2
For the period ended 6/30/99
File number 811-7064
SUB-ITEM 77 Q1
EXHIBIT 1DRAFT
THE TARGET PORTFOLIO TRUST
(Small Capitalization Growth Portfolio)
SUBADVISORY AGREEMENT
Agreement made on this 26th day of May, 1999, between
Prudential Investments Fund Management LLC (PIFM or the Manager),
a New York limited liability company, and [Name of Adviser] (the
Adviser), a [corporation, partnership, LLC etc.]Sawgrass Asset
Management, L.L.C. (the Adviser), a Delaware limited liability
company.
WHEREAS, PIFM has entered into a management agreement (the
Management Agreement) with The Target Portfolio Trust (the
Trust), a Delaware business trust and an open-end management
investment company registered under the Investment Company Act of
1940 (the 1940 Act), pursuant to which PIFM will act as manager
of the Trust.
WHEREAS, shares of the Trust are divided into separate
series or portfolios (each a portfolio), each of which is
established pursuant to a resolution of the Trustees of the
Trust, and the Trustees may from time to time terminate such
portfolios or establish and terminate additional portfolios.
WHEREAS, PIFM has the responsibility of evaluating,
recommending, supervising and compensating investment advisers to
each portfolio of the Trust and desires to retain the Adviser to
provide investment advisory services to the Small Capitalization
Growth Portfolio of the Trust (the Fund) in connection with the
management of the Trust and to manage such portion of the Fund as
the Manager shall from time to time direct, and the Adviser is
willing to render such investment advisory services.
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and of
the Trustees of the Trust, the Adviser shall manage such
portion of the investment operations of the Fund as the
Manager shall direct and shall manage the composition of
such portion of the Fund, including the purchase, retention
and disposition thereof, in accordance with the Fund's
investment objective, policies and restrictions as stated in
the Prospectus (such Prospectus and Statement of Additional
Information as currently in effect and as amended or
supplemented from time to time being herein called the
"Prospectus") as delivered to the Adviser from time to time
by the Manager and subject to the following understandings:
(i) The Adviser shall provide supervision of such
portion of the Fund's investments and determine from time to
time what investments and securities will be purchased,
retained, sold or loaned by the Fund, and what portion of
the assets it manages will be invested or held uninvested as
cash.
(ii) In the performance of its duties and obligations
under this Agreement, the Adviser shall act in conformity
with the Agreement and Declaration of Trust, By-Laws and
Prospectus of the Trust and the Fund as provided to the
Adviser by the Manager and with the written instructions and
directions of the Manager and of the Trustees of the Trust
and will conform to and comply with the requirements of the
1940 Act, the Internal Revenue Code of 1986, as amended, and
all other applicable federal and state laws and regulations.
(iii) The Adviser shall determine the securities and
futures contraccommodities or other assets to be purchased
or sold by such portion of the Fund and will place orders
pursuant to its determination with or through such persons,
brokers, dealers or futures commission merchants (including
but not limited to Prudential Securities Incorporated) to
carry out the policy with respect to brokerage as set forth
in the Trust's Registration Statement and Prospectus or as
the Trustees may direct from time to time. In providing the
Fund with investment supervision, it is recognized that the
Adviser will give primary consideration to securing the most
favorable price and efficienbest execution. Within the
framework of this policy, the Adviser may consider the
financial responsibility, research and investment
information and other services provided by brokers, dealers
or futures commission merchants who may effect or be a party
to any such transaction or other transactions to which the
Adviser's other clients may be a party. It is understood
that Prudential Securities Incorporated may be used as a
broker for securities transactions but that no formula has
been adopted for allocation of the Fund's investment
transaction business. It is also understood that it is
desirable for the Trust that the Adviser have access to
supplemental investment and market research and security and
economic analysis provided by brokers or futures commission
merchants who may execute brokerage transactions at a higher
cost to the Trust than may result when allocating brokerage
to other brokers solely on the basis of seeking the most
favorable price and efficienlowest price. Therefore, the
Adviser is authorized to place orders for the purchase and
sale of securities and commodities or other assets for the
Fund with such brokers or futures commission merchants,
subject to review by the Trustees from time to time with
respect to the extent and continuation of this practice. It
is understood that the services provided by such brokers or
futures commission merchants may be useful to the Adviser in
connection with the Adviser's services to other clients.
On occasions when the Adviser deems the purchase or
sale of a security, commodity or other asset to be in the
best interest of the Fund as well as other clients of the
Adviser, the Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation
to, aggregate the securities, commodities or other assets to
be sold or purchased in order to obtain the most favorable
price or lower brokerage commissions and efficienbest
execution. In such event, allocation of the securities,
commodities or other assets so purchased or sold, as well as
the expenses incurred in the transaction, will be made by
the Adviser in the manner the Adviser considers to be the
most equitable and consistent with its fiduciary obligations
to the Trust and to such other clients.
(iv) The Adviser shall maintain all books and records
with respect to the portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act and shall
render to the Trustees such periodic and special reports as
the Board may reasonably request.
(v) The Adviser shall provide the Trust's custodian
(the Custodian) on each business day with information
relating to all transactions concerning the portion of the
Fund's assets it manages and shall provide the Manager with
such information upon request of the Manager. The Adviser
shall reconcile its records of the Fund's securities and
xxxx managed by the Adviser with statements provided by the
Custodian at least once each month. The Adviser shall
provide the Manager with a written report on each such
reconciliation, including information on any discrepancies
noted and actions taken by the Adviser in response thereto,
by the tenth business day of the following month to the
extent reasonably practicable.
(vi) The investment management services provided by the
Adviser hereunder are not exclusive, and the Adviser shall
be free to render similar services to others.
(b) Services to be furnished by the Adviser under this
Agreement may be furnished through the medium of any of its
[directors/partners]directors, officers or employees.
(c) The Adviser shall keep the Fund's books and
records required to be maintained by the Adviser pursuant to
paragraph 1(a)(iv) hereof and shall timely furnish to the
Manager all information relating to the Adviser's services
xxxxxxxxx needed by the Manager to keep the other books and
records of the Trust required by Rule 31a-1 under the 1940 Act.
The Adviser agrees that all records which it maintains for the
Fund are the property of the Trust and the Adviser will
surrender promptly to the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act any
such records as are required to be maintained by it pursuant to
paragraph 1(a) hereof.
(d) The Adviser agrees to maintain adequate compliance
procedures to ensure its compliance with the 1940 Act, the
Investment Advisers Act of 1940 (Advisers Act) and other
applicable state and federal laws and regulations.
(e) The Adviser shall furnish to the Manager copies of
all records prepared in connection with (i) the performance of
this Agreement and (ii) the maintenance ofreports prepared in
accordance with the compliance procedures maintained pursuant to
paragraph 1(d) hereof as the Manager may reasonably request.
2. The Manager shall continue to have responsibility for
all services to be provided to the Fund pursuant to the
Management Agreement and shall oversee and review the Adviser's
performance of its duties under this Agreement.
3. The Manager shall compensate the Adviser for the
services provided and the expenses assumed pursuant to this
Subadvisory Agreement at the annual rate of [.30].30 of 1% of the
average daily net assets of the portion of the Fund managed by
the Adviser. This fee will be computed daily and paid monthly.
4. The Adviser shall not be liable for any error of
judgment or for any loss suffered by the Fund, the Trust or the
Manager in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Adviser's part in the
performance of its duties or from its reckless disregard of its
obligations and duties under this Agreement, provided, however,
that nothing in this Agreement shall be deemed to waive any
rights the Manager or the Trust may have against the Adviser
under federal or state securities laws, including for acts of
good faith.
5. This Agreement shall continue in effect for a period of
more than two years from the date hereof only so long as such
continuance is specifically approved at least annually in
conformity with the requirements of the 1940 Act; provided,
however, that this Agreement may be terminated by the Trust at
any time, without the payment of any penalty, by the Trustees or
by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund, or by the Manager or the
Adviser at any time, without the payment of any penalty, on not
more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act) or upon the
termination of the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the
right of any of the Adviser's [directors/partners]directors,
officers or employees to engage in any other business or to
devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or dissimilar
nature, nor limit the Adviser's right to engage in any other
business or to render services of any kind to any other
corporation, firm, individual or association.
7. During the term of this Agreement, the Manager agrees
to furnish the Adviser at its principal office all prospectuses,
proxy statements, reports to shareholders, sales literature or
other material prepared for distribution to shareholders of the
Trust or the public, which refer to the Adviser in any way;
provided, however, that any such item which describes or
characterizes the Adviser's investment process with respect to
the Fund, the names of any of its clients (other than the Trust
or advisory clients of PIFM and its affiliates) or any of its
performance results shall be furnished to the Adviser by first
class or overnight mail, facsimile transmission equipment or hand
delivery prior to use thereof, and such item shall not be used if
the Adviser reasonably objects to such use in writing within
forty-eight (48) hours (or such other time as may be mutually
agreed) after receipt thereof (provided, however, that if such
item is not received by the Adviser during normal business hours
on a business day, such period shall end forty-eight (48) hours
after the start of normal business hours on the next succeeding
business day).
8. This Agreement may be amended by mutual consent, but
the consent of the Trust must be obtained in conformity with the
requirements of the 1940 Act.
9. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below on
the day and year first above written.
PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC
By /s/Xxxx X. XxXxxxxxx
SAWGRASS ASSET MANAGEMENT, L.L.C.[NAME OF
ADVISER]
By
[Name]
[Title]
By /s/Xxxx XxXxxxxx
