THE PRUDENTIAL INSTITUTIONAL FUND
Transfer Agency and Service Agreement
between
Prudential Mutual Fund Management, Inc.
and
Prudential Mutual Fund Services, Inc.
TABLE OF CONTENTS
Article 1 Terms of Appointment; Duties of PMFS .......................... 4
Article 2 Reimbursement of Expenses ..................................... 7
Article 3 Duty of Care .................................................. 8
Article 4 Documents and Covenants
of the Administrator and PMFS ................................. 10
Article 5 Termination of Agreement ...................................... 12
Article 6 Assignment .................................................... 12
Article 7 Affiliations .................................................. 13
Article 8 Amendment ..................................................... 14
Article 9 Applicable Law ................................................ 14
Article 10 Miscellaneous ................................................. 14
Article 11 Merger of Agreement ........................................... 16
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 30th day of October, 1992 by and between
PRUDENTIAL MUTUAL FUND MANAGEMENT, INC., a Delaware corporation, having its
principal office and place of business at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the Administrator or PMF), and PRUDENTIAL MUTUAL FUND SERVICES, INC., a
New Jersey corporation, having its principal office and place of business at
Xxxxxxx Xxxxx Xxx, Xxxxxx, Xxx Xxxxxx 00000 (the Agent or PMFS).
W I T N E S S E T H
WHEREAS, the Administrator has entered into an Administration, Transfer
Agency and Service Agreement, dated October 30, 1992 (the Administration
Agreement), with The Prudential Institutional Fund (the Trust), a Delaware
business trust and a diversified, open-end management investment company
registered under the Investment Company Act of 0000 (xxx 0000 Xxx), pursuant to
which PMF will provide certain administrative services and act as transfer
agent, dividend disbursing agent and shareholder servicing agent of the Trust;
WHEREAS, the shares of beneficial interest of the Trust are divided into
separate series or portfolios (each a Fund), each of which is established
pursuant to a resolution of the Trustees of the Trust, and the Trustees may from
time to time terminate such
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Funds or establish and terminate additional Funds;
WHEREAS, the shares of beneficial interest of the Trust are being offered
exclusively to qualified retirement programs through their plan sponsors or
administrators and to other institutional investors;
WHEREAS, the Administrator desires to retain PMFS to act as transfer agent,
dividend disbursing agent and shareholder servicing agent for the Trust and PMFS
is willing to act as transfer agent, dividend disbursing agent and shareholder
servicing agent on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of PMFS
1.01 Subject to the terms and conditions set forth in this Agreement, the
Administrator hereby employs and appoints PMFS to act as, and PMFS agrees to act
as, the transfer agent for the authorized and issued shares of beneficial
interest of each Fund of the Trust, $.00l par value (Shares), and as dividend
disbursing agent and shareholder servicing agent of the Trust or any Fund
thereof in accordance with the prospectus and statement of additional
information (prospectus) of the Trust, as amended from time to time.
Shareholders of the Trust will include only qualified retirement programs and
other institutional investors (Programs) and Shares will be held in omnibus
accounts at the
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Transfer Agent in the name of the shareholder of record (Shareholder). It is
understood that the Transfer Agent is authorized to communicate with and receive
instructions from Program sponsors and administrators and that the Transfer
Agent will not recognize or communicate with individual employees participating
in a Program.
1.02 PMFS agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement among the Administrator, PMFS and the Trust, PMFS shall:
(i) Receive for acceptance, orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation therefor to the Custodian of the
Trust authorized pursuant to the Trust's Declaration of Trust (the Custodian);
(ii) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption directions
and deliver the appropriate documentation therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption, pay over or cause to be paid over
in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
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(vi) Prepare and transmit payments for dividends and distributions declared
by the Trust;
(vii) Maintain records of account for and advise the Trust and its
Shareholders as to the foregoing; and
(viii) Record the issuance of Shares of the Trust and maintain pursuant to
Rule l7Ad-l0(e) under the Securities Exchange Act of 1934 (1934 Act) a record of
the total number of Shares of the Trust which are authorized, issued and
outstanding. When recording the issuance of Shares, PMFS shall have no
obligation to take cognizance of any Blue Sky laws relating to the issue or sale
of such Shares, which functions shall be the sole responsibility of the Trust.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), PMFS shall perform the customary services of a transfer agent,
dividend disbursing agent and, as relevant, shareholder servicing agent,
including but not limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating proxies,
mailing Shareholder reports and prospectuses to current Shareholders, preparing
and filing appropriate forms required with respect to dividends and
distributions by federal tax authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for Shareholders
and providing Shareholder account information.
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(c) PMFS may also provide such additional services and functions not
specifically described herein as may be mutually agreed between PMFS and the
Administrator and set forth in Schedule B hereto. Procedures applicable to
certain of these services may be established from time to time by agreement
between the Administrator and PMFS.
Article 2 Reimbursement of Expenses
2.01 The Administrator agrees to reimburse PMFS for out-of-pocket expenses
incurred by PMFS for the items set out in Schedule A attached hereto. In
addition, any other expenses incurred by PMFS at the request or with the consent
of the Trust will be reimbursed by the Administrator.
Article 3 Duty of Care
3.01 PMFS shall not be liable for any error of judgment or for any loss
suffered by the Administrator or the Trust in connection with the matters to
which this agreement relates except a loss resulting from willful misfeasance,
bad faith or gross negligence on the Agent's part in the performance of its
duties or from its reckless disregard of its obligations and duties under this
Agreement.
3.02 PMFS shall not be responsible for any losses arising out of or
attributable to:
(a) the reliance on or use by PMFS or its agents or subcontractors of
information, records and documents which (i) are
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received by PMFS or its agents or subcontractors and furnished to it by or on
behalf of the Trust, and (ii) have been prepared and/or maintained by the Trust
any other person or firm on behalf of the Trust.
(b) The reliance on, or the carrying out by PMFS or its agents or
subcontractors of, any instructions or requests of the Trust.
(c) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities or Blue Sky laws of any
State or other jurisdiction that such Shares be registered in such State or
other jurisdiction or in violation of any stop order or other determination or
ruling by any federal agency or any State or other jurisdiction with respect to
the offer or sale of such Shares in such State or other jurisdiction.
3.03 At any time PMFS may apply to any officer of the Trust for
instructions, and may consult with legal counsel, with respect to any matter
arising in connection with the services to be performed by PMFS under this
Agreement, and PMFS and its agents or subcontractors shall not be liable for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. PMFS, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf
of the Trust, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents
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provided to PMFS or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the Trust, and shall
not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Trust.
3.04 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
3.05 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
Article 4 Documents and Covenants of the Administrator and PMFS
4.01 The Administrator shall promptly furnish to PMFS the following:
(a) The current registration statements and any amendments and supplements
thereto filed with the SEC pursuant to the requirements of the 1933 Act and the
1940 Act;
(b) All account application forms or other documents relating to
Shareholder accounts; and
(d) Such other certificates, documents or opinions as the Agent deems to be
appropriate or necessary for the proper performance of its duties.
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4.02 PMFS hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Trust for safekeeping of check forms and facsimile
signature imprinting devices, if any, and for the preparation or use, and for
keeping account of, such forms and devices.
4.03 PMFS shall prepare and keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the 1940 Act, and the Rules and Regulations
thereunder, PMFS agrees that all such records prepared or maintained by PMFS
relating to the services to be performed by PMFS hereunder are the property of
the Trust and will be preserved, maintained and made available in accordance
with such Section 31 of the 1940 Act, and the Rules and Regulations thereunder,
and will be surrendered promptly to the Trust on and in accordance with its
request.
4.04 PMFS and the Administrator agree that all books, records, information
and data pertaining to the business of the Trust which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential and shall not be voluntarily disclosed to any other person except
as may be required by law or with the prior consent of the parties.
4.05 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, PMFS will endeavor to notify the Trust and to
secure instructions from an authorized officer of the Trust as to such
inspection. PMFS reserves the right, however, to exhibit the Shareholder records
to any person
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whenever it is advised by its counsel that it may be held liable for the failure
to exhibit the Shareholder records to such person.
Article 5 Termination of Agreement
5.01 This Agreement may be terminated by either party upon sixty (60) days
written notice to the other.
5.02 Should the right to terminate be exercised by the Administrator or
should the Administration Agreement be terminated by the Trust, all
out-of-pocket expenses associated with the movement of records and other
materials will be borne by the Trust. Additionally, PMFS reserves the right to
charge for any other reasonable fees and expenses associated with such
termination.
Article 6 Assignment
6.01 Except as provided in Section 6.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
6.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
6.03 PMFS may, in its sole discretion and without further consent by the
Trust, 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) any Prudential Securities or Prudential
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subsidiary or affiliate duly registered as a broker-dealer and/or a transfer
agent pursuant to the 1934 Act or (iv) any other Prudential Securities or
Prudential affiliate or subsidiary; provided, however, that PMFS shall be as
fully responsible to the Administrator and the Trust for the acts and omissions
of any agent or subcontractor as it is for its own acts and omissions.
Article 7 Affiliations
7.01 PMFS may now or hereafter, without the consent of or notice to the
Trust, function as Transfer Agent and/or Shareholder Servicing Agent for any
other investment company registered with the SEC under the 1940 Act, including
without limitation any investment company whose adviser, administrator, sponsor
or principal underwriter is or may become affiliated with Prudential Securities
and/or Prudential or any of its or their direct or indirect subsidiaries or
affiliates.
7.02 It is understood and agreed that the Trustees, officers, employees,
agents and Shareholders of the Trust, and the directors, officers, employees,
agents and shareholders of the Trust's investment adviser and/or distributor,
are or may be interested in the Agent as directors, officers, employees, agents,
shareholders or otherwise, and that the directors, officers, employees, agents
or shareholders of the Agent may be interested in the Trust as Trustees,
officers, employees, agents, Shareholders or otherwise, or in the investment
adviser and/or distributor as officers, directors, employees, agents,
shareholders or otherwise.
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Article 8 Amendment
8.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Trustees of the Trust.
Article 9 Applicab1e Law
9.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New Jersey.
Article 10 Miscellaneous
10.01 In the event that any check or other order for payment of money on
the account of any Shareholder or new investor is returned unpaid for any
reason, PMFS will (a) give prompt notification to the Trust's distributor
(Distributor) of such non-payment; and (b) take such other action, including
imposition of a reasonable processing or handling fee, as PMFS may, in its sole
discretion, deem appropriate or as the Trust and the Distributor may instruct
PMFS.
10.02 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Administrator, the Trust, or PMFS shall
be sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
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To PMFS:
Prudential Mutual Fund Services, Inc.
Xxxxxxx Xxxxx Xxx
Xxxxxx, XX 00000
Attention: President
To the Administrator:
Prudential Mutual Fund Management, Inc.
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
With Copies to:
The Manager:
Prudential Institutional Fund Management, Inc.
X.X. Xxxxxxxx Office Park
30 X.X. Xxxxxx Drive
Moosic, PA 18507-1796
Attention: President
The Trust:
Prudential Institutional Fund
Prudential Xxxxx
Xxxxxx, XX 00000
Attention: President
Article 11 Merger of Agreement
11.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed of the day and year first above written.
PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.
BY: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
PRUDENTIAL MUTUAL FUND SERVICES, INC.
BY: /s/ Xxxx Xxxxxxxx
------------------------------------------
Xxxx Xxxxxxxx
Chairman and Chief Executive Officer
Agreed to and Acknowledged By:
THE PRUDENTIAL INSTITUTIONAL FUND
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
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SCHEDULE A
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SCHEDULE B
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