EXHIBIT (8)(h)(2) PARTICIPATION AGREEMENT AMENDMENT NO. 2 VANGUARD AND TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
EXHIBIT (8)(h)(2)
PARTICIPATION AGREEMENT AMENDMENT NO. 2
VANGUARD AND TRANSAMERICA FINANCIAL LIFE
INSURANCE COMPANY
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
This Second Amendment to Participation Agreement is dated and effective as of November 4, 2011, by and among Vanguard Variable Insurance Fund (hereinafter the “Fund”), The Vanguard Group, Inc. (hereinafter “Sponsor”), Vanguard Marketing Corporation (hereinafter “Distributor”), and Transamerica Financial Life Insurance Company (hereinafter the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties hereto have entered into a Participation Agreement dated June 30, 2010, as amended (the “Agreement”), and desire to modify certain provisions of the Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the parties do hereby agree as follows:
1. Amendment to Schedule B. Schedule B of the Agreement is hereby deleted in its entirety and replaced with the revised Schedule B attached to this Second Amendment.
2. No Other Modifications. Except as specifically modified herein, the Agreement remains in full force and effect in accordance with its terms. All references in the Agreement to the “Agreement” shall be deemed to be references to the Agreement as amended hereby. In the event of a conflict between the Agreement and this Second Amendment, it is understood and agreed that the provisions of this Second Amendment shall control.
3. Counterparts. This Second Amendment may be executed in any number of counterparts and/or by facsimile, each of which shall be deemed to be an original agreement but such counterparts shall together constitute one and the same instrument.
(Signatures on following page)
IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be executed in its name and on its behalf by its duly authorized representative as of the date specified above.
| VANGUARD VARIABLE INSURANCE FUND | THE VANGUARD GROUP, INC. | |||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ |
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| Name: ▇▇▇▇▇ ▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. | |||||||
| Title: Secretary | Title: Principal | |||||||
| VANGUARD MARKETING CORPORATION | TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY | |||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||
| Title: Secretary | Title: Vice President | |||||||
SCHEDULE B
LARGE TRANSACTION AMOUNTS
| Portfolio |
Large Transaction Amount | |||
| Money Market Portfolio |
$ | 3,000,000 | ||
| Total Bond Market Index Portfolio |
$ | 750,000 | ||
| Total Stock Market Index Portfolio |
$ | 500,000 | ||
| High-Yield Bond Portfolio |
$ | 500,000 | ||
| Short-Term Investment-Grade Portfolio |
$ | 1,000,000 | ||
| Balanced Portfolio |
$ | 1,000,000 | ||
| Diversified Value Portfolio |
$ | 1,000,000 | ||
| Equity Income Portfolio |
$ | 500,000 | ||
| Equity Index Portfolio |
$ | 500,000 | ||
| Growth Portfolio |
$ | 500,000 | ||
| Mid-Cap Index Portfolio |
$ | 100,000 | ||
| REIT Index Portfolio |
$ | 100,000 | ||
| Small Company Growth Portfolio |
$ | 1,000,000 | ||
| International Portfolio |
$ | 1,000,000 | ||
| Capital Growth Portfolio |
$ | 250,000 | ||
| Conservative Allocation Portfolio |
$ | 25,000 | ||
| Moderate Allocation Portfolio |
$ | 25,000 | ||