INVESTMENT ACCOUNTING AGREEMENT
This agreement made and effective as of this 31st day of December, 1994,
by and among THE PRUDENTIAL SERIES FUND INC., a Maryland corporation, and
PRUDENTIAL'S GIBRALTAR FUND, a Delaware corporation, each having its principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ (each a
"Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust company
organized and existing under the laws of the State of Missouri, having its
principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ("IFTC").
WHEREAS, each Fund is registered as an "investment company" under the
Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, IFTC performs certain investment accounting and recordkeeping
service on a computerized accounting system (the "Portfolio Accounting System")
which is suitable for maintaining certain accounting records of the portfolios
of the Funds; and
WHEREAS, each Fund desires to appoint IFTC as investment accounting and
recordkeeping agent for its portfolios as listed on Schedule I hereto, as it may
be amended from time to time ("Portfolios"), and IFTC is willing to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. Appointment of Recordkeeping Agent. Each Fund hereby constitutes and
appoints IFTC as investment accounting and recordkeeping agent for the
Portfolios of such Fund to perform accounting and recordkeeping functions
related to portfolio transactions required of such Fund under Rule 31a of
the 1940 Act and to calculate the net asset value of the Portfolios.
2. Representatives and Warranties of Fund. Each Fund hereby represents,
warrants and acknowledges to IFTC:
A. That it is a corporation duly organized and existing and in good
standing under the laws of its state of organization as set forth
above, and that it is registered under the 1940 Act;
B. That it has the requisite power and authority under applicable law,
its charter or declaration of trust and its bylaws to enter into
this Agreement; that it has taken all requisite action necessary to
appoint IFTC as investment accounting and recordkeeping agent for
its Portfolios; that this Agreement has been duly executed and
delivered by it; and that this Agreement constitutes its legal,
valid and binding obligation, enforceable in accordance with its
terms; and
C. That it has determined to its satisfaction that the Portfolio
Accounting System is
appropriate and suitable for its needs.
3. Representations and Warranties of IFTC. IFTC hereby represents, warrants
and acknowledges to the Funds:
A That it is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri;
B That it has the requisite power and authority under applicable law,
its charter and its bylaws to enter into and perform this Agreement;
that this Agreement has been duly executed and delivered by IFTC;
and that this Agreement constitutes a legal, valid and binding
obligation of IFTC, enforceable in accordance with its terms; and
C That the accounts and records maintained and preserved by IFTC shall
be the property of the applicable Fund and that it will not use any
information made available to it under the terms hereof for any
purpose other than complying with its duties and responsibilities
hereunder or as specifically authorized by the applicable Fund in
writing.
4. Duties and Responsibilities of the Funds.
A. Each Fund shall turn over to IFTC all of each of its Portfolio's
accounts and records previously maintained which IFTC needs in order
to fully and properly perform its duties hereunder.
B. Each Fund shall provide to IFTC the information necessary to perform
IFTC's duties and responsibilities hereunder in writing or its
electronic or digital equivalent prior to the close of the New York
Stock Exchange on each day on which IFTC prices the Portfolios'
securities and foreign currency holdings.
C. Each Fund shall furnish IFTC with the declaration, record and
payment dates and amounts of any dividends or income and any other
special actions required concerning the securities of such Fund when
such information is not readily available from generally accepted
securities industry services or publications.
D. Each Fund shall pay to IFTC such compensation at such time as may
from time to time be agreed upon in writing by IFTC and such Fund.
The initial compensation schedule is attached as Exhibit A. Each
Fund shall also reimburse IFTC within 30 days for all reasonable
out-of-pocket disbursements, costs and expenses reasonably incurred
by IFTC in connection with services performed for such Fund pursuant
to this Agreement.
E. Each Fund shall notify IFTC of any changes in statutes rules,
regulations,
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requirements, or policies which may necessitate changes in IFTC's
responsibilities or procedures as they relate to such Fund.
F. Each Fund shall provide to IFTC, as conclusive proof of any fact or
matter which may reasonably be ascertained from such Fund, a
certificate signed by such Fund's president or other officer, or
other authorized individual, as requested by IFTC. Each Funds shall
also provide to IFTC instructions with respect to any matter
concerning this Agreement requested by IFTC. As to each Fund, IFTC
may rely upon any instruction or information furnished by any person
reasonably believed by it to be an officer or agent of such Fund,
and shall not be held to have notice of any change of authority of
any such person until receipt of written notice thereof from such
Fund.
G. Each Fund shall preserve the confidentiality of the Portfolio
Accounting System and prevent its disclosure, except as required by
law, to other than its own employees who reasonably have a need to
know in connection with the use of the Portfolio Accounting System
contemplated hereunder, and each Fund shall take appropriate action
to protect the rights of IFTC and IFTC's licensor in the Portfolio
Accounting System. IFTC's licensor is intended to be and shall be a
third party beneficiary of the Fund's obligations and undertakings
contained in this paragraph.
5. Duties and Responsibilities of IFTC.
A. IFTC shall calculate each Portfolio's net asset value, in accordance
with the applicable Fund's prospectus. IFTC will price the
securities and foreign currency holdings of the Portfolios for which
market quotations are available by the use of outside services
designated by the applicable Fund which are normally used and
contracted with for this purpose; all other securities and foreign
currency holdings will be priced in accordance with such Fund's
instructions.
B. IFTC shall prepare and maintain, with the direction and as
interpreted by the applicable Fund or such Fund's accountants and/or
other advisors, in complete, accurate, and current form, all
accounts and records needed to be maintained as a basis for
calculation of each Portfolio's net asset value, and such other
accounts and records as may be agreed upon by the parties in
writing, and shall preserve such records such records in the manner
and for the periods required by law or such longer period as the
parties may agree upon in writing. Each Fund shall advise IFTC in
writing of all application record retention requirements, other than
those set forth in the 1940 Act.
C. IFTC shall make available to each Fund for inspection or
reproduction within a reasonable time, upon demand, all accounts and
records of such Fund maintained and preserved by IFTC.
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D. IFTC shall be entitled to rely conclusively on the completeness and
corrections of any and all accounts and records turned over to it by
either Fund.
E. IFTC shall assist each Fund's independent accountants or any
regulatory body in any requested review of such Fund's accounts and
records maintained by IFTC, provide that written instructions to do
so are furnished to IFTC by the applicable Fund or by the treasurer,
the comptroller, any assistant treasurer or any assistant
comptroller of The Prudential Insurance Company of America. IFTC
shall be reimbursed by the applicable Fund of all reasonable
expenses and employee time invested in any such review outside of
routine and normal periodic reviews.
F. Upon receipt from either Fund of any necessary information or
instructions, IFTC shall provide information from the books and
records it maintains for such Fund that such Fund needs for tax
returns, questionnaires, or periodic reports to shareholders and
such other reports and information requests as such Fund and IFTC
shall agree upon from time to time.
G. Additional series or portfolios of each Fund may be added to this
Agreement provided that IFTC consents to such addition. Rates or
charges for each additional series or portfolio shall be as agreed
upon by IFTC and the applicable Fund in writing.
H. IFTC shall not have any responsibility hereunder to either Fund,
either Fund's shareowners or any other person or entity for moneys
or securities of either Fund, whether held by either Fund or
custodians of either Fund.
I. IFTC agrees that, except as otherwise required by law, IFTC will
keep confidential all records of and information in its possession
relating to the Funds and will not disclose the same to any person
except at the request or with the consent of the applicable Fund.
J. IFTC may not, except with express written consent of the Funds in
each instance, use the name of either Fund or The Prudential
Insurance Company of America or any other Prudential subsidiary or
affiliate in advertising, publicity or similar materials distributed
to existing or prospective clients.
K. IFTC shall continuously maintain adequate insurance coverage
appropriate for its duties and responsibilities under this
Agreement.
6.I. Indemnification. IFTC shall not be responsible or liable for, and each
Fund shall indemnify and hold IFTC harmless from and against, any and all
costs, expenses, losses, damages, charges, counsel fees, payments and
liabilities, which may be asserted against or incurred by IFTC or for
which it may be liable, arising out of or attributable to:
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A. IFTC's action or omission to act pursuant hereto, except for any
loss or damage arising from IFTC's failure to perform its
obligations hereunder and/or any negligent act or willful misconduct
of IFTC.
B. IFTC's payment of money as requested by either Fund, or the taking
of any action which might make IFTC liable for payment of money;
provided, however, that IFTC shall not be obligated to expend its
own moneys or to take any such action except in IFTC's sole
discretion.
C. IFTC's good faith reliance upon any instructions, advice, notice,
request, consent, certificate or other instrument or paper appearing
to it to be genuine and to have been properly executed.
D. IFTC's good faith reliance on the advice or opinion of counsel for
either Fund (which will be obtained at the Fund's expense) or its
own counsel (which will be obtained at IFTC's own expense), or on
the instructions, advice, and statements or either Fund, either
Fund's accountants and officers or other authorized individuals, and
other believed by it in good faith to be expert in matters upon
which they are consulted.
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing, IFTC
shall be under no duty or obligation to inquire into:
(1) The validity of the issue of any securities purchased by or
for either Fund, or the legality of the purchase thereof, or
the propriety of the purchase price;
(2) The legality of the sale of any securities by or for either
Fund, or the propriety of the sale price;
(3) The legality of the issue, sale or purchase of any shares of
either Fund, or the sufficiency of the purchase or sale price;
or
(4) The legality of the declaration of any dividend by either
Fund, or the legality of the issue of any shares of either
Fund in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in either Fund's
accounts and records or other information provided by or on behalf
of such Fund to IFTC, or the failure of either Fund to provide, or
provide in a timely manner, any accounts, records, or information
needed by IFTC to perform its functions hereunder.
G. Either Fund's refusal or failure to comply with terms of this
Agreement (including without limitation either Fund's failure to pay
or reimburse IFTC under this
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indemnification provision), either Fund's negligence or willful
misconduct, or the failure of any representation or warranty of the
Funds hereunder to be and remain true and correct in all respects at
all times.
H. Any defect in, failure of performance of or unavailability of any
computer system or application provided to IFTC by The Prudential
Insurance Company of America or any error, omission, inaccuracy or
other deficiency in the information thereby supplied to IFTC.
6.II Notwithstanding anything herein to the contrary, as between the parties
IFTC shall not be liable for consequential, special or punitive damages in
any event other than cases of IFTC's willful misconduct.
7. Force Majeure. IFTC shall not be responsible or liable for its failure or
delay in performance of its obligations under this Agreement arising out
of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation: governmental or
exchange action, statute, ordinance, rulings, regulations or direction;
war, strike, riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornados, acts of God
or public enemy, revolutions, or insurrections.
8. Procedures. IFTC and each Fund may from time to time adopt procedures as
they agree upon, and IFTC may conclusively assume that any procedure
approved or directed by a Fund or its accountants or other advisors does
not conflict with or violate any requirement of such Fund's prospectus,
charter or declaration of trust, bylaws, any applicable law, rule or
regulation, or any order, decree or agreement by which such Fund may be
bound.
9. Term and Termination. The initial term of this Agreement shall be a period
of one year commencing on the effective date hereof. This Agreement shall
continue thereafter until terminated by either or both Funds or by IFTC by
notice in writing received by the other party not less than ninety (90)
days prior to the date upon which such termination shall take effect. Upon
termination of this Agreement as to each Fund affected thereby:
A. Shall Fund pay to IFTC its fees and compensation due hereunder and
its reimbursable disbursements, costs and expenses paid or incurred
to such date, except to the extent such fees, compensation,
disbursements, costs and expenses are being disputed by the Fund in
good faith.
B. Such Fund shall designate a successor (which may be such Fund) by
notice in writing to IFTC on or before the termination date.
C. IFTC shall deliver to the successor, or if none has been designated,
to such Fund, at IFTC's office, all records, funds and other
properties of such Fund deposited with or held by IFTC hereunder. In
the event that neither a successor nor such Fund takes delivery of
all records, funds and other properties of such Fund by the
termination
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date, IFTC's sole obligation with respect thereto from the
termination date until delivery to a successor or such Fund shall be
to exercise reasonable care to hold the same in custody in its form
and condition as of the termination date, and IFTC shall be entitled
to reasonable compensation therefor, including but not limited to
all of its out-of-pocket costs and expenses incurred in connection
therewith.
10. Notices. Notices, requests, instructions and other writings addressed to
either Fund at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇, or at such address as either Fund many
have designated to IFTC in writing, shall be deemed to have been properly
give to such Fund hereunder; and notices, requests, instructions and other
writings addressed to IFTC at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇, or to such other address as it may
have designated to the Funds in writing, shall be deemed to have been
properly given to IFTC hereunder.
11. Limitation of Fund and Portfolio Liability. Both Funds and each Portfolio
shall be regarded for all purposes hereunder as a separate party apart
from the other Fund and each other Portfolio, respectively. Unless the
context otherwise requires, with respect to every transaction covered by
this Agreement, every reference herein to a Fund shall be deemed to relate
solely to the particular Fund and the particular Portfolio thereof to
which such transaction relates. Under no circumstances shall the rights,
obligations or remedies with respect to one Fund or a particular Portfolio
constitute a right, obligation or remedy applicable to the other Fund or
any other Portfolio, respectively. The use of this single document to
memorialize the separate agreement of each Fund is understood to be for
clerical convenience only and shall not constitute any basis for joining
the Funds or any Portfolios for any reason.
12. Miscellaneous.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, without reference to the choice of laws
principles thereof.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnification extended
hereunder, and the provisions of Section 4.G are intended to and
shall continue after and survive the expiration, termination or
cancellation of this Agreement.
D. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by each party hereto.
E. The failure of any party to insist upon the performance of any terms
or conditions of
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this Agreement or to enforce any rights resulting from any breach of
any of the terms or conditions of this Agreement, including the
payment of damages, shall not be construed as a continuing or
permanent waiver of any such terms, conditions, rights or
privileges, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred. No waiver,
release or discharge of any party's rights hereunder shall be
effective unless contained in written instrument signed by the party
sought to be charged.
F. The captions in this Agreement are included for convenience of
reference only an in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more separate counterparts,
each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
H. If any part, term or provision of this Agreement is determined by
the courts or any regulatory authority to be illegal, in conflict
with any law or otherwise invalid, the remaining portion or portions
shall be considered serverable and not affected, and rights and
obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision
held to be illegal or invalid.
I. This Agreement may not be assigned by any party without the prior
written consent of the others.
J. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between the
Funds or either of them and IFTC.
K. It is understood and agreed that IFTC will perform the services
hereunder as an independent contractor, and that during the
performance of the services, IFTC's employees will not be considered
employees of either Fund or The Prudential Insurance Company of
America within the meaning or the application of any federal, state
or local laws or regulations including, but not limited to, laws or
regulations covering unemployment insurance, old age benefits,
workers' compensation insurance, industrial accident, labor or taxes
of any kind.
L. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by any party hereunder shall
not affect any rights or obligations of any other party hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective and duly authorized officers, to be effective as of the day
and year first above written.
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INVESTORS FIDUCIARY TRUST COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Exec. VP
THE PRUDENTIAL SERIES FUND, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Comptroller
PRUDENTIAL'S GIBRALTAR FUND
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Comptroller
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SCHEDULE I
FUND PORTFOLIO
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The Prudential Series Fund, Inc. Money Market Portfolio
Bond Portfolio
Common Stock Portfolio
Aggressively Managed Flexible Portfolio
Conservatively Managed Flexible Portfolio
Zero Coupon Bond 1995 Portfolio
Zero Coupon Bond 2000 Portfolio
High Yield Bond Portfolio
Stock Index Portfolio
High Dividend Stock Portfolio
Natural Resources Portfolio
Government Securities Portfolio
Zero Coupon Bond 20005 Portfolio
Growth Stock Portfolio
Small Capitalization Stock Portfolio
Prudential's Gibraltar Fund Prudential's Gibraltar Fund
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