<PAGE>
Exhibit (h) (ii)
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT to the Transfer Agency and Service Agreement by and between
PRUDENTIAL EUROPE GROWTH 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:
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.
<PAGE>
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 EUROPE GROWTH FUND, INC.
ATTEST:
By: /s/ John R. Strangfeld, Jr. By: /s/Robert C. Rosselot
--------------------------- ---------------------
John R. Strangfeld, Jr. Robert C. Rosselot
President Secretary
PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTEST:
By: /s/ Brian Henderson By: /s/ William V. Healey
------------------- ---------------------
Brian Henderson William V. Healey
President Secretary
