Exhibit (8)(e)
Amendment to Fund Participation Agreement
Reference is made to the Fund Participation Agreement dated as of
December 31, 2007, among Pruco Life Insurance Company of New Jersey
("Company"), JPMorgan Insurance Trust ("Trust"), X.X. Xxxxxx Investment
Management Inc. (the "Adviser"), and JPMorgan Funds Management, Inc. (the
"Administrator).
WHEREAS, Company, pursuant to the Fund Participation Agreement, purchases
Portfolio shares of the Trust on behalf of its separate accounts to fund
certain variable life insurance and/or variable annuity contracts issued by
Company ("Contracts"); and
WHEREAS, (i) JPMorgan Investment Advisors Inc. ("JPMIA") was a party to the
Agreement and served as an investment adviser to JPMorgan Trust II; and
(ii) effective January 1, 2010, JPMIA transferred its investment advisory
business to X.X. Xxxxxx Investment Management, Inc. ("JPMIM") pursuant to an
internal reorganization, and in connection therewith JPMIM, JPMIA and JPMorgan
Trust II executed an Amendment to Investment Advisory agreement under which
JPMIM assumed all of JPMIA's rights and responsibilities as investment adviser
to JPMorgan Trust II; and
WHEREAS, Company, Trust, Adviser and Administrator seek to make changes to the
Fund Participation Agreement in order to permit the delivery of the Trust's
summary prospectuses pursuant to the requirements ofRule 498 ("Rule 498") under
the Securities Act of 1933, as amended (the "1933 Act").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, Company, Trust, Adviser
and Administrator hereby agree as follows:
1. Definitions. Unless otherwise noted, terms used in this Amendment shall
have the same meaning as in the Fund Participation Agreement. For
purposes of this Amendment:
a. The term "Portfolio Documents" shall mean those documents prepared by the
Trust that, pursuant to Rule 498(e)(l), must be publicly accessible, free of
charge, at the Web site address specified on the cover page or at the beginning
of the Summary Prospectus. Portfolio Documents include each Portfolio's current
Summary Prospectus, Statutory Prospectus, Statement of Additional Information,
and most recent annual and semi-annual reports to shareholders under Rule 30e-l
of the Investment Company Act of 1940 (the "1940 Act").
b. The term "Portfolio Documents Web Site" shall mean the Web site maintained
by the Trust or its agent where Contract Owners and prospective Contract Owners
may access the Portfolio Documents in compliance with Rule 498.
c. The term "Statutory Prospectus" shall mean a prospectus that satisfies the
requirements of section 10(a) ofthe 1933 Act.
d. The term "Summary Prospectus" shall have the same meaning as set forth in
Rule 498.
e. The term "Applicable Law" shall mean the Federal Securities Laws as defined
in Rule 38a-1(e)(1) under the 1940 Act, any rules promulgated under such
Federal Securities Laws, and any applicable guidance received from the
Securities and Exchange Commission ("SEC") or from the staff of the SEC (the
"SEC Staff') thereunder. As used herein, the phrase "any applicable guidance
received from the SEC or from the SEC Staff thereunder" shall refer only to
published no-action relief, interpretative guidance, exemptive orders or final
rulemaking guidance, but shall specifically exclude oral statements, speeches
or informal guidance that may be provided by the SEC or the SEC Staff from time
to time. The term "Applicable Law" also includes any state laws, rules and
regulations that may apply to this Amendment.
2. Amendment Provisions
The following provisions are added as Article 13, Use of Summary Prospectuses,
to the Fund Participation Agreement:
a. Obligations of the Trust. The Trust agrees to the following
provisions as of the date hereof and for as long as the Amendment is in
effect and valid:
i. The Trust shall comply with the requirements of Rule 498 and
Applicable Law in connection with the offer and sale of Portfolio
Shares as specified in this Amendment.
ii. Any Summary Prospectuses provided by the Trust to the Company and
the hosting of such Summary Prospectuses will comply in all material
respects with all applicable requirements of Rule 498 and Applicable
Law.
iii. The Trust shall specify, in the legend on the cover page or at
the beginning of a Portfolio's Summary Prospectus, as required by
Rule 498(b)(l)(v), the specific Web site address for the Portfolio
Documents Web Site and toll free number and e-mail address provided
by the Trust.
iv. If the Company elects to utilize a Summary Prospectus made
available by the Trust, the Trust will provide Company copies of the
Summary Prospectuses and any supplements thereto in the same manner
as described in the Fund Participation Agreement for the Statutory
Prospectuses. Prospectus as used in the Fund Participation Agreement
will include both the Summary Prospectuses and Statutory
Prospectuses, as the context requires.
v. If at any point the Trust determines that it no longer wishes to
utilize the Summary Prospectus delivery option, the Trust must
provide the Company with at least sixty (60) days advance written
notice of this intent so that the Company can arrange to deliver a
Statutory Prospectus in place of a Summary Prospectus. The Trust
shall continue to maintain the Portfolio Documents Web Site for a
minimum of 180 days.
vi. If at any point the Trust determines that a Portfolio will be
liquidated or merged with another variable insurance products fund,
the Trust must either provide the Company with at least sixty
(60) days advance written notice or must provide prompt notice once
the information about the liquidation or merger is made public if
that period is less than sixty (60) days so that the Company can
arrange to deliver a Statutory Prospectus in place of a Summary
Prospectus. The Trust shall continue to maintain the Portfolio
Documents Web Site for a minimum of 180 days.
vii. The Trust will provide that the current versions of the
Portfolio Documents remain continuously available from the time the
Summary Prospectus is sent or given until at least 90 days after the
last date that the Portfolio has reason to believe that the Company
delivered a security or communications in reliance upon Rule
498(e)(l).
viii. Any non-public personal information or personally identifiable
financial information about any Contract Owner or prospective
Contract Owner, obtained in connection with fulfillment of Summary
Prospectuses or Statutory Prospectuses will be used by the Trust
solely for the purpose of responding to fulfillment requests.
ix. The Trust shall be responsible for compliance with the provisions
of Rule 498(f)(i) involving Contract Owner requests for additional
Portfolio Documents made directly to the Trust.
b. Obligations of the Company. The Company agrees to the following
provisions as of the date hereof and for as long as the Amendment is in
effect and valid:
i. The Company shall comply with the requirements of Rule 498 and
Applicable Law in connection with the delivery of the Summary
Prospectuses for the Portfolios.
ii. Company shall deliver (or arrange for delivery of) a Summary
Prospectus for each Portfolio that a prospective Contract Owner
identifies on his or her application as an intended investment option
under a Contract or to which a Contract Owner currently allocates
premium payments or transfers Contract value. To the extent such
Summary Prospectus is made available by the Trust, the Company, in
its sole discretion, reserves the right to deliver to Contract Owners
a Summary Prospectus for each Portfolio that has served as an
investment option under a Contract issued by the Company. In
addition, the Company, in its sole discretion, reserves the right to
deliver the Statutory Prospectus in place of the Summary Prospectus.
The Company shall deliver (or arrange for delivery of) such Summary
or Statutory Prospectuses at the times required by applicable
provisions of the 1933 Act and 1940 Act, the rules or regulations
thereunder, and any applicable guidance received from the SEC or from
the SEC Staff thereunder.
iii. To the extent that a Summary Prospectus is made available by the
Trust, the Company shall provide Trust at least 30 days prior notice
of its desire to generally use Summary Prospectuses instead of
Statutory Prospectuses for prospectus delivery, provided, however,
that nothing herein shall prevent the Company from delivering a
Statutory Prospectus in place of a Summary Prospectus in a particular
instance.
iv. The Company shall deliver all Summary Prospectuses and all
Statutory Prospectuses in compliance with the Greater Prominence
requirements of Rule 498(t)(2) and Applicable Law.
v. The Company may, in its sole discretion, bind together the Summary
Prospectuses or Statutory Prospectuses for the Funds with Summary Prospectuses
and Statutory Prospectuses for other investment options under the Contract and
the Contract Prospectus(es) as long as such binding is done in compliance with
Rule 498(c)(2) and Applicable Law.
vi. The Company shall be permitted, but not required, in its sole
discretion, to post copies of Portfolio Documents on the Company's Web
site. The Trust hereby grants to the Company a non-exclusive, worldwide,
royalty-free, perpetual license to create a hyperlink from the Company's
Web site to the Portfolio Documents Web Site. The Trust may, in its sole
and absolute discretion, revoke such license at any time.
Notwithstanding the foregoing, the Trust shall be and remain solely
responsible for ensuring that the Portfolio Documents, including the
Summary Prospectuses for the Portfolios, comply with Rule 498 and any
applicable guidance received from the SEC or from the SEC Staff
thereunder.
vii. The Company may not alter any Portfolio Documents without the
prior written consent ofthe Trust.
viii. The Company shall respond to requests for additional Portfolio
Documents made by Contractwners directly to the Company with documents provided
by the Trust within three Business Days of the request.
3. Current Article 13 of the Fund Participation Agreement is renumbered as
Article 14.
4. JPMIA is hereby removed as a party to the Agreement, effective
January 1, 2010;
This Amendment may be terminated at any time, without the payment of any
penalty, by mutual agreement of the parties in writing. This Amendment
will terminate automatically upon termination of the Fund Participation
Agreement.
To the extent the terms of the Amendment conflict with the terms of the Fund
Participation Agreement, the terms of the Amendment shall control. All other
terms and provisions of the Fund Participation Agreement not amended here in
shall remain in full force and effect.
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
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Title: Vice President
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JPMORGAN INSURANCE TRUST
By: /s/ Xxxxxxx X. House
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Name: Xxxxxxx X. House
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Assistant Treasurer
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JPMORGAN INVESTMENT MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Managing Director
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JPMORGAN FUNDS MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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