23(h)(2)
Transfer Agency Agreement, as amended through May 1, 2008
AMENDMENT TO ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
BETWEEN TRANSAMERICA SERIES TRUST
AND TRANSAMERICA FUND SERVICES, INC.
This Amendment is made as of May 1, 2008 to the Administrative Services and
Transfer Agency Agreement dated January 1, 1997, as amended, by and between
Transamerica Series Trust (formerly AEGON/Transamerica Series Trust) and
Transamerica Fund Services, Inc.
NAME CHANGE OF THE TRUST: Any reference to AEGON/Transamerica Series
Trust will now be revised to mean Transamerica Series Trust (the
"Trust"), effective May 1, 2008.
In all other respects, the Administrative Services and Transfer Agency
Agreement dated January 1, 1997, as amended, is confirmed and remains in full
force and effect. The parties hereto have caused this amendment to be executed
as of May 1, 2008.
TRANSAMERICA SERIES TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, General Counsel
and Secretary
TRANSAMERICA FUND SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
AMENDMENT TO ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT BETWEEN
AEGON/TRANSAMERICA SERIES FUND, INC.
AND AEGON/TRANSAMERICA FUND SERVICES, INC.
THIS AMENDMENT is made as of May 1, 2005 to the Administrative Services and
Transfer Agency Agreement dated January 1, 1997, as amended, (the "Agreement"),
between AEGON/Transamerica Series Fund, Inc. (the "Fund"), and
AEGON/Transamerica Fund Services, Inc (the "Transfer Agent"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. REDOMICILING AND NAME CHANGE OF THE FUND. On May 1, 2005,
AEGON/Transamerica Series Fund, Inc. was reorganized from a Maryland
Corporation to a Delaware statutory trust of the series type, and changed
its name to AEGON/Transamerica Series Trust. Accordingly, any reference to
AEGON/Transamerica Series Fund, Inc. as a Maryland Corporation will now be
revised to mean AEGON/Transamerica Series Trust ("ATST"), a Delaware
statutory trust.
2. NAME CHANGE OF THE TRANSFER AGENT. Any reference to AEGON/Transamerica Fund
Services, Inc. (formerly, WRL Investment Services, Inc.) will now be
revised to mean Transamerica Fund Services, Inc. ("TFS"), in reference to a
name change, effective January 1, 2005.
In all other respects, the Administrative Services and Transfer Agency Agreement
dated January 1, 1997, as amended, is confirmed and remains in full force and
effect.
The parties hereto have executed this Amendment as of the date first written
above.
AEGON/TRANSAMERICA SERIES TRUST
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
------------------------------------
T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
Vice President
TRANSAMERICA FUND SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇. Vice President - Operations
AMENDMENT TO ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT BETWEEN WRL
SERIES FUND, INC. AND WRL INVESTMENT SERVICES, INC.
THIS AMENDMENT is made as of May 1, 2001 to the Administrative Services and
Transfer Agency Agreement dated January 1, 1997 (the "AGREEMENT"), between WRL
Series Fund, Inc. (the "Fund"), a Maryland corporation, and WRL Investment
Services, Inc., a Florida corporation. In consideration of the mutual covenants
contained herein, the parties agree as follows:
3. FUND NAME. Any references to WRL Series Fund, Inc. will now be revised to
mean AEGON/Transamerica Series Fund, Inc., a Maryland corporation, in
response to the name change of this Fund, effective May 1, 2001.
4. SERVICE PROVIDER NAME. Any references to WRL Investment Services, Inc. as
the administrative services company and/or the transfer agent to the Fund
will now be revised to mean AEGON/Transamerica Fund Services, Inc., a
Florida corporation, in response to the name change of this service
provider, effective May 1, 2001.
This Agreement amends all prior written agreements between the parties relating
to the subject matter hereof, and all such prior agreements are deemed amended
upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
Attest: AEGON/TRANSAMERICA SERIES FUND, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- ------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Vice President, Secretary & Counsel
Assistant Secretary
Attest: AEGON/TRANSAMERICA FUND SERVICES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- ------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Vice President, Secretary & Counsel
Assistant Secretary
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 ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, 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.
- The services of personnel to supervise and perform all
administrative, clerical, recordkeeping and bookkeeping
services of the Fund, including acting as registrar for the
Fund and recording the ownership of Fund shares and changes
in or transfers of such ownership;
- 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;
- Preparation and filing of all returns and reports in
connection with federal, state and local taxes;
- Shareholder relations functions, including preparation of
notices to shareholders;
- 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;
- All other matters relating to the operation of the
Portfolios, other than investment management and
distribution functions;
- Supervise and coordinate the Fund's custodian and its
dividend disbursing agent and monitor their service to each
Portfolio;
- Assist each Portfolio in preparing reports to shareholders;
and
- Provide office space, telephones and other office equipment
as necessary in order for WRL Services to perform
administrative services to the Fund and 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
terms, 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 the 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 an 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 supercedes all prior written
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 written above.
Attest: WRL SERIES FUND, INC.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- ------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman of
Assistant Vice President and the Board and President
Assistant Secretary
Attest: WRL INVESTMENT SERVICES, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President and
Secretary, Vice President and Treasurer
General Counsel
