Target Portfolio Trust Sample Contracts

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WITNESSETH
Distribution Agreement • March 2nd, 1999 • Target Portfolio Trust • Delaware
W I T N E S S E T H
Management Agreement • April 30th, 2002 • Target Portfolio Trust
OF
Agreement and Declaration of Trust • April 30th, 2002 • Target Portfolio Trust • Delaware
WITNESSETH
Distribution Agreement • March 11th, 1997 • Target Portfolio Trust • New York
1 EXHIBIT 9 TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 11th, 1997 • Target Portfolio Trust • New Jersey
THE TARGET PORTFOLIO TRUST Small Capitalization Growth Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • February 2nd, 2009 • Target Portfolio Trust • New York

Agreement made as of this 26th day of July 2008 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Eagle Asset Management, Inc (the Subadviser or Eagle), a Florida corporation.

THE TARGET PORTFOLIO TRUST Prudential Corporate Bond Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • May 28th, 2015 • Target Portfolio Trust • New York

Agreement made as of this 20th day of May, 2015 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM or the Subadviser), a New Jersey corporation.

THE TARGET PORTFOLIO TRUST Target International Equity Portfolio
Subadvisory Agreement • September 29th, 2015 • Target Portfolio Trust • New York

Agreement made as of this 23rd day of October, 2014 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Lazard Asset Management LLC, a Delaware limited liability company (Lazard or the Subadviser),

Subadvisory Agreement
Subadvisory Agreement • April 28th, 2006 • Target Portfolio Trust • 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”).

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 26th, 2019 • Target Portfolio Trust • New York

Agreement amended and restated made as of this 12th day of September, 2019 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, PGIM, Inc. (PGIM), a New Jersey corporation and PGIM Limited, a U.K. limited company, (PGIM Limited and together with PGIM, the Subadvisers).

THE TARGET PORTFOLIO TRUST Large Capitalization Growth Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • February 2nd, 2009 • Target Portfolio Trust • New York

Agreement made as of this 13th day of December, 2008 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Massachusetts Financial Services Company (the Subadviser or MFS), a Delaware corporation.

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ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • April 28th, 2006 • Target Portfolio Trust

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 INC. (“PFPC”). As used herein, the term “Agreement” shall mean this Accounting 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 Accounting Services Agreement.

THE TARGET PORTFOLIO TRUST Large Capitalization Growth Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • February 25th, 2005 • Target Portfolio Trust • New York

Agreement made as of this 3d day of January, 2005 between Prudential Investments LLC (PI), a New York limited liability company and (PI or the Manager), and Columbus Circle Investors (CCI or the Subadviser),

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • April 28th, 2006 • Target Portfolio Trust

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.

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS THE TARGET PORTFOLIO TRUST STRATEGIC PARTNERS ASSET ALLOCATION FUND (each referred to herein as the “Trust”) Amended and Restated Subadvisory Agreement
Subadvisory Agreement • April 28th, 2006 • Target Portfolio Trust • New York

Agreement made as of this 16th day of December, 2005 between Prudential Investments LLC (“PI” or the “Manager”), a New York limited liability company, and NFJ Investment Group L.P. (“NFJ” or the “Subadviser”).

ARTICLE I DEFINITIONS
Custody Agreement • April 30th, 2003 • Target Portfolio Trust • New York
AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 17th, 2015 • Target Portfolio Trust

Amendment to Management Agreement made this 22nd day of January, 2015, between The Target Portfolio Trust (the Trust), on behalf of its series, Target Intermediate-Term Bond Portfolio (the Fund)1, and Prudential Investments LLC (the Manager). WHEREAS the Trust and the Manager have mutually agreed to revise Paragraph 8 of the Management Agreement, in order to reduce the management fee rate pursuant to which the Trust compensates the Manager for the services provided by the Manager to the Fund under the Management Agreement;

Amended and Restated Distribution Agreement
Distribution Agreement • June 9th, 2006 • Target Portfolio Trust • New Jersey

Agreement made as of August 8, 2006, between The Target Portfolio Trust, a Delaware business trust (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

THE TARGET PORTFOLIO TRUST SUBADVISORY AGREEMENT
Subadvisory Agreement • April 28th, 2006 • Target Portfolio Trust • New York

Agreement made as of this 5th day of May, 2000, between Prudential Investment Fund Management LLC (PIFM or the Manager), a New York limited liability company, and Pacific Investment Management Company LLC (the Adviser), a Delaware limited liability company.

PGIM Investments LLC 655 Broad Street—17th Floor Newark, New Jersey 07102
Fee Waiver Agreement • September 27th, 2017 • Target Portfolio Trust

PGIM Investments has entered into an agreement that will waive fees in an amount up to .01% of the Fund’s average daily net assets through November 30, 2018, to the extent that the Fund’s net annual operating expenses and acquired fund fees and expenses (exclusive of taxes, interest, distribution and service (12b-1) fees and certain extraordinary expenses) exceed .68% of the Fund’s average daily net assets on an annualized basis.

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