Amendment No. 3 to Participation Agreement (Federated)

Exhibit 8(f)(3)

Amendment No. 3 to Participation Agreement (Federated)

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AMENDMENT NO. 3 TO

FUND PARTICIPATION AGREEMENT

AMONG

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY,

FEDERATED INSURANCE SERIES

AND FEDERATED SECURITIES CORP.

This Amendment No. 3 is made this 1^st day of March, 2015, by and between Transamerica Financial Life Insurance Company (the “Insurer”), on its own behalf and on behalf of certain segregated asset accounts of the Insurer listed on Exhibit A to this Agreement (the “Separate Accounts”); Federated Insurance Series (the “Investment Company”); and Federated Securities Corp. (the “Distributor”).

WHEREAS, Insurer, Investment Company and Distributor are parties to that certain Fund Participation Agreement dated July 15, 2011, (the “Agreement”);

WHEREAS, Insurer, Investment Company and Distributor desire to amend the Agreement, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth, the parties hereby agree as follows:

1. Exhibit A is deleted in its entirety and replaced with the attached Exhibit A.

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Unless otherwise specified, all defined terms shall have the same meaning given to them in the Agreement.

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By:      /s/ Xxxx Xxxxxxx                             Name: Xxxx Xxxxxxx                                  Title:   Vice President                               Date:   6/4/2015		FEDERATED SECURITIES CORP. By:      /s/ Xxxxxx X. Xxxxxx                            Name: Xxxxxx X. Xxxxxx                                  Title:   President                                               Date:   6/8/15
FEDERATED INSURANCE SERIES By:      /s/ Xxxx X. McGongile               Name: Xxxx X. McGongile                     Title:   Executive Vice President             Date:   6/8/15

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Exhibit A

INSURER SEPARATE ACCOUNTS

Accounts		Policies/Contracts
TFLIC Separate Account C		Dimensional Variable Annuity Advisor’s Edge Variable Annuity
TFLIC Separate Account VNY		Advisor’s EdgeSM NY Variable Annuity
Separate Account VA-5NLNY		Distinct AssetsSM Variable Annuity
ML of New York Variable Annuity Separate Account A ML of New York Variable Annuity Separate Account B		Xxxxxxx Xxxxx Retirement Plus®
ML of New York Variable Annuity Separate Account A		Xxxxxxx Xxxxx Retirement Power® Xxxxxxx Xxxxx Retirement Optimizer® Xxxxxxx Xxxxx Investor Choice Annuity® (NY) (Investor Series)

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