by and among
INVESTMENT DIMENSIONS GROUP INC.,
DIMENSIONAL FUND ADVISORS INC.,
DFA SECURITIES INC.
THIS AGREEMENT, made and entered into this day of January, 2005, by and
among Transamerica Life Insurance Company ("Company"), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time (individually, an "Account" and collectively, the
"Accounts"); DFA Investment Dimensions Group Inc. ("Fund"); the Funds investment adviser, Dimensional Fund Advisors Inc. ("Adviser"); and DFA Securities Inc. ("DFAS") (individually, a "Party"
and collectively, the "Parties").
The Company, the Fund, the Adviser and DFAS, intending to be legally bound, hereby agree as
Sales of Shares/Procedures
Shares of the respective portfolios ("Portfolios") of the Fund listed on Schedule 1.1 hereto,
as amended from time to time by the Parties, shall be sold by the Fund through its agent DFAS, and purchased by the Company for the appropriate subaccount of each Account, at the net asset value next computed after receipt by the Fund or its
designee of each order of the Accounts, in accordance with the provisions of this Agreement, the then current prospectus(es) of the Portfolios, and the variable annuity contracts and variable life insurance contracts that use the Portfolios as an
underlying investment medium ("Contracts").
Transmission of Instructions For each Portfolio and for each Account maintained by the Company with such
Portfolio, the Company shall transmit to National Securities Clearing Corporation ("NSCC") (which shall forward the information to the transfer agent of the Fund), no more than two aggregate purchase orders as follows:
a purchase order for the Accounts expressed in dollars (sent via NSCCs DCC&S System); and
a purchase order for the Accounts expressed in shares (sent via NSCCs DCC&S System);
and no more than two aggregate redemption orders as follows:
a redemption order for the Accounts expressed in dollars (sent via NSCCs DCC&S System); and
a redemption order for the Accounts expressed in shares (sent via NSCCs DCC&S System);
each of which reflects the aggregated effect of all purchases and all redemptions of shares of the Portfolios in such
categories, based upon instructions from each Account (collectively, "Instructions") received prior to the Close of Trading on a given Business Day ("Trade Date"). "Close of Trading" shall mean 4:00 p.m. Eastern Time on
a Business Day or such other time as the net asset value of a Portfolio is calculated, as
disclosed in the then current prospectus(es) of the Portfolios. "Business Day" shall mean, unless otherwise noted in this Agreement, any day on which the New York Stock Exchange (the
"NYSE") is open for trading and on which a Portfolio calculates its net asset value pursuant to the rules of the Securities and Exchange Commission ("SEC"). "Business Day," for the purposes of this Section 1.1(a), shall
also include any day on which the NSCCs DCC&S System and the Federal Reserve Wire Transfer System is open to transmit and settle orders, even if the NYSE is closed for trading on such day.
On any given Business Day, the Company shall accept Instructions in proper form from an Account up to the Close of Trading, but in no event
shall the Company accept Instructions that have been received by the Company after the Close of Trading on such Business Day. Instructions received in proper form by the Company after the Close of Trading on any Business Day shall be treated as if
accepted on the next following Business Day. Each transmission of Instructions by the Company will constitute a representation that all purchase and redemption orders from the Accounts were received by the Company prior to 4:00 p.m. Eastern Time or
the close of the NYSE, whichever is earlier, on the Business Day on which the purchase or redemption orders are transmitted, in accordance with Rule 22c-1 under the Investment Company Act of 1940, as