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EXHIBIT 5(b)(x)
THE TARGET PORTFOLIO TRUST
SUBADVISORY AGREEMENT
Agreement made as of this second day of January, 1995, between
Prudential Mutual Fund Management, Inc. (PMF or the Manager), a Delaware
corporation, and Lazard Freres Asset Management, a division of Lazard Freres &
Co., (the Adviser), a New York limited partnership.
WHEREAS, PMF 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 PMF 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, PMF 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 each 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 a 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
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Incorporated and Lazard Freres & Co.) 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 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. 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-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 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 l(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 l(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 l(d) hereof as the
Manager may reasonably request.
2. The Manager shall continue to have responsibility for all services
to be provided to
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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 an
annual rate of .30 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.
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.
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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 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
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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;
(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 Portfolios
and shares of beneficial interest of each 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 Portfolios (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
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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.
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 Mutual Fund Management, Inc.
By : /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
Lazard Freres & Co.
By : /s/ Xxxxxx X. Xxxxxxxxxx
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[LAZARD FRERES ASSET MANAGEMENT LETTERHEAD]
February 3, 1995
Prudential Mutual Fund Management, Inc.
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Re: The Target Portfolio Trust
Ladies and Gentlemen:
The Subadvisory Agreement for the Small Capitalization Value Portfolio of the
Target Portfolio Trust (the "Agreement") between Prudential Mutual Fund
Management, Inc. (the "Manager") and Lazard Freres Asset Management (the
"Adviser") provides that during the term of the Agreement, neither the Adviser
nor any person controlled by the Adviser shall serve or accept retention as an
investment adviser, investment manager or similar service provider with or for
the benefit of any investment company registered under the 1940 Act (A) that
has 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 of the Trust filed with the 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. It is understood and
agreed that each of the following brokerage firms, including any successor
firms, constitutes a "major retail broker-dealer" within the meaning of the
Agreement:
Xxxxxxx Xxxxx & Co., Inc.
Xxxxx Xxxxxx Group Inc.
Xxxx Xxxxxx Xxxxxxxx Inc.
Xxxxx Xxxxxx, Inc.
X.X. Xxxxxxx, Inc.
Xxxxxxx Xxxxxx & Co., Inc.
Very Truly Yours,
LAZARD FRERES ASSET MANAGEMENT
By /s/ XXXXXX XXXXXXXXXX
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Xxxxxx Xxxxxxxxxx, General Partner
Agreed to this 8th day of February, 1994
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Prudential Mutual Fund Management, Inc.
By: /s/ Xxxxxx X. Xxxxx
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