EXHIBIT (d)(5)
THE PRUDENTIAL SERIES FUND, INC.
(Diversified Conservative Growth Portfolio)
SUBADVISORY AGREEMENT
Agreement made as of this _____ day of ___________, 1999, between The
Prudential Insurance Company of America (the "Manager"), a New Jersey insurance
company, and The Dreyfus Corporation (the "Adviser"), a company organized under
the laws of New York.
WHEREAS, the Manager has entered 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 Diversified Conservative Growth 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 (the
"Adviser Assets") 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 the Adviser Assets, including the composition,
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 the Adviser Assets and
determine from time to time what investments and securities will be
purchased, retained, sold or loaned with respect to the Adviser Assets, and
what portion of the Adviser Assets it manages will be invested or held
uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement, the Adviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Fund and Portfolio as provided
to the Adviser by the Manager and 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 (the "Code"), and all other applicable federal and
state laws and regulations. Notwithstanding the foregoing, the Manager
shall remain responsible for ensuring the overall compliance of the Fund
and the Portfolio with the 1940 Act, the Code and all other applicable
federal and state laws and regulations, and the Adviser is only responsible
for complying with this subsection (ii) with respect to the Adviser Assets.
The Manager will provide the Adviser with reasonable advance notice of any
change in the Portfolio's investment objective, policies and restrictions
as stated in the Prospectus, and the Adviser shall, in the performance of
its duties
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and obligations under this Agreement, manage the Adviser Assets consistent
with such changes, provided the Adviser has received notice of the
effectiveness of such changes from the Fund or the Manager. For purposes of
this subsection, receipt of a modified Prospectus by the Adviser shall
constitute notice of the effectiveness of such changes. The Manager
acknowledges and agrees that the Prospectus will at all times be in
compliance with all disclosure requirements under all applicable federal
and state laws and regulations relating to the Fund or the Portfolio,
including, without limitation, the 1940 Act, and the rules and regulations
thereunder, and that the Adviser shall have no liability in connection
therewith, except as to the accuracy of material information furnished by
the Adviser to the Fund or to the Manager specifically for inclusion in the
Prospectus. The Adviser hereby agrees to provide to the Manager in a timely
manner such information relating to the Adviser and its relationship to,
and actions for, the Portfolio as may be required to be contained in the
Fund's Registration Statement.
(iii) The Adviser shall determine the securities and futures contracts
or other assets to be purchased or sold with respect to the Adviser Assets
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) as the Adviser may
elect, provided that this is consistent with the policy with respect to
brokerage set forth in the Fund's Registration Statement and Prospectus or
as the Directors may direct from time to time. In providing the Adviser
Assets with investment supervision, it is recognized that the Adviser will
give primary consideration to securing the most favorable price and 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
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Adviser's other clients may be a party. It is understood that Prudential
Securities Incorporated may be used as broker for securities transactions
to the extent permitted by the 1940 Act and the rules and regulations
thereunder, 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 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 best execution. Therefore, the Adviser is authorized to place orders
for the purchase and sale of securities and commodities or other assets for
the Adviser Assets 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.
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, commodities or other
assets to be sold or purchased in order to obtain the most favorable price
or lower brokerage commissions and 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. It is understood that in some cases this procedure may adversely
affect the price paid
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or received by the Portfolio, or the size of the position obtained for, or
disposed of by, the Portfolio.
(iv) The Adviser shall maintain all books and records with respect to
the 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 Directors such periodic and special reports as the Board may
reasonably request.
(v) The Adviser shall provide the Fund's custodian (the "Custodian")
on each business day with information relating to all transactions
concerning the Adviser Assets and shall provide the Manager with such
information upon request of the Manager. The Adviser shall reconcile its
records of the Adviser Assets 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.
(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 Portfolio's books and records
required to be maintained by the Adviser pursuant to paragraph
1(a)(iv) hereof 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 Adviser agrees that all records
which it maintains for the Portfolio are the property of the Fund and
the Adviser will surrender promptly to the Fund any of such records
upon the Fund's request. The Adviser further agrees to preserve
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for the periods prescribed by Rule 31a-2 under 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 adequate compliance procedures
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 maintenance of reports prepared in accordance
with the compliance procedures maintained 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 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 the annual rate
of .45 of 1% of the average daily net assets of the Adviser Assets. This fee
will be computed daily and paid monthly no later than the 15th day following the
end of each month. The method of determining net assets of the Adviser Assets
for purposes hereof shall be the same as the method of determining net assets
for purposes of establishing the offering and redemption price of the Fund's
shares as described in the Prospectus. If this Agreement shall be effective for
only a portion of a month, the aforesaid fee shall be prorated for the portion
of such month during which this Agreement is in effect.
4. The Adviser shall not be liable for any error of judgment or mistake of
law for any loss suffered by the Portfolio, 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
Adviser's part in the performance of its duties or from its reckless disregard
of its obligations and duties under this Agreement. The Adviser shall indemnify
the Manager, its affiliated persons, its officers, directors and employees, for
any liability and expenses, including attorneys fees, which may be sustained as
a result of the Adviser's willful misfeasance, bad faith, gross negligence,
reckless disregard of its duties hereunder or violation of applicable law,
including, without limitation, the 1940 Act and federal and state securities
laws. The Manager shall indemnify the Adviser, its affiliated persons, its
officers, directors and employees,
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for any liability and expenses, including attorneys fees, which may be sustained
as a result of the Manager's willful misfeasance, bad faith, gross negligence,
reckless disregard of its duties hereunder or violation of applicable law,
including, without limitation, the 1940 Act and federal and state securities
laws.
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 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.
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
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the public, which refer to the Adviser in any way; provided, however, that the
Manager or any affiliate or agent thereof shall not refer to or use the
Adviser's name, or that of any of Adviser's clients, in any such item without
the prior approval of the Adviser, which approval shall not be unreasonably
withheld or delayed.
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.
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 INSURANCE COMPANY OF AMERICA
By ____________________________________________
Name:
Title:
THE DREYFUS CORPORATION
By _______________________________________________
Name:
Title:
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