PRUDENTIAL VARIABLE CONTRACT ACCOUNT 11
PRE 14A, 2000-11-17
Previous: AREA BANCSHARES CORP, 8-K, EX-99.1, 2000-11-17
Next: PRUDENTIAL VARIABLE CONTRACT ACCOUNT 10, PRE 14A, 2000-11-17




                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                                (Amendment No.___)


Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[x]  Preliminary Proxy Statement

[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))

[ ]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to ss. 240.14a-2

     The Prudential Variable Contract Account-11
     -------------------------------------------------------------------
     (Name of Registrant as Specified In Its Charter)

     -------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
               and 0-11.

     1)   Title of Each class of securities to which transaction applies:

     -------------------------------------------

     2)   Aggregate number of securities to which transaction applies:

     -------------------------------------------

     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

     -------------------------------------------


<PAGE>


     4)   Proposed maximum aggregate value of transaction:

     -------------------------------------------

     5)   Total fee paid:

     -------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting
    fee was paid previously. Identify the previous filing by registration
    statement number, or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

     -------------------------------------------

     2)   Form, Schedule or Registration Statement No.:

     -------------------------------------------

     3)   Filing Party:

     -------------------------------------------

     4)   Date Filed:

     -------------------------------------------


<PAGE>

                   THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11
                                751 Broad Street
                              Newark, NJ 07102-3777

Dear Contractholder/Participant:

     You are hereby notified that The Prudential Variable Contract Account-11
("VCA-11") will hold a special meeting of persons having a right to vote with
respect to VCA-11 in the offices of The Prudential Insurance Company of America,
Gateway Center 3, 100 Mulberry Street , 14th Floor, Newark, New Jersey on
January 10, 2001 at 12:00 p.m. Eastern time for the following purposes:

     1.   To approve a new "managers-of-managers" structure for VCA-11 under
          which the VCA-11 Committee may enter into and make changes to
          subadvisory agreements without approval of persons having voting
          rights.

     2.   To approve a new management agreement with Prudential Investments Fund
          Management LLC.

     3.   To approve a new subadvisory agreement with the Prudential Investment
          Corporation ("PIC"), an affiliate of The Prudential Insurance Company
          of America.

     4.   To transact such other business as may properly come before the
          meeting or any adjournments thereof.

The VCA-11 Committee has fixed the close of business on November 10, 2000 as the
record date for the determination of persons entitled to notice of, and to vote
at, this meeting and any adjournments thereof.



                                    By order of the Committee



                                    Christopher Sprague,
                                    Secretary

December __, 2000

                                       1


<PAGE>


                   THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11
                 SPECIAL MEETING OF PERSONS HAVING VOTING RIGHTS
                                JANUARY 10, 2001

                                 PROXY STATEMENT

     The Committee of The Prudential Variable Contract Account-11 ("VCA-11" or
the "Account") solicits your voting instructions for the special meeting of
persons having voting rights in VCA-11 scheduled for January 10, 2001, and any
and all adjournments thereof. This proxy statement and the voting instruction
form will be first mailed to persons having voting rights on or about December
1, 2000.

     This proxy statement provides information about the three proposals on
which we seek your vote. The proposals seek your approval to adopt a
"manager-of-managers" structure to govern VCA-11, to enter into a new management
agreement, and to enter a new subadvisory agreement. ADVISORY FEES PAID BY
VCA-11 WILL NOT CHANGE AS A RESULT OF THESE PROPOSALS.

     THE VCA-11 COMMITTEE HAS CONSIDERED EACH OF THE PROPOSALS AND DETERMINED
THAT APPROVAL IS IN THE BEST INTEREST OF VCA-11 PARTICIPANTS. We provide more
detail about these proposals below.

THE PROPOSALS

     Three proposals are being considered at the Special Meeting:

     o    To approve a manager-of-managers structure for VCA-11 under which the
          VCA-11 Committee may enter into and make changes to subadvisory
          agreements without approval of persons having voting rights ("Proposal
          1").

     o    To approve a new management agreement with Prudential Investments Fund
          Management LLC ("PIFM") ("Proposal 2").

     o    To approve a new subadvisory agreement with the Prudential Investment
          Corporation ("PIC"), an affiliate of The Prudential Insurance Company
          of America ("Prudential") ("Proposal 3").

WHO VOTES?

     Under most Section 403(b) plans, participants have voting rights in VCA-11
and this proxy statement will be sent to them. Under some qualified plans, the
contractholder will have the voting rights. In general, for qualified plans with
a trustee, we will send the proxy statement to the contractholder so it can
determine whether the plan provides for voting by the contractholder or the
participants.

                                       2

<PAGE>


     Voting rights are determined as of the close of business on the record date
of November 10, 2000. The person having voting rights is entitled to the number
of votes and fractions thereof equal to the number of dollars and fractions
thereof in the individual accumulation account(s) in VCA-11. As of the record
date of November 10, 2000, there were ___________ VCA-11 units outstanding and
eligible for voting rights. Prudential is entitled to vote the number of votes
and fractions thereof equal to $__________ of its own funds invested in VCA-11
as of the record date of November 10, 2000, which represents _____% of the
Account. Prudential will cast its votes in the same proportions as all other
persons having voting rights represented at the meeting in person or by proxy.
For example, if 90% of the persons having voting rights who vote are in favor of
a proposal, Prudential will cast 90% of its votes in favor of the proposal.

     VCA-11 units are voted in accordance with voting instructions received from
persons having voting rights in VCA-11 as of the record date of November 10,
2000. When we refer to "you" in this proxy statement, we are referring to
persons having voting rights in VCA-11. If you abstain, your vote will
effectively be a vote against the proposal. If you submit a properly executed
voting instruction form but omit instructions with respect to any proposal, we
will vote the appropriate number of VCA-11 units as if you had given
instructions to vote for approval of the proposal.

REQUIRED VOTE

     We will adopt each proposal if it is approved by the vote of a majority of
units in VCA-11. The federal securities law defines a majority of units as the
lesser of (a) a vote of 67% or more of VCA-11 units whose holders are present or
represented by a proxy at the meeting if the holders of more than 50% of all
units are present in person or represented at the meeting, or (b) a vote of more
than 50% of all VCA-11 units. If only Proposals 2 and 3 are approved, we will
implement the new agreements without the manager-of-managers authority. If less
than all three proposals are approved, the VCA-11 Committee will meet and may
determine not to implement some or both of the Proposals that were approved.

HOW CAN I VOTE?

o    BY MAIL: By signing, dating, voting, and returning the proxy card in the
     enclosed postage paid envelope.

o    BY PHONE: With a toll-free call to 1-888-221-0697 between 9:00 a.m. and
     10:00 p.m. (Eastern Time).

o    BY INTERNET: By signing onto the Internet site listed on your proxy card
     and entering the proper information, including the control number also
     listed on your proxy card.

o    IN PERSON: By attending the meeting and voting your units.

     If you have questions regarding this proxy statement, please call (877)
778-5008, from 8 a.m. to 6 p.m. Eastern Time, Monday through Friday.

                                       3

<PAGE>


     For your voting instructions to be effective, we must receive them prior to
the close of business on January 3, 2001. You may revoke your instructions by
notifying in writing VCA-11, at 751 Broad Street, Newark, NJ 07102-3777, prior
to the close of business on January 3, 2001. Alternatively, you may attend the
meeting and vote in person, in which case any prior instructions you provided
will be revoked.

OTHER INFORMATION

     As of November 10, 2000, the members of the Committee and the officers of
VCA-11 owned less than 5% of VCA-11 units. To the knowledge of VCA-11, no owner
of record owned beneficially more than 5% of outstanding VCA-11 units as of
November 10, 2000. None of VCA-11's executive officers has any substantial
economic interest in any matter to be acted upon at the meeting.

     This solicitation is being made by mail, but it may also be made by
telephone, facsimile, or personal interview. As explained below, Prudential or
one of its affiliates, not VCA-11, will bear the cost of the solicitation.

     For a proposal to be presented at a special meeting of persons having
voting rights, we must receive the proposal a reasonable time before the
solicitation of proxies is made. Usually, the proposal must arrive 90 days
before the mailing. We do not ordinarily hold annual meetings, so proposals are
presented only when special meetings are held. Therefore, we will retain all
proposals received from persons with voting rights. Those proposals will then be
eligible to be considered for distribution with the proxy materials for the next
special meeting.

OBTAINING A COPY OF THE ANNUAL OR SEMI-ANNUAL REPORT

     VCA-11'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS MAY BE OBTAINED WITHOUT
CHARGE BY WRITING TO THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, C/O PRUDENTIAL
INVESTMENTS, 30 SCRANTON OFFICE PARK, SCRANTON, PA 18507-1789 OR BY CALLING
(800) 458-6333 (TOLL FREE).

                                   PROPOSAL 1

              TO APPROVE A MANAGER-OF-MANAGERS STRUCTURE FOR VCA-11

     The VCA-11 Committeee, including all of the independent members, has
approved, and recommends that persons having voting rights in VCA-11 approve, a
proposal to adopt a manager-of-managers structure to govern VCA-11. THIS NEW
STRUCTURE WILL NOT CHANGE ADVISORY FEES PAID BY VCA-11.

     Under a manager-of-managers structure, VCA-11's investment manager will be
authorized to select (with approval of the Committee's independent members) one
or more

                                      4

<PAGE>


subadvisers to handle the actual day-to-day investment management of VCA-11.
(The investment manager, not VCA-11, pays the fee of any subadviser, so VCA-11
expenses do not increase when a subadviser is hired.) Under this structure, the
investment manager will monitor each subadviser's performance through
quantitative and qualitative analysis and periodically report to the VCA-11
Committee as to whether each subadviser's agreement should be renewed,
terminated or modified. The investment manager is also responsible for
allocating assets among the subadvisers if VCA-11 has more than one subadviser.
In those circumstances, the allocation for each subadviser can range from 0% to
100% of VCA-11's assets, and the investment manager can change the allocations
without approval of the VCA-11 Committee or persons having voting rights.

     Currently, VCA-11 must prepare a proxy statement and obtain approval from
persons having voting rights for any subadvisory agreement. Under the proposed
manager-of-managers structure, approval of persons having voting rights would
not be required. Instead, the investment manager (with approval of the
Committee's independent members) could hire new subadvisers and amend their
agreements without incurring the expense and delay of a proxy statement and a
meeting of persons having voting rights. Nevertheless, even though approval of
persons having voting rights would not be required, VCA-11 would send persons
having voting rights an information statement containing substantially all of
the information about the new subadviser and the new or amended subadvisory
agreement that would otherwise have been included in a proxy statement.
Prudential and the VCA-11 Committee believe that this structure allows advisory
changes, if any, to be made more quickly and efficiently, without sacrificing
the quality of service to investors.

     The manager-of-managers structure requires an order issued by the
Securities and Exchange Commission ("SEC"). Any such order requires that we seek
your approval of the structure before we implement it. It is that approval that
we seek with Proposal 1. Currently, VCA-11 is seeking confirmation from the
staff of the Division of Investment Management of the SEC that VCA-11 can
operate under an order already issued to another Prudential mutual fund (the
"Original Order"). The Original Order permits us to hire or amend subadvisory
agreements, without approval of persons having voting rights, only with
subadvisers that are not affiliated with Prudential. If the Original Order is
not applicable to VCA-11, VCA-11 will seek an amendment to the Original Order or
its own order.

     In addition, VCA-11 intends to seek an amendment to the Original Order or a
new order from the SEC permitting us to (1) hire one or more new affiliated
subadvisers without approval of persons having voting rights; (2) amend existing
agreements with affiliated subadvisers without approval of persons having voting
rights; and (3) disclose only the aggregate fees (both as a dollar amount and as
a percentage of VCA-11's net assets) paid to each unaffiliated subadviser
("Aggregate Fee Disclosure") by the investment manager, not VCA-11. With
Proposal 1, we seek your approval to extend the manager-of-managers structure to
affiliated subadvisers and to permit Aggregate Fee Disclosure if and when we
obtain such an order from

                                       5

<PAGE>


the SEC. We will, of course, comply with any condition imposed by the SEC under
any new or amended order.

     If persons having voting rights approve all three Proposals described in
this Proxy Statement, the initial investment manager will be PIFM, the
Prudential subsidiary primarily responsible for mutual fund management, and the
initial subadviser will be PIC, the Prudential subsidiary currently responsible
for day-to-day management of VCA-11. (Proposals 2 and 3 below provide more
information about PIFM and PIC.) Initially 100% of VCA-11's assets will be
managed by PIC. PIFM does not currently intend to recommend that any additional
subadvisers be added because of PIC's strong performance record. PIFM, however,
will continue to monitor PIC's performance and may determine to recommend
additional subadvisers. If one or more subadvisers are added to VCA-11, PIFM
will be responsible for determining the allocation of assets among the
subadvisers and will have the flexibility to increase the allocation to any one
subadviser to as much as 100% and decrease the allocation to any one subadviser
to as little as 0%. It is possible that PIFM will continue to be satisfied with
the performance record of PIC and not recommend any additional subadvisers. The
manager-of-managers structure we are asking persons having voting rights to
approve will give VCA-11 the flexibility to efficiently retain additional
subadvisers, but it is possible that no subadvisers will be added.

MATTERS CONSIDERED BY THE COMMITTEE

     On November 1, 2000, the VCA-11 Committee, including all of the independent
members, approved the proposal to present the manager-of-managers structure to
persons having voting rights. The VCA-11 Committee received materials discussing
this type of management structure in advance of the meeting and had the
opportunity to ask questions and request further information in connection with
such consideration. The VCA-11 Committee considered that the fee would not
change as a result of the proposal and that the new manager-of-managers
structure will provide an opportunity to hire subadvisers and amend their
subadvisory agreements more efficiently and with less expense. The VCA-11
Committee also considered that PIFM has substantial experience in evaluating
investment advisers and that PIFM will bring that experience to the task of
evaluating the current subadviser for VCA-11 and any potential new subadviser.
The VCA-11 Committee concluded that adopting the manager-of-managers structure
was in the best interest of VCA-11 and persons having voting rights in VCA-11.

THE COMMITTEE OF VCA-11  RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

                                   PROPOSAL 2

                TO APPROVE A NEW MANAGEMENT AGREEMENT FOR VCA-11

     The VCA-11 Committee, including all of the independent members, has
approved, and recommends that persons having voting rights approve, a proposal
to adopt a new management

                                       6

<PAGE>


agreement with PIFM (the "New Agreement") (attached as Exhibit A). ADVISORY FEES
PAID BY VCA-11 WILL NOT CHANGE UNDER THE NEW AGREEMENT.

     The New Agreement includes two primary changes. First, a Prudential
subsidiary, rather than Prudential itself, will serve as the investment manager.
Second, the New Agreement reflects the manager-of-managers structure, described
in Proposal 1.

     Under the New Agreement, PIFM, an indirect wholly-owned subsidiary of
Prudential, will serve as the investment manager. Under the existing agreement,
Prudential is the investment manager. PIFM already serves as investment manager
to most funds in the Prudential mutual fund family, and the VCA-11 Committee and
management determined that it was appropriate to centralize responsibility for
overall mutual fund investment management in one Prudential subsidiary to the
extent possible. This change does not affect the personnel providing the actual
day-to-day investment management of VCA-11.

     Set forth below is additional information about the existing management
agreement, the New Agreement and the new investment manager, PIFM.

EXISTING AGREEMENT

     Currently, Prudential serves as the investment manager of VCA-11 under an
investment management agreement dated March 17, 1982 and amended June 10, 1983
(the "Existing Agreement"). The Existing Agreement was last submitted for
approval by persons having voting rights in VCA-11 September 8, 1983. It was
last renewed by unanimous vote of the VCA-11 Committee on May 23, 2000.

     Prudential is a mutual insurance company founded in 1875 under the laws of
the State of New Jersey. Prudential is currently considering reorganizing itself
into a publicly-traded stock company through a process known as
"demutualization." Prudential is working toward completing the demutualization
process in 2001, although there is no certainty that the demutualization will be
completed by that time or that the necessary approvals will be obtained. Also,
it is possible that after careful review, Prudential could decide not to
demutualize or could delay its plans.

     Under the Existing Agreement, Prudential is responsible for the day-to-day
investment management of VCA-11, including selecting its investments. Prudential
(or a subadviser, under Prudential's supervision) is responsible for the
selection of brokers and dealers to effect all transactions. Under the Existing
Agreement, Prudential bears the expenses for investment advisory services
incurred in connection with the purchase and sale of securities (but not the
brokers' commissions and transfer taxes and other charges and fees attributable
to investment transactions), the salaries and expenses of all VCA-11 Committee
members, officers, and employees reasonably necessary for VCA-11's operations,
and the expenses for the facilities of

                                       7


<PAGE>


VCA-11. Prudential also is responsible for the administrative and record keeping
functions of VCA-11 and pays the expenses associated with them.

     For its investment advisory services, VCA-11 paid Prudential an advisory
fee equal to 0.25% per year of the average daily net assets of VCA-11. In 1999,
VCA-11 paid Prudential $________ for providing investment management services.

FEES PAID TO PRUDENTIAL OR PRUDENTIAL AFFILIATES

     Prudential charges VCA-11 a daily charge of 0.75% of the net asset value of
VCA-11 for administrative expenses not covered by the annual account charge. In
1999 VCA-11 paid Prudential $900,712 for administrative expenses. Prudential
also receives an annual administration fee charged against the accumulation
account of each participant. This charge varies with each contract but is not
more than $30 for any accounting year. During 1999, Prudential collected $47,735
in these charges. Also, certain withdrawals made under a contract on behalf of a
participants have a deferred sales charge. The deferred sales charges during
1999 were $2,716. These fees will not change as a result of this proposal.

OTHER PRUDENTIAL SERVICE PROVIDERS

     Prudential Investment Management Services LLC ("PIMS"), an indirect
wholly-owned subsidiary of Prudential, acts as the principal underwriter for
VCA-11. PIMS is located at Gateway Center 3, 100 Mulberry Street, Newark, NJ
07102. Under the terms of the distribution agreement Prudential, not VCA-11, is
responsible for compensating PIMS. VCA-11 does not pay any fee to PIMS.

NEW AGREEMENT

     Under the New Agreement, VCA-11 would receive investment advisory services
from PIFM. PIFM is a wholly-owned subsidiary of PIFM Holdco, Inc. ("PPHCo"),
which is a wholly-owned subsidiary of Prudential Asset Management Holding
Company ("PAMHCo"), which a wholly-owned subsidiary of Prudential. The address
for PIFM, PPHCo and PAMHCo is Gateway Center 3, 100 Mulberry Street, Newark, NJ
07102.

     PIFM serves as manager to almost all the other investment companies that
comprise the Prudential mutual fund complex. As of June 30, 2000, PIFM managed
and /or administered open-end and closed-end management investment companies
with assets of approximately $76 billion. PIFM serves as an investment adviser
for the Command Money Fund, a comparable retail fund with investment objectives
and strategies similar to those of VCA-11. As of September 30, 2000 the Command
Money Fund had approximately $14,333,273,000 in assets. For its investment
advisory services to the Command Money Fund, PIFM receives 0.50% of the average
daily net assets on the first $500 million of assets, 0.425% of average daily
net assets on assets from $500 million to $1 billion, 0.375% of average daily
net assets on

                                       8

<PAGE>


assets from $500 million to 1 billion, 0.375% of average daily net assets on
assets from $1 billion to $1.5 billion, and 0.35% of average daily net assets
for assets over $1.5 billion.

     The New Agreement is attached as Exhibit A. In brief, the New Agreement
provides that:

     o    PIFM will administer VCA-11's business affairs and supervise VCA-11's
          investments and PIFM may engage one or more subadvisers for VCA-11,
          which will have primary responsibility for determining what
          investments VCA-11 will purchase, retain, and sell;

     o    PIFM (or the subadviser, acting under PIFM's supervision) will select
          brokers to effect trades for VCA-11 , and may pay a higher commission
          to a broker that provides research services;

     o    PIFM will pay the salaries and expenses of any Committee member,
          employee, or officer of VCA-11 and all expenses incurred by PIFM in
          connection with managing VCA-11's business, except brokers'
          commissions, transfer taxes, and other charges and fees attributable
          to investment transactions, any other local, state or federal taxes,
          fidelity bond and insurance, litigation and indemnification expenses
          and other extraordinary expenses not incurred in the ordinary course
          of VCA-11's business, and any expenses assumed by VCA-11 under any
          distribution plan;

     o    PIFM will pay any subadvisory fee;

     o    PIFM will charge the same advisory fee as Prudential charges VCA-11
          under the Existing Agreement;

     o    PIFM may replace VCA-11's subadviser or amend a subadvisory agreement;
          and o If VCA-11 has more than one subadviser, PIFM will determine the
          allocation of assets among VCA-11 's subadvisers.

     The table below lists the name and principal occupation of PIFM's principal
executive officers. (PIFM has no directors.) The address of each person is
Gateway Center 3, 100 Mulberry Street, Newark, NJ 07102-4077.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
              NAME                           POSITION WITH PIFM                     PRINCIPAL OCCUPATIONS
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
David R. Odenath, Jr.              President, Chief Executive Officer      President, Chief Executive Officer and
                                   and Chief Operating Officer             Chief Operating Officer, PIFM; Senior
                                                                           Vice President, Prudential
------------------------------------------------------------------------------------------------------------------
Robert F. Gunia                    Executive Vice President and Chief      Executive Vice President and Chief
                                   Administrative Officer                  Administrative Officer, PIFM; Vice
                                                                           President, Prudential; President, PIMS
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9


<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
              NAME                           POSITION WITH PIFM                     PRINCIPAL OCCUPATIONS
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
William V. Healey                  Executive Vice President, Chief Legal   Executive Vice President, Chief Legal
                                   Officer and Secretary                   Officer and Secretary, PIFM; Vice
                                                                           President and Associate General
                                                                           Counsel, Prudential; Senior Vice
                                                                           President, Chief Legal Officer and
                                                                           Secretary, PIMS
------------------------------------------------------------------------------------------------------------------
Theodore F. Kilkuskie              Executive Vice President                Executive Vice President, PIFM
------------------------------------------------------------------------------------------------------------------
Ajay Sawhney                       Executive Vice President                Executive Vice President, PIFM
------------------------------------------------------------------------------------------------------------------
Judy A. Rice                       Executive Vice President                Executive Vice President, PIFM
------------------------------------------------------------------------------------------------------------------
Lynn M. Waldvogel                  Executive Vice President                Executive Vice President, PIFM
------------------------------------------------------------------------------------------------------------------
</TABLE>

     There are several officers of VCA-11 who are also officers of the proposed
investment adviser, PIFM. The table below lists people who are officers of both
VCA-11 and PIFM.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
              NAME                          POSITION WITH VCA-11                      POSITION WITH PIFM
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
David R. Odenath, Jr.              President                               President, Chief Executive Officer and
                                                                           Chief Operating Officer
------------------------------------------------------------------------------------------------------------------
Robert F. Gunia                    Vice President                          Executive Vice President and Chief
                                                                           Administrative Officer
------------------------------------------------------------------------------------------------------------------
William V. Healey                  Assistant Secretary                     Executive Vice President, Chief Legal
                                                                           Officer and Secretary
------------------------------------------------------------------------------------------------------------------
Grace C. Torres                    Treasurer, Principal Financial &        Senior Vice President and Assistant
                                   Accounting Officer                      Treasurer
------------------------------------------------------------------------------------------------------------------
</TABLE>

MATTERS CONSIDERED BY THE COMMITTEE

     On November 1, 2000, the VCA-11 Committee, including all of the independent
Committee members, approved the proposal to present the New Agreement to persons
having voting rights. The VCA-11 Committee received materials relating to the
New Agreement in advance of the meeting and had the opportunity to ask questions
and request further information in connection with such consideration. The
VCA-11 Committee considered that the fee would not change as a result of this
proposal. The VCA-11 Committee also considered that it was appropriate that
PIFM, as the Prudential subsidiary specializing in mutual fund management, serve
as manager for VCA-11, and that the change from Prudential to PIFM will not have
an

                                       10


<PAGE>


effect on the actual personnel who manage VCA-11. The VCA-11 Committee also
considered that the other provisions of the New Agreement are substantially
similar to the Existing Agreement. The VCA-11 Committee concluded that approving
the New Agreement was in the best interest of VCA-11 and the persons having
voting rights in VCA-11.

THE COMMITTEE OF VCA-11 RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

                                   PROPOSAL 3

                TO APPROVE A NEW SUBADVISORY AGREEMENT FOR VCA-11

     The VCA-11 Committee, including all of the independent members, has
approved, and recommends that persons having voting rights approve, a proposal
to adopt a new subadvisory agreement between PIFM and PIC (the "New Subadvisory
Agreement") (attached as Exhibit B). ADVISORY FEES PAID BY VCA-11 WILL NOT
CHANGE AS A RESULT OF THIS PROPOSAL.

     Currently, Prudential Investment Corporation ("PIC") serves as subadviser
to VCA-11, providing day-to-day investment management of VCA-11's portfolio,
under an agreement dated December 31, 1984 (the "Existing Subadvisory
Agreement"). Other than a change in the fee arrangement between VCA-11's
investment manager and its subadvisers, there are no material differences
between the Existing Subadvisory Agreement and the New Subadvisory Agreement.

     Set forth below is additional information about the agreements and the
subadviser, PIC.

EXISTING SUBADVISORY AGREEMENT

     The Existing Subadvisory Agreement dated December 31, 1984 was last
submitted to persons having voting rights for approval on November 4, 1985 and
was last renewed by the VCA-11 Committee on May 23, 2000. Subject to
Prudential's supervision, substantially all of the investment management
services provided by Prudential are furnished by its wholly-owned subsidiary,
PIC. PIC is located at Gateway Center 3, 100 Mulberry Street, Newark, NJ 07102.
Under the Existing Subadvisory Agreement, Prudential reimbursed PIC for its
costs in providing services to VCA-11.

NEW SUBADVISORY AGREEMENT

     Under the New Subadvisory Agreement, VCA-11 would continue to receive
subadvisory services from PIC. PIC is a wholly-owned subsidiary of Prudential
Asset Management Holding Company ("PAMHCo"), which is a wholly-owned subsidiary
of Prudential. The address for PAMHCo is Gateway Center 3, 100 Mulberry Street,
Newark, NJ 07102. PIC serves as the subadviser for the Command Money Fund, a
comparable retail fund with investment objectives and strategies similar to
those of VCA-11. As of September 30, 2000 the Command Money Fund had
approximately $14,333,273,000 in assets. PIC's subadvisory fee for the services
it

                                       11

<PAGE>


provides to Command Money Fund is 0.25% of the average daily net assets on the
first $500 million of assets, 0.19125% of average daily net assets on assets
from $500 million to $1 billion, 0.15% of average daily net assets on assets
from $1 billion to $1.5 billion, and 0.1225% of average daily net assets for
assets over $1.5 billion.

     The New Subadvisory Agreement provides that PIFM will not reimburse PIC for
its costs and expenses; instead PIFM will pay PIC an annual subadvisory fee of
0.06% of VCA-11's average daily net assets under PIC's management, the fee that
PIC has received for managing other money market assets held in separate
accounts generally. This proposal will not change VCA-11's fees since PIFM is
responsible for compensating subadvisers from its investment advisory fee. In
1999, Prudential paid PIC $ ______with respect to VCA-11. Had the proposed
subadvisory fee been in place during 1999, Prudential would have paid PIC $
_______, which would have been a ___ % decrease.

     The New Subadvisory Agreement is attached as Exhibit B. In brief, the New
Subadvisory Agreement provides that:

     o    PIC will provide day-to-day management of the portion of VCA-11's
          portfolio allocated to it (initially 100%);

     o    PIC will select brokers to effect trades for VCA-11 and may pay a
          higher commission to a broker that provides research services;

     o    PIC will maintain certain books and records on behalf of VCA-11; and

     o    PIFM will be responsible for compensating PIC for its services out of
          the investment advisory fee PIFM receives from VCA-11.

     The table below lists the name and principal occupation of the principal
executive officer and each director of PIC. The address of each person is
Gateway Center 3, 100 Mulberry Street, Newark, NJ 07102.
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
NAME                                POSITION AND PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>
Jack W. Gaston                      Director; Senior Managing Director
-------------------------------------------------------------------------------------------------------------------
Philip N. Russo                     Director; Vice President, Operations - Finance, Prudential
-------------------------------------------------------------------------------------------------------------------
John R. Strangfeld, Jr.             Director; Chief Executive Officer and President; Chairman, PSI; Executive Vice
                                    President, Prudential
-------------------------------------------------------------------------------------------------------------------
James J. Sullivan                   Director; Managing Director; Vice President; Executive Committee Member
-------------------------------------------------------------------------------------------------------------------
Bernard Winograd                    Director; Chief Executive Officer, Prudential Real Estate Investors
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12

<PAGE>

MATTERS CONSIDERED BY THE COMMITTEE

     On November 1, 2000, the VCA-11 Committee, including all of the independent
members, approved the proposal to present the New Subadvisory Agreement with PIC
to persons having voting rights. The VCA-11 Committee received materials
relating to the New Subadvisory Agreement in advance of the meeting and had the
opportunity to ask questions and request further information in connection with
such consideration. The VCA-11 Committee considered that the New Subadvisory
Agreement is substantially the same as the Existing Subadvisory Agreement. The
only significant differences are that under the New Subadvisory Agreement PIFM
will pay PIC an annual subadvisory fee of 0.06% of VCA-11's average daily net
assets under PIC's management, rather than reimburse PIC for its costs and
expenses. The VCA-11 Committee concluded that approving the New Subadvisory
Agreement was in the best interest of VCA-11 and the persons having voting
rights in VCA-11.

THE COMMITTEE OF VCA-11 RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

                                       13

<PAGE>




                                                                      EXHIBIT A

                    PRUDENTIAL VARIABLE CONTRACT ACCOUNT - 11

                              Management Agreement

     Agreement made this ___ day of _______, ______, between Prudential Variable
Contract Account - 11, a separate account of The Prudential Insurance Company of
America (the Fund), and Prudential Investments Fund Management LLC, a New York
limited liability company (the Manager).

                               W I T N E S S E T H

     WHEREAS, the Fund is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the 1940 Act);
and

     WHEREAS, the Fund desires to retain the Manager to render or contract to
obtain as hereinafter provided investment advisory services to the Fund and the
Fund also desires to avail itself of the facilities available to the Manager
with respect to the administration of its day to day business affairs, and the
Manager is willing to render such investment advisory and administrative
services;

     NOW, THEREFORE, the parties agree as follows:

     1. The Fund hereby appoints the Manager to act as manager of the Fund and
as administrator of its business affairs for the period and on the terms set
forth in this Agreement. The Manager accepts such appointment and agrees to
render the services herein described, for the compensation herein provided. The
Manager is authorized to enter into a subadvisory agreement with The Prudential
Investment Corporation ("PIC"), or any other sub-adviser, whether or not
affiliated with Prudential (each, a Subadviser) pursuant to which such
Subadviser shall furnish to the Fund the investment advisory services in
connection with the management of the Fund (each, a Subadvisory Agreement). The
Manager is authorized to retain more than one Subadviser, and if there is more
than one Subadviser, the Manager is authorized to allocate the Fund's assets
among the Subadvisers. The Manager will continue to have responsibility for all
investment advisory services furnished pursuant to any Subadvisory Agreement.
The Fund and Manager understand and agree that Manager will manage the Fund in a
"manager-of-managers" style, which contemplates that Manager will, among other
things, (i) continually evaluate the performance of each Subadviser through
quantitative and qualitative analysis and consultations with such Subadviser
(ii) periodically make recommendations to the Fund's Committee as to whether the
contract with one or more Subadvisers should be renewed, modified, or terminated
and (iii) periodically report to the Fund's Committee regarding the results of
its evaluation and monitoring functions.

                                      A-1


<PAGE>

The Fund recognizes that a Subadviser's services may be terminated or modified
pursuant to this process, and that the Manager may appoint a new Subadviser for
a Subadviser that is so removed.

     2. Subject to the supervision of the Committee of the Fund, the Manager
shall administer the Fund's business affairs and, in connection therewith, shall
furnish the Fund with office facilities and with clerical, bookkeeping and
recordkeeping services at such office facilities and, subject to Section 1
hereof and any Subadvisory Agreement, the Manager shall manage the investment
operations of the Fund and the composition of the Fund's portfolio investments,
including the purchase, retention and disposition thereof, in accordance with
the Fund's investment objectives, policies and restrictions as stated in the
Fund's SEC registration statement, and subject to the following understandings:

          (a) The Manager (or a Subadviser under the Manager's supervision)
     shall provide supervision of the Fund's investments, and shall determine
     from time to time what investments or 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.

          (b) The Manager, in the performance of its duties and obligations
     under this Agreement, shall act in conformity with the Plan of Operations,
     Rules and Regulations of the Fund, the Fund's SEC registration statement,
     and the instructions and directions of the Committee of the Fund, and will
     conform to and comply with the requirements of the 1940 Act and all other
     applicable federal and state laws and regulations. In connection therewith,
     the Manager shall, among other things, prepare and file (or cause to be
     prepared and filed) such reports as are, or may in the future be, required
     by the Securities and Exchange Commission.

          (c) The Manager (or the Subadviser under the Manager's supervision)
     shall determine the securities and futures contracts to be purchased or
     sold by the Fund and will place orders pursuant to its determinations with
     or through such persons, brokers, dealers or futures commission merchants
     (including but not limited to Prudential Securities Incorporated) in
     conformity with the policy with respect to brokerage as set forth in the
     Fund's SEC Registration Statement or as the Committee may direct from time
     to time. In providing the Fund with investment supervision, it is
     recognized that the Manager (or the Subadviser under the Manager's
     supervision) will give primary consideration to securing the most favorable
     price and efficient execution. Consistent with this policy, the Manager (or
     Subadviser under the Manager's supervision) may consider the financial
     responsibility, research and investment information and other services
     provided by brokers, dealers or futures commission merchants who may effect
     or

                                      A-2

<PAGE>



     be a party to any such transaction or other transactions to which other
     clients of the Manager (or Subadviser) may be a party. It is understood
     that Prudential Securities Incorporated (or a broker-dealer affiliated with
     a Subadviser) 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 Manager (or Subadviser) have access to supplemental
     investment and market research and security and economic analysis provided
     by brokers or futures commission merchants, and that such brokers or FCMs
     may execute brokerage transactions at a higher cost to the Fund than may
     result when allocating brokerage to other brokers or futures commission
     merchants on the basis of seeking the most favorable price and efficient
     execution. Therefore, the Manager (or the Subadviser under the Manager's
     supervision) is authorized to pay higher brokerage commissions for the
     purchase and sale of securities and futures contracts for the Fund to
     brokers or futures commission merchants who provide such research and
     analysis, subject to review by the Fund's Committee from time to time with
     respect to the extent and continuation of this practice. It is understood
     that the services provided by such broker or futures commission merchant
     may be useful to the Manager (or the Subadviser) in connection with its
     services to other clients.

          On occasions when the Manager (or a Subadviser under the Manager's
     supervision) deems the purchase or sale of a security or a futures contract
     to be in the best interest of the Fund as well as other clients of the
     Manager (or the Subadviser) the Manager (or 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 so 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 Manager (or the
     Subadviser) in the manner it considers to be the most equitable and
     consistent with its fiduciary obligations to the Fund and to such other
     clients.

          (d) The Manager (or the Subadviser under the Manager's supervision)
     shall maintain all books and records with respect to the Fund's portfolio
     transactions and shall render to the Fund's Committee such periodic and
     special reports as the Committee may reasonably request.

          (e) The Manager (or the Subadviser under the Manager's supervision)
     shall be responsible for the financial and accounting records to be
     maintained by the Fund (including those being maintained by the Fund's
     Custodian).

                                      A-3

<PAGE>


          (f) The Manager (or the Subadviser under the Manager's supervision)
     shall provide the Fund's Custodian on each business day information
     relating to all transactions concerning the Fund's assets.

          (g) The investment management services of the Manager to the Fund
     under this Agreement are not to be deemed exclusive, and the Manager shall
     be free to render similar services to others.

          (h) The Manager shall make reasonably available its employees and
     officers for consultation with any of the Committee members or officers or
     employees of the Fund with respect to any matter discussed herein,
     including, without limitation, the valuation of the Fund's securities.

     3. The Fund has delivered to the Manager copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:

          (a) Rules and Regulations of the Fund (such Rules and Regulations, as
     in effect on the date hereof and as amended from time to time, are herein
     called the "Rules and Regulations");

          (b) Certified resolutions of the Committee members of the Fund
     authorizing the appointment of the Manager and approving the form of this
     agreement;

          (c) Registration Statement under the 1940 Act and the Securities Act
     of 1933, as amended, on Form N-3 (the Registration Statement), as filed
     with the Securities and Exchange Commission (the Commission) relating to
     the Fund and its shares of beneficial interest and all amendments thereto;
     and

          (d) Prospectus and Statement of Additional Information of the Fund.

     4. The Manager shall authorize and permit any of its officers and employees
who may be elected as Committee members or officers of the Fund to serve in the
capacities in which they are elected. All services to be furnished by the
Manager under this Agreement may be furnished through the medium of any such
officers or employees of the Manager.

     5. The Manager shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2 hereof. The Manager agrees that all
records which it maintains for the Fund are the property of the Fund, and it
will surrender promptly to the Fund any such records upon the Fund's request,
provided however that the Manager may retain a copy of such records. The Manager
further agrees to


                                      A-4

<PAGE>

preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such
records as are required to be maintained by the Manager pursuant to Paragraph 2
hereof.

     6. During the term of this Agreement, the Manager shall pay the following
expenses:

          (a) the salaries and expenses of all Committee members and officers
     and employees of the Fund and the Manager,

          (b) all expenses incurred by the Manager in connection with managing
     the ordinary course of the Fund's business, other than those assumed by the
     Fund herein,

          (c) the costs and expenses payable to a Subadviser pursuant to a
     Subadvisory Agreement,

          (d) the registration of the Fund and its shares of capital stock for
     the offer or sale under federal and state securities laws,

          (e) the preparation, printing and distribution of prospectuses for the
     Fund, and advertising and sales literature referring to the Fund for use
     and offering any security to the public,

          (f) the preparation and distribution of reports and acts of the Fund
     required by and under federal and state securities laws,

          (g) the legal and auditing services that may be required by the Fund,

          (h) the conduct of annual and special meetings of persons having
     voting rights, and

          (i) the custodial and safekeeping services that may be required by the
     Fund.

     7. The Fund assumes and will pay the expenses described below:

          (a) brokers' commissions, issue or transfer taxes and other charges
     and fees directly attributable to the Fund in connection with its
     securities and futures transactions,

          (b) all taxes and corporate fees payable by the Fund to federal, state
     or other governmental agencies,

                                      A-5

<PAGE>


          (c) the cost of fidelity, Committee members' and officers' and errors
     and omissions insurance,

          (d) litigation and indemnification expenses and other extraordinary
     expenses not incurred in the ordinary course of the Fund's business, and

          (e) any expenses assumed by the Fund pursuant to a Distribution and
     Service Plan adopted in a manner that is consistent with Rule 12b-1 under
     the 1940 Act.

     8. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager as full compensation therefor a fee
at the annual rate of 0.25% of the Fund's average daily net assets.

     9. The Manager shall not be liable for any error of judgment or for any
loss suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.

     10. 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 Committee of the Fund or by
vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund, or by the Manager at any time, without the payment of any
penalty, on not more than 60 days' written notice to the other party. This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).

     11. Nothing in this Agreement shall limit or restrict the right of any
officer or employee of the Manager who may also be a Committee member, 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 dissimilar nature, nor limit or restrict the right of
the Manager to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association.

     12. Except as otherwise provided herein or authorized by the Committee of
the Fund from time to time, the Manager shall for all purposes herein be deemed
to be

                                      A-6

<PAGE>

an independent contractor, and shall have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the Fund.

     13. During the term of this Agreement, the Fund agrees to furnish the
Manager at its principal office all prospectuses, proxy statements, reports to
participants, sales literature, or other material prepared for distribution to
participants in the Fund or the public, which refer in any way to the Manager,
prior to use thereof and not to use such material if the Manager reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of termination of this
Agreement, the Fund will continue to furnish to the Manager copies of any of the
above- mentioned materials which refer in any way to the Manager. Sales
literature may be furnished to the Manager hereunder by first-class or overnight
mail, facsimile transmission equipment or hand delivery. The Fund shall furnish
or otherwise make available to the Manager such other information relating to
the business affairs of the Fund as the Manager at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.

     14. 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.

     15. 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 Prudential Investments Fund Management LLC at Gateway
Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary;
or (2) to Prudential Variable Contract Account-11 at Gateway Center Three, 100
Mulberry Street, Newark, NJ 07102-4077, Attention: President.

     16. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey.

     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 VARIABLE CONTRACT ACCOUNT - 11


                                    By:
                                       -----------------------------------------

                                    PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC


                                    By:
                                       -----------------------------------------

                                      A-7

<PAGE>

                                                                      EXHIBIT B

                     PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11

                              Subadvisory Agreement

     Agreement made as of this ___ day of _______, _____, between Prudential
Investments Fund Management LLC (PIFM or the Manager) and The Prudential
Investment Corporation (the Subadviser or PIC).

     WHEREAS, the Manager has entered into a Management Agreement, dated _____,
______, (the Management Agreement), with the Prudential Variable Contract
Account-11 (the Fund), a diversified open-end management investment company
registered under the Investment Company Act of 1940 (the 1940 Act), pursuant to
which PIFM will act as Manager of the Fund; and

     WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to the Fund, and the Subadviser is willing to render such
investment advisory services; and

     NOW, THEREFORE, the Parties agree as follows:

     1. (a) Subject to the supervision of the Manager and the Committee of the
Fund, the Subadviser shall manage the investment operations of the Fund and the
composition of the Fund's portfolio, including the purchase, retention and
disposition thereof, in accordance with the Fund's 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 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 Plan of
     Operations, Rules and Regulations, Prospectus of the Fund, and the
     instructions and directions of the Manager and of the Committee 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. In connection therewith, the Subadviser

                                      B-1

<PAGE>


     shall, among other things, prepare and file such reports as are, or may in
     the future be, required by the Securities and Exchange Commission.

          (iii) The Subadviser shall determine the securities and futures
     contracts to be purchased or sold by 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 Fund's
     Prospectus or as the Committee of the Fund may direct from time to time. In
     providing the Fund 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 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 Fund's Committee
     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
     the transaction, will be made by the Subadviser in the manner the


                                      B-2

<PAGE>


     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 Fund's Committee such periodic and special reports
     as the Committee may reasonably request. The Subadviser shall make
     reasonably available its employees and officers for consultation with any
     of the Committee members, officers, or employees of the Fund with respect
     to any matter discussed herein, including, without limitation, the
     valuation of the Fund's securities.

          (v) The Subadviser shall provide the Fund'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. Conversely, Subadviser and Manager
     understand and agree that Manager manages the Fund in a
     "manager-of-managers" style, which contemplates that Manager will, among
     other things, (i) continually evaluate the performance of the subadviser
     through quantitative and qualitative analysis and consultations with such
     subadviser (ii) periodically make recommendations to the Fund's Committee
     as to whether the contract with one or more subadvisers should be renewed,
     modified, or terminated and (iii) periodically report to the Fund's
     Committee regarding the results of its evaluation and monitoring functions.
     Subadviser recognizes that its services may be terminated or modified
     pursuant to this process.

     (b) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as Committee members 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 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

                                      B-3

<PAGE>


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, as more
particularly discussed above, shall oversee and review the Subadviser's
performance of its duties under this Agreement.

     3. 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.

     4. For the services provided pursuant to this Agreement, the Manager shall
pay the Subadviser as full compensation therefor, an annual fee (payable
quarterly) equal to 0.06% of the Fund's average daily net assets under the
management of the Subadviser.

     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 Committee of the Fund 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' 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 directors, officers, or employees who may also be a Committee
member, 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.

                                      B-4

<PAGE>


     7. During the term of this Agreement, the Manager agrees to furnish the
Subadviser at its principal office all prospectuses, proxy statements, reports
to participants, sales literature or other material prepared for distribution to
participants in the Fund 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.

     9. This Agreement shall be governed by the laws of the State of New Jersey.

     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:
                       ---------------------------------------


                    THE PRUDENTIAL INVESTMENT CORPORATION


                    BY:
                       ---------------------------------------


                                      B-5



<PAGE>


PROXY TABULATOR           VOTE TODAY BY MAIL BY RETURNING THE VOTING INSTRUCTION
P.O. BOX 9132                          CARD IN THE ENCLOSED ENVELOPE,
HINGHAM, MA 02043-9132     BY TOUCH-TONE TELEPHONE BY CALLING 1-888-221-0697, OR
                             BY THE INTERNET BY LOGGING ON TO WWW.PROXYWEB.COM.



                                                  Please fold and detach card at
                                                      perforation before mailing


                                                         VOTING INSTRUCTION FORM

THE COMMITTEE OF THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11 ("VCA-11") HEREBY
SOLICITS YOUR VOTING INSTRUCTIONS IN CONNECTION WITH THE SPECIAL MEETING OF
PERSONS HAVING VOTING RIGHTS IN VCA-11 SCHEDULED FOR JANUARY 10, 2001, AT THE
OFFICES OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, GATEWAY CENTER 3, 100
MULBERRY STREET, 14TH FLOOR, NEWARK, NEW JERSEY AT 12:00 P.M.

I (we), the undersigned, hereby instruct VCA-11 to vote the VCA-11 units to
which I (we), the undersigned, am (are) entitled to give instructions as
indicated on the reverse side of this form or as indicated below.

I (we) wish to instruct VCA-11 to vote "FOR" all of the proposals. [   ]


                                  Date______________________, 2000

                                  Each person having voting rights
                                  should sign as his/her name appears on
                                  this form; if a contract is owned
                                  jointly, each owner should sign; if a
                                  contract is held in a fiduciary
                                  capacity, the fiduciary should sign
                                  and indicate his/her fiduciary capacity.

                                  |--------------------------------------------|
                                  |                                            |
                                  |                                            |
                                  ---------------------------------------------
                                  Signature(s)/Fiduciary Capacity, if applicable




<PAGE>


--------------------------------------------------------------------------------
      NOTE: YOUR VOTING INSTRUCTION FORM IS NOT VALID UNLESS IT IS SIGNED.
    PLEASE BE SURE TO SIGN YOUR VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
--------------------------------------------------------------------------------

         o PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING o



VOTING INSTRUCTION FORM


  THE COMMITTEE OF VCA-11 RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE PROPOSALS.


              PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW




                                                       FOR      AGAINST  ABSTAIN
(1)  To approve a "manager-of-managers" structure      [  ]      [  ]     [   ]
     for VCA-11 under which the VCA-11 Committee
     may enter into and make changes to
     subadvisory agreements without approval of
     persons having voting rights.

(2)  To approve a new management agreement with        [  ]      [  ]     [   ]
     Prudential Investments Fund Management LLC.

(3)  To approve a new subadvisory agreement with       [  ]      [  ]     [   ]
     the Prudential Investment Corporation, an
     affiliate of The Prudential Insurance Company
     of America.




<PAGE>

                   THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11
                 SPECIAL MEETING OF PERSONS HAVING VOTING RIGHTS
                                JANUARY 10, 2001

As a Person Having Voting Rights in the Prudential Variable Contract Account-11
("VCA-11") on the record date of November 10, 2000, you are entitled to give
VCA-11 voting instructions on the enclosed Voting Instruction Form for the three
proposals described in the accompanying proxy statement and expected to be voted
upon at the special meeting of persons having voting rights in VCA-11 scheduled
for January 10, 2001.

We will vote the appropriate number of VCA-11 units pursuant to the instructions
given. IF NO CHOICE IS MADE AS TO ANY OR ALL OF PROPOSALS 1 THROUGH 3, WE WILL
VOTE "FOR" ANY SUCH PROPOSAL. WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY
PROPERLY COME BEFORE THE MEETING, WE WILL VOTE IN ACCORDANCE WITH OUR BEST
JUDGMENT.

To execute your voting instructions:

     o    Sign and date the Voting Instruction Form.

     o    Mark your instructions on the reverse side of the form. NOTE: If you
          wish to vote "FOR" all proposals, as the Committee recommends, simply
          fill in the box on the front side of the form.

     o    Return the form in the enclosed postage-paid envelope.

     o    If you wish to vote via the Internet, log on to www.proxyweb.com,
          enter the control number shown on the Voting Instruction Form and
          follow the instructions.

     o    If you wish to vote by touch-tone telephone, dial 1-888-221-0697,
          enter the control number shown on the Voting Instruction Form and
          follow the voice prompts.

     NOTE: IF YOU VOTE BY INTERNET OR TELEPHONE, PLEASE DO NOT RETURN YOUR
     VOTING INSTRUCTION FORM.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY TO SAVE VCA-11 THE COST OF ADDITIONAL
SOLICITATION.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission