AMENDMENT TO
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of May 1, 2002, by
and among AIM Variable Insurance Funds, a Delaware trust ("AVIF"), Transamerica
Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.)
("LIFE COMPANY") and AFSG Securities Corporation, is hereby amended as follows:
The following is added under: "SECTION 2 PROCESSING AND TRANSACTIONS"
before SECTION 2.1(A):
"Notwithstanding the provisions of paragraph (b) of this Section
2.1, the Parties agree to communicate, process and settle purchase and
redemption transactions for Shares (collectively, "Share
transactions") via the Fund/SERV and Networking systems of the
National Securities Clearing Corporation (hereinafter, "NSCC"). LIFE
COMPANY and AVIF each represents and warrants that it: (a) has entered
into an agreement with NSCC, (b) has met and will continue to meet all
of the requirements to participate in Fund/SERV and Networking, and
(c) intends to remain at all times in compliance with the then current
rules and procedures of NSCC, all to the extent necessary or
appropriate to facilitate such communications, processing, and
settlement of Share transactions. AVIF agrees to provide LIFE COMPANY
with account positions and activity data relating to Share
transactions via Networking. LIFE COMPANY shall place trades with NSCC
using Defined Contribution Clearance & Settlement (hereinafter,
"DCC&S") indicators, no later than 8:00 a.m. Central Time, and LIFE
COMPANY shall pay for Shares by the scheduled close of federal funds
transmissions on the same Business Day on which it places an order to
purchase Shares in accordance with this section. Payment shall be in
federal funds transmitted by wire from the designated NSCC Settling
Bank (on behalf of LIFE COMPANY).
For purposes of this Agreement, "Fund/SERV" shall mean NSCC's
system for automated, centralized processing of mutual fund purchase
and redemption orders, settlement, and account registration;
"Networking" shall mean NSCC's (Level Zero) system that allows mutual
funds and life insurance companies to exchange account level
information electronically; "DCC&S" shall refer to an NSCC program
that facilitates the automated processing and reporting of defined
contribution transactions among asset managers, plan trustees, and
plan administrators, including third-party administrators; and
"Settling Bank" shall mean the entity appointed by AVIF to perform
such settlement services on behalf of AVIF, which agrees to abide by
NSCC's then current rules and procedures insofar as they relate to
same day funds settlement. In all cases, processing and settlement of
Share transactions shall be done in a manner consistent with
applicable law.
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In the event that any Party is prohibited from communicating,
processing or settling Share transactions via Fund/SERV or Networking,
such Party shall notify the other Parties by 9:00 a.m. Central Time.
After all Parties have been notified, the provisions of paragraphs (b)
and (c) of this Section 2.1 shall apply."
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.
Effective Date: July 12, 2006
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
A I M DISTRIBUTORS, INC.
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxx X. Needles
----------------------------- ------------------------------------
Name: P. Xxxxxxxx Xxxxx Name: Xxxx X. Needles
Title: Assistant Secretary Title: President
TRANSAMERICA FINANCIAL LIFE
INSURANCE COMPANY (FORMERLY, AUSA LIFE
INSURANCE COMPANY, INC.)
BY ITS AUTHORIZED OFFICER,
Attest: /s/ Xxxxxxxx X. Mullorkey By: /s/ Xxxxxxxxx X. Xxxxxxx
----------------------------- ------------------------------------
Name: /s/ Xxxxxxxx X. Mullorkey Name: Xxxxxxxxx X. Xxxxxxx
Title: Paralegal Title: Asst. Vice President & Asst. Sec.
AFSG SECURITIES CORPORATION
Attest: /s/ Xxxxxxxx X. Mullorkey By: /s/ Xxxxxxxxx X. Xxxxxxx
----------------------------- ------------------------------------
Name: /s/ Xxxxxxxx X. Mullorkey Name: Xxxxxxxxx X. Xxxxxxx
Title: Paralegal Title: Asst. Vice President & Asst. Sec.
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