Exhibit 99.(d)(3)
STRATEGIC PARTNERS SERIES
STRATEGIC PARTNERS FOCUSED GROWTH FUND
Subadvisory Agreement
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Agreement made as of this 15th day of March, 2000, between The
Prudential Investment Corporation, a New Jersey corporation (PIC or the Sub-
Manager), and ▇▇▇▇▇▇▇▇ Associates LLC, a Delaware limited liability company (the
Subadviser).
WHEREAS, the Sub-Manager has entered into a Sub-Management Agreement, dated
March 15, 2000 (the Sub-Management Agreement), with Prudential Investments Fund
Management LLC (PIFM or the Manager);
WHEREAS, PIFM has been selected to serve as Manager of Strategic Partners
Focused Growth Fund (the Fund), a series of Strategic Partners Series (the
Trust), a Delaware business trust and an open-end, management investment company
registered under the Investment Company Act of ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇);
WHEREAS, PIFM has selected PIC to serve as Sub-Manager with respect to a
portion of the Fund and to provide certain services to PIFM in the management of
the Fund, as described in the Sub-Management Agreement; and
WHEREAS, pursuant to authority granted in the Sub-Management Agreement, PIC
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, the Sub-Manager and 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:
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(i) The Subadviser shall provide supervision of a portion of
the Fund's investments and determine from time to time what
investments and securities will be purchased, retained, sold or loaned
by the Fund, and what portion of the assets will be invested or held
uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the Agreement
and Declaration of Trust and By-Laws of the Trust and the Prospectus
of the Fund and with the instructions and directions of the Manager,
the Sub-Manager and of the Board of Trustees of the Trust and will
cooperate with PIFM's compliance personnel responsible for ensuring
compliance of the Fund with the applicable requirements of the 1940
Act, the Internal Revenue Code of 1986 and all other applicable
federal and state laws and regulations.
(iii) The Subadviser shall determine the securities and futures
contracts to be purchased or sold by a portion of the Fund and will
place orders with or through such persons, brokers, dealers or futures
commission merchants (including, but not limited to, Prudential
Securities Incorporated) to carry out the policy with respect to
brokerage as set forth in the Trust's Registration Statement and the
Fund's Prospectus or as the Board of Trustees may direct from time to
time. In providing the Fund with investment advice, it is recognized
that the Subadviser will give primary consideration to securing the
most favorable price and efficient execution under the circumstances.
Within the framework of this policy, the Subadviser may consider the
financial responsibility, research and investment information and
other services provided by brokers, dealers or futures commission
merchants who may effect or be a party to any such transaction or
other transactions to which the Subadviser's other clients may be a
party. It is understood that Prudential Securities Incorporated may be
used as principal broker for securities transactions but that no
formula has been adopted for allocation of the Fund's investment
transaction business. It is also understood that it is desirable for
the Fund that the Subadviser have access to supplemental investment
and market research and security and economic analysis provided by
brokers or futures commission merchants who may execute brokerage
transactions at a higher cost to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most
favorable price and efficient execution. Therefore, the Subadviser is
authorized to place orders for the purchase and sale of securities and
futures contracts
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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 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 and the Sub-Manager
with such information upon request of the Manager and the Sub-Manager,
respectively.
(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 authorize and permit any of its partners,
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 Trustees, officers or employees.
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(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 or the Sub-Manager all information relating
to the Subadviser's services hereunder needed by the Manager or the Sub-
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. The Sub-
Manager shall continue to have responsibility for all services to be
provided to the Manager pursuant to the Sub-Management Agreement. The
Manager and Sub-Manager shall oversee and review the Subadviser's
performance of its duties under this Agreement.
3. For the services provided in this Agreement, the Sub-Manager will pay
to the Subadviser as full compensation therefor a fee at an annual rate of
.30 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 .25 of 1% of the average daily net assets of the portion of
Fund advised by the Subadviser on total Fund assets in excess of $1
billion. This fee will be computed daily and paid to the Subadviser
monthly.
4. The Subadviser shall not be liable for any error of judgment or for
any loss suffered by the Fund, the Manager or the Sub-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 ▇▇▇▇ ▇▇▇) of the Fund, or
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by the Manager, the Sub-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 or the Sub-Management
Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any of
the Subadviser's directors, 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 Sub-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 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. 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 Sub-Manager at ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Secretary; or (2) to the Subadviser at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Secretary.
9. This Agreement may be amended by mutual consent, but the consent of
the Trust must be obtained in conformity with the requirements of the 1940
Act.
10. This Agreement shall be governed by the laws of the State of New York.
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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.
THE PRUDENTIAL INVESTMENT CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
BY: ____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
__________________
▇▇▇▇▇▇▇▇ ASSOCIATES LLC
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BY: ___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
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