AMENDMENT AND NOVATION OF
PARTICIPATION AGREEMENT
AFSG Securities Corporation, ("AFSG") the undersigned, for and in consideration
of the furtherance of the business purposes of Transamerica Capital, Inc.
("TCI"), does hereby substitute TCI in all of AFSG's rights, title, interest in
and to, and duties, obligations and responsibilities under the Participation
Agreement ("Agreement") between AFSG, AIM Variable Insurance Funds and
Transamerica Financial Life Insurance Company dated May 1, 2002 including all
schedules, addenda, and exhibits thereto, and amendments thereof prior to the
date of this Amendment and Novation.
This Amendment and Novation is complete and irrevocable.
By acknowledging this Amendment and Novation AIM Variable Insurance Funds and
Transamerica Financial Life Insurance Company waive and release AFSG from all
duties, liabilities or responsibilities under the Agreement, including any
required notices of, or time periods for, termination or amendment of the
Agreement. Notwithstanding any provision in the Agreement providing for the
termination of the Agreement upon its amendment, AIM Variable Insurance Funds
and Transamerica Financial Life Insurance Company hereby consent to this
Amendment and Novation and agree to enter into a new Participation Agreement
(the "New Agreement") with TCI upon any termination of the Agreement that may be
deemed to occur by virtue of this Amendment and Novation. The substantive terms
of the New Agreement shall be identical to the current substantive terms of the
Agreement and shall remain in full force and effect unless otherwise
specifically amended herein or in writing signed by the parties hereafter.
The undersigned further agree that the New Agreement shall reflect the
following:
1. All references in the New Agreement to "AFSG Securities Corporation"
or "AFSG" as applicable shall be replaced by "Transamerica Capital,
Inc." or "TCI" as applicable.
2. Any future communications under the New Agreement shall be delivered
as follows:
Mr. Xxxxxx Xxxxxxxxx, General Counsel
Transamerica Fund Complex
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
This Amendment and Novation shall be effective as of the 1st day of May, 2007.
IF AIM VARIABLE INSURANCE FUNDS AND TRANSAMERICA FINANCIAL LIFE INSURANCE
COMPANY DO NOT ACKNOWLEDGE THIS AMENDMENT AND NOVATION IN WRITING BY MAY 1,
2007, SUBMISSION OF AN APPLICATION OR ORDER FOR AIM VARIABLE INSURANCE FUNDS AND
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY ON OR AFTER MAY 1, 2007, SHALL BE
DEEMED WRITTEN CONSENT BY AIM VARIABLE INSURANCE FUNDS AND TRANSAMERICA
FINANCIAL LIFE INSURANCE COMPANY TO THIS AMENDMENT AND NOVATION.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Novation
as of May 1, 2007.
AFSG Securities Corporation Transamerica Capital, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------- ------------------------------------
NAME: Xxxx Xxxxxx NAME: Xxxxxx Xxxxxxxxx
TITLE: Senior Vice President TITLE: COO & Executive Vice President
Date: 04/01/2007 Date: 04/01/2007
ACKNOWLEDGED AND ACCEPTED BY ACKNOWLEDGED AND ACCEPTED BY
Transamerica Financial Life Insurance AIM Variable Insurance Funds:
Company:
Signed: /s/ Xxxxxxxxx X. Xxxxxxx Signed: /s/ Xxxxx X. Xxxxxxxx
---------------------------- --------------------------------
Print Name: Xxxxxxxxx X. Xxxxxxx Print Name: Xxxxx X. Xxxxxxxx
Title: Asst V.P. Title: Asst. VP
Date: 4/11/07 Date: 5/8/07
