AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and
between PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, 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:
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 active 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.
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IN WITNESS WHEROF, 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 INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
ATTEST:
By: /S/ JOHN R. STRANGFELD, JR. By: /S/ ROBERT C. ROSSELOT
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John R. Strangfeld, Jr. Robert C. Rosselot
President Secretary
PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTEST:
By: /S/ BRIAN W. HENDERSON By: /S/ WILLIAM V. HEALEY
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Brian W. Henderson William V. Healey
President Secretary
