Exhibit(d)(13)
SUBADVISORY AGREEMENT WITH
▇▇▇▇▇▇ ASSOCIATES, L.P.
Strategic Partners Opportunity Funds
(formerly, Strategic Partners Series)
Strategic Partners Mid-Cap Value Fund
Agreement made as of this 5th day of April, 2002, between Prudential
Investments LLC, a New York limited liability company ("PI" or the "Manager"),
and ▇▇▇▇▇▇ Associates, L.P. (the "Subadviser"), a Delaware limited partnership.
WHEREAS, the Manager has entered into a Management Agreement, dated
February 26, 2002 (the "Management Agreement"), with Strategic Partners
Opportunity Funds, a Delaware business trust (the "Trust"), on behalf of the
Strategic Partners Mid-Cap Value Fund (the "Fund"), a series of a
non-diversified, open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to which
PI acts as Manager of the Fund; and
WHEREAS, PI desires to retain the Subadviser to provide investment advisory
services to the Fund and to manage such portion of the Fund as the Manager shall
from time to time direct, and the Subadviser is willing to render such
investment advisory services.
NOW, THEREFORE, the parties hereby agree as follows:
1. (a) Subject to the supervision of the Manager and the Board of
Trustees of the Trust, the Subadviser shall manage such portion of the
investment operations of the Fund as the Manager shall direct and shall
have full discretionary authority to direct the purchase, sale, exchange or
conversion of all investments in the portfolio of such portion of the
Fund's investment operations, in accordance with the Fund's investment
objectives, policies and restrictions as stated in its prospectus and
statement of additional information (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 such portion of the
Fund's investments as the Manager shall direct and shall 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, with the Prospectus
and with the instructions and directions of the Manager and of the
Board of Trustees of the Trust, as delivered by the Manager to the
Subadviser, and will conform to and comply with the requirements of the
1940 Act, the Internal Revenue Code of 1986, as amended, 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 such 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 or any broker or dealer affiliated with the
Subadviser) to carry out the policy with respect to brokerage as set
forth in the Fund's Prospectus or as the Board of Trustees 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 or any
broker or dealer affiliated with the 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 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 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 Trust's Board of Trustees such
periodic and special reports as the Trustees may reasonably request.
The Subadviser shall make reasonably available its employees and
officers for consultation with any of the Trustees or officers or
2
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 portion of the Fund's assets it manages, 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 if the Manager manages the Fund in a
"manager-of-managers" style, the Manager will, among other things, (i)
continually evaluate the performance of the Subadviser through
quantitative and qualitative analysis and consultations with the
Subadviser; (ii) periodically make recommendations to the Trust's
Board as to whether the contract with one or more subadvisers should
be renewed, modified, or terminated; and (iii) periodically report to
the Trust's Board regarding the results of its evaluation and
monitoring functions. The 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 Trustees or officers of the
Trust 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 Manager
and Subadviser agree that all records that the Subadviser maintains for the
Fund are the property of the Subadviser, and the Subadviser agrees to
surrender promptly to the Fund copies of any of such records upon the
Fund's request. The Subadviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to paragraph 1(a) hereof.
(d) The Subadviser agrees to maintain adequate compliance procedures to
ensure its compliance with the 1940 Act, the Investment Advisers Act of
1940, as amended, and other applicable state and federal regulations.
(e) The Subadviser shall furnish to the Manager copies of all records
prepared in connection with (i) the performance of this Agreement and (ii)
the operation of compliance procedures pursuant to paragraph 1(d) hereof as
the Manager may reasonably request.
3
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. Each party represents and warrants to the other that it is (a) duly
organized and existing and in good standing under the laws of its state of
organization; (b) duly qualified to conduct its business in all jurisdictions
that require such qualification; and (c) duly authorized to enter into and
perform this Agreement.
4. For the services provided and the expenses assumed pursuant to this
Agreement, the Manager shall pay the Subadviser as full compensation therefor, a
fee equal to the percentage of the Fund's average daily net assets of the
portion of the Fund managed by the Subadviser as described in the attached
Schedule A. This fee will be computed daily and paid monthly.
5. 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.
6. 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 Trust, on behalf
of 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 ▇▇▇▇ ▇▇▇) 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
▇▇▇▇ ▇▇▇) or upon the termination of the Management Agreement. The Subadviser
agrees that it will promptly notify the Trust and the Manager of the occurrence
or anticipated occurrence of any event that would result in the assignment (as
defined in the ▇▇▇▇ ▇▇▇) of this Agreement, including, but not limited to, a
change or anticipated change in control (as defined in the ▇▇▇▇ ▇▇▇) of the
Subadviser.
Any notice or other communication required to be given pursuant to Section
5 of this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Gateway Center Three,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Secretary; (2)
to the Trust at Gateway Center Three, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇, Attention: Secretary; or (3) to the Subadviser at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
7. Nothing in this Agreement shall limit or restrict the right of any of
the Subadviser's partners, principals, members, officers or employees who may
also be a Trustee, officer or employee of the Trust or 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
4
business or to render services of any kind to any other corporation, firm,
individual or association.
8. 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 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.
9. 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.
10. This Agreement shall be governed by the laws of the State of New York.
This Agreement together with any other written agreements between the parties
entered into concurrently with this Agreement contain the entire agreement
between the parties with respect to the transactions contemplated hereby and
supersede all previous oral or written negotiations, commitments and
understandings related thereto. No waiver by one party of any obligation of the
other hereunder shall be considered a waiver of any other obligation of such
party. If any portion of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
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 LLC ▇▇▇▇▇▇ ASSOCIATES L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President Chief Operating Officer
5
Schedule A
Subadvisory Agreement dated April 5, 2002 between PI and
▇▇▇▇▇▇ Associates L.P. with respect to the
Strategic Partners Mid-Cap Value Fund, a series of
Strategic Partners Opportunity Funds
Compensation Schedule
With respect to the Fund, the annual fee payable to the Subadviser as a
percentage of average daily net assets of the Fund managed by the Subadviser:
0.55% on the first $1 billion in Fund assets, 0.45% on Fund assets over $1
billion.
As of April 5, 2002
6
