Prudential Investment Portfolios 5 Sample Contracts

TARGET FUNDS
Management Agreement • September 10th, 1999 • Target Funds • New York
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TRANSFER AGENCY AND SERVICE AGREEMENT between TARGET FUNDS and PRUDENTIAL MUTUAL FUND SERVICES LLC 2 TABLE OF CONTENTS
Transfer Agency and Service Agreement • October 31st, 2000 • Target Funds • New Jersey
Between
Custodian Contract • October 31st, 2000 • Target Funds • Massachusetts
BY-LAWS OF TARGET FUNDS
Strategic Partners Style Specific Funds • October 1st, 2001
PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Jennison Rising Dividend Fund Subadvisory Agreement
Subadvisory Agreement • March 5th, 2014 • Prudential Investment Portfolios 5 • New York

Agreement made as of this 3rd day of March, 2014 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 RETAIL MUTUAL FUNDS Second Amended and Restated Distribution Agreement
Distribution Agreement • September 23rd, 2016 • Prudential Investment Portfolios 5 • New Jersey

THIS SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT is made as of September 22, 2016 between each of the investment companies which comprise the Prudential Investments Mutual Funds and the Target Mutual Funds, on behalf of their current and any future series (as applicable), set forth on attached Exhibit A (referred to collectively herein as the “Fund”) and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor), and amends and restates the prior Distribution Agreement between the Fund and the Distributor.

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Jennison Rising Dividend Fund MANAGEMENT AGREEMENT
Management Agreement • March 5th, 2014 • Prudential Investment Portfolios 5 • New York

Agreement made the 27th day of December, 2013, between Prudential Investment Portfolios 5, a Delaware business trust (the Fund), on behalf of its series, Prudential Jennison Rising Dividend Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

Subadvisory Agreement
Subadvisory Agreement • September 29th, 2005 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 4th day of August, 2005, between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Transamerica Investment Management, LLC (“Transamerica”or the “Subadviser”).

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Day One 2065 Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 16th, 2019 • Prudential Investment Portfolios 5 • New York

Agreement made as of this 1st day of December, 2019 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and QMA LLC (“QMA” or the “Subadviser”), a New Jersey limited liability company.

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Day One Funds MANAGEMENT AGREEMENT
Management Agreement • December 16th, 2019 • Prudential Investment Portfolios 5 • New York

Agreement made the 1st day of November, 2016, between Prudential Investment Portfolios 5, a Delaware business trust (the Trust), on behalf of certain of its series, as listed on Schedule A (the Prudential Day One Funds or the Funds), and Prudential Investments LLC, a New York limited liability company (the Manager).

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Jennison Conservative Growth Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 29th, 2005 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 16th day of September, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Jennison Associates LLC (Jennison or the Subadviser),

TARGET FUNDS
Subadvisory Agreement • August 1st, 2000 • Target Funds • New York
AMENDMENT
Prudential Investment Portfolios 5 • September 12th, 2017

Amendment made as of September 1, 2017, 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.

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 29th, 2005 • Strategic Partners Style Specific 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 TRUST COMPANY (“PFPC Trust”). As used herein, the term “Agreement” shall mean this Custodian 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 Custodian Services Agreement.

TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
AMENDMENT
Strategic Partners Style Specific Funds • September 29th, 2006

AMENDMENT made as of June 6, 2005 to that certain Custody Agreement dated as of November 7, 2002 between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York (“Custodian”) (such Global 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.

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TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Strategic Partners Small Capitalization Value Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • November 22nd, 2004 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 12th day of November, 2004 among Prudential Investments LLC (PI or the Manager), a New York limited liability company and J.P. Morgan Investment Management, Inc. (JP Morgan or the Subadviser),

1 Exhibit (a)(2) AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • July 9th, 1999 • Target Funds • Delaware
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Dryden Small Cap Value Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2007 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 26th day of January 2007 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC, a New Jersey limited liability company (QMA or the Subadviser),

TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
AMENDMENT
Prudential Investment Portfolios 5 • December 16th, 2019

AMENDMENT made as of December 2, 2019 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.

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 19th, 2024 • Prudential Investment Portfolios 5

Agreement made the 11th day of December, 2023, between Prudential Investment Portfolios 5, a Delaware statutory trust (the Trust), on behalf of certain of its series, as listed on Schedule A (the PGIM Target Date Funds or the Funds), and PGIM Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Prudential Investment Portfolios 5 • December 16th, 2019

Amendment made as of December 2, 2019, 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.

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