FIRST AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
THE PRUDENTIAL INSTITUTION FUND
This First Amendment to the Agreement and Declaration of Trust (the
"Declaration of Trust") of The Prudential Institutional Fund (the "Trust") is
being executed as of July 7, 1992, for the purpose of making certain technical
amendments to Article VI of the Declaration of Trust.
NOW, THEREFORE, the undersigned does hereby direct that the Declaration of
Trust be amended as follows:
1. Section 1 of Article VI of the Declaration of Trust is hereby amended by
deleting the words "the By-Laws or in" from the fourth line thereof.
2. Section 2 of Article VI of the Declaration of Trust is hereby amended by
deleting the words "any applicable provisions of the By-Laws and" from the tenth
and eleventh lines thereof.
3. Except as amended pursuant to the foregoing paragraphs, the Deciaration
of Trust is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the undersigned, being the sole Trustee of the Trust,
has duly executed this First Amendment to the Declaration of Trust as of the day
and year first above written.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Trustee
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