SHAREHOLDER INFORMATION AGREEMENT
SHAREHOLDER INFORMATION AGREEMENT entered into as of March 15, 2007
by and between Lazard Asset Management Securities LLC (the "Fund") and The
Prudential Insurance Company of America (the "Intermediary"), with an effective date of
October 16, 2007. Prior to the effective date of this Shareholder Information Agreement,
the Fund and the Intermediary agree that any request made to the Intermediary by the
Fund for shareholder transaction information, and the Intermediary's response to such
request, shall be governed by whatever practices the Fund and the Intermediary had
utilized in the absence of a formal agreement, if any, to govern such requests.
WHEREAS, Intermediary is a "financial intermediary" with respect to the Fund,
as such term is defined in Rule 22c-2 under the Investment Company Act of 1940 ("Rule
22c-2"); and
WHEREAS, pursuant to Rule 22c-2, the Fund is required to enter into a written
agreement with Intermediary under which Intermediary agrees to (i) provide, at Fund's
request, certain identity and transaction information with respect to Shareholders, and (ii)
execute instructions from Fund 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:
Section 1. Definitions. As used in this Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by the context:
The term "Intermediary" shall mean an insurance company separate account.
The term "Fund" shall mean an open-ended management investment company that is
registered, or required to register, under section 8 of the Investment Company Act of
1940 and includes (i) an investment adviser to or administrator for the Fund; (ii) the
principal underwriter or distributor for the Fund; or (iii) the transfer agent for the Fund.
The term not does include any "excepted funds" as defined in SEC Rule 22c-2(b) under
the Investment Company Act of 1940.
The term "Shares" means the interests of Shareholders corresponding to the redeemable
securities of record issued by the Fund under the Investment Company Act of
1940 that are held by the Intermediary.
The term "Shareholder" means the holder of interests in a variable annuity or variable life
insurance contract issued by the Intermediary ("Contract"), or a participant in an
employee benefit plan with a beneficial interest in a contract.
The term "Shareholder-Initiated Transfer Purchase" means a transaction that is initiated
or directed by a Shareholder that results in a transfer of assets within a Contract to a
Fund, but does not include transactions that are executed: (i) automatically pursuant to a
contractual or systematic program or enrollment such as transfer of assets within a
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Contract to a Fund as a result of "dollar cost averaging" programs, insurance company
approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a
Contract death benefit; (iii) pursuant to a one-time step-up in Contract value under a
Contract death benefit, or in connection with an automatic step-up to protected
withdrawal value under an annuity guaranteed minimum withdrawal benefit; (iv)
pursuant to an allocation of assets to a Fund through a Contract as a result of payments
such as loan repayments, scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; (v) pursuant to pre-arranged
transfers at the conclusion of the free look period; or (vi) in connection with receipt of a
longevity credit or other automatic increase to Contract value.
The term "Shareholder-Initiated Transfer Redemption" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets within a Contract
out of a Fund, but does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as transfers of assets
within a Contract out of a Fund as a result of annuity payouts, loans, systematic
withdrawal programs, insurance company approved asset allocation programs and
automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under
a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or
surrenders from a Contract; or (iv) as a result of payment of a death benefit from a
Contract.
The term "written" includes electronic writings and facsimile transmissions.
Section 2.0. Agreement to Provide Information. Intermediary agrees to provide the
Fund or its designee, upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("Gil") and the Contract owner number or participant
account number associated with the Shareholder, if known, of any or all Shareholder(s)
of the account, and the amount, date and transaction type (purchase, redemption, transfer,
or exchange) of every purchase, redemption, transfer, or exchange of Shares held through
an account maintained by the Intermediary during the period covered by the request.
Unless otherwise specifically requested by the Fund, the Intermediary shall only be
required to provide information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
Section 2.1. Period Covered by Request. Requests must set forth a specific period, not
to exceed 90 days from the date of the request, for which transaction information is
sought. The Fund may request transaction information older than 90 days from the date
of the request as it deems necessary to investigate compliance with 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.
Section 2.2. Timing of Requests. Fund requests for Shareholder information shall be
made no more frequently than quarterly, except as the Fund deems necessary to
investigate compliance with 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.
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Section 2.3. Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon request of the Fund or its designee, the
requested information specified in Section 2.0. If requested by the Fund or its designee,
Intermediary agrees to use best efforts to determine promptly whether any specific person
about whom it has received the identification and transaction information specified in
Section 2.0 is itself a financial intermediary ("indirect intermediary") and, upon further
request of the Fund or its designee, promptly either (i) provide (or arrange to have
provided) the information set forth in Section 2.0 for those shareholders who hold an
account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary
from purchasing, in nominee name on behalf of other persons, securities issued by the
Fund. Intermediary additionally agrees to inform the Fund whether it plans to perform (i)
or (ii).
(b) Responses required by this paragraph must be communicated in writing and in a
format mutually agreed upon by the Fund or its designee and the Intermediary; and
(c) To the extent practicable, the format for any transaction information provided to the
Fund should be consistent with the NSCC Standardized Data Reporting Format.
Section 3. Limitations on Use of Information. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other than as necessary
to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act
(Public Law 106-102) and comparable state laws.
Section 4. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares
by a Shareholder that has been identified by the Fund as having engaged in transactions
of the Fund's Shares (directly or indirectly through the Intermediary's account) 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. Unless otherwise
directed by the Fund, any such restrictions or prohibitions shall only apply to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions
that are effected directly or indirectly through Intermediary. Instructions must be
received by Intermediary at the following address, or such other address that
Intermediary may communicate to Fund in writing from time to time, including, if
applicable, an e-mail and/or facsimile telephone number:
The Prudential Insurance Company of America, Annuity Services, Xxxxxx Xxxxxx,
0000 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx, 00000, (000) 000-0000,
Xxxxxx.Xxxxxx@Xxxxxxxxxx.xxx.
The Prudential Insurance Company of America, Annuity Services, Xxxxxxxxx Xxxxx,
0000 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx, 00000, (000) 000-0000,
Xxxxxxxxx.Xxxxx@Xxxxxxxxxx.xxx.
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Section 5. Form of Instructions. Instructions must include the TIN, ITIN, or Gii and
the specific individual Contract owner number or participant account number associated
with the Shareholder, if known, and the specific restriction(s) to be executed, including
how long the restriction(s) is (are) to remain in place. If the TIN, ITIN, Gii or the
specific individual Contract owner number or participant account number associated with
the Shareholder 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. Upon request of the Intermediary, Fund agrees to provide to the
Intermediary, along with any written instructions to prohibit further purchases or
exchanges of Shares by Shareholder, information regarding those trades that violated the
Fund's policies relating to eliminating or reducing any dilution of the value of the Fund's
outstanding Shares.
Section 6. Timing of Response. Intermediary agrees to execute instructions as soon as
reasonably practicable, but not later than ten business days after receipt of the
instructions by the Intermediary.
Section 7. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund that instructions have been executed. Intermediary agrees to
provide confirmation as soon as reasonably practicable, but not later than ten business
days after the instructions have been executed.
Section 8. Construction of the Agreement; Fund Participation Agreements. The
parties have entered into one or more Fund Participation Agreements between or among
them for the purchase and redemption of shares of the Funds. This Agreement
supplements those Fund Participation Agreements. To the extent the terms of this
Agreement conflict with the terms of a Fund Participation Agreement, the terms of this
Agreement shall control.
Section 9. Termination. This Agreement will terminate upon the termination of the
Fund Participation Agreements.
Section 10. Miscellaneous.
a. If allowed by law, Fund will notify Intermediary of any regulatory requests
received with respect to Shareholder information related to the Intermediary's accounts.
b. Fund acknowledges that Intermediary is not responsible for the accuracy of
information provided by an indirect intermediary.
c. Fund agrees that any decision to prohibit a Shareholder from trading will be done
in an even-handed, non-discriminatory manner.
d. Fund agrees to abide by the requirements set forth by the NASD for member
firms as to compliance with the investigation of background information including, but
not limited to, employment verification and DOJ/FBI finger print searches for criminal
records identification. Fund also will abide by the standards of reportable criminal
matters and statutory disqualifications for said employees.
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e. Fund agrees to indemnify and hold harmless Intermediary from any and all
liability, claim, loss, demand, damages, costs and expenses (including reasonable
attorney's fees) arising in connection with a third party claim or action brought
against Intermediary as a result of any unauthorized disclosure of a Shareholder's
TIN, ITIN, or GII provided to the Fund in response to a request for information
pursuant to the terms of this Agreement.
f. Either party is excused from performance, and shall not be liable for any delay in
performance or non-performance, in whole or in part, caused by the occurrence of
any event or contingency beyond the control of the parties including, but not limited
to, work stoppages, fires, civil disobedience, riots, rebellions, natural disasters, acts of
God, and acts of war or terrorism. The party who has been so affected shall promptly
give written notice to the other party, and shall use its best efforts to resume
performance. Upon receipt of such notice, all obligations under this Agreement shall
be immediately suspended for the duration of such force majeure.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be effective as
of the date written above,
/s/ Xxxxxxx X Xxxxxxx
By: Xxxxxxx X. Xxxxxxx
Deputy Chairman
Lazard Asset Management Securities LLC
/s/ Xxxxxx O, Xxxx
By: Xxxxxx X. Xxxx, Vice President
Pruco Life Insurance Company
/s/ Xxxxxx O, Xxxx
By: Xxxxxx X. Xxxx, Vice President
Pruco Life Insurance Company of New Jersey
/s/ Xxxxxx O, Xxxx
By: Xxxxxx X. Xxxx, Vice President
The Prudential Insurance Company of America
/s/ Xxxxxx O, Xxxx
By: Xxxxxx X. Xxxx, Vice President
American Skandia Life Assurance Corporation
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