NOVATION
OF
PARTICIPATION AGREEMENT
This Novation Agreement dated as of September 1, 2005 is by and among
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY (formerly, Transamerica Life
Insurance Company of New York, the "Company"), a New York corporation, on its
own behalf and on behalf of each separate account of the Company named in
Schedule 1 and 2 to Participation Agreement (as defined below), PREMIER VIT
(formerly, OCC Accumulation Trust), an open-end diversified management
investment company organized under the laws of the State of Massachusetts (the
"Fund"), OCC DISTRIBUTORS LLC, a Delaware limited liability company (hereinafter
the "Underwriter") and OPCAP ADVISORS LLC (hereinafter the "Advisor").
WHEREAS, the Company, the Fund, the Underwriter and the Advisor entered
into a Participation Agreement on December 15, 1997 ("Participation Agreement");
WHEREAS, each of Allianz Global Investors Distributors LLC, a Delaware
limited liability company ("AGI Distributors") and OCC Distributors LLC is
registered as a broker-dealer with the SEC under the Securities Exchange Act of
1934, as amended, and is a member in good standing of the National Association
of Securities Dealers, Inc.;
WHEREAS, the Company, the Fund, OCC Distributors and the Advisor desire
that OCC Distributors be replaced as the Fund's principal underwriter by AGI
Distributors; and
WHEREAS, the Company, the Fund and the Advisor desire to affect a
novation of the Participation Agreement so that AGI Distributors is substituted
for OCC Distributors as a party to such agreement and OCC Distributors is
released from its obligations under such agreement, AGI Distributors desires to
accept the novation thereof, and OCC Distributors desires to consent to such
novation.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions
contained herein, the Company, the Fund and the Advisor hereby affect a novation
of the Participation Agreement to substitute AGI Distributors for OCC
Distributors as party to such agreement (the "Novation"), AGI Distributors
hereby accepts such novation and agrees to undertake all of OCC Distributors'
duties and obligations under the Participation Agreement. The Company, the Fund,
the Advisor and AGI Distributors hereby release OCC Distributors from all of its
duties and obligations under the Participation Agreement and OCC Distributors
hereby consents to such novation.
2. Term. The novation shall become effective on the September 15, 2005
and shall extend for so long as the terms specified in Section 10 of the
Participation Agreement are satisfied or until terminated in accordance with
said Section 10.
3. No Termination. The parties agree that the novation shall not
constitute a termination of the Participation Agreement for purposes of Section
10 of the Participation Agreement, and that the Participation Agreement, as so
novated, shall remain in full force and effect after the novation.
IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed by a duly authorized representative as of the day and
year first above written.
TRANSAMERICA FINANCIAL LIFE PREMIER VIT
INSURANCE COMPANY
By: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------ ---------------------
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President Title: President & CEO
Assistant Secretary
OCC DISTRIBUTORS LLC OPCAP ADVISORS LLC
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
----------------------- -----------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: CEO Title: CEO
Accepted By:
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
By: /s/ E. Xxxxx Xxxxx, Jr.
---------------------------
Name: E. Xxxxx Xxxxx, Jr.
Title: Managing Director & CEO
