Exhibit 99.(d)(3)
STRATEGIC PARTNERS SERIES
STRATEGIC PARTNERS FOCUSED GROWTH FUND
Subadvisory Agreement
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Agreement made as of this 1st day of March, 2000, between The
Prudential Investment Corporation, a New Jersey corporation (PIC or the Sub-
Manager), and Xxxxxxxx Associates LLC, a Delaware limited liability company
(the Subadviser).
WHEREAS, the Sub-Manager has entered into a Sub-Management Agreement,
dated March 1, 2000 (the Sub-Management Agreement), with Prudential Investments
Fund Management LLC (PIFM or the 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 0000 (xxx 0000 Xxx);
WHEREAS, PIFM has selected PIC to serve as Sub-Manager with respect
to a portion of the Fund and to provide certain services to PIFM in the
management of the Fund, as described in the Sub-Management Agreement; and
WHEREAS, pursuant to authority granted in the Sub-Management
Agreement, PIC desires to retain the Subadviser to provide investment advisory
services to the Fund in connection with the management of a portion 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, the Sub-Manager and
the Board of Trustees of the Trust, the Subadviser 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:
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(i) The Subadviser shall provide supervision of a portion of the Fund's
investments and 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 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, the Sub-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 Subadviser shall determine the securities and futures contracts
to be purchased or sold by a portion of 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 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 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
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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 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 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 Trustees such periodic and special reports
as the Trustees may reasonably request.
(v) 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 and the Sub-Manager with such
information upon request of the Manager and the Sub-Manager, respectively.
(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 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
Subadviser under this Agreement may be furnished through the medium of any of
such Trustees, officers or employees.
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(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 or the Sub-Manager all information relating to the
Subadviser's services hereunder needed by the Manager or the Sub-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. The Sub-Manager shall
continue to have responsibility for all services to be provided to the Manager
pursuant to the Sub-Management Agreement. The Manager and Sub-Manager shall
oversee and review the Subadviser's performance of its duties under this
Agreement.
3. For the services provided in this Agreement, the Sub-Manager will pay to the
Subadviser as full compensation therefor a fee at an annual rate of .30 of 1%
of the average daily net assets of the portion of the Fund advised by the
Subadviser on total Fund assets up to and including $300 million and .25 of 1%
of the average daily net assets of the portion of Fund advised by the Subadviser
on total Fund assets in excess of $300 million. 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, the Manager or the Sub-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 Trustees of the Trust or by vote of
a
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majority of the outstanding voting securities (as defined in the 0000 Xxx) of
the Fund, or by the Manager, the Sub-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 or the Sub-Management
Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any of the
Subadviser'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 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 Sub-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 Trust 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. 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 Sub-Manager at Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000,
Attention: Secretary; or (2) to the Subadviser at 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, XX 00000, 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.
THE PRUDENTIAL INVESTMENT CORPORATION
BY: /s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
President
XXXXXXXX ASSOCIATES LLC
BY: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President
