Exhibit 27(h)vib
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of this ____ day of ________, 2002, by and among TRANSAMERICA
LIFE INSURANCE COMPANY (formerly, PFL LIFE INSURANCE COMPANY) (the "Company"),
on its own behalf and on behalf of each separate account of the Company
identified in the Participation Agreement (as defined below), THE UNIVERSAL
INSTITUTIONAL FUNDS, INC. (the "Fund") and XXXXXX XXXXXXX INVESTMENT MANAGEMENT
INC. (formerly, XXXXXX XXXXXXX XXXX XXXXXX INVESTMENT MANAGEMENT INC.) (the
"Adviser").
WHEREAS, the Company, the Fund, the Adviser and Xxxxxx Xxxxxxx
Investments LP (formerly, Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI") have entered
into a Participation Agreement dated as of October 9, 2000, as such agreement
may be amended from time to time (the "Participation Agreement"); and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the
rights and obligations of MSI under the Participation Agreement and the Adviser
accepted assignment of such rights and assumed corresponding obligations from
MSI on such terms; and
WHEREAS, the Company, the Fund and the Adviser wish to amend the
Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund and the Adviser agree to amend the
Participation Agreement as follows:
1. Schedule B of the Participation Agreement is deleted and
replaced in its entirety with the attached Schedule B.
2. Except as provided herein, the Participation Agreement shall
remain in full force and effect. This Amendment and the Participation Agreement,
as amended, constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and fully supersede any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof. In the event of any conflict between the terms of this
Amendment and the Participation Agreement, the terms of this Amendment shall
control.
4. This Amendment may be amended only by written instrument
executed by each party hereto.
5. This Amendment shall be effective as of the date written
above.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative and its seal hereunder affixed hereto as of the date specified
above.
TRANSAMERICA LIFE INSURANCE COMPANY
By: _______________________________
Name:
Title:
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: _______________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: _______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
2
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
Mid Cap Value
Emerging Markets Equity
Emerging Markets Debt
U.S. Real Estate
Capital Preservation
B-1
