EXHIBIT (8)(m)(1) AMENDMENT N0. 1 TO PARTICIPATION AGREEMENT (WANGER)

EXHIBIT (8)(m)(1)

AMENDMENT N0. 1 TO PARTICIPATION AGREEMENT

(XXXXXX)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

Amendment No. 1 to the Participation Agreement, dated May 1, 2004, by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, XXXXXX ADVISORS TRUST, and COLUMBIA FUNDS DISTRIBUTOR, INC. (the “Agreement”).

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

Effective May 1, 2005

SCHEDULE A

Separate Accounts, Associated Contracts, and Portfolios

Name of Separate Account and Date Established by the Board of Trustees		Policies Funded by the Separate Accounts		Portfolio(s) Available Under the Policies
Separate Account VA QNY August 13, 1996		Flexible Premium Variable Annuity-E AV1024 101 179 1003		Xxxxxx U.S. Smaller Companies
TFLIC Separate Account VNY December 14, 2004		Advisor’s Edge® NY Variable Annuity AV1197 101 200 505		Xxxxxx U.S. Smaller Companies Xxxxxx International Small Cap

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified above.

Company:
TRANSAMERICA FINANCIAL LIFE
INSURANCE COMPANY
By its authorized officer,
By:		/s/ Xxxxxxxxx X. Xxxxxxx
Name:		Xxxxxxxxx X. Xxxxxxx
Title:		Assistant Vice President
		and Assistant Secretary
Trust:
XXXXXX ADVISORS TRUST
By its authorized officer,
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President, Secretary and Treasurer

Underwriter:
COLUMBIA FUNDS DISTRIBUTOR, INC.
By its authorized officer,
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		President