EXHIBIT 99.1(a)(3)(d)(ii)(b)
AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT(the "Amendment") is
effective as of December 7, 1998, by and among PRUDENTIAL INSURANCE COMPANY OF
AMERICA (the "Company"), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM"),
and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS"). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
Agreement (defined below).
WHEREAS, the Company, ACIM and ACIS are parties to that certain Fund
Participation Agreement dated April 30, 1997 (the "Agreement") in connection
with the participation by the Funds in Contracts offered by the Company to its
clients; and
WHEREAS, since the date of the Agreement, the Funds have changed their
names; and
WHEREAS, the Company now desires to add an Account to those which offer
certain of the Funds and to update the names of the Funds; and
WHEREAS, since the date of the Agreement, ACIS has ceased being the
Distributor of the Funds; and
WHEREAS, the parties to this Amendment now desire to modify the Agreement
as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. CHANGE OF FUND NAMES. Exhibit A to the Agreement is hereby deleted in
its entirety and replaced with Exhibit A attached hereto.
2. ADDITION OF ACCOUNT. Exhibit B to the Agreement is hereby deleted in
its entirety and replaced with Exhibit B attached hereto.
3. ASSIGNMENT OF OBLIGATIONS. ACIS hereby assigns all of its rights and
obligations under the agreement to ACIM, and ACIM hereby accepts such
assignment. The company hereby consents to such assignment.
4. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a
conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment, the parties hereby
confirm and ratify the Agreement.
5. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
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6. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
a full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment NO. 1 as
of the date first above written.
PRUDENTIAL INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
OF AMERICA MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------- ------------------------------------
Name: Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxx
--------------------- -----------------------------------
Title: Vice President, Title: Executive Vice President
Product Management ----------------------------------
--------------------
AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
-----------------------------
Title: Executive Vice President
----------------------------
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EXHIBIT A
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ISSUER NAME OF THE FUND
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American Century Variable Portfolios, Inc. VP Balanced
VP Capital Appreciation
VP International
VP Value
--------------------------------------------------------------------------------
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EXHIBIT B
Separate Accounts
-----------------
Name of Separate Account and Contracts/Policies Funded
Date Established by Board of Directors By Separate Account
-------------------------------------- -------------------
Prudential Variable Contract Account GI-2 . Group Variable Universal Life Insurance
established June 24, 1988 Contract
The Prudential Variable Appreciable Account . Individual Flexible Premium Variable Life
established August 11, 1987 Policy
. Survivorship Variable Universal Life
Policy
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