AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT
Exhibit 8(c)(2)
Amendment No. 5 to Participation Agreement (Alliance)
AMENDMENT NO. 5
TO
Amendment No. 5 to the Participation Agreement (the “Agreement”), dated as of May 1, 2000, between TRANSAMERICA LIFE INSURANCE COMPANY (“Insurer”); AFSG SECURITIES CORPORATION (“Contracts Distributor”) (together Insurer and Contracts Distributor, the “Company”); ALLIANCE CAPITAL MANAGEMENT L.P. (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. (formerly, ALLIANCE FUND DISTRIBUTORS, INC.) (“Distributor”).
WHEREAS, the Insurer, Contracts Distributor, Adviser, and Distributor heretofore entered into a Participation Agreement dated May 1, 2000, with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company; and
WHEREAS, the Company, Contracts Distributor, Adviser, and Distributor desire to amend Schedule A to the Agreement in accordance with the terms of the Agreement.
The following is added under Section 4. Legal Compliance:
Section 4.7 Market Timing
Company represents and warrants that it has reviewed each Fund’s policy regarding frequent trading and market timing of shares and will use its best efforts to implement Fund’s procedures reasonably designed to prevent its contract owners from engaging in frequent trading and/or market timing of Participating Fund shares that would violate such policy. Company will cooperate with the Participating Funds to enforce the market timing policies disclosed in the Participating Fund’s prospectuses. As permitted by law, the Company agrees to cooperate fully with the Distributor for the purpose of preventing “market timing”, and will upon request furnish the Distributor such information as Distributor may consider necessary or desirable to review the possible existence and extent of “market timing” by any contract owner. The Company will take any and all such actions as the Distributor may reasonably request in order to terminate any pattern of trading that the Distributor considers to be “market timing”, including imposing limitations on a contract owner’s ability to purchase or exchange shares of the Fund.
WHEREAS, Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
AMENDED SCHEDULE A
SEPARATE ACCOUNTS, CONTRACTS AND PORTFOLIOS
| Name of Separate Account and Date Established by the Board of Directors |
SEC File Numbers of the Contracts Funded |
Portfolios | ||||
| Separate Account VA A February 17, 1997 |
33 Act File No. 333-26209 40 Act File No. 811-09172 (The Atlas Portfolio Builder Variable Annuity) |
• | AllianceBernstein Growth Portfolio | |||
|
• |
AllianceBernstein Premier Growth Portfolio | |||||
|
• |
AllianceBernstein Technology Portfolio | |||||
| Retirement Builder Variable Annuity Account March 29, 1996 |
33 Act File No. 333-07509 40 Act File No. 811-07689 (Portfolio Select Variable AnnuitySM) |
• | AllianceBernstein Premier Growth Portfolio | |||
|
• |
AllianceBernstein Technology Portfolio | |||||
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| Separate Account VA B January 19, 1990 |
33 Act File No. 033-33085 40 Act File No. 811-06032 |
• | AllianceBernstein Growth & Income Portfolio | |||
| (Transamerica Landmark Variable Annuity and Transamerica Landmark ML Variable Annuity) |
AllianceBernstein Premier Growth Portfolio | |||||
| 33 Act File No. 033-56908 40 Act File No. 811-06032 (Transamerica Freedom Variable Annuity) |
||||||
| Separate Account VA C February 20, 1997 |
33 Act File No. 333-83957 40 Act File No. 811-09503 (Transamerica EXTRA Variable Annuity) |
• |
AllianceBernstein Growth & Income Portfolio | |||
|
• |
AllianceBernstein Premier Growth Portfolio | |||||
| Separate Account VA D February 20, 1997 |
33 Act File No. 333-94489 40 Act File No. 811-09777 (Transamerica Access Variable Annuity) |
• |
AllianceBernstein Growth & Income Portfolio | |||
|
• |
AllianceBernstein Premier Growth Portfolio | |||||
| Separate Account VA K July 10, 2001 |
33 Act File No. 333-76230 40 Act File No. 811-10617 (Retirement Income Builder III Variable Annuity) |
• |
AllianceBernstein Premier Growth Portfolio | |||
|
• |
AllianceBernstein Technology Portfolio | |||||
| Separate Account VA R November 26, 2001 |
33 Act File No. 333-109580 40 Act file No. 811-21441 (Transamerica Principium Variable Annuity) |
• |
AllianceBernstein Premier Growth Portfolio | |||
|
• |
Alliance Xxxxxxxxx Growth and Income Portfolio | |||||
| Separate Account VA Q November 26, 2001 |
33 Act File No. 333-110049 40 Act File No. 811-21461 (Flexible Premium Variable Annuity –B) |
• |
AllianceBernstein Premier Growth Portfolio | |||
|
• |
AllianceBernstein Technology Portfolio | |||||
| May 15, 2001 |
33 Act File No. 333-125817 40 Act File No. 811-21776 (Flexible Premium Variable Annuity – I) |
• |
AllianceBernstein Growth and Income Portfolio – Class B | |||
|
• |
AllianceBernstein Large Cap Growth Portfolio – Class B | |||||
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Effective Date: September 1, 2005
| TRANSAMERICA LIFE INSURANCE COMPANY | ALLIANCE CAPITAL MANAGEMENT L.P. | |||||
| By: | Alliance Capital Management Corporation, its General Partner | |||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx |
By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | Name: | Xxxx X. Xxxxx | |||
| Title: | Assistant Secretary | Title: | Executive Vice President | |||
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| AFSG SECURITIES CORPORATION | ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. | |||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx |
By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Assistant Vice President and Assistant Secretary |
Title: | Senior Vice President | |||
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