EXHIBIT 99.B9
EXHIBIT 9
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
WRL SERIES FUND, INC.
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
This Agreement is entered into as of January 1, 1997 by WRL Series
Fund, Inc. (the "Fund"), a Maryland corporation, and WRL Investment Services,
Inc. ("WRL Services"), a Florida corporation.
WHEREAS, the Fund is a diversified, open-end management investment
company consisting of separate series or investment portfolios (the "Portfolios"
or "Portfolio"); and
WHEREAS, WRL Services is an administrative services company located at
000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx, 00000, which is or will be registered as a
transfer agent under Section 17A(c)(1) of the Securities Act of 1934, as
amended, and is a wholly-owned subsidiary of WRL Investment Management, Inc., a
registered investment adviser; and
WHEREAS, the Fund seeks to engage WRL Services to furnish the Fund with
administrative services to assist the Fund in carrying out certain of its
functions and operations.
WHEREAS, WRL Services desires to provide administrative services to the
Fund, in accordance with the terms of this Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
WRL Services to the Fund and the terms and conditions under which such services
will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. ADMINISTRATIVE SERVICES PROVIDED. WRL Services shall provide
supervisory, administrative, and transfer agency services to each
Portfolio of the Fund. Subject to the overall supervision of the
Board of Directors of the Fund, WRL Services shall furnish to each
Portfolio:
/Bullet/ The services of personnel to supervise and perform all
administrative, clerical, recordkeeping and bookkeeping
services for the Fund, including acting as registrar for the
Fund and recording the ownership of Fund shares and changes
in or transfers of such ownership;
/Bullet/ To the extent agreed upon by the parties hereto from time to
time, monitor and verify Investors Bank & Trust Company's
daily calculation of net asset values;
/Bullet/ Preparation and filing of all returns and reports in
connection with federal, state and local taxes;
/Bullet/ Shareholder relations functions, including preparation of
notices to shareholders;
/Bullet/ Regulatory reporting and compliance, including preparation of
any required amendments, supplements or renewals of
registration statements, qualifications or prospectuses under
the Securities Act of 1933 and the securities laws of any
states or territories subsequent to the effectiveness of the
initial registration statement under the Securities Act of
1933;
/Bullet/ All other matters relating to the operation of the
Portfolios, other than investment management and distribution
functions;
/Bullet/ Supervise and coordinate the Fund's custodian and its
dividend disbursing agent and monitor their services to each
Portfolio;
/Bullet/ Assist each Portfolio in preparing reports to shareholders;
and
/Bullet/ Provide office space, telephones and other office equipment
as necessary in order for WRL Services to perform
administrative services to the Fund as described herein.
2. OBLIGATIONS OF EACH PORTFOLIO OF THE FUND. Each Portfolio shall
have the following obligations under this Agreement:
(a) to provide WRL Services with access to all information,
documents and records of and about each Portfolio that are
necessary for WRL Services to carry out the performance of
its duties under this Agreement;
(b) to furnish WRL Services with a certified copy of any
financial statement or report prepared for any Portfolio by
certified or independent public accountants, and with copies
of any financial statements or reports made by such Portfolio
to its shareholders or to any governmental body or securities
exchange; and
(c) to reimburse WRL Services for the services performed by
WRL Services pursuant to Section 1 of this Agreement during
its term, on a costs incurred basis. WRL Services shall be
responsible for providing all personnel, materials, and other
resources necessary in order for WRL Services to perform its
obligations under Section 1 of this Agreement. The Fund will
in turn reimburse WRL Services for the expense of such
personnel, materials, and other resources by paying to WRL
Services an amount equal to the cost of such personnel,
materials and other resources, as incurred by WRL Services in
a calendar month, within fifteen calendar days following the
end of such calendar month. In the event that this Agreement
shall be effective for only part of a calendar month, the
amount to be paid by the Fund to WRL Services with respect to
such calendar month will be based on costs incurred during
the term of effectiveness. Expenses reimbursed by the Fund
pursuant to this Section 2(c) shall be paid by each Portfolio
in relative proportion to the accumulation value or cash
value of the variable contracts held by owners of variable
life insurance and variable annuities allocated to the
investment options funded by such Portfolio.
3. INVESTMENT COMPANY ACT COMPLIANCE. In performing services
hereunder, WRL Services shall at all times comply with applicable
provisions of the Investment Company Act of 1940, as amended (the
"1940 Act") and any other federal or state securities laws. In
addition, and without limiting the foregoing, this Agreement is
subject to the 1940 Act and rules thereunder; to the extent that
any provision of this Agreement would require a party to take any
action prohibited by the 1940 Act and rules thereunder, or would
preclude a party from taking any action required by the 1940 Act
and rules thereunder, then it is the intention of the parties
hereto that such provision shall be enforced only to the extent
permitted under the 1940 Act and rules thereunder; and that all
other provisions of this Agreement shall remain valid and
enforceable as if the provision at issue had never been a part
hereof.
4. RECORDS. WRL Services recognizes and agrees that, pursuant to
Rule 31a-3 under the 1940 Act, records required to be maintained by
the Fund pursuant to Rule 31a-1 and/or Rule 31a-2 under the 1940
Act that are maintained by WRL Services, for and on behalf of the
Fund, are the property of the Fund; shall be maintained, updated,
preserved, and made available in accordance with the 1940 Act and
rules thereunder; and will be surrendered promptly to the Fund upon
request.
5. TERM AND TERMINATION.
(a) This Agreement shall continue in effect until terminated
pursuant to provisions hereof.
(b) This Agreement may be terminated at any time, without
penalty, by the Fund by giving 60 days' written notice of
such termination to WRL Services at its principal place of
business; or may be terminated at any time by WRL Services by
giving 60 days' written notice of such termination to the
Fund at its principal place of business.
6. AMENDMENTS. This Agreement may be amended only by written
instrument signed by the parties hereto.
7. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all
such prior agreements are deemed terminated upon the effectiveness
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Attest: WRL SERIES FUND, INC.
/s/ XXXXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
----------------------------- -----------------------------
Xxxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxx, Chairman of the Board
Assistant Vice President and President
and Assistant Secretary
Attest: WRL INVESTMENT SERVICES, INC.
/s/ XXXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXX
---------------------------- ----------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxx, President
Secretary, Vice President and and Treasurer
General Counsel
