SHAREHOLDER INFORMATION AGREEMENT

SHAREHOLDER INFORMATION AGREEMENT entered into as of March 9, 2007, by

and between Xxxxxxxxx Xxxxxx Management Inc. (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 tenns 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

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 ("GII") 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.

Section 2.3. Form and Timing of Response.

(a) Intermediary agrees to provide, promptly upon request of the Fund or its designee, but

in any event not later than 10 business days after receipt of a request, 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

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.

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.

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 above.

/s/ Xxxxx X. Xxxxxxx

By: Xxxxx X. Xxxxxxx

President

Xxxxxxxxx Xxxxxx Management Inc.

/s/ Xxxxxx X. Xxxx

By: Xxxxxx X. Xxxx, Vice President

The Prudential Insurance Company of America

Document Metadata

Table of Contents

SHAREHOLDER INFORMATION AGREEMENT

Document Metadata