Amendment to Participation Agreement
Exhibit (h)(xxii)
Amendment to Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
The Pruco Life Insurance Company
The Pruco Life Insurance Company of New Jersey
The Prudential Insurance Company of America
Prudential Investment Management Services LLC
Pruco Securities LLC
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"), Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), The Pruco Life Insurance Company, The Pruco Life Insurance Company of New Jersey and The Prudential Insurance Company of America (together the "Company" or "you"), and Prudential Investment Management Services LLC and Pruco Securities LLC, your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated February 1, 2007, as amended (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
1. | Section 1 and Section 2.2.1 are hereby each amended to reflect that Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust") is organized as a statuto1y trust under the laws of the State of Delaware, effective as of May 1, 2007. |
2. | Section 3.1.3 is amended and restated in its entirety as follows: |
"3.1.3 We agree that shares of the Trust will be sold only to: (i) life insurance companies which have entered into fund participation agreements with the Trust ("Participating Insurance Companies") and their separate accounts or to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order; and (ii) investment companies in the form of funds of funds. No shares of any Portfolio will be sold to the general public."
3. | Section 5.2 is amended and restated in its entirety as follows: |
"5.2 If and to the extent required by law, you shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from Contract owners; and (iii) vote Trust shares owned by subaccounts for which no instructions have been received from Contract owners in the same proportion as Trust shares of such Portfolio for which instructions have been received from Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require
pass-through voting privileges for variable contract owners. You reserve the light to vote Trust shares held in any Account in your own right, to the extent permitted by law."
4. | All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of June 5, 2007.
The Trust: | FRANKLIN XXXXXXXXX VARIABLE INSURANCE | |
Only on behalf of each Portfolio | PRODUCTS TRUST | |
listed on Schedule C of the | ||
Agreement | By: /s/ Xxxxx X. Xxxxxxxx | |
Name: Xxxxx X. Xxxxxxxx | ||
Title: Vice President | ||
The Underwriter: | FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC. | |
By: /s/ Xxxxxx Xxxxxx | ||
Name: Xxxxxx Xxxxxx | ||
Title: Senior Vice President | ||
The Company: | ||
THE PRUCO LIFE INSURANCE COMPANY | THE PRUCO LIFE INSURANCE COMPANY | |
OF NEW JERSEY | ||
By: /s/ Xxxxx Xxxxx | By: /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | Name: Xxxxx Xxxxx | |
Title: VP & Actuary | Title: VP & Actuary | |
THE PRUDENTIAL INSURANCEE COMPANY | ||
OF AMERICA | ||
By: /s/ Xxxxx Xxxxx | ||
Name: Xxxxx Xxxxx | ||
Title: VP & Actuary | ||
The Distributor : | ||
PRUCO SECURITIES LLC | PRUDENTIAL INVESTMENT MANAGEMENT | |
SERVICES LLC | ||
By: /s/ Xxxx X. Xxxxxx | By: /s/ Xxxxxxx X. Xxxxx | |
Name: Xxxx X. Xxxxxx | Name: Xxxxxxx X. Xxxxx | |
Title: President | Title: Vice President | |
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