AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 99.(4)
THE PRUDENTIAL SERIES FUND
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is made as of this 7th day of February, 2008, by and between Advanced Series Trust (“AST”), a business trust organized under the laws of the State of Massachusetts on behalf of all its portfolios listed in Schedule A to this Amendment (each, an “Acquiring Portfolio”), and The Prudential Series Fund, a Delaware statutory trust (“PSF”) on behalf of all its portfolios listed in Schedule A to this Amendment (each, a “Target Portfolio”), each having its principal place of business at Gateway Center Three, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000. Together, the Target Portfolios and Acquiring Portfolios are referred to as the “Portfolios.”
WHEREAS, AST and PSF are parties to that certain Agreement and Plan of Reorganization dated as of January 25, 2008 (the “Plan”); and
WHEREAS, AST and PSF desire to amend the Plan on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows:
1. Definitions.
The capitalized terms used in this Amendment and not otherwise defined herein shall have the same definitions given to them in the Plan.
2. Closing Date.
The second sentence of Section 3 of the Plan is hereby amended to read as follows:
“The date of the Closing (the “Closing Date”) shall be April 29, 2008, or such other date as determined by AST’s officers.”
3. Other Matters.
(a) The Plan, as amended by this Amendment, shall remain in full force and effect in accordance with its terms and as amended hereby.
(b) This Amendment may be signed in two counterparts, which collectively shall constitute one instrument.
A-1
IN WITNESS WHEREOF, each party has executed this Amendment by its duly authorized officer, all as of the date and year first written above.
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Attest: |
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on behalf of the Acquiring Portfolios listed in Schedule A |
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/s/ Xxxxxx Xxxxx |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Xxxxxx Xxxxx |
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Title: |
SVP, Investment Management |
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Xxxxxxx X. Xxxxxx |
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Attest: |
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THE PRUDENTIAL SERIES FUND |
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on behalf of the Target Portfolios listed in Schedule A |
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/s/ Xxxxxx Xxxxx |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Xxxxxx Xxxxx |
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Title: |
Vice President |
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Xxxxxx Xxxxx |
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Schedule A
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Portfolios of The Prudential Series Fund |
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Portfolios of Advanced Series Trust |
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(each, a Target Portfolio) |
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(each, an Acquiring Portfolio) |
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SP AIM Core Equity Portfolio |
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AST Xxxxxxx Capital Growth Portfolio |
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SP Large Cap Value Portfolio |
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AST Large-Cap Value Portfolio |
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SP Small Cap Growth Portfolio |
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AST Small-Cap Growth Portfolio |
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SP X. Xxxx Price Large Cap Growth Portfolio |
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AST X. Xxxx Price Large Cap Growth Portfolio |
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