FIRST AMENDMENT TO INVESTMENT ACCOUNTING AGREEMENT
THE FIRST AMENDMENT TO INVESTMENT ACCOUNTING AGREEMENT (the "Amendment"), is
made and entered into as of June 20, 1995, by and among THE PRUDENTIAL SERIES
FUND, INC., a Maryland corporation, PRUDENTIAL'S GIBRALTAR FUND, a Delaware
corporation (each a "Fund" and collectively the "Funds"), and INVESTORS
FIDUCIARY TRUST COMPANY, a Missouri trust company ("IFTC").
RECITALS:
A. The Funds and IFTC are parties to that certain Investment Accounting
Agreement dated as of December 31, 1994 (the "Agreement").
B. The Funds and IFTC desire to be able to implement from time to time
electronic systems of communications between them and accordingly desire to
amend and supplement the Agreement to include certain terms and conditions with
respect thereto.
AGREEMENTS:
In consideration of mutual promises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Fund and IFTC
hereby agree that the Agreement is amended and supplemented to include the
following covenants and agreements.
If IFTC shall provide either Fund direct access to the Portfolio
Accounting Systems or if IFTC and either Fund shall agree to utilize any
electronic system of communication, the applicable Fund shall be fully
responsible for any and all consequences of the use or misuse of the
terminal device, passwords, access instructions and other means of access
to such system(s) which are utilized by, assigned to or otherwise made
available to the Fund. Such Fund agrees to implement and enforce
appropriate security policies and procedures to prevent unauthorized or
improper access to or use of such system(s). IFTC shall be full protected
in acting upon any instructions, communications, data or other information
received by IFTC by such means as fully and to the same effect as if
delivered to IFTC by written instrument signed by requisite authorized
representative(s) of applicable Fund. Such Fund shall indemnify and hold
IFTC harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability which my be
suffered or incurred by IFTC as a result of the use or misuse, whether
authorized or unauthorized, of any such system(s) by the Fund or by any
person who acquires access to such system(s) through the terminal device,
passwords, access instructions or other means of access to such system(s)
which are utilized by, assigned to or otherwise made available to the
Fund, except to the extent attributable to any negligence or willful
misconduct by IFTC.
In all other respects, the Agreement is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of the date first above written.
INVESTORS FIDUCIARY TRUST COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Exec. VP
THE PRUDENTIAL SERIES FUND, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: VP and Comptroller
PRUDENTIAL'S GIBRALTAR FUND
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: VP and Comptroller