EXHIBIT 99.27(h) xiv
AMENDMENT NO. 12
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of May 1, 1998, by and
among AIM Variable Insurance Funds, a Delaware trust ("AVIF"); AIM Distributors,
Inc., a Delaware corporation ("AIM"); Transamerica Life Insurance Company
(formerly, PFL Life Insurance Company), an Iowa life insurance company ("LIFE
COMPANY") and AFSG SECURITIES CORPORATION, a Pennsylvania corporation
("UNDERWRITER"), is hereby amended as follows:
Section 2.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
2.3 APPLICABLE PRICE
(a) Share purchase payments and redemption orders that
result from purchase payments, premium payments, surrenders and other
transactions under Contracts (collectively, "Contract transactions")
and that LIFE COMPANY receives prior to the close of regular trading on
the New York Stock Exchange (or such other time set by the Board for
purposes of determining the current net asset value of a Fund in
accordance with Rule 22c-1 under the 0000 Xxx) on a Business Day will
be executed at the net asset values of the appropriate Funds next
computed after receipt by AVIF or its designated agent of the orders.
For purposes of this Section 2.3(a), LIFE COMPANY shall be the
designated agent of AVIF for receipt of orders relating to Contract
transactions, in accordance with Section 22(c) and Rule 22c-1 under the
1940 Act, on each Business Day and receipt by such designated agent
shall constitute receipt by AVIF; provided that AVIF receives notice of
such orders by 9:00 a.m. Central Time on the next following Business
Day or such later time as computed in accordance with Section 2.1(b)
hereof. In connection with this Section 2.3(a), LIFE COMPANY represents
and warrants that it will not submit any order for Shares or engage in
any practice, nor will it allow or suffer any person acting on its
behalf to submit any order for Shares or engage in any practice, that
would violate or cause a violation of applicable law or regulation
including, without limitation Section 22 of the 1940 Act and the rules
thereunder.
(b) All other Share purchases and redemptions by LIFE
COMPANY will be effected at the net asset values of the appropriate
Funds next computed after receipt by AVIF or its designated agent of
the order therefor, and such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1
hereof, pursuant to which the Board may reject a Share purchase order
by or on behalf of LIFE COMPANY under the circumstances described
therein, LIFE COMPANY and Underwriter agree to cooperate with the Fund
and AIM to prevent any person exercising, or purporting to exercise,
rights or privileges under one or more Contracts (including, but not
limited to Contract owners, annuitants, insureds or
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participants, as the case may be (collectively, "Participants")) from
engaging in any trading practices in any Fund that the Board or AIM
determines, in good faith and in their sole discretion, to be
detrimental or potentially detrimental to the other shareholders of the
Fund, or to be in contravention of any applicable law or regulation
including, without limitation, Section 22 of the 1940 Act and the rules
thereunder. Such cooperation may include, but shall not be limited to,
identifying the person or persons engaging in such trading practices,
facilitating the imposition of any applicable redemption fee on such
person or persons, limiting the telephonic or electronic trading
privileges of such person or persons, and taking such other remedial
steps, all to the extent permitted or required by applicable law.
Section 6.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
6.3 FUNDS TO REMAIN AVAILABLE
Notwithstanding any termination of this Agreement by LIFE
COMPANY, AVIF will, at the option of LIFE COMPANY, continue to make
available additional shares of the Fund pursuant to the terms and
conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred
to as "Existing Contracts"), unless AIM or the Board determines that
doing so would not serve the best interests of the shareholders of the
affected Funds or would be inconsistent with applicable law or
regulation. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to reallocate investments in the
Fund (as in effect on such date), redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments
under the Existing Contracts. The parties agree that this Section 6.3
will not apply to any (i) terminations under Section 5 and the effect
of such terminations will be governed by Section 5 of this Agreement or
(ii) any rejected purchase and/or redemption order as described in
Section 2.3(c) hereof.
Section 22 is hereby added to the Agreement:
SECTION 22. FORCE MAJEURE
Each Party shall be excused from the performance of any of its
obligations to the other where such nonperformance is occasioned by any
event beyond its control which shall include, without limitation, any
applicable order, rule or regulation of any federal, state or local
body, agency or instrumentality with jurisdiction, work stoppage,
accident, natural disaster, war, acts of terrorism or civil disorder,
provided that the Party so excused shall use all reasonable efforts to
minimize its nonperformance and overcome, remedy, cure or remove such
event as soon as is reasonably practicable, and such performance shall
be excused only for so long as, in any given case, the force or
circumstances making performance impossible shall exist.
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Schedule A of the Agreement is hereby deleted in its entirety and replaced with
the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Aggressive Growth Fund AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Balanced Fund AIM V.I. Money Market Fund
AIM V.I. Basic Value Fund AIM V.I. Premier Equity Fund
AIM V.I. Blue Chip Fund AIM V.I. Real Estate Fund(2)
AIM V.I. Capital Appreciation Fund AIM V.I. Small Cap Equity Fund
AIM V.I. Capital Development Fund INVESCO VIF - Core Equity Fund
AIM V.I. Core Equity Fund INVESCO VIF - Dynamics Fund
AIM V.I. Dent Demographic Trends Fund INVESCO VIF - Financial Services Fund
AIM V.I. Diversified Income Fund INVESCO VIF - Health Sciences Fund
AIM V.I. Government Securities Fund INVESCO VIF - Leisure Fund
AIM V.I. Growth Fund(1) INVESCO VIF - Small Company Growth Fund
AIM V.I. High Yield Fund(1) INVESCO VIF - Technology Fund(1)
AIM V.I. International Growth Fund INVESCO VIF - Total Return Fund
AIM V.I. Large Cap Growth Fund INVESCO VIF - Utilities Fund
(1) Effective April 30, 2004, AIM V.I. Growth Fund acquired the assets of
INVESCO VIF - Growth Fund; AIM V.I. High Yield Fund acquired the assets
of INVESCO VIF - High Yield Fund; and INVESCO VIF - Technology Fund
acquired the assets of AIM V.I. New Technology Fund and INVESCO VIF -
Telecommunications Fund.
(2) Formerly, INVESCO VIF - Real Estate Opportunities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
- Retirement Builder Variable Annuity Account
- Separate Account VUL-A
- PFL Variable Life Account A
- Separate Account VA A
- PFL Corporate Account One (1940 Act Exclusion)
- Separate Account VA B
- Separate Account VA C
- Separate Account VA D
- Separate Account VA F
- Separate Account VA I
- Separate Account VA J
- Separate Account VA-K
- Separate Account VA L
- Separate Account VA P
- Retirement Builder Variable Annuity Account
- Separate Account VA Q
- Separate Account VA R
- Separate Account VA S
- Transamerica Corporate Separate Account Sixteen
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CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796
under marketing names: "Retirement Income Builder II Variable Annuity"
and "Portfolio Select Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. WL851 136 58 699
under the marketing name "Legacy Builder Plus"
- Transamerica Life Insurance Company Policy Form No. APUL0600 699 under
the marketing name "Variable Protector"
- Transamerica Life Insurance Company Policy Form No. AV337 101 100397
under the marketing name "The Atlas Portfolio Builder Variable Annuity"
- Transamerica Life Insurance Company Form No. WL 712 136 84 798 under
the marketing name "Advantage V"
- Transamerica Life Insurance Company Policy Form No. AV720 000 000 000
under the marketing name "Transamerica Landmark Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV400 101 107 198
under the marketing name "Transamerica Freedom Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV710 101 147 102
under the marketing name "Transamerica EXTRA Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV474 101 122 1099
under the marketing name "Transamerica Access Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796
under the marketing name "Premier Asset Builder Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796
under the marketing name "Principal-Plus Variable Annuity"
- Transamerica Life Insurance Company Policy Form No. AVI 200 1 0100
under the marketing name "Immediate Income Builder II"
- Transamerica Life Insurance Company policy Form No. AV721 101 149 1001
under the marketing name "Retirement Income Builder - BAI Variable
Annuity"
- Transamerica Life Insurance Company Policy Form No. AV721 101 149 1001
under the marketing name "Transamerica Preferred Advantage Variable
Annuity"
- Transamerica Life Insurance Company Policy Form No. AV721 101 149 1001
under the marketing names: "Transamerica Opportunity Builder" and
Transamerica Traditions
- Transamerica Life Insurance Company Policy Form No. AV288 101 95 796
under the marketing name Portfolio Select Variable Annuity
- Transamerica Life Insurance Company Policy Form No. AV864 101 165 103
- Transamerica Life Insurance Company Policy Form No. AV1025 101 178 903
- Transamerica Life Insurance Company Policy Form No. AV865 101 167 103
under the marketing name "Huntington Allstar Select"
- Transamerica Life Insurance Company Form No. EM VC1 TL703 under the
marketing name "Advantage X"
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All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2004
AIM VARIABLE INSURANCE FUNDS
Attest:______________________________ By: ______________________________
Name: ______________________________ Name: _____________________________
Title: ______________________________ Title:_____________________________
AIM DISTRIBUTORS, INC.
Attest:______________________________ By: ______________________________
Name: ______________________________ Name: _____________________________
Title: ______________________________ Title:_____________________________
TRANSAMERICA LIFE INSURANCE COMPANY
Attest:______________________________ By: _______________________________
Name: ______________________________ Name: Xxxx X. Xxxxxx
Title: ______________________________ Title: Assistant Secretary
AFSG SECURITIES CORPORATION
Attest:______________________________ By: ______________________________
Name: ______________________________ Name: _____________________________
Title: ______________________________ Title:_____________________________
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