Portfolio

Fee Waiver and/or Expense Limitation

PSF Small-Cap Stock Index Portfolio

The Manager has voluntarily agreed to waive a portion of its investment

management fee and/or reimburse certain expenses of the Portfolio so that

the Portfolio’s investment management fee plus other expenses (exclusive

in all cases of distribution and/or service (12b-1) fees, interest, brokerage,

taxes (such as income and foreign withholding taxes, stamp duty and

deferred tax expenses), extraordinary expenses, acquired fund fees and

expenses, and certain other Portfolio expenses such as dividend and interest

expense and broker charges on short sales) do not exceed 0.38% of the

Portfolio's average daily net assets. Where applicable, the Manager agrees

to waive management fees or shared operating expenses on any share class

to the same extent that it waives such expenses on any other share class.

Expenses waived or reimbursed by the Manager for the purpose of

preventing the expenses from exceeding a stated expense ratio limit may be

recouped by the Manager within the same fiscal year in which such waiver

and/or reimbursement is made. Any such recoupment is limited to the

lesser of the amounts that would be recoupable under: (i) the expense

limitation in effect at the time the waiver and/or reimbursement was made

or (ii) the expense limitation in effect at the time of recoupment. The

waiver is voluntary and may be modified or terminated by the Manager at

any time without notice.