The Massachusetts Sub-Advisory Agreement is a legally binding contract between Prudential Investments Fund Management, LLC (IFM) and The Prudential Investment Corp. (PIC) that outlines the terms and conditions for the provision of investment advisory services in the state of Massachusetts. This agreement ensures a clear understanding of the roles and responsibilities of each party involved. Under this agreement, IFM acts as the sub-advisor and PIC acts as the advisor. IFM provides investment advisory services to PIC, who in turn provides investment advice to clients in Massachusetts. The agreement establishes the framework for the relationship between the sub-advisor and the advisor. Some key components of the Massachusetts Sub-Advisory Agreement include: 1. Scope of Services: The agreement defines the specific investment advisory services that IFM will provide to PIC. This may include portfolio management, investment research, risk assessment, and other related services. 2. Duration of Agreement: The agreement specifies the duration for which the sub-advisory services will be provided. It may be a fixed term agreement or an open-ended one, subject to termination by either party with prior notice. 3. Compensation: The agreement outlines the compensation structure for IFM's services. It may include a base fee, performance-based fees, or other agreed-upon compensation arrangements. The specific fee structure is determined in consultation between IFM and PIC. 4. Compliance and Regulatory Requirements: The agreement ensures that both parties will comply with all applicable laws, rules, and regulations governing the provision of investment advisory services in Massachusetts. This includes adherence to licensing requirements and maintaining appropriate books and records. 5. Confidentiality: The agreement contains provisions to safeguard the confidentiality of non-public information shared between IFM and PIC. Both parties are required to maintain strict confidentiality and use the information solely for the purpose of providing the agreed-upon services. 6. Termination: The agreement includes provisions for termination by either party, outlining the notice period and any applicable fees or penalties. It is important to note that there may be different variations of the Massachusetts Sub-Advisory Agreement between IFM and PIC, depending on the specific needs and preferences of the involved parties. These variations may include different fee structures, terms, and conditions tailored to the client's investment strategy, risk appetite, and regulatory requirements. However, the overarching goal of the agreement remains the same — to establish a legally binding relationship between the sub-advisor and advisor for the provision of investment advisory services, ensuring transparency, accountability, and compliance with applicable regulations.