Exhibit 8(a)(1)
Amendment No. 23 to Participation Agreement
AMENDMENT NO. 23 TO
PARTICIPATION AGREEMENT
BETWEEN
AEGON/TRANSAMERICA SERIES FUND, INC. AND
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO,
Amendment No. 23 to the Participation Agreement ("Agreement"), dated
February 27, 1991, as amended, between AEGON/Transamerica Series Fund, Inc. (the
"Fund") and Western Reserve Life Assurance Co. of Ohio ("WRL").
WHEREAS, WRL has registered or will register the WRL Freedom Multiple
variable annuity contract (the "Contract") under the Securities Act of 1933; and
WHEREAS, WRL will offer, through its Separate Account VA V, the WRL Freedom
Multiple variable annuity contract; and
WHEREAS, to the extent permitted by applicable insurance law and
regulation, WRL intends to purchase shares in one or more of the Portfolios of
the Fund to fund the Contract, as specified in Schedule B attached to the
Agreement, as such Schedule B is amended by this Amendment No. 23, and as
Schedule B may be amended from time to time; and
WHEREAS, the Fund's Board of Directors approved resolutions for the
following changes to go into effect April 30, 2004: a name change of the
following portfolios: Dreyfus Mid Cap to ▇.▇. ▇▇▇▇▇▇ Mid Cap Value and PBHG/NWQ
Value Select to Mercury Large Cap Value; restructuring of the Janus Balanced
portfolio to Transamerica Balanced; and the mergers of the following portfolios:
▇▇▇▇▇ Aggressive Growth into Transamerica Equity, LKCM Strategic Total Return
into Transamerica Value Balanced, GE U.S. Equity into Great Companies -
AmericaSM, PBHG Mid Cap Growth into Transamerica Growth Opportunities, and
▇▇▇▇▇▇▇▇▇ Great Companies Global into Janus Global and then a name change of
Janus Global to ▇▇▇▇▇▇▇▇▇ Great Companies Global; and
WHEREAS, the Fund intends to sell shares of the Portfolio(s) to the
Contract at net asset value; and
NOW, THEREFORE, IT IS HEREBY AGREED that WRL, through its Separate Account
VA V, is authorized to acquire shares issued by the Fund, subject to the terms
and conditions of the Participation Agreement, and that Schedule B to the
Participation Agreement is hereby amended to add the WRL Freedom Multiple
variable annuity contract to the list of "Policies". It is also hereby agreed
that Schedule A to this Agreement will be amended to reflect the various name
changes to certain portfolios due to the mergers listed above.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative,
effective as of May 1, 2004.
WESTERN RESERVE LIFE ASSURANCE AEGON/TRANSAMERICA SERIES CO. OF OHIO
By its authorized officer, By its authorized officer,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, Secretary
and Assistant Secretary and General Counsel
AMENDED
SCHEDULE B
Effective May 1, 2004
Account(s), Policy(ies) and Portfolio(s) Subject
to the Participation Agreement
Accounts: WRL Series Life Account
WRL Series Annuity Account
Separate Account VA U
Separate Account VA V
Policies: The Equity Protector
WRL Freedom Equity Protector
WRL Freedom SP Plus
WRL Freedom Variable Annuity
WRL Freedom Attainer Variable Annuity
WRL Freedom Bellwether Variable Annuity
WRL Freedom Conqueror Variable Annuity
WRL Freedom Wealth Protector
C.A.S.E. Reserve Variable Annuity
Meridian Sector Variable Annuity
WRL Freedom Wealth Creator Variable Annuity
WRL Financial Freedom Builder
WRL Freedom Elite
WRL Freedom Premier Variable Annuity
WRL Freedom Access Variable Annuity
WRL Freedom Enhancer Variable Annuity
WRL Freedom Select Variable Annuity
WRL Freedom Elite Builder
WRL Freedom Elite Advisor
WRL Freedom Premier II
WRL Freedom Access II
WRL Freedom Enhancer II
WRL Freedom Premier III
WRL Xcelerator
WRL Freedom Elite Builder II
WRL Freedom Multiple
Portfolios: AEGON/Transamerica Series Fund, Inc. - each Portfolio has an
Initial Class and a Service Class of Shares
AEGON Bond
Asset Allocation - Conservative Portfolio
Asset Allocation - Growth Portfolio
Asset Allocation - Moderate Portfolio
Asset Allocation - Moderate Growth Portfolio
American Century International
American Century Income & Growth
Capital Guardian U.S. Equity
Capital Guardian Value
Clarion Real Estate Securities
Dreyfus Small Cap Value
Federated Growth & Income
Great Companies - America(sm)
Great Companies - Technology(sm)
▇.▇. ▇▇▇▇▇▇ Enhanced Index
▇.▇. ▇▇▇▇▇▇ Mid Cap Value
AMENDED SCHEDULE B (continued)
Portfolios: Janus Growth
▇▇▇▇▇▇▇ Growth
Mercury Large Cap Value
MFS High Yield
Munder Net50
PIMCO Total Return
Salomon All Cap
▇▇▇▇▇▇▇▇▇ Great Companies Global
▇. ▇▇▇▇ Price Equity Income
▇. ▇▇▇▇ Price Small Cap
Third Avenue Value
Transamerica Balanced
Transamerica Equity
Transamerica Convertible Securities
Transamerica Growth Opportunities
Transamerica Money Market
Transamerica U.S. Government Securities
Transamerica Value Balanced
▇▇▇ ▇▇▇▇▇▇ Emerging Growth