EXHIBIT 1.(b)(viii)(1)
CUSTODIAN CONTRACT
This Contract between The Prudential Series Fund, Inc., a corporation
organized and existing under the laws of Maryland, having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter
called the "Fund", and Manufacturers Hanover Trust Coinpany, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Hereinafter called the "Custodian",
WHEREAS, the Fund is authorized to issue shares of capital stock ("Shares")
in separate classes, with each such class representing interests in a separate
portfolio of securities and other assets which are referred to herein as the
"Funds"; and
WHEREAS, the Fund offers Shares in eight classes, the Money Market
Portfolio Capital Stock, the Bond Portfolio Capital Stock, the Common Stock
Portfolio Capital Stock, the Agressively Managed Flexible Portfolio Capital
Stock, and the Conservatively Managed Flexible Portfolio Capital Stock, the Zero
Coupon Bond--1990 Portfolio Capital Stock, the Zero Coupon Bond--1995
Portfolio Capital Stock, and the Zero Coupon Bond--2000 Portfolio Capital
Stock;
WITNESSETH: That in consideration of the mutual convenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its assets
pursuant to the provisions of the Fund's By-Laws. The Fund agrees to deliver to
the Custodian all securities and
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cash owned by it, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the Fund
from time to time, and the cash consideration received by it for such new or
treasury shares of capital stock, $0.01 par value, ("Shares") of the Fund as may
be issued or sold from time to time. The Custodian shall not be responsible for
any property of the Fund held or received by the Fund and not delivered to the
Custodian.
Upon receipt of "Instructions" (within the meaning of Section 2.14), the
Custodian shall from time to time employ one or more sub-custodians, but only in
accordance with an applicable vote by the Board of Directors of the Fund, and
provided that the Custodian shall have no more or less responsibility or
liability to the fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian to
the extent that such sub-custodian's responsibilities and liabilities are
similar in nature and scope to those imposed by this Contract with respect to
the functions to be performed by such sub-custodian.
2. Duties of the Custodian with Respect to Property of the Fund Held by the
Custodian
2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of each of the Funds all securities held by each of the Funds,
other than securities which are maintained pursuant to Section 2.10
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in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System".
Pursuant to Instructions, Custodian shall accept delivery of securities
loaned by the Fund or collateral for loaned securities on behalf of the
Fund. Custodian agrees to maintain separate records for the holding of
collateral.
2.2 Delivery of Securities. The Custodian shall release and deliver securities
owned by the Fund held by the Custodian or in a Securities System account
of the Custodian only upon receipt of Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in the
following cases:
1) Upon sale of such securities for the account of the Fund and receipt
of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.11 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities owned by the Fund;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or
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otherwise become payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or
into the name or nominee name of any agent appointed pursuant to
Section 2.10; or into the name or nominee name of any sub-custodian
appointed pursuant to Article 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided that in any such
case, the new securities are to be delivered to the Custodian;
7) To the broker selling the same for examination in accordance with the
"street delivery" custom;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for the conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of
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such warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive securities;
provided that, any such case, the new securities and cash, if any, are
to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Fund.
11) For delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Fund;
12) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the Fund's currently effective
prospectus, in satisfaction of requests by holders of Shares for
repurchase or redemption; and
13) For any other proper corporate purpose.
2.3 Registration of Securities. Securities held by the Custodian (other than
bearer securities) shall be registered in the names of each of the Funds or
in the name of its nominee GIBCO, which shall be used only for registration
of securities owned by the Fund, or owned by or in portfolios managed by
The Prudential Insurance Company of America.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account in the name of each of the Funds,
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subject only to draft or order by the Custodian or the Fund acting pursuant
to the terms of this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of each of the Funds, other than cash maintained by the Funds in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the Custodian for the Fund
may be deposited by it to this credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies as it
may in its discretion deem necessary or desireable; provided, however, that
every such bank or trust company shall be qualified to act as a custodian
under the Investment Company Act of 1940 and that each such bank or trust
company and the funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of Directors of the
Fund Such funds shall be deposited by the Custodian in this capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the distributor for
the Fund's Shares or from the Transfer Agent of the Fund and deposit into
each of the Fund's account such payments as are received for the
corresponding classes of capital stock of the Fund issued or sold from time
to time by the Fund. The Custodian
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will provide timely notification to the Fund and the Transfer Agent of any
receipt by it of payments for Shares of the Fund.
2.6 Collection of Income. The Custodian shall use its best efforts to collect
when due and payable all income and other payments: (a) with respect to
registered securities held hereunder to which the Fund shall be entitled
either by law or pursuant to custom in the securities business, and (b)
with respect to bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or agent thereof and shall credit
such income, as collected, to the proper custodian account of each of the
Funds. Without limiting the generality of the foregoing, the Custodian
shall detach and present for payment all coupons and other income items
requiring presentation as when they become due and shall collect interest
when due on securities held hereunder. Proceeds from the sale of securities
and amounts due on securities which mature or are redeemed shall be
credited in like funds to the proper account of the Fund on the date the
funds are received.
2.7 Payment of Fund Moneys. Upon receipt of Instructions, which may be
continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys for the Fund in the following cases only:
1) Upon the purchase of securities for the account of each of the Funds
but only (a) against the delivery
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of such securities to the Custodian (or any bank, banking firm or
trust company doing business in the United States or abroad which is
qualified under the Investment Company Act of 1940, as amended, to act
as a custodian and has been designated by the Custodian as its agent
for this purpose) registered in the name of the appropriate Fund or in
the name of a nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with the
conditions set forth in Section 2.10 hereof or (c) in the case of
repurchase agreements entered into between the Fund and the Custodian,
or another bank, or a broker or dealer, (i) against delivery of the
securities either in certificate form or through an entry crediting
the Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing purchase
by the Fund of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such
securities from the Fund;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2. hereof;
3) For the redemption or repurchase of Shares issued by the Fund as set
forth in Section 2.8 hereof;
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4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account
for the Fund: interest, taxes, management, accounting, transfer agent
and legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends declared pursuant to the governing
documents of the Fund;
6) For any other proper purpose.
2.8 Payments for Repurchases or Redemptions of Shares of the Fund. From such
funds as may be available for the purpose but subject to the limitation of
the Articles of Incorporation and any applicable votes of the Board of
Directors of the Fund pursuant thereto, the Custodian shall, upon receipt
of instructions from the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a custodian, as its agent to carry out such of the
provisions of the Article 2 as the Custodian may from time to time direct;
provided , however, that the appointment of any agent shall not relieve the
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Custodian of its responsibilities or hereunder.
2.10 Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by the Fund in the Depository Trust
Company, book-entry system of the Federal Reserve Bank of New York, and any
domestic securities depository registered with the Securities and Exchange
Commission under section 17A of the Securities Exchange Act of 1934, which
is approved by vote of the Board of Directors of the Fund, collectively
referred to herein as "Securities System" in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Fund in a Securities System
provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall not
include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to securities for the Fund
which are maintained in a Securities System shall identify by
book-entry those securities belonging to each of the Funds;
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3) The Custodian shall pay for securities purchased for each account of
the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the proper account of the Fund. The Custodian
shall transfer securities sold for each account of the Fund upon (i)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to reflect such transfer and
payment for the proper account of the Fund. Copies of all advices from
the Securities System of transfers of securities for the accounts of
the Fund shall identify the Fund, be maintained for the Fund by the
Custodian and be provided to the Fund at its request. Upon request,
the Custodian shall furnish the Fund confirmation of each transfer to
or from the proper account of the Fund in the form of a written advice
or notice and shall furnish to the Fund copies of daily transaction
sheets reflecting each day's transactions in the Securities System for
the accounts of the Funds on the next business day;
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4) Upon written request of the Fund, the Custodian shall provide the Fund
with any report obtained by the Custodian on the procedures for
safeguarding securities deposited in the Securities System;
5) Anything to the c6ntrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, misfeasance or willful misconduct of the Custodian or any
of its agents or of any of its or their employees. At the election of
the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System or
any other person which the Custodian may have as a consequence of any
such loss or damage if and to the extent that the Fund has not been
made whole for any such loss or damage.
2.11 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Fund held by it and in connection with
transfers of securities.
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2.12 Proxies. The Custodian shall, with respect to the securities held
hereunder, promptly deliver or cause to be executed and delivered by the
registered holder of such securities, if the securities are registered
otherwise than in the name of the Fund or a nominee of the Fund, all
proxies, without indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Fund such proxies, all proxy
soliciting materials and all notices relating to such securities. Neither
Custodian nor any nominee of Custodian shall vote any of the securities
held hereunder by or for the Fund, except in accordance with Instructions
signed by an officer of the Fund.
2.13 Communications Relating to Fund Portfolio Securities. The Custodian shall
transmit promptly to the Fund all written information (including, without
limitation, pendency of calls and maturities of securities and expirations
of the rights in connection therewith) received by the Custodian from
issuers of the securities being held for the Fund. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Fund shall
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notify the Custodian in writing at least three business days prior to the
date on which the Custodian is to take such action. Such notification will
not be considered effective unless the securities whose tender or exchange
is sought are in position in the Fund's account on the day such
notification is received.
2.14 Instructions. Two officers of the Fund will execute and provide to the
Custodian a certificate in the form annexed hereto as Appendix A,
indicating the names and signatures authorized to give oral and written
instructions on behalf of the Fund ("Authorized Persons"), together with
any changes which may occur from time to time. In the event that any person
named in the most recent certification shall cease to be so authorized, the
Fund shall furnish the Custodian with a superseding certificate advising it
to that effect. In the absence of such a superseding certificate, the
Custodian shall be entitled to rely upon the signatures of all persons
named in the most recently dated and delivered certification.
The Custodian shall be entitled to rely upon any oral instructions and any
written instructions actually received by the Bank pursuant to this
Contract and reasonably believed to be from an Authorized Person. As used
herein "written instructions" shall include instructions transmitted to the
Custodian via the GEOPAC
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Information System, which is the direct on-line electronic link between
the Fund and the Custodian for the transmission of communications relating
to the movement and control of the securities hereunder. The Fund and the
Custodian agree that the Fund should transmit oral instructions concerning
transactions to the Custodian only in the event that the GEOPAC Information
System is not operational and only in accordance with the procedures for
transmitting such oral instructions annexed hereto as Appendix B. The Fund
agrees that, absent negligence on the part of the Custodian, the Custodian
shall incur no liability to the Fund in acting upon oral instructions or
written instructions given to the Custodian hereunder concerning
transactions, provided such instructions reasonably appear to have been
received from an Authorized Person.
2.15 Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Fund:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, such as postage or the payment for courier services,
provided that all such payments shall be accounted for to the Fund;
2) surrender securities in temporary form for securities in definitive
form;
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3) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Fund except as
otherwise directed by the Board of Directors of the Fund.
2.16 Evidence of Authority. The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument or
paper believed by it to be genuine and to have been properly executed by or
on behalf of the Fund. The Custodian may receive and accept a certified
copy of a vote of the Board of Directors of the Fund as conclusive evidence
(a) of the authority of any person to act in accordance with such vote or
(b) of any determination or of any action by the Board of Directors
pursuant to the Articles of Incorporation as described in such vote, and
such vote may be considered as in full force and effect until receipt by
the Custodian of written notice to the contrary.
3. Duties of Custodian with Respect to the Books of Account and Calculation of
Net Asset Values and Net Income.
The Custodian shall cooperate with and supply
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necessary information to the entity or entities appointed by the Board of
Directors of the Fund to keep the books of account of the Fund and/or compute
the net asset values per share of the outstanding shares of each class of
capital stock of the Fund.
4. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, applicable
federal and state tax laws and any other law or administrative rules or
procedures which may be applicable to the Fund. Such records shall be open to
inspection at reasonable times during the regular business hours of the
Custodian by duly authorized officers, employees or agents of the Fund and by
any representative of an appropriate regulatory body; provided, however, that
written instructions to that effect are furnished to the Custodian by the Fund
or by the Treasurer, the Comptroller, any assistant treasurer or any assistant
comptroller of The Prudential Insurance Company of America. Both the Custodian
and the Fund shall keep confidential any information obtained pursuant to this
Contract and disclose such information only if the other party has authorized
such disclosure. Not withstanding the foregoing, the Custodian shall furnish
applicable federal and state regulatory authorities with any information or
reports in connection with this contract which such authorities may request. The
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Custodian shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by each of the Funds and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers in such
tabulations. In the event of termination of this Contract for any reason, the
Custodian shall provide to the Fund a complete list of assets held pursuant to
this Agreement and shall preserve the records relating to its activities and
obligations hereunder for the period or periods prescribed by applicable federal
and state law.
5. Reports to Fund
Upon written request of the Fund, the Custodian shall provide the Fund, or
the Fund's independent public accountant, at such times as they may reasonably
require, with reports on its procedures for safeguarding securities, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports, which
shall be of sufficient scope and in sufficient detail, as may reasonably be
required by the Fund, to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there are no such
inadequacies, shall so state.
6. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as
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agreed upon from time to time. Except as otherwise provided in this Contract,
the Custodian may not charge the assets of the Fund for the Custodian's
compensation or expenses, or withhold delivery of any such assets pending
payment, in part or full, of such compensation or expenses. It is understood
that payment by the Fund of such compensation and expenses shall not be
unreasonably withheld.
7. Responsibility
The Custodian will be strictly liable for all losses due to burglary,
robbery, theft, fire and mysterious disappearance, regardless of whether such a
loss occurs while the assets are on deposit with the Custodian, or any nominee
of the Custodian, or the Federal Reserve Bank of New York in connection with
book-entry procedures as provided in Treasury Department regulations in effect
from time to time, or a domestic securities depository (hereinafter
"depository") registered with the Securities and Exchange Commission (the "SEC")
under Section 17A of the Securities Exchange Act of 1934 ("1934 Act"), and any
successor thereto, or any other agent of the Custodian at the time of the loss.
Under no circumstances, however, shall the Custodian be liable for consequential
damages under this Contract nor for causes beyond its control, which causes
shall be war, insurrection, hurricane, cyclone, tornado, earthquake, volcanic
eruption, nuclear fusion, fission or radioactivity.
For losses resulting from other causes the Custodian will be liable unless
the Custodian can prove that it and any
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of its agents or nominees, the Federal Reserve Bank of New York in connection
with book-entry procedures, as provided in Treasury Department regulations in
effect from time to time, and any domestic securities depository registered with
the SEC under Section 17A of the 1934 Act, and any successor thereto, were not
negligent and did not act with willful misconduct. The Custodian may apply for
and obtain the advice and opinion of counsel to the Fund with respect to
questions of law and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advise or opinion. Except as
provided in the preceding paragraph, in the performance of its duties hereunder,
the Custodian shall be held to the standard of reasonable care and diligence.
In the event of loss, damage or injury to the securities while on deposit
with the Custodian, its agents or any nominee of the Custodian, including the
Federal Reserve Bank of New York in connection with book-entry procedures, or
any domestic securities depository registered with the SEC under the 1934 Act,
and any successory thereto, or any other agent of the Custodian, the Custodian
shall promptly cause such securities to be replaced by other securities of like
kind and quality, together with all rights and privileges pertaining thereto.
In the event the Custodian is unable to replace the securities, the
Custodian shall remit to the Fund cash equal to the fair market value of the
securities as of the date of discovery of the loss. The Custodian may at its
option insure
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itself against loss from any cause but shall be under no obligation to insure
for the benefit of the Fund.
The Custodian shall be under no duty or obligation to inquire into and
shall not be liable for:
(a) the validity of the issue of any securities purchased by or for the
Fund, the legality of the purchase thereof or the propriety of the
amount paid therefor;
(b) the legality of any sale of any securities by or for the Fund or the
propriety of the amount for which the same are sold;
(c) the legality of an issue or sale of any Shares or the sufficiency of
the amount to be received there for;
(d) the legality of the redemption of any Shares of the propriety of the
amount to be paid therefor; or
(e) the legality of the declaration or payment of any dividend by the
Fund.
The Custodian shall not be liable for, or considered to be the custodian of
any money, whether or not represented by any check, draft, or other instrument
for the payment of money, received by it for the Fund until the Custodian
actually receives and collects such money directly or by the final crediting of
the account representing the securities belonging to the Fund. The Custodian
shall not be liable for any securities and cash sent, delivered or transmitted
by the Fund, its brokers, dealers or similar agents and which are not
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actually received by the Custodian, its designated agents, nominees or domestic
depositories.
The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held for the account of the
Fund are such as may properly be held by the Fund under the provisions of its
Articles of Incorporation or By-Laws, any federal or state statutes or any rule
or regulation of any governmental agency.
With respect to any directions to receive securities in transactions not
placed through the Custodian, the Custodian shall have no duty or responsibility
to advise the Fund of non-receipt of, or to take any steps to obtain delivery
of, securities from brokers or others either against payment or free of payment.
The Custodian will provide the Fund with a daily listing of all deliveries
of securities for the account of the Fund via the GEOPAC Information System. By
reviewing the GEOPAC daily listing of securities received for the Funds, the
Fund may ascertain any instances of non-receipt of delivery of securities.
The Custodian shall be under no duty to supervise, recommend or advise the
Fund relative to the investment, purchase, sale, retention or other disposition
of any property held hereunder unless provided for by separate written
agreement.
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The extent of any loss sustained hereunder shall be determined by the
market value thereof at the date of the discovery of such loss.
8. Bankers Blanket Bond
The Custodian represents and warrants that it presently has in force, and
will maintain in force during the terms of this Agreement, Bankers Blanket Bond
insurance coverage under Form No. 24 in an amount which the Custodian deems to
be appropriate, together with a "Central Handling of Securities--Discovery
Form" Rider thereto.
9. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than sixty (60) days
after the date of such delivery or mailing. The Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Articles of Incorporation. The Fund may at
any time by action of its Board of Directors (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
assignment of the Contract by the Custodian without the prior written approval
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of the Fund or in the event of the appointment of a conservator or receiver for
the Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
10. Successor Custodian
If a successor custodian shall be appointed by the Board of Directors of
the Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Fund's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Directors of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank
C-100
or trust company, which is a "bank" as defined in the Investment Company Act of
1940, of is own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $25,000,000,
all securities, funds and other properties held by the Custodian and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract and to transfer to an account of such successor
custodian all of the Fund's securities held in any Securities System.
Thereafter, such bank or trust company shall be the successor of the Custodian
under this Contract.
In the event that securities, funds and other properties remain the the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of vote referred to or of the
Board of Directors to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions in addition to the
provisions of this Contract as may in their joint opinion be consistent with the
general tenor of this Contract. Any such additional provisions shall
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be in a writing signed by both parties and shall be annexed hereto, provided
that no such additional provisions shall contravene any applicable federal or
state regulations or any provision of the Articles of Incorporation of the Fund.
Additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Contract.
12. Additional Funds
In the event that the Fund establishes one or more classes of capital stock
in addition to the classes already authorized as described above, which will
represent interests in one or more portfolios with respect to which it desires
to have the Custodian render services as custodian under the terms hereof, it
shall so notify the Custodian in writing, and if the Custodian agrees in writing
to provide such services, such Portfolio shall become one of the Funds
hereunder.
13. New York Law to Apply
This Contract shall be governed by and the provisions thereof construed and
interpreted under and in accordance with laws of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 1st day of June, 1986.
SEAL
THE PRUDENTIAL SERIES FUND, INC.
ATTEST
/s/ By /s/
------------------------------- ------------------------------------
Assistant Secretary Comptroller
-▇▇-
▇-▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST COMPANY
ATTEST
/s/ By /s/
-------------------------------- --------------------------------
Assistant Secretary
-▇▇-
▇-▇▇▇
▇▇▇▇▇▇▇▇ A
ThE PRUDENTIAL SERIES FUND, INC.
* * * * *
CERTIFICATE OF DESIGNATION
I, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Comptroller, and I, ▇▇▇▇ ▇. Felnberg, Assistant
Secretary of The Prudential Series Fund, Inc. (the "Fund"), a Maryland
corporation, do hereby certify that the individuals whose names are set forth
below have been duly authorized to act as "Authorized Persons" of the Fund, as
defined under the terms of the Custodian Contract, dated June 1, 1986, by and
between the Fund and Manufacturers Hanover Trust company, and that the
signatures set forth opposite their respective names and are their true and
correct signatures:
NAME SIGNATURES
---- ----------
SHORT TERM BOND TRADES
----------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PRUSZKOWSK
-------------------
Hope Power HOPE POWER
-------------------
▇▇▇▇ Feliman ▇▇▇▇ FELIMAN
-------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
LONG TERM BOND TRADES
---------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
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NAME SIGNATURES
---- ----------
STOCK TRADES
-------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
--------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
--------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------
INVESTMENT AUDITING--TRADE CONFIRMATION
---------------------------------------
▇▇▇▇▇ ▇▇▇▇ (primary contact) ▇▇▇▇▇ ▇▇▇▇
--------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
--------------------
IN WITNESS WHEREOF, we have hereunto signed our names and the Secretary of
the Fund has affixed the seal of the Fund.
Dated: May 30, 1986 ▇▇▇▇▇▇▇ ▇. MCG[ILLEGIBLE] Comptroller
------------------------------------------
(Name) (Title)
▇▇▇▇ [ILLEGIBLE] Assistant Secretary
------------------------------------------
(Name) (Title)
C-105
Appendix B
PROCEDURES FOR ORAL COMMUNICATION
OF TRADES TO CUSTODIAN
The Fund will communicate all trade information to the Custodian via the
GEOPAC Information System ("GEOPAC"). The Custodian shall not be required to act
upon any written trade instructions other than those sent through GEOPAC. Except
as indicated below, Custodian shall not be required to act upon any oral trade
instructions provided by the Fund.
The following procedures for the transmission and receipt of oral
instructions shall be utilized only in the event that GEOPAC is non-operational
and trade instructions involving purchases and sales scheduled to settle on the
same day cannot therefore be electronically communicated to Custodian via
GEOPAC:
-- An Authorized Person from the Investment Auditing Division of The
Prudential Insurance Company of America previously identified by the
Fund in writing to the Custodian will telephone the Custodian at (212)
623-1868. Such individual shall identify himself by name and shall
furnish the current transaction code to the Custodian's
representative. Immediately thereafter such Authorized Person shall
arrange to have an individual from the Fund connected to the
conversation who will identify himself by name and read the trade
instructions to the Custodian. The Authorized Person shall verify the
accuracy of each trade as read and shall confirm each such transaction
to the Custodian.
-- The trade information communicated to the Custodian's representative
will be read back to the Authorized Person who will verify that it was
correctly transcribed.
-- At the time of the telephone call, the name of the Custodian's
representative and the number and nature of the trades communication
will be logged by the Authorized Person who called the Custodian.
-- Codes will be provided to the Custodian for sixty (60) day periods
with new codes provided ten (10) days in advance of the expiration
period for the prior code.
-- If the Authorized Person is unable to verify the details of any trade
or incorrectly verifies the details of any transaction, the Custodian
shall treat such trade as cancelled and shall refuse to go forward
with any such trade and shall so advise the Authorized Person,
whereupon the Custodian's
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obligations with respect to any such trade shall cease without further
notice to the Fund.
-- Incorrect or otherwise deficient authorizations will not be subject to
rehabilitation by the same Authorized Person and a new instruction
procedure must be implemented to reinstate the trade instructions.
-- Once the trade information has been verified in accordance with the
above procedures, the Custodian may act upon the instructions,
provided in the case of deliveries out of the account, that the
Securities are in position in the Fund's account at the time of
receipt of the instruction to deliver out.
-- It shall be the continuing obligation of the Fund to immediately
notify the Custodian in writing of any additions or deletions to the
listing of Authorized Persons and the Custodian shall not be required
to honor the instructions of any person not previously designated in
writing by the Fund as an Authorized Person for the above purposes.
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