AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT BETWEEN DAVIS NEW YORK VENTURE FUND, DAVIS DISTRIBUTORS LLC AND TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

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Exhibit 8(k)(3)

Amendment No. 4 to Participation Agreement (Xxxxx)

[Retail]

AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT

BETWEEN XXXXX NEW YORK VENTURE FUND,

XXXXX DISTRIBUTORS LLC AND

TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

Amendment to the Participation Agreement (the “Agreement”), dated August 28, 2002, by and between Transamerica Advisors Life Insurance Company (the “Insurance Company”), on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule A hereto as may be revised from time to time (hereinafter referred to as the “Account”), Xxxxx New York Venture Fund (the “Fund”) and Xxxxx Distributors, LLC. (the “Underwriter”).

WHEREAS, the parties desire to further amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:

1. A new paragraph, numbered consecutively, is added to ARTICLE II. Representations and Warranties, as follows:

2.8. Fund and Underwriter each agree to promptly notify the Company when any underlying fund becomes a commodity pool operator (“CPO”) as defined under the Commodities Exchange Act (“CEA”), and Fund Manager is required to register with the Commodity Futures Trading Commission (“CFTC”) as a CPO with respect to any underlying fund. Until such notification is provided to the Company, Fund and Underwriter each represent and warrant that it is not a CPO, and Fund Manager represents and warrants it is not required to register as a CPO with respect to any underlying fund. Fund, Underwriter and Fund Manager each represent and warrant that it will at all times comply with the CEA and CFTC rules and regulations to the extent required.

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: May 1, 2013

XXXXX NEW YORK VENTURE FUND						XXXXX DISTRIBUTORS, LLC
By:		/s/ Xxxxxx Xxxx				By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx				Name:		Xxxxxx Xxxx
Title:		Vice President				Title:		Vice President
Date:		April 20, 2013				Date:		April 20, 2013

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TRANSAMERICA ADVSIORS LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President
Date:		4-29-13