EXHIBIT 8(a)(1)
Amendment No. 21 to Participation Agreement
AMENDMENT NO. 21 TO
PARTICIPATION AGREEMENT
BETWEEN
AEGON/TRANSAMERICA SERIES FUND, INC. AND
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO,
Amendment No. 21 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 Navigator
variable annuity contract and the WRL Xcelerator variable life insurance policy
(the "Policies") under the Securities Act of 1933; and
WHEREAS, WRL has, by resolution of its Board of Directors, duly organized
and established the Separate Account VA U (the "Account") as a segregated asset
account to receive, set aside and invest assets attributable to net premiums
and payments received under the contract and such variable annuity contract
will be partially funded by the Fund; and
WHEREAS, WRL has registered or will register the Account as a unit
investment trust under the Investment Company Act of 1940, as amended; and
WHEREAS, WRL will offer, through its Separate Account VA U, the WRL
Freedom Navigator variable annuity contract and through its WRL Series Life
Account, the WRL Xcelerator variable life insurance policy; 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 Policies, as specified in Schedule B attached to the
Agreement, as such Schedule B is amended by this Amendment No. 21, and as
Schedule B may be amended from time to time; and
WHEREAS, the Fund's Board of Directors approved resolutions for the
following changes to go into effect September 15, 2003: a name change of the
Great Companies - Global /2/ to Xxxxxxxxx Great Companies Global; and
WHEREAS, the Fund intends to sell shares of the Portfolio(s) to the
Policies at net asset value; and
NOW, THEREFORE, IT IS HEREBY AGREED that WRL, through its Separate
Account VA U and 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 Navigator variable annuity contract and WRL Xceleratorr variable
life insurance policy to the list of "Policies". It is also hereby agreed that
Schedule A to this Agreement will be amended to reflect the name change of the
Great Companies - Global /2/ portfolio.
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 September 1, 2003.
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO AEGON/TRANSAMERICA SERIES 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
Effective September 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 Navigator
WRL Xcelerator
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
Janus Balanced
Janus Global
AMENDED SCHEDULE B (continued)
Portfolios: 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
