Exhibit H(10)
AMENDMENT TO TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment to the Transfer Agency and Service Agreement ("Amendment")
by and between Xxxxxxxx-Xxxxxxxxx Fund, Inc. (the "Fund") and Prudential Mutual
Fund Services LLC (successor to Prudential Mutual Fund Services, Inc.) ("PMFS")
is entered into as of August 16, 2002.
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 reflect PMFS's
ability to subcontract services to be performed under the Agreement to
non-affiliated as well as affiliated service providers that may, in turn,
subcontract such services to other service providers; and
Whereas, the Fund and PMFS desire to amend the Agreement to reflect PMFS's
ability to enter into agreements with and pay, directly and indirectly,
sub-accounting and record-keeping fees to non-affiliated service providers
relating to shares held by beneficial owners through omnibus accounts maintained
by PMFS; and
Whereas, the Funds and PMFS desire to amend the Agreement to reflect the
Fund's agreement to reimburse PMFS for the above-referenced sub-accounting and
record-keeping fees paid, directly or indirectly, to non-affiliated service
providers.
Now, Therefore, for and in consideration of the continuation of the
Agreement, and other good and valuable consideration, the Agreement is amended
as follows:
1. Section 8.03 of the Agreement is replaced by the following new Section
8.03:
8.03. PMFS may, in its sole discretion and without further consent by
the Fund, subcontract, in whole or in part, for the performance of its
obligations and duties hereunder with any person or entity including but
not limited to: (i) Prudential Securities Incorporated (Prudential
Securities), a registered broker-dealer, (ii) The Prudential Insurance
Company of America (Prudential), (iii) Pruco Securities Corporation, a
registered broker-dealer, (iv) any Prudential Securities or Prudential
subsidiary or affiliate duly registered as a broker-dealer and/or a
transfer agent pursuant to the 1934 Act, (v) any other Prudential
Securities or Prudential affiliate or subsidiary otherwise lawfully
permitted to perform the services subcontracted hereunder, or (vi) any
non-affiliated entity duly registered as a broker-dealer and/or transfer
agent or otherwise lawfully permitted to perform the services subcontracted
hereunder. It is understood that Prudential may, in turn, subcontract, in
whole or in part, the performance of its obligations and duties hereunder
to another entity lawfully permitted to perform such obligations and
duties. PMFS shall be responsible to the Fund for the acts and omissions of
any agent or subcontractor relating to the services provided hereunder
unless such agent or subcontractor fails to exercise reasonable care in
providing such services.
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2. Section 8.04 of the Agreements is replaced by the following new Section
8.04:
8.04. PMFS may enter into agreements with any person or entity
referenced in Section 8.03 hereof whereby PMFS will maintain an omnibus
account and the Fund will reimburse PMFS for amounts paid by PMFS to any
such entity (i) 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 or (ii) an asset-based
fee, 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. Such entities shall maintain records relating to each beneficial
shareholder account that underlies the omnibus account maintained by PMFS.
3. Schedule A to the Agreement is replaced by the new Schedule A.
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.
XXXXXXXX-XXXXXXXXX FUND, INC. PRUDENTIAL MUTUAL FUND
SERVICES LLC
By: /s/ Xxxxxx X. Xxxxx By: /s/ Hansjerg X. Xxxxxxxxx
-------------------------------- ------------------------------
Xxxxxx X. Xxxxx Hansjerg X. Xxxxxxxxx
Vice President Vice President
Attest: /s/ Xxxxxxx X. Docs Attest: /s/ Xxxxxxx X. Xxxxxx
---------------------------- --------------------------
Xxxxxxx X. Docs, Secretary Xxxxxxx X. Xxxxxx
Secretary
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Schedule A
Prudential Mutual Fund Services LLC
Fee Schedule
Fee Information for Services as
Transfer Agent, Dividend Disbursing Agent
and Shareholder Servicing Agent
General - Fees are based on an annual per shareholder account charge for account
maintenance plus out-of-pocket expenses. In addition, there is a one time set-up
charge per account for manually established accounts and a monthly charge for
inactive zero balance accounts.
Annual Maintenance Charges - The annual maintenance charge includes the
processing of all transactions and correspondence. The fee is billable on a
monthly basis at the rate of 1/12 of the annual fee. A charge is made for an
account in the month that an account opens or closes.
Annual Maintenance Per Account Fee $9.00
Other Charges
New Account Set-up Fee for Manually $2.00
Established Accounts
Monthly Inactive Zero Balance Account Fee $.20
Out-of-Pocket Expenses - out-of-pocket expenses include but are not limited to:
postage, stationery and printing, allocable communication costs, microfilm,
microfiche, and expenses incurred at the specific direction of the Fund.
Payment - An invoice will be presented to the Fund or other relevant entity on a
monthly basis assessing the Fund or other relevant entity the appropriate fee
and out-of-pocket expenses.
Asset-Based Fee - Under Article 8 of the Agreement, in connection with
sub-accounting and record-keeping services provided, PMFS may pay an
all-inclusive asset-based fee to sub-contracted service providers in an amount
not to exceed, annually, 0.15% of the average daily net asset value of accounts
underlying the omnibus account. Such fee may be increased only after advising
the Board of Directors of the Fund.
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