Exhibit (d) (3)
PRUDENTIAL CORE INVESTMENT FUND
(National Municipal Money Market Series)
Subadvisory Agreement
---------------------
Agreement made as of this 1st day of June, 1999 between Prudential
Investments Fund Management LLC, a New York limited liability company (PIFM or
the Manager), and The Prudential Investment Corporation, a New Jersey
Corporation (the Subadviser).
WHEREAS, the Manager has entered into a Management Agreement, dated
June 1, 1999 (the Management Agreement), with Prudential Core Investment Fund
(the Fund), a Delaware business trust and a diversified open-end management
investment company registered under the Investment Company Act of 0000 (xxx 0000
Xxx), pursuant to which PIFM will act as Manager of the National Municipal Money
Market Series of the Fund (the Series).
WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to the Series in connection with the management of a portion
of the Series 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 and of the Board of
Trustees of the Fund, the Subadviser shall manage the investment
operations of the Series and the composition of the Series' portfolio,
including the purchase, retention and disposition thereof, in
accordance with the Series' 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 the Series'
investments and determine from time to time what investments and
securities will be purchased, retained, sold or loaned by the Series
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, 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 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.
(iii) The Subadviser shall determine the securities and
futures contracts to be purchased or sold by the Series 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 Fund's Registration Statement and
Prospectus or as the Board of Trustees may direct from time to time. In
providing the Series 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 may be used as principal broker for
securities transactions but that no formula has been adopted for
allocation of the Fund's or the Series' investment transaction
business. It is also understood that it is desirable for the Series
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 Series 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 Series 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 Series 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
Series and to such other clients.
(iv) The Subadviser shall maintain all books and records with
respect to the Series' 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.
(v) The Subadviser shall provide the Fund's Custodian on each
business day with information relating to all transactions concerning
the Series' assets 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.
(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 directors, officers or employees.
(c) The Subadviser shall keep the Fund's books and records with respect
to the Series 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.
2. The Manager shall continue to have responsibility for all services
to be provided to the Series pursuant to the Management Agreement and
shall oversee and review the Subadviser's performance of its duties
under this Agreement.
3. The Manager shall reimburse the Subadviser for reasonable costs and
expenses incurred by the Subadviser determined in a manner acceptable
to the Manager in furnishing the services described in paragraph 1
hereof.
4. The Subadviser shall not be liable for any error of judgment or for
any loss suffered by the Series 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 Series, 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 Series 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
THE PRUDENTIAL INVESTMENT CORPORATION
BY: /s/ Xxxx X. Xxxxxxxxxx, Xx.
--------------------------------------
Xxxx X. Xxxxxxxxxx, Xx.
President
