Exhibit 1(A)(3)(b)
Amendment to Master Service and Distribution Compliance Agreement
AMENDMENT TO MASTER SERVICE AND DISTRIBUTION
COMPLIANCE AGREEMENT
THIS AMENDMENT TO MASTER SERVICE AND DISTRIBUTION COMPLIANCE AGREEMENT made and
effective as of the 1st day of May, 1999, by and among InterSecurities, Inc.
("ISI") and Western Reserve Life Assurance Co. of Ohio ("WRL"), on its own
behalf and on behalf of WRL Series Life Account, WRL Series Annuity Account and
WRL Series Annuity Account B (the "Series Accounts"), separate accounts of WRL.
WHEREAS, WRL offers for sale certain variable life insurance policies and
variable annuity contracts ("Policies") funded by the Series Accounts;
WHEREAS, ISI is registered as a broker-dealer with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc.;
WHEREAS, pursuant to that certain Master Service and Distribution
Compliance Agreement dated as of April 22, 1992, as amended (the "Agreement"),
WRL engaged ISI in connection with the distribution of the Policies to maintain
certain books and records, perform certain administrative and marketing
services, and to fulfill certain regulatory requirements as set forth therein;
WHEREAS, effective May 1, 1999, AFSG Securities Corporation ("AFSG") will
assume such obligations for all states and territories excluding Puerto Rico and
Guam;
NOW, THEREFORE, the parties agree that effective May 1, 1999, ISI's obligations
under the Agreement shall be limited to Puerto Rico and Guam until such time as
AFSG becomes properly registered and licensed in those countries. At that time,
the Agreement, as amended hereby, shall terminate.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
by their respective duly authorized officials as of the day and year first above
written.
WESTERN RESERVE LIFE INTERSECURITIES, INC.
ASSURANCE CO. OF OHIO,
on its own behalf and on behalf By: /s/ G. XXXX XXXXXX
of WRL Series Life Account, ------------------
WRL Series Annuity Account Title: President
and WRL Series Annuity Account B
By: /s/ XXXX X. XXXXXX
------------------
Title: President