Exhibit-99.(h)(2)
AMENDMENT TO TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment to the Transfer Agency and Service Agreement
("Amendment") by and between the Prudential and Strategic Partners Mutual Funds
delineated on attached Exhibit A (a "Fund" or the "Funds") and Prudential Mutual
Fund Services LLC (successor to Prudential Mutual Fund Services, Inc.) ("PMFS")
is entered into as of September 4, 2002.
WHEREAS, the Funds and PMFS have entered into Transfer Agency and
Service Agreements (the "Agreements") pursuant to which PMFS serves as transfer
agent, dividend disbursing agent and shareholder servicing agent for the Funds;
and
WHEREAS, the Funds and PMFS desire to amend the Agreements to reflect
PMFS' ability to subcontract services to be performed under the Agreements to
non-affiliated as well as affiliated service providers that may, in turn,
subcontract such services to other service providers; and
WHEREAS, the Funds and PMFS desire to amend the Agreements 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 Agreements to reflect
the Funds' 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 Agreements are amended
as follows:
1. Section 8.03 of the Agreements 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.
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
attached hereto as Exhibit B.
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 AND STRATEGIC PARTNERS PRUDENTIAL MUTUAL FUND
MUTUAL FUNDS (AS LISTED ON SERVICES LLC
ATTACHED EXHIBIT A)
By: /s/ Xxxxxx X. Xxxxx By: /s/ Hansjerg X. Xxxxxxxxx
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Xxxxxx X. Xxxxx Hansjerg X. Xxxxxxxxx
Vice President Vice President
Attest: /s/ Xxxxxxxxxx X.X. Xxxxxxxx Attest: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxxxxx X.X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxxxx
or Assistant Secretary Secretary
