EXHIBIT (8)(a)(4) Amendment No. 31 to Participation Agreement
EXHIBIT (8)(a)(4)
Amendment No. 31 to Participation Agreement
AMENDMENT NO. 31 TO
PARTICIPATION AGREEMENT AMONG
AEGON/TRANSAMERICA SERIES FUND, INC.,
TRANSAMERICA LIFE INSURANCE COMPANY,
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY,
PEOPLES BENEFIT LIFE INSURANCE COMPANY,
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
Amendment No. 31 to the Participation Agreement among AEGON/Transamerica Series Fund, Inc., (the “Fund”), Transamerica Life Insurance Company (“Transamerica”), Transamerica Financial Life Insurance Company (“TFLIC”), Peoples Benefit Life Insurance Company (“Peoples”), Transamerica Occidental Life Insurance Company (“TOLIC”), and Transamerica Life Insurance and Annuity Company (“TALIAC”) dated July 1, 1992, as amended (“Participation Agreement”).
WHEREAS, pursuant to the Participation Agreement, each Company serves as the Fund’s designee for receipt of purchase and redemption orders with respect to shares of the Fund; and
WHEREAS, each party has determined that it is appropriate and in the best interests of the Fund, its Designated Portfolios, and each Company to amend Article II of the Participation Agreement to provide for certain representations and warranties with respect to the handling of orders with respect to the Fund’s shares and the implementation of policies and procedures to limit or prevent frequent trading and/or market timing activities with respect to the Designated Portfolios; and
WHEREAS, TFLIC, has registered or will register certain variable life policies and variable annuity contracts (the “Policies”) under the Securities Act of 1933; and
WHEREAS, TFLIC has, by resolution of its Board of Directors, duly organized and established the Separate Account VA WNY and the TFLIC Separate Account VNY (the “Accounts”), as segregated asset accounts to receive, set aside and invest assets attributable to net premiums and payments received under the Policies and such Policies will be partly funded by the Fund; and
WHEREAS, TFLIC has registered or will register the Accounts as unit investment trusts under the Investment Company Act of 1940, as amended; and
WHEREAS, to the extent permitted by applicable insurance law and regulations, TFLIC intends to purchase shares in one or more of the portfolios of the Fund to fund its Policies on behalf of the Accounts, as specified in Schedule A attached to this Amendment, and as Schedule A may be amended from time to time.
NOW, THEREFORE, IT IS HEREBY AGREED that the following will be added as a new Section 2.12 of the Participation Agreement:
2.12. The Company represents and warrants that (a) all purchase and redemption orders with respect to shares of the Designated Portfolios submitted with respect to a Business Day in accordance with Article I will be received in good order by the Company prior to calculation of the net asset value on that Business Day as disclosed in the Designated Portfolios’ prospectuses, as they may be amended from time to time, and will be processed by the Company in compliance with Rule 22c-1 under the 1940 Act and regulatory interpretations thereof; (b) the Company will provide the Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Portfolios with the requirements of Rule 22c-1 and regulatory interpretations thereof upon reasonable request; and (c) the Company will use its best efforts to cooperate with the Fund or its agent to implement policies and procedures to prevent frequent trading and/or market timing in the Designated Portfolios and enforce the market timing policies disclosed in the Designated Portfolios’ prospectuses, as they may be amended from time to time.
FURTHER, IT IS HEREBY AGREED that TFLIC, through its Policies, TFLIC Freedom Elite Builder II, Flexible Premium Variable Annuity – H and Flexible Premium Variable Annuity – I, will purchase and redeem shares issued by the Fund, subject to the terms and conditions of the Participation Agreement. It is also hereby agreed that Schedule A to this Agreement will be amended to add the TFLIC Freedom Elite Builder
II, the Flexible Premium Variable Annuity – H and the Flexible Premium Variable Annuity – I as additional “Policies”.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of October 22, 2004.
| TRANSAMERICA LIFE INSURANCE COMPANY |
AEGON/TRANSAMERICA SERIES FUND, INC. | |||||||||||
| By its authorized officer |
By its authorized officer | |||||||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | By: | /s/ Xxxx X. Xxxxxx | |||||||||
| Xxxxxxxxx X. Xxxxxxx |
Xxxx X. Xxxxxx | |||||||||||
| Title: |
Assistant Secretary |
Title: |
Vice President, Secretary | |||||||||
| and General Counsel | ||||||||||||
| TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY |
PEOPLES BENEFIT LIFE INSURANCE COMPANY | |||||||||||
| By its authorized officer |
By its authorized officer | |||||||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||||||||
| Xxxxxxxxx X. Xxxxxxx |
Xxxxxxxxx X. Xxxxxxx | |||||||||||
| Title: |
Assistant Vice President and |
Title: |
Assistant Vice President | |||||||||
| Assistant Secretary |
and Assistant Secretary | |||||||||||
| TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY |
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY | |||||||||||
| By its authorized officer |
By its authorized officer | |||||||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||||||||
| Xxxxxxxxx X. Xxxxxxx |
Xxxxxxxxx X. Xxxxxxx | |||||||||||
| Title: |
Assistant Vice President and |
Title: |
Assistant Vice President and | |||||||||
| Assistant Secretary |
Assistant Secretary | |||||||||||
AMENDED SCHEDULE A
Effective October 22, 2004
Account(s), Policy(ies) and Portfolio(s)
Subject to the Participation Agreement
| Accounts: | Separate Account VA B | |
| Separate Account VA BNY | ||
| Mutual Fund Account | ||
| Separate Account VA A | ||
| Separate Account VA C | ||
| Separate Account VA D | ||
| Retirement Builder Variable Annuity Account | ||
| Transamerica Financial Life Insurance Company Separate Account C | ||
| Peoples Benefit Life Insurance Company Separate Account V | ||
| Legacy Builder Variable Life Separate Account | ||
| TFLIC Series Life Account | ||
| TFLIC Series Annuity Account | ||
| Transamerica Occidental Life Separate Account VUL-3 | ||
| Separate Account VA E | ||
| Separate Account VA F | ||
| Transamerica Occidental Life Separate Account VUL-4 | ||
| Transamerica Occidental Life Separate Account VUL-5 | ||
| Transamerica Life Insurance and Annuity Company on behalf of its Separate Account VA-8 | ||
| Separate Account VA J | ||
| Transamerica Occidental Life Separate Account VUL-6 | ||
| TA PPVUL 1 | ||
| Separate Account VA K | ||
| Separate Account VA H | ||
| Separate Account VA G | ||
| Separate Account VA-2LNY | ||
| Separate Account VA-2L | ||
| Separate Account VL A | ||
| AES Private Placement VA Separate Account | ||
| Separate Account VA L | ||
| Separate Account VA P | ||
| PFL Corporate Account One | ||
| Separate Account VA R | ||
| Separate Account VA S | ||
| Separate Account VA Q | ||
| Separate Account QNY | ||
| Separate Account VA W | ||
| Separate Account VA WNY | ||
| TFLIC Separate Account VNY | ||
| Policies: | Transamerica Landmark Variable Annuity | |
| Transamerica Landmark NY Variable Annuity | ||
| Atlas Portfolio Builder Variable Annuity | ||
| Transamerica EXTRA Variable Annuity | ||
| Transamerica Access Variable Annuity | ||
| Retirement Income Builder II Variable Annuity | ||
| TFLIC & Peoples - Advisor’s Edge Variable Annuity | ||
| Peoples – Advisor’s Edge Select Variable Annuity | ||
| Legacy Builder Plus | ||
| TFLIC Financial Freedom Builder | ||
| Transamerica Elite | ||
| Privilege Select Variable Annuity | ||
| Estate Enhancer Variable Life | ||
| TransSurvivor Life Variable Universal Life | ||
| TransMark Optimum Choice Variable Annuity | ||
| TransUltra® Variable Universal Life | ||
AMENDED SCHEDULE A (continued)
| Policies (continued) | TFLIC Freedom Elite Builder TFLIC Freedom Premier Variable Annuity | |
| Immediate Income Builder II | ||
| Premier Asset Builder Variable Annuity | ||
| TransAccumulatorSM VUL | ||
| TFLIC Freedom Wealth Protector | ||
| Advantage V | ||
| Retirement Income Builder Variable Annuity | ||
| Retirement Income Builder - BAI Variable Annuity | ||
| Dreyfus Advisor Advantage Variable Annuity | ||
| Dreyfus Access Advantage Variable Annuity | ||
| Dreyfus/Transamerica Triple Advantage® Variable Annuity (NY) | ||
| Dreyfus/Transamerica Triple Advantage® Variable Annuity | ||
| Transamerica Variable Life | ||
| Advisor’s Edge Select Private Placement | ||
| Transamerica Preferred Advantage Variable Annuity | ||
| Portfolio Select Variable Annuity | ||
| Flexible Premium Variable Annuity – A | ||
| Flexible Premium Variable Annuity – B | ||
| Flexible Premium Variable Annuity – C | ||
| Flexible Premium Variable Annuity – D | ||
| Flexible Premium Variable Annuity – E | ||
| Flexible Premium Variable Annuity – G | ||
| TFLIC Freedom Elite Builder II | ||
| Flexible Premium Variable Annuity – H | ||
| Flexible Premium Variable Annuity – I | ||
| Portfolios: | AEGON/Transamerica Series Fund, Inc. – Each Portfolio has an Initial Class of Shares and a Service Class of Shares | |
| AEGON Bond | ||
| Asset Allocation – Conservative Portfolio | ||
| Asset Allocation – Growth Portfolio | ||
| Asset Allocation – Moderate Portfolio | ||
| Asset Allocation – Moderate Growth Portfolio | ||
| American Century International | ||
| American Century Large Company Value | ||
| Capital Guardian U.S. Equity | ||
| Capital Guardian Global | ||
| Capital Guardian Value | ||
| Clarion Real Estate Securities | ||
| Federated Growth & Income | ||
| Great Companies – America sm | ||
| Great Companies – Technology sm | ||
| X.X. Xxxxxx Enhanced Index | ||
| X.X. Xxxxxx Mid Cap Value | ||
| Janus Growth | ||
| Xxxxxxxx Growth | ||
| Xxxxxxx Growth | ||
| Mercury Large Cap Value | ||
| MFS High Yield | ||
| Munder Net50 | ||
| PIMCO Total Return | ||
| Salomon All Cap | ||
| Select+ Aggressive | ||
| Select+ Conservative | ||
| Select+ Growth & Income | ||
| Xxxxxxxxx Great Companies Global | ||
| X. Xxxx Price Equity Income | ||
AMENDED SCHEDULE A (continued)
| Portfolios (continued) | X. Xxxx Price Growth Stock | |
| X. Xxxx Price Small Cap | ||
| Third Avenue Value | ||
| Transamerica Balanced | ||
| Transamerica Equity | ||
| Transamerica Convertible Securities | ||
| Transamerica Growth Opportunities | ||
| Transamerica Money Market | ||
| Transamerica Small/Mid Cap Value | ||
| Transamerica U.S. Government Securities | ||
| Transamerica Value Balanced | ||
| Xxx Xxxxxx Active International Allocation | ||
| Xxx Xxxxxx Asset Allocation | ||
| Xxx Xxxxxx Emerging Growth |
31amendpa-10-2004
