Prudential Investment Portfolios 3 Sample Contracts

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Exhibit 99.(h) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 21st, 2000 • Strategic Partners Series • New Jersey
FORM OF
Strategic Partners Series • March 27th, 2000 • Massachusetts
BY-LAWS OF
Strategic Partners Series • March 27th, 2000
PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly, JennisonDryden Opportunity Funds) Prudential Jennison Market Neutral Fund Subadvisory Agreement
Subadvisory Agreement • February 1st, 2010 • Jennisondryden Opportunity Funds • New York

Agreement made as of this day of April, 2010 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jennison Associates LLC (the Subadviser or Jennison), a Delaware limited liability company.

PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly, JennisonDryden Opportunity Funds) Distribution Agreement
Distribution Agreement • February 1st, 2010 • Jennisondryden Opportunity Funds • New Jersey

Amended and restated Agreement made as of April , 2010 to the Agreement made as of May 29, 2008, between Prudential Investment Portfolios 3 (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

PRUDENTIAL INVESTMENT PORTFOLIOS 3 PGIM Wadhwani Systematic Absolute Return Fund MANAGEMENT AGREEMENT
Management Agreement • September 28th, 2021 • Prudential Investment Portfolios 3 • New York

Agreement made the 16th day of September, 2021, between Prudential Investment Portfolios 3, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Wadhwani Systematic Absolute Return Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

Exhibit (a)(1) AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • February 1st, 2000 • Strategic Partners Series • Delaware
WITNESSETH
Distribution Agreement • July 21st, 2000 • Strategic Partners Series • New Jersey
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PRUDENTIAL INVESTMENT PORTFOLIOS 3 PGIM Wadhwani Systematic Absolute Return Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2021 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 16th day of September, 2021 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company and QMA Wadhwani LLP (the “Subadviser”), a limited liability partnership established in England and Wales.

PRUDENTIAL INVESTMENT PORTFOLIOS 3 Prudential Global Absolute Return Bond Fund MANAGEMENT AGREEMENT
Management Agreement • November 3rd, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made the 1st day of October, 2015, between Prudential Investment Portfolios 3, a Delaware business trust (the Trust), on behalf of its series, the Prudential Global Absolute Return Bond Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

ARTICLE I DEFINITIONS
Custody Agreement • April 30th, 2003 • Strategic Partners Opportunity Funds • New York
PRUDENTIAL INVESTMENT PORTFOLIOS 3 Prudential Global Absolute Return Bond Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • November 3rd, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 1st day of October 2015 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM), a New Jersey corporation.

AMENDMENT
Prudential Investment Portfolios 3 • April 20th, 2015

Amendment made as of April 1, 2015 to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

PRUDENTIAL REAL ASSETS SUBSIDIARY, LTD. A wholly-owned subsidiary of Prudential Real Assets Fund, a series of Prudential Investment Portfolios 3 MANAGEMENT AGREEMENT
Management Agreement • September 27th, 2010 • Prudential Investment Portfolios 3 • New York

Agreement made the th day of December, 2010 between Prudential Real Assets Subsidiary, Ltd. (the Fund), a Cayman Islands exempt company and a wholly-owned subsidiary of Prudential Real Assets Fund, a series of Prudential Investment Portfolios 3 (the Real Asset Fund), and Prudential Investments LLC, a New York limited liability company (the Manager).

SUBADVISORY AGREEMENT
Agreement • March 3rd, 2014 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 14th day of December 2010 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM or the Subadviser), a New Jersey corporation.

PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly JennisonDryden Opportunity Funds) Prudential Real Assets Fund SUBADVISORY AGREEMENT
Fund   Subadvisory Agreement • April 30th, 2012 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 30th day of September, 2011 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jefferies Asset Management, LLC (Jefferies or the Subadviser), a Delaware limited liability company. WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) dated December 1, 2010, with Prudential Investment Portfolios 3, a Delaware business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PI act as Manager of the Prudential Real Assets Fund (the Fund), a non-diversified series of the Trust; and WHEREAS, the Manager, acting pursuant to the Management Agreement, desire to retain the Subadviser to provide investment advisory services to the Fund and to manage such portion of the Fund as the Manager shall from time to time direct, and the Subadviser is willing to render such inve

AMENDMENT
Prudential Investment Portfolios 3 • November 3rd, 2015

Amendment made as of October 1, 2015 to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • May 31st, 2006 • Strategic Partners Opportunity Funds

THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A dated July 1, 2005 attached hereto (each a "Fund") and PFPC INC. (“PFPC”). As used herein, the term “Agreement” shall mean this Accounting Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Accounting Services Agreement.

AMENDMENT
Prudential Investment Portfolios 3 • April 20th, 2015

AMENDMENT made as of April 1, 2015 to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the "TA Agreement"), between each of the investment companies listed in Exhibit A hereto including any series thereof (the "Fund") and Prudential Mutual Fund Services LLC ("PMFS"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • February 15th, 2022 • Prudential Investment Portfolios 3 • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the "Agreement"), dated as of January 19, 2022 (the "Effective Date"), is made by and between each registered open-end investment company (each, a "Registrant"), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an "Acquiring Fund" or "Acquired Fund" pursuant to the applicable schedule), each severally and not jointly.

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