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-10 ("VCA-10") 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-10 as may be necessary to reflect clearly the assets
and liabilities attributable to VCA-10, and in that connection all
investments and liabilities, attributable to VCA-10, at all times,
shall be identifiable and distinguishable from the other investments
and liabilities of Prudential;
(b) prepare and transmit to the VCA-10 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-10, as provided for by the Rules and Regulations of
VCA-10, 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-10, 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-10, and all other applicable
taxes arising out of the investment operations of VCA-10, including
income and capital gains taxes, if any. Such payment shall not result
in any reduction of the value or number of Units credited to persons
who hold participating interests in VCA-10 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-10 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.
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D. Pursuant to the requirements of the 1940 Act, VCA-10 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-10.
AGREEMENT
NOW THEREFORE, Prudential and VCA-10 agree as follows:
1. Prudential will sell contracts on a variable basis that include
participating interests in VCA-10.
2. Each form of contract on a variable basis participating in VCA-10 sold
by Prudential shall set forth explicitly a schedule of deferred sales charges.
The deferred sales charge is imposed on certain withdrawals from VCA-10. 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-10, Prudential shall advise the
Prudential Variable Contract Account-10 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.
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4. It is understood that the compensation to Prudential, resulting from
the deferred sales charge imposed upon withdrawals made by participating under
any form of contract on a variable basis, is separate and apart from the
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 funds to defray the
expenses of administering the contracts.
5. This agreement shall remain on force until the first meeting of the
participants in VCA-10 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 cast by those persons having voting rights in respect of VCA-10, as
provided for by the Rules and Regulations of VCA-10.
6. This agreement shall automatically terminate in the event 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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Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx
Secretary Vice President
Witnessed: THE PRUDENTIAL VARIABLE CONTRACT
ACCOUNT-10
/s/ Xxxxxx Xxxxxxx Xxx By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxx Xxxxxxx Xxx Xxxxxxx X. Xxxxxxxxx
Secretary to the Committee Chairman of the Committee
