Exhibit (D)(8)
THE PRUDENTIAL SERIES FUND, INC.
SUBADVISORY AGREEMENT
Agreement made as of the first day of January 1, 2001, between Prudential
Investments Fund Management LLC (the "Manager"), and Xxxxx Selected Advisers, LP
(the "Adviser") a partnership organized under the laws of Colorado.
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 a portfolio), 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 XX Xxxxx Value Portfolio of the Fund (the "Portfolio")
in connection with the management of the Fund and to manage such portion of the
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:
1. (a) Subject to the supervision of the Manager and of the Directors of
the Fund, the Adviser shall manage such portion of the investment
operations of the
Portfolio as the Manager shall direct and shall manage the composition of such
portion of the Portfolioincluding 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 such portion of the
Portfolio's investments and determine from time to time what investments and
securities will be purchased, retained, sold or loaned by the 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
with respect to the portion of the Portfolio it manages, the Adviser shall act
in conformity with the Articles of Incorporation, By-Laws and Prospectus of the
Fund and the Portfolio as delivered to the Adviser by the Manager and to the
extent that the Manager provides in writing all pertinent information to Adviser
including information relating to other investments held by the Portfolio or the
Fund. In the performance of its duties and obligations under the Agreement, the
Adviser shall act in conformity 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 to the extent that
the Manager provides all
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pertinent information to Adviser relating to other investments held by the
Portfolio or the Fund.
(iii) The Adviser shall in its discretion determine the securities and
commodities or other assets to be purchased or sold by such portion of the
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 time to time. In providing the
Portfolio with investment supervision, it is recognized that the Adviser will
give primary consideration to securing 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. The Manager, in its discretion, may instruct the Adviser to effect all or
a portion of its securities transactions with one or more brokers and/or dealers
selected by Manager, if it determines that the use of such brokers and/or
dealers is in the best interest of the Portfolio. The Adviser shall not be
responsible for and shall be held harmless with respect to any execution costs
incurred by the Portfolio relating to securities transactions conducted with
brokers and/or dealers in accordance with instructions given to the Adviser by
the Manager. In addition, the Manager acknowledges that to the extent the
Adviser is directed to use a particular
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broker and/or dealer, it may not be able to obtain best execution on all trades
executed through that broker and/or dealer.
It is understood that Prudential Securities Incorporated may be used as
principal broker for securities transactions, but that no formula has been
adopted for allocation of the Portfolio's investment transaction business. It is
also understood that it is desirable for the Fund that the Adviser have access
to brokerage and research services, as such services are defined in Section
28(e) of the Securities Exchange Act of 1934, including 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
solely on the basis of seeking best execution. Therefore, the Adviser is
authorized to place orders for the purchase and sale of securities and
commodities or other assets for the 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
and not all research may be used by the Adviser for the Portfolio.
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 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,
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commodities or other assets to be sold or purchased in order to obtain best
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 Fund
and to such other clients. The Adviser or its affiliates may, based upon their
trading strategies or their accounts' investment objectives or investment
restrictions, restrict to certain accounts purchases and sales of securities for
which supply may be limited, provided the Adviser fulfills its fiduciary duties
to the Portfolio.
(iv) The Adviser shall maintain all books and records required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule
31a-1 under the 1940 Act with respect to the portfolio transactions of the
Portfolio for which it is responsible and shall render to the Directors such
periodic and special reports as the Board may reasonably request.
(v) The Adviser is not authorized to accept delivery of cash or
securities for the Portfolio or to establish or maintain custodial arrangements
for the Portfolio. The Fund shall choose a custodian (the "Custodian") to hold
physical custody of the assets of the Portfolio. The Adviser shall provide the
Custodian on each business day with information relating to all transactions
concerning the portion of the Portfolio's assets it manages and shall provide
the Manager with such information upon request of the Manager. The Manager shall
use best efforts to require the Custodian to provide the Adviser on each
business day with timely information relating to the amount of cash in the
Portfolio for which the Adviser is responsible
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and such other information as the Adviser may reasonably request. Adviser shall
reconcile its records of the 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 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, including accounts or investment companies with similar or identical
objectives to the Portfolio. The Adviser may give advice and take action with
respect to any of its other clients or for its own account which may differ from
the timing or nature of action taken by the Adviser with respect to the
Portfolio. Nothing in this Agreement shall impose upon the Adviser any
obligation to purchase or sell or to recommend for purchase or sale, with
respect to the Portfolio, any security which the Adviser, or its shareholders,
directors, officers, employees or affiliates may purchase or sell for its or
their own account(s) or for the account of any other client, provided that at
all times, the Adviser fulfills its fiduciary duties to the Portfolio.
(vii) The Adviser shall furnish at its own expense all necessary services,
facilities and personnel in connection with its responsibilities under this
Agreement. It is understood that the Portfolio will pay all of its own expenses,
including without limitation: governmental fees; interest charges; loan
commitment fees; taxes; fees and expenses of independent auditors, legal counsel
and any transfer agent or
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registrar; expenses of issuing or redeeming shares and servicing shareholders'
accounts; expenses of preparing, typesetting, printing and mailing notices and
reports to shareholders and regulators; expenses connected with the execution,
recording and settlement of securities transactions; insurance premiums; fees
and expenses of the Custodian for all services to the Portfolio; expenses of
calculating the net asset value of the Portfolio, including but not limited to
the fees of independent pricing services; expenses related to proxy voting
(other than the cost of third-party proxy voting services; and such
non-recurring or extraordinary expenses as may arise including those relating to
actions, suits or proceedings to which the Portfolio or the Fund may be a
party).
(b) Services to be furnished by the Adviser under this Agreement may
be furnished through the medium of any of its directors, officers or employees.
(c) The Adviser shall keep the books and records required to be
maintained by the Adviser pursuant to paragraph 1(a)(iv) hereof with respect to
the portion of the Portfolio it manages 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 parties agree that all records which Adviser maintains
for the Portfolio are the property of the Fund. The Adviser will surrender
promptly to the Fund any of such records (or, at Adviser's option, copies
thereof) upon the Fund's request. The Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under
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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 compliance procedures which it
deems adequate to ensure its compliance with the 1940 Act, the Investment
Advisers Act of 1940 (the "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
reports prepared in accordance with the compliance procedures maintained
pursuant to paragraph 1(d) hereof as the Manager may reasonably request. The
Manager will allow the Adviser sufficient time to collect and provide any
records requested pursuant to this subparagraph (e) and shall not require the
Adviser to incur unreasonable cost in providing such records.
(f) The Adviser shall be the agent of the Fund for the limited
purposes of executing documents required by brokers, dealers, or other
institutions for services necessary to, and within in the scope of, Adviser's
management of the portion of the Portfolio for which it is responsible, in
accordance with this Agreement.
(g) The Adviser shall have the power to vote, either in person or by
proxy, all Portfolio securities for which it is responsible from time to time,
and shall not be required to seek or take instructions from the Manager, the
Portfolio or the Fund or take any action with respect thereto.
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(h) If the Fund Board authorizes the Adviser to take action with
respect to lawsuits involving Portfolio securities for which the Adviser is
responsible, the expense of such legal action, including reasonable legal fees,
shall be the responsibility of the Fund.
(i) The Adviser shall not be responsible for providing or calculating
any performance information with respect to the Fund or the Portfolio.
(j) The Manager hereby agrees to use its best efforts to cause the
Portfolio, the Portfolio's distributor and any affiliate thereof to satisfy all
applicable federal and state securities laws.
(k) At least once annually, the Adviser, at its expense, shall
require those of its personnel who are primarily responsible for managing the
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 the 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 an annual
rate expressed as a percent of the average daily net assets of the Portfolio as
follows:
ASSET LEVEL FEE RATE
-------------------------------------------------
$0 to $100 million .45%
above $100 to $500 million .40%
above $500 million .35%
This fee will be computed daily and paid quarterly.
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4. The Adviser shall not be liable for any error of judgment or for any
loss suffered by the Fund, the Portfolio 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. To the best of the Manager's knowledge, the Fund's
Prospectus does not materially misstate or fail to state a material fact as of
the date of this Agreement and is compliance with all applicable federal and
state securities laws. The Manager will confirm the same, to the best of its
knowledge, each year as part of the annual re-approval of 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.
6. Nothing in this Agreement shall limit or restrict the right of any of
the Adviser's 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.
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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 the Adviser or characterizes the Adviser's investment
process with respect to the Portfolio, or discloses 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 five (5) business days (or such other time as may be
mutually agreed) after receipt thereof.
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.
10. All notices, reports and other communications required to be in
writing shall be delivered in person or sent by first-class mail postage
prepaid, overnight courier, or confirmed facsimile with original to follow.
If to Adviser:
Xxxxx Selected Advisers, LP
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxx, General Counsel
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If to Manager:
The Prudential Series Fund, Inc.
0 Xxxxxxx Xxxxxx, 0/xx/ Xxxxx
Xxxxxx, XX 00000-0000
Fax (000) 000-0000
Attention: General Counsel
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 /s/ Xxxxxx X. Xxxxx
--------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Xxxxx Selected Advisers, LP
By Venture Advisers, Inc. (General Partner)
By /s/ Xxxxxx Xxxx
---------------
Xxxxxx Xxxx
_____________________________
Vice President
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