Exhibit h(xi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT AMONG
HUNTINGTON VA FUNDS,
EDGEWOOD SERVICES, INC.,
HUNTINGTON ASSET ADVISORS, INC.
and
TRANSAMERICA LIFE INSURANCE COMPANY
Amendment No. 1 to the Participation Agreement ("Agreement") among
Huntington VA Funds (the "Trust"); Transamerica Life Insurance Company (the
"Company"); Edgewood Services, Inc. (the "Distributor"); and Huntington Asset
Advisors, Inc. (the "Advisor") dated December 1, 2003.
WHEREAS, the Company has registered or will register certain variable
annuity contracts (the "Contracts") and certain variable life insurance
policies (the "Policies") under the Securities Act of 1933; and
WHEREAS, Transamerica Financial Life Insurance Company ("TFLIC"), an
affiliate of the Company, has registered or will register certain variable
annuity contracts and/or variable life insurance policies (both the contracts
and policies, collectively, "Variable Insurance Products") under the
Securities Act of 1933;
WHEREAS, TFLIC has, by resolution of its Board of Directors, duly
organized and established the Separate Account VA QNY (the "Account") as a
segregated asset account to receive, set aside and invest assets attributable
to net premiums and payments received under the Variable Insurance Products
and such variable annuity contract and variable life insurance policy will be
partly funded by the Trust; and
WHEREAS, TFLIC has registered or will register the Account as a unit
investment trust under the Investment Company Act of 1940, as amended; and
WHEREAS, to the extent permitted by applicable insurance law and
regulation, TFLIC intends to purchase shares in one or more of the Funds of
the Trust to fund its Variable Insurance Products on behalf of the Account,
as specified in the amended and restated Schedule A; and
WHEREAS, TFLIC will perform the services listed in Schedule C with
respect to the Account and will be entitled to receive a fee from the Trust
and/or the Advisor for such services as specified in such amended and
restated Schedule C; and
WHEREAS, each of the current parties is desirous of adding Transamerica
Financial Life Insurance Company as a party to the Agreement, subject to the
same terms and conditions as is the Company under such Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED that TFLIC will become a party to
the Agreement and the defined term "Company" in the Agreement will refer
individually and collectively to Transamerica Life Insurance Company and
Transamerica Financial Life Insurance Company. It is also agreed that TFLIC,
through its Separate Account VA QNY, will purchase and redeem shares issued
by the Trust, subject to the terms and conditions of the Agreement. It is
also agreed that Schedules A and C to the Agreement are hereby amended and
restated to add the Separate Account VA QNY, to such Schedules A and C.
IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 1
to the Agreement to be executed in its name and on its behalf by its duly
authorized representative as of May 1, 2004.
HUNTINGTON VA FUNDS TRANSAMERICA LIFE INSURANCE COMPANY
By its authorized officer By its authorized officer
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
--------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Assistant Secretary
EDGEWOOD SERVICES, INC. TRANSAMERICA FINANCIAL LIFE
By its authorized officer INSURANCE COMPANY
By its authorized officer
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Title: President Name: Xxxx X. Xxxxxx
Title: Vice President
HUNTINGTON ASSET ADVISORS, INC.
By its authorized officer
By: /s/ B. R. Xxxxxxx
---------------------------
Name: B. R. Xxxxxxx
Title: President
AMENDMENT NO. 1 TO AND RESTATEMENT OF
SCHEDULE A
SEPARATE ACCOUNTS, ASSOCIATED CONTRACTS, AND FUNDS
Name of Separate Account and Name of Contract Funded by Separate
Date Established by the Board Account and Policy Form Numbers of Added
of Trustees Contracts Funded
Separate Account VA S Flexible Premium Variable Annuity - December 31,
November 26, 2001 D 2003
Transamerica Life Insurance Company
Form No. AV865 101 167 103
Separate Account VA Q Flexible Premium Variable Annuity - December 31,
November 26, 2001 B 2003
Transamerica Life Insurance Company
Form No. AV864 101 165 103
Separate Account VA QNY Flexible Premium Variable Annuity - May 1, 2004
August 13, 0000 X
Xxxxxxxxxxxx Financial Life
Insurance Company
Form No. AV1024 101 179 1003
Applicable Fund CUSIP Added
--------------- ----- -----
Huntington VA Income Equity 446771107 December 31,
Fund 0000
Xxxxxxxxxx XX Growth Fund 446771206 December 31,
0000
Xxxxxxxxxx XX Dividend Capture 446771305 December 31,
Fund 0000
Xxxxxxxxxx XX Mid Corp America 446771503 December 31,
Fund 0000
Xxxxxxxxxx XX New Economy Fund 446771602 December 31,
0000
Xxxxxxxxxx XX Rotating Markets 446771701 December 31,
Fund 0000
Xxxxxxxxxx XX Macro 100 Fund 446771875 May 1, 0000
Xxxxxxxxxx XX Mortgage 446771867 May 1, 2004
Securities Fund
Huntington VA International 446771800 May 1, 2004
Equity Fund
Huntington VA Situs Small Cap 446771883 May 1, 2004
Fund
IN WITNESS WHEREOF, each of the parties has caused this Schedule A to be
executed in its name and on its behalf by its duly authorized representative as
of December 1, 2003, and further amended and restated as of May 1, 2004.
TRANSAMERICA LIFE INSURANCE COMPANY EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each Separate Account
named in this Schedule A, as may be amended from time
to time.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx. Jr.
--------------------------------- ---------------------------------
Its: Assistant Secretary Its: President
HUNTINGTON VA FUNDS HUNTINGTON ASSET ADVISORS, INC.
on its behalf and on behalf of each Fund named in this
Schedule A, as may be amended from time to time:
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ B. R. Xxxxxxx
--------------------------------- ---------------------------
Its: Vice President Its: President
TRANSAMERICA FINANCIAL LIFE
INSURANCE COMPANY
On its behalf and on behalf of each Separate Account
named in this Schedule A, as may be amended from time
to time.
By: /s/ Xxxx X . Xxxxxx
Its: Vice President
AMENDMENT NO. 1 TO AND RESTATEMENT OF
SCHEDULE C
Services Provided by the Company
Pursuant to Article V of the Agreement, the Company shall perform all
administrative and shareholder services with respect to the Contracts and
plans, including but not limited to, the following:
1. Maintaining separate records for each Contract owner and each plan,
which shall reflect the Fund shares purchased and redeemed and Fund
share balances of such Contract owners and plans. The Company will
maintain accounts with each Fund on behalf of Contract owners and plans,
and such account shall be in the name of the Company (or its nominee) as
the record owner of shares owned by such Contract owners and plans.
2. Disbursing or crediting to contract owners and plans all proceeds of
redemptions of shares of the Funds and all dividends and other
distributions not reinvested in shares of the Funds.
3. Preparing and transmitting to Contract owners and plans, as required by
law, periodic statements showing the total number of shares owned as of
the statement closing date, purchases and redemptions of Fund shares
during the period covered by the statement and dividends and other
distributions paid during the statement period (whether paid in cash or
reinvested in Fund shares), and such other information as may be
required, from time to time, by Contract owners and plans.
4. Providing communication support services including providing information
about the Funds and answering questions concerning the Funds (including
questions respecting Contract owners' interests in one or more Funds).
5. Maintaining and preserving all records required by law to be maintained
and preserved in connection with providing the services for Contract
owners and plans.
6. Generating written confirmations and quarterly statements to Contract
owners and plan participants.
7. Distributing to Contract owners and plans, to the extent required by
applicable law, Funds' prospectuses, proxy materials, periodic fund
reports to shareholders, notices and other materials that the Funds are
required by law or otherwise to provide to their shareholders or
prospective shareholders.
8. Transmitting purchase and redemption orders to the Trust on behalf of
the Contract owners and plans.
9. Providing teleservicing support in connection with the Trust.
10. Facilitating the tabulation of Contract owners' votes in the event of a
meeting of Fund shareholders; providing information relating to the
Contract and share balances under such Contracts to the Trust as may be
reasonably requested.
11. Administering fund transfers, dollar cost averaging, asset allocation,
portfolio rebalancing, earnings sweep, and pre-authorized deposits and
withdrawals involving the Funds.
12. Providing other services as may be agreed upon from time to time.
In consideration for the Company providing these services, the Trust
and/or Advisor agree to pay the Company in an amount equal to the following
annual fee based on the average daily net assets of the Funds held by the
Account underlying the Contracts listed below, such amounts to be paid within
30 days of the end of each month.
For purposes of computing the payment to the Company, the Company shall
compute the average daily net assets of Shares held in the Accounts over a
monthly period by totaling such Accounts' aggregate investment (Share net
asset value multiplied by total number of Shares held by such Accounts) on
each Business Day during the calendar month, and dividing by the total number
of Business Days during such month. The payment to the Company shall be
calculated by the Company and communicated to the Trust and Advisor at the
end of each calendar month and will be paid to the Company within 30 days
thereafter.
------------------------------------------------------------------------------
Contract Annual Fee Added
------------------------------------------------------------------------------
Flexible Premium Variable Annuity - D 0.25% December 31, 2003
Transamerica Life Insurance Company
Form No. AV865 101 167 103
Flexible Premium Variable Annuity - B 0.25% December 31, 2003
Transamerica Life Insurance Company
Form No. AV864 101 165 103
Flexible Premium Variable Annuity - E 0.25% May 1, 2004
Transamerica Financial Life Insurance Company
Form No. AV1024 101 179 1003
IN WITNESS WHEREOF, each of the parties has caused this Schedule C to
be executed in its name and on its behalf by its duly authorized
representative as of December 1, 2003, and further amended and restated as of
May 1, 2004.
TRANSAMERICA LIFE INSURANCE COMPANY EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each Separate Account
named in this Schedule A, as may be amended from time
to time.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx. Jr.
--------------------------------- ---------------------------------
Its: Assistant Secretary Its: President
HUNTINGTON VA FUNDS HUNTINGTON ASSET ADVISORS, INC.
on its behalf and on behalf of each Fund named in this
Schedule A, as may be amended from time to time:
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ B. R. Xxxxxxx
--------------------------------- ---------------------------
Its: Vice President Its: President
TRANSAMERICA FINANCIAL LIFE
INSURANCE COMPANY
On its behalf and on behalf of each Separate Account
named in this Schedule A, as may be amended from time
to time.
By: /s/ Xxxx X . Xxxxxx
Its: Vice President
