For the Annual period ended 12/31/97
File Number 811-7064
SUB-ITEM 77Q-1(e)
THE TARGET PORTFOLIO TRUST
(International Bond Portfolio)
SUBADVISORY AGREEMENT
Agreement made as of this _____ day of
___________28th day of August, 1997, between
Prudential Investments Fund Management LLC
(PIFM or the Manager), a Delaware Corporation,
and [Name of Adviser] (the Adviser), a
[corporation, partnership, LLC etc.]Delaware
International Advisers Ltd. (the Adviser), a
company organized under the laws of
[Jurisdiction]England.
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 1940 (the 1940 Act), pursuant
to which PIFM will act 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 desires to retain
the Adviser to provide investment advisory
services to the International Bond Portfolio
of the Trust (the Portfolio) in connection
with the management of the Trust and the
Adviser is willing to render such investment
advisory services.
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 the
investment operations of the Portfolio
and the composition of its 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") as
delivered to the Adviser from time to
time by the Manager and subject to the
following understandings:
(i) The Adviser shall provide
supervision of the Portfolio's
investments and 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 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 as provided to the Adviser
by the Manager in the Directory of Fund
Organization Documents, Agreements and
Procedures and with the written
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
contraccommodities or other assets to be
purchased or sold by the Portfolio and
will place orders pursuant to its
determination with or through such
persons, brokers, dealers or futures
commission merchants (including but not
limited to Prudential Securities
Incorporated) 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 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 efficienbest
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
may 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
efficienbest execution. Therefore, the
Adviser is authorized to place orders for
the purchase and sale of securities and
commodities or other assets 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,
commodity or other asset 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, commodities or
other assets to be sold or purchased in
order to obtain the most favorable price
or lower brokerage commissions and
efficienbest execution. In such event,
allocation of the securities, commodities
or other assets 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-1
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 Portfolio's
assets 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 of its affiliated persons (as
defined in the 1940 Act),it shall not,
fund,during the term of this Agreement
and for the period of one year after the
termination of this Agreement, serve or
accept retention as investment adviser,
investment manager or similar service
provider, with or for the benefit of an
international fixed income fund that is
an during the term of this Agreement and
for the period of one year after the
termination of this Agreement, with or
for the benefit of any investment company
registered under the 1940 Act and that
seeks as a primary market for its shares
asset allocation programs similar in
nature and market to the Prudential
Securities Target Program. For purposes
of this Agreement, an asset allocation
program shall be deemed to be similar in
nature and market to the Prudential
Securities Target Program only if (A)
itit (A) is sponsored by a retail broker-
dealer, (B) provides for the provision of
investment advice to investors wherein
one or more investment companies
sponsored by the retail broker-dealer
serve as potential investment vehicles
into which investment may be recommended,
and (C) is marketed primarily to
investors domiciled in the United States.
In addition, notwithstanding the
foregoing, the provisions of this Section
1(a) (vi) shall be of no further force
and effect 90 days after written notice
to the Adviser by the Trust or the
Manager of the termination of the
Adviser's services hereunder, and
provided further, that nothing herein
shall be deemed to prohibit the Adviser
from continuing to serve in its existing
capacity as investment adviser or
investment manager for its existing
clients.
(b) Services to be furnished by the
Adviser under this Agreement may be
furnished through the medium of any of
its [directors/partners]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 laws and 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 ofreports
prepared in accordance with the compliance
procedures maintained 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.
3. The Manager shall compensate the
Adviser for the services provided and the
expenses assumed pursuant to this Subadvisory
Agreement, a fee at the annual rate of
[.30].30 of 1% of the average daily net assets
of the Portfolio. 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 willful misfeasance, bad faith or gross
negligence on the Adviser's part in the
performance of its duties or from its reckless
disregard of its obligations and duties under
this Agreement.
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 1940 Act) 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 1940 Act) 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/partners]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 dissimilar nature, nor limit 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. Sales literature may be furnished to
the Adviser hereunder by first class or
overnight mailovernight mail or courier
service, facsimile transmission equipment or
hand delivery. or at least ten business days
prior to the intended date of first use.
8. 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.
9. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Parties hereto
have caused this instrument to be executed by
their officers designated below as of the day
and year first above written.
PRUDENTIAL
INVESTMENTS FUND MANAGEMENT LLC
By /s/ Xxxxxx X.
Xxxxx
Xxxxxx X.
Xxxxx
Executive Vice
President
[NAME OF ADVISER]
By
[Name]
[Title]
DELAWARE INTERNATIONAL ADVISERS LTD.
By /s/ Xxx X.
Xxxx
Xxx X. Xxxx
Deputy
Managing Director, Chief
Investment
Officer - Global Fixed Income
