Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485BPOS Pe Amend #33 to Form N-3 (Vca-10) 195 1.06M
2: EX-1 Resolution of the Board of Directors 2± 10K
3: EX-2 Rules and Regulations 8 27K
4: EX-4 Investment Management Agreement 2 10K
5: EX-4.I Amend #1 to Investment Management Agreement 1 7K
6: EX-5 Agreement Relating to the Sale of Certain Contract 3 14K
7: EX-13.I Consent of Independent Public Accountant 1 7K
8: EX-27 ƒ Finanicial Data Scedule 2± 9K
EX-2 — Rules and Regulations
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EXHIBIT (2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
VARIABLE CONTRACT ACCOUNT-10
RULES AND REGULATIONS
ARTICLE I
GENERAL
Section 1. Name. The name of this account shall be The Prudential Variable
Contract Account-10 ("VCA-10").
Section 2. Purpose. VCA-10 is a variable contract account established pursuant
to the provisions of Chapter 28 of Title 17B of the Revised Statutes of New
Jersey, as amended. Its purpose is to provide a funding medium for such
contracts on a variable basis issued and administered by The Prudential
Insurance Company of America ("Prudential") as Prudential shall elect to
designate as participating therein.
ARTICLE II
MEETINGS OF PERSONS HAVING VOTING RIGHTS IN VCA-10
Section 1. Meetings. Meetings of the persons having voting rights in respect
of VCA-10 under Section 6 of this Article may be called by a majority of the
Committee referred to in Article III hereof. The notice of the meeting shall
state the purpose or purposes of the meeting. All such meetings shall be held
at the Corporate Home Office of Prudential or at such other place as may be
determined by the Committee, at the time and place stated in the notice of the
meeting.
Section 2. Required Meetings. (a) In the event that at any time less than a
majority of members of the Committee holding office at that time were elected
by persons having voting rights in respect of VCA-10, the Committee shall
forthwith cause to be held as promptly as possible, and in any event within 60
days, a meeting of such persons for the purpose of electing Committee members
to fill any existing vacancies, unless the United States Securities and
Exchange Commission shall by order extend such period.
Section 3. Notice of Meeting. A written or printed notice stating the place,
day and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given by mail, postage prepaid, to each person having
voting rights in respect of VCA-10 as of
the date of such meeting, at his address as carried on the records of VCA-10.
Such notice shall be placed in the mail not less than 25 days prior to the date
of the meeting.
Section 4. Quorum. Persons entitled to cast more than thirty-five percent of
the votes which may be cast in accordance with Section 6 of this Article II,
represented either in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting provided for by this Article, except
insofar as a higher quorum for the transaction of any particular item of
business may be required by applicable law. If a quorum shall not be present,
persons entitled to cast more than fifty percent of the votes represented in
person or by proxy at the meeting may adjourn the meeting to some later time.
When a quorum is present, the vote of more than fifty percent of the votes
represented in person or by proxy shall determine any question except as may be
otherwise provided by these Rules and Regulations or by law.
Section 5. Proxies. A vote may be cast either in person or by proxy duly
executed in writing. A proxy for any meeting shall be valid for any
adjournment of such meeting.
Section 6. Voting. (a) For the purpose of determining the persons having
voting rights in respect of VCA-10 who are entitled to notice of and to vote at
any meeting of such persons or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of any
other action, the Committee may fix, in advance, a date as the record date for
any such determination of such persons. Such date shall not be more than 70
nor less than 10 days before the date of such meeting, nor more than 70 days
prior to any other action.
(b) The following persons shall have voting rights in respect of VCA-10 as of
the date of any meeting provided for by this Article:
(1) each person who had an individual accumulation
account in VCA-10 as of the record date fixed in accordance
with paragraph (a) of this Section;
(2) each holder of a contract issued in connection with
deferred compensation plans established under Section 457 of
the Internal Revenue Code under which one or more accumulation
accounts in VCA-10 are maintained as of the record date so
fixed; and
(3) Prudential, if it had its own funds invested in
VCA-10 as of the record date so fixed.
(c) The number of votes which each such person described in Paragraph (b)(1) of
this Section may cast at a meeting provided for by this Article shall be equal
to the number of dollars and fractions thereof in his individual accumulation
account in VCA-10 as of the
record date fixed in accordance with Paragraph (a) of this Section. The
number of votes which each such person described in Paragraph (b)(2) of this
Section may cast at a meeting provided for by this Article shall be equal to
the aggregate number of dollars and fractions thereof in the accumulation
accounts under the contract as of the record date so fixed. The number of
votes which Prudential may cast at a meeting provided for by this Article shall
be equal to the number of dollars and fractions thereof of Prudential's own
funds invested in VCA-10 as of the record date so fixed; provided however,
that:
(1) With respect to the election of members of the VCA-10
Committee, Prudential shall cast its votes FOR each nominee
and shall WITHHOLD its votes from each nominee in the same
proportion as all other votes represented at the meeting, in
person or by proxy; and
(2) With respect to each other issue considered at a
meeting, Prudential shall cast its votes FOR and AGAINST the
issue and shall ABSTAIN from casting its votes on the issue in
the same proportion as all other votes represented at the
meeting, in person or by proxy.
Section 7. Order of Business. The order of business at the meetings provided
for in this Article shall be determined by the presiding officer.
Section 8. Inspectors. At each meeting of persons having voting rights in
respect of VCA-10 the polls shall be opened and closed, the proxies and ballots
shall be received and be taken in charge, and all questions touching the
qualification of voters, the validity of proxies or the acceptance or rejection
of votes shall be decided by three inspectors. Such inspectors, who need not
be persons having voting rights in respect of VCA-10, shall be appointed by the
Committee before the meeting, or if no such appointment shall have been made,
then by the presiding officer of the meeting. In the event of failure, refusal
or inability of any inspector previously appointed to serve, the presiding
officer may appoint any person to fill such vacancy.
ARTICLE III
THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-10 COMMITTEE
Section 1. Composition. The Prudential Variable Contract Account-10 Committee
("Committee") shall consist of not less than three or more than nine members.
The initial Committee, which shall consist of five members, shall be appointed
by the Chairman of the Board and Chief Executive Officer, the President or the
Vice Chairman of Prudential. The Committee shall, prior to giving notice of
each meeting at which members of the Committee are to be elected, fix the
number of members that shall constitute the Committee until the next such
meeting. The members of the Committee elected at the September 1988 meeting of
persons having voting rights in respect of VCA-10 shall serve indefinite terms.
Any vacancy may be filled either by vote of the Committee pursuant to Section 9
of this Article or by a ballot at a meeting of persons having voting rights in
respect of VCA-10. Members elected to the Committee pursuant to Section 9 of
this Article shall serve until the next meeting of persons having voting rights
in respect of VCA-10. Members elected by vote of persons having voting rights
in respect shall serve indefinite terms. Members of the Committee need not
have voting rights in respect of VCA-10.
Section 2. Powers. The Committee shall have the following powers:
(a) to negotiate and approve agreements, required by the
Investment Company Act of 1940, entered into by VCA-10
providing for services relating to investment management and
to the sale of contracts on a variable basis issued and
administered by Prudential to the extent they include
participating interests in VCA-10 and to submit any agreement
for investment management services to the persons having
voting rights in respect of VCA-10 for their approval;
(b) to determine the initial fundamental investment
policy of VCA-10 and review investments made for VCA-10 to
determine that they conform to such policy;
(c) to consider changes in the fundamental investment
policy of VCA-10 and submit any recommendations with respect
thereto to the persons having voting rights in respect of
VCA-10 for their approval;
(d) to select an independent public accountant for
VCA-10;
(e) to amend these Rules and Regulations without the
approval of persons having voting rights in respect of VCA-10;
(f) to authorize the filing of all registration
statements and applications for exemptions, and related
reports and documents to be filed by VCA-10 with the
Securities and Exchange Commission under the Investment
Company Act of 1940 and the Securities Act of 1933 and the
rules and regulations thereunder; and
(g) to perform such additional acts for VCA-10 as may be
required to comply with the Investment Company Act of 1940 or
as may be necessary to carry out the functions of VCA-10 as
provided for by resolution of the Board of Directors of
Prudential.
Section 3. Subcommittees. The Committee may elect by vote of a majority
thereof, which majority shall include a majority of the members who are not
affiliated persons of Prudential, two or more of its members to constitute an
Executive Subcommittee, which subcommittee shall have, and may exercise when
the Committee is not in session, any or all powers of the Committee.
The Committee by a majority thereof may appoint from among its members
other subcommittees, from time to time, and may determine the number of members
(not less than two) composing such subcommittees, and their functions.
Each subcommittee may make rules for the notice and conduct of its
meetings and the keeping of the records thereof. The term of any member of any
subcommittee shall be fixed by the Committee but no member of a subcommittee
shall hold office after the first meeting of the Committee following a meeting
of the persons having voting rights in VCA-10 at which one or more members of
the Committee is elected, unless reappointed.
Section 4. Meetings. Regular meetings of the Committee shall be held at such
places and at such times as the Committee, by majority vote, may determine from
time to time, and if so determined, no call or notice thereof need be given
except that at least two days' notice shall be given of the first regular
meeting following a change in the date of regular meetings. Special meetings of
the Committee may be held at any time or place, whenever called by the Chairman
of the Committee, or two or more members of the Committee. Notice thereof
shall be given to each member by the Secretary or any Assistant Secretary to
the Committee, unless all members are present or unless those not present shall
have waived notice thereof in writing, which waivers shall be filed with the
records of the meeting. Notice of special meetings stating the time and place
thereof shall be given by mail to each member at his residence or business
address at least two days before the meeting, or by delivering or telephoning
the same to him personally or by telephoning the same to him at his residence
or business address at least one day before the meeting; provided, that the
Chairman of the Committee may prescribe a shorter notice to be given personally
or by telephone or telegraph to each member at his residence or business
address. The Chairman of the Committee shall preside at all meetings of the
Committee at which he is present.
Section 5. Quorum. A majority of the members of the Committee shall constitute
a quorum for the transaction of business. When a quorum is present at any
meeting, a majority of the members present shall decide any question brought
before such meeting except as otherwise provided by law, or by these Rules and
Regulations.
Section 6. Action Other Than at Meetings. Any action which may validly be
taken by the Committee at a regular or special meeting thereof may also be
taken without a meeting, provided that unanimous approval of such action has
been obtained either by telephonic communication with or in writing from each
member of the Committee. A record of any such action shall be maintained as
part of the minutes of the meetings of the Committee.
Section 7. Officers. At the first meeting of the Committee and at the first
meeting following each meeting of persons having voting rights in respect of
VCA-10 at which one or more members of the Committee is elected, the Committee
shall elect one of its members to act as Chairman of the Committee and he shall
hold office until his successor is elected and qualified.
The Committee shall appoint a Secretary to the Committee and such
other officers and assistant officers as it may deem advisable. With the
exception of the Chairman, none of the officers or assistant officers need be
members of the Committee. The Secretary and any Assistant Secretary shall have
the power to certify the minutes of the meetings, or any portion thereof, of
the persons having voting rights in respect of VCA-10 and of the Committee,
shall perform the duties customarily associated with the Secretary of a
corporation, and shall perform such other duties and have such other powers as
the Committee shall designate from time to time. All other officers and
assistant officers shall perform such duties and have such powers as the
Committee shall designate from time to time.
Section 8. Resignations. Any member of the Committee, the Chairman, the
Secretary or any other officer or assistant officer may resign his membership
or office at any time by mailing or delivering his resignation in writing to
the Chairman or to a meeting of the Committee. Any such resignation shall take
effect at the time specified therein or, if the time be not specified, upon
acceptance thereof by the Committee.
Section 9. Vacancies. (a) Vacancies occurring by reason of death, resignation
or otherwise of members of the Committee may be filled by a majority vote of
all the remaining members, provided that, immediately after filling any such
vacancy at least two-thirds of the members then holding office shall have been
elected to such office by persons having voting rights in respect of VCA-10.
Members elected pursuant to this Section shall serve until the next meeting of
the persons having voting rights in respect of VCA-10.
(b) The committee shall have and may exercise all its powers notwithstanding
the existence of one or more vacancies in its number, provided there are at
least three members in office. If the office of any member of any
subcommittee, or the Chairman of the
Committee, the Secretary or any other officer or assistant officer becomes
vacant, the Committee may elect a successor by vote of a majority of the
members then in office. Each successor shall hold office until his successor
shall be duly elected or appointed and qualified.
Section 10. Removal. Any member of the Committee, the Chairman, the Secretary
or any other officer or assistant officer may be removed from office by a vote
of three-fifths of the Committee members then in office.
No person shall serve as a member of the Committee after the persons
having two-thirds or more of the voting rights in respect of VCA-10 have
declared, either in a writing filed with Prudential or by votes cast in person
or by proxy at a meeting, called for such purpose, of persons having voting
rights in respect of VCA-10, that such person should be removed as a Committee
member.
The Committee shall promptly call a meeting of persons with voting
rights in respect of VCA-10 to vote on the removal of any Committee member when
asked to do so by persons having 10% or more of the voting rights in respect to
VCA-10.
Whenever ten or more persons having voting rights in respect of VCA-10
who hold, in the aggregate, interests in VCA-10 having an asset value of at
last $25,000 or 1% of the voting rights in respect to VCA-10, whichever is
less, shall advise the Committee in writing that they wish to communicate with
other persons having voting rights in respect of VCA-10 with a view to a
request for a meeting for the purpose of removing any member or members of the
Committee from office, and such advice is accompanied by a form of
communication and request which they wish to transmit, the Committee shall
within five business days after receiving such advice either afford such
persons access to a list of the names and addresses of persons having voting
rights in respect of VCA-10 or inform them as to the approximate number of
persons having voting rights in respect of VCA-10 and the approximate cost of
mailing the proposed form of communication and request.
If the Committee elects to provide the information regarding the
approximate number of persons having voting rights in respect of VCA-10 and the
approximate cost of mailing to them the proposed communication and form of
request, the Committee, upon the written request of those desiring such a
mailing, accompanied by a tender of the material to be mailed and of the
reasonable expenses of mailing, shall, with reasonable promptness, mail such
material to all persons having voting rights in respect of VCA-10 at their
addresses of record, unless within five business days after such tender the
Committee shall mail to the persons requesting the mailing and file with the
U.S. Securities and Exchange Commission, together with a copy of the material
to be mailed, a written statement signed by at least a majority of the members
of the Committee to the effect that in their opinion either such material
contains
untrue statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion.
The Committee shall mail copies of such material to all persons having
voting rights in respect of VCA-10 with reasonable promptness after the entry
of an order by the Securities and Exchange Commission so providing and the
renewal of such tender.
ARTICLE IV
COMPENSATION
The members of the Committee who are affiliated with Prudential shall
not receive any additional compensation for services which they may perform for
or on behalf of VCA-10. Members of the Committee who are not so affiliated
shall be compensated by Prudential. The Secretary and other officers or
assistant officers shall serve without additional compensation.
ARTICLE V
CHANGE IN CLASSIFICATION OF VCA-10
Any plan of reorganization pursuant to which the classification of
VCA-10 is changed from a management company to a unit investment trust, as
defined in Section 4(2) of the Investment Company Act of 1940, must be
submitted to the persons holding voting rights in respect of VCA-10 and
approved by a majority of the votes cast by such persons.
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