Amendment No. 6 dated May 1, 2014 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Western Reserve Life Assurance Co. of Ohio and Transamerica Capital, Inc. dated November...
Exhibit 26(h)(xxxv)
Amendment No. 6 dated May 1, 2014 to Participation Agreement
among Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust,
Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.,
Western Reserve Life Assurance Co. of Ohio
and Transamerica Capital, Inc. dated November 10, 2008
Amendment No. 6 to
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
Western Reserve Life Assurance Co. of Ohio
Transamerica Capital, Inc.
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (The “Trust”), Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Western Reserve Life Assurance Co. of Ohio (the “Company”) or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated November 10, 2008, and subsequently amended May 1, 2009, October 1, 2010, October 31, 20011, March 1, 2012, January 15, 2013 , and further modified by an Addendum dated May 1, 2011 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
|
1.
|
Schedules A, C and G of the Agreement are hereby deleted in their entirety and replaced with the Schedules A, C and G attached hereto, respectively.
|
|
2.
|
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
|
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of May 1, 2014.
|
The Trust:
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreement.
|
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
|
|
The Underwriter:
|
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
|
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
|
The Company:
|
Western Reserve Life Assurance Co. of Ohio
|
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
|
The Distributor:
|
Transamerica Capital, Inc.
|
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Schedule A
The Company and its Distributor
THE COMPANY
Western Reserve Life Assurance Co. of Ohio
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
An insurance company organized under the laws of the State of Ohio.
THE DISTRIBUTOR
Transamerica Capital, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
A corporation organized under the laws of the State of California.
Schedule C
Available Portfolios and Classes of Shares of the Trust
Franklin Founding Funds Allocation VIP Fund – Class 4
In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:
|
(1)
|
the General Counsel of Franklin ▇▇▇▇▇▇▇▇▇ Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) (“Notice”) identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and
|
|
(2)
|
we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts.
|
Provided that we do not object as provided above, your Notice shall amend, supplement and become a party of this Schedule C and the Agreement.
Schedule G
Addresses for Notices
To the Company: Western Reserve Life Assurance Co. of Ohio
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: IS&R General Counsel
To the Distributor: Transamerica Capital, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
|
To the Trust:
|
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
|
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
|
|
|
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
|
|
To the Underwriter:
|
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
|
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
|
|
|
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
Attention: ▇▇▇▇▇ ▇▇▇▇▇, President
|
|
|
If to the Trust or Underwriter
|
|
with a copy to:
|
Franklin ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
|
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
|
|
|
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
Attention: General Counsel
|