Exhibit (d) (1)
PRUDENTIAL CORE INVESTMENT FUND
Management Agreement
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Agreement made this 1st day of June, 1999, between Prudential Core
Investment Fund, a Delaware business trust (the Fund), on behalf of the separate
investment series of the Fund identified on Schedule A of this Agreement as may
be amended from time to time (each investment series herein referred to as a
Series, and Prudential Investments Fund Management LLC, a New York limited
liability company (the Manager).
W I T N E S S E T H
WHEREAS, the Fund is a diversified, open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
1940 Act); and
WHEREAS, the Fund desires to retain the Manager to render or contract
to obtain as hereinafter provided investment advisory services to each Series
and the Fund also desires to avail itself of the facilities available to the
Manager with respect to the administration of its day to day corporate affairs,
and the Manager is willing to render such investment advisory and administrative
services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Manager to act as manager of each
Series and administrator of its business affairs for the period and on the terms
set forth in this Agreement. The Manager accepts such appointment and agrees to
render the services herein described, for the compensation herein provided. The
Manager is
authorized to enter into agreements with The Prudential Investment Corporation
(PIC) pursuant to which PIC shall furnish to each Series the investment advisory
services in connection with the management of each Series (the Subadvisory
Agreements). The Manager will continue to have responsibility for all investment
advisory services furnished pursuant to the Subadvisory Agreements.
2. Subject to the supervision of the Board of Directors/Trustees of the
Fund, the Manager shall administer each Series' business affairs and, in
connection therewith, shall furnish the Fund with office facilities and with
clerical, bookkeeping and recordkeeping services at such office facilities and,
subject to Section 1 hereof and the Subadvisory Agreements, the Manager shall
manage the investment operations of each Series and the composition of each
Series' portfolio, including the purchase, retention and disposition thereof, in
accordance with each Series' investment objectives, policies and restrictions as
stated in the Prospectus (hereinafter defined) and subject to the following
understandings:
(a) The Manager shall provide supervision of each Series'
investments and determine from time to time what investments or
securities will be purchased, retained, sold or loaned by each Series,
and what portion of the assets will be invested or held uninvested as
cash.
(b) The Manager, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Declaration of Trust, By-Laws and Prospectus (hereinafter defined) of
the Fund and with the instructions and directions of the Board of
Trustees of the Fund and will conform to and comply
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with the requirements of the 1940 Act and all other applicable federal
and state laws and regulations.
(c) The Manager shall determine the securities and futures
contracts to be purchased or sold by each Series and will place orders
pursuant to its determinations with or through such persons, brokers,
dealers or futures commission merchants (including but not limited to
Prudential Securities Incorporated) in conformity with the policy with
respect to brokerage as set forth in the Fund's Registration Statement
and Prospectus (hereinafter defined) or as the Board of Trustees may
direct from time to time. In providing each Series with investment
supervision, it is recognized that the Manager will give primary
consideration to securing the most favorable price and efficient
execution. Consistent with this policy, the Manager 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 other clients of the Manager 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 or a Series' investment
transaction business. It is also understood that it is desirable for
each Series that the Manager have access to supplemental investment and
market research and security and economic analysis provided by brokers
or futures commission merchants and that such brokers may execute
brokerage transactions at a higher cost to each Series
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than may result when allocating brokerage to other brokers or futures
commission merchants on the basis of seeking the most favorable price
and efficient execution. Therefore, the Manager is authorized to pay
higher brokerage commissions for the purchase and sale of securities
and futures contracts for each Series to brokers or futures commission
merchants who provide such research and analysis, subject to review by
the Fund'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 broker or futures commission merchant may be
useful to the Manager in connection with its services to other clients.
On occasions when the Manager deems the purchase or sale of a
security or a futures contract to be in the best interest of one or
more Series as well as other clients of the Manager or the Subadviser,
the Manager, 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 so 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 Manager in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to each Series and to such other clients.
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(d) The Manager shall maintain all books and records with
respect to portfolio transactions and shall render to the Fund's Board
of Trustees such periodic and special reports as the Board may
reasonably request.
(e) The Manager shall be responsible for the financial and
accounting records to be maintained by the Fund with respect to each
Series (including those being maintained by the Fund's Custodian).
(f) The Manager shall provide the Fund's Custodian on each
business day with information relating to all transactions concerning
each Series' assets.
(g) The investment management services of the Manager to the
Series under this Agreement are not to be deemed exclusive, and the
Manager shall be free to render similar services to others.
3. The Fund has delivered to the Manager copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) Agreement and Declaration of Trust, as registered pursuant
to a Certificate of Trust filed with the Secretary of State of Delaware
(such Agreement and Declaration of Trust, as in effect on the date
hereof and as amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Fund (such By-Laws, as in effect on the
date hereof and as amended from time to time, are herein called the
"By-Laws");
(c) Certified resolutions of the Board of Trustees of the Fund
authorizing the appointment of the Manager and approving the form of
this agreement;
(d) Registration Statement under the 1940 Act on Form N-1A
(the
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Registration Statement), as filed with the Securities and Exchange
Commission (the Commission) relating to the Fund and its shares of
beneficial interest and all amendments thereto;
(e) Notification of Registration of the Fund under the 1940
Act on Form N-8A as filed with the Commission and all amendments
thereto; and
(f) Prospectus of the Fund (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").
4. The Manager shall authorize and permit any of its officers and
employees who may be elected as trustees or officers of the Fund to serve in the
capacities in which they are elected. All services to be furnished by the
Manager under this Agreement may be furnished through the medium of any such
officers or employees of the Manager.
5. The Manager shall keep the Fund's books and records with respect to
each Series required to be maintained by it pursuant to paragraph 2 hereof. The
Manager agrees that all records which it maintains for the Fund are the property
of the Fund and it will surrender promptly to the Fund any such records upon the
Fund's request, provided however that the Manager may retain a copy of such
records. The Manager further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be maintained
by the Manager pursuant to Paragraph 2 hereof.
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6. During the term of this Agreement, the Manager shall pay the
following expenses:
(i) the salaries and expenses of all personnel of the Fund and
the Manager except the fees and expenses of trustees who are not
affiliated persons of the Manager or a Series' investment adviser,
(ii) all expenses incurred by the Manager or by the Fund in
connection with managing the ordinary course of each Series' business
other than those assumed by the Fund herein, and
(iii) the costs and expenses payable to PIC pursuant to the
Subadvisory Agreements.
The Fund assumes and will pay the expenses described below:
(a) the fees and expenses incurred by the Fund in connection
with the management of the investment and reinvestment of each Series'
assets,
(b) the fees and expenses of trustees who are not affiliated
persons of the Manager or a Series' investment advisers,
(c) the fees and expenses of the Custodian that relate to (i)
the custodial function and the recordkeeping connected therewith, (ii)
preparing and maintaining the general accounting records of the Fund
and the providing of any such records to the Manager useful to the
Manager in connection with the Manager's responsibility for the
accounting records of the Fund pursuant to Section 31 of the 1940 Act
and the rules promulgated thereunder, (iii) the pricing of the shares
of each Series, including the cost of any pricing service or services
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which may be retained pursuant to the authorization of the Board of
Trustees of the Fund, and (iv) for both mail and wire orders, the
cashiering function in connection with the issuance and redemption of
each Series' securities,
(d) the fees and expenses of the Fund's Transfer and Dividend
Disbursing Agent, which may be the Custodian, that relate to the
maintenance of each shareholder account,
(e) the charges and expenses of legal counsel and independent
accountants for the Fund,
(f) brokers' commissions and any issue or transfer taxes
chargeable to each Series in connection with its securities and futures
transactions,
(g) all taxes and corporate fees payable by each Series to
federal, state or other governmental agencies,
(h) the fees of any trade associations of which the Fund may
be a member,
(i) the cost of share certificates representing, and/or
non-negotiable share deposit receipts evidencing, shares of each
Series,
(j) the cost of fidelity, directors/trustees and officers and
errors and omissions insurance,
(k) the fees and expenses involved in registering and
maintaining registration of the Fund with the Securities and Exchange
Commission, registering the Fund as a broker or dealer and qualifying
its shares under state securities laws, including the preparation and
printing of the Fund's registration statements,
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prospectuses and statements of additional information for filing under
federal and state securities laws for such purposes,
(l) allocable communications expenses with respect to investor
services and all expenses of shareholders' and trustees' meetings and
of preparing, printing and mailing reports to shareholders in the
amount necessary for distribution to the shareholders,
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Fund's or a Series' business, and
(n) any expenses assumed by a Series pursuant to a Plan of
Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.
7. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will reimburse the Manager its reasonable costs and expenses
in managing each Series. This fee will be computed daily and will be paid to the
Manager monthly. Any reduction in the fee payable and any payment by the Manager
to the Fund pursuant to paragraph 7 shall be made monthly. Any such reductions
or payments are subject to readjustment during the year.
8. The Manager shall not be liable for any error of judgment or for any
loss suffered by a Series in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or loss resulting
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from willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. 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 Fund
or, with respect to each Series, by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of such Series, or by the 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. The termination of this
Agreement with respect to any Series shall not result in the termination of this
Agreement with respect to any other Series unless explicitly so provided. This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any
officer or employee of the Manager who may also be a trustee, officer or
employee of the Fund 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 or restrict the right of
the Manager 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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11. Except as otherwise provided herein or authorized by the Board of
Trustees of the Fund from time to time, the Manager shall for all purposes
herein be deemed to be an independent contractor and shall have no authority to
act for or represent the Fund or a Series in any way or otherwise be deemed an
agent of the Fund or a Series.
12. During the term of this Agreement, the Fund agrees to furnish the
Manager at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of each Series or the public, which refer in any way to the
Manager, prior to use thereof and not to use such material if the Manager
reasonably objects in writing within five business days (or such other time as
may be mutually agreed) after receipt thereof. In the event of termination of
this Agreement, the Fund will continue to furnish to the Manager copies of any
of the above mentioned materials which refer in any way to the Manager. Sales
literature may be furnished to the Manager hereunder by first-class or overnight
mail, facsimile transmission equipment or hand delivery. The Fund shall furnish
or otherwise make available to the Manager such other information relating to
the business affairs of the Fund or a Series as the Manager at any time, or from
time to time, reasonably requests in order to discharge its obligations
hereunder.
13. 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.
14. 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,
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postage prepaid, (1) to the Manager at Gateway Center Three, 000 Xxxxxxxx
Xxxxxx, Xxxxxx, XX 00000-0000, Attention: Secretary; or (2) to the Fund at
Gateway Center Three, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000, Attention:
President.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
16. The Fund may use the name "Prudential Core Investment Fund" or any
name including the word "Prudential" only for so long as this Agreement or any
extension, renewal or amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Manager's
business as Manager or any extension, renewal or amendment thereof remain in
effect. At such time as such an agreement shall no longer be in effect, the Fund
will (to the extent that it lawfully can) cease to use such a name or any other
name indicating that it is advised by, managed by or otherwise connected with
the Manager, or any organization which shall have so succeeded to such
businesses. In no event shall the Fund use the name "Prudential Core Investment
Fund" or any name including the word "Prudential" if the Manager's function is
transferred or assigned to a company of which The Prudential Insurance Company
of America does not have control.
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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 CORE INVESTMENT FUND
By: /s/ Xxxx X. Xxxxxxxxxx, Xx.
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Xxxx X. Xxxxxxxxxx, Xx.
President
PRUDENTIAL INVESTMENTS FUND
MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
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Schedule A to
Prudential Core Investment Fund
Management Agreement
Short Term Bond Series
Short Term Municipal Bond Series
National Municipal Money Market Series
Taxable Money Market Series
Government Money Market series
Treasury Money Market series
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