THE PRUDENTIAL SERIES FUND, INC.
SUBADVISORY AGREEMENT
Agreement made as of the ____ day of ____________, 2000, between Prudential
Investments Fund Management LLC (the "Manager"), and Alliance Capital
Management, L.P. (the "Adviser") a limited partnership organized under the laws
of the State of Delaware.
WHEREAS, the Manager will enter into a management agreement (the
"Management Agreement") with The Prudential Series Fund, Inc. (the "Fund"), a
Maryland corporation and a diversified open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"), pursuant
to which the Manager will act as manager of the Fund.
WHEREAS, shares of the Fund are divided into separate series or
portfolios, each of which is established pursuant to a resolution of the
Directors of the Fund, and the Directors may from time to time terminate such
portfolios or establish and terminate additional portfolios.
WHEREAS, the Manager desires to retain the Adviser to provide investment
advisory services to the SP Alliance Large Cap Growth Portfolio, the SP Alliance
Technology Portfolio, and a portion of the assets of the SP Strategic Partners
Focused Growth Portfolio of the Fund (each, a "Portfolio") in connection with
the management of the Fund and to manage such portion of each such Portfolio 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:
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1. (a) Subject to the supervision of the Manager and of the
Directors of the Fund, the Adviser shall manage investment operations of
each Portfolio as the Manager shall direct and shall manage the
composition of each Portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio'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 each Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained, sold or loaned by each Portfolio,
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
Articles of Incorporation, By-Laws and Prospectus of the Fund and each
Portfolio as provided to the Adviser by the Manager and with the written
instructions and directions of the Manager and of the Directors of the
Fund and will conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, as amended (including the
diversification requirements of section 817(h) of the Code), and all other
applicable federal and state laws and regulations.
(iii) The Adviser shall determine the securities, futures,
commodities or other assets to be purchased or sold by each Portfolio, 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 Fund's Registration
Statement and Prospectus or as the Directors may direct from
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time to time. In providing each Portfolio with investment
supervision, it is recognized that the Adviser will give primary
consideration to securing the most favorable price and best 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 broker for securities
transactions but that no formula has been adopted for allocation of each
Portfolio's investment transaction business. It is also understood that it
is desirable for the Fund 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 Fund than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable
price and best execution. Therefore, the Adviser is authorized to place
orders for the purchase and sale of securities and commodities or other
assets for each Portfolio with such brokers or futures commission
merchants, subject to review by the Directors 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 one
Portfolio 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 best execution. In
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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 Fund
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 Directors such periodic and special reports as the
Board may reasonably request.
(v) The Adviser shall provide the Fund's custodian (the "Custodian")
on each business day with information relating to all transactions
concerning each Portfolio's assets it manages and shall provide the
Manager with such information upon request of the Manager. The Adviser
shall reconcile its records of each Portfolio's securities and cash
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 material
discrepancies noted and actions taken by the Adviser in response thereto,
by the tenth business day of the following month.
(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 partners, officers or employees.
(c) The Adviser shall keep each Portfolio'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 hereunder needed by the Manager to keep the other books and
records of the Fund required by Rule 31a-1 under the 1940 Act. The Adviser
agrees that all records which it maintains for each
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Portfolio are the property of the Fund and the Adviser will surrender promptly
to the Fund any of such records upon the Fund'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 of reports prepared in accordance with the compliance procedures
maintained pursuant to paragraph 1(d) hereof as the Manager may reasonably
request.
(f) The Adviser shall furnish to the Manager, within 15 days after
the end of each calendar quarter, a report detailing (i) the average annual
total return of each Portfolio for the preceding quarter and for the preceding
1, 5 and 10 year periods (the "Portfolio Return"); and (ii) a comparison of the
Portfolio Return with the return of an appropriate securities index and with an
appropriate mutual fund peer group.
(g) At least once annually, the Adviser, at its expense, shall
require those of its personnel who are primarily responsible for managing each
Portfolio to make a presentation at such regular or special meeting of the
Fund's Board that the Fund may convene.
2. The Manager shall continue to have responsibility for all services to be
provided to each Portfolio 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 0.75% of the average daily net assets of the SP Alliance Technology Portfolio
managed by the Adviser. For the SP Alliance Large Cap Growth Portfolio, the
Manager shall
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compensate the Adviser at the annual rate of 0.60% of the average daily net
assets with respect to the first $500 million of assets under the Adviser's
management and 0.50% with respect to assets in excess of $500 million. For the
portion of the SP Strategic Partners Focused Growth Portfolio managed by the
Adviser, the Manager will pay the Adviser 0.60% of the average daily net assets
managed by the Adviser up to $1 billion and 0.55% for assets in excess of $1
billion. In each case, the fee paid to the Adviser will be computed daily and
paid quarterly.
4. The Adviser shall not be liable for any error of judgment or for any
loss suffered by a Portfolio, the Fund 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.
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 Fund at any
time, without the payment of any penalty, by the Directors or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of
the Portfolio, 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 0000 Xxx) or upon the termination of the
Management Agreement. Adviser shall promptly notify Manager in the event that
there is a change in the ownership of Adviser that may constitute an assignment
of this Agreement. In addition, the Adviser shall notify the Manager of any
changes in the membership of its general partners within a reasonable time after
such change.
6. Nothing in this Agreement shall limit or restrict the right of any of
the Adviser's partners, officers or employees to engage in any other business or
to devote his
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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 Fund 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 a Portfolio, the names of any of
its clients (other than the Fund or advisory clients of the Manager 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 twenty-four (24) 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 twenty-four (24) hours after the start of
normal business hours on the next succeeding business day).
8. Any written notice required by or pertaining to this Agreement shall be
personally delivered to the party for whom it is intended, at the address stated
below, or shall be sent to such party by prepaid first class mail or facsimile.
If to Prudential: The Prudential Series Fund Inc.
0 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: General Counsel
If to the Adviser: Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
0
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxx, SVP
Copy to: Xxxx X. Xxxxxx, SVP and Counsel
10. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940 Act.
11. 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 as of the day and year first above
written.
PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC
By
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Name:
Title:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corp.,
its general partner
By
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
