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Exhibit (d)(6)
STRATEGIC PARTNERS SERIES
STRATEGIC PARTNERS NEW ERA GROWTH FUND
Subadvisory Agreement
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Agreement made as of this _____ day of ______, 2000, between Prudential
Investments Fund Management LLC, a New York limited liability company (PIFM or
the Manager), and Massachusetts Financial Services Company, a
___________________________ (the Subadviser).
WHEREAS, the Manager has entered into a Management Agreement, dated
August 23, 2000 (the Management Agreement), with Strategic Partners Series (the
Trust), a Delaware business trust and an open-end, management investment company
registered under the Investment Company Act of 1940 (the 1940 Act), on behalf of
its series the Strategic Partners New Era Growth Fund (the Fund), pursuant to
which PIFM will act as Manager of the Fund.
WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to the Fund in connection with the management of a portion of
its assets 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 Trust, the Subadviser shall manage the investment
operations of a portion of the Fund and the composition of a portion of
the Fund's portfolio, including the purchase, retention and disposition
thereof, in accordance with the Fund's investment objective, 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 a portion of
the Fund's investments and 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
Agreement and Declaration of Trust and By-Laws of the Trust and
the Prospectus of
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the Fund and with the instructions and directions of the Manager
and of the Board of Trustees of the Trust and will conform to and
comply with the applicable 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 a 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) to carry out the policy with
respect to brokerage as set forth in the Trust's Registration
Statement and the Fund's Prospectus or as the Board of Trustees
may direct from time to time. In providing the Fund with
investment advice, it is recognized that the Subadviser will give
primary consideration to securing the most favorable price and
efficient execution under the circumstances. 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
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 Trust'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
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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
Board of Trustees such periodic and special reports as the
Trustees may reasonably request.
(v) The Subadviser shall provide the Trust's Custodian on each
business day with information relating to all transactions
concerning the Fund's 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 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.
2. The Manager shall continue to have responsibility for all
services to be provided to the Fund pursuant to the Management
Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement.
3. For the services provided in this Agreement, the Manager will pay
to the Subadviser as full compensation therefor a fee at an annual
rate of .50 of 1% of
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the average daily net assets of the portion of the Fund advised by the
Subadviser on total Fund assets up to and including $1 billion and .40
of 1% of the average daily net assets of the portion of the Fund
advised by the Subadviser on total Fund assets in excess of $1
billion. This fee will be computed daily and paid to the Subadviser
monthly.
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 Trust or by vote of a
majority of the outstanding voting securities (as defined in the 1940
Act) 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 1940 Act) 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 partners, officers, or employees 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 Trust or the
public, which refer to the Subadviser in any way, prior to use thereof
and not to use material until the Subadviser provides affirmative
approval of such use. Sales literature may be furnished to the
Subadviser hereunder by first-class or overnight mail, facsimile
transmission equipment or hand delivery.
8. Any notice or other communication required to be given pursuant
to this Agreement shall be deemed duly given if delivered or mailed
by registered
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mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100
Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (2)
to the Subadviser at _______________________________________________,
Attention: _____________.
9. This Agreement may be amended by mutual consent, but the consent
of the Trust must be obtained in conformity with the requirements of
the 1940 Act.
10. 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/ Robert F. Gunia
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Robert F. Gunia
Executive Vice President
MASSACHUSETTS FINANCIAL SERVICES COMPANY
BY: /s/
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