SIXTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
Exhibit 26(h)(xvi)
SIXTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
THIS SIXTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT is
made as of this 1st day of January, 2014 (the “Amendment”) by and between PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a life insurance company organized under the laws
of the State of New Jersey, PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, a life
insurance company organized under the laws of the State of New Jersey, PRUCO LIFE
INSURANCE COMPANY, a life insurance company organized under the laws of the State of
Arizona (individually or collectively, “Insurance Company”), each of DREYFUS VARIABLE
INVESTMENT FUND, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
DREYFUS STOCK INDEX FUND, INC. and DREYFUS INVESTMENT PORTFOLIOS (each
a “Fund”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Agreement (defined below).
RECITALS
WHEREAS, Insurance Company and each Fund are parties to that certain Fund
Participation Agreement dated April 11, 1997, as amended April 15, 2011, October 14, 2008,
August 15, 2006, September 1, 2000, and March 1, 2000, (the “Agreement”) in which Insurance
Company offers to the public certain variable annuity contracts and variable life insurance
contracts; and
WHEREAS, Insurance Company has established operational capabilities to utilize the
National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry and
Registration verification system (“Fund/SERV”); and
WHEREAS, the parties desire to process purchase and redemption orders through the
Fund/SERV system as described herein; and
WHEREAS, the parties now desire to further modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for
other good and valuable consideration, the parties hereto agree as follows:
1. | Notwithstanding any other provision to the contrary, including Sections 3.5. 3.6 and |
3.8 of Article III entitled “Fund Shares” to the extent that the parties intend to utilize
the Fund/Serv System, then the following provisions shall apply:
a. Transmission of Order Instructions.
i. | On each Business Day, Insurance Company shall aggregate all |
purchase orders and redemption orders (“Orders”) for each
Separate Account received by Insurance Company prior to the
close of trading on the New York Stock Exchange (“NYSE”),
which is generally 4:00 p.m. Eastern time (“Day 1”). Insurance
Company shall communicate to MBSC Securities Corporation, as
underwriter/distributor for the Participating Fund (“MBSC”)], by
Fund/SERV, the aggregate Orders for each Separate Account
received by 4:00 p.m. Eastern time on Day 1 by no later than the
NSCC's Defined Contribution Clearance & Settlement ("DCC&S")
Cycle 8 (generally 7:30 a.m. Eastern time) on the following
Business Day ("Day 2"). Each Participating Fund shall treat all
trade Orders communicated to MBSC, on behalf of such
Participating Fund in accordance with the foregoing as if received
prior to 4:00 p.m. Eastern time on Day 1. Insurance Company
represents that Orders it receives after 4:00 p.m. Eastern time
("Day 2") will be transmitted to MBSC, on behalf of the
Participating Fund using the following Business Day's net asset
value.
ii. | Insurance Company represents and warrants that (i) Insurance |
Company’s internal control structure over the processing and
transmission of Orders is suitably designed to help prevent and
detect on a timely basis Orders received by close of trading on the
NYSE on Day 1 (“Close of Trading”) from being aggregated with
Orders received after the Close of trading and to minimize errors
that could result in late transmission of Orders (“Internal Control
Procedures”); and (ii) Insurance Company will review annually the
adequacy of its Internal Control Procedures and will change and
modify them a necessary to maintain their adequacy.
b. | Settlement. Settlement of all Orders accepted by Participating Fund, or |
MBSC on its behalf, shall occur consistent with the requirements of the
DCC&S Fund/Serv system. Orders accepted by Participating Fund, or by
MBSC on its behalf but not transmitted via the DCC&S Fund/Serv system
shall be settled in accordance with the Agreement.
2. | 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.
3. | 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.
4. | 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 in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.
PRUDENTIAL INSURANCE COMPANY OF AMERICA Signed: /s/ ▇▇▇▇ ▇▇▇▇▇▇ _____________________ Name: _Greg Steffe ______________________ Title: Vice President Product Solutions Date: _4/1/14_____________________________ | PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY Signed: /s/Nils Gyllenhammer______________ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President Product Strategy Date: 3/27/14 |
PRUCO LIFE INSURANCE COMPANY Signed: /s/Nils Gyllenhammer______________ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President Product Strategy Date: 3/27/14 | THOSE DREYFUS FUNDS LISTED ABOVE AS PARTIES TO THE AGREEMENT Signed: /s/Braadley J. Skapyak_____________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Date: 3/18/14 |