AMENDMENT
AMENDMENT
AMENDMENT made as of February 5, 2024, to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the "TA Agreement"), between each of the investment companies listed in Schedule B hereto including any series thereof (the "Fund") and Prudential Mutual Fund Services LLC ("PMFS"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.
WHEREAS, the parties wish to amend the TA Agreement to revise certain of the fees paid by the Fund for services rendered by PMFS under the TA Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:
1.Effective as of January 1, 2024, Schedule A, as attached to this Amendment, shall replace any prior fee schedule, fee list or similar document for purposes of establishing the fees payable to PMFS by the Fund under the TA Agreement. Schedule A, as attached to this Amendment, shall be made a part of the TA Agreement.
2.Each party represents to the other that this Amendment has been duly executed.
3.This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts, shall, together, constitute only one amendment.
4.This Amendment shall become effective for each Fund as of January 1, 2024, upon execution by the parties hereto. From and after the execution hereof, any reference to the TA Agreement shall be a reference to the TA Agreement as amended hereby. Except as amended hereby, the TA Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Fund and PMFS have caused this Amendment to be executed by their duly authorized representatives, as of the day and year first above written.
EACH FUND LISTED ON SCHEDULE B HERETO
By: |
/s/ Xxxxx Xxxxxxxx |
|
Xxxxx X. Xxxxxxxx |
Title: |
Executive Vice President |
PRUDENTIAL MUTUAL FUND SERVICES LLC
By: |
/s/ Xxxxxxxx Xxxxxxxxx |
|
Hansjerg X. Xxxxxxxxx |
Title: |
Senior Vice President |
1
SCHEDULE A
Prudential Mutual Fund Services LLC
Fee Schedule
General: Fees are based on an annual per shareholder account charge for the Retail Funds or per portfolio charge for the Insurance Funds, as applicable, by BNY for account maintenance; plus reimbursement to PMFS for direct costs plus, as to the Retail Funds, only, a reasonable margin; plus reimbursement to PMFS and BNY for out-of-pocket expenses. In addition, there is an annual charge to the Retail Funds for inactive zero balance accounts.
Account Maintenance Charge: The annual account maintenance charge is billable to the Fund monthly at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens or closes.
Annual Maintenance Per Account Fee or Per Portfolio Fee, as applicable
Retail Funds |
|
|
Active direct |
$ |
5.00 per account, per annum for the first 1.2 million accounts, plus |
Active direct |
$ |
4.85 per account, per annum for accounts in excess of 1.2 million |
Active NSCC level III |
$ |
3.00 per account, per annum |
Active Simple IRA |
$ |
6.00 per account, per annum |
Active QP account |
$ |
16.00 per account, per annum |
Inactive account+ |
$ |
0.25 per account, per annum |
Insurance Funds |
|
|
Insurance Funds |
$ |
4,800.00 per active Portfolio, effective June 1, 2017 |
+An inactive account is defined as having a zero balance with no dividend payable. Inactive accounts are typically purged on a quarterly basis. However, data is kept online for at least 18 months for year-end tax reporting. The inactive account fee does not apply to the Insurance Funds.
Direct Costs: Direct costs of PMFS allocated to the Fund are based on the number of open accounts, are billable to the Fund plus a reasonable margin of 10%, and include but are not limited to the services set forth in Section 1.02 of the Agreement.
In addition:
•The Information Technology and Corporate Expenses allocated to PMFS shall be shared with 50% paid by the Advisor and 50% paid by the Funds.
•Each of the Prudential Core Funds and Institutional Money Market Fund pay a fee of $100k per annum to PMFS.
•To ensure the Stock Index Fund maintains a competitive fee structure, Transfer Agent fees have been capped at 13 basis points (bps) for Z shares, with Class I capped at 7 bps.
•With respect to Insurance Funds, PMFS will seek reimbursement for its direct costs in an amount not to exceed $295,000 annually. Direct costs of PMFS are allocated to the Insurance Funds based on the number of active Insurance Funds' Portfolios.
Out-of-Pocket Expenses: Out-of-pocket expenses of PMFS and BNY are billable to the Fund and
2
include but are not limited to: postage, paper stock, printing, allocable communication costs, data storage and expenses incurred at the specific direction of the Fund.
Fund Specific Out-of-Pocket Fees
Liquidity Fees & Gates: $75,000 per annum billed monthly at 1/12th the rate
PGIM Private Real Estate Fund, Inc.: $10,000 per annum billed monthly at 1/12th the rate
PGIM Credit Income Fund: $10,000 per annum billed monthly at 1/12th the rate
Payment: Invoices will be presented to the Fund on a monthly basis assessing the Fund for the appropriate fee and out-of-pocket expenses.
3
SCHEDULE B
Retail – PGIM Investments Funds –
PGIM 60/40 Allocation Fund PGIM Absolute Return Bond Fund PGIM Balanced Fund
PGIM California Muni Income Fund PGIM Core Bond Fund
PGIM Core Conservative Bond Fund
PGIM Core Government Money Market Fund PGIM Core Short-Term Bond Fund
PGIM Core Ultra Short Bond Fund PGIM Corporate Bond Fund
PGIM Emerging Markets Debt Hard Currency Fund PGIM Emerging Markets Debt Local Currency Fund PGIM ESG High Yield Fund
PGIM ESG Short Duration Multi-Sector Bond Fund PGIM ESG Total Return Bond Fund
PGIM Floating Rate Income Fund PGIM Global Real Estate Fund
PGIM Global Total Return (USD Hedged) Fund PGIM Global Total Return Fund
PGIM Government Income Fund
PGIM Government Money Market Fund PGIM High Yield Fund
PGIM Income Builder Fund
PGIM Institutional Money Market Fund PGIM Xxxxxxxx Blend Fund
PGIM Xxxxxxxx Diversified Growth Fund
PGIM Xxxxxxxx Emerging Markets Equity Opportunities Fund PGIM Xxxxxxxx Financial Services Fund
PGIM Xxxxxxxx Focused Growth Fund
PGIM Xxxxxxxx Focused Value Fund
PGIM Xxxxxxxx Global Equity Income Fund
PGIM Xxxxxxxx Global Infrastructure Fund
PGIM Xxxxxxxx Global Opportunities Fund PGIM Xxxxxxxx Growth Fund
PGIM Xxxxxxxx Health Sciences Fund
PGIM Xxxxxxxx International Opportunities Fund
PGIM Xxxxxxxx International Small-Mid Cap Opportunities Fund PGIM Xxxxxxxx Mid-Cap Growth Fund
PGIM Xxxxxxxx MLP Fund
PGIM Xxxxxxxx Natural Resources Fund
PGIM Xxxxxxxx NextGeneration Global Opportunities Fund PGIM Xxxxxxxx Rising Dividend Fund
PGIM Xxxxxxxx Small Company Fund
4
PGIM Xxxxxxxx Small-Cap Core Equity Fund PGIM Xxxxxxxx Technology Fund
PGIM Xxxxxxxx Utility Fund
PGIM Xxxxxxxx Value Fund PGIM Muni High Income Fund PGIM National Muni Fund
PGIM Quant Solutions Commodity Strategies Fund PGIM Quant Solutions Emerging Markets Equity Fund
PGIM Quant Solutions International Developed Markets Index Fund PGIM Quant Solutions International Equity Fund
PGIM Quant Solutions Large-Cap Core Fund
PGIM Quant Solutions Large-Cap Index Fund
PGIM Quant Solutions Large-Cap Value Fund
PGIM Quant Solutions Mid-Cap Index Fund
PGIM Quant Solutions Mid-Cap Value Fund
PGIM Quant Solutions Small-Cap Value Fund PGIM Real Assets Fund
PGIM Real Estate Income Fund
PGIM Securitized Credit Fund
PGIM Select Real Estate Fund
PGIM Short Duration High Yield Income Fund
PGIM Short Duration Multi-Sector Bond Fund PGIM Short Duration Muni Fund
PGIM Short-Term Corporate Bond Fund PGIM Strategic Bond Fund
PGIM Target Date 2015 Fund
PGIM Target Date 2020 Fund
PGIM Target Date 2025 Fund
PGIM Target Date 2030 Fund
PGIM Target Date 2035 Fund
PGIM Target Date 2040 Fund
PGIM Target Date 2045 Fund
PGIM Target Date 2050 Fund
PGIM Target Date 2055 Fund
PGIM Target Date 2060 Fund
PGIM Target Date 2065 Fund PGIM Target Date Income Fund PGIM TIPS Fund
PGIM Total Return Bond Fund PGIM US Real Estate Fund
PGIM Xxxxxxxx Systematic Absolute Return Fund
Alternative Funds –
PGIM Private Real Estate Fund, Inc.
PGIM Credit Income Fund
Insurance Funds –
5
AST Academic Strategies Asset Allocation Portfolio
AST Advanced Strategies Portfolio
AST Balanced Asset Allocation Portfolio
AST Bond Portfolio 2023
AST Bond Portfolio 2024
AST Bond Portfolio 2025
AST Bond Portfolio 2026
AST Bond Portfolio 2027
AST Bond Portfolio 2028
AST Bond Portfolio 2029
AST Bond Portfolio 2030
AST Bond Portfolio 2031
AST Bond Portfolio 2032
AST Bond Portfolio 2033
AST Bond Portfolio 2034
AST Bond Portfolio 2035
AST Capital Growth Asset Allocation Portfolio
AST Clearbridge Dividend Growth Portfolio
AST Xxxxx & Steers Realty Portfolio
AST Core Fixed Income Portfolio
AST Emerging Markets Equity Portfolio
AST Global Bond Portfolio
AST Government Money Market Portfolio
AST High Yield Portfolio
AST International Equity Portfolio
AST Investment Grade Bond Portfolio
AST X.X. Xxxxxx Fixed Income Central Portfolio
AST X.X. Xxxxxx Tactical Preservation Portfolio
AST JPMorgan Global Thematic Portfolio
AST Large-Cap Core Portfolio
AST Large-Cap Growth Portfolio
AST Large-Cap Value Portfolio
AST MFS Global Equity Portfolio
AST Mid-Cap Growth Portfolio
AST Mid-Cap Value Portfolio
AST Multi-Sector Fixed Income Portfolio
AST PGIM Fixed Income Central Portfolio
AST Preservation Asset Allocation Portfolio
AST Prudential Growth Allocation Portfolio
AST Quantitative Modeling Portfolio
AST Small-Cap Growth Portfolio
AST Small-Cap Value Portfolio
AST X. Xxxx Price Asset Allocation Portfolio
AST X. Xxxx Price Fixed Income Central Portfolio
AST X. Xxxx Price Growth Opportunities Portfolio
AST X. Xxxx Price Natural Resources Portfolio
AST Target Maturity Central Portfolio
PSF Global Portfolio
PSF Mid-Cap Growth Portfolio
6
PSF Natural Resources Portfolio PSF PGIM 50/50 Balanced Portfolio PSF PGIM Flexible Managed Portfolio PSF PGIM Government Income Portfolio
PSF PGIM Government Money Market Portfolio PSF PGIM High Yield Bond Portfolio
PSF PGIM Xxxxxxxx Blend Portfolio
PSF PGIM Xxxxxxxx Growth Portfolio
PSF PGIM Xxxxxxxx Value Portfolio PSF PGIM Total Return Bond Portfolio PSF Small-Cap Stock Index Portfolio PSF Stock Index Portfolio
7
