AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and between
Prudential Emerging Growth Fund, Inc. (the "Fund") and Prudential Mutual Fund
Services LLC (successor to Prudential Mutual Fund Services, Inc.)("PMFS") is
entered into as of August 24, 1999.
WHEREAS, the Fund and PMFS have entered into a Transfer Agency and
Service Agreement (the "Agreement") pursuant to which PMFS serves as transfer
agent, dividend disbursing agent and shareholder servicing agent for the Fund;
and
WHEREAS, the Fund and PMFS desire to amend the Agreement to confirm
the Fund's agreement to pay transfer agency account fees and expenses for
beneficial owners holding shares through omnibus accounts maintained by The
Prudential Insurance Company of America, its subsidiaries or affiliates.
NOW, THEREFORE, for and in consideration of the continuation of the
Agreement, and other good and valuable consideration, Article 8 of the Agreement
is amended by adding the following section to the Agreement:
8.04 PMFS may enter into agreements with Prudential or any
subsidiary or affiliate of Prudential whereby PMFS will maintain an
omnibus account and the Fund will reimburse PMFS for amounts paid by PMFS
to Prudential, or such subsidiary or affiliate, in an amount not in
excess of the annual maintenance fee for each beneficial shareholder
account and transactional fees and expenses with respect to such
beneficial shareholder account as if each beneficial shareholder account
were maintained by PMFS on the Fund's records, subject to the fee
schedule attached hereto as Schedule A. Prudential, its subsidiary or
affiliate, as the case may be, shall maintain records relating to each
beneficial shareholder account that underlies the omnibus account
maintained by PMFS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
PRUDENTIAL EMERGING ATTEST:
GROWTH FUND, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxxxxx X.X. Xxxxxxxx
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Xxxxxx X. Xxxxx Xxxxxxxxxx X.X. Xxxxxxxx
Vice President Secretary
PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTEST:
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
President Secretary
