Exhibit (d)(11)
STRATEGIC PARTNERS OPPORTUNITY FUNDS
Management Agreement
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Agreement made this 26th day of February, 2002, between Strategic
Partners Opportunity Funds (formerly, Strategic Partners Series), a Delaware
business trust (the "Trust"), on behalf of each series listed on Schedule A
attached hereto, as amended from time to time (each such series, a "Fund"), and
Prudential Investments LLC (formerly 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 Trust is a non-diversified open-end, management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Manager to render or contract
to obtain as hereinafter provided investment advisory services to the Fund and
the Trust also desires to avail itself of the facilities available to the
Manager with respect to the administration of the day-to-day business affairs of
the Fund, and the Manager is willing to render such investment advisory and
administrative services;
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints the Manager to act as manager of the Fund,
and as administrator of the business affairs of the Fund 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. Subject to the approval of the Board of Trustees of the Trust, the
Manager is authorized to enter into a subadvisory agreement with Prudential
Investment Management Inc. (formerly The Prudential Investment Corporation),
▇▇▇▇▇▇▇▇ Associates LLC, or any other subadviser, whether or not affiliated with
the Manager (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"). Subject to the
approval of the Board of Trustees of the Trust, the Manager is authorized to
retain more than one Subadviser for the Fund, and if the Fund has 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 Trust and
the Manager understand and agree that the Manager may manage the Fund in a
"manager-of-managers" style with either a single or multiple Subadvisers, which
contemplates that the Manager will, among other things and pursuant to an order
issued by the Securities and Exchange Commission ("SEC"): (i) continually
evaluate the performance of the Subadviser to the Fund through quantitative and
qualitative analysis and consultations with such 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 Trust recognizes that subject to the approval of
the
Board of Trustees of the Trust, a Subadviser's services may be terminated or
modified pursuant to the "manager-of-managers" process and that the Manager may
appoint a new Subadviser for a Subadviser that is so removed.
2. Subject to the supervision of the Board of Trustees of the Trust, 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
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 Agreement and
Declaration of Trust and By-Laws of the Trust and the Trust's SEC
registration statement and with the instructions and directions of the
Board of Trustees of the Trust, 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 SEC.
(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
Trust's Registration Statement or as the Board of Trustees 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 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
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commission merchants, and that such brokers or futures commission merchants 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 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 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 Trust's Board of Trustees such periodic and special
reports as the Board 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).
(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 Trustees or officers or employees of the Trust
with respect to any matter discussed herein, including, without limitation, the
valuation of the Fund's securities.
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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) Agreement and Declaration of Trust;
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Manager and approving the form of this
agreement;
(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A (the Registration Statement), as filed
with the SEC relating to the Fund and its shares of beneficial interest and
all amendments thereto; and
(e) 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 Trustees or officers of the Trust 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 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:
(i) the salaries and expenses of all employees of the Trust and the
Manager, except the fees and expenses of Trustees who are not affiliated
persons of the Manager or any Subadviser,
(ii) 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, and
(iii) the fees, costs and expenses payable to a Subadviser pursuant to
a Subadvisory Agreement. The Trust assumes and will pay the expenses
described below:
(a) the fees and expenses incurred by the Trust in connection
with the management of the investment and reinvestment of the Fund's
assets,
(b) the fees and expenses of Trust Trustees who are not
"interested persons" of the Trust within the meaning of the 1940 Act,
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(c) the fees and expenses of the Custodian that relate
to (i) the custodial function and the recordkeeping connected
therewith, (ii) preparing and maintaining the general
accounting records of the Fund and the provision of any such
records to the Manager useful to the Manager in connection
with the Manager's responsibility for the accounting records
of the Fund pursuant to Section 31 of the 1940 Act and the
rules promulgated thereunder, (iii) the pricing or valuation
of the shares of the Fund, including the cost of any pricing
or valuation service or services which may be retained
pursuant to the authorization of the Board of Trustees of the
Trust, and (iv) for both mail and wire orders, the cashiering
function in connection with the issuance and redemption of the
Fund's securities,
(d) the fees and expenses of the Trust's Transfer and
Dividend Disbursing Agent that relate to the maintenance of each
shareholder account,
(e) the charges and expenses of legal counsel and
independent accountants for the Trust,
(f) brokers' commissions and any issue or transfer taxes
chargeable to the Fund in connection with its securities and futures
transactions,
(g) all taxes and corporate fees payable by the Fund to
federal, state or other governmental agencies,
(h) the fees of any trade associations of which the Fund may
be a member,
(i) the cost of share certificates representing, and/or
non-negotiable share deposit receipts evidencing, shares of the Fund,
(j) the cost of fidelity, directors' and officers' and
errors and omissions insurance,
(k) the fees and expenses involved in registering and
maintaining registration of the Trust and of shares of the Fund with the
Securities and Exchange Commission, and paying notice filing fees under
state securities laws, including the preparation and printing of the
Trust's registration statement and the Fund's prospectus and statements of
additional information for filing under federal and state securities laws
for such purposes,
(l) allocable communications expenses with respect to
investor services and all expenses of shareholders' and Trustees' meetings
and of preparing, printing and mailing reports and notices to shareholders
in the amount necessary for distribution to the shareholders,
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund's
business, and
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(n) 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.
7. For the services provided and the expenses assumed pursuant to this
Agreement, the Trust will pay to the Manager as full compensation therefor a fee
at the annual rate(s) as described on the attached Schedule A with respect to
the average daily net assets of the Fund. This fee will be computed daily, and
will be paid to the Manager monthly.
8. 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 ▇▇▇▇ ▇▇▇) 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.
9. 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 with respect to the
Fund by the Trust 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 1940Act) of the Fund, or by the Manager at any
time, without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any
officer or employee of the Manager who may also be a Trustee, officer or
employee of the Trust 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.
11. Except as otherwise provided herein or authorized by the Board of
Trustees of the Trust from time to time, the Manager shall for all purposes
herein be deemed to be 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.
12. During the term of this Agreement, the Trust agrees to furnish the
Manager 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 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 Trust will continue to furnish to the Manager copies of any of
the above- mentioned materials that refer in any way to the Manager. Sales
literature may be furnished to the Manager hereunder by first-
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class or overnight mail, facsimile transmission equipment or hand delivery. The
Trust 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.
13. 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.
By mutual consent with the Manager, the Trust may add further series to Schedule
A from time to time, subject to Board and shareholder approval.
14. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (1) to the Manager at Gateway Center Three, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Secretary; or (2) to the
Trust at Gateway Center Three, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: President.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
16. The Fund may use any name including the word "Prudential" only for
so long as this Agreement or any extension, renewal or amendment hereof remains
in effect, including any similar agreement with any organization which shall
have succeeded to the Manager's business as Manager or any extension, renewal or
amendment thereof remain in effect. At such time as such an agreement shall no
longer be in effect, the Fund will (to the extent that it lawfully can) cease to
use such a name or any other name indicating that it is advised by, managed by
or otherwise connected with the Manager, or any organization which shall have so
succeeded to such businesses. In no event shall the Fund use any name including
the word "Prudential" if the Manager's function is transferred or assigned to a
company of which Prudential Financial, Inc. does not have control.
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.
STRATEGIC PARTNERS OPPORTUNITY FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
PRUDENTIAL INVESTMENTS LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
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SCHEDULE A
Funds Covered by the Management Agreement between Strategic Partners Opportunity
Funds and Prudential Investments LLC dated February 26, 2002
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Date Added to Management
Fund Management Fee* Agreement
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Strategic Partners Market Opportunity Fund 0.90% to $1 billion and February 26, 2002
0.85% above $1 billion
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Strategic Partners Mid-Cap Value Fund 0.90% to $1 billion and February 26, 2002
0.85% above $1 billion
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* Annual fee, based on a percentage of a Fund's average daily net assets.
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