ADDENDUM TO PARTICIPATION AGREEMENT
ADDENDUM TO PARTICIPATION AGREEMENT
The Participation Agreement made and entered into as of the 1st day of October 2010 by and among MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II, MFS FUND DISTRIBUTORS, INC., and TRANSAMERICA LIFE INSURANCE COMPANY, as amended to date (the “Participation Agreement”), is hereby amended as follows effective as of March 28th, 2015:
WHEREAS, the parties desire to add an open-end management investment company for which MFD serves as principal underwriter.
NOW, THEREFORE, in consideration of the above premises and mutual covenants set forth herein, the Company, the Trusts and MFD hereby agree as follows:
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1.
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MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust ("Trust III") is hereby added as a party and all references to "Trust(s)" now include, as the context may require, Trust III. Trust III hereby agrees to be bound by all terms and conditions set forth in the Agreement, as amended hereby.
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2.
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Article XIII, "Notices," is hereby restated in its entirety as follows:
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ARTICLE XII. NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier, email or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to Trusts:
MFS Variable Insurance Trust I, MFS Variable Insurance Trust II and MFS Variable Insurance Trust III
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
email: XXXXXXxxxxxXxx@XXX.xxx
Facsimile No.: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, Assistant Secretary
If to Company:
Transamerica Life Insurance Company
0000 Xxxxxxxx Xx XX
Xxxxx Xxxxxx, XX 00000
Attn: I&R General Counsel
If to MFD:
MFS Fund Distributors, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
email: XXXXXXxxxxxXxx@XXX.xxx
Attn: General Counsel
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3.
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The first sentence of Section 14.8 is hereby restated as follows:
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"A copy of Trust I’s and Trust II's Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts."
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4.
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Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto.
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Except as expressly amended hereby, the Participation Agreement shall continue in full force and effect and unamended.
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 Xxxxxxx
Vice President
MFS VARIABLE INSURANCE TRUST,
MFS VARIABLE INSURANCE TRUST II,
MFS VARIABLE INSURANCE TRUST III,
on behalf of the Portfolios
By its authorized officer and not individually,
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Assistant Secretary
MFS FUND DISTRIBUTORS, INC.
By its authorized officer,
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Effective March 28, 2015
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
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Name of Separate Account
and Date Established by
Board of Directors
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Policies Funded
by Separate Account
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PFL Corporate Account One
August 10, 1998
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Advantage V and VI
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Retirement Builder
Variable Annuity Account
March 29, 1996
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Huntington Allstar Select
Immediate Income Builder II
Portfolio Select Variable Annuity
Premier Asset Builder Variable Annuity
Privilege Select Variable Annuity
Retirement Income Builder II Variable Annuity
Retirement Income Builder IV
Transamerica Access Variable Annuity
Transamerica Preferred Advantage Variable Annuity
Transamerica PrincipiumSM Variable Annuity
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Separate Account VA B
January 19, 1990
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Transamerica LandmarkSM Variable Annuity
Transamerica FreedomSM Variable Annuity
Transamerica ExtraSM Variable Annuity
Transamerica AxiomSM Variable Annuity
Transamerica LibertySM Variable Annuity
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Separate Account VA-6
June 11, 1996
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Transamerica Classic® Variable Annuity
Transamerica Catalyst® Variable Annuity
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Separate Account VA-7
June 11, 1996
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Transamerica Bounty® Variable Annuity
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Separate Account VA-8
June 11, 1996
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Transmark Optimum Choice® Variable Annuity
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Separate Account VA-6
June 11, 1996
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Transamerica Classic® Variable Annuity
Transamerica Catalyst® Variable Annuity
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Separate Account VUL A
November 20, 1998
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Legacy Builder Plus
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Separate Account VUL-1
October 2, 2008
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Transamerica Tribute
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Separate Account VUL-2
October 2, 2008
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Transamerica Lineage
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Separate Account VUL-4
October 2, 2008
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TransSurvivor VUL
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Separate Account VUL-5
October 2, 2008
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TransUltra VUL
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Separate Account VUL-6
October 1, 2008
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TransAccumulator VUL
TransAccumulator VUL-2
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Transamerica Corporate
Separate Account Sixteen
June 16, 2003
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Advantage X
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Variable Life Account A
July 1, 1999
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Variable Protector
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The Separate Account(s) shown on SCHEDULE A may invest in the following Portfolios of the MFS Variable Insurance Trust, MFS Variable Insurance Trust II, and MFS Variable Insurance Trust III:
PORTFOLIOS SUBJECT TO THE PARTICIPATION AGREEMENT
Portfolios Available to Policies:
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VIT I
MFS Global Equity Series
MFS Growth Series
MFS Investors Trust Series
MFS Mid Cap Growth Series
MFS New Discovery Series
MFS Research Bond Series*
MFS Research Series
MFS Total Return Series
MFS Utilities Series
MFS Value Series
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VIT II
MFS Blended Research Core Equity Portfolio
MFS Bond Portfolio**
MFS Core Equity Portfolio
MFS Emerging Markets Equity Portfolio
MFS Global Governments Portfolio
MFS Global Growth Portfolio
MFS Global Research Portfolio
MFS Global Tactical Allocation Portfolio
MFS Government Securities Portfolio
MFS High Yield Portfolio
MFS International Growth Portfolio
MFS International Value Portfolio
MFS Massachusetts Investors Growth Stock Portfolio
MFS Money Market Portfolio
MFS Research International Portfolio
MFS Strategic Income Portfolio
MFS Technology Portfolio
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VIT III
MFS Blended Research Small Cap Equity Portfolio
MFS Conservative Allocation Portfolio
MFS Global Real Estate Portfolio
MFS Growth Allocation Portfolio
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MFS Inflation-Adjusted Bond Portfolio
MFS Limited Maturity Portfolio
MFS Mid Cap Value Portfolio
MFS Moderate Allocation Portfolio
MFS New Discovery Value Portfolio
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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 Amendment.
* MFS Research Bond Series will be renamed MFS Total Return Bond Series effective April 30th, 2015
** MFS Bond Portfolio will be renamed MFS Corporate Bond Portfolio effective April 30th, 2015
204687
[MFS letterhead}
MFS Fund Distributors, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
T x0 000 000 0000
Xx. Xxxxx Xxxxxxx
Transamerica Life Insurance Company
0000 Xxxxxxxx Xx XX
Xxxxx Xxxxxx, XX 00000
Re: MFS Variable Insurance Trust, MFS Variable Insurance Trust II and MFS Variable Insurance Trust III (the “Trusts”)
Dear Xxxxx:
Reference is hereby made to the Participation Agreement by and among the Trusts, Transamerica Life Insurance Company (the "Company"), and MFS Fund Distributors, Inc. ("MFD") dated October 1, 2010, as amended to date (the "Participation Agreement"). The purpose of this Letter Agreement is to confirm certain financial arrangements between MFD, the underwriter to the Trusts, and the Company in connection with the Company’s investment in the Trusts on behalf of certain separate accounts, as listed in Schedule A of the Participation Agreement.
With effect from March 28, 2015, MFD, in consideration of the Company's performance of the services described in Schedule A attached hereto, agrees to pay a fee to the Company on assets of the Trusts invested in the below funds attributable to variable life or variable annuity contracts (“Policies”) offered by the Company. Such fee shall be equal to 0.20% per annum on assets. The funds are:
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115
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MFS EMERGING MARKETS EQUITY PORTFOLIO
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00000X000
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116
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MFS INTERNATIONAL VALUE PORTFOLIO
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00000X000
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117
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MFS CORE EQUITY PORTFOLIO
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00000X000
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118
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MFS INTERNATIONAL GROWTH PORTFOLIO
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00000X000
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120
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MFS GROWTH SERIES
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00000X000
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122
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MFS RESEARCH SERIES
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00000X000
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123
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MFS INVESTORS TRUST SERIES
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00000X000
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124
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MFS TOTAL RETURN SERIES
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00000X000
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125
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MFS UTILITIES SERIES
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00000X000
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129
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MFS RESEARCH BOND SERIES*
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00000X000
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132
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MFS NEW DISCOVERY SERIES
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00000X000
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134
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MFS GLOBAL EQUITY SERIES
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00000X000
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136
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MFS VALUE SERIES
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00000X000
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139
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MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO
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00000X000
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1118
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MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO
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00000X000
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1120
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MFS GROWTH SERIES
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00000X000
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1122
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MFS RESEARCH SERIES
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00000X000
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1124
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MFS TOTAL RETURN SERIES
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00000X000
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1125
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MFS UTILITIES SERIES
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00000X000
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1129
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MFS RESEARCH BOND SERIES*
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00000X000
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1132
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MFS NEW DISCOVERY SERIES
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00000X000
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1135
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MFS MID CAP GROWTH SERIES
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00000X000
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1136
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MFS VIT VALUE SERIES
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00000X000
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* MFS Research Bond Series will be renamed MFS Total Return Bond Series effective April 30th, 2015
Such fee shall be paid quarterly (on a calendar year basis) in arrears. Such fee shall continue to be due and payable for so long as Company provides the services contemplated hereunder with respect to Policies under which amounts are allocated to the Trust, provided, however, that no such fee shall be due and owing for any period subsequent to the termination of the Participation Agreement and provided, further, that this Letter Agreement may be terminated by MFD upon 30 days advance written notice. Upon any such termination before the end of any calendar quarter, such fees will be prorated according to the proportion that the period bears to the full quarter and will be payable upon the date of termination.
This Letter Agreement shall supersede all prior agreements relating to its subject matter including, but not limited to, the letter agreement between the Company and MFD dated September 22, 2010.
Please confirm your understanding of this arrangement by having the enclosed duplicate copy of this Letter Agreement signed where indicated below by an appropriate officer of the Company and return this duplicate copy to me.
Very truly yours,
MFS FUND DISTRIBUTORS, INC.
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
Transamerica Life Insurance Company
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Vice President
204687
SCHEDULE A
The Company will use the fee described in the attached Letter Agreement to pay for the following services. MFD's payment under the Letter Agreement does not constitute payment in any manner for investment advisory services or for costs of distribution of Contracts or of shares of the Trusts, and these payments are not otherwise related to investment advisory or distribution service or expenses. The amount of expense payments made pursuant to this Letter Agreement will not be deemed to be conclusive with respect to actual expenses or savings.
Services:
Maintain Books and Records
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Record transfers (via net purchase orders)
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Reconcile and balance the separate account at the Trust level in the general ledger, at various banks and within systems' interface
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Communicate with the Trust
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Purchase Orders
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Determine the net amount available for investment by the Trust
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Deposit receipts at the Trust's custodian (generally by wire transfer)
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Notify the custodian of the estimated amount required to pay dividends or distributions
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Redemption Orders
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Determine the net amount required for redemptions by the Trust
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Notify the Custodian and Trust of cash required to meet payments
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Daily pricing
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Process Distributions from the Trust
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Process ordinary dividends and capital gains
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Reinvest the Trust's distributions
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Reports
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Periodic information reporting to the Trust and its Board
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Proxy Solicitations
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Assist with proxy solicitations, specifically with respect to soliciting voting instructions from Contract owners
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Trust-related Contractowner Services
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Financial representative's advice to Contract owners with respect to Trust inquiries (not including advice about performance or related to sales)
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Communicate information to Contract owners regarding Trust and subaccount performance
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