PRUDENTIAL VARIABLE CONTRACT ACCOUNT - 11



                             Management Agreement



        Agreement made this 20th day of April, 2001, 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

Prudential Investment Management, Inc. (Prudential Investments), 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.  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.







                                      1

{PAGE}   2





        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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC