AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and between
Prudential Tax-Managed Equity Fund (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.
PRUDENTIAL TAX-MANAGED ATTEST:
EQUITY FUND
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxxxxx X.X. Xxxxxxxx
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Xxxxxx X. Xxxxx Xxxxxxxxxx X.X. Xxxxxxxx
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
