INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, dated as of January 1, 2003, between
PRUDENTIAL INVESTMENT MANAGEMENT, INC. ("PIM"), a New Jersey corporation and THE
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP (the "Partnership"), a
general partnership organized under the laws of New Jersey.
WITNESSETH THAT:
WHEREAS, The Partnership has been established to provide a means for
investing and reinvesting the assets allocated to real estate investment options
under the variable life and variable annuity contracts issued by The Prudential
Insurance Company of America and under such contracts issued by affiliated life
insurance companies; and
WHEREAS, PIM has extensive experience in the acquisition and management of
real estate equities, mortgages, land sale-leasebacks and other investments
(including short-term and intermediate-term debt instruments) that satisfy the
investment policies of the Partnership; and
WHEREAS, The Partnership desires that PIM act as the Partnership's
investment manager; and
WHEREAS, PIM desires to accept such appointment, on the terms and
conditions set forth herein.
NOW, THEREFORE, The Partnership and PIM agree as follows:
1. PIM shall act as the investment manager of the Partnership for a daily
investment management fee equal to an aggregate 1.25% per year of the average
daily gross assets of the Partnership. The Partnership shall also bear all of
its actual operating expenses. The Partnership acknowledges that PIM engages in
real estate investment activities on its own behalf and manages other real
estate investment portfolios for separate accounts, subsidiaries, real estate
investment trusts, limited partnerships, and other entities, and further
acknowledges that such activities may be in competition with the Partnership for
the acquisition and disposition of investments and the time and services of
PIM's employees.
2. PIM shall manage the investment and reinvestment of assets held by the
Partnership in a manner consistent with the prospectuses for the separate
accounts participating in the Partnership contained in the then-current
registration statements for such accounts on file with the Securities and
Exchange Commission. The Partnership has delivered or will deliver to PIM copies
of such prospectuses and shall
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promptly furnish PIM with a copy of each amendment or supplement thereto.
3. The Partnership shall provide PIM with instructions for monitoring the
composition of investments of the Partnership to ensure that, in accordance with
a "no-action" position taken by the staff of the Securities and Exchange
Commission, the separate accounts participating in the Partnership do not become
"investment companies" within the meaning of Section 3(a) of the Investment
Company Act of 1940. PIM shall comply with those instructions.
4. PIM will manage the Partnership's business affairs, including the
keeping the Fund's books and records, and make such reports regarding the
management of the Partnership as the Partnership may from time to time require.
In addition PIM shall furnish applicable federal and state regulatory
authorities with any information or reports in connection with its services
under this Agreement, which such authorities may request in order to ascertain
whether the Partnership's operations are being conducted in a manner consistent
with any applicable law or regulation.
5. The Partnership shall be ultimately responsible for the management and
control of the Partnership's assets and in furtherance thereof, the Partnership
shall have the right (a) to interpret the investment objectives and policies and
restrictions of the Partnership and direct PIM to comply therewith, (b) to
direct PIM to pursue, or not pursue, any investment strategies for the
Partnership, and (c) to direct PIM to purchase or sell any specific investments
for the Partnership. The Partnership shall also have the right to change the
Partnership's investment objectives, policies and restrictions.
6. PIM shall maintain such records regarding its management of the
Partnership as the Partnership may require. All records maintained by PIM in
connection with this Agreement shall be the property of the Partnership and
shall be returned to the Partnership upon termination of this Agreement, free
from any rights of retention. The Partnership shall have the right to inspect,
audit and copy all pertinent records pertaining to the performance of services
under this Agreement. PIM shall keep confidential any information obtained
pursuant to this Agreement and shall disclose such information only if the
Partnership has authorized such disclosure, or if such disclosure is expressly
required by applicable regulatory authorities.
7. The Partnership acknowledges that, in addition to the management fee
set forth in paragraph one of this Agreement, PIM's management of the
Partnership's assets may result in PIM or its affiliates obtaining substantial
fee income from the Partnership's assets or from the cash flow of the
Partnership's investments for services rendered in connection with the
Partnership's operations, including, but not limited to, real estate brokerage
commissions and fees for property management services.
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8. The term of this Agreement shall be one year, commencing as of the date
set forth above and continuing automatically from year to year thereafter;
provided, however, that this Agreement may be terminated by either party at any
time upon not less than 30 days' prior written notice to the other party. No
termination shall be effective unless such termination is (i) filed with the New
Jersey Department of Banking and Insurance ("NJDBI"), the Arizona Department of
Insurance ("AZDOI") and the New York Insurance Department ("NYID") at least 30
days prior to the proposed effective date, (ii) not disapproved by any of the
NJDBI or NYID, (iii) made in writing, and (iv) signed by the parties hereto.
9. No assignment, amendment, or modification is effective unless such
assignment, amendment, or modification is (i) filed with the NJDBI, AZDOI and
NYIDat least 30 days prior to the proposed effective date, (ii) not disapproved
by any of the NJDBI, AZDOI or the NYID, (iii) made in writing, and (iv) signed
by the parties hereto.
10. This Agreement will be construed and enforced according to the laws of
the State of New Jersey.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by the undersigned, thereunto duly authorized as of the
date first written.
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By: /S/
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Name: Xxxxxxx X. XxXxxx
Title: Principal, Fund Management
THE PRUDENTIAL VARIABLE CONTRACT
REAL PROPERTY PARTNERSHIP
By: /S/
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Name: Xxxxxx X. Xxxx
Title: Vice President, Financial Management
