Exhibit 99.(d)(2)
STRATEGIC PARTNERS SERIES
STRATEGIC PARTNERS FOCUSED GROWTH FUND
Sub-Management Agreement
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Agreement made as of this ____ day of _____________, 2000, between
Prudential Investments Fund Management LLC, a New York limited liability company
(PIFM or the Manager) and The Prudential Investment Corporation, a New Jersey
corporation (PIC or the Sub-Manager).
WHEREAS, PIFM has been selected to serve as Manager of Strategic Partners
Focused Growth Fund (the Fund), a series of Strategic Partners Series (the
Trust), a Delaware business trust and an open-end, management investment company
registered under the Investment Company Act of ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇), pursuant to
an agreement dated ___________________, 2000 (the Management Agreement);
WHEREAS, pursuant to authority granted in the Management Agreement, PIFM
desires to retain PIC to provide investment advisory and administrative and
recordkeeping services to the Fund in connection with the management of a
portion of its assets and PIC 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 the Board of
Trustees of the Trust, the Sub-Manager shall manage the investment
operations of a portion of the Fund and the composition of a portion of the
Fund's portfolio, including the purchase, retention and disposition
thereof, in accordance with the Fund'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), and
subject to the following understandings:
(i) The Sub-Manager shall provide supervision of a portion of
the Fund's investments and of ▇▇▇▇▇▇▇▇ Associates LLC (▇▇▇▇▇▇▇▇ or the
Subadviser) and oversee the selection by the Subadviser from time to
time of the investments and securities to be purchased, retained, sold
or loaned by the Fund, and the portion of the assets will be invested
or held uninvested as cash.
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(ii) In the performance of its duties and obligations under this
Agreement, the Sub-Manager shall act in conformity with the Agreement
and Declaration of Trust and By-Laws of the Trust and the Prospectus
of the Fund and with the instructions and directions of the Manager
and of the Board of Trustees of the Trust and will cooperate with
PIFM's compliance personnel responsible for ensuring compliance of the
Fund with the applicable requirements of the 1940 Act, the Internal
Revenue Code of 1986 and all other applicable federal and state laws
and regulations.
(iii) The Sub-Manager shall oversee and assist the Subadviser in
determining the securities and futures contracts to be purchased or
sold by a portion of the Fund and will oversee the Subadviser's
placement of orders 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 Trust's Registration
Statement and the Fund's Prospectus or as the Board of Trustees may
direct from time to time. In providing the Fund with investment
advice, it is recognized that the Sub-Manager and the Subadviser will
give primary consideration to securing the most favorable price and
efficient execution under the circumstances. Within the framework of
this policy, the Sub-Manager and 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 Sub-Manager's and the Subadviser's
other clients may be a party. 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 Fund's investment transaction business. It is also understood that
it is desirable for the Fund that the Sub-Manager and 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 Sub-Manager and the Subadviser are
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 Trust's Board of Trustees from
time to time with respect to the extent and continuation of this
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practice. It is understood that the services provided by such brokers
or futures commission merchants may be useful to the Sub-Manager and
the Subadviser in connection with the Sub-Manager's and the
Subadviser's services to other clients.
On occasions when the Sub-Manager and the Subadviser deem
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 Sub-Manager
or the Subadviser, the Sub-Manager and 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 Sub-Manager or the Subadviser in the manner the Sub-
Manager and the Subadviser consider to be the most equitable and
consistent with their fiduciary obligations to the Fund and to such
other clients.
(iv) The Sub-Manager shall maintain, either itself or with the
assistance of the Subadviser, all books and records with respect to
the Fund's 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 PIFM or the Board of Trustees such
periodic and special reports as PIFM or the Trustees may reasonably
request.
(v) The Sub-Manager, either itself or with the assistance of the
Subadviser, shall provide the Trust's Custodian on each business day
with information relating to all transactions concerning the Fund's
assets and shall provide the Manager with such information upon
request of the Manager.
(vi) The investment management and administrative services
provided by the Sub-Manager hereunder are not to be deemed exclusive,
and the Sub-Manager shall be free to render similar services to
others.
(b) The Sub-Manager shall authorize and permit any of its partners,
officers and employees who may be elected as Trustees or officers of the
Trust to serve in the capacities in which they are elected. Services to be
furnished by the Sub-Manager under this Agreement may be furnished
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through the medium of any of such Trustees, officers or employees.
(c) The Sub-Manager, either itself or with the assistance of the
Subadviser, shall keep the Fund's books and records required to be
maintained pursuant to paragraph 1(a) hereof and shall timely furnish to
the Manager all information relating to the Sub-Manager'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 Sub-Manager agrees that
all records which it maintains for the Fund are the property of the Fund
and the Sub-Manager will surrender promptly to the Fund any of such records
upon the Fund's request, provided however that the Sub-Manager may retain a
copy of such records. The Sub-Manager 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.
2. The Manager shall continue to have responsibility for all services to
be provided to the Fund pursuant to the Management Agreement. The Manager
and Sub-Manager shall oversee and review the Subadviser's performance of
Subadviser's duties under the Subadvisory Agreement.
3. For the services provided in this Agreement, the Manager will pay to
the Sub-Manager as full compensation therefor a fee at an annual rate of
.60 of 1% of the average daily net assets of the portion of the Fund
advised and managed by the Sub-Manager on total Fund assets up to and
including $1 billion and .55 of 1% of the average daily net assets of the
portion of Fund advised and managed by the Sub-Manager on total Fund assets
in excess of $1 billion. This fee will be computed daily and paid to the
Sub-Manager monthly.
4. The Sub-Manager shall not be liable for any error of judgment or for any
loss suffered by the Fund, 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 Sub-Manager'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 Trustees
of the Trust or by vote of a majority of the
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outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, or
by the Manager or the Sub-Manager 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 ▇▇▇▇ ▇▇▇) or upon the termination of
the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any of
the Sub-Manager'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 a
dissimilar nature, nor limit or restrict the Sub-Manager'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
Sub-Manager at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Trust or the public, which refer to the
Sub-Manager in any way, prior to use thereof and not to use material if the
Sub-Manager 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 Sub-Manager hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery.
8. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1); to the Manager at Gateway Center
Three, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: President, or
(2) to the Sub-Manager at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
Secretary.
9. This Agreement may be amended by mutual consent, but the consent of
the Trust must be obtained in conformity with the requirements of the 1940
Act.
10. 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: ____________________________
_______________
_______________
THE PRUDENTIAL INVESTMENT CORPORATION
BY: ____________________________
_______________
_______________
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