PRUDENTIAL WORLD FUND, INC.
PRUDENTIAL XXXXXXXX INTERNATIONAL GROWTH FUND
Subadvisory Agreement
Agreement made as of this 18th day of November, 1999 between Prudential
Investments Fund Management LLC, a New York limited liability company (PIFM or
the Manager), and Xxxxxxxx Associates LLC, a Delaware limited liability company
(the Subadviser).
WHEREAS, the Manager has entered into a Management Agreement, dated
November 18, 1999 (the Management Agreement), with Prudential World Fund, Inc.
(the Company), a Maryland corporation and an open-end, management investment
company registered under the Investment Company Act of 0000 (xxx 0000 Xxx), on
behalf of its series the Prudential Xxxxxxxx International Growth Fund (the
Fund) pursuant to which PIFM will act as Manager of the Fund.
WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to the Fund in connection with the management of its assets
and the Subadviser 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 Board of
Directors of the Company, the Subadviser shall manage the investment
operations of the Fund and the composition of its 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 Subadviser shall determine from time to 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
Articles of Incorporation and By-Laws of the Company and the
Prospectus of the Fund and with the instructions and directions of
the Manager and of the Board of Directors of the Company and will
conform to and comply with
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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 Subadviser shall determine the securities and
futures contracts to be purchased or sold by the Fund and will place
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 Company's Registration Statement and
the Fund's Prospectus or as the Board of Directors may direct from
time to time. In providing the Fund with investment advice, it is
recognized that 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 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 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 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 Company'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
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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 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 Board of
Directors such periodic and special reports as the directors may
reasonably request.
(v) The Subadviser shall provide the Company'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 services provided by the
Subadviser hereunder are not to be deemed exclusive, and the
Subadviser shall be free to render similar services to others.
(b) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as directors or officers of the
Company 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 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.
2. The Manager shall continue to have responsibility for all services to
be provided to the Fund pursuant to the Management Agreement and shall
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oversee and review the Subadviser's performance of its duties under this
Agreement.
3. For the services provided in this Agreement, the Manager will pay to
the Subadviser as full compensation therefor a fee at an annual rate of
.60 of 1% of the average daily net assets of the Fund up to and including
$300 million, .50 of 1% of the average daily net assets of the Fund up to
and including $1.5 billion, and .45 of 1% of the average daily net assets
of the Fund in excess of $1.5 billion. This fee will be computed daily and
paid to the Subadviser monthly.
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 Company 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.
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 Company 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 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 Company 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
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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. 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, 000
Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000, Attention: Secretary; or (2) to
Xxxxxxxx at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention:
Secretary.
9. This Agreement may be amended by mutual consent, but the consent of the
Company 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.
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
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Xxxxxx X. Xxxxx
Executive Vice President
XXXXXXXX ASSOCIATES LLC
BY: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President
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