Exhibit (d)(7)(ii)
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
JENNISONDRYDEN ASSET ALLOCATION FUNDS
JENNISONDRYDEN CONSERVATIVE ALLOCATION FUND
JENNISONDRYDEN MODERATE ALLOCATION FUND
JENNISONDRYDEN GROWTH ALLOCATION FUND
AMENDMENT TO SUBADVISORY AGREEMENT
THIS AMENDMENT is made part of the Subadvisory Agreement (the
"Agreement") between Prudential Investments LLC ("PI") and Prudential Investment
Management, Inc. or its predecessors ("PIM") for each of the above-listed Funds
(the "Funds"), each of which are series of The Prudential Investment Portfolios,
Inc.
WHEREAS, as part of an internal reorganization, PIM wishes to transfer
its investment advisory duties under the Agreement to a new, wholly-owned
subsidiary of PIM known as Quantitative Management Associates LLC ("QMA") and is
asking the Fund and PI to agree to amend the Agreement so that PIM's rights and
responsibilities are transferred to QMA (the "Transfer");
WHEREAS, the Fund is registered with the Securities and Exchange
Commission as an investment company under the Investment Company Act of 1940
(the "1940 Act");
WHEREAS, the personnel who perform the services required of PIM under
the Agreement will continue to perform the same services after the Transfer;
WHEREAS, the Transfer in and of itself will not result in a change in
the fees or reimbursements required to be paid under the Agreement;
WHEREAS, in view of the foregoing, the Transfer should not constitute an
assignment of the Agreements within the meaning of the 1940 Act and Rule 2a-6
thereunder; and
WHEREAS, XX and XXX have obtained an opinion of counsel opining that the
Transfer will not constitute an assignment within the meaning of the 1940 Act
and Rule 2a-6 thereunder; and
WHEREAS, the Fund's Board of Directors has approved this amendment to
the Agreements;
NOW, THEREFORE, in consideration of the mutual premises and covenants
set forth herein, the parties hereby agree as follows:
1. Effective July 1, 2004 (the "Effective Date"), PIM will transfer to
QMA all of its rights and responsibilities under the Agreement, and QMA will
assume such rights and responsibilities of PIM, subject to the terms of the
Agreement. On the Effective Date, PIM shall be relieved of all of its rights and
responsibilities under the Agreement.
2. All other provisions of the Agreements shall remain in full force and
effect.
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3. PI and PIM each represents and warrants that it possesses the
requisite power and authority to enter into and perform its obligations under
this amendment.
4. PIM represents and warrants that it possesses the requisite power,
and authority to enter into and perform its obligations under this amendment and
that it and QMA are both registered with the U.S. Securities and Exchange
Commission as investment advisers pursuant to the Investment Advisers Act of
1940.
5. PI and XXX together represent and warrant that the Transfer of the
Agreement will not constitute an assignment of the Agreements within the meaning
of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreements to be duly executed by their respective officers thereunto duly
authorized.
PRUDENTIAL INVESTMENTS LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxxxxx
------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
QUANTITATIVE MANAGEMENT ASSOCIATES LLC
By: /s/ Xxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxx
Title: President
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