SECOND AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
THE PRUDENTIAL INSTITUTIONAL FUND
This Second Amendment to the Agreement and Declaration of Trust (the
"Declaration of Trust") of The Prudential Institutional Fund (the "Trust") is
being executed as of October 30, 1996, for the purpose of changing the name of
the Trust as reflected in Article I of the Declaration of Trust.
NOW, THEREFORE, the undersigned do hereby direct that the Declaration of
Trust be amended as follows:
1. Section 1 of Article I of the Declaration of Trust is hereby
amended by substituting the name "Prudential Xxxxxx Fund" for the name "The
Prudential Institutional Fund" in the second line thereof.
2. This Second Amendment to the Declaration of Trust shall become
effective on October 30, 1996.
3. Except as amended pursuant to the foregoing paragraph, the
Declaration of Trust is hereby ratified and confirmed in all respects.
A-1
IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have
duly executed this Second Amendment to the Declaration of Trust as of the day
and year first above written.
/s/ XXXX X. XXXXXXX
------------------------------------
Xxxx X. Xxxxxxx
Trustee
/s/ XXXXX X. XXXXXX
------------------------------------
Xxxxx X. Xxxxxx
Trustee
/s/ XXXXXXX X. XXXXXX, XX.
------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Trustee
/s/ AUGUST X. XXXXX
------------------------------------
August X. Xxxxx
Trustee
/s/ XXXXXXX X. XXXXXXX
------------------------------------
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X-0
