0001133228-06-000326 Sample Contracts

STRATEGIC PARTNERS OPPORTUNITY FUNDS Dryden Strategic Value Fund MANAGEMENT AGREEMENT
Management Agreement • May 31st, 2006 • Strategic Partners Opportunity Funds • New York

Agreement made the 13th day of February 2001, as amended and restated the 19th day of September 2005, between Strategic Partners Opportunity Funds (the Fund), a Delaware statutory trust, and Prudential Investments LLC, a New York limited liability company (the Manager).

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ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • May 31st, 2006 • Strategic Partners Opportunity Funds

THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A dated July 1, 2005 attached hereto (each a "Fund") and PFPC INC. (“PFPC”). As used herein, the term “Agreement” shall mean this Accounting Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Accounting Services Agreement.

STRATEGIC PARTNERS OPPORTUNITY FUNDS Dryden Strategic Value Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • May 31st, 2006 • Strategic Partners Opportunity Funds • New York

Agreement made as of this 14th day of September, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC, a New Jersey limited liability company (QMA or the Subadviser),

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