to the Fund.
Prudential shall have the absolute right to terminate the license herein granted
for any other reason upon 60 days' written notice of such termination to the
Fund, but in such event this Agreement shall terminate on the 120th day
following receipt by the Fund of such notice unless on or prior to such day the
holders of a majority of the outstanding voting securities of the Fund shall
have voted in favor of Prudential (or a company controlled by it) continuing to
act as investment adviser to the Fund hereunder in accordance with the terms
hereof notwithstanding the termination of the license herein granted.
(d). Upon termination of the license herein granted, the Fund shall
immediately change its corporate name to one which does not include the words
"Prudential's Gibraltar" or either of them, or any combination or derivative
thereof, and will discontinue all use by it of such words, the Design or
anything resembling the Design, in connection with its business.
(e). The terms of the license herein granted shall inure to the benefit of
and be binding upon any successors or assigns of the Fund or Prudential.
8. This Agreement supersedes the Investment Advisory Contract dated May
28, 1968 and the License Agreement dated June 27, 1968 between the parties
hereto, shall remain in force until the first meeting of stockholders of the
Fund held after January 1, 1969, and, if it is approved at such meeting by a
majority of the outstanding voting securities of the Fund, shall continue in
force from year to year thereafter, but only so long as such continuance is
approved at least annually by the Board of Directors of the Fund, including the
specific approval of a majority of the Directors who are not persons affiliated
with Prudential, or by a vote of a majority of the outstanding voting securities
of the Fund. Notwithstanding the foregoing, this Agreement may be terminated at
any time, without payment of any penalty, by the Board of Directors of the Fund
or by a vote of a majority of the outstanding voting securities of the Fund on
60 days' written notice to Prudential. Subject to the provisions of paragraph 7
hereof, this Agreement may be terminated by Prudential on 90 days' notice to the
Fund.
9. This Agreement may not be assigned by Prudential, with or without the
consent of the Fund, and shall terminate automatically in the event of any such
assignment. The term "assignment" shall have the meaning set forth in the
Investment Company Act of 1940 and Section 49:3-53(c) of the Revised Statutes of
New Jersey.
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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 Sr. Vice President
Attest: PRUDENTIAL'S GIBRALTAR FUND
/S/ By /S/
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Secretary President
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