EXHIBIT 8(a)(2)
AMENDMENT NO. 22 TO PARTICIPATION AGREEMENT
(AEGON/TRANSAMERICA)
AMENDMENT NO. 22 TO
PARTICIPATION AGREEMENT
BETWEEN
AEGON/TRANSAMERICA SERIES FUND, INC. AND
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO,
Amendment No. 22 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 Wealth
Builder variable life insurance policy (the "Policy") under the Securities Act
of 1933; and
WHEREAS, WRL will offer, through its WRL Series Life Account, the WRL
Freedom Wealth Builder variable life insurance policy; and
WHEREAS, WRL has changed the name of the WRL Freedom Navigator variable
annuity contract to WRL Freedom Premier III 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 Policy, as specified in Schedule B attached to the
Agreement, as such Schedule B is amended by this Amendment No. 22, and as
Schedule B may be amended from time to time; and
WHEREAS, the Fund intends to sell shares of the Portfolio(s) to the
Policy at net asset value; and
NOW, THEREFORE, IT IS HEREBY AGREED that WRL, through its WRL Series
Life Account, 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 Wealth Builder
variable life insurance policy to the list of "Policies" and to reflect the name
change of the WRL Freedom Navigator to WRL Freedom Premier III.
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 December 1, 2003.
WESTERN RESERVE LIFE ASSURANCE AEGON/TRANSAMERICA SERIES
CO. OF OHIO FUND, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
-------------------------------- ------------------------------
Xxxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President, Secretary
and Assistant Secretary and General Counsel
AMENDED
SCHEDULE B
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Effective December 1, 2003
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
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 Wealth Builder
Portfolios: AEGON/Transamerica Series Fund, Inc. - each Portfolio has an
Initial Class and a Service Class of Shares
AEGON Xxxx
Xxxxx Aggressive Growth
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 Mid Cap
Dreyfus Small Cap Value
Federated Growth & Income
GE U.S. Equity
Great Companies - America (sm)
Great Companies - Technology (sm)
X.X. Xxxxxx Enhanced Index
AMENDED SCHEDULE B (continued)
Portfolios: Janus Balanced
Janus Global
Janus Growth
LKCM Strategic Total Return
Xxxxxxx Growth
MFS High Yield
Munder Net50
PBHG/NWQ Value Select
PBHG Mid Cap Growth
PIMCO Total Return
Salomon All Cap
Xxxxxxxxx Great Companies Global
X. Xxxx Price Equity Income
X. Xxxx Price Small Cap
Third Avenue Value
Transamerica Equity
Transamerica Convertible Securities
Transamerica Growth Opportunities
Transamerica Money Market
Transamerica U.S. Government Securities
Transamerica Value Balanced
Xxx Xxxxxx Emerging Growth