RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT is made as of the Effective Date (as defined below) by and
between Prudential Investment Management Services LLC ("Fund Agent") on behalf
of the JennisonDryden, Strategic Partners and Target families of mutual funds,
the Xxxxxxxx Xxxxxxxxx Growth Equity Fund and such other funds for which it acts
as distributor (the "Funds") and Security Distributors, Inc. ( "Intermediary").
WHEREAS, Fund Agent is the distributor and principal underwriter for the Funds;
WHEREAS, Fund Agent has identified Intermediary as a Financial Intermediary (as
defined below);
WHEREAS, Intermediary facilitates trading for shareholders investing in one or
more of the Funds;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of 1940, as
amended ("Rule 22c-2"), Fund Agent is required to enter into an agreement with
Intermediary on behalf of the Funds under which Intermediary is required to
provide the Funds, upon request, with certain shareholder and account
information and to prohibit transactions that violate each Fund's anti-market
timing policies.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund Agent and the Intermediary hereby
agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings:
1.1 The term "Effective Date" means April 16, 2007, or such other
compliance date mandated by Rule 22c-2.
1.2 The term "Fund" includes the fund's principal underwriter and transfer
agent. The term not does include any "excepted funds" as defined in
Rule 22c-2(b) under the Investment Company Act of 1940(1).
1.3 The term "Financial Intermediary" means (i) any broker, dealer, bank,
or other entity that holds securities of record issued by the Fund in
nominee name; and (ii) in the case of a participant-directed employee
benefit plan that owns securities issued by the Fund (1) a retirement
plan administrator under ERISA or (2) any entity that maintains the
plan's participant records.
1.4 The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund by the
Intermediary.
1.5 The term "Shareholder" means the beneficial owner of Shares, whether
the
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(1) As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the fund
permits short-term trading of its securities and that such trading may result in
additional costs for the fund.
Shares are held directly or by the Intermediary in nominee name, or,
if the Intermediary is a retirement plan recordkeeper, means the Plan
participant notwithstanding that the Plan may be deemed to be the
beneficial owner of Shares.
1.6 The term "written" includes electronic writings and facsimile
transmissions.
2. SHAREHOLDER INFORMATION
2.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund,
upon written request, the taxpayer identification number ("TIN"), if known,
of any or all Shareholder(s) of the account and the amount, date, name or
other identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), 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.
2.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period
for which transaction information is sought, which generally will not
exceed ninety (90) calendar days of transaction information. The Fund will
not request transaction information older than ninety (90) calendar days
from the date of the request unless the Fund deems it necessary to
investigate compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of value of the outstanding
shares issued by the Fund.
2.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund or its
designee promptly, but in any event not later than ten (10) business days,
after receipt of a request. If the requested information is not on the
Intermediary's books and records, Intermediary agrees to use reasonable
efforts to: (i) provide or arrange to provide to the Fund the requested
information from shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Fund, block further purchases of
Fund Shares from such indirect intermediary. In such instance, Intermediary
agrees to inform the Fund whether it plans to perform (i) or (ii).
Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the parties. To the extent practicable,
the format for any transaction information provided to the Fund should be
consistent with the NSCC Standardized Data Reporting Format. For purposes
of this provision, an "indirect intermediary" has the same meaning as in
Rule 22c-2 under the Investment Company Act of 1940.
2.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received for marketing or any other similar purpose without the
prior written consent of the Intermediary.
2.2 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.
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2.2.1 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.
2.2.2 TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five (5) business days
after receipt of the instructions by the Intermediary.
2.2.3 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 (10) business days after the instructions have been
executed.
3. EFFECT OF THIS AGREEMENT. This Agreement, which is effective as of the
Effective Date, supplements the Dealer Agreement between our firms. In the
event of any conflict between this Agreement and the Dealer Agreement, this
Agreement shall control.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the Effective Date.
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
/s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxx
Title: Vice President
SECURITY DISTRIBUTORS, INC.
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By:
Title:
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