Amendment to Subadvisory Agreement for SP INTERNATIONAL GROWTH PORTFOLIO OF THE PRUDENTIAL SERIES FUND

Execution Version 

Amendment to Subadvisory Agreement  

for SP INTERNATIONAL GROWTH PORTFOLIO OF THE PRUDENTIAL SERIES FUND 

PGIM Investments LLC (formerly, Prudential Investments LLC) (the “Manager”) and Xxxxxxxxx Xxxxxx Investment Advisers LLC (formerly, Xxxxxxxxx Xxxxxx Management LLC) (the “Subadviser”) hereby agree to amend the subadvisory agreement (including any amendments or supplements) listed below (collectively, the “Agreement”) by amending Schedule A to the Agreement (“Schedule A”). Schedule A addresses the level of subadvisory fees paid by the Manager to the Subadviser under the Agreement. Schedule A is hereby replaced in its entirety with the attached Amended Schedule A, effective as of January 1, 2019. 

The Agreement affected by this Amendment consists of the following: 

1. Subadvisory Agreement, dated as of June 7, 2013, between Prudential Investments LLC, and the Subadviser, pursuant to which the Subadviser has been retained to provide investment advisory services to the SP International Growth Portfolio of The Prudential Series Fund.   

2. Amendment to Subadvisory Agreement, dated April 1, 2014, between Prudential Investments LLC, and the Subadviser, to amend Schedule A. 

IN WITNESS HEREOF, PGIM Investments LLC and Xxxxxxxxx Xxxxxx Investment Advisers LLC have duly executed this Amendment as of the effective date of this Amendment. 

PGIM INVESTMENTS LLC 

By: /s/ Xxxxxxx Xxxxxx 

Name: Xxxxxxx Xxxxxx 

Title: Senior Vice President 

XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC 

By: /s/ Xxxxx Xxxxxxx 

Name: Xxxxx Xxxxxxx 

Title: Managing Director 

Effective Date as Revised: January 1, 2019
 

SCHEDULE A 

The Prudential Series Fund 

SP International Growth Portfolio  

As compensation for services provided by Xxxxxxxxx Xxxxxx Investment Advisers LLC (“NBIA”), PGIM Investments LLC will pay NBIA an advisory fee on the net assets managed by NBIA* that is equal, on an annualized basis, to the following:  

Portfolio	Subadvisory Fee**
SP International Growth Portfolio*	0.350% of average daily net assets to $500 million; 0.300% of average daily net assets over $500 million to $1.5 billion; 0.275% of average daily net assets over $1.5 billion

*NBIA has also agreed to waive the compensation due to it under this agreement to the extent necessary to reduce its effective monthly subadvisory fee for the Portfolio by the following percentages based on the combined average daily net assets of the following portfolios: AST Xxxxxxxxx Xxxxxx/LSV Mid-Cap Value Portfolio of Advanced Series Trust, and the sleeves of the AST International Growth Portfolio of Advanced Series Trust and the SP International Growth Portfolio of The Prudential Series Fund. 

—Combined assets up to $750 million: No fee reduction. 

—Combined assets between $750 million and $1.5 billion: 5% reduction to effective subadvisory fee. 

—Combined assets between $1.5 billion and $3 billion: 7.5% reduction to effective subadvisory fee. 

—Combined assets above $3 billion: 10% reduction to effective subadvisory fee. 

**In the event NBIA invests Portfolio assets in other pooled investment vehicles it manages or subadvises, NBIA will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to NBIA with respect to the Portfolio assets invested in such acquired fund. Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee. 

Effective Date as Revised:  January 1, 2019