TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE PRUDENTIAL SERIES FUND, INC.
and
PRUDENTIAL MUTUAL FUND SERVICES LLC
TABLE OF CONTENTS
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Page
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Article 1 Terms of Appointment; Duties of PMFS.........................2
Article 2 Fees and Expenses............................................4
Article 3 Representations and Warranties of PMFS.......................5
Article 4 Representations of Warranties of the Fund....................5
Article 5 Duty of Care and Indemnification.............................6
Article 6 Documents and Covenants of the Fund and PMFS.................9
Article 7 Termination of Agreement....................................10
Article 8 Assignment..................................................10
Article 9 Affiliations................................................11
Article 10 Amendment...................................................11
Article 11 Applicable Law..............................................12
Article 12 Miscellaneous...............................................12
Article 13 Merger of Agreement.........................................12
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TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 8th day of March, 1999 by and between THE
PRUDENTIAL SERIES FUND, INC. a Maryland corporation having its principal office
and place of business at Gateway Center Three, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx
Xxxxxx 00000 (the Fund), and PRUDENTIAL MUTUAL FUND SERVICES LLC, a New Jersey
limited liability corporation, having its principal office and place of business
at Xxxxxxx Xxxxx Xxx, Xxxxxx, Xxx Xxxxxx 00000 (PMFS).
WHEREAS, the Fund desires to appoint PMFS as its transfer agent,
dividend disbursing agent and shareholder servicing agent in connection with
certain other activities, and PMFS desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of PMFS
------------------------------------
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints PMFS to act as, and PMFS agrees
to act as, the transfer agent for the authorized and issued shares of the common
stock of the Fund, dividend disbursing agent and shareholder servicing agent in
connection
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with any accumulation, open-account or similar plans provided to the
shareholders of the Fund or any series thereof (Shareholders) and set out in the
currently effective prospectuses and statement of additional information
(prospectus) of the Fund, including without limitation any periodic investment
plan or periodic withdrawal program.
1.02 PMFS agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and PMFS, PMFS shall:
(i) obtain all properly executed documents necessary to set up accounts on an
omnibus level for customers of The Prudential Insurance Company of
America (Prudential) and of any other insurers that offer the Fund as an
investment option (Outside Insurers);
(ii) maintain accounts in the Fund by insuring orderly and timely processing
of transactions;
(iii) receive and consolidate all transaction requests via transmission, NSCC
or fax;
(iv) notify the Fund's portfolio managers and custodian(s) of all share
activity;
(v) reconcile outstanding shares for each class of each portfolio of the Fund
with the Fund's custodian(s) on a daily basis;
(vi) perform daily accrual tracking;
(vii) monitor and distribute all dividend distributions for the Fund;
(viii) receive payments for trades by the Outside Insurers and forward funds to
or from, as the case may be, the Fund's custodian(s);
(ix) receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation therefor to the Fund's
custodian(s);
(x) reconcile cash for Outside Insurers' trades and dividends;
(xi) price the Fund's shares nightly;
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(xii) produce and mail shareholder statements on a quarterly basis;
(xiii) provide Prudential and its affiliates with on-line access to omnibus
account history and balances;
(xiv) provide annual and semi-annual purchase, redemption and dividend activity
information;
(xv) calculate and distribute 12b-1 fees; and
(xvi) provide customer service to the Outside Insurers.
(b) In addition, the Fund shall (i) identify to PMFS in writing those
transactions and assets to be treated as exempt from Blue Sky reporting for each
State and (ii) verify the establishment of transactions for each State on the
system prior to activation and thereafter monitor the daily activity for each
State. The responsibility of PMFS for the Fund's registration status under the
Blue Sky or securities laws of any State or other jurisdiction is solely limited
to the initial establishment of transactions subject to Blue Sky compliance by
the Fund and the reporting of such transactions to the Fund as provided above
and as agreed from time to time by the Fund and PMFS.
PMFS may also provide such additional services and functions not
specifically described herein as may be mutually agreed between PMFS and the
Fund.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and PMFS.
Article 2 Fees and Expenses
-----------------
2.01 For performance by PMFS pursuant to this Agreement, the
Fund
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agrees to pay PMFS an annual fee of $125,000 and certain out-of-pocket expenses
including, but not limited to, postage, stationery, printing, allocable
communication costs, microfilm or microfiche, and expenses incurred at the
specific direction of the Fund. The fee and out-of-pocket expenses identified
under this Section 2.01 may be changed from time to time subject to mutual
written agreement between the Fund and PMFS.
2.02 The Fund agrees to pay the annual fee and reimbursable
out-of-pocket expenses within a reasonable period of time following the mailing
of the respective billing notice.
Article 3 Representations and Warranties of PMFS
--------------------------------------
PMFS represents and warrants to the Fund that:
3.01 It is a limited liability company duly organized and
existing and in good standing under the laws of New York and it is duly
qualified to carry on its business in each jurisdiction in which it operates.
3.02 It is and will remain registered with the U.S. Securities
and Exchange Commission (SEC) as a Transfer Agent pursuant to the requirements
of Section 17A of the 0000 Xxx.
3.03 It is empowered under applicable laws and by its Operating
Agreement to enter into and perform this Agreement.
3.04 All requisite proceedings have been taken to authorize it
to enter into and perform this Agreement.
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3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to PMFS that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement.
4.03 All proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an investment company registered with the SEC under
the Investment Company Act of 1940, as amended (the 1940 Act).
4.5 A registration statement under the Securities Act of 0000 (xxx 0000 Xxx) is
currently effective, and will remain effective, and appropriate state securities
law notice filings have been made and will continue to be made, with respect to
all shares of the Fund being offered for sale.
Article 5 Duty of Care and Indemnification
--------------------------------
5.01 PMFS shall not be responsible for, and the Fund shall
indemnify and hold PMFS harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of PMFS or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
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(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by PMFS or its agents or subcontractors of
information, records and documents which (i) are received by PMFS or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have
been prepared and/or maintained by the Fund or any other person or firm on
behalf of the Fund.
(d) The reliance on, or the carrying out by PMFS or its agents or
subcontractors of, any instructions or requests of the Fund.
(e) The offer or sale of shares in violation of any requirement under
the federal securities laws or regulations or the securities or Blue Sky laws of
any State or other jurisdiction that notice of such shares be filed in such
State or other jurisdiction or in violation of any stop order or other
determination or ruling by any federal agency or any State or other jurisdiction
with respect to the offer or sale of such shares in such State or other
jurisdiction.
5.02 PMFS shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by PMFS as a result of PMFS' lack of good faith, negligence
or willful misconduct.
5.03 At any time PMFS may apply to any officer of the Fund for
instructions,
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and may consult with legal counsel, with respect to any matter arising in
connection with the services to be performed by PMFS under this Agreement, and
PMFS and its agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in reliance upon
such instructions or upon the opinion of such counsel. PMFS, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to PMFS or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund.
5.04 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in
this Article 5
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shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 Documents and Covenants of the Fund and PMFS
--------------------------------------------
6.01 PMFS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of check forms and
facsimile signature imprinting devices, if any; and for the preparation or use,
and for keeping account of, such forms and devices.
6.02 PMFS shall prepare and keep records relating to the
services to be performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the 1940 Act, and the Rules
and Regulations thereunder, PMFS agrees that all such records prepared or
maintained by PMFS relating to the services to be performed by PMFS hereunder
are the property of the Fund and will be preserved, maintained and made
available in accordance with such Section 31 of the 1940 Act, and the Rules and
Regulations thereunder, and will be surrendered promptly to the Fund on and in
accordance with its request.
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6.03 PMFS and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential and shall not be voluntarily disclosed to
any other person except as may be required by law or with the prior consent of
PMFS and the Fund.
6.04 In case of any requests or demands for the inspection of
the Shareholder records of the Fund, PMFS will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. PMFS reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person.
Article 7 Termination of Agreement
------------------------
7.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days' written notice to the other.
7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and other
materials will be borne by the Fund. Additionally, PMFS reserves the right to
charge for any other reasonable fees and expenses associated with such
termination.
Article 8 Assignment
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8.01 Except as provided in Section 8.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the
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written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
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) 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 or (vi) any other Prudential Securities or
Prudential affiliate or subsidiary; provided, however, that PMFS shall be as
fully responsible to the Fund for the acts and omissions of any agent or
subcontractor as it is for its own acts and omissions.
Article 9 Affiliations
------------
9.01 PMFS may now or hereafter, without the consent of or notice
to the Fund, function as Transfer Agent and/or Shareholder Servicing Agent for
any other investment company registered with the SEC under the 1940 Act,
including without limitation any investment company whose adviser,
administrator, sponsor or principal underwriter is or may become affiliated with
Prudential Securities and/or Prudential or any of its or their direct or
indirect subsidiaries or affiliates.
9.02 It is understood and agreed that the directors, officers,
employees,
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agents and Shareholders of the Fund, and the directors, officers, employees,
agents and shareholders of the Fund's investment adviser and/or distributor, are
or may be interested in PMFS as directors, officers, employees, agents,
shareholders or otherwise, and that the directors, officers, employees, agents
or shareholders of PMFS may be interested in the Fund as directors, officers,
employees, agents, Shareholders or otherwise, or in the investment adviser
and/or distributor as officers, directors, employees, agents, shareholders or
otherwise.
Article 10 Amendment
---------
10.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
Article 11 Applicable Law
--------------
11.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
Jersey.
Article 12 Miscellaneous
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12.01 Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or to PMFS shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
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To the Fund:
The Prudential Series Fund, Inc.
Gateway Center Three - 9th Floor
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxx
Treasurer
To PMFS:
Prudential Mutual Fund Services LLC
Xxxxxxx Xxxxx Xxx
Xxxxxx, XX 00000
Attention: President
Article 13 Merger of Agreement
-------------------
13.01 This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: THE PRUDENTIAL SERIES FUND, INC.
______________________ By: _______________________________
Xxxxx Xxxxxxxxxx Name:
Secretary Title:
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ATTEST: PRUDENTIAL MUTUAL
FUND SERVICES LLC
______________________ By: _______________________________
Name: Name:
Title: Title:
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