PRUDENTIAL 20/20 FOCUS FUND
SUBADVISORY AGREEMENT
Agreement made as of this 2nd day of February, 2001 between Prudential
Investments Fund Management LLC (PIFM or the Manager) and Xxxxxxxx Associates
LLC (the Subadviser or Xxxxxxxx).
WHEREAS, the Manager has entered into a Management Agreement, dated
April 27, 1998 (the Management Agreement), with Prudential 20/20 Focus Fund (the
Fund), a Delaware business trust and a nondiversified, open-end management
investment company registered under the Investment Company Act of 0000 (xxx 0000
Xxx), pursuant to which PIFM acts as Manager of the Fund; and
WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to the Fund and to manage such portion of the Fund as the
Manager shall from time to time direct, and the Subadviser is willing to render
such investment advisory services; and
WHEREAS, this Agreement was approved by the Fund's shareholders at a
meeting held on February 1, 2001 and is intended to supersede the agreement
dated September 7, 2000 between PIFM and the Subadviser;
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and the Board of
Trustees of the Fund, the Subadviser shall manage such portion of the
investment operations of the Fund as the Manager shall direct and shall
manage the composition of the Fund's portfolio(s), including the
purchase, retention and disposition thereof, in accordance with the
Fund's investment objectives, 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 provide supervision of such
portion of the Fund's investments as the Manager shall
direct and 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 Declaration of Trust, By-Laws and Prospectus of the
Fund and with the instructions and directions of the Manager
and of the Board of Trustees of the Fund, cooperate with the
Manager's (or its designee's) personnel responsible for
monitoring the Fund's compliance and will conform to and
comply with the requirements of the 1940 Act, the Internal
Revenue Code of 1986 and all other applicable federal and
state laws and regulations. In connection therewith, the
Subadviser shall, among other things, prepare and file such
reports as are, or may in the future be, required by the
Securities and Exchange Commission.
(iii) The Subadviser shall determine the securities and
futures contracts to be purchased or sold by such 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 (or any broker or dealer affiliated with the
Subadviser) to carry out the policy with respect to
brokerage as set forth in the Fund's Prospectus or as the
Board of Trustees may direct from time to time. In providing
the Fund with investment supervision, it is recognized that
the Subadviser will give primary consideration to securing
the most favorable price and efficient execution. 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 or any broker or
dealer affiliated with the Subadviser 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 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 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 Fund's Board of Trustees such periodic
and special reports as the Trustees may reasonably request.
The Subadviser shall make reasonably available its employees
and officers for consultation with any of the Trustees or
officers or employees of the Fund with respect to any matter
discussed herein, including, without limitation, the
valuation of the Fund's securities.
(v) The Subadviser shall provide the Fund's Custodian
on each business day with information relating to all
transactions concerning the portion of the Fund's assets it
manages, 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. Conversely, the Subadviser and Manager understand
and agree that if the Manager manages the Fund in a
"manager-of-managers" style, the Manager will, among other
things, (i) continually evaluate the performance of the
Subadviser through quantitative and qualitative analysis and
consultations with the Subadviser, (ii) periodically make
recommendations to the Fund's Board as to whether the
contract with the Subadviser should be renewed, modified, or
terminated and (iii) periodically report to the Fund's Board
regarding the results of its evaluation and monitoring
functions. The Subadviser recognizes that its services may
be terminated or modified pursuant to this process.
(b) The Subadviser shall authorize and permit any of its Trustees,
officers and employees who may be elected as Trustees or officers of
the Fund 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.
(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.
(d) The Subadviser agrees to maintain adequate compliance procedures
to ensure its compliance with the 1940 Act, the Investment Advisers
Act of 1940 and other applicable state and federal regulations.
(e) The Subadviser shall furnish to the Manager copies of all records
prepared in connection with (i) the performance of this Agreement and
(ii) the maintenance of compliance procedures 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 Fund pursuant to the Management Agreement and, as
more particularly discussed above, shall oversee and review the
Subadviser's performance of its duties under this Agreement.
3. For the services provided and the expenses assumed pursuant to
this Agreement, the Manager shall pay the Subadviser as full
compensation therefor, a fee equal to the percentage of the Fund's
average daily net assets of the portion of the Fund managed by the
Subadviser as described in the attached Schedule A.
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 Trustees of the Fund 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 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
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 Fund 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. 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.
PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC
BY: /s/ Xxxxxx X. Xxxxx
------------------------
Xxxxxx X. Xxxxx
Executive Vice President
XXXXXXXX ASSOCIATES LLC
BY: /s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Executive Vice President
SCHEDULE A
Prudential 20/20 Focus Fund VALUE SLEEVE
0.375% to $1 bil. and
0.3325% over $ 1 bil.
GROWTH SLEEVE
.30 of 1% to $300 mil.
.25 of 1% over $300 mil.
Prudential Natural Resources Fund, Inc. 0.375%
Prudential Sector Funds, Inc.
Prudential Financial Services Fund 0.375%*
Prudential Technology Fund 0.375%*
Prudential Utility Fund 0.300% to $250 mil.
0.238% next $500 mil.
0.203% next $750 mil.
0.170% next $500 mil.
0.140% next $2 bil.
0.122% next $2 bil.
0.105% over $6 bil.
Prudential Small Company Fund, Inc. 0.455%
Prudential U.S. Emerging Growth Fund, Inc. 0.300% to $1 bil.
0.261% over $1 bil.
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* As to the Strategically Managed segment's assets
