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Exhibit 99.D6
STRATEGIC PARTNERS SERIES
STRATEGIC PARTNERS NEW ERA GROWTH FUND
Subadvisory Agreement
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Agreement made as of this 8th day of November, 2000, between Prudential
Investments Fund Management LLC, a New York limited liability company (PIFM or
the Manager), and Massachusetts Financial Services Company, a Delaware
corporation (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 as provided by the
Manager to the Subadviser, and the Prospectus of 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, Subchapter M of the Internal
Revenue
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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 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
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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 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.
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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 written 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
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 500 Boylston Street, Boston, Massachusetts 02116,
Attention: Robert T. Burns.
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.
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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/ John W. Ballen
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John W. Ballen
Director, CIO & President
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