AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment is dated _________, 2009 to the September 30, 1999 Fund
Participation Agreement, as amended, by and among First Defined Portfolio Fund,
LLC (the "Fund"), a Delaware limited liability company, and Prudential Annuities
Life Assurance Corporation (formerly known as American Skandia Life Assurance
Corporation) (the "Company"), a Connecticut stock life insurance company, on
behalf of itself and each separate account of the company (each separate account
referred to as the "Separate Account" and collectively as the "Separate
Accounts"); First Trust Advisors L.P., a limited partnership organized under the
laws of the State of Illinois and investment adviser to the Fund (the
"Adviser"); and First Trust Portfolios L.P. (formerly known as Nike Securities
L.P.) (the "Distributor"), a limited partnership organized under the laws of the
State of Illinois and principal underwriter/distributor of the Fund (the
"Agreement").
1. The list of portfolios of the Fund in which the Separate Account
may invest as set forth in Schedule B of the Agreement is hereby amended in its
entirety as follows:
"The Separate Account(s) shown on Schedule A may invest in the
following Portfolios of the Fund:
Target Managed VIP
The Dow Dart 10
Global Dividend Target 15
S&P Target 24
NASDAQ Target 15
First Trust Target Focus Four
Value Line Target 25
Dow Target Dividend"
2. A new Section 2.13 is hereby added to the Agreement:
"The Company represents and warrants that it has policies,
procedures and internal controls in place that are reasonably
designed to comply with all applicable anti-money laundering
laws and regulations, including applicable provisions of the
USA Patriot Act of 2001 and the regulations administered by
the U.S. Department of the Treasury's Office of Foreign Assets
Control."
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
First Defined Portfolio Fund, LLC, First Trust Advisors L.P.
a Delaware limited liability company
By___________________________________ By_____________________________
Its__________________________________ Its____________________________
Prudential Annuities Life Assurance First Trust Portfolios L.P.
Corporation, a Connecticut stock life
insurance company
By___________________________________ By_____________________________
Its__________________________________ Its____________________________
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