EXHIBIT (8)(o)(9) AMENDMENT No. 10 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT (FRANKLIN)
EXHIBIT (8)(o)(9)
AMENDMENT No. 10 TO AMENDED AND RESTATED PARTICIPATION
AGREEMENT (FRANKLIN)
Amendment No. 10 to
Amended and Restated Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Transamerica Life Insurance Company
Transamerica Capital, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (The “Trust”), Franklin/Xxxxxxxxx Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Life Insurance Company (the “Company”) or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated May 1, 2007, and subsequently amended July 30, 2007, January 10, 2008, November 1, 2008, October 1, 2010, October 31, 2011, March 1, 2012, January 15, 2013, May 1, 2013 and September 1, 2013, (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
| 1. | Schedules A, C and G of the Agreement are hereby deleted in their entirety and replaced with the Schedules A, C and G attached hereto, respectively. |
| 2. | All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of May 1, 2014.
| The Trust: | FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST | |||||
| Only on behalf of each Portfolio listed on Schedule C of |
||||||
| the Agreement. |
By: | /s/ Xxxxx X. Xxxxxxxx | ||||
| Name: | Xxxxx X. Xxxxxxxx | |||||
| Title: | Vice President | |||||
| The Underwriter: | FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC. | |||||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
| The Company: | TRANSAMERICA LIFE INSURANCE COMPANY | |||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Name: | Xxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
| The Distributor: | TRANSAMERICA CAPITAL, INC. | |||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Assistant Vice President | |||||
2
Schedule A
The Company and its Distributor
THE COMPANY
Transamerica Life Insurance Company
0000 Xxxxxxxx Xx XX
Xxxxx Xxxxxx, XX 00000
A life insurance company organized under the laws of the State of Iowa.
The DISTRIBUTOR
Transamerica Capital, Inc.
0000 X. Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
A corporation organized under the laws of the State of California.
3
Schedule C
Available Portfolios and Classes of Shares of the Trust
| 1. | Franklin Founding Funds Allocation VIP Fund – Class 4 |
| 2. | Franklin Growth and Income VIP Fund – Class 1 and 2 |
| 3. | Franklin Income VIP Fund – Class 1 and 2 |
| 4. | Franklin Mutual Shares VIP Fund – Class 1 and 2 |
| 5. | Franklin Rising Dividends VIP Fund – Class 1 and 2 |
| 6. | Franklin Small Cap Value VIP Fund – Class 1 and 2 |
| 7. | Franklin Small-Midcap Growth VIP Fund – Class 1 and 2 |
| 8. | Xxxxxxxxx Developing Markets VIP Fund – Class 1 and 2 |
| 9. | Xxxxxxxxx Foreign VIP Fund – Class 1 and 2 |
| 10. | Xxxxxxxxx Global Bond VIP Fund – Class 1 and 2 |
In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:
| (1) | the General Counsel of Franklin Xxxxxxxxx Investments receives from a person authorized by you a written notice in the form attached (which may be in electronic format) (“Notice”) identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and |
| (2) | we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts. |
Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement.
4
Schedule G
Addresses for Notices
| To the Company: | Transamerica Life Insurance Company | |
| 0000 Xxxxxxxx Xx XX | ||
| Xxxxx Xxxxxx, XX 00000 | ||
| Attention: IS&R General Counsel | ||
| To the Distributor: | Transamerica Capital, Inc. | |
| 0000 X. Xxxxxxxx Xxxxxx | ||
| Xxxxx 0000 | ||
| Xxxxxx, XX 00000 | ||
| Attention: General Counsel | ||
| To the Trust: | Franklin Xxxxxxxxx Variable Insurance Products Trust | |
| Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx | ||
| Xxx Xxxxx, Xxxxxxxxxx 00000 | ||
| Attention: Xxxxx X. Xxxxxxxx, Vice President | ||
| To the Underwriter: | Franklin/Xxxxxxxxx Distributors, Inc. | |
| 000 Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx | ||
| Xx. Xxxxxxxxxx, XX 00000 | ||
| Attention: Xxxxx Xxxxx, President | ||
| If to the Trust or Underwriter with a copy to: |
Franklin Xxxxxxxxx Xxxxxxxxxxx | |
| Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx | ||
| Xxx Xxxxx, Xxxxxxxxxx 00000 | ||
| Attention: General Counsel | ||
5
