1
EXHIBIT 99.(h)(2)
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and
between Prudential International Bond 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.
2
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 INTERNATIONAL ATTEST:
BOND FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
Vice President Secretary
PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTEST:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President Secretary
