PRUDENTIAL EQUITY FUND, INC.
SUBADVISORY AGREEMENT
Agreement made as of this 1st day of February, 2001 between Prudential
Investments Fund Management LLC (PIFM or the Manager) and Salomon Brothers Asset
Management Inc., a Delaware corporation (the Subadviser or Salomon).
WHEREAS, the Manager has entered into a Management Agreement, dated
February 1, 2001 (the Management Agreement), with Prudential Equity Fund, Inc.
(the Fund), a Maryland corporation and a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the 1940 Act), pursuant to which PIFM acts as Manager of the Fund; and
WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to the Fund and one or more of its series as specified in
Schedule A hereto (individually and collectively, with the Fund, referred to
herein as the Fund) and to manage such portion of the Fund as the Manager shall
from time to time direct, and the Subadviser is willing to render such
investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and the Board of
Directors of the Fund, the Subadviser shall manage such portion of the
Fund's portfolio, including the purchase, retention and disposition
thereof, in accordance with the Fund's investment objectives, 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"), and subject to the following understandings:
(i) The Subadviser shall provide supervision of such portion of
the Fund's investments as the Manager shall direct and shall determine
from time to
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time what investments and securities will be purchased, retained, sold
or loaned by the Fund, and what portion of the assets will be invested
or held uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the copies of
the Articles of Incorporation, By-Laws and Prospectus of the Fund
provided to it by the Manager (the Fund Documents) and with the
instructions and directions of the Manager and of the Board of
Directors of the Fund, co-operate with the Manager's (or its
designee's) personnel responsible for monitoring the Fund's compliance
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. In connection
therewith, the Subadviser shall, among other things, prepare and file
such reports as are, or may in the future be, required by the
Securities and Exchange Commission. The Manager shall provide
Subadviser timely with copies of any updated Fund Documents.
(iii) The Subadviser shall determine the securities and futures
contracts to be purchased or sold by such portion of the Fund's
portfolio, as applicable, and will place orders with or through such
persons, brokers, dealers or futures commission merchants (including
but not limited to Prudential Securities Incorporated (or any broker
or dealer affiliated with the Subadviser) to carry out the policy with
respect to brokerage as set forth in the Fund's Prospectus or as the
Board of Directors may direct from time to time. In providing the Fund
with investment supervision, it is recognized that the Subadviser will
give primary consideration to securing the most favorable price and
efficient execution. Within the framework of this policy, the
Subadviser 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 Subadviser's other
clients may be a party. It is understood that Prudential Securities
Incorporated (or any broker or dealer affiliated with the Subadviser)
may be used as principal
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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 Fund that the
Subadviser 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
efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities and futures contracts
for the Fund with such brokers or futures commission merchants,
subject to review by the Fund's Board of 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 Subadviser in connection
with the Subadviser's services to other clients.
On occasions when the Subadviser deems the purchase or sale of a
security or futures contract to be in the best interest of the Fund as
well as other clients of the Subadviser, the Subadviser, to the extent
permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities or futures contracts to be
sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event,
allocation of the securities or futures contracts so purchased or
sold, as well as the expenses incurred in the transaction, will be
made by the Subadviser in the manner the Subadviser considers to be
the most equitable and consistent with its fiduciary obligations to
the Fund and to such other clients.
(iv) The Subadviser shall maintain all books and records with
respect to the Fund's portfolio transactions effected by it as
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 Fund's Board of Directors such periodic and special reports as the
Directors may reasonably request. The Subadviser shall make reasonably
available its employees and officers for consultation with any of the
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Directors or officers or employees of the Fund with respect to any
matter discussed herein, including, without limitation, the valuation
of the Fund's securities.
(v) The Subadviser or its affiliate shall provide the Fund's
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.
(vi) The investment management services provided by the
Subadviser hereunder are not to be deemed exclusive, and the
Subadviser shall be free to render similar services to others.
Conversely, Subadviser and Manager understand and agree that if the
Manager manages the Fund in a "manager-of-managers" style, the Manager
will, among other things, (i) continually evaluate the performance of
the Subadviser through quantitative and qualitative analysis and
consultations with such Subadviser (ii) periodically make
recommendations to the Fund's Board as to whether the contract with
one or more subadvisers should be renewed, modified, or terminated and
(iii) periodically report to the Fund's Board regarding the results of
its evaluation and monitoring functions. Subadviser recognizes that
its services may be terminated or modified pursuant to this process.
(b) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as Directors or officers of
the Fund to serve in the capacities in which they are elected.
Services to be furnished by the Subadviser under this Agreement may be
furnished through the medium of any of such directors, officers or
employees.
(c) The Subadviser shall keep the Fund's books and records required
to be maintained by the Subadviser pursuant to paragraph 1(a) hereof
and shall timely furnish to the Manager all information relating to
the Subadviser's services hereunder needed by the Manager to keep the
other books and records of the Fund
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required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that
all records which it maintains for the Fund are the property of the
Fund, and the Subadviser will surrender promptly to the Fund any of
such records upon the Fund's request, provided, however, that the
Subadviser may retain a copy of such records. The Subadviser further
agrees to preserve for the periods prescribed by Rule 31a-2 of the
Commission under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
(d) In connection with its duties under this Agreement, the
Subadviser agrees to maintain adequate compliance procedures to ensure
its compliance with the 1940 Act, the Investment Advisers Act of 1940,
as amended, and other applicable state and federal regulations.
(e) The Subadviser shall furnish to the Manager copies of all records
prepared in connection with (i) the performance of this Agreement and
(ii) the maintenance of compliance procedures 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, as more
particularly discussed above, shall oversee and review the Subadviser's
performance of its duties under this Agreement. The Manager shall provide (or
cause the Fund's custodian to provide) timely information to the Subadviser
regarding such matters as the composition of assets in the portion of the Fund
managed by the Subadviser, cash requirements and cash available for investment
in such portion of the Fund, and all other information as may be reasonably
necessary for the Subadviser to perform its duties hereunder (including any
excerpts of minutes of meetings of the Board of Directors of the Fund that
affect the duties of the Subadviser).
3. For the services provided and the expenses assumed pursuant to this
Agreement, the Manager shall pay the Subadviser as full compensation therefor, a
fee equal to the percentage of the Fund's average daily net assets of the
portion of the Fund managed by the Subadviser as described in the attached
Schedule A.
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4. The Subadviser shall not be liable for any error of judgment or for
any loss suffered by 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 Subadviser'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 Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, or by the Manager or the Subadviser 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. The Subadviser agrees that it will
promptly notify the Trust and the Manager of the occurrence or anticipated
occurrence of any event that would result in the assignment (as defined in the
0000 Xxx) of this Agreement, including, but not limited to, a change or
anticipated change in control (as defined in the 0000 Xxx) of the Subadviser;
provided that the Subadviser need not provide notice of such an anticipated
event before the anticipated event is a matter of public record.
Any notice or other communication required to be given pursuant to Section
5 of this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Gateway Center Three,
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Secretary; (2)
to the Trust at Gateway Center Three, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX
00000-0000, Attention: Secretary; or (3) to the Subadviser at Seven Xxxxx Xxxxx
Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000, Attention: Xxxx X. Xxxxxxxxx, Managing
Director.
6. Nothing in this Agreement shall limit or restrict the right of any of
the Subadviser's directors, officers or employees who may also be a Director,
officer or employee of the Fund 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 a dissimilar nature, nor
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limit or restrict the Subadviser'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
Subadviser 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 Subadviser in any
way, prior to use thereof and not to use material if the Subadviser reasonably
objects in writing five business days (or such other time as may be mutually
agreed) after receipt thereof. Sales literature may be furnished to the
Subadviser hereunder by first-class or overnight mail, facsimile transmission
equipment or hand delivery.
8. 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.
9. This Agreement shall be governed by the laws of the State of New York.
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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:
-------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
SALOMON BROTHERS ASSET
MANAGEMENT INC.
BY:
-------------------------------
Xxxx Xxxxxxxxx
Managing Director
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SCHEDULE A
PRUDENTIAL EQUITY FUND, INC.
As compensation for Salomon's services, PIFM will pay Salomon a fee equal, on an
annualized basis, to the following:
0.40 of 1% of the first $50 million of the average net assets under Salomon's
management;
0.30 of 1% of the next $250 million of the average net assets under Salomon's
management; and
0.155 of 1% of average net assets under Salomon's management exceeding $300
million.
For purposes of computing the fees set out above, PIFM will aggregate the assets
of The Prudential Series Fund, Inc. - Equity Portfolio and Prudential Equity
Fund, Inc. that are under Salomon's management. The parties may aggregate the
assets of other Prudential mutual fund portfolios that Salomon may subadvise in
the future with the portfolios described above by amending this Schedule A.
Dated as of February 1, 2001
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