Exhibit (d)(2)
XXXXXX INDEX SERIES FUND
Xxxxxx Stock Index Fund
AMENDMENT TO SUBADVISORY AGREEMENTS
THIS AMENDMENT is made part of the Subadvisory Agreement(s) (the
"Agreement(s)") between Prudential Investments LLC ("PI") and Prudential
Investment Management, Inc. or its predecessors ("PIM") for the above-listed
Portfolio of Xxxxxx Index Series Fund (the "Fund").
WHEREAS, as part of an internal reorganization, PIM wishes to transfer its
investment advisory duties under the Agreements to a new, wholly-owned
subsidiary of PIM known as Quantitative Management Associates LLC ("QMA") and is
asking the Fund and PI to agree to amend the Agreements so that PIM's rights and
responsibilities are transferred to QMA (the "Transfer");
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an investment company under the Investment Company Act of 1940 (the "1940
Act");
WHEREAS, the personnel who perform the services required of PIM under the
Agreements will continue to perform the same services after the Transfer;
WHEREAS, the Transfer in and of itself will not result in a change in the
fees or reimbursements required to be paid under the Agreements;
WHEREAS, in view of the foregoing, the Transfer should not constitute an
assignment of the Agreements within the meaning of the 1940 Act and Rule 2a-6
thereunder; and
WHEREAS, PI and PIM have obtained an opinion of counsel opining that the
Transfer will not constitute an assignment within the meaning of the 1940 Act
and Rule 2a-6 thereunder; and
WHEREAS, the Fund's Board of Trustees has approved this amendment to the
Agreements;
NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties hereby agree as follows:
1. Effective July 1, 2004 (the "Effective Date"), PIM will transfer to QMA
all of its rights and responsibilities under the Agreements, and QMA will assume
such rights and responsibilities of PIM, subject to the terms of the Agreements.
On the Effective Date, PIM shall be relieved of all of its rights and
responsibilities under the Agreements.
2. All other provisions of the Agreements shall remain in full force and
effect.
3. PI and PIM each represents and warrants that it possesses the requisite
power and authority to enter into and perform its obligations under this
amendment.
4. PIM represents and warrants that it possesses the requisite power, and
authority to enter into and perform its obligations under this amendment and
that it and QMA are both registered with the U.S. Securities and Exchange
Commission as investment advisers pursuant to the Investment Advisers Act of
1940.
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5. PI and PIM together represent and warrant that the Transfer of the
Agreements will not constitute an assignment of the Agreements within the
meaning of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreements to be duly executed by their respective officers thereunto duly
authorized.
PRUDENTIAL INVESTMENTS LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
QUANTITATIVE MANAGEMENT ASSOCIATES LLC
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
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