Common use of Information Concerning Sub-Advisor Assets and the Sub-Advisor Clause in Contracts

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, or the Trust may reasonably request, the Sub-Advisor will furnish the Advisor or Trust reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. The Sub-Advisor, unless legally prevented, will respond to reasonable inquiries made by the Advisor of any material investigation, material litigation, material administrative proceeding or any other significant regulatory inquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets. The Sub-Advisor may perform its services through any employee, officer or agent of the Sub-Advisor, and the Advisor, the Trust and the Fund shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the Sub-Advisor shall promptly notify the Advisor of any change in the persons identified in the Prospectus as performing portfolio management duties described herein. The Sub-Advisor may delegate any or all of its duties and responsibilities herein to any affiliate, provided the Sub-Advisor remains responsible to the Advisor, the Trust and the Fund for the performance of its responsibilities and duties hereunder and the Advisor shall not be responsible for any fees that any such affiliate may charge to the Sub-Advisor in connection with such services.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may reasonably request, the Sub-Advisor will furnish the Advisor or Trust requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership of the Sub-Advisor, the management of PFI or of material changes in the control of the Sub-AdvisorPFI. The Sub-Advisor, unless legally prevented, Advisor will respond to reasonable inquiries made by promptly notify the Advisor of any pending non-routine and material investigation, material litigation, material administrative proceeding or any other significant regulatory inquiryinquiry related to PFI that would have a material adverse effect on the Sub-Advisor’s ability to perform its obligations under this Agreement. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets. The Notwithstanding the foregoing, the Sub-Advisor may perform its services through any employee, officer or agent of the Sub-Advisor, and the Advisor, the Trust and the Fund shall not be entitled required to the advice, recommendation or judgment of disclose any specific person; provided, however, information (i) that the Sub-Advisor shall promptly notify the Advisor of or any change in the persons identified in the Prospectus as performing portfolio management duties described herein. The Sub-Advisor may delegate any or all of its duties and responsibilities herein other Prudential Financial company would not otherwise disseminate to any affiliate, provided third parties if the Sub-Advisor remains responsible reasonably and in good faith believes, without consideration of the confidentiality obligations hereunder, that such disclosure would require full public disclosure of such information under applicable securities laws because it would be considered material, nonpublic information regarding Prudential Financial, Inc., or (ii) if disclosure is otherwise prohibited pursuant to the Advisor, the Trust and the Fund for the performance applicable law or order of its responsibilities and duties hereunder and the Advisor shall not be responsible for any fees that any such affiliate may charge to the Sub-Advisor in connection with such servicesa court of competent jurisdiction.