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EXHIBIT (d)(2)(x)
THE TARGET PORTFOLIO TRUST
AMENDED AND RESTATED SUBADVISORY AGREEMENT
Agreement made as of the 2nd day of January, 1995, and amended and
restated as of the 1st day of September, 1999, between Prudential Investments
Fund Management LLC (PIFM or the Manager), a New York limited liability
company, and Lazard Asset Management (the Adviser), a division of Lazard
Freres & Co. LLC, a New York limited liability company.
WHEREAS, PIFM has entered into a management agreement (the Management
Agreement) with The Target Portfolio Trust (the Trust), a Delaware business
trust and a diversified open-end management investment company registered under
the Investment Company Act of 0000 (xxx 0000 Xxx), pursuant to which PIFM acts
as Manager of the Trust.
WHEREAS, shares of the Trust are divided into separate series or
portfolios (each a portfolio), each of which is established pursuant to a
resolution of the Trustees of the Trust and the Trustees may from time to time
terminate such portfolios or establish and terminate additional portfolios.
WHEREAS, PIFM has the responsibility of evaluating, recommending,
supervising and compensating investment advisers to each portfolio of the Trust
and shall enter into subadvisory agreements with one or more subadvisers with
respect to the management of the Small Capitalization Value Portfolio of the
Trust (the Portfolio) in connection with the management of the Trust.
WHEREAS, the Manager desires to retain the Adviser to provide
investment advisory services to the Portfolio and to manage such portion of the
Portfolio as the Manager shall from time to time direct and the Adviser is
willing to render such investment advisory services.
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NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and of the
Trustees of the Trust, the Adviser shall manage such portion of the investment
operations of the Portfolio as the Manager shall direct and shall manage the
composition of such portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment objectives,
policies and restrictions as stated in the Prospectus (such Prospectus and
Statement of Additional Information as currently in effect and as amended or
supplemented from time to time, being herein called the "Prospectus") and
subject to the following understandings:
(i) The Adviser shall provide supervision of such portion of
the Portfolio's investments as the Manager shall direct and shall determine
from time to time what investments and securities will be purchased, retained,
sold or loaned by the Portfolio, and what portion of the assets it manages will
be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under
this Agreement, the Adviser shall act in conformity with the Declaration of
Trust, By-Laws and Prospectus of the Trust and the Portfolio and with the
instructions and directions of the Manager and of the Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act, the Internal
Revenue Code of 1986 and all other applicable federal and state laws and
regulations.
(iii) The Adviser shall determine the securities and futures
contracts to be purchased or sold by such portion of the Portfolio and will
place orders with or through such persons, brokers, dealers or futures
commission merchants (including but not limited to Prudential Securities
Incorporated and Lazard Freres & Co. LLC) to carry out the policy with respect
to brokerage as set forth in the Trust's Registration Statement and Prospectus
or as the Trustees may
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direct from time to time. In providing the Portfolio with investment
supervision, it is recognized that the Adviser will give primary consideration
to securing the most favorable price and efficient execution. Within the
framework of this policy, the Adviser may consider the financial
responsibility, research and investment information and other services provided
by brokers, dealers or futures commission merchants who may effect or be a
party to any such transaction or other transactions to which the Adviser's
other clients may be a party. It is understood that Prudential Securities
Incorporated and Lazard Freres & Co. LLC may each be used as principal broker
for securities transactions but that no formula has been adopted for allocation
of the Portfolio's investment transaction business. It is also understood that
it is desirable for the Trust that the Adviser have access to supplemental
investment and market research and security and economic analysis provided by
brokers or futures commission merchants who may execute brokerage transactions
at a higher cost to the Trust than may result when allocating brokerage to
other brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities and futures contracts for the Portfolio with
such brokers or futures commission merchants, subject to review by the Trustees
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers or futures
commission merchants may be useful to the Adviser in connection with the
Adviser's services to other clients.
On occasions when the Adviser deems the purchase or sale of a security
or futures contract to be in the best interest of the Portfolio as well as
other clients of the Adviser, the Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities or futures contracts to be sold or purchased in order
to obtain the most
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favorable price or lower brokerage commissions and efficient execution. In
such event, allocation of the securities or futures contracts so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Adviser in the manner the Adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Trust and to such other
clients.
(iv) The Adviser shall maintain all books and records with
respect to the portfolio transactions required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-l under the 1940 Act and
shall render to the Trustees such periodic and special reports as the Board may
reasonably request.
(v) The Adviser shall provide the Trust's Custodian on each
business day with information relating to all transactions concerning the
portion of the Portfolio's assets it manages and shall provide the Manager with
such information upon request of the Manager.
(vi) The investment management services provided by the
Adviser hereunder are not exclusive, and the Adviser shall be free to render
similar services to others; provided, however, that the Adviser agrees that
neither it, nor any person controlled by it, nor any successor shall serve or
accept retention as investment adviser, investment manager or similar service
provider during the term of this Agreement and for a period of one year after
the termination of this Agreement with or for the benefit of any investment
company registered under the 1940 Act (a) that has as its primary investment
objective capital appreciation by investing in equity securities of companies
domiciled within the United States with total market capitalization of less than
$1 billion, (b) the shares of which are sold primarily through an asset
allocation program which is substantially the same as the Prudential Securities
Target Program, as described in the registration statement filed with the
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Securities and Exchange Commission, and (c) which is sponsored by a "major
retail broker/dealer" as may be agreed from time to time in writing by the
Manager and the Adviser.
(b) Services to be furnished by the Adviser under this Agreement
may be furnished through the medium of any of its directors, officers or
employees.
(c) The Adviser shall keep the Portfolio's books and records
required to be maintained by the Adviser pursuant to paragraph 1(a)(iv) hereof
and shall timely furnish to the Manager all information relating to the
Adviser's services hereunder needed by the Manager to keep the other books and
records of the Trust required by Rule 31a-1 under the 1940 Act. The Adviser
agrees that all records which it maintains for the Portfolio are the property
of the Trust and the Adviser will surrender promptly to the Trust any of such
records upon the Trust's request. The Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to paragraph 1(a) hereof.
(d) The Adviser agrees to maintain adequate compliance procedures
to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940
(Advisers Act) and other applicable state and federal regulations.
(e) The Adviser shall furnish to the Manager copies of all
records prepared in connection with (i) the performance of this Agreement and
(ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof
as the Manager may reasonably request.
2. The Manager shall continue to have responsibility for all
services to be provided to the Portfolio pursuant to the Management Agreement
and shall oversee and review the Adviser's performance of its duties under this
Agreement.
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3. The Manager shall compensate the Adviser for the services
provided and the expenses assumed pursuant to this Subadvisory Agreement, a fee
at an annual rate of .40 of 1% of the average daily net assets of the portion
of the Portfolio managed by the Adviser. This fee will be computed daily and
paid monthly.
4. The Adviser shall not be liable for any error of judgment or
for any loss suffered by the Portfolio, the Trust or the Manager in connection
with the matters to which this Agreement relates, except a loss resulting from
the willful misfeasance, bad faith or gross negligence of the Adviser in the
performance of its duties or from its reckless disregard of its obligations and
duties under this Agreement. Nothing in this Agreement shall be deemed to waive
any rights the Manager or the Trust may have against the Adviser under federal
or state securities laws.
5. This Agreement shall continue in effect for a period of more
than two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Trust at any time, without the payment of any penalty, by the Trustees or by
vote of a majority of the outstanding voting securities (as defined in the 0000
Xxx) of the Portfolio, or by the Manager or the Adviser at any time, without
the payment of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment (as defined in the 0000 Xxx) or upon the
termination of the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right
of any of the Adviser's directors, officers or employees to engage in any other
business or to devote his or her time and attention in part to the management
or other aspects of any business, whether of a similar or a
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dissimilar nature, nor limit or restrict the Adviser's right to engage in any
other business or to render services of any kind to any other corporation,
firm, individual or association, except as described in Paragraph 1(a)(vi)
above.
7. During the term of this Agreement, the Manager agrees to
furnish the Adviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Trust or the public, which refer to the
Adviser in any way, prior to use thereof and not to use material if the Adviser
reasonably objects in writing five business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of the termination of this
Agreement, the manager will continue to furnish the Adviser copies of such
materials which refer to the Adviser. Sales literature may be furnished to the
Adviser hereunder by first class or overnight mail, facsimile transmission
equipment or hand delivery.
8. The Manager has delivered to the Adviser copies of each of
the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust, as filed with the Secretary of
State of Delaware (such Declaration of Trust, as in effect on the date hereof
and as amended from time to time, are herein called the Declaration of Trust);
(b) By-Laws of the Trust (such By-Laws, as in effect on the
date hereof and as amended from time to time, are herein called the By-Laws);
(c) Certified resolutions of the Trustees of the Trust
authorizing the appointment of the Manager and the Adviser and approving the
form of this Agreement;
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(d) Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (the Registration Statement),
as filed with the Securities and Exchange Commission (the Commission) relating
to the Portfolio and shares of beneficial interest of the Portfolio and all
amendments thereto;
(e) Notification of Registration of the Trust under the
1940 Act on Form N-8A as filed with the Commission and all amendments thereto;
and
(f) Prospectus of the Portfolio (such Prospectus and
Statement of Additional Information, as currently in effect and as amended or
supplemented from time to time, being herein called the Prospectus).
9. This Agreement may be amended by mutual consent, but the
consent of the Trust must be obtained in conformity with the requirements of
the 1940 Act.
10. This Agreement shall be governed by the laws of the State of
New York.
11. The Adviser agrees to notify the Manager of any change in the
membership of the Adviser within a reasonable time following such change. The
Manager agrees that the Adviser may refrain from providing any advice or
services concerning securities of companies of which any officers, directors,
partners or employees of the Adviser or any of the Adviser's affiliates are
officers or directors, or of companies for which the Adviser or any of the
Adviser's affiliates act as financial adviser, investment manager or in any
capacity that the adviser deems confidential, unless the Adviser determines in
its sole discretion that it may appropriately do so. The Manager appreciates
that, for good commercial and legal reasons, material nonpublic information
which becomes available to affiliates of the Adviser through these
relationships cannot be passed on to the Manager.
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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year set forth
above.
PRUDENTIAL INVESTMENTS FUND
MANAGEMENT LLC.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Executive Vice President
LAZARD ASSET MANAGEMENT
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
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