Exhibit 8(d)
Amendment No. 1 dated March 15,2000 to
Participation Agreement - Variable Insurance Products Fund II
Amendment No. 1 to Participation Agreement
Western Reserve Life Assurance Co. of Ohio, Variable Insurance Products Fund II
and Fidelity Distributors Corporation, hereby amend their Participation
Agreement, dated June 14, 1999 and as subsequently amended, by doing all of the
following:
I. Adding the following sentence to section 1.1:
Beginning within three months of the effective date of this Amendment,
the Company agrees that all order for the purchase and redemption of
Fund shares on behalf of the Accounts will be placed by the Company
with the Funds or their transfer agent by electronic transmission.
II. Replacing section 2.5 in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution
expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted
a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses. To the extent that it decides to
finance distribution expenses pursuant to Rule 12b-1, the Fund
undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under
Rule 12b-1 to finance distribution expenses.
(b) With respect to Service Class shares and Service
Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it
makes payments to finance distribution expenses. The Fund represents
and warrants that it has a board of trustees, a majority of whom are
not interested persons of the Fund, which has formulated and approved
each of its Rule 12b-1 Plans to finance distribution expenses of the
Fund and that any changes to the Fund's Rule 12b-1 Plans will be
approved by a similarly constituted board of trustees.
III. Replacing section 5.3 in its entirety with the following:
5.3. The Company shall bear the expenses of distributing the
Fund's prospectus and reports to owners of Contracts issued by the
Company. The Fund shall bear the costs of soliciting Fund proxies from
Contract owners, including the costs of mailing proxy materials and
tabulating proxy voting instructions, not to exceed the costs charged
by any service provider engaged by the Fund for this purpose. The Fund
and the Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
IV. Replacing Schedule A with the Revised Schedule A, attached.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of March 15,
2000.
WESTERN RESERVE LIFE
ASSURANCE CO. OF OHIO VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Title: Vice President
Secretary
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Revised Schedule A
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Separate Accounts and Associated Contracts
------------------------------------------
Name of Separate Account and Policy Form Numbers of Contracts
Date Established by Board of Directors Funded By Separate Account
-------------------------------------- --------------------------
WRL SERIES LIFE ACCOUNT (EST. JULY 16, 1985)
--------------------------------------------
Product: Form Number:
WRL Freedom Equity Protector (FEP) VLB.01.07.89
WRL Freedom Financial Builder (FFB) VL03
WRL Freedom Elite VL90
WRL Freedom Navigator
Single Life Product VL10
Joint Second-to-Die Product VL20
WRL Freedom SP Plus VLS.03.02.90
The Equity Protector
WRL SERIES ANNUITY ACCOUNT (EST. APRIL 12, 1988)
------------------------------------------------
Product: Form Number:
WRL Xxxxxxx Xxxxxxxx XX00000 w/ Schedule Page VA00010-A
WRL Xxxxxxx Xxxxxxxxxx XX00000 w/ Schedule Page VA00010-B
WRL Freedom Conqueror VA00010 w/ Schedule Page VA00010-C
WRL Freedom Variable Annuity VA.02.06.88
WRL Freedom Wealth Creator VA16
WRL Freedom Enhancer VA25
WRL Freedom Premier WL18
WRL Freedom Access WL17
