AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment, effective as of February 25, 2013, between Advanced Series
Trust (the Trust), a Massachusetts business trust, Prudential Investments LLC
(PI), a New York limited liability company, AST Investment Services, Inc.
(ASTIS) , a Connecticut corporation, Prudential Annuities Distributors, Inc.
(PAD), a Delaware corporation, Prudential Investment Management Services LLC
(PIMS), a Delaware limited liability company, and Prudential Annuities Life
Assurance Corporation (PALAC), a Connecticut life insurance company, to the
Fund Participation Agreement made May 1, 2005, as restated June 8, 2005 (the
Agreement).
RECITALS:
WHEREAS, Article III, Sections 3.1, 3.2, 3.3 and 3.4 of the Agreement provides
for Pruco Life to provide various services relating to the printing and
distribution of Trust documents, as well as to provide various other
administrative services to the Trust; and
WHEREAS, Article V of the Agreement provides for the Trust to pay to PALAC a
fee of 0.10% as more specifically described in Article V, with respect to the
services identified in Article III of the Agreement; and
WHEREAS, shareholders of the Trust recently approved the adoption of a
shareholder services and distribution plan (the Plan) pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended; and
WHEREAS, the Plan provides for the Trust to pay PAD a shareholder services and
distribution fee of 0.10%, as more specifically described in the Plan document;
and
WHEREAS, the shareholder services and distribution fee payable by the Trust to
PAD under the Plan is intended to replace the existing 0.10% fee payable by the
Trust to PALAC, as more specifically described above;
NOW THEREFORE, the Trust, PI, ASTIS, PAD, PIMS and PALAC hereby agree as
follows:
Article III, Sections 3.1, 3.2, 3.3 and 3.4 are hereby deleted from the
Agreement. Article V is hereby deleted from the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first written above.
ADVANCED SERIES TRUST
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Print Name: Xxxxxxx Xxxxxx
Title: President
Date: 4-2-13
PRUDENTIAL INVESTMENTS LLC
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Print Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
Date: 4-2-13
AST INVESTMENT SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Print Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
Date: 4-2-13
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Print Name: Xxxxx Xxxxxx
Title: CAO
Date: 04/05/2013
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
By: /s/ Xxxxxx X. X'Xxxxxxx
-----------------------------------
Print Name: Xxxxxx X. X'Xxxxxxx
Title: President
Date: April 5,2013
PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Print Name: Xxxxxx Xxxxxx
Title: President, PAD, Inc
Date: 4/5/2013
