0001169232-07-001998 Sample Contracts

The Prudential Series Fund SP Small Cap Value Portfolio AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • April 26th, 2007 • Prudential Series Fund • New York

This Amended and Restated Subadvisory Agreement (the “Agreement”) to the Subadvisory Agreement dated the 1st day of January, 2006 by between Prudential Investments LLC (“PI” or “Manager”) and Salomon Brothers Asset Management Inc. (“SBAM”), a Delaware corporation and is made as of this first day of October, 2006, by and between PI, SBAM and ClearBridge Advisors, LLC (“ClearBridge”), a [Delaware Corporation].

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AMENDMENT TO SUBADVISORY AGREEMENTS
Subadvisory Agreement • April 26th, 2007 • Prudential Series Fund

This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original but all of which taken together shall constitute one and the same instrument.

Amendment to Investment Sub-Advisory Agreements
Prudential Series Fund • April 26th, 2007

Prudential Investments LLC (“PI”) and American Skandia Investment Services, Inc. (“ASISI”), as applicable, and Marsico Capital Management, LLC (“Subadviser”) hereby agree to amend each of the seven investment subadvisory agreements (including all amendments and supplements thereto) listed below (each, an “Agreement” and collectively, the “Agreements”) by amending existing Exhibit A or Schedule A (as applicable) to each such Agreement (each, an “Existing Schedule A”), which addresses the level of fees under each such Agreement. Existing Schedule A is hereby superseded and replaced in its entirety with the attached Amended Schedule A, effective as of January 1, 2006.

AMENDMENT TO SUBADVISORY AGREEMENTS
Subadvisory Agreement • April 26th, 2007 • Prudential Series Fund

This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original but all of which taken together shall constitute one and the same instrument.

Amendment to Investment Sub-Advisory Agreements
Prudential Investments • April 26th, 2007 • Prudential Series Fund

Prudential Investments LLC (“PI”) and American Skandia Investment Services, Inc. (“ASISI”), as applicable, and Marsico Capital Management, LLC (“Subadviser”) hereby agree to amend each of the seven investment subadvisory agreements (including all amendments and supplements thereto) listed below (each, an “Agreement” and collectively, the “Agreements”) by amending existing Exhibit A or Schedule A (as applicable) to each such Agreement (each, an “Existing Schedule A”), which addresses the level of fees under each such Agreement. Existing Schedule A is hereby superseded and replaced in its entirety with the attached Amended Schedule A, effective as of January 1, 2006.

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