AMENDMENT TO PARTICIPATION AGREEMENT
EXHIBIT (8)(s)
PARTICIPATION AGREEMENT (XXX XXXXXX)
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AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of this 1st day of May, 2009 by and among TRANSAMERICA LIFE INSURANCE COMPANY (the “Company”), on its own behalf and on behalf of each separate account of the Company (each an “Account”) identified in the Participation Agreement (as defined below), XXX XXXXXX LIFE INVESTMENT TRUST (the “Fund”), XXX XXXXXX FUNDS INC. (the “Underwriter”) and XXX XXXXXX ASSET MANAGEMENT INC. (the “Adviser”).
WHEREAS, the Company, the Fund, the Underwriter, and the Adviser have entered into a Participation Agreement dated as of January 12, 2004, as amended (the “Participation Agreement”), which provides that the Fund will make available for purchase, exchange and redemption by the Company, on behalf of the Accounts, shares of certain Portfolios to fund certain Variable Insurance Products and Qualified Plans; and
WHEREAS, the Fund, acting through the Fund’s designee, has established one or more master accounts on its mutual fund shareholder account recordkeeping system (each, a “T/A Account”) reflecting the aggregate ownership of shares of each Portfolio of the Fund and all transactions involving such shares by the Company on behalf of the Accounts; and
WHEREAS, the Company, the Fund and the Adviser wish to amend the Participation Agreement to add certain separate accounts and associated contracts and Portfolios.
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, the Underwriter and the Adviser agree to amend the Participation Agreement as follows:
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| 1. | Schedule A is hereby deleted in its entirety and replaced by the following: |
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
| Name of Separate Account and Date Established by Board of Directors |
Contract Funded by Separate Account | |
| Separate Account VA S November 26, 2001 |
Flexible Premium Variable Annuity – D, under the marketing name “Huntington Allstar Select” | |
| February 13, 2007 |
Flexible Premium Variable Annuity K, under the marketing name “Transamerica Investor Choice Annuity” | |
| 2. | Schedule B is hereby deleted in its entirety and replaced by the following: |
SCHEDULE B
PORTFOLIOS OF THE XXX XXXXXX LIFE INVESTMENT TRUST
AVAILABLE UNDER THIS AGREEMENT
Mid Cap Growth Portfolio – Class II Shares
Xxxxxxxx Portfolio – Class I and Class II Shares
3. Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Participation Agreement shall remain in full force and effect.
4. Amendments. This Amendment may be amended only by written instrument executed by each party hereto.
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5. Capitalized Terms. All capitalized words and phrases used but not otherwise defined herein shall have the meaning ascribed to them in the Participation Agreement.
6. Entire Agreement. 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.
7. Notices. All notices and other communications hereunder shall be in writing and shall be delivered as provided for by the Participation Agreement.
8. Governing Law. This Amendment, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the conflicts of law principles thereof.
9. Counterparts. This Amendment may be executed in any number of multiple counterparts (and may be delivered by facsimile), each of which shall be deemed to be an original and all of which, taken together, shall constitute one agreement, binding on all parties hereto.
10. Effective Date. This Amendment shall be effective as of the date written above.
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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 as of the date specified above.
| TRANSAMERICA LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Vice President | |
| XXX XXXXXX LIFE INVESTMENT TRUST | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | CFO and Treasurer | |
| XXX XXXXXX ASSET MANAGEMENT | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Managing Director | |
| XXX XXXXXX FUNDS INC. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Managing Director | |
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