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, A I M
Distributors, Inc., and Transamerica Life Insurance Company dated May 1, 1998
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, A I M
Distributors, Inc., and Transamerica 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, A I M Distributors, Inc., and Transamerica 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, A I M DISTRIBUTORS, INC., AND TRANSAMERICA 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, A I M DISTRIBUTORS, INC., AND TRANSAMERICA LIFE INSURANCE COMPANY ON OR
AFTER MAY 1, 2007, SHALL BE DEEMED WRITTEN CONSENT BY AIM VARIABLE INSURANCE
FUNDS, A I M DISTRIBUTORS, INC., AND TRANSAMERICA 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 Life Insurance Company: AIM Variable Insurance Funds:
Signed: /s/ Xxxxxxxxx X. Xxxxxxx Signed: /s/ Xxxxx X. Xxxxxxxx
----------------------------- --------------------------------
Print Name: Xxxxxxxxx X. Xxxxxxx Print Name: Xxxxx X. Xxxxxxxx
Title: Assistant Secretary Title: Assistant Vice President
Date: 5/11/07 Date: 5/30/07
ACKNOWLEDGED AND ACCEPTED BY
A I M Distributors, Inc.:
Signed: /s/ Xxxx X. Needles
-----------------------------
Print Name: Xxxx X. Needles
Title: President
Date: 5/21/07
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