Prudential Equity Income Fund Sample Contracts

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Form of Distribution Agreement (Class Z Shares) ----------------
Distribution Agreement • October 30th, 1995 • Prudential Equity Income Fund • New York
CUSTODIAN CONTRACT Between PRUDENTIAL-BACHE EQUITY INCOME FUND and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • December 30th, 1997 • Prudential Equity Income Fund • Massachusetts
CUSTODY AGREEMENT
Custody Agreement • December 30th, 2005 • Jennison Value Fund • New York

AGREEMENT, dated as of November 7, 2002 between each Fund listed on the attached Schedule A hereto, including any series thereof (each a “Fund”) each having its principal office and place of business at 100 Mulberry Street, Newark, New Jersey 07102 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

EXHIBIT 99.B9 TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 30th, 1997 • Prudential Equity Income Fund • New Jersey
WITNESSETH
Distribution Agreement • October 22nd, 1998 • Prudential Equity Income Fund • New Jersey
JENNISONDRYDEN PORTFOLIOS (f/k/a Jennison Value Fund, f/k/a Prudential Value Fund) Dryden US Equity Active Extension Fund Distribution Agreement
Distribution Agreement • December 21st, 2007 • Jennisondryden Portfolios • New Jersey

Agreement made as of December 27, 2007, between JennisonDryden Portfolios and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

WITNESSETH
Distribution Agreement • December 27th, 1996 • Prudential Equity Income Fund • New York
AMENDMENT
Custody Agreement • December 30th, 2005 • Jennison Value Fund

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.

JENNISONDRYDEN PORTFOLIOS (f/k/a Jennison Value Fund, f/k/a Prudential Value Fund) Dryden US Equity Active Extension Fund MANAGEMENT AGREEMENT
Management Agreement • December 21st, 2007 • Jennisondryden Portfolios • New York

Agreement made the 27th day of December 2007 between JennisonDryden Portfolios, a Massachusetts business trust (the Fund), on behalf of its Series, Dryden US Equity Active Extension Fund (the Series), and Prudential Investments LLC (f/k/a Prudential Investments Fund Management LLC), a New York limited liability company (PI or the Manager).

JENNISONDRYDEN PORTFOLIOS Dryden US Equity Active Extension Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 21st, 2007 • Jennisondryden Portfolios • New York

Agreement made as of this 27th day of December 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),

JENNISON VALUE FUND Underwriting and Distribution Agreement
Underwriting and Distribution Agreement • December 29th, 2006 • Jennison Value Fund • New Jersey

Amendment dated December 1, 2006, between Jennison Value Fund (formerly Prudential Equity Income Fund) (the Fund), and American Skandia Marketing, Incorporated (the Distributor), a Maryland corporation.

Prudential Investments LLC Gateway Center Three
Fee Reimbursement Agreement • November 3rd, 2008 • Jennisondryden Portfolios

The Manager has contractually agreed until December 31, 2009 to reimburse and/or waive fees so that the net annual Fund operating expenses (exclusive of distribution and service (12b-1) fees, dividend expenses related to short sales, extraordinary expenses and certain other expenses such as taxes, interests and brokerage commissions) of each class of shares do not exceed 1.25% of the Fund's average daily net assets.

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AMENDMENT
Custody Agreement • December 21st, 2007 • Jennisondryden Portfolios

AMENDMENT made as of December 27, 2007 to that certain Custody Agreement dated as of November 7, 2002, and amended as of June 6, 2005, 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.

AMENDMENT
Transfer Agency and Service Agreement • December 21st, 2007 • Jennisondryden Portfolios

AMENDMENT made as of December 27, 2007 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.

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