STRATEGIC PARTNERS OPPORTUNITY FUNDS



                              Management Agreement

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



          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),

Jennison 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



{PAGE}



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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC