EXHIBIT 4(B)
AMENDMENT NO. 1 TO
INVESTMENT ADVISORY CONTRACT
Amendment No. 1 dated as of the 15th day of March, 1972 to 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, Pruco Securities Corporation (hereinafter referred to as "Pruco
Securities"), is a broker-dealer affiliated with Prudential, and is a member of
the Philadelphia-Baltimore-Washington Stock Exchange, and enjoys preferential
status on the Pacific Coast and Boston Stock Exchanges; and
WHEREAS, Prudential and the Fund desire to provide for the use of Pruco
Securities as broker on certain of the portfolio transactions of the Fund; and
WHEREAS, Prudential and the Fund desire to conform the terms of the
Agreement to recently enacted provisions of the Investment Company Act of 1940;
NOW, THEREFORE, Prudential and the Fund hereby agree as follows:
1. Pruco Securities shall be used as broker on such of the portfolio
transactions of the Fund as Prudential in its discretion determines can be
executed advantageously on any stock exchange of which Pruco Securities is a
member or as to which it enjoys a preferential status. Pruco Securities shall
be paid the appropriate broker's commission for such transactions.
2. With respect to the calendar year 1972 and subsequent years, the amount of
the investment advisory fee payable to Prudential by the Fund pursuant to this
Agreement shall be reduced by an amount equal to the portion of the "net profits
after taxes" of Pruco Securities allocable in accordance with generally accepted
accounting principles to the transactions it has executed on behalf of the Fund.
"Net profits after taxes" shall be determined by subtracting from the gross
brokerage commissions received by Pruco Securities all its expenses attributable
to the earning of such commissions (including capital charges), and by
calculating taxes as those that would be payable if Pruco Securities were to
file a separate tax return, whether or not it does so. The reduction of the
advisory fee described herein shall be determined promptly at the end of each
calendar year and shall be credited against the amount of the fourth quarterly
installment of the advisory fee then payable.
3. Notwithstanding the provisions of Section 8 of the Agreement, this
Agreement shall continue in effect from year to year only so long as such
continuance is approved at least annually by the Board of Directors at a meeting
held in person for the purpose, such approval to include the specific approval
of a majority of the Directors who are not interested persons of Prudential.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on their behalf by their duly authorized officers as of the date first herein
above mentioned.
THE PRUDENTIAL INSURANCE COMPANY
Attest: OF AMERICA
/S/ By /S/
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Secretary President
Attest: PRUDENTIAL'S GIBRALTAR FUND
/S/ By /S/
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Secretary President
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