Amendment No. 9 to Participation Agreement (AIM)
AMENDMENT NO. 9
The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM
Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and ML
Life Insurance Company of New York (“MLLICNY”), a New York life insurance company, is hereby
amended as follows:
WHEREAS, effective July 1, 2010, MLLICNY was renamed Transamerica Advisors Life Insurance
Company of New York (“TALICNY”); and
WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable
Insurance Funds (Invesco Variable Insurance Funds); and
WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors,
Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors,
Inc.
The Parties hereby agree to amend the agreement as follows:
1. All references to MLLICNY will hereby be deleted and replaced with TALICNY;
and
2. All references to AIM Variable Insurance Funds will hereby be deleted and replaced with
AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and
3. All references to A I M Distributors, Inc. and Invesco Aim Distributors, Inc. will hereby
be deleted and replaced with Invesco Distributors, Inc.; and
4. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the
following:
“Section 9. Notices.
Notices and communications required or permitted will be given by means
mutually acceptable to the Parties concerned. Each other notice or
communication required or permitted by this Agreement will be given to the
following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
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AIM Variable Insurance Funds
(Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
00 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
(Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
00 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Transamerica Advisors Life Insurance Company of New York
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.”
5. Section 20 is hereby added to the Agreement:
“Section 20. Confidential Information
Each party to this Agreement acknowledges that in order to perform the duties called for in
this Agreement, it may be necessary for a party (“owner”) to disclose to the other
party(ies) certain “Confidential Information.” Confidential Information means non-public,
proprietary information, data or know-how of an owner, including, but not limited to,
personal information of an owner’s customers. No party will use another party’s
Confidential Information except as required for the performance of this Agreement. Each
party will use commercially reasonable efforts in a manner fully consistent with industry
standards and applicable federal, state and international laws and regulations to hold in
confidence a party’s Confidential Information. Notwithstanding the foregoing, Confidential
Information does not include information which is: (i) already in the possession of the
receiving party or its subsidiaries and not subject to a confidentiality obligation to the
providing party; (ii) independently developed by the receiving party; (iii) publicly
disclosed or in the public domain through no fault of the receiving party; (iv) rightfully
received by the receiving party or its subsidiaries from a third party that is not under
any obligation to keep such information confidential; (v) approved for release by written
agreement with the owner; or (vi) disclosed pursuant to the requirements of law, regulation
or court order.
Each party to this Agreement represents, warrants and agrees that it has adopted and
implemented, and will continue to have in place and follow for the term of this Agreement
and thereafter, appropriate policies and procedures designed to detect, prevent and
mitigate the risk of identity theft and other breaches of privacy concerning Confidential
Information. Each party agrees to take immediate and appropriate measures to respond to any
breach of privacy concerning Confidential Information of the owner, and to notify the owner
in writing regarding such breach in the most expedient time possible and without
unreasonable delay;
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provided, however, that a party may postpone providing such notice as the party deems
consistent with the legitimate needs of law enforcement. Each party further agrees to
provide the owner with a copy of its plan to remediate any such breach and to pay for
all costs associated with such remediation and with providing written notice of such
breach to the applicable party.
Each party agrees to establish and maintain (i) administrative, technical and
physical safeguards against the destruction, loss or alteration of Confidential
Information, and (ii) appropriate security measures to protect Confidential
Information, which measures are consistent with the laws and regulations of the
Commonwealth of Massachusetts relating to personal information security and with all
other applicable federal, state and international laws and regulations relating to
personal information security.
The provisions found in this Section on Confidential Information will survive any
expiration or termination of the Agreement.”
6. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the
following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE
INSURANCE FUNDS)
SEPARATE ACCOUNTS UTILIZING THE FUNDS
ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
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All other terms and provisions of the Agreement not amended herein shall remain in full
force and effect.
Effective date: April 30, 2010.
| AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) |
||||||||||||||
Attest:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X.Xxxx | |||||||||||
| Name: Xxxxx Xxxxxxxx | Name: Xxxx X. Xxxx | |||||||||||||
| Title: Assistant Secretary | Title: Senior Vice President | |||||||||||||
| INVESCO DISTRIBUTORS, INC. | ||||||||||||||
Attest:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X. Xxxxxx | |||||||||||
| Name: Xxxxx Xxxxxxxx | Name: Xxxx X. Xxxxxx | |||||||||||||
| Title: Assistant Secretary | Title: President | |||||||||||||
| TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY OF NEW YORK |
||||||||||||||
Attest:
|
/s/ Xxxxxxxx X Xxxxxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||||||||||
| Name: Xxxxxxxx X Xxxxxxxx | Name: Xxxxxx X. Xxxxx | |||||||||||||
| Title: Paralegal | Title: Vice President | |||||||||||||
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