EX-8.B.3 6 dex8b3.txt AMENDMENT TO WRL PARTICIPATION AGREEMENT 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 Van Kampen Emerging Growth; and a change in name and sub-adviser for the WRL Goldman 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/ Larry N. Norman By: /s/ John K. Carter ------------------------ ------------------- Larry N. Norman John K. Carter 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/ William L. Busler By: /s/ Larry N. Norman ------------------------ ------------------- William L. Busler Larry N. Norman Title: Vice President Title: Executive Vice President TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY By its authorized officer By: /s/ Priscilla I. Hechler ------------------------ Priscilla I. Hechler 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 J.P. Morgan Money Market Janus Global LKCM Strategic Total Return Van Kampen Emerging Growth Alger Aggressive Growth AEGON Balanced Federated Growth & Income C.A.S.E. Growth NWQ Value Equity GE International Equity GE U.S. Equity J.P. Morgan Real Estate Securities T. Rowe Price Dividend Growth T. Rowe Price Small Cap Goldman Sachs Growth Pilgrim Baxter Mid Cap Growth Salomon All Cap Dreyfus Mid Cap Third Avenue Value Dean 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