AMENDMENT TO SUBADVISORY AGREEMENTS

Exhibit 99.(d)(3)

XXXXXX TAX-MANAGED FUNDS

Xxxxxx Large-Cap Core Equity Fund

AMENDMENT TO SUBADVISORY AGREEMENTS

THIS AMENDMENT is made part of the Subadvisory Agreement(s) (the “Agreement(s)”) between Prudential Investments LLC (“PI”) and Prudential Investment Management, Inc. or its predecessors (“PIM”) for the above-listed Portfolio of Xxxxxx Tax-Managed Funds (the “Fund”).

WHEREAS, as part of an internal reorganization, PIM wishes to transfer its investment advisory duties under the Agreements 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 Agreements 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 Agreements 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 Agreements;

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, PI and PIM 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 Trustees 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 Agreements, and QMA will assume such rights and responsibilities of PIM, subject to the terms of the Agreements.  On the Effective Date, PIM shall be relieved of all of its rights and responsibilities under the Agreements.

2.  All other provisions of the Agreements shall remain in full force and effect.

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.

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5.  PI and PIM together represent and warrant that the Transfer of the Agreements 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
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By:	/s/ Xxxxx X. Xxxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxxx
Title:	Vice President
QUANTITATIVE MANAGEMENT ASSOCIATES LLC
By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxx
Title:	President

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