AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
AMENDED AND RESTATED
THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT (the “Agreement”) made and effective as of the 1st day of March, 2013 (the “Effective Date”), by and between TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and TRANSAMERICA LIFE INSURANCE COMPANY (“TLIC”), an Iowa corporation.
WHEREAS, the Board of Directors of TLIC has made, and will make in the future, provisions for the establishment of one or more separate investment accounts (“Accounts”) within TLIC in accordance with the laws of the State of Iowa;
WHEREAS, the Accounts were established or acquired by TLIC under the laws of the State of Iowa, pursuant to a resolution of TLIC’s Board of Directors in order to set aside the investment assets attributable to certain variable life insurance and annuity contracts (“Contracts”) issued by TLIC;
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Financial Industry Regulatory Authority (“FINRA”) prior to the offer and sale of the Contracts; and
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Insurance Company” and funds may be remitted by wire if prior written approval is obtained from TLIC.
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FINRA and licensed and appointed by TLIC for the sale of Contracts under the insurance laws of the applicable states or jurisdictions in which such Contracts may be lawfully sold. All applications for Contracts solicited by such broker-dealers through their representatives, together with any other required documentation and premiums, purchase payments and other moneys, shall be handled as set forth in paragraph 3 above.
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insurance commissioner and/or all other regulatory bodies having jurisdiction. TLIC shall be responsible for sending on behalf of and as agent for TCI all required confirmations on customer transactions in compliance with applicable regulations, as modified by an exemption or other relief obtained by TLIC. TCI shall cause TLIC to be furnished with such reports as TLIC may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the insurance laws of the State of Iowa and any other applicable states or jurisdictions. TLIC agrees that its records relating to the sale of Contracts shall be subject to such reasonable periodic, special or other audit or examination by TCI, the SEC, FINRA, and any state insurance commissioner and/or all other regulatory bodies having jurisdiction.
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Act, Public Law 106-102, as amended (“GLBA”), the Fair and Accurate Credit Transactions Act of 2003 (Pub. L. 108-159), the Standards for the Protection of Personal Information of Residents of the Commonwealth of Massachusetts (201 CMR 17), and the Health Insurance Portability and Accountability Act of 1996, 45 CFR Parts 160, 162, 164, as amended (“HIPAA”). As used herein, the term “Customer Information” shall mean any non-public personal information about customers or consumers as defined in GLBA and protected health information as defined in HIPAA.
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(a) TCI will be notified promptly of any customer complaint or notice of any regulatory inspection, inquiry investigation or proceeding or judicial proceeding received by TLIC with respect to TCI or any representative or which may affect TLIC’s issuance of any Contracts marketed under this Agreement; and
(b) TCI will promptly notify TLIC of any customer complaint or notice of any regulatory inspection, inquiry, investigation or judicial proceeding received by TCI or any representative with respect to TLIC or its affiliates in connection with any Contracts distributed under this Agreement.
In the case of a customer complaint, TCI and TLIC will cooperate in investigating such complaint and shall arrive at a mutually satisfactory response.
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(a)
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This Agreement is effective as of the Effective Date and shall continue to remain in effect from year to year unless terminated in accordance with this Section 15, provided that its continuance is specifically approved at least annually by a majority of the members of the Board of Directors of TLIC.
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(b) This Agreement may be terminated by either party hereto upon 60 days’ prior written notice to the other party.
(c)
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This Agreement may be terminated upon written notice of one party to the other party hereto in the event of bankruptcy or insolvency of such party to which notice is given.
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(d)
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This Agreement may be terminated at any time upon the mutual written consent of the parties hereto. Notification of termination will be given to the Commissioner of the Iowa Department of Insurance.
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(e)
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TCI shall not assign or delegate its responsibilities under this Agreement without the written consent of TLIC and without approval from the Commissioner of the Iowa Department of Insurance.
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(f)
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Upon termination of this Agreement, all authorizations, rights and obligations shall cease except the obligations to settle accounts hereunder, including payments or premiums or contributions subsequently received for Contracts in effect at the time of termination or issued pursuant to applications received by TLIC prior to termination.
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regulations, and rulings thereunder and of the FINRA, from time to time in effect, including such exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be interpreted and construed in accordance therewith.
TCI shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Accounts, present or future; and will provide any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations.
18. Choice of Law. This Agreement shall be construed, enforced and governed by the laws of the State of Iowa.
19. No Assignment. Neither party may assign its interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, or without approval from the Commissioner of the Iowa Department of Insurance.
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TRANSAMERICA CAPITAL, INC.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chief Executive Officer
TRANSAMERICA LIFE INSURANCE COMPANY
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Senior Vice President
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