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FORM N-4, ITEM 24(b)
8.46 Form of Participation Agreement among Prudential Investments LLC,
Prudential Investment Management Services LLC and Americaan United Life
Insurance Company(R
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PARTICIPATION
AGREEMENT
Among
PRUDENTIAL INVESTMENTS LLC, PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
and
AMERICAN UNITED LIFE INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 18 of December, 2009, by and
among Prudential Investments LLC, a New York limited liability company (the
"Fund Adviser"), Prudential Investment Management Services LLC, a Delaware
corporation (the "Distributor") and American United Life Insurance Company (the
"Company"), an Indiana corporation.
WHEREAS, selected JennisonDryden mutual funds (the "Fund") will act as the
investment vehicle for certain group variable annuity contracts (the "Variable
Insurance Products") in connection with their investment in shares of the Fund.
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act") and its
shares are registered under the Securities Act of 1933, as amended (the "1933
Act"); and
WHEREAS, the Company has established or will establish one or more accounts (the
"Accounts") to fund the Variable Insurance Products, which Accounts and Variable
Insurance Products are registered under the 1940 Act and the 1933 Act,
respectively; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company, on
the date shown for each Account on Schedule A hereto, to set aside and invest
assets attributable to the Variable Insurance Products; and
WHEREAS, the Distributor is registered as a broker dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and is a member in good standing of the Financial
Industry Regulatory Authority ("FINRA"); and
WHEREAS, the Fund Adviser is the registered investment adviser to the Fund; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares of the portfolios (the "Portfolios")
listed on Schedule B on behalf of each Account to fund the Variable Insurance
Products and the Distributor is authorized to sell such shares to the Accounts
at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
Adviser, and the Distributor agree as follows:
Orders for the purchase of shares of the Fund shall be executed at the then
current public offering price per share (i.e., the net asset value per share)
and all orders for redemption of any Fund shares shall be executed at the net
asset value per share less, redemption fee or similar charge or fee, if any.
Specifically, orders to purchase and redeem shares of the Fund received by the
Company prior to the close of trading on the New York Stock Exchange (the
"NYSE") (typically, 4:00 p.m. Eastern time) on any day that the NYSE is open for
business and the Company is open for business (Day I) will be transmitted via
the NSCC's Fund/SERV system for receipt by the Fund or the Transfer Agent for
the
Fund (the "Transfer Agent") no later than 7:00 a m EST for business (Day 2) If
any D I t d . ". stem Time on the next day that the Fund are open F d/SERV . .
ay ra es are not receIved by the Transfer Agent via the NSCC's Transfer Ag
s~st~m~Pflor tlo 7:00ha.m. Eastern Time on Day 2, such Day 1 trades shall be
received by the en Via lax no ater t an 10:30 a.m. Eastern Time on Day 2.
.. Orders to purchase and redeem shares of the Fund received by the Company after
the close of tradmg on the NYSE (typically, 4:00 p.m. Eastern Time) on Day I,
but prior to the close of trading on the NYSE on Day 2, will be transmitted via
the NSCC's Fund/SERV system for receipt by the Fund or the Transfer Agent no
later than 7:00 a.m. Eastern Time on the next day that the Fund is open for
business (Day 3). If any Day 2 trades are not received by the Transfer Agent via
the NSCC's Fund/SERV system prior to 7:00 a.m. Eastern Time on Day 3, such Day 2
trades shall be received by the Transfer Agent via fax no later than 10:30 a.m.
Eastern Time on Day 3.
Day 1 Trades will be executed at the then current public offering price per
share (i.e., the net asset value per share) and/or the net asset value per share
less redemption fee or similar charge or fee, if any, calculated as of the close
of business on Day 1. Day 2 Trades will be executed at the then current public
offering price per share and/or the net asset value per share less redemption
fee or similar charge or fee, if any, calculated as ofthe close of business on
Day 2.
The Company shall use its best efforts to ensure that all purchases and
redemptions conform to the terms and conditions of this Agreement and the
current prospectus for the Fund. Upon reasonable request ofthe Fund or te
Transfer Agent, the Company shall investigate any purchase or redemption of
shares of the Fund, certl~ to the Fund and the Transfer Agent that such purchase
or redemption conforms, to the best of Its knowledge, with the terms and
conditions of this Agreement and the then current prospectus, and provide
documentation in support thereof. In addition, the Company shall, no less than
annually, beginning on the date hereof, make the certification to the Fund.
Upon reasonable request of the Fund or the Transfer Agent, the Company shall
provide copies of records of any purchase or redemption of the Fund's shares
which disclose information adequate to demonstrate conformity with the terms and
conditions of this Agreement and the then current prospectus.
The Company hereby represents to the Fund that it has adopted policies and
procedures which include, but are not limited to, electronic and/or physical
time-stamping of orders in a manner that cannot be altered or discarded once the
order is entered into the Company's trading system. The Company has adopted
policies and procedures designed to provide reasonable assurance that orders.
submitted ~or . processing for a given day include only those orders received
before the close oftradmg as descnbed m this Agreement.
This Agreement shall be governed by New Jersey law without regard to any law
concerning conflicts of law.
(continued next page)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers as of the day and year first above written.
AMERICAN UNITED LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: AVP
Date: 1/4/2010
PRUDENTIAL INVESTMENTS LLC
By:/s/ Xxxx Xxxx
Name:Xxxx Xxxx
Title:President
Date:01/08/2010
PRUDENTIAL MANAGEMENT SERVICES LLC
By: /s/ Xxxxx Bolarnd
Title: SUP
/ate: 01/07/10
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account
AUL American Unit Trust (8/17/89)
Group Retirement Annuity Separate Account I for Qualified 40 I Contracts
(8/17/89)
Group Retirement Annuity Separate Account II for Qualified 40 I Contracts
(8/17/89)
Group Retirement Annuity Separate Account III for Qualified 40 I Contracts (3/3
1/00)
SCHEDULE B
PORTFOLIOS
The following Portfolios of the Funds shall be made available as investments
underlying the Variable Insurance Products:
Xxxxxx Financial Services Xxxxxxxx Health Services Xxxxxxxx Mid Cap Growth
Xxxxxxxx Natural Resources
