Exhibit h(2)
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and between
Xxxxxxxx-Xxxxxxxxx Growth Equity 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.
XXXXXXXX-XXXXXXXXX GROWTH EQUITY ATTEST:
FUND, INC.
By: By:
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Xxxxxx X. Xxxxx Xxxxxxx X. Docs
Vice President Secretary
PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTEST:
By: By:
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Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Executive Vice President Secretary
