Exhibit (8)(f)
Fund/SERV Supplement to the Fund Participation Agreement
This Fund/SERV Supplement (the "Supplement") to the Fund Participation
Agreement is made effective March 1, 2014 by and among Pruco Life Insurance
Company ("Company"), JPMorgan Insurance Trust ("Trust"), X.X. Xxxxxx Investment
Management Inc. ("Adviser") and JPMorgan Funds Management, Inc.
("Administrator").
WHEREAS, the Company, the Trust, the Adviser and the Administrator are
parties to a Fund Participation Agreement dated December 31, 2007, as amended
from time to time (the "Agreement"), that permits the Company to utilize the
Trust as an investment vehicle for certain variable insurance products;
WHEREAS, JPMorgan Distribution Services, Inc. ("JPMDS") serves as
distributor of the Trust pursuant to a Distribution Agreement between JPMDS and
the Trust;
WHEREAS, the Company and JPMDS are members of the Depositary Trust Clearing
Corporation ("DTCC") or otherwise have access to the DTCC's Fund/SERV system
and the Fund/SERV system permits the transmission of shareholder trade data as
well as trade settlement between the Company and the Trust;
WHEREAS, Article 2 of the Agreement contains provisions governing purchases
and sales of shares of the Trust by the Company for the Accounts governed by
the Agreement; and
WHEREAS, the parties to the Agreement desire to supplement the provisions of
Article 2 of the Agreement to permit the purchase and sale of shares of the
Trust electronically through the Fund/SERV system.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Company, the Trust, the Adviser
and the Administrator hereby agree as follows:
1) Article 2: Trust Shares is supplemented to include the below disclosure
at the end of the Article:
2.12 Use of Fund/SERV . The Company may place and the Trust or its
designee may receive orders for Shares of the Portfolios using the DTCC's
Fund/SERV system. In effecting transactions through the DTCC's Fund/SERV
system, the parties hereto hereby agree to abide by the terms of this
Supplement and all applicable DTCC rules and procedures, including those
relating to placing orders, timing, settlement and payment through the
Fund/SERV system. In the event of a conflict between the terms of this
Supplement and the DTCC rules and procedures, the terms of this Supplement
shall govern.
2.13 Order Procedures . Orders for purchase and redemption will be
executed at the net asset value next computed after receipt by the Trust or
its designee of
such order. For purposes of this Section 2.13, the Company shall be the
designee of the Trust for receipt of purchase and redemption orders from the
Account and receipt by such designee shall constitute receipt by the Trust;
provided that the Company complies with all applicable DTCC rules and
procedures. The Company shall communicate to the Trust, by Fund/SERV, the
purchase orders and redemption orders for each Account received by 4:00 p.m.
Eastern time on Day 1 by no later than the NSCC's Defined Contribution
Clearance & Settlement ("DCC&S") Cycle 8 on the following Business Day ("Day
2").
For the avoidance of doubt, orders received in proper form by the Company
after the close of trading (currently 4:00 p.m. Eastern Time or such earlier
time at which the applicable Portfolio closes) on any given Business Day
shall be treated as if received on the next following Business Day.
2.14 Information Relating to Fund/SERV Transactions . Any information
provided by the Trust or its designee to the Company electronically through
Fund/SERV and pursuant to this Supplement, shall satisfy the delivery
obligations as outlined by SEC Rule 10b-10 and, as such, the Trust has the
informed consent of the Company to suppress the delivery of this information
using paper-media. The Company will promptly verify the accuracy of
confirmations of transactions and records received by the Trust or its
designee through Fund/SERV.
2) Article 6: Representations and Warranties is supplemented to include the
below disclosure at the end of the Article:
6.10 Representations and Warranties for DTCC Transactions. The Trust and
the Company each represents and warrants that:
(a) it or its designee shall perform any and all duties, functions,
procedures and responsibilities assigned to it under this Supplement and as
otherwise established by the DTCC in a competent manner and in compliance
with (a) all applicable laws, rules and regulations, including DTCC rules
and procedures relating to Fund/SERV, and; (b) the then current prospectuses
and statements of additional information of the Trust's Portfolios;
(b) it or its designee shall maintain facilities, equipment and
skilled personnel sufficient to perform the foregoing activities and to
otherwise comply with the terms of this Supplement;
(c) all trades, confirmations and other information provided by one
party to the other party through Fund/SERV and pursuant to this Supplement
shall be accurate, complete and, in the format prescribed by the DTCC. Each
party either itself or through its designee shall adopt, implement and
maintain procedures reasonably designed to ensure the accuracy of all
transmissions through Fund/SERV and to limit the access to, and the
inputting of data into, Fund/SERV to persons specifically authorized by such
party; and
(d) If applicable, it or its designee has duly executed and delivered
the Standard Networking Agreement, has filed such Agreement with the DTCC
and, to the extent the parties participate in Networking, each shall do so
pursuant to such Standard Networking Agreement and the DTCC's rules and
procedures.
3) Definition of Terms . Unless otherwise defined herein, all capitalized
terms shall have the meaning ascribed to them in the Agreement.
4) Effect on Agreement . The purpose of the Supplement is to supplement and
not to modify the provisions of the Agreement; provided, however, that this
Supplement shall supersede any terms of the Agreement that are inconsistent
with those of this Supplement and shall be deemed to amend the Agreement to
the extent necessary to give full force and effect to the terms of this
Supplement. Other than as amended hereby, the Agreement remains in full
force and effect.
5) Termination . The Trust or Company may terminate this Supplement at any
time by 30 days' advance written notice to the other party, but such
termination shall not terminate the Agreement nor shall it affect the
payment or repayment of fees on transactions, if any, prior to the
termination date. Termination also will not affect the indemnities given
under this Supplement. In addition, the indemnities given under the
Agreement, including indemnities arising in connection with this Supplement,
shall survive termination of this Supplement.
6) Amendment . This Supplement may be amended by the Trust from time to time
by the following procedure. The Trust will mail a copy of the amendment to
the Company's address, as shown in the Agreement. If the Company does not
object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Company's objection must be
in writing and be received by the Trust within such thirty days.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed by their duly authorized officers as of the date first listed above.
PRUCO LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxxx
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Title: VP Product Strategy
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Date: 3/27/14
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JPMORGAN INSURANCE TRUST
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Assistant Treasurer
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Date: 4/1/14
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X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Managing Director
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Date: 4/4/14
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JPMORGAN FUNDS MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
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Title: Executive Director
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Date: 4/3/14
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