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EXHIBIT (h)(2)
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and
between Prudential Diversified Funds (the "Fund") and Prudential Mutual
Fund Services LLC ("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:
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 active 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.
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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 DIVERSIFIED FUNDS ATTEST:
By: /s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxx
President Secretary
PRUDENTIAL MUTUAL FUND SERVICES LLC
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
