Exhibit (H)(3)
AMENDMENT TO TRANSFER AGENCY
AND SERVICE AGREEMENT
* * *
This Amendment to the Transfer Agency and Service Agreement ("Amendment")
by and between the Prudential and Strategic Partners Mutual Funds delineated on
attached Exhibit A (a "Fund" or the "Funds") and Prudential Mutual Fund Services
LLC (successor to Prudential Mutual Fund Services, Inc.) ("PMFS") is entered
into as of September 4, 2002.
Whereas, the Funds and PMFS have entered into Transfer Agency and Service
Agreements (the "Agreements") pursuant to which PMFS serves as transfer agent,
dividend disbursing agent and shareholder servicing agent for the Funds; and
Whereas, the Funds and PMFS desire to amend the Agreements to reflect PMFS'
ability to subcontract services to be performed under the Agreements to
non-affiliated as well as affiliated service providers that may, in turn,
subcontract such services to other service providers; and
Whereas, the Funds and PMFS desire to amend the Agreements to reflect
PMFS's ability to enter into agreements with and pay, directly and indirectly,
sub-accounting and record-keeping fees to non-affiliated service providers
relating to shares held by beneficial owners through omnibus accounts maintained
by PMFS; and
Whereas, the Funds and PMFS desire to amend the Agreements to reflect the
Funds' agreement to reimburse PMFS for the above-referenced sub-accounting and
record-keeping fees paid, directly or indirectly, to non-affiliated service
providers.
Now, Therefore, for and in consideration of the continuation of the
Agreement, and other good and valuable consideration, the Agreements are amended
as follows:
1. Section 8.03 of the Agreements is replaced by the following new Section
8.03:
8.03. PMFS may, in its sole discretion and without further consent by
the Fund, 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) Pruco Securities Corporation, a
registered broker-dealer, (iv) any Prudential Securities or Prudential
subsidiary or affiliate duly registered as a broker-dealer and/or a
transfer agent pursuant to the 1934 Act, (v) any other Prudential
Securities or Prudential affiliate or subsidiary otherwise lawfully
permitted to perform the services subcontracted hereunder, or (vi) any
non-affiliated entity duly registered as a broker-dealer and/or transfer
agent or otherwise lawfully permitted to perform the services subcontracted
hereunder. It is understood that Prudential may, in turn, subcontract, in
whole or in part, the performance of its obligations and duties hereunder
to another entity lawfully permitted to perform such obligations and
duties.
2. Section 8.04 of the Agreements is replaced by the following new
Section 8.04:
8.04. PMFS may enter into agreements with any person or entity
referenced in Section 8.03 hereof whereby PMFS will maintain an omnibus
account and the Fund will reimburse PMFS for amounts paid by PMFS to any
such entity (i) 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 or (ii) an asset-based
fee, 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. Such entities shall maintain records relating to each beneficial
shareholder account that underlies the omnibus account maintained by PMFS.
3. Schedule A to the Agreement is replaced by the new Schedule A attached
hereto as Exhibit B.
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 AND STRATEGIC PARTNERS PRUDENTIAL MUTUAL FUND
MUTUAL FUNDS (AS LISTED ON SERVICES LLC
ATTACHED EXHIBIT A)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ Hansjerg ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Hansjerg ▇. ▇▇▇▇▇▇▇▇▇
Vice President Vice President
Attest: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or Assistant Secretary Secretary