Exhibit 8(d)
SHAREHOLDER INFORMATION AGREEMENT
This AGREEMENT is made as of April 16, 2007 , by and among the undersigned
("Intermediary") , and Evergreen Service Company, LLC ("ESC") and Evergreen
Investment Services, Inc. ("EIS"), acting on behalf of the Evergreen Funds, a
family of open-end investment companies registered under the Investment Company
Act of 1940 (the "Funds"). The Funds, ESC and EIS are collectively referred to
as "Evergreen". ESC, EIS and the Intermediary are collectively referred to
herein as the "Parties".
WHEREAS, ESC serves as the shareholder servicing and transfer agent for the
Funds;
WHEREAS, Intermediary either is (i) a "financial intermediary" with respect
to the Funds, as such term is defined in Rule 22c-2 under the Investment
Company Act of 1940 ("Rule 22c-2"), or (ii) an agent of one or more such
financial intermediaries (in the event the undersigned is an agent, then the
term "Intermediary" as used herein shall refer to each financial intermediary
for which the undersigned Intermediary serves as agent for purposes of this
Agreement; a list of such financial intermediaries is attached hereto as
Exhibit A which shall be amended in writing by agent on an as needed basis); and
WHEREAS, pursuant to Rule 22c-2, Evergreen is required to enter into a
written agreement with Intermediary under which Intermediary agrees to
(i) provide, at Evergreen's request, certain identity and transaction
information with respect to shareholders who hold their shares through an
account with the Intermediary, and (ii) execute instructions from Evergreen to
restrict or prohibit future purchases or exchanges by such shareholders.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Parties hereby agree as follows:
1. Agreement to Provide Information. Intermediary agrees (i) to provide
Evergreen, promptly upon request, the taxpayer identification number, if
known (or in the case of non U.S. shareholders, if the TIN is unavailable,
the International TIN or other government issued identifier) ("TIN"), of
any or all shareholder(s) that purchased, redeemed, transferred or
exchanged their shares through an account maintained by Intermediary, and
the amounts and dates of such purchases, redemptions, transfers, and
exchanges, in each case during the period covered by the request, and
(ii) to use its best efforts to determine, promptly upon request, whether
any shareholder identified in information provided pursuant to the
foregoing clause (i) is itself a "financial intermediary" as defined in
Rule 22c-2 ("indirect intermediary"); provided, however, that Intermediary
shall not be obligated to provide the foregoing information until
October 16, 2007.
a. Period Covered by Request. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which
identification and transaction information is sought.
b. Form and Timing of Response. Intermediary agrees to transmit the
requested information to Evergreen promptly, but in any event not
later than ten (10) business days, after receipt of a request. To the
extent practicable, the format for any transaction information
provided to Evergreen should be consistent with the NSCC Standardized
Data Reporting Format.
c. Limitations on Use of Information. Evergreen agrees that neither it
nor its affiliates will use the shareholder information received from
Intermediary for marketing or any other similar purpose without the
prior written consent of the Intermediary, and will limit the
dissemination of such shareholder information to its employees who
have a "need to know" such information.
2. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from Evergreen to restrict or prohibit future purchases or
exchanges of shares through Intermediary's account, by a shareholder that
has been identified by Evergreen as having engaged in transactions in Fund
shares that violate policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Fund. With respect to each indirect intermediary holding
shares through Intermediary's account, Intermediary agrees to, upon further
request by Evergreen to, (A) provide (or arrange to have provided) the
identification and transaction information set forth in clause (i) of
paragraph 1 above regarding shareholders who hold accounts with any such
indirect intermediary, or (B) restrict or prohibit the indirect
intermediary from purchasing, in nominee name on behalf of other persons,
shares issued by the Funds.
a. Form of Instructions. Instructions must include the TIN, if known, and
the specific restriction(s) to be executed. If the TIN is not known,
the instructions must include an equivalent identifying number of the
shareholder(s) or account(s) or other agreed upon information to which
the instruction relates.
b. Timing of Response. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than ten (10) business
days after receipt of the instructions by the Intermediary.
c. Confirmation by Intermediary. Intermediary must provide written
confirmation to Evergreen that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the
instructions have been executed.
3. Definitions. For purposes of this paragraph:
a. The term "shareholder" means: (i) an indirect intermediary that holds
accounts with the Intermediary; (ii) the beneficial owner of shares of
a Fund, whether the shares are held directly or by Intermediary in
nominee name; (iii) a retirement plan participant that directs that
his or her plan account be invested in a Fund, notwithstanding that
the plan may be deemed to be the beneficial owner of the Fund shares;
and (iv) the holder of interests in a variable annuity or variable
life insurance contract issued by Intermediary to the extent
Intermediary invests the proceeds from the sale of such contract in a
Fund.
b. The term "written" includes electronic writings and facsimile
transmissions.
4. Miscellaneous.
a. If permissible by law, Evergreen will notify Intermediary of any
regulatory requests received with respect to shareholder information
related to the Intermediary's accounts.
b. The Parties indemnify each other for damages resulting from the
offending party's breach of contract, and for the offending party's
negligence arising under this Agreement.
c. Evergreen acknowledges that Intermediary is not responsible for the
accuracy of information provided by an indirect intermediary.
d. Evergreen agrees that any decision to prohibit a shareholder from
trading will be done so in an even-handed, non-discriminatory manner.
e. Upon hiring its personnel, Evergreen represents that a criminal, drug
and credit check was conducted.
f. EIS agrees to abide by the requirements set forth by the NASD for
member firms as to compliance with the investigation of background
information of its registered employees including, but not limited to,
employment verification and DOJ/FBI finger print searches for criminal
records identification. EIS will also abide by the standards of
reportable criminal matters and statutory disqualifications for said
employees.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
effective as of the date written above.
Pruco Life Insurance Company Evergreen Service Company, LLC
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
Pruco Life Insurance Company of
New Jersey
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American Skandia Life Assurance
Corporation
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