EXHIBIT (8)(b)(3)
AMENDMENT TO WRL PARTICIPATION AGREEMENT
AMENDMENT NO. 17 TO
PARTICIPATION AGREEMENT AMONG
WRL SERIES FUND, INC.,
TRANSAMERICA LIFE INSURANCE COMPANY,
AUSA LIFE INSURANCE COMPANY, INC.,
PEOPLES BENEFIT LIFE INSURANCE COMPANY AND
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
Amendment No. 17 to the Participation Agreement among WRL Series Fund,
Inc., (the "Fund"), Transamerica Life Insurance Company ("Transamerica), AUSA
Life Insurance Company, Inc. ("AUSA Life"), Peoples Benefit Life Insurance
Company ("Peoples") and Transamerica Occidental Life Insurance Company ("TOLIC")
dated July 1, 1992, as amended ("Participation Agreement").
WHEREAS, Transamerica Life Insurance and Annuity Company ("TALIAC"), an
affiliate of Transamerica, TOLIC, Peoples and AUSA Life, has registered or will
register certain variable annuity contracts and/or variable life insurance
policies (both the contracts and policies, collectively, "Policies") under the
Securities Act of 1933; and
WHEREAS, TALIAC has, by resolution of its Board of Directors, established
the Transamerica Life Insurance and Annuity Company Separate Account Designated
as VA-8, a separate account for purpose of selling variable annuity contracts;
AUSA Life has established the AUSA Series Annuity Account, a separate account
for purpose of selling variable annuity contracts; and TOLIC has established the
Transamerica Occidental Life Separate Account VUL-5, a separate account for
purpose of selling variable life insurance policies. Such variable annuity
contracts and variable life insurance policies will be funded by the
AEGON/Transamerica Series Fund, Inc.; and
WHEREAS, TALIAC will offer the TransMark Optimum Choice Variable Annuity
Contract through the Transamerica Life Insurance and Annuity Company Separate
Account Designated as VA-8; AUSA Life will offer the AUSA Premier Variable
Annuity Contract through the AUSA Series Annuity Account; AUSA Life will offer
the AUSA Financial Elite Builder and AUSA Freedom Wealth Protector through the
AUSA Series Life Account; and TOLIC will offer the TransUltra Life Variable
Universal Life Insurance Policy through the Transamerica Occidental Life
Separate Account VUL-5; and
WHEREAS, to the extent permitted by applicable insurance law and
regulation, TALIAC, AUSA Life and TOLIC intend to purchase shares in one or more
of the portfolios of the Fund to fund their respective contract or policy on
behalf of each Account, as specified in Schedule A attached to this Amendment,
as such Schedule A is amended by this Amendment No. 17, and as Schedule A may be
amended from time to time; and
WHEREAS, the Fund's Board of Directors, at a meeting held on March 26,
2001, approved resolutions for the following changes to go into effect May 1,
2001: a name change for the Fund to AEGON/Transamerica Series Fund, Inc.; the
deletion of the "WRL" in front of each portfolio's name; a name change for the
WRL VKAM Emerging Growth portfolio to ▇▇▇ ▇▇▇▇▇▇ Emerging Growth; and a change
in name and sub-adviser for the WRL ▇▇▇▇▇▇▇ Sachs Small Cap portfolio to Munder
Net50 to be sub-advised by Munder Capital Management; and
WHEREAS, PFL's (now Transamerica) Board of Directors approved resolutions
to change the Company's name to Transamerica Life Insurance Company effective
March 1, 2001; and
WHEREAS, each of the current parties is desirous of adding TALIAC as a
party, subject to the same terms and conditions, of the Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED that TOLIC, through its separate
account, Transamerica Occidental Life Separate Account VUL-5; AUSA Life through
its separate account, AUSA Series Annuity Account; AUSA Life through its
separate account, AUSA Series Life Account; and TALIAC, through its Transamerica
Life Insurance and Annuity Company Separate Account Designated as VA-8, will
purchase and redeem shares issued by AEGON/Transamerica Series Fund, Inc.,
subject to the terms and conditions of the Participation Agreement. It is also
agreed that Schedule A to the Participation Agreement is hereby amended to add
the Transamerica Occidental Life Separate Account VUL-5 as an additional
"Account;" to add the AUSA Series Annuity Account as an additional "Account;"
and to add the Transamerica Life Insurance and Annuity Company Separate Account
Designated as VA-8 as an additional "Account;" to add TransMark Optimum Choice
Variable Annuity contract issued by TALIAC; to add AUSA Premier Variable Annuity
contract issued by AUSA Life; to add AUSA Financial Elite Builder life insurance
policy issued by AUSA Life; to add AUSA Freedom Wealth Protector life insurance
policy issued by AUSA Life; and to add TransUltra Life Variable Universal Life
policy issued by TOLIC to the list of "Policies," and to add the American
Century International Portfolio, the American Century Income & Growth Portfolio,
and the Munder Net50 Portfolio to the list of "Portfolios" of the
AEGONTransamerica Series Fund, Inc.
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 as
of May 1, 2001.
TRANSAMERICA LIFE INSURANCE AEGON/TRANSAMERICA SERIES
COMPANY FUND, INC.
By its authorized officer By its authorized officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ -------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: Vice President, Secretary
and Counsel
AUSA LIFE INSURANCE PEOPLES BENEFIT LIFE
COMPANY, INC. INSURANCE COMPANY
By its authorized officer By its authorized officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ -------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Executive Vice President
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
By its authorized officer
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President and Assistant Secretary
AMENDED SCHEDULE A
Effective May 1, 2001
Account(s), Policy(ies) and Portfolio(s)
Subject to the Participation Agreement
Accounts: Separate Account VA B
Separate Account VA BNY
Mutual Fund Account
Separate Account VA A
Separate Account VA C
Separate Account VA D
Retirement Builder Variable Annuity Account
AUSA Life Insurance Company, Inc. Separate Account C
Peoples Benefit Life Insurance Company Separate Account V
Legacy Builder Variable Life Separate Account
AUSA Series Life Account
AUSA Series Annuity Account
Transamerica Occidental Life Separate Account VUL-3
Separate Account VA E
Separate Account VA F
Transamerica Occidental Life Separate Account VUL-4
Transamerica Occidental Life Separate Account VUL-5
Transamerica Life Insurance and Annuity Company on behalf
of its Separate Account VA-8
Policies: Transamerica Landmark Variable Annuity
Transamerica Landmark ML Variable Annuity
AUSA Landmark Variable Annuity
The Atlas Portfolio Builder Variable Annuity
Transamerica EXTRA Variable Annuity
Transamerica Access Variable Annuity
Retirement Income Builder II Variable Annuity
AUSA & Peoples - Advisor's Edge Variable Annuity
Peoples - Advisor's Edge Select Variable Annuity
Legacy Builder Plus
AUSA Financial Freedom Builder
Transamerica Elite
Privilege Select Variable Annuity
Estate Enhancer Variable Life
TransSurvivor Life Variable Universal Life
TransMark Optimum Choice Variable Annuity
TransUltra Life Variable Universal Life
AUSA Financial Elite Builder
AUSA Premier Variable Annuity
AUSA Freedom Wealth Protector
AMENDED SCHEDULE A (continued)
Portfolios: AEGON/Transamerica Series Fund, Inc.
Janus Growth
AEGON Bond
▇.▇. ▇▇▇▇▇▇ Money Market
Janus Global
LKCM Strategic Total Return
▇▇▇ ▇▇▇▇▇▇ Emerging Growth
▇▇▇▇▇ Aggressive Growth
AEGON Balanced
Federated Growth & Income
C.A.S.E. Growth
NWQ Value Equity
GE International Equity
GE U.S. Equity
▇.▇. ▇▇▇▇▇▇ Real Estate Securities
▇. ▇▇▇▇ Price Dividend Growth
▇. ▇▇▇▇ Price Small Cap
▇▇▇▇▇▇▇ Sachs Growth
Pilgrim ▇▇▇▇▇▇ Mid Cap Growth
Salomon All Cap
Dreyfus Mid Cap
Third Avenue Value
▇▇▇▇ Asset Allocation
Great Companies - America(SM)
Great Companies - Technology(SM)
Value Line Aggressive Growth
Gabelli Global Growth
Great Companies - Global/2/
LKCM Capital Growth
American Century International
American Century Income & Growth
Munder Net50