Exhibit (h)(2)
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and between
Prudential High Yield Total Return 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:
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.
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 HIGH YIELD TOTAL ATTEST:
RETURN FUND, INC.
By: /s/ XXXXXX X. XXXXX By: /s/ XXXXXXX X. DOCS
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Xxxxxx X. Xxxxx Xxxxxxx X. Docs
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
