AMENDMENT NO. 12
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of May 1, 1998, by and
among AIM Variable Insurance Funds, a Delaware trust ("AVIF"); A I M
Distributors, Inc., a Delaware corporation ("AIM"); Transamerica Life Insurance
Company (formerly, PFL Life Insurance Company), an Iowa life insurance company
("LIFE COMPANY") and AFSG SECURITIES CORPORATION, a Pennsylvania corporation
("UNDERWRITER"), is hereby amended as follows:
Section 2.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
2.3 APPLICABLE PRICE
(a) Share purchase payments and redemption orders that result from
purchase payments, premium payments, surrenders and other transactions
under Contracts (collectively, "Contract transactions") and that Prudential
receives prior to the close of regular trading on the New York Stock
Exchange (or such other time set by the Board for purposes of determining
the current net asset value of a Fund in accordance with Rule 22c-1 under
the 0000 Xxx) on a Business Day will be executed at the net asset values of
the appropriate Funds next computed after receipt by AVIF or its designated
agent of the orders. For purposes of this Section 2.3(a), Prudential shall
be the designated agent of AVIF for receipt of orders relating to Contract
transactions, , in accordance with Section 22(c) and Rule 22c-1 under the
1940 Act, on each Business Day and receipt by such designated agent shall
constitute receipt by AVIF; provided that AVIF receives notice of such
orders by 9:00 a.m. Central Time on the next following Business Day or such
later time as computed in accordance with Section 2.1(b) hereof. In
connection with this Section 2.3(a), Prudential represents and warrants
that it will not submit any order for Shares or engage in any practice, nor
will it allow or suffer any person acting on its behalf to submit any order
for Shares or engage in any practice, that would violate or cause a
violation of applicable law or regulation including, without limitation
Section 22 of the 1940 Act and the rules thereunder.
(b) All other Share purchases and redemptions by Prudential will be
effected at the net asset values of the appropriate Funds next computed
after receipt by AVIF or its designated agent of the order therefor, and
such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1 hereof,
pursuant to which the Board may reject a Share purchase order by or on
behalf of Prudential under the circumstances described therein, Prudential
and Underwriter agree to cooperate with the Fund and AIM to prevent any
person exercising, or purporting to exercise, rights or privileges under
one or more Contracts
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(including, but not limited to Contract owners, annuitants, insureds or
participants, as the case may be (collectively, "Participants")) from
engaging in any trading practices in any Fund that the Board or AIM
determines, in good faith and in their sole discretion, to be detrimental
or potentially detrimental to the other shareholders of the Fund, or to be
in contravention of any applicable law or regulation including, without
limitation, Section 22 of the 1940 Act and the rules thereunder. Such
cooperation may include, but shall not be limited to, identifying the
person or persons engaging in such trading practices, facilitating the
imposition of any applicable redemption fee on such person or persons,
limiting the telephonic or electronic trading privileges of such person or
persons, and taking such other remedial steps, all to the extent permitted
or required by applicable law.
Section 6.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
6.3 FUNDS TO REMAIN AVAILABLE
Notwithstanding any termination of this Agreement by Prudential, AVIF
will, at the option of Prudential, continue to make available additional
shares of the Fund pursuant to the terms and conditions of this Agreement,
for all Contracts in effect on the effective date of termination of this
Agreement (hereinafter referred to as "Existing Contracts"), unless AIM or
the Board determines that doing so would not serve the best interests of
the shareholders of the affected Funds or would be inconsistent with
applicable law or regulation. Specifically, without limitation, the owners
of the Existing Contracts will be permitted to reallocate investments in
the Fund (as in effect on such date), redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under
the Existing Contracts. The parties agree that this Section 6.3 will not
apply to any (i) terminations under Section 5 and the effect of such
terminations will be governed by Section 5 of this Agreement or (ii) any
rejected purchase and/or redemption order as described in Section 2.3(c)
hereof.
Section 22 is hereby added to the Agreement:
SECTION 22. FORCE MAJEURE
Each Party shall be excused from the performance of any of its
obligations to the other where such nonperformance is occasioned by any
event beyond its control which shall include, without limitation, any
applicable order, rule or regulation of any federal, state or local body,
agency or instrumentality with jurisdiction, work stoppage, accident,
natural disaster, war, acts of terrorism or civil disorder, provided that
the Party so excused shall use all reasonable efforts to minimize its
nonperformance and overcome, remedy, cure or remove such event as soon as
is reasonably practicable, and such performance shall be excused only for
so long as, in any given case, the force or circumstances making
performance impossible shall exist.
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Schedule A of the Agreement is hereby deleted in its entirety and replaced with
the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Core Equity Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund(1)
AIM V.I. High Yield Fund(1)
AIM V.I. International Growth Fund
AIM V.I. Large Cap Growth Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Premier Equity Fund
AIM V.I. Real Estate Fund(2)
AIM V.I. Small Cap Equity Fund
INVESCO VIF - Core Equity Fund
INVESCO VIF - Dynamics Fund
INVESCO VIF - Financial Services Fund
INVESCO VIF - Health Sciences Fund
INVESCO VIF - Leisure Fund
INVESCO VIF - Small Company Growth Fund
INVESCO VIF - Technology Fund(1)
INVESCO VIF - Total Return Fund
INVESCO VIF - Utilities Fund
(1) Effective April 30, 2004, AIM V.I. Growth Fund acquired the assets of
INVESCO VIF - Growth Fund; AIM V.I. High Yield Fund acquired the assets of
INVESCO VIF - High Yield Fund; and INVESCO VIF - Technology Fund acquired
the assets of AIM V.I. New Technology Fund and INVESCO VIF -
Telecommunications Fund.
(2) Formerly, INVESCO VIF - Real Estate Opportunities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
- Retirement Builder Variable Annuity Account
- Legacy Builder Variable Life Separate Account
- PFL Variable Life Account A
- Separate Account VA A
- PFL Corporate Account One (1940 Act Exclusion)
- Separate Account VA B
- Separate Account VA C
- Separate Account VA D
- Separate Account VA F
- Separate Account VA I
- Separate Account VA J
- Separate Account VA-K
- Separate Account VA L
- Separate Account VA P
- Retirement Builder Variable Annuity Account
- Separate Account VA Q
- Separate Account VA R
- Separate Account VA S
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CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796 under
marketing names: "Retirement Income Builder II Variable Annuity" and
"Portfolio Select Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. WL851 136 58 699 under
the marketing name "Legacy Builder Plus"
- Transamerica Life Insurance Company Policy Form No. APUL0600 699 under the
marketing name "Variable Protector"
- Transamerica Life Insurance Company Policy Form No. AV337 101 100397 under
the marketing name "The Atlas Portfolio Builder Variable Annuity" Advantage
V, Variable Universal Life Policy (1933 Act Exempt) - WL 712 136 84 798
(may vary by state)
- Transamerica Life Insurance Company Policy Form No. AV720 000 000 000 under
the marketing name "Transamerica Landmark Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV400 101 107 198 under
the marketing name "Transamerica Freedom Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV710 101 147 102 under
the marketing name "Transamerica EXTRA Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV474 101 122 1099
under the marketing name "Transamerica Access Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796 under
the marketing name "Premier Asset Builder Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796 under
the marketing name "Principal-Plus Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AVI 200 1 0100 under
the marketing name "Immediate Income Builder II"
- Transamerica Life Insurance Company policy Form No. AV721 101 149 1001
under the marketing name "Retirement Income Builder III Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV721 101 149 1001
under the marketing name "Transamerica Preferred Advantage Variable
Annuity"
- Transamerica Life Insurance Company Policy Form No. AV721 101 149 1001
under the marketing names: "Transamerica Opportunity Builder" and
Transamerica Traditions
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796 under
the marketing name Portfolio Select Variable Annuity
- Transamerica Life Insurance Company Policy Form No. AV864 101 165 103
- Transamerica Life Insurance Company Policy Form No. AV1025 101 178 903
- Transamerica Life Insurance Company Policy Form No. AV865 101 167 103 under
the marketing name "Huntington Allstar Select
- Transamerica Life Insurance Company Form No. EM VC1 TL703 under the
marketing name "Advantage X"
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All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2004
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
A I M DISTRIBUTORS, INC.
Attest: /s/ Xxx X. Xxxxxxxx By: /s/ Xxxx X. Needles
----------------------------- ------------------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxx X. Needles
Title: Assistant Secretary Title: President
TRANSAMERICA LIFE INSURANCE COMPANY
Attest: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title: Assistant Secretary
AFSG SECURITIES CORPORATION
Attest: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
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