AMENDMENT 1 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST MFS VARIABLE INSURANCE TRUST II TRANSAMERICA LIFE INSURANCE COMPANY AND MFS FUND DISTRIBUTORS, INC.
AMENDMENT 1
TO THE
AMENDED AND RESTATED
AMONG
MFS VARIABLE INSURANCE TRUST
MFS VARIABLE INSURANCE TRUST II
TRANSAMERICA LIFE INSURANCE COMPANY
AND
MFS FUND DISTRIBUTORS, INC.
Amendment 1 to the Amended and Restated Participation Agreement, dated as of October, 1, 2010 by and among MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II, MFS FUND DISTRIBUTORS, INC., and TRANSAMERICA LIFE INSURANCE COMPANY (the “Agreement”). All defined terms in the Agreement are applicable to this Amendment.
WHEREAS, the Trust and the Company agree to distribute the prospectuses of the Portfolios within the Series pursuant to Rule 498 under the Securities Act of 1933 (“Rule 498”); and
WHEREAS, the parties desire to set out the roles and responsibilities for complying with Rule 498 and other applicable laws.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Agreement is hereby amended as follows:
1. A new Article XV. is hereby added to the Agreement as follows:
Article XV. Summary Prospectus
Should the Trusts and the Company desire to distribute the prospectuses of the funds within the Trusts pursuant to Rule 498 of the Securities Act of 1933, as amended, (“Rule 498”), the roles and responsibilities of the Parties to the Agreement (the “Parties”), for complying with Rule 498 and other applicable laws, are set forth as follows:
15.1. For purposes of this Amendment, the terms Summary Prospectus and Statutory Prospectus shall have the same meaning as set forth in Rule 498.
15.2. The Trust represents and warrants that the Summary Prospectuses and the Web site hosting of such Summary Prospectuses and such other Trust/Portfolio documents required under Rule 498(e)(1) will comply in all material respects with the requirements of Rule 498(b), (e)(1), (e)(2), (e)(3) and (f)(4) applicable to the Trust and its Portfolios. The Trust further represents and warrants that it has reasonable procedures in
place to ensure that documents required under Rule 498(e)(1) are available in the manner required by paragraphs (e)(1), (e)(2) and (e)(3) of Rule 498. The Trust shall promptly notify the Company in the event of its non-compliance with Rule 498, including but not limited to, any extended interruption in the availability of the Trust/Portfolio documents on the Trust's website.
15.3. The Trust and the Underwriter represent and warrant that they will be responsible for compliance with the provisions of Rule 498(f)(1) involving contract owner requests for additional Trust/Portfolio documents made directly to the Trust, the Underwriter or one of their affiliates at the phone number specified on the Summary Prospectus or the email address provided on the Web site where the required documents are located.
15.4. The Company represents and warrants that it will be responsible for compliance with the provisions of Rule 498(f)(1) involving contract owner requests for additional fund documents made directly to the Company or one of its affiliates.
15.5. The Company will be responsible for ensuring compliance with the conditions set out in Rule 498 (c) and (d) (other than conditions (3) and (4)) of either such paragraph and with Rule 498(f)(2).
15.6. At the Company's request, the Underwriter and the Trust will provide URLs to the Company for use with Company’s electronic delivery of Portfolio documents or on the Company’s website. The Company will be solely responsible for the maintenance of such Web links.
15.7. The parties agree that all other provisions of the Participation Agreement, including the Indemnification provisions, will apply to the terms of this Amendment as applicable.
15.8. If the Trusts determine that they will end their use of the Summary Prospectus delivery option, the Trusts and Distributor will provide the Company with at least 90 days’ advance notice of its intent.
15.9. The parties agree that the Company is not required to distribute Summary Prospectuses to its contract owners, but rather use of the Summary Prospectus will be at the discretion of the Company. The Company agrees that it will give the Underwriter and the Trust sufficient notice of its intended use of the Summary Prospectuses or the Statutory Prospectus.
2. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A.
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Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified above.
TRANSAMERICA LIFE INSURANCE COMPANY
By its authorized officer,
By: /s/ Xxxx Xxxxxxx
Xxxx Mallett__
Vice President
Date: 3-21-13___________________________
MFS VARIABLE INSURANCE TRUST, on behalf of the Portfolios
By its authorized officer and not individually,
By: /s/ Xxxxx X. Newton__________________
Xxxxx X. Xxxxxx
Assistant Secretary
Date: 3/25/2013_________________________
MFS VARIABLE INSURANCE TRUST II, on behalf of the Portfolios
By its authorized officer and not individually,
By: /s/ Xxxxx X. Newton___________________
Xxxxx X. Xxxxxx
Assistant Secretary
Date: 3/25/2013_________________________
MFS FUND DISTRIBUTORS, INC.
By its authorized officer,
By: /s/ Xxxxx X. Jessee___________________
Xxxxx X. Xxxxx
President
Date: 3/26/2013__________________________
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SCHEDULE A
Revised May 1, 2013
ACCOUNTS, POLICIES, AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
And any other Portfolios or series of shares of the Trusts that are available and open to new investors on or after the effective date of this Agreement.
Name of Separate Account
and Date Established by
Board of Directors
|
Policies Funded
by Separate Account
|
Share Class
(Initial or
Service Class)
|
Trust
|
Portfolios
Applicable to Policies
|
Retirement Builder
Variable Annuity Account
March 29, 1996
|
Retirement Income Builder II Variable Annuity and Portfolio Select Variable Annuity
|
Initial
and
Service
|
VIT I
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Research Series
MFS® Total Return Series
MFS® Utilities Series
|
Separate Account VUL A
November 20, 1998
|
Legacy Builder Plus
|
Initial
|
VIT I
VIT I
VIT I
VIT I
|
MFS Growth Series
MFS Research Series
MFS Total Return Series
MFS Utilities Series
|
Separate Account VA B
January 19, 1990
|
Transamerica LandmarkSM
Variable Annuity and
Transamerica FreedomSM
Variable Annuity
Transamerica ExtraSM Variable Annuity
Transamerica AxiomSM Variable Annuity
Transamerica Liberty SM Variable Annuity
|
Service
|
VIT I
VIT I
|
MFS Total Return Series
MFS New Discovery Series
|
Separate Account VA D
February 20, 1997
|
Transamerica Access
Variable Annuity
|
Service
|
VIT I
VIT I
|
MFS® Total Return Series
MFS® New Discovery Series
|
Separate Account VA E
February 20, 1997
|
Privilege Select Variable Annuity
|
Initial
|
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
|
MFS® Research Bond Series
MFS® Core Equity Series
MFS® Growth Series
MFS® Investors Growth Stock Series
MFS® New Discovery Series
MFS® Research Series
MFS® Utilities Series
|
Separate Account VA F
May 15, 2000
|
Premier Asset Builder
Variable Annuity
|
Service
|
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Investors Growth Stock Series
MFS® Utilities Series
|
Separate Account VA J
May 15, 2000
|
Immediate Income Builder II
|
Service
|
VIT I
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Research Series
MFS® Total Return Series
MFS® Utilities Series
|
Separate Account VA K
July 10, 2001
|
Retirement Income Builder - BAI
Variable Annuity under the
marketing name
“Retirement Income Builder IV”
|
Service
|
VIT I
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Research Series
MFS® Total Return Series
MFS® Utilities Series
|
Separate Account VA L
July 10, 2001
|
Transamerica Preferred
Advantage Variable Annuity
|
Service
|
VIT I
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® New Discovery Series
MFS® Research Series
MFS® Utilities Series
|
Separate Account VUL-2
October 2, 2008
|
Transamerica Lineage
|
Initial
|
VIT I
VIT I
VIT I
|
MFS VIT Growth Series
MFS VIT Research Series
MFS VIT Investor Trust Series
|
Separate Account VUL-4
October 2, 2008
|
TransSurvivor VUL
|
Initial
|
VIT I
VIT I
VIT I
|
MFS VIT Growth Series
MFS VIT Research Series
MFS VIT Investor Trust Series
|
Separate Account VUL-5
October 2, 2008
|
TransUltra VUL
|
Initial
|
VIT I
VIT I
VIT I
|
MFS VIT Growth Series
MFS VIT Research Series
MFS VIT Investor Trust Series
|
Separate Account VUL-6
October 1, 2008
|
TransAccumulator VUL
TransAccumulator VUL-2
|
Initial
|
VIT I
VIT I
VIT I
|
MFS VIT Growth Series
MFS VIT Research Series
MFS VIT Investor Trust Series
|
Variable Life Account A
July 1, 1999
|
Variable Protector
|
Service
|
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
|
MFS New Discovery Series
MFS Total Return Series
MFS Utilities Series
MFS Mid Cap Growth Series
MFS Investors Growth Stock Series
MFS Value Series
|
PFL Corporate Account One
August 10, 1998
|
Advantage V
|
Initial and Service
|
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT I
VIT II
VIT II
VIT II
VIT II
VIT II
VIT II
VIT II
VIT II
VIT II
VIT II
VIT II
|
MFS Research Bond Series
MFS Core Equity Series (formerly MFS Capital Opportunities Series)
MFS Growth Series
MFS Investors Growth Stock Series
MFS New Discovery Series
MFS Research Series
MFS Utilities Series
MFS Investors Trust Series
MFS Mid Cap Growth Series
MFS Total Return Series
MFS High Income Series
MFS Strategic Income Series
MFS Global Equity Series
MFS Value Series
MFS Research International Series
MFS Blended Research Core Equity Portfolio
MFS Blended Research Growth Portfolio
MFS Blended Research Value Portfolio
MFS Emerging Markets Equity Portfolio
MFS Global Growth Portfolio
MFS Global Research Portfolio
MFS Global Tactical Allocation Portfolio
MFS International Growth Portfolio
MFS International Value Portfolio
MFS Research International Portfolio
MFS Technology Portfolio
|
June 16, 2003
|
Advantage X
|
Initial
|
VIT II
VIT II
|
MFS International Growth Portfolio
MFS International Value Portfolio
|
Separate Account VA R
November 26, 2001
|
Transamerica Principium
|
Service
|
VIT I
VIT I
|
MFS® New Discovery Series
MFS® Total Return Series
|
Separate Account VA S
November 26, 2001
|
Huntington Allstar Select
|
Service
|
VIT I
VIT I
VIT I
|
MFS® Research Bond Series
MFS® Investors Growth Stock
Series
MFS® Total Return Series
|
Separate Account VA-6
June 11, 1996
|
Transamerica Classic® Variable Annuity and
Transamerica Catalyst® Variable Annuity
|
Initial
|
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Investors Trust Series
MFS® Research Series
|
Separate Account VA-7
June 11, 1996
|
Transamerica Bounty® Variable Annuity
|
Initial
|
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Investors Trust Series
MFS® Research Series
|
Separate Account VA-8
June 11, 1996
|
Transmark Optimum Choice® Variable Annuity
|
Initial
|
VIT I
VIT I
VIT I
|
MFS® Growth Series
MFS® Investors Trust Series
MFS® Research Series
|
Separate Account VUL-1
October 2, 2008
|
Transamerica Tribute
|
Initial
|
VIT I
VIT I
VIT I
|
MFS VIT Growth Series
MFS VIT Research Series
MFS VIT Investors Trust Series
|
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