AMENDMENT NO. 24 TO PARTICIPATION AGREEMENT BETWEEN AEGON/TRANSAMERICA SERIES FUND, INC. AND WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO,
Exhibit 8(a)(3)
Amendment No. 24 to Participation Agreement
AMENDMENT NO. 24 TO
BETWEEN
AEGON/TRANSAMERICA SERIES FUND, INC. AND
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO,
Amendment No. 24 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, pursuant to the Participation Agreement, each Company serves as the Fund’s designee for receipt of purchase and redemption orders with respect to shares of the Fund; and
WHEREAS, each party has determined that it is appropriate and in the best interests of the Fund, its Designated Portfolios, and each Company to amend Article II of the Participation Agreement to provide for certain representations and warranties with respect to the handling of orders with respect to the Fund’s shares and the implementation of policies and procedures to limit or prevent frequent trading and/or market timing activities with respect to the Designated Portfolios; and
NOW, THEREFORE, IT IS HEREBY AGREED that the following will be added as a new Section 2.12 of the Participation Agreement:
2.12. The Company represents and warrants that (a) all purchase and redemption orders with respect to shares of the Designated Portfolios submitted with respect to a Business Day in accordance with Article I will be received in good order by the Company prior to calculation of the net asset value on that Business Day as disclosed in the Designated Portfolios’ prospectuses, as they may be amended from time to time, and will be processed by the Company in compliance with Rule 22c-1 under the 1940 Act and regulatory interpretations thereof; (b) the Company will provide the Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Portfolios with the requirements of Rule 22c-1 and regulatory interpretations thereof upon reasonable request; and (c) the Company will use its best efforts to cooperate with the Fund or its agent to implement policies and procedures to prevent frequent trading and/or market timing in the Designated Portfolios and enforce the market timing policies disclosed in the Designated Portfolios’ prospectuses, as they may be amended from time to time.
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 October 22, 2004.
| WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO By its authorized officer, |
AEGON/TRANSAMERICA SERIES FUND, INC. By its authorized officer, | |||||||
| By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||
| Title: |
Assistant Vice President |
Title: |
Vice President, Secretary | |||||
| and Assistant Secretary |
and General Counsel | |||||||
AMENDED
SCHEDULE B
Effective October 22, 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 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 |