VCA-11
AGREEMENT RELATING TO THE SALE OF CERTAIN
CONTRACTS ON A VARIABLE BASIS
STATEMENT OF FACTS
A. On January 12, 1982, the Board of Directors of The Prudential Insurance
Company of America ("Prudential") adopted a resolution establishing The
Prudential Variable Contract Account-11 ("VCA-11") as a funding medium for
such contracts on a variable basis sold and administered by Prudential as
may be designated by it as participating therein.
B. Prudential will perform administrative and recordkeeping functions in
connection with the contracts on a variable basis which it may issue,
including enrolling participants, receiving and allocating contributions,
maintaining participants' accumulation accounts, preparing and distributing
confirmations, statements and reports. More particularly, Prudential will:
(a) maintain such books of account and records of all transactions
relating to VCA-11 as may be necessary to reflect clearly the assets
and liabilities attributable to VCA-11, and in that connection all
investments and liabilities attributable to VCA-11, at all times,
shall be identifiable and distinguishable from the other investments
and liabilities of Prudential;
(b) prepare and transmit to the VCA-11 Committee for its approval all
notices, proxies, proxy statements and periodic reports that are
required to be, or may be, transmitted to persons having voting
rights in respect of VCA-11, as provided for by the Rules and
Regulations of VCA-11, and upon the Committee's approval transmit the
same to such persons;
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(c) prepare and file all reports required by law to be filed with any
state or federal regulatory authority; and
(d) pay all costs, taxes and other expenses attributable to the
operations of VCA-ll, including, but not limited to, salary, rent,
postage, telephone, travel, legal, actuarial and accounting fees,
office equipment, stationery, and maintenance of computer and other
systems, but excluding brokers' commissions, taxes or governmental
fees attributable to transactions for VCA-ll, and all other
applicable taxes arising out of the investment operations of VCA-ll,
including income and capital gains taxes, if any. Such payment shall
not result in any reduction of the value or number of Unites credited
to persons who hold participating interests in VCA-ll or in the
amounts which they are entitled to receive under contracts on a
variable basis issued by Prudential other than in a manner set forth
in each such contract. Each such contract will set forth, either in
terms of dollars or of a percentage, or both, by which the value of
the amounts credited to persons holding participating interests in
VCA-ll will be reduced, the charge that will be made in order to
provide funds intended to defray the expenses of administering the
contracts.
C. Prudential will sell its contracts on a variable basis through agents
employed by it and through independent brokers and will pay certain sales
commissions in that connection as well as other expenses attributable to
the marketing sale, and distribution of such contracts.
X. Xxxxxxxx to the requirements of the 1940 Act, VCA-ll will be registered
thereunder as an investment company.
E. The 1940 Act forbids any person from acting as principal underwriter to a
registered investment company except pursuant to a written contract and
Prudential may be regarded as the principal underwriter of VCA-ll.
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AGREEMENT
NOW THEREFORE, Prudential and VCA-ll agrees as follows:
1. Prudential will sell contracts on a variable basis that include
participating interests in VCA-11.
2. Each form of contract on a variable basis participating in VCA-ll sold by
Prudential shall set forth explicitly a schedule of deferred sales charges.
The deferred sales charge is imposed on certain withdrawals from VCA-ll.
This deferred sales charge will be retained by Prudential and may be used
by it, to the extent necessary, for the payment of commissions to persons
instrumental in the sale of such form of contract and for payment of other
expenses incurred in connection with the marketing, sale and distribution
of such form of contract.
3. Promptly after it issues a form of contract on a variable basis that
includes participating interests in VCA-ll, Prudential shall advise the
Prudential Variable Contract Account-ll Committee ("Committee") of the
amount of the deferred sales charge that will be imposed upon withdrawals.
Prudential shall also promptly advise the Committee of any change in the
form of contract that increases or decreases such charge.
4. It is understood that the compensation to Prudential, resulting from the
deferred sales charge imposed upon withdrawals made by participants under
variable basis, is separate and apart from he any form of contract on
additional compensation, more fully described in a separate contract
between the parties also executed as of this date, providing for the
performance of investment management, and is also separate from and
additional to the charge or charges made, as described in Paragraph B,
subparagraph (d), of the Statement of Facts preceding this Agreement, for
the purpose of providing
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funds to defray the expenses of administering the contracts.
5. This Agreement shall remain in force until the first meeting of the
participants in VCA-ll and from year to year thereafter, but only so long
as such continuance is approved at least annually by the affirmative vote
of the Committee, including the specific approval of a majority of the
members of the Committee who are not persons affiliated with Prudential, or
by a majority of the votes by those persons having voting rights in respect
of VCA-ll, as provided for by the Rules and Regulations of VCA-ll.
6. This agreement shall automatically terminate in the event of its assignment
by Prudential.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
this 17th day of March, 1982.
Attest: THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
/s/ Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Secretary Vice President
Witnessed: THE PRUDENTIAL VARIABLE CONTRACT
ACCOUNT-11
/s/ Xxxxxx Xxxxxxx Xxx By: /s/ Xxxxxxx X. XxxXxxxxx
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Secretary to the Committee Chairman of the Committee
