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EXHIBIT XI
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INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, dated as of April 29, 1988, between
The Prudential Insurance Company of America ("Prudential"), a mutual life
insurance company organized under the laws of New Jersey, and The Prudential
Variable Contract Real Property Partnership (the "Partnership"), a general
partnership organized under the laws of New Jersey.
WITNESSETH THAT:
WHEREAS, The Partnership has been established to provide a means for
investing and reinvesting the assets allocated to real estate investment options
under the variable life and variable annuity contracts issued by Prudential and
under such contracts issued by affiliated life insurance companies; and
WHEREAS, Prudential has extensive experience in the acquisition and
management of real estate equities, mortgages, land sale-leasebacks and other
investments (including short-term and intermediate-term debt instruments) that
satisfy the investment policies of the Partnership; and
WHEREAS, The Partnership desires that Prudential act as the
Partnership's investment manager; and
WHEREAS, Prudential desires to accept such appointment, on the terms
and conditions set forth herein.
NOW, THEREFORE, The Partnership and Prudential agree as follows:
1. Prudential shall act as the investment manager of the Partnership
for a daily investment management fee equal to an aggregate 1.25% per year of
the average daily gross assets of the Partnership. The Partnership shall also
bear all of its actual operating expenses. The Partnership acknowledges that
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Prudential engages in real estate investment activities on its own behalf and
manages other real estate investment portfolios for separate accounts,
subsidiaries, real estate investment trusts, limited partnerships, and other
entities, and further acknowledges that such activities may be in competition
with the Partnership for the acquisition and disposition of investments and the
time and services of Prudential's employees.
2. Prudential shall manage the investment and reinvestment of assets
held by the Partnership in a manner consistent with the prospectuses for the
separate accounts participating in the Partnership contained in the then-current
registration statements for such accounts on file with the Securities and
Exchange Commission. The Partnership has delivered or will deliver to Prudential
copies of such prospectuses and shall promptly furnish Prudential with a copy of
each amendment or supplement thereto.
3. The Partnership shall provide Prudential with instructions for
monitoring the composition of investments of the Partnership to ensure that, in
accordance with a "no-action" position taken by the staff of the Securities and
Exchange Commission, the separate accounts participating in the Partnership do
not become "investment companies" within the meaning of Section 3(a) of the
Investment Company Act of 1940. Prudential shall comply with those instructions.
4. Prudential will make such reports regarding the management of the
Partnership as the Partnership may from time to time require. In addition,
Prudential shall furnish applicable federal and state regulatory authorities
with any information or reports in connection with its services under this
Agreement which such authorities may request in order to ascertain whether the
Partnership's operations are being conducted in a manner consistent with any
applicable law or regulation.
5. The Partnership shall be ultimately responsible for the
management and control of the Partnership's assets and in furtherance thereof,
the Partnership shall have the right (a) to interpret the investment objectives
and policies and restrictions of the Partnership and direct Prudential to comply
therewith,
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(b) to direct Prudential to pursue, or not pursue, any investment strategies for
the Partnership, and (c) to direct Prudential to purchase or sell any specific
investments for the Partnership. The Partnership shall also have the right to
change the partnership's investment objectives, policies and restrictions.
6. Prudential shall maintain such records regarding its management
of the Partnership as the Partnership may require. All records maintained by
Prudential in connection with this Agreement shall be the property of the
Partnership and shall be returned to the Partnership upon termination of this
Agreement, free from any rights of retention. The Partnership shall have the
right to inspect, audit and copy all pertinent records pertaining to the
performance of services under this Agreement. Prudential shall keep confidential
any information obtained pursuant to this Agreement and shall disclose such
information only if the Partnership has authorized such disclosure, or if such
disclosure is expressly required by applicable regulatory authorities.
7. The Partnership acknowledges that, in addition to the management
fee set forth in paragraph one of this Agreement, Prudential's management of the
Partnership's assets may result in Prudential or its affiliates obtaining
substantial fee income from the Partnership's assets or from the cash flow of
the Partnership's investments for services rendered in connection with the
Partnership's operations, including, but not limited to, real estate brokerage
commissions and fees for property management services.
8. The term of this Agreement shall be one year, commencing as of
the date set forth above and continuing automatically from year to year
thereafter; provided, however, that this Agreement may be terminated by either
party at any time upon not less than 15 days' prior written notice to the other
party.
9. This Agreement may not be assigned by either party without the
prior written consent of the other party.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by the undersigned, thereunto duly authorized as of
the date first written.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
ATTEST:
/s/ Xxxxxxx X. Light By: /s/ Xxxxxx X. Hell
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Secretary Senior Vice President
and Actuary
THE PRUDENTIAL VARIABLE CONTRACT
REAL PROPERTY PARTNERSHIP
ATTEST: BY: PRUCO LIFE INSURANCE COMPANY
(A General Partner)
/s/ Xxxxxxx X. Xxxxx By: /s/
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Assistant Secretary President
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