485BPOS 1 d485bpos.htm 485BPOS 485BPOS
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As filed with the Securities and Exchange Commission on April 26, 2007.

Registration No. 333-110048

811-07793


 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FLEXIBLE PREMIUM VARIABLE ANNUITY – E

 

FORM N-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933  x

Pre-Effective Amendment No  

Post-Effective Amendment No. 6

 

and

 

REGISTRATION STATEMENT

Under

THE INVESTMENT COMPANY ACT OF 1940  x

Amendment No. 7

 


 

SEPARATE ACCOUNT VA QNY

(Exact Name of Registrant)

 

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

(Name of Depositor)

 


 

4 Manhattanville Road

Purchase, NY 10577

(Address of Depositor’s Principal Executive Offices)

 

Depositor’s Telephone Number: 319-355-8330

 


 

Darin D. Smith, Esq.

Transamerica Financial Life Insurance Company

4333 Edgewood Road, N.E.

Cedar Rapids, IA 52499-4240

(Name and Address of Agent for Service)

 


 

Copy to:

Fred R. Bellany, Esq.

Sutherland, Asbill and Brennan LLP

1275 Pennsylvania Avenue, N.W.

Washington, D.C. 20004-2415

 



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Title of Securities Being Registered: Flexible Premium Variable Annuity Policies

 

It is proposed that this filing become effective:

 

¨ immediately upon filing pursuant to paragraph (b) of Rule 485

 

x on May 1, 2007 pursuant to paragraph (b) of Rule 485

 

¨ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

 

¨ on                      pursuant to paragraph (a)(1) of Rule 485

 

If appropriate, check the following box:

 

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment

 

 

 


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FLEXIBLE PREMIUM VARIABLE ANNUITY - E

Issued Through

SEPARATE ACCOUNT VA QNY

by

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

Prospectus

May 1, 2007

This flexible premium deferred annuity policy has many investment choices. There is a separate account that currently offers various underlying fund portfolios. There is also a fixed account, which offers interest at rates that are guaranteed by Transamerica Financial Life Insurance Company (Transamerica). You can choose any combination of these investment choices. You bear the entire investment risk for all amounts you put in the separate account.

This prospectus and the underlying fund portfolio prospectuses give you important information about the policies and the underlying fund portfolios. Please read them carefully before you invest and keep them for future reference.

If you would like more information about the Flexible Premium Variable Annuity - E, you can obtain a free copy of the Statement of Additional Information (SAI) dated May 1, 2007. Please call us at (800) 525-6205 or write us at: Transamerica Financial Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Rd. N.E., Cedar Rapids, Iowa, 52499. A registration statement, including the SAI, has been filed with the Securities and Exchange Commission (SEC) and the SAI is incorporated herein by reference. More information about the variable annuity can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains the prospectus, the SAI, material incorporated by reference, and other information. The table of contents of the SAI is included at the end of this prospectus.

Please note that the policies and the separate account investment choices:

 

 

are not bank deposits

 

 

are not federally insured

 

 

are not endorsed by any bank or government agency

 

 

are not guaranteed to achieve their goal

 

 

are subject to risks, including loss of premium

The Securities and Exchange Commission has not approved or disapproved these securities, or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


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PORTFOLIOS ASSOCIATED WITH THE SUBACCOUNTS

AEGON/Transamerica Series Trust – Service Class

Portfolio Construction Manager: Morningstar Associates, LLC

Asset Allocation – Conservative Portfolio

Asset Allocation – Moderate Portfolio

Asset Allocation – Moderate Growth Portfolio

Subadvised by Transamerica Investment Management, LLC

Transamerica Money Market

 

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TABLE OF CONTENTS

 

  GLOSSARY OF TERMS    4
  SUMMARY    5
  ANNUITY POLICY FEE TABLE AND EXPENSE EXAMPLES    8

1.

  THE ANNUITY POLICY    10

2.

  PURCHASE    10
  Policy Issue Requirements    10
  Premium Payments    10
  Initial Premium Requirements    10
  Additional Premium Payments    11
  Maximum Total Premium Payments    11
  Allocation of Premium Payments    11
  Policy Value    11

3.

  INVESTMENT CHOICES    11
  The Separate Account    11
  Selection of Underlying Portfolios    12
  The Fixed Account    13
  Transfers    13
  Market Timing and Disruptive Trading    14

4.

  PERFORMANCE    16

5.

  EXPENSES    17
  Mortality and Expense Risk Fees    17
  Administrative Charges    17
  Premium Taxes    17
  Federal, State and Local Taxes    17
  Special Service Fees    17
  Transfer Fee    17
  Income Select for Life Rider and Additional Option Fees    18
  Portfolio Fees and Expenses    18
  Revenue We Receive    18

6.

  ACCESS TO YOUR MONEY    19
  Surrenders    19
  Delay of Payment and Transfers    20

7.

  ANNUITY PAYMENTS (THE INCOME PHASE)    20
  Annuity Payment Options    20

8.

  DEATH BENEFIT    22
  When We Pay A Death Benefit    22
  When We Do Not Pay A Death Benefit    22
  Deaths After the Annuity Commencement Date    22
  Succession of Ownership    22
  Amount of Death Benefit    22

9.

  TAXES    23
  Annuity Policies in General    23
  Qualified and Nonqualified Policies    23
  Surrenders—Qualified Policies    24
  Surrenders—403(b) Policies    24
  Surrenders—Nonqualified Policies    25
  Taxation of Death Benefit Proceeds    25
  Annuity Payments    25
  Guaranteed Minimum Withdrawal Benefits    26
  Diversification and Distribution Requirements    26
  Federal Estate Taxes    26
  Generation-Skipping Transfer Tax    26
  Annuity Purchases by Residents of Puerto Rico    26
  Annuity Contracts Purchased by Nonresident Aliens and Foreign Corporations    27
  Transfers, Assignments or Exchanges of Policies    27
  Possible Tax Law Changes    27
  Separate Account Charges    27
  Foreign Tax Credits    27

10.

  ADDITIONAL FEATURES    27
  Systematic Payout Option    27
  Dollar Cost Averaging Program    28
  Asset Rebalancing    29
  Income Select for Life    29

11.

  OTHER INFORMATION    34
  Ownership    34
  Assignment    34
  Transamerica Financial Life Insurance Company    34
  The Separate Account    34
  Mixed and Shared Funding    34
  Exchanges and Reinstatements    35
  Voting Rights    35
  Distributor of the Policies    35
  IMSA    37
  Legal Proceedings    37
  TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION    38

 

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GLOSSARY OF TERMS

Accumulation Unit—An accounting unit of measure used in calculating the policy value in the separate account before the annuity commencement date.

Annuitant—The person on whose life any annuity payments involving life contingencies will be based.

Annuity Commencement Date—The date upon which annuity payments are to commence. In no event can this date be (1) later than the last day of the month following the month in which the Annuitant attains age 90, or 10 years from the Policy Date if later, or (2) earlier than the first day of the calendar month coinciding with or next following the first Policy Anniversary. The annuity commencement date may have to be earlier for qualified policies and may be earlier if required by state law.

Annuity Payment Option—A method of receiving a stream of annuity payments selected by the owner.

Cash Value—The policy value less service charge and premium tax charge if any.

Fixed Account—One or more investment choices under the policy that are part of Transamerica’s general assets and are not in the separate account.

Guaranteed Period Options—The guaranteed interest rate periods of the fixed account which Transamerica may offer and into which premium payments may be paid or amounts transferred.

Owner—The person who may exercise all rights and privileges under the policy. The owner during the lifetime of the annuitant and prior to the annuity commencement date is the person designated as the owner or a successor owner in the information provided to us to issue a policy.

Policy Date—The date shown on the policy data page attached to the policy and the date on which the policy becomes effective.

Policy Value—On or before the annuity commencement date, the policy value is equal to the owner's:

 

 

premium payments; minus

 

 

gross partial surrenders; plus

 

 

interest credited in the fixed account; plus

 

 

accumulated gains in the separate account; minus

 

 

accumulated losses in the separate account; minus

 

 

premium taxes, transfer fees, and other charges, if any.

Policy Year—A year begins on the policy date and each anniversary thereafter.

Separate Account—Separate Account QNY, a separate account established and registered as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”), to which premium payments under the policies may be allocated.

Subaccount—A subdivision within the separate account, the assets of which are invested in specified underlying fund portfolios.

You (Your, Policy Owner)—the owner of the policy.

 

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SUMMARY

The sections in this summary correspond to sections in this prospectus, which discuss the topics in more detail.

 

1. THE ANNUITY POLICY

The flexible premium deferred variable annuity policy offered by Transamerica Financial Life Insurance Company (Transamerica, we, us, or our) provides a way for you to invest on a tax-deferred basis in the following investment choices: various subaccounts and the fixed account. The policy is intended to accumulate money for retirement or other long-term investment purposes.

This policy currently offers the subaccounts in the separate account that are listed in Section 3. Each subaccount invests exclusively in shares of one of the underlying fund portfolios. The policy value may depend on the investment experience of the selected subaccounts. Therefore, you bear the entire investment risk with respect to all policy value in any subaccount. You could lose the amount that you invest.

The fixed account offers an interest rate that Transamerica guarantees.

The policy, like all deferred annuity policies, has two phases: the “accumulation phase” and the “income phase.” During the accumulation phase, earnings accumulate on a tax-deferred basis and are taxed as ordinary income when you take them out of the policy. The income phase occurs when you begin receiving regular annuity payments from your policy. The money you can accumulate during the accumulation phase will largely determine the payments you receive during the income phase.

 

2. PURCHASE

You can buy a nonqualified policy with $5,000 or more, and a qualified policy with $1,000 or more, under most circumstances. You can add as little as $50 at any time during the accumulation phase. See Section 2 – Purchase for information on purchasing the policy.

 

3. INVESTMENT CHOICES

You can allocate your premium payments to one or more of the following underlying fund portfolios described in the underlying fund portfolio prospectuses:

Asset Allocation – Conservative Portfolio – Service Class

Asset Allocation – Moderate Portfolio – Service Class

Asset Allocation – Moderate Growth Portfolio – Service Class

Transamerica Money Market – Service Class

Depending upon their investment performance, you can make or lose money in any of the subaccounts.

You can also allocate your premium payments to the fixed account.

We currently allow you to transfer money between any of the investment choices during the accumulation phase. We reserve the right to impose a $10 fee for each transfer in excess of 12 transfers per policy year and to impose restrictions and limitations on transfers.

 

4. PERFORMANCE

The value of the policy will vary up or down depending upon the investment performance of the subaccounts you choose.

 

5. EXPENSES

No deductions are made from premium payments at the time you buy the policy so that the full amount of each premium payment is invested in your investment choices.

 

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We deduct daily mortality and expense risk fees and administrative charges at an annual rate of 0.65%.

Upon full surrender, payment of a death benefit, or when annuity payments begin, we will deduct state premium taxes, if applicable.

If you elect the Income Select for Life Rider and any combination of Additional Options, there is a rider fee, which ranges from 0.40% to 0.90% of the total withdrawal base on each rider anniversary.

The value of the net assets of the subaccounts will reflect the management fee and other expenses incurred by the underlying fund portfolios.

 

6. ACCESS TO YOUR MONEY

You can generally take out $500 or more anytime during the accumulation phase (except under certain qualified policies).

You may have to pay income tax and a tax penalty on any money you take out.

Access to amounts held in qualified policies may be restricted or prohibited.

Surrenders are not generally permitted during the income phase, although you will generally be receiving annuity payments.

 

7. ANNUITY PAYMENTS (THE INCOME PHASE)

The policy allows you to receive income under one of several annuity payment options. You may choose from fixed payment options, variable payment options, or a combination of both. If you select a variable payment option, the dollar amount of your payments may go up or down.

 

8. DEATH BENEFIT

If you are both the owner and the annuitant and you die before the income phase begins, then your beneficiary will receive a death benefit. If an owner is not the annuitant, no death benefit is paid if the owner dies.

Naming different persons as owner and annuitant can affect whether the death benefit is payable and to whom amounts will be paid. Use care when naming owners, annuitants and beneficiaries, and consult your agent if you have questions.

 

9. TAXES

Earnings, if any, are generally not taxed until taken out. If you take money out of a nonqualified policy during the accumulation phase, earnings come out first for federal tax purposes, and are taxed as ordinary income. For nonqualified and certain qualified policies, payments during the income phase may be considered partly a return of your original investment so that part of each payment may not be taxable as income. For qualified policies, payments during the income phase are, in many cases, considered as all taxable income. If you are younger than 59 1/2 when you take money out, you may incur a 10% federal penalty tax on the taxable earnings.

 

10. ADDITIONAL FEATURES

This policy has additional features that might interest you. These include, but are not limited to, the following:

 

 

You can arrange to have money automatically sent to you monthly, quarterly, semi-annually or annually while your policy is in the accumulation phase. This feature is referred to as the “Systematic Payout Option” or “SPO.” Amounts you receive may be included in your gross income, and in certain circumstances, may be subject to penalty taxes.

 

 

You may elect an optional rider which provides you with a guaranteed minimum withdrawal benefit if you invest in certain designated funds. This feature is called “Income Select for Life.” There is an extra charge for this rider.

 

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You can arrange to automatically transfer money (at least $500 per transfer) monthly or quarterly from certain investment choices into one or more subaccounts. This feature is known as “Dollar Cost Averaging.”

 

 

We will, upon your request, automatically transfer amounts among the subaccounts on a regular basis to maintain a desired allocation of the policy value among the various subaccounts. This feature is called “Asset Rebalancing.”

These features may not each be available in combination with other optional benefits under the policy, and may not be suitable for your particular situation.

 

11. OTHER INFORMATION

Right to Cancel Period. You may return your policy for a refund within 20 days after you receive it. The amount of the refund will be the total of all premium payments made and the accumulated gains or losses in the policy value, if any. Please note we will not credit interest on amounts allocated to the fixed account. We will pay the refund within 7 days after we receive written notice of cancellation and the returned policy at our administrative and service office within the applicable time period. The policy will then be deemed void.

No Probate. Usually, the person receiving the death benefit under this policy will not have to go through probate. State laws vary on how the amount that may be paid is treated for estate tax purposes.

Who should purchase the Policy? This policy is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes; and for persons who have maximized their use of other retirement savings methods, such as 401(k) plans. The tax-deferred feature is most attractive to people in high federal and state tax brackets. The tax deferral features of variable annuities are unnecessary when purchased to fund a qualified plan. You should not buy this policy if you are looking for a short-term investment, are market timing, or if you cannot take the risk of losing the money that you put in.

There are various fees and charges associated with variable annuities. You should consider whether the features and benefits of this policy, unique to variable annuities, such as the opportunity for lifetime income payments, a guaranteed death benefit, and the guaranteed level of certain charges, make this policy appropriate for your needs.

Financial Statements. Financial Statements for Transamerica are in the SAI. The subaccounts of the separate account had not commenced operations as of December 31, 2006, therefore there are no separate account financial statements.

 

12. INQUIRIES

If you need more information or want to make a transaction, please contact us at our Administrative and Service Office:

Administrative and Service Office

Attention: Customer Care Group

Transamerica Financial Life Insurance Company

4333 Edgewood Rd. N.E

Cedar Rapids, IA 52499

You may check your policy at www.transamericaservice.com Follow the logon procedures. You will need your pre-assigned Personal Identification Number (“PIN”) to access information about your policy. We cannot guarantee that you will be able to access this site.

You should protect your PIN, because on-line options may be available and could be made by anyone who knows your PIN. We may not be able to verify that the person providing instructions using your PIN is you or someone authorized by you.

 

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ANNUITY POLICY FEE TABLE AND EXPENSE EXAMPLES(1)

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the policy during the accumulation phase. The first table describes the fees and expenses that you will pay at the time that you buy the policy, surrender the policy, or transfer cash value between investment choices.

 

Policy Owner Transaction Expenses:

  

Sales Load On Purchase Payments

   0%

Maximum Surrender Charge (as a % of premium payments surrendered)

   0%

Transfer Fee(2)

   $0 - $10

Special Service Fee

   $0 - $25

The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including portfolio fees and expenses.

 

Annual Service Charge

     $ 0-$30 per policy  

Separate Account Annual Expenses (as a percentage of average account value):

    

Base Separate Account Expenses:

    

Mortality and Expense Risk Fee

       0.50 %

Administrative Charge

       0.15 %

Total Base Separate Account Annual Expenses(3)

       0.65 %

Annual Optional Rider Fees:

   Single Life Option     Joint Life Option  

Income Select for Life Rider – base benefit(4)

   0.40 %     0.60 %

Additional Benefits available with the Income Select for Life Rider

    

Growth(5)

   0.25 %     Not Available  

Death(5)

   0.25 %     0.20 %

Total Income Select for Life Rider Fees with Highest Combination of Benefits

   0.90 %     0.80 %

The next item shows the lowest and highest total operating expenses charged by the underlying fund portfolios for the year ended December 31, 2006 (before any fee waiver or expense reimbursements). Expenses may be higher or lower in future years. More detail concerning each portfolio fees and expenses is contained in the prospectus for each portfolio.

 

Total Portfolio Annual Operating Expenses(6):

   Lowest     Highest  

Expenses that are deducted from portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses

   0.65 %   1.26 %

The following Example is intended to help you compare the costs of investing in the policy with the cost of investing in other variable annuity policies. These costs include policy owner transaction expenses, policy fees, separate account annual expenses, and portfolio fees and expenses.

The Example assumes that you invest $10,000 in the policy for the time periods indicated. The Example also assumes that your investment has a 5% return each year, the highest fees and expenses of any of the portfolios for the year ended December 31, 2006, and the base policy with Income Select for Life with all additional benefits. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

Example(7)

   1 Year    3 Years

If the policy is surrendered at the end of the applicable time period

   290    883

If the policy is annuitized at the end of the applicable time period or if you do not surrender your policy

   290    883

 

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Please remember that the Example is an illustration and does not represent past or future expenses. Your actual expenses may be lower or higher than those shown. Similarly, your rate of return may be more or less than the 5% assumed in the Example.

For information concerning compensation paid for the sale of the policies, see “Distributor of the Policies.”

 

(1)

The fee table applies to the accumulation phase. During the income phase the fees may be different than those described in the Fee Table. See Section 5, Expenses.

 

(2)

The transfer fee, if any is imposed, applies to each policy, regardless of how policy value is allocated among the investment choices. There is no fee for the first 12 transfers per policy year. For additional transfers, Transamerica may charge a fee of $10 per transfer.

 

(3)

This reflects the base separate account expenses, but does not include any annual optional rider fees.

 

(4)

The fee is a percentage of the total withdrawal base.

 

(5)

The fee is the percentage of the total withdrawal base and is in addition to the Income Select for Life Rider base benefit fee.

 

(6)

The fee table information relating to the underlying fund portfolios is for the year ending December 31, 2006 (unless otherwise noted) and was provided to Transamerica by the underlying fund portfolios, their investment advisers or managers. Transamerica has not and cannot independently verify the accuracy or completeness of such information. Actual future expenses of the portfolios may be greater or less than those shown in the Table.

 

(7)

The Example does not reflect transfer fees. Different fees and expenses not reflected in the Example may be assessed during the income phase of the policy.

 

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1. THE ANNUITY POLICY

This prospectus describes the Flexible Premium Variable Annuity—E policy offered by Transamerica Financial Life Insurance Company.

An annuity is a contract between you, the owner, and an insurance company (in this case, Transamerica), where the insurance company promises to pay you an income in the form of annuity payments. These payments begin on a designated date, referred to as the annuity commencement date. Until the annuity commencement date, your annuity is in the accumulation phase and the earnings (if any) are tax deferred. Tax deferral means you generally are not taxed on your annuity until you take money out of your annuity. After you annuitize, your annuity switches to the income phase.

The policy is a flexible premium variable annuity. You can use the policy to accumulate funds for retirement or other long-term financial planning purposes. Your individual investment and your rights are determined primarily by your own policy.

The policy is a “flexible premium” annuity because after you purchase it, you can generally make additional investments of $50 or more until the annuity commencement date. You are not required to make any additional investments.

The policy is a “variable” annuity because the value of your investments can go up or down based on the performance of your investment choices. If you invest in the separate account, the amount of money you are able to accumulate in your policy during the accumulation phase depends upon the performance of your investment choices. You could lose the amount that you allocate to the separate account. The amount of annuity payments you receive during the income phase from the separate account also depends upon the investment performance of your investment choices for the income phase.

The policy also contains a fixed account. The fixed account offers interest at rates that we guarantee will not decrease during the selected guaranteed period. There may be different interest rates for each different guaranteed period that you select.

 

2. PURCHASE

Policy Issue Requirements

Transamerica will not issue a policy unless:

 

 

Transamerica receives at our administrative and service office all information needed to issue the policy;

 

 

Transamerica receives at our administrative and service office a minimum initial premium payment; and

 

 

The annuitant, owner, and any joint owner are age 90 or younger (may be lower for qualified policies).

We reserve the right to reject any application or premium payment.

Premium Payments

You should make checks for premium payments payable only to Transamerica Financial Life Insurance Company and send them to the administrative and service office. Your check must be honored in order for Transamerica to pay any associated payments and benefits due under the policy.

Initial Premium Requirements

The initial premium payment for nonqualified policies must be at least $5,000, and at least $1,000 for qualified policies. There generally is no minimum initial premium payment for policies issued under section 403(b) of the Internal Revenue Code; however, your premium must be received within 90 days of the policy date or your policy will be canceled. We will credit your initial premium payment to your policy within two business days after the day we receive it and your complete policy information. If we are unable to credit your initial premium payment, we will contact you within five business days and explain why. We will also return your initial premium payment at that time unless you let us keep it and credit it as soon as possible.

 

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The date on which we credit your initial premium payment to your policy is generally the policy date. The policy date is used to determine policy years, policy months and policy anniversaries.

There may be delays in our receipt of applications that are outside of our control (for example, because of the failure of the selling broker/dealer or sales agent to forward the application to us promptly, or because of delays in determining that the policy is suitable for you). Any such delays will affect when your policy can be issued and your premium allocated among your investment choices.

Additional Premium Payments

You are not required to make any additional premium payments. However, you can make additional premium payments as often as you like during the accumulation phase. Additional premium payments must be at least $50. We will credit additional premium payments to your policy as of the business day we receive your premium and required information. Additional premium payments must be received before the New York Stock Exchange closes to get the same-day pricing of the additional premium payment.

Maximum Total Premium Payments

Cumulative premium payments above $1,000,000 for issue ages 0-80 require prior approval by Transamerica. For issue ages over 80, cumulative premium payments above $500,000 require prior approval by Transamerica.

Allocation of Premium Payments

When you purchase a policy, we will allocate your premium payment to the investment choices you select. Your allocation must be in whole percentages and must total 100%. We will allocate additional premium payments the same way, unless you request a different allocation.

If you allocate premium payments to the dollar cost averaging program, you must give us instructions regarding the subaccount(s) to which transfers are to be made or we cannot accept your premium payment.

You may change allocations for future additional premium payments by sending written instructions to our administrative and service office. The allocation change will apply to premium payments received on or after the date we receive the change request.

You could lose the amount you allocate to the variable subaccounts.

Transamerica reserves the right to restrict or refuse any premium payment.

Policy Value

You should expect your policy value to change from valuation period to valuation period. A valuation period begins at the close of regular trading on the New York Stock Exchange on each business day and ends at the close of regular trading on the next succeeding business day. A business day is each day that the New York Stock Exchange is open. The New York Stock Exchange generally closes at 4:00 p.m. Eastern time. Holidays are generally not business days.

 

3. INVESTMENT CHOICES

The Separate Account

The following variable subaccounts are available under the policy for new investors. The subaccounts invest in shares of the various underlying fund portfolios. The companies that provide investment advice and administrative services for the underlying fund portfolios offered through this policy are listed below. The following variable investment choices are currently offered through this policy:

AEGON/Transamerica Series Trust – Service Class

Portfolio Construction Manager: Morningstar Associates, LLC

Asset Allocation – Conservative Portfolio

Asset Allocation – Moderate Portfolio

Asset Allocation – Moderate Growth Portfolio

 

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Subadvised by Transamerica Investment Management, LLC

Transamerica Money Market

The general public may not purchase shares of these underlying fund portfolios. The names and investment objectives and policies may be similar to other portfolios managed by the same investment adviser or manager that are sold directly to the public. You should not expect the investment results of the underlying fund portfolios to be the same as those of other portfolios.

More detailed information, including an explanation of the portfolio's fees and investment objectives, may be found in the current prospectuses for the underlying funds portfolios, which accompany this prospectus. You should read the prospectuses for the underlying fund portfolios carefully before you invest.

Selection of Underlying Portfolios

The underlying fund portfolios offered through this product are selected by Transamerica, and Transamerica may consider various factors, including, but not limited to, asset class coverage, the strength of the adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor that we may consider is whether the underlying fund portfolio or its service providers (e.g., the investment adviser or sub-advisers) or its affiliates will make payments to us or our affiliates. For additional information about these arrangements, see “Revenue We Receive.” We review the underlying fund portfolios periodically and may remove an underlying fund portfolio, or limit its availability to new premiums and/or transfers of cash value if we determine that an underlying fund portfolio no longer satisfies one or more of the selection criteria, and/or if the underlying fund portfolio has not attracted significant allocations from owners. We have included the AEGON/Transamerica Series Trust (“ATST”) underlying fund portfolios at least in part because they are managed by one of our affiliates, Transamerica Fund Advisor’s, Inc. (“TFAI”).

We have developed this variable annuity product in cooperation with one or more distributors, and have included certain underlying fund portfolios based on their recommendations; their selection criteria may differ from our selection criteria.

You are responsible for choosing the subaccounts which invest in the underlying fund portfolios, and the amounts allocated to each, that are appropriate for your own individual circumstances and your investment goals, financial situation, and risk tolerance. Since investment risk is borne by you, decisions regarding investment allocations should be carefully considered.

In making your investment selections, we encourage you to thoroughly investigate all of the information regarding the underlying fund portfolios that is available to you, including each underlying fund portfolio's prospectus, statement of additional information and annual and semi/annual reports. Other sources such as the Fund’s website or newspapers and financial and other magazines provide more current information, including information about any regulatory actions or investigations relating to a Fund or underlying fund portfolio. After you select underlying fund portfolios for your initial premium, you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.

You bear the risk of any decline in the cash value of your policy resulting from the performance of the underlying fund portfolios you have chosen.

We do not recommend or endorse any particular underlying fund portfolio and we do not provide investment advice.

We do not guarantee that any of the subaccounts will always be available for premium payments, allocations, or transfers. See the SAI for more information concerning the possible addition, deletion, or substitution of investments.

We also reserve the right to limit the number of subaccounts you are invested in at any one time.

 

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The Fixed Account

Premium payments allocated and amounts transferred to the fixed account become part of Transamerica’s general account. Interests in the general account have not been registered under the Securities Act of 1933 (the ''1933 Act''), nor is the general account registered as an investment company under the 1940 Act. Accordingly, neither the general account nor any interests therein are generally subject to the provisions of the 1933 or 1940 Acts.

While we do not guarantee that the fixed account will always be available for investment, we guarantee that the interest credited to the fixed account will not be less than the guaranteed minimum effective annual interest rate shown on your policy specification page (the “guaranteed minimum”). We determine credited rates, which are guaranteed for at least one year, in our sole discretion. You bear the risk that we will not credit interest greater than the guaranteed minimum. At the end of a guaranteed period option, the value in that guaranteed period option will automatically be transferred into a new guaranteed period option of the same length (or the next shorter period if the same period is no longer offered) at the current interest rate for that period. You can transfer to another investment choice by giving us notice within 30 days before the end of the expiring guaranteed period.

We also guarantee that upon full surrender your cash value attributable to the fixed account will not be less than the amount required by the applicable nonforfeiture law at the time the policy is issued.

If you select the fixed account, your money will be placed with Transamerica’s other general assets. The amount of money you are able to accumulate in the fixed account during the accumulation phase depends upon the total interest credited. The amount of annuity payments you receive during the income phase from the fixed portion of your policy will remain level for the entire income phase.

We reserve the right to refuse any premium payment to the fixed account.

Transfers

During the accumulation phase, you may make transfers to or from any subaccount or to the fixed account within certain limitations.

Transfers out of a guaranteed period option of the fixed account are limited to the following:

 

 

Transfers at the end of a guaranteed period.

 

 

Transfers of amounts equal to interest credited. This may affect your overall interest-crediting rate, because transfers are deemed to come from the oldest premium payment first.

 

 

Transfers of other amounts from the guaranteed period option prior to the end of the guaranteed period option are limited to 25% of the policy value in that guaranteed period option, less any previous transfer during the current policy year.

Each transfer must be at least $500, or the entire subaccount value. Transfers of interest from a guaranteed period option of the fixed account, must be at least $50. If less than $500 remains, as a result of the transfer, then we reserve the right to include that amount in the transfer. Transfers must be received while the New York Stock Exchange is open to get same-day pricing of the transaction.

We reserve the right to prohibit transfers to the fixed account.

The number of transfers permitted may be limited and a $10 charge per transfer may apply.

During the income phase, you may transfer values out of any subaccount; however, you cannot transfer values out of the fixed account. The minimum amount that can be transferred during this phase is the lesser of $10 of monthly income, or the entire monthly income of the annuity units in the subaccount from which the transfer is being made.

 

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Market Timing and Disruptive Trading

Statement of Policy. This variable insurance product was not designed for the use of market timers or frequent or disruptive traders. Such transfers may be harmful to the underlying fund portfolios and increase transaction costs.

Market timing and disruptive trading among the subaccounts or between the subaccounts and the fixed account can cause risks with adverse effects for other policy owners (and beneficiaries and underlying fund portfolios). These risks and harmful effects include:

 

(1) dilution of the interests of long-term investors in a subaccount if purchases or transfers into or out of an underlying fund portfolio are made at prices that do not reflect an accurate value for the underlying fund portfolio’s investments (some market timers attempt to do this through methods known as “time-zone arbitrage” and “liquidity arbitrage”);

 

(2) an adverse effect on portfolio management, such as:

 

  (a) impeding a portfolio manager’s ability to sustain an investment objective;

 

  (b) causing the underlying fund portfolio to maintain a higher level of cash than would otherwise be the case; or

 

  (c) causing an underlying fund portfolio to liquidate investments prematurely (or otherwise at an inopportune time) in order to pay withdrawals or transfers out of the underlying fund portfolio; and

 

(3) increased brokerage and administrative expenses.

These costs are borne by all policy owners invested in those subaccounts, not just those making the transfers.

We have developed policies and procedures with respect to market timing and disruptive trading (which vary for certain subaccounts at the request of the corresponding underlying fund portfolios) and we do not make special arrangements or grant exceptions to accommodate market timing or disruptive trading. As discussed herein, we cannot detect or deter all market timing or potentially disruptive trading. Do not invest with us if you intend to conduct market timing or potentially disruptive trading.

Detection. We employ various means in an attempt to detect and deter market timing and disruptive trading. However, despite our monitoring we may not be able to detect nor halt all harmful trading. In addition, because other insurance companies (and retirement plans) with different policies and procedures may invest in the underlying fund portfolios, we cannot guarantee that all harmful trading will be detected or that an underlying fund portfolio will not suffer harm from market timing and disruptive trading among subaccounts of variable products issued by these other insurance companies or retirement plans.

Deterrence. If we determine you are engaged in market timing or disruptive trading, we may take one or more actions in an attempt to halt such trading. Your ability to make transfers is subject to modification or restriction, if we determine, in our sole discretion, that your exercise of transfer privilege may disadvantage or potentially harm the rights or interests of other policy owners (or others having an interest in the variable insurance products). As described below, restrictions may take various forms, but under our current policies and procedures will include loss of expedited transfer privileges. We consider transfers by telephone, fax, overnight mail, or the Internet to be “expedited” transfers. This means that we would accept only written transfer requests with an original signature transmitted to us only by U.S. mail. We may also restrict the transfer privileges of others acting on your behalf, including your registered representative or an asset allocation or investment advisory service.

We reserve the right to reject any premium payment or transfer request from any person without prior notice, if, in our judgment, (1) the payment or transfer, or series of transfers, would have a negative impact on an underlying fund portfolio's operations, or (2) if an underlying fund portfolio would reject or has rejected our purchase order or has instructed us not to allow that purchase or transfer, or (3) because of a history of market timing or disruptive trading. We may impose

 

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other restrictions on transfers, or even prohibit transfers for any owner who, in our view, has abused, or appears likely to abuse, the transfer privilege on a case-by-case basis. We may, at any time and without prior notice, discontinue transfer privileges, modify our procedures, impose holding period requirements or limit the number, size, frequency, manner, or timing of transfers we permit. We also reserve the right to reverse a potentially harmful transfer if an underlying fund portfolio refuses or reverses our order; in such instances some policy owners may be treated differently than others in that some transfers may be reversed and others allowed. For all of these purposes, we may aggregate two or more variable insurance products that we believe are connected.

In addition to our internal policies and procedures, we will administer your variable insurance product to comply with any applicable state, federal, and other regulatory requirements concerning transfers. We reserve the right to implement, administer, and charge you for any fee or restriction, including redemption fees, imposed by any underlying fund portfolio. To the extent permitted by law, we also reserve the right to defer the transfer privilege at any time that we are unable to purchase or redeem shares of any of the underlying fund portfolios.

Under our current policies and procedures, we do not:

 

 

impose redemption fees on transfers;

 

 

expressly limit the number or size of transfers in a given period except for certain subaccounts where an underlying fund portfolio has advised us to prohibit certain transfers that exceed a certain size; or

 

 

provide a certain number of allowable transfers in a given period.

Redemption fees, transfer limits, and other procedures or restrictions may be more or less successful than ours in deterring market timing or other disruptive trading and in preventing or limiting harm from such trading.

In the absence of a prophylactic transfer restriction (e.g., expressly limiting the number of trades within a given period or their size), it is likely that some level of market timing and disruptive trading will occur before it is detected and steps taken to deter it (although some level of market timing and disruptive trading can occur with a prophylactic transfer restriction). As noted above, we do not impose a prophylactic transfer restriction and, therefore, it is likely that some level of market timing and disruptive trading will occur before we are able to detect it and take steps in an attempt to deter it.

Please note that the limits and restrictions described herein are subject to our ability to monitor transfer activity. Our ability to detect market timing or disruptive trading may be limited by operational and technological systems, as well as by our ability to predict strategies employed by policy owners (or those acting on their behalf) to avoid detection. As a result, despite our efforts to prevent harmful trading activity among the variable investment choices available under this variable insurance product, there is no assurance that we will be able to detect or deter market timing or disruptive trading by such policy owners or intermediaries acting on their behalf. Moreover, our ability to discourage and restrict market timing or other disruptive trading may be limited by decisions of state regulatory bodies and court orders that we cannot predict.

Furthermore, we may revise our policies and procedures in our sole discretion at any time and without prior notice, as we deem necessary or appropriate (1) to better detect and deter harmful trading that may adversely affect other policy owners, other persons with material rights under the variable insurance products, or underlying fund shareholders generally, (2) to comply with state or federal regulatory requirements, or (3) to impose additional or alternative restrictions on owners engaging in market timing or disruptive trading among the investment choices under the variable insurance product. In addition, we may not honor transfer requests if any variable investment option that would be affected by the transfer is unable to purchase or redeem shares of its corresponding underlying fund portfolio.

 

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Underlying Fund Portfolio Frequent Trading Policies. The underlying fund portfolios may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. Underlying fund portfolios may, for example, assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period of time. The prospectuses for the underlying fund portfolios describe any such policies and procedures. The frequent trading policies and procedures of an underlying fund portfolio may be different, and more or less restrictive, than the frequent trading policies and procedures of other underlying fund portfolios and the policies and procedures we have adopted for our variable insurance products to discourage market timing and disruptive trading. Policy owners should be aware that we may not have the contractual ability or the operational capacity to monitor policy owners’ transfer requests and apply the frequent trading policies and procedures of the respective underlying funds that would be affected by the transfers. Accordingly, policy owners and other persons who have material rights under our variable insurance products should assume that any protection they may have against potential harm from market timing and disruptive trading is the protection, if any, provided by the policies and procedures we have adopted for our variable insurance products to discourage market timing and disruptive trading in certain subaccounts.

Policy owners should be aware that we are required to provide to an underlying fund portfolio or its designee, promptly upon request, certain information about the trading activity of individual policy owners, and to restrict or prohibit further purchases or transfers by specific policy owners identified by an underlying fund portfolio as violating the frequent trading policies established for that portfolio.

Omnibus Orders. Policy owners and other persons with material rights under the variable insurance products also should be aware that the purchase and redemption orders received by the underlying fund portfolios generally are “omnibus” orders from intermediaries such as retirement plans and separate accounts funding variable insurance products. The omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan participants and individual owners of variable insurance products. The omnibus nature of these orders may limit the underlying fund portfolios’ ability to apply their respective frequent trading policies and procedures. We cannot guarantee that the underlying fund portfolios will not be harmed by transfer activity relating to the retirement plans or other insurance companies that may invest in the underlying fund portfolios. These other insurance companies are responsible for their own policies and procedures regarding frequent transfer activity. If their policies and procedures fail to successfully discourage harmful transfer activity, it will affect other owners of underlying fund portfolio shares, as well as the owners of all of the variable annuity or life insurance policies, including ours, whose variable investment choices correspond to the affected underlying fund portfolios. In addition, if an underlying fund portfolio believes that an omnibus order we submit may reflect one or more transfer requests from owners engaged in market timing and disruptive trading, the underlying fund portfolio may reject the entire omnibus order and thereby delay or prevent us from implementing your request.

 

4. PERFORMANCE

Transamerica periodically advertises performance of the various subaccounts. We may disclose at least three different kinds of performance. First, we may calculate performance by determining the percentage change in the value of an accumulation unit by dividing the increase (decrease) for that unit by the value of the accumulation unit at the beginning of the period. This performance number reflects the deduction of the mortality and expense risk fees and administrative charges. It does not reflect the deduction of any applicable premium taxes. The deduction of any applicable premium taxes would reduce the percentage increase or make greater any percentage decrease.

 

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Second, advertisements may also include total return figures, which reflect the deduction of the mortality and expense risk fees and administrative charges.

Third, in addition, for certain investment portfolios, performance may be shown for the period commencing from the inception date of the investment portfolio (i.e., before commencement of subaccount operations). These figures should not be interpreted to reflect actual historical performance of the subaccounts.

We also may, from time to time, include in our advertising and sales materials, the performance of other funds or accounts managed by the subadviser, the performance of predecessors to the underlying fund portfolios, tax deferred compounding charts and other hypothetical illustrations, which may include, comparisons of currently taxable and tax deferred investment programs, based on selected tax brackets.

Not all types of performance data presented reflect all of the fees and charges that may be deducted (such as fees for optional benefits) and performance figures would be lower if these charges were included.

 

5. EXPENSES

There are charges and expenses associated with your policy that reduce the return on your investment in the policy.

Mortality and Expense Risk Fees

We charge a daily fee as compensation for bearing certain mortality and expense risks under the policy. Examples of such risks include a guarantee of annuity rates, the death benefits, certain expenses of the policy, and assuming the risk that the current charges will be insufficient in the future to cover costs of administering the policy. We also may pay distribution expenses out of this charge. This fee is assessed daily based on the net asset value of each subaccount.

During the accumulation phase and income phase: the mortality and expense risk fee is at an annual rate of 0.50%.

If this charge does not cover our actual costs, we absorb the loss. Conversely, if the charge more than covers actual costs, the excess is added to our surplus. We expect to profit from this charge. We may use any profit for any proper purpose, including distribution expenses.

Administrative Charges

We deduct a daily administrative charge to cover the costs of administering the policy (including certain distribution- related expenses). This charge is at an annual rate of 0.15% of the daily net asset value of each subaccount during both the accumulation phase and the income phase.

Premium Taxes

New York does not currently impose a premium tax. We will, however, deduct the total amount of premium taxes, if there is a premium tax imposed in the future, from the policy value when:

 

 

you begin receiving annuity payments;

 

 

you surrender the policy; or

 

 

a death benefit is paid.

Federal, State and Local Taxes

We may in the future deduct charges from the policy for any taxes we incur because of the policy. However, no deductions are being made at the present time.

Special Service Fees

We will deduct a charge for special services, such as overnight delivery.

Transfer Fee

You are generally allowed to make 12 free transfers per year before the annuity commencement date. If you make more than 12 transfers per year, we reserve the

 

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right to charge $10 for each additional transfer. Premium payments, Asset Rebalancing and Dollar Cost Averaging transfers do not count as one of your 12 free transfers per year. All transfer requests made at the same time are treated as a single request.

Income Select for Life Rider and Additional Option Fees

If you elect the Income Select for Life rider, there is an annual fee during the accumulation phase of 0.40% to 0.90% of the total withdrawal base, depending upon whether you elect additional options with the rider. This rider fee will be deducted on each rider anniversary and upon termination of the rider during the accumulation phase.

Portfolio Fees and Expenses

The value of the assets in each subaccount will reflect the fees and expenses paid by the underlying fund portfolios. The lowest and highest fund expenses for the previous calendar year are found in the “Fee Table” section of this prospectus. See the prospectuses for the underlying fund portfolios for more information.

Revenue We Receive

We (and our affiliates) may directly or indirectly receive payments from the underlying fund portfolios, their advisers, subadvisers, distributors or affiliates thereof, in connection with certain administrative, marketing and other services we (and our affiliates) provide and expenses we incur. We (and/or our affiliates) generally receive three types of payments:

 

 

Rule 12b-1 Fees. Effective May 1, 2007, our affiliate Transamerica Capital, Inc. (“TCI”) replaced our affiliate AFSG Securities Corporation as the principal underwriter for the policies. TCI receives some or all of the 12b-1 fees from the funds. Any 12b-1 fees received by TCI that are attributable to our variable insurance products are then credited to us. These fees range from 0.10% to 0.25% of the average daily assets of the certain underlying fund portfolios attributable to the policies and to certain other variable insurance products that we and our affiliates issue.

 

 

Administrative, Marketing and Support Service Fees (“Support Fees”). As noted above, an investment advisor, sub-advisor, administrator and/or distributor (or affiliates thereof) of the underlying fund portfolios may make payments to us and/or our affiliates. These payments may be derived, in whole or in part, from the advisory fee deducted from the underlying fund portfolio assets. Owners, through their indirect investment in the underlying fund portfolios, bear the costs of these advisory fees (see the prospectuses for the underlying funds for more information). The amount of the payments we receive is based on a percentage of the assets of the particular underlying fund portfolios attributable to the policy and to certain other variable insurance products that our affiliates and we issue. These percentages differ and may be significant. Some advisers or sub-advisers (or other affiliates) pay us more than others.

The following chart provides the maximum combined percentages of 12b-1 fees and Support Fees that we anticipate will be paid to us on an annual basis:

Incoming Payments to Transamerica and TCI

 

Fund

  

Maximum Fee

% of assets(1)

 

AEGON/Transamerica Series Trust(2)

   0.25 %

 

(1)

Payments are based on a percentage of the average assets of each underlying fund portfolio owned by the subaccounts available under this policy and under certain other variable insurance products offered by our affiliates and us. We may continue to receive 12b-1 fees and administrative fees on subaccounts that are closed to new investments, depending on the terms of the agreements supporting those payments and on the services we provide.

 

(2)

Because ATST is managed by TFAI, there are additional benefits to us and our affiliates for amounts you allocate to the ATST underlying fund portfolios, in terms of our and our affiliates’ overall profitability. These additional benefits may be significant. Payments or other arrangements may be received from TFAI. A variety of financial and accounting methods may be used to allocate resources and profits to us. Such payments or arrangements may be entered into for a variety of purposes, such as to allocate resources to us to provide administrative services to the policyholders who invest in the ATST underlying fund portfolios. These payments or arrangements may take the form of internal credits, recognition, or cash payments. Additionally, if an ATST portfolio is sub-advised by an entity that is affiliated with us, we may retain more revenue than on those ATST portfolios that are sub-advised by non-affiliated entities. During 2006 we received $554,825.06 from TFAI pursuant to these arrangements. This is in addition to the 0.25% amount in the above chart. We anticipate receiving comparable amounts in the future.

 

 

Other Payments. TCI also serves as the wholesale distributor for the policies, and in that capacity directly or indirectly receives additional amounts or different percentages of assets under management from certain advisers and

 

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subadvisers to the underlying fund portfolios (or their affiliates) with regard to variable insurance products or mutual funds that are issued by us and our affiliates. These amounts may be derived, in whole or in part, from the advisory fee deducted from underlying fund portfolio assets. Policy owners, through their indirect investment in the underlying fund portfolios, bear the costs of these advisory fees. Certain advisers and sub-advisers of the underlying fund portfolios (or their affiliates) (1) may pay TCI amounts up to $75,000.00 per year to participate in a “preferred sponsor” program that provides such advisers and sub-advisers with access to TCI’s wholesalers at TCI’s national and regional sales conferences as well as internal and external meetings and events that are attended by TCI’s wholesalers and/or other TCI employees; (2) may provide our affiliates and/or selling firms with wholesaling services to assist us in the distribution of the policies; and (3) may provide us and/or certain affiliates and/or selling firms with occasional gifts, meals, tickets or other compensation as an incentive to market the underlying fund portfolios and to cooperate with their promotional efforts. The amounts may be significant and provide the adviser or subadviser (or other affiliates) with increased access to us and to our affiliates involved in the distribution of the policies.

For the calendar year ended December 31, 2006, TCI received revenue sharing payments ranging from $1,475 to $40,725 (for a total of $291,627) from the following Fund managers and/or sub-advisers to participate in TCI’s events: Legg Mason, T. Rowe Price Associates Inc., Transamerica Investment Management, Van Kampen Investments, Janus Capital Management, Jennison Associates, Pacific Investment Management Company LLC, MFS Investment Management, Evergreen Investments, Marsico Capital Management, Lehman Brothers/Neuberger Berman, American Century Investment Management, AIM Funds, AllianceBernstein, Federated Funds, Fidelity Funds, ING Clarion and Merrill Lynch.

Please note some of the aforementioned managers and/or subadvisors may not be associated with underlying fund portfolios currently available in this product.

Proceeds from certain of these payments by the underlying fund portfolios, the advisers, the sub-advisers and/or their affiliates may be used for any corporate purpose, including payment of expenses that we and our affiliates incur in promoting, marketing and administering the policy, and that we incur, in our role as intermediary, in promoting, marketing, and administering the underlying fund portfolios. We and our affiliates may profit from these payments.

For further details about the compensation payments we make in connection with the sale of the policies, see “Distributor of the Policies” in this prospectus.

 

6. ACCESS TO YOUR MONEY

During the accumulation phase, you can have access to the money in your policy in the following ways:

 

 

by making a surrender (either a full or partial surrender); or

 

 

by taking systematic payouts.

Surrenders

If you take a full surrender, you will receive your cash value.

If you want to take a partial surrender, in most cases it must be for at least $500. Unless you tell us otherwise, we will take the surrender from each of the investment choices in proportion to the policy value.

Remember that any surrender you take will reduce the policy value and the amount of the death benefit. See Section 8, Death Benefit, for more details. A surrender may also reduce other benefits.

Income taxes, federal tax penalties and certain restrictions may apply to any surrenders you make.

 

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Surrenders from qualified policies may be restricted or prohibited.

During the income phase, you will receive annuity payments under the annuity payment option you select; however, you generally may not take any other surrenders, either full or partial.

Delay of Payment and Transfers

Payment of any amount due from the separate account for a surrender, a death benefit, or the death of the owner of a nonqualified policy, will generally occur within seven days from the date we receive all required information at our administrative and service office. We may defer such payment from the separate account if:

 

 

the New York Stock Exchange is closed other than for usual weekends or holidays or trading on the Exchange is otherwise restricted; or

 

 

an emergency exists as defined by the SEC or the SEC requires that trading be restricted; or

 

 

the SEC permits a delay for the protection of owners.

In addition, transfers of amounts from the subaccounts may be deferred under these circumstances.

Federal laws designed to counter terrorism and prevent money laundering by criminals might in certain circumstances require us to reject a premium payment and/or “freeze” a policy owner’s account. If these laws apply in a particular situation, we would not be allowed to pay any request for withdrawals, surrenders, or death benefits, make transfers, or continue making annuity payments absent instructions from the appropriate federal regulator. We may be required to provide information about you and your policy to government agencies or departments.

Pursuant to the requirements of certain state laws, we reserve the right to defer payment of the cash value from the fixed account for up to six months. We may defer payment of any amount until your premium payment check has cleared your bank.

 

7. ANNUITY PAYMENTS (THE INCOME PHASE)

You choose the annuity commencement date. You can change this date by giving us notice with the information we need . New annuity commencement dates less than 30 days after we receive notice of the change require prior approval. The latest annuity commencement date cannot be after the policy month following the later of the month in which the annuitant attains age 90 or 10 policy years. You cannot annuitize before the first policy anniversary.

Before the annuity commencement date, if the annuitant is alive, you may choose an annuity payment option or change your election. If the annuitant dies before the annuity commencement date, the beneficiary may elect to receive the death benefit in a lump sum or under one of the annuity payment options (unless you become the new annuitant).

Unless you specify otherwise, the annuitant will receive the annuity payments. After the annuitant's death, the beneficiary will receive any remaining guaranteed payments.

Annuity Payment Options

The policy provides several annuity payment options that are described below. You may choose any combination of annuity payment options. We will use your policy value to provide these annuity payments. If the policy value on the annuity commencement date is less than $2,000, we reserve the right to pay it in one lump sum in lieu of applying it under an annuity payment option. You can receive annuity payments monthly, quarterly, semi-annually, or annually. (We reserve the right to change the frequency if payments would be less than $50.)

If you receive fixed payments, the amount of each payment will be set on the annuity commencement date and will not change. You may, however, choose to receive variable payments. The dollar amount of the first variable payment will be determined in accordance with the annuity payment rates set forth in the

 

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applicable table contained in the policy. The dollar amount of additional variable payments will vary based on the investment performance of the subaccount(s) you select. The dollar amount of each variable payment after the first may increase, decrease, or remain constant. If the actual investment performance (net of fees and expenses) exactly matched the assumed investment return of 5% at all times, the amount of each variable annuity payment would remain equal. If actual investment performance (net of fees and expenses) exceeds the assumed investment return, the amount of the variable annuity payments would increase. Conversely, if actual investment performance (net of fees and expenses) is lower than the assumed investment return, the amount of the variable annuity payments would decrease.

A charge for premium taxes may be made when annuity payments begin.

The annuity payment options are explained below. Options 1 and 2 are fixed only. Options 3 and 4 can be fixed or variable.

Payment Option 1—Income for a Specified Period. We will make level payments only for a fixed period. No funds will remain at the end of the period.

Payment Option 2—Income of a Specified Amount. Payments are made for any specified amount until the amount applied to this option, with interest, is exhausted. This will be a series of level payments followed by a smaller final payment.

Payment Option 3—Life Income. You may choose between:

 

 

No Period Certain (fixed or variable)—Payments will be made only during the annuitant’s lifetime.

 

 

10 Years Certain (fixed or variable)—Payments will be made for the longer of the annuitant’s lifetime or ten years.

 

 

Guaranteed Return of Policy Proceeds (fixed only)—Payments will be made for the longer of the annuitant’s lifetime or until the total dollar amount of payments we made to you equals the amount applied to this option.

Payment Option 4—Joint and Survivor Annuity. No Period Certain (fixed or variable) —Payments are made during the joint lifetime of the annuitant and a joint annuitant of your selection. Payments will be made as long as either person is living.

Other annuity payment options may be arranged by agreement with Transamerica. Certain annuity payment options may not be available for all policies.

If your policy is a qualified policy, payment options 1 and 2 may not satisfy minimum required distributions rules. Consult a tax advisor before electing either of these options.

NOTE CAREFULLY:

IF:

 

 

you choose Life Income with No Period Certain or a Joint and Survivor Annuity with No Period Certain; and

 

 

the annuitant(s) dies before the due date of the second (third, fourth, etc.) annuity payment;

THEN:

 

 

we may make only one (two, three, etc.) annuity payments.

IF:

 

 

you choose Income for a Specified Period, Life Income with 10 years Certain, Life Income with Guaranteed Return of Policy Proceeds, or Income of a Specified Amount; and

 

 

the person receiving payments dies prior to the end of the guaranteed period;

THEN:

 

 

the remaining guaranteed payments may continue to a new payee, or their present value may be paid in a single sum.

We will not pay interest on amounts represented by uncashed annuity payment checks if the postal or other delivery service is unable to deliver checks to the payee’s address of record. The person receiving payments is responsible for keeping Transamerica informed of his/her current address.

 

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You must annuitize your policy no later than the maximum annuity commencement date specified in your policy (earlier for certain distribution channels). If you do not elect an annuity payment option, the default option will generally be Option 3 Life with 10 Years Certain, and all optional benefits (including guaranteed minimum death benefits and living benefits) will terminate.

 

8. DEATH BENEFIT

We will pay a death benefit to your beneficiary, under certain circumstances, if the annuitant dies during the accumulation phase. If there is a surviving owner(s) when the annuitant dies, the surviving owner(s) will receive the death benefit instead of the listed beneficiary. The person receiving the death benefit may choose an annuity payment option, or may choose to receive a lump sum.

When We Pay A Death Benefit

We will pay a death benefit IF:

 

 

you are both the annuitant and sole owner of the policy; and

 

 

you die before the annuity commencement date.

We will pay a death benefit to you (owner) IF:

 

 

you are not the annuitant; and

 

 

the annuitant dies before the annuity commencement date.

If the only person receiving the death benefit is the surviving spouse, then he or she may elect to continue the policy as the new annuitant and owner, instead of receiving the death benefit.

When We Do Not Pay A Death Benefit

We will not pay a death benefit IF:

 

 

you are not the annuitant; and

 

 

you die prior to the annuity commencement date.

Please note, distribution requirements apply to the policy value upon the death of any owner. Generally, the new owner (unless it is the deceased owner’s spouse) must surrender the policy within five years of your death for the policy value minus any applicable rider fees. These requirements are detailed in the SAI.

Deaths After the Annuity Commencement Date

The death benefit payable, if any, on or after the annuity commencement date depends on the annuity payment option selected.

IF:

 

 

you are not the annuitant; and

 

 

you die on or after the annuity commencement date; and

 

 

the entire interest in the policy has not been paid;

THEN:

 

 

the remaining portion of such interest in the policy will continue to be distributed at least as rapidly as under the method of distribution being used as of the date of your death.

Succession of Ownership

If any owner dies during the accumulation phase, the person or entity first listed below who is alive or in existence on the date of that death will become the new owner:

 

 

any surviving owner;

 

 

primary beneficiary;

 

 

contingent beneficiary; or

 

 

owner’s estate.

Amount of Death Benefit

The death benefit may be paid as a lump sum or as annuity payments. The death benefit will be the policy value on the date we receive the required information at our administrative and service office.

Please Note, the death benefit terminates upon annuitization and there is a mandatory annuitization date.

 

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9. TAXES

NOTE: We have prepared the following information on federal income taxes as a general discussion of the subject. It is not intended as tax advice to any individual. You should consult your own tax adviser about your own circumstances. We have included an additional discussion regarding taxes in the SAI.

Annuity Policies in General

Deferred annuity policies are a way of setting aside money for future needs like retirement. Congress recognized how important saving for retirement is and provided special rules in the Internal Revenue Code for annuities.

Simply stated, these rules generally provide that individuals will not be taxed on the earnings, if any, on the money held in an annuity policy until taken out. This is referred to as tax deferral. When a non-natural person (e.g., corporation or certain other entities other than tax-qualified trusts) owns a nonqualified policy, the policy will generally not be treated as an annuity for tax purposes and tax deferral will not apply.

There are different rules as to how you will be taxed depending on how you take the money out and the type of policy—qualified or nonqualified.

You will generally not be taxed on increases in the value of your policy until a distribution occurs (either as a surrender or as annuity payments).

Qualified and Nonqualified Policies

If you purchase the policy under an individual retirement annuity, a 403(b) plan, a pension plan, or specially sponsored program, your policy is referred to as a qualified policy.

Qualified policies are issued in connection with the following:

 

 

Individual Retirement Annuity (IRA): A traditional IRA allows individuals to make contributions, which may be deductible, to the policy. A Roth IRA also allows individuals to make contributions to the policy, but it does not allow a deduction for contributions, and distributions may be tax-free if the owner meets certain rules.

 

 

Tax-Sheltered Annuity (403(b) Plan): A 403(b) Plan may be made available to employees of certain public school systems and tax-exempt organizations and permits contributions to the policy on a pre-tax basis.

 

 

Corporate Pension and Profit-Sharing and H.R. 10 Plan: Employers and self-employed individuals can establish pension or profit-sharing plans for their employees or themselves and make contributions to the policy on a pre-tax basis.

 

 

Deferred Compensation Plan (457 Plan): Certain governmental and tax-exempt organizations can establish a plan to defer compensation on behalf of their employees through contributions to the policy.

There is no additional tax deferral benefit derived from placing qualified funds into a variable annuity. Features other than tax deferral should be considered in the purchase of a qualified policy. There are limits on the amount of contributions you can make to a qualified policy. Other restrictions may apply including terms of the plan in which you participate.

Optional death benefit features in some cases may exceed the greater of the premium payments or the policy value. Such a death benefit could be characterized as an incidental benefit, the amount of which is limited in any pension or profit-sharing plan or 403(b) plan. Because an optional death benefit may exceed this limitation, anyone using the policy in connection with such plans should consult their tax adviser before purchasing an optional death benefit. The Internal Revenue Service has not reviewed the policy for qualification as an IRA, and has not addressed in a ruling of general applicability whether the death benefit options and riders available, with the policy, if any, comport with IRA qualification requirements.

 

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If you purchase the policy as an individual and not under an individual retirement annuity, 403(b) plan, 457 plan, or pension or profit sharing plan, your policy is referred to as a nonqualified policy.

Surrenders—Qualified Policies

There are special rules that govern qualified policies. Generally, these rules restrict:

 

 

the amount that can be contributed to the policy during any year;

 

 

the time when amounts can be paid from the policy; and

 

 

the amount of any death benefit that may be allowed.

In the case of a surrender under a qualified policy, a pro rata portion of the amount you receive is taxable, generally based on the ratio of your “investment in the contract” to your total account balance or accrued benefit under the retirement plan. Your “investment in the contract” generally equals the amount of any non-deductible purchase payments made by you or on your behalf. In some cases, your “investment in the contract” can be zero.

In addition, a penalty tax may be assessed on amounts surrendered from the policy prior to the date you reach age 59 1/2, unless you meet one of the exceptions to this rule. You may also be required to begin taking minimum distributions from the policy by a certain date. The terms of the plan may limit the rights otherwise available to you under the policy. We have provided more information in the SAI.

We may make available under the policy certain guaranteed minimum withdrawal and other optional benefits. The tax rules for qualified policies may limit the value of these optional benefits. For example, if you elect a guaranteed minimum withdrawal benefit and your minimum required distribution amount exceeds your guaranteed withdrawal amount, you will have to withdraw more than the guaranteed withdrawal amount to avoid imposition of a 50% excise tax. It is not clear whether guaranteed minimum withdrawal benefit payments made during the settlement phase will be taxed as withdrawals or as annuity payments. In view of this uncertainty, we will apply the non-annuity rules for determining minimum required distributions, meaning that a percentage of the value of all benefits under the contract will need to be withdrawn each year. The value may have to include the value of enhanced death benefits and other optional contract provisions such as the guaranteed minimum withdrawal benefit rider itself.

If you are attempting to satisfy minimum required distribution rules through partial surrenders, the value of any enhanced death benefit or other optional rider may need to be included in calculating the amount required to be distributed.

The Internal Revenue Code generally requires that interests in a qualified policy be nonforfeitable. If your policy contains a bonus rider with a recapture, forfeiture, or “vesting” feature, it may not be consistent with those requirements. Consult a tax advisor before purchasing a bonus rider as part of a qualified policy.

You should consult your legal counsel or tax adviser if you are considering purchasing an optional rider, or if you are considering purchasing a policy for use with any qualified retirement plan or arrangement.

Surrenders—403(b) Policies

The rules described above for qualified policies generally apply to 403(b) policies. However, specific rules apply to surrenders from certain 403(b) policies. Surrenders can generally only be made when an owner:

 

 

reaches age 59 1/2;

 

 

leaves his/her job;

 

 

dies;

 

 

becomes disabled (as that term is defined in the Internal Revenue Code); or

 

 

declares hardship. However, in the case of hardship, the owner can only surrender the premium payments and not any earnings.

Defaulted loans from Code Section 403(b) arrangements, and pledges and assignments of qualified policies generally are taxed in the same manner as

 

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surrenders from such policies. Please refer to the SAI for further information applicable to distributions from 403(b) policies. Please note that a defaulted loan may stop the growth on a guaranteed minimum withdrawal benefit.

Surrenders—Nonqualified Policies

The information above describing the taxation of qualified policies does not apply to nonqualified policies. If you take a partial withdrawal or surrender (including systematic payouts and payouts under an optional feature, if any) from a nonqualified policy before the annuity commencement date, the Internal Revenue Code treats that surrender as first coming from earnings and then from your premium payments. When you make a surrender you are taxed on the amount of the surrender that is earnings. If you make a surrender, you are generally taxed on the amount that your surrender proceeds exceeds the “investment in the contract,” which is generally your premiums paid (adjusted for any prior surrenders or portions thereof that were not taxable). In general, loans, pledges, and assignments are taxed in the same manner as partial withdrawals and surrenders. Different rules apply for annuity payments. See “Annuity Payments” below.

The Internal Revenue Code also provides that surrendered earnings may be subject to a penalty tax. The amount of the penalty tax is equal to 10% of the amount that is includable in income. Some surrenders will be exempt from the penalty tax. They include, among others, any amounts:

 

 

paid on or after the taxpayer reaches age 59 1/2;

 

 

paid after an owner dies;

 

 

paid if the taxpayer becomes disabled (as that term is defined in the Internal Revenue Code);

 

 

paid in a series of substantially equal payments made annually (or more frequently) under a lifetime annuity;

 

 

paid under an immediate annuity; or

 

 

which come from premium payments made prior to August 14, 1982.

If your nonqualified policy contains a guaranteed minimum withdrawal benefit rider, certain rules may apply. It is not clear whether guaranteed minimum withdrawal benefit payments made during the settlement or income (payout) phase may be taxed as either withdrawals or annuities. In view of this uncertainty, we intend to adopt a conservative approach and treat guaranteed minimum withdrawal payments during the settlement phase under nonqualified policies as withdrawals. Consult a tax advisor before purchasing a guaranteed minimum withdrawal benefit rider or option.

All nonqualified deferred annuity policies that are issued by us (or our affiliates) to the same owner during any calendar year are treated as one annuity for purposes of determining the amount includable in the owner’s income when a taxable distribution occurs.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the policy because of the death of the annuitant. Generally, such amounts should be includable in the income of the recipient:

 

 

if distributed in a lump sum, these amounts are taxed in the same manner as a surrender; or

 

 

if distributed under an annuity payment option, these amounts are taxed in the same manner as annuity payments.

Annuity Payments

Although the tax consequences may vary depending on the annuity payment option you select, in general, for nonqualified and certain qualified policies, only a portion of the annuity payments you receive will be includable in your gross income.

In general, the excludable portion of each annuity payment you receive will be determined as follows:

 

 

Fixed payments—by dividing the “investment in the contract” on the annuity commencement date by the total expected value of the annuity payments for the term of the payments. This is the percentage of each annuity payment that is excludable.

 

 

Variable payments—by dividing the “investment in the contract” on the annuity commencement date

 

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by the total number of expected periodic payments. This is the amount of each annuity payment that is excludable.

The remainder of each annuity payment is includable in gross income. Once the “investment in the contract” has been fully recovered, the full amount of any additional annuity payments is includable in gross income and taxed as ordinary income.

If you select more than one annuity payment option, special rules govern the allocation of the policy’s entire “investment in the contract” to each such option, for purposes of determining the excludable amount of each payment received under that option. We advise you to consult a competent tax adviser as to the potential tax effects of allocating amounts to any particular annuity payment option.

If, after the annuity commencement date, annuity payments stop because an annuitant died, the excess (if any) of the “investment in the contract” as of the annuity commencement date over the aggregate amount of annuity payments received that was excluded from gross income may possibly be allowable as a deduction in your tax return.

You should consult a tax advisor before electing the Initial Payment Guarantee or a feature with stabilized payments.

Guaranteed Minimum Withdrawal Benefits

We may make available, as options under the policy, certain guaranteed minimum withdrawal and other optional benefits. If your policy contains a guaranteed minimum withdrawal benefit rider, the application of certain tax rules, particularly those rules relating to distributions from your policy, are not entirely clear. The tax rules for qualified policies may limit the value of these optional benefits. In view of this uncertainty, you should consult your tax advisor before purchasing a guaranteed minimum withdrawal benefit rider for a qualified policy.

Diversification and Distribution Requirements

The Internal Revenue Code provides that the underlying investments for a variable annuity must satisfy certain diversification requirements in order to be treated as an annuity. The policy must also meet certain distribution requirements at the death of an owner in order to be treated as an annuity. These diversification and distribution requirements are discussed in the SAI. We may modify the policy to attempt to maintain favorable tax treatment.

Federal Estate Taxes

While no attempt is being made to discuss the Federal estate tax implications of the Policy, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning advisor for more information.

Generation-Skipping Transfer Tax

Under certain circumstances, the Internal Revenue Code may impose a “generation skipping transfer tax” when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Internal Revenue Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS.

Annuity Purchases by Residents of Puerto Rico

The Internal Revenue Service recently announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States Federal income tax.

 

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Annuity Contracts Purchased by Nonresident Aliens and Foreign Corporations

The discussion above provided general information (but not tax advice) regarding U.S. federal income tax consequences to annuity owners that are U.S. persons. Taxable distributions made to owners who are not U.S. persons will generally be subject to U.S. federal income tax withholding at a 30% rate, unless a lower treaty rate applies. In addition, distributions may be subject to state and/or municipal taxes and taxes that may be imposed by the owner’s country of citizenship or residence. Prospective foreign owners are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation for any annuity policy purchase.

Transfers, Assignments or Exchanges of Policies

A transfer of ownership or assignment of a policy, the designation of an annuitant or payee or other beneficiary who is not also the owner, the selection of certain annuity commencement dates, or a change of annuitant, may result in certain income or gift tax consequences to the owner that are beyond the scope of this discussion. An owner contemplating any such transfer, assignment, selection, or change should contact a competent tax adviser with respect to the potential tax effects of such a transaction.

Possible Tax Law Changes

Although the likelihood of legislative or regulatory changes is uncertain, there is always the possibility that the tax treatment of the policy could change by legislation, regulation, or otherwise. You should consult a tax adviser with respect to legal or regulatory developments and their effect on the policy.

We have the right to modify the policy to meet the regulations of any applicable laws or regulations, including legislative changes that could otherwise diminish the favorable tax treatment that annuity policy owners currently receive.

Separate Account Charges

It is possible that the Internal Revenue Service may take a position that fees for certain optional benefits (e.g., death benefits other than the Return of Premium death benefit) are deemed to be taxable distributions to you. In particular, the Internal Revenue Service may treat fees associated with certain optional benefits as a taxable surrender, which might also be subject to a tax penalty if the surrender occurs prior to age 59 1/2. Although we do not believe that the fees associated with any optional benefit provided under the policy should be treated as taxable surrenders, the tax rules associated with these benefits are unclear, and we advise that you consult your tax advisor prior to selecting any optional benefit under the policy.

Foreign Tax Credits

We may benefit from foreign tax credits attributable to taxes paid by certain Funds to foreign jurisdictions to the extent permitted under Federal tax law.

 

10. ADDITIONAL FEATURES

Systematic Payout Option

You can select at any time (during the accumulation phase) to receive regular payments from your policy by using the Systematic Payout Option. Under this option, you can receive the greater of (1) or (2), divided by the number of payouts made per year, where:

 

(1) is up to 10% (annually) of your gross premium (reduced by prior withdrawals in that policy year); and

 

(2) is any gains in the policy.

Payments can be made monthly, quarterly, semi-annually, or annually and will not begin until one payment period from the date we receive your instructions. Each payment must be at least $50. Monthly and quarterly payments must be made by electronic funds transfer directly to your checking or savings account.

 

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If you request an additional surrender while a Systematic Payout Option is in effect, the Systematic Payout Option will terminate.

There is no charge for this benefit.

Dollar Cost Averaging Program

During the accumulation phase, you may instruct us to automatically make transfers into one or more variable subaccounts in accordance with your allocation instructions. This is known as Dollar Cost Averaging. While Dollar Cost Averaging buys more accumulation units when prices are low and fewer accumulation units when prices are high, it does not guarantee profits or assure that you will not experience a loss.

There are two Dollar Cost Averaging programs available under your policy:

 

 

Traditional—You may specify the dollar amount to be transferred or the number of transfers. Transfers will begin as soon as the program is started.

 

 

Special—You may elect either a six or twelve month program. Transfers will begin as soon as the program is started. You cannot transfer from another investment option into a special Dollar Cost Averaging program.

A minimum of $500 per transfer is required. A minimum of $3,000 is required to start a 6-month program and $6,000 is required to start a 12-month program. The minimum number of transfers is 6 monthly or 4 quarterly, and the maximum is 24 monthly or 8 quarterly.

You can elect to transfer from one of the fixed or variable sources listed on the Dollar Cost Averaging election form (only fixed sources are available for special Dollar Cost Averaging programs).

A Dollar Cost Averaging program will begin once we receive the required instructions and the minimum required premium. If we receive additional premium payments while a Dollar Cost Averaging program is running, absent new instructions to the contrary, the amount of the Dollar Cost Averaging transfers will increase, but the length of the Dollar Cost Averaging program will not.

NOTE CAREFULLY:

IF:

 

 

we do not receive all necessary information to begin an initial Dollar Cost Averaging program within 30 days of allocating the minimum required amount to a Dollar Cost Averaging program; or

 

 

we do not receive the minimum required amount to begin an initial Dollar Cost Averaging program within 30 days of allocating an insufficient amount;

THEN:

 

 

any amount in a fixed source will be transferred to the money market investment option; and

 

 

any amount in a variable source will remain in that variable investment option; and

 

 

new instructions will be required to begin a Dollar Cost Averaging program.

IF:

 

 

we receive additional premium payments after a Dollar Cost Averaging program is completed and the additional premium meets the minimum requirements to start a Dollar Cost Averaging program;

THEN:

 

 

we will, absent new instructions to the contrary, start a new Dollar Cost Averaging program using the previous instructions.

IF:

 

 

we receive additional premium payments after a Dollar Cost Averaging program is completed, and the additional premium does not meet the minimum requirements to start a Dollar Cost Averaging program;

THEN:

 

 

we will, absent new instructions to the contrary, allocate the additional premium as

 

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identified in the previous Dollar Cost Averaging program.

IF:

 

 

you discontinue a Dollar Cost Averaging program before its completion;

THEN:

 

   

we will, absent new instructions to the contrary, transfer any remaining balance directly into the subaccounts in the Dollar Cost Averaging instructions.

You should consider your ability to continue a Dollar Cost Averaging program during all economic conditions.

There is no charge for this benefit.

The Dollar Cost Averaging Program may vary for certain policies and may not be available for all policies. See your policy for availability of the fixed account options.

Asset Rebalancing

During the accumulation phase you can instruct us to automatically rebalance the amounts in your subaccounts to maintain your desired asset allocation. This feature is called Asset Rebalancing and can be started and stopped at any time free of charge. However, we will not rebalance if you are in the Dollar Cost Averaging program or if any other transfer is requested. If you request a transfer, we will honor the requested transfer and discontinue Asset Rebalancing. New instructions are required to start Asset Rebalancing. Asset Rebalancing ignores amounts in the fixed account. You can choose to rebalance monthly, quarterly, semi-annually, or annually.

Income Select for Life

You may elect to purchase the optional Income Select for Life rider which provides you with a guaranteed minimum withdrawal benefit if you invest only in certain designated choices. This rider is available during the accumulation phase.

Income Select for Life – Base Benefit. This benefit is intended to provide a level of cash withdrawals regardless of the performance of the designated investment choices you select. If you elect this benefit, we will provide a maximum annual withdrawal amount regardless of your policy value (your ability to change the frequency or amount of your withdrawal ceases if your policy value reaches zero). Under this benefit, you can withdraw up to the maximum annual withdrawal amount each calendar year starting with the calendar year immediately following the annuitant’s 59th birthday and lasting until the annuitant’s (or the annuitant’s surviving spouse if the joint life option is elected) death (unless your total withdrawal base is reduced to zero because of “excess withdrawals”; see Total Withdrawal Base Adjustments, and Additional Death Payment Option – Minimum Remaining Withdrawal Amount, below). All withdrawals before the annuitant (or the annuitant’s surviving spouse if the joint life option is elected) is 59 are excess withdrawals; a penalty tax may be assessed on amounts withdrawn from the policy before the owner reaches age 59 1/2.

Example. Assume you are the owner and annuitant and you make a single premium payment of $100,000 when you are 55 years old. Further assume that you do not make any additional withdrawals or premium payments, but that after five years your policy value has declined to $70,000 solely because of negative investment performance. You could still withdraw up to $4,500, which is the applicable income benefit percentage (4.5%) multiplied by the total withdrawal base on the rider date ($100,000), each calendar year for the rest of your life (assuming that you take your first withdrawal when you are age 60 - 64, and that you do not withdraw more than the maximum annual withdrawal amount in any one year.)

Of course, you can always withdraw an amount up to your cash value pursuant to your rights under the policy at your discretion. See the SAI for examples showing the effect of hypothetical withdrawals in more detail, including an excess withdrawal that reduces the total withdrawal base by a pro rata amount.

 

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Please note:

 

 

Any withdrawal in excess of the maximum withdrawal amount is an excess withdrawal.

 

 

An excess withdrawal will impact the maximum annual withdrawal amount, total withdrawal base, and minimum remaining withdrawal amount on a greater than dollar-for-dollar basis.

 

 

Any withdrawal will reduce your minimum remaining withdrawal amount.

Like all withdrawals, withdrawals under this benefit also:

 

 

reduce your policy value;

 

 

reduce your base policy death benefit and other benefits;

 

 

may be subject to surrender charges ;

 

 

may be subject to income taxes and federal tax penalties; and

 

 

may be limited or restricted under certain qualified policies.

Maximum Annual Withdrawal Amount. You can withdraw up to the maximum annual withdrawal amount in any calendar year without causing an excess withdrawal. See Total Withdrawal Base Adjustments and Minimum Remaining Withdrawal Amount Adjustments, below.

The maximum annual withdrawal amount is zero if the annuitant is not 59 years old on the rider date and remains zero until the first day of the calendar year after the annuitant’s 59th birthday. If the annuitant is at least 59 years old on the rider date, the maximum annual withdrawal amount in the calendar year the rider is elected is equal to the income benefit percentage of the total withdrawal base prorated based on the number of days from the rider date to the end of the calendar year. Thereafter the maximum annual withdrawal amount for that calendar year and each subsequent calendar year is equal to the income benefit percentage (see below) of the total withdrawal base.

For qualified policies:

If the plan participant (generally the annuitant) is at least 70 1/2 years old, the maximum annual withdrawal amount for that calendar year (and each subsequent calendar year) is equal to the greater of:

 

 

the maximum annual withdrawal amount described above; or

 

 

an amount equal to a minimum required distribution amount calculated using only: (1) the living annuitant’s age, (2) the IRS Uniform Lifetime table or, if applicable, the Joint Life and Survivor Expectancy table, (3) the policy value of the base policy, (including the present value of any additional benefits provided under the policy to the extent required to be taken into account under IRS guidance) and (4) amounts from the current calendar year (no carry-over from past years). An amount not calculated as set forth above cannot be used as the maximum annual withdrawal amount.

You can take withdrawals under this rider regardless of your policy value; however, once your policy value reaches zero, you cannot make premium payments and all other policy features, benefits, and guarantees (except those provided by this rider) are terminated. In order to continue withdrawals guaranteed by this rider after your policy value reaches zero, you must select the frequency of future withdrawals. Once selected, the amount and frequency of future withdrawals after your policy value reaches zero cannot be changed.

Please note:

 

 

The maximum annual withdrawal amount described above is based on calendar years, not rider or policy years.

 

 

If the rider is added prior to the annuitant’s 59th birthday, the maximum annual withdrawal amount will be zero until the beginning of the calendar year (January 1st) after the annuitant’s 59th birthday, however, you will still be charged a rider fee prior to this time.

 

 

Excess withdrawals may cause you to lose the benefit of the rider.

 

 

All policy value must be allocated to a limited number of specified funds (See “Designated Choices” below).

Income Benefit Percentage. We use the income benefit percentage to calculate the maximum annual

 

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withdrawal amount. The income benefit percentage is determined by the annuitant’s age at the time of the first withdrawal taken on or after the January 1st immediately following the annuitant’s 59th birthday (or if the joint life option is elected, the 59th birthday of the younger of the annuitant or the annuitant’s spouse). The income benefit percentage is as follows:

 

Age at time of

first withdrawal

  

Income Benefit

Percentage

59-64

   4.5%

65-69

   5.0%

70-74

   5.5%

75-79

   6.0%

80-84

   6.5%

85-89

   7.0%

90-94

   7.5%

³ 95

   8.0%

Please note that once established at the time of the first withdrawal on or after the January 1st immediately following the 59th birthday of the annuitant (or if the joint life option is elected, of the younger of the annuitant or the annuitant’s spouse), the income benefit percentage will not increase even though the annuitant’s age increases.

Total Withdrawal Base. We use the total withdrawal base to calculate the maximum annual withdrawal amount. The total withdrawal base on the rider date is the policy value (less any premium enhancement, if the rider is added in the first policy year). After the rider date, the total withdrawal base is equal to the total withdrawal base on the rider date, plus subsequent premium payments, less subsequent Total Withdrawal Base Adjustments.

Total Withdrawal Base Adjustments. Gross partial withdrawals up to the maximum annual withdrawal amount will not reduce the total withdrawal base. Gross partial withdrawals in excess of the maximum annual withdrawal amount (“excess withdrawals”) will reduce the total withdrawal base by the greater of the dollar amount of the excess withdrawal or a pro rata amount (in proportion to the reduction in the policy value) possibly to zero. See the SAI for examples showing the effect of hypothetical withdrawals in more detail, including an excess withdrawal that reduces the total withdrawal base by a pro rata amount. Excess withdrawals may eliminate any guarantee offered by this rider.

Please note:

 

 

Because the total withdrawal base is generally equal to the policy value on the rider date, the maximum annual withdrawal amount may decrease if the policy value decreases prior to the rider date.

 

 

Upon the death of the annuitant, the Income Select for Life rider terminates and there are no more additional guaranteed withdrawals.

Designated Investment Choices. If you elect the Income Select for Life benefit, you must allocate 100% of your policy value to one or more of the following “designated funds:”

Asset Allocation – Conservative Portfolio – Service Class

Asset Allocation – Moderate Portfolio – Service Class

Asset Allocation – Moderate Growth Portfolio – Service Class

Transamerica Money Market – Service Class Fixed Account

If you elect this rider, you may transfer amounts among the designated choices; however, you cannot transfer any amount to any other subaccount. After the first rider anniversary, you can terminate this rider. Terminating the rider will result in losing all your benefits under this rider. Starting the next business day you may transfer to a non-designated choice.

Upgrades. You can upgrade the total withdrawal base to the policy value after the first rider anniversary by sending us written notice (we reserve the right to limit your upgrade election to a 30-day period following each rider anniversary) as long as you are younger than the maximum rider issue age. At this time the minimum remaining withdrawal amount and maximum annual withdrawal amount will be recalculated. If an upgrade is elected, your current rider will terminate and a new

 

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rider will be issued with a new rider date and its own rider fee percentage (which may be higher than your current rider fee percentage) and growth rate, if any. The new rider date will be the date the Company receives all necessary information.

Annuitization. If you have reached your maximum annuitization date, we will allow you to annuitize your policy and elect to receive lifetime annuity payments equal to your maximum annual withdrawal amount.

Income Select for Life – Additional Options.

You may elect the following options with the Income Select for Life rider (the options are not mutually exclusive except you cannot elect both growth and joint life):

 

 

Growth;

 

 

Additional Death Payment; and

 

 

Joint Life.

There is an additional fee for each option. You can elect any combinations of options.

1. Growth Option. If you elect the Income Select for Life rider, you can also elect an accumulating total withdrawal base during the growth period.

Growth Period. The growth period begins on the rider date and ends at the earlier of the first withdrawal or the tenth rider anniversary.

Total Withdrawal Base. The total withdrawal base during the growth period is equal to:

 

 

the total withdrawal base on the rider date; plus

 

 

premiums added during the growth period;

 

 

accumulated at an annual effective rate of 5% (the accumulation stops at the end of the growth period).

The total withdrawal base after the growth period is equal to:

 

 

the total withdrawal base at the end of the growth period; plus

 

 

any premiums added after the growth period; less

 

 

any adjustments for withdrawals (as described under “Total Withdrawal Base Adjustments,” above) including the withdrawal, if any, which ended the growth period.

Please note:

 

 

Taking a withdrawal stops the growth. Therefore, please consider your need to make withdrawals when deciding whether to add the growth option.

 

 

The minimum remaining withdrawal amount does not accumulate.

 

 

This option does not provide for or guarantee any growth in the policy value.

 

 

This option is not available with the joint life option.

2. Additional Death Payment Option. If you elect the Income Select for Life rider, you can also elect to add an additional amount to the death benefit payable under the base policy, upon the death of the annuitant or if the joint life option is selected, the annuitant’s spouse). The additional amount will be equal to the excess, if any, of the minimum remaining withdrawal amount over the base policy death benefit.

Minimum Remaining Withdrawal Amount. The minimum remaining withdrawal amount on the rider date is the policy value (less any premium enhancement if the rider is added in the first policy year). After the rider date, the minimum remaining withdrawal amount is equal to:

 

 

the minimum remaining withdrawal amount on the rider date; plus

 

 

subsequent premium payments; less

 

 

adjustments for withdrawals (as described under “Minimum Remaining Withdrawal Amount Adjustments,” below).

Minimum Remaining Withdrawal Amount Adjustments. Gross partial withdrawals up to the maximum annual withdrawal amount will reduce the minimum remaining withdrawal amount on a dollar-for-dollar basis. Gross partial withdrawals in excess of the maximum annual withdrawal amount will reduce the minimum remaining withdrawal amount by the

 

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greater of the dollar amount of the excess withdrawal or a pro rata amount (in proportion to the reduction in policy value) possibly to zero. See the SAI for examples showing the effect of hypothetical withdrawals in more detail, including any excess withdrawal that results in pro rata adjustments.

Please note:

 

 

Excess withdrawals may eliminate the additional death benefit available with the Income Select for Life rider.

 

 

If an owner who is not the annuitant dies and the surviving spouse continues the policy, no additional amount is payable. If the policy is not continued, the surviving owner (who is also the sole beneficiary) may elect to receive lifetime income payments equal to the maximum annual withdrawal amount divided by the number of payments each year instead of receiving the policy’s cash value.

3. Joint Life Option. If you elect the Income Select for Life rider, you can also elect to postpone termination of the rider until the later of the annuitant or annuitant’s spouse’s death. This allows the maximum annual withdrawal amount to be withdrawn until the death of the later of the annuitant or annuitant’s spouse (if the annuitant’s spouse continues the policy).

Please note:

 

 

The annuitant’s spouse must be either a joint owner along with the annuitant or the sole primary beneficiary (and there is no joint owner), if you elect this option.

 

 

If at the time of the annuitant’s death the spouse cannot continue to keep the policy in force under the tax code, then the rider will terminate and no additional withdrawals under the rider are permitted.

 

 

The annuitant’s spouse for purposes of this rider cannot be changed.

Income Select for Life Rider Issue Requirements. The Company will not issue the Income Select for Life rider unless:

 

 

the annuitant is not yet age 81 (lower if required by state law);

 

 

the annuitant is also an owner (except in the case of non-natural owners);

 

 

there are no more than two owners; and

 

 

if the joint life option is elected, the annuitant’s spouse is (1) a joint owner along with the annuitant or (2) the sole primary beneficiary (and there is no joint owner).

Income Select for Life Rider and Additional Option Fees. A rider fee, 0.40% (for single life) or 0.60% (for joint life) of the total withdrawal base on each rider anniversary, is charged annually prior to annuitization for the base benefit. If you elect options with the Income Select for Life rider, then, before annuitization, you will be charged annually an additional rider fee for each option you elect, which fee is also a percentage of the total withdrawal base on each rider anniversary, and is in addition to the rider fee for the base benefit. The additional fees are as follows:

 

Option

   Single Life
Option
    Joint Life
Option
 

Growth

   0.25 %   Not Available  

Additional Death Payment

   0.25 %   0.20 %

We will also deduct any rider fee pro rata upon full surrender of the policy or other termination of the rider. The rider fee(s) is deducted from each investment choice in proportion to the amount of policy value in each investment option.

Termination. The Income Select for Life rider and any additional options will terminate upon the earliest of the following:

 

 

the date we receive written notice from you requesting termination of the Income Select for Life rider (you may not terminate the rider before the first rider anniversary);

 

 

the death of the annuitant (or if the joint life option was elected, the death of the annuitant’s

 

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spouse if that spouse continued the policy as the surviving spouse);

 

 

annuitization (however, if you have reached your mandatory annuitization date you may choose an annuitization option which guarantees you lifetime payments in an amount equal to your maximum annual withdrawal amount); or

 

 

termination of your policy.

Please note: This feature terminates upon annuitization and there is a mandatory annuitization date.

The application and operation of the Income Select for Life rider are governed by the terms and conditions of the rider itself. The Income Select for Life rider and additional options may vary for certain policies and may not be available for all policies.

 

11. OTHER INFORMATION

Ownership

You, as owner of the policy, exercise all rights under the policy. You can change the owner at any time by notifying us in writing. An ownership change may be a taxable event.

Assignment

You can also generally assign the policy any time during your lifetime. We will not be bound by the assignment until we receive written notice of the assignment. We will not be liable for any payment or other action we take in accordance with the policy before we receive notice of the assignment at our administrative and service office. There may be limitations on your ability to assign a qualified policy. An assignment may have tax consequences.

Transamerica Financial Life Insurance Company

Transamerica Financial Life Insurance Company was incorporated under the laws of the State of New York on October 3, 1947. It is engaged in the sale of life and health insurance and annuity policies. Transamerica is a wholly-owned indirect subsidiary of Transamerica Corporation, which conducts most of its operations through subsidiary companies engaged in the insurance business or in providing non-insurance financial services. All of the stock of Transamerica Corporation is indirectly owned by AEGON N.V. of The Netherlands, the securities of which are publicly traded. AEGON N.V., a holding company, conducts its business through subsidiary companies engaged primarily in the insurance business. Transamerica is licensed in all states and the District of Columbia.

All obligations arising under the policies, including the promise to make annuity payments, are general corporate obligations of Transamerica.

The Separate Account

Transamerica established a separate account, called Separate Account QNY, under the laws of the State of New York on August 13, 1996. The separate account receives and invests the premium payments that are allocated to it for investment in shares of the underlying fund portfolios.

The separate account is registered with the SEC as a unit investment trust under the 1940 Act. However, the SEC does not supervise the management, the investment practices, or the policies of the separate account or Transamerica. Income, gains and losses (whether or not realized), from assets allocated to the separate account are, in accordance with the policies, credited to or charged against the separate account without regard to Transamerica's other income, gains or losses.

The assets of the separate account are held in Transamerica’s name on behalf of the separate account and belong to Transamerica. However, those assets that underlie the policies are not chargeable with liabilities arising out of any other business Transamerica may conduct. The separate account may include other subaccounts that are not available under these policies.

Mixed and Shared Funding

Before making a decision concerning the allocation of premium payments to a particular subaccount, please

 

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read the prospectuses for the underlying fund portfolios. The underlying fund portfolios are not limited to selling their shares to this separate account and can accept investments from any separate account or qualified retirement plan. Since the underlying fund portfolios are available to registered separate accounts offering variable annuity products of Transamerica, as well as variable annuity and variable life products of other insurance companies, and qualified retirement plans, there is a possibility that a material conflict may arise between the interests of this separate account and one or more of the other separate accounts of another participating insurance company. In the event of a material conflict, the affected insurance companies, including Transamerica, agree to take any necessary steps to resolve the matter. This may include removing their separate accounts from the underlying fund portfolios. See the underlying fund portfolios’ prospectuses for more details.

Exchanges and Reinstatements

You can generally exchange one annuity policy for another in a ‘tax-free exchange’ under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both annuities carefully. Remember that if you exchange another annuity for the one described in this prospectus, then there will be a new surrender charge period and other charges may be higher (or lower) and the benefits under this annuity may be different. You should not exchange another annuity for this one unless you determine, after knowing all the facts, that the exchange is in your best interest and not just better for the person trying to sell you this policy (that person will generally earn a commission if you buy this policy through an exchange or otherwise).

You may surrender your policy and transfer your money directly to another life insurance company. You may also ask us to reinstate your policy after such a transfer by returning the same total dollar amount of funds to the applicable investment choices. The dollar amount will be used to purchase new accumulation units at the then-current price. Because of changes in market value, your new accumulation units may be worth more or less than the units you previously owned. We recommend that you consult a tax professional to explain the possible tax consequences of exchanges and/or reinstatements.

Voting Rights

To the extent required by law, Transamerica will vote all shares of the underlying fund portfolios held in the separate account in accordance with instructions we receive from you and other owners that have voting interests in the portfolios. We will send you and other owners written requests for instructions on how to vote those shares. When we receive those instructions, we will vote all of the shares in proportion to those instructions. Accordingly, it is possible for a small number of policy owners (assuming the underlying fund portfolio determines they represent a quorum) to determine the outcome of a vote, especially if they have large policy values. If, however, we determine that we are permitted to vote the shares in our own right, we may do so.

Each person having a voting interest will receive proxy material, reports, and other materials relating to the appropriate portfolio.

Distributor of the Policies

Distribution and Principal Underwriting Agreement. Effective May 1, 2007, our affiliate, TCI, replaced our affiliate, AFSG, as principal underwriter for the policies. We have entered into a principal underwriting agreement with our affiliate, TCI, for the distribution and sale of the policies. We may reimburse TCI for certain expenses it incurs in order to pay for the distribution of the policies (e.g., commissions payable to selling firms selling the policies, as described below.) TCI markets the policies through the banking channel and serves as the wholesaler to national brokerage firms, regional and independent broker-dealers and independent financial planners.

Compensation to Broker-Dealers Selling the Policies. The policies are offered to the public through broker-dealers (“selling firms”) that are

 

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licensed under the federal securities laws; the selling firm and/or its affiliates are also licensed under state insurance laws. The selling firms have entered into written selling agreements with us and with TCI as principal underwriter for the policies. We pay commissions through TCI to the selling firms for their sales of the policies.

A limited number of affiliated and unaffiliated broker-dealers may also be paid commissions and overrides to “wholesale” the policies, that is, to provide sales support and training to sales representatives at the selling firms. We also provide compensation to a limited number of broker-dealers for providing ongoing service in relation to the policies that have already been purchased.

There are no commissions paid on premium payments, however, an annual continuing fee based on policy values will be paid to the selling firms. These continuing fees are not deducted from premium payments.

To the extent permitted by NASD rules, TCI may pay (or allow other broker-dealers to provide) promotional incentives or payments in the form of cash or non-cash compensation to some, but not all, selling firms. These arrangements are sometimes referred to as “revenue sharing” arrangements and are described further below.

Special Compensation Paid to Affiliated Firms. We and/or our affiliates provide paid-in capital to TCI and pay the cost of TCI’s operating and other expenses, including costs for facilities, legal and accounting services, and other internal administrative functions. We and/or our affiliates also provide TCI with a percentage of total commissions paid on sales of our policies and provide TCI with capital payments that are not contingent on sales.

TCI’s registered representatives and supervisors may receive non-cash compensation, such as attendance at conferences, seminars and trips (such as travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items, payments, loans, loan guaranties or loan forgiveness.

Additional Compensation that We and our Affiliates Pay to Selected Selling Firms. TCI, in connection with the sales of the policies, may pay certain selling firms additional cash amounts for “preferred product” treatment of the policies in their marketing programs in order to receive enhanced marketing services and increased access to their sales representatives. In exchange for providing TCI with access to their distribution network, such selling firms may receive additional compensation or reimbursement for, among other things, the hiring and training of sales personnel, marketing, sponsoring of conferences, meetings, seminars, and events and/or other services they provide to us and our affiliates. To the extent permitted by applicable law, TCI and other parties may provide the selling firms with occasional gifts, meals, tickets or other non-cash compensation as an incentive to sell the policies. These special compensation arrangements are not offered to all selling firms and the terms of such arrangements may differ between selling firms.

Special compensation arrangements are calculated in different ways by different selling firms and may be based on past or anticipated sales of the policies and other criteria. For instance, in 2006, TCI, in connection with the sales of our policies, made flat fee payments to several selling firms ranging from $932 to $500,000 and payments of between 0.06% and 0.25% on new sales. TCI also paid selling firm’s special fees based on new sales and/or assets under management.

During 2006, we and/or TCI had entered into such “preferred product” arrangements with the following selling firms:

Associated Financial Group

Atlas Securities

Bank of America

Centaurus Financial

Citizens Bank

Compass Bancshares

First Allied

Guaranty Bank

H & R Block

Huntington Investments

 

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Jefferson Pilot

Lincoln Financial Advisers

LPL Financial

M & T Bank

Merrill Lynch

Money Concepts

Mutual of Omaha

Networth Financial Group/AIG

PNC Bank

ProEquities

Questar Capital

Raymond James Financial Group

Robert W. Baird

Signator

Smith Barney/Citigroup

Stifel Nicholas

Suntrust

Transamerica Financial Advisors

UBS Financial Services

US Bancorp Piper Jaffray

Wachovia Securities/Wachovia Bank

During 2006, in conjunction with TCI, we paid or anticipate paying, the following amounts (in addition to sales commissions) to the top 10 selling firms (in terms of amounts paid):

 

Name of Firm

   Amount
Paid
in 2006

Wachovia Securities/Wachovia Bank

   $ 1,222,156

Smith Barney/Citigroup

   $ 873,804

UBS Financial

   $ 798,614

Linsco\Private Ledger (LPL)

   $ 609,312

Merrill Lynch

   $ 584,625

Raymond James Financial Group

   $ 381,425

A.G. Edwards

   $ 189,232

Huntington Investments

   $ 185,407

M & T Bank

   $ 114,850

US Bancorp/Piper Jaffray

   $ 94,522

No specific charge is assessed directly to policy owners or the separate account to cover commissions and other incentives or payments described above. We do intend to recoup commissions and other sales expenses and incentives we pay, however, through fees and charges deducted under the policy and other corporate revenue.

You should be aware that a selling firm or its sales representatives may receive different compensation or incentives for selling one product over another. In some cases, these payments may create an incentive for the selling firm or its sales representatives to recommend or sell this policy to you. You may wish to take such payments into account when considering and evaluating any recommendation relating to the policies.

IMSA

We are a member of the Insurance Marketplace Standards Association (IMSA). IMSA is an independent, voluntary organization of life insurance companies. It promotes high ethical standards in the sales and advertising of individual life insurance, long-term care insurance and annuity products. Through its Principles and Code of Ethical Market Conduct, IMSA encourages its member companies to develop and implement policies and procedures to promote sound market practices. Companies must undergo a rigorous self and independent assessment of their practices to become a member of IMSA. The IMSA logo in our sales literature shows our ongoing commitment to these standards. You may find more information about IMSA and its ethical standards at www.imsaethics.org in the “Consumer” section or by contacting IMSA at: 240-744-3030.

Legal Proceedings

There are no legal proceedings to which the separate account is a party or to which the assets of the account are subject. Transamerica, like other life insurance companies, is involved in lawsuits. In some class action and other lawsuits involving other insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation cannot be predicted with certainty, Transamerica believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the separate account, or the ability of TCI to perform under its principal underwriting agreement, or the ability of Transamerica to meet its obligations under the policy.

 

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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Glossary of Terms

The Policy—General Provisions

Certain Federal Income Tax Consequences

Investment Experience

Income Select for Life-Additional Information

Historical Performance Data

Published Ratings

State Regulation of Transamerica

Administration

Records and Reports

Distribution of the Policies

Voting Rights

Other Products

Custody of Assets

Legal Matters

Independent Registered Public Accounting Firm

Other Information

Financial Statements

 

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FLEXIBLE PREMIUM VARIABLE ANNUITY - E

Issued by

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

Supplement Dated May 1, 2007

to the

Prospectus dated May 1, 2007

FIXED ACCOUNT LIMITATIONS

Effective immediately, we will not accept any premium payment that is allocated to the fixed account in excess of $5,000, except the dollar cost averaging fixed account option. We also will not accept any premium payment or transfer that would result in the policy value in the fixed account exceeding $5,000, except the dollar cost averaging fixed account option.

This Prospectus Supplement must be accompanied or preceded

by the Prospectus for the

Flexible Premium Variable Annuity - E dated May 1, 2007


Table of Contents

STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PREMIUM VARIABLE ANNUITY - E

Issued through

SEPARATE ACCOUNT VA QNY

Offered by

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

4 Manhattanville Road

Purchase, New York 10577

This statement of additional information expands upon subjects discussed in the current prospectus for the Flexible Premium Variable Annuity - E offered by Transamerica Financial Life Insurance Company ("Transamerica"). You may obtain a copy of the prospectus dated May 1, 2007 by calling 1-800-525-6205, or by writing to the Administrative and Service Office, 4333 Edgewood Rd. N.E. Cedar Rapids, Iowa 52499. The prospectus sets forth information that a prospective investor should know before investing in a policy. Terms used in the current prospectus for the policy are incorporated in this statement of additional information.

This Statement of Additional Information (SAI) is not a prospectus and should be read only in conjunction with the prospectuses for the policy and the underlying fund portfolios.

Dated: May 1, 2007


Table of Contents

TABLE OF CONTENTS

 

GLOSSARY OF TERMS

   3

THE POLICY—GENERAL PROVISIONS

   5

Owner

   5

Entire Policy

   5

Misstatement of Age or Sex

   6

Addition, Deletion, or Substitution of Investments

   6

Reallocation of Annuity Units After the Annuity Commencement Date

   7

Annuity Payment Options

   7

Death Benefit

   8

Death of Owner

   10

Assignment

   10

Evidence of Survival

   11

Non-Participating

   11

Amendments

   11

Employee and Agent Purchases

   11

Present Value of Future Variable Payments

   11

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

   11

Tax Status of the Policy

   12

Taxation of Annuities

   13

Taxation of the Company

   15

INVESTMENT EXPERIENCE

   15

Accumulation Units

   15

Annuity Unit Value And Annuity Payment Rates

   17

INCOME SELECT FOR LIFE — ADDITIONAL INFORMATION

   19

HISTORICAL PERFORMANCE DATA

   21

Subaccount Yields

   21

Total Returns

   22

Other Performance Data

   22

Adjusted Historical Performance Data

   23

PUBLISHED RATINGS

   23

STATE REGULATION OF TRANSAMERICA

   23

ADMINISTRATION

   24

RECORDS AND REPORTS

   24

DISTRIBUTION OF THE POLICIES

   24

VOTING RIGHTS

   25

OTHER PRODUCTS

   25

CUSTODY OF ASSETS

   25

LEGAL MATTERS

   26

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   26

OTHER INFORMATION

   26

FINANCIAL STATEMENTS

   26

 

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GLOSSARY OF TERMS

Accumulation Unit—An accounting unit of measure used in calculating the policy value in the separate account before the annuity commencement date.

Administrative and Service Office—Transamerica Financial Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499.

Annuitant—The person on whose life any annuity payments involving life contingencies will be based.

Annuity Commencement Date—The date upon which annuity payments are to commence. In no event can this date be (1) later than the last day of the month following the month in which the Annuitant attains age 90, or 10 years from the Policy Date if later, or (2) earlier than the first day of the calendar month coinciding with or next following the first Policy Anniversary. The annuity commencement date may have to be earlier for qualified policies and may be earlier if required by law.

Annuity Payment Option—A method of receiving a stream of annuity payments selected by the owner.

Annuity Unit—An accounting unit of measure used in the calculation of the amount of the second and each subsequent variable annuity payment.

Application—A written application, order form, or any other information received electronically or otherwise upon which the policy is issued and/or is reflected on the data or specifications page.

Beneficiary—The person who has the right to the death benefit as set forth in the policy.

Business Day—A day when the New York Stock Exchange is open for business.

Cash Value— The policy value less any applicable service charge, and premium tax charge, if any.

Code—The Internal Revenue Code of 1986, as amended.

Fixed Account—One or more investment choices under the policy that are part of Transamerica’s general assets and which are not in the separate account.

Guaranteed Period Options—The guaranteed interest rate periods of the fixed account, which Transamerica may offer and into which premiums may be paid or amounts transferred.

Nonqualified Policy—A policy other than a qualified policy.

Owner (You)—The person who may exercise all rights and privileges under the policy. The owner during the lifetime of the annuitant and prior to the annuity commencement date is the person designated as the owner or a successor owner in the information provided to us to issue a policy.

 

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Policy Date—The date shown on the policy data page attached to the policy and the date on which the policy becomes effective.

Policy Value—On or before the annuity commencement date, the policy value is equal to the owner’s:

 

 

premium payments; minus

 

 

gross partial surrenders; plus

 

 

interest credited in the fixed account; plus

 

 

accumulated gains in the separate account; minus

 

 

accumulated losses in the separate account; minus

 

 

service charges, premium taxes, transfer fees and any other charges, if any.

Policy Year—A policy year begins on the policy date and on each anniversary thereof.

Premium Payment—An amount paid to Transamerica by the owner or on the owner’s behalf as consideration for the benefits provided by the policy.

Qualified Policy—A policy issued in connection with retirement plans that qualify for special federal income tax treatment under the Code.

Separate Account—Separate Account QNY, a separate account established and registered as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”), to which premium payments under the policies may be allocated.

Service Charge—An annual charge on each policy anniversary (which is deducted from the Separate Account only) for policy maintenance and related administrative expenses. This annual charge is $30, but will not exceed 2% of the policy value. This charge is waived in certain circumstances.

Subaccount—A subdivision within the separate account, the assets of which are invested in a specified portfolio of the underlying funds.

Successor Owner—A person appointed by the owner to succeed to ownership of the policy in the event of the death of the owner who is not the annuitant before the annuity commencement date.

Valuation Period—The period of time from one determination of accumulation unit values and annuity unit values to the next subsequent determination of values. Such determination shall be made on each business day.

Variable Annuity Payments—Payments made pursuant to an annuity payment option which fluctuate as to dollar amount or payment term in relation to the investment performance of the specified subaccounts within the separate account.

Written Notice—Written notice, signed by the owner, that gives Transamerica the information it requires and is received at the administrative and service office. For some transactions, Transamerica may accept an electronic notice. Such electronic notice must meet the requirements Transamerica establishes for such notices. Telephone instructions are not permitted.

 

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In order to supplement the description in the prospectus, the following provides additional information about Transamerica and the policy, which may be of interest to you.

THE POLICY—GENERAL PROVISIONS

Owner

The policy shall belong to the owner, upon issuance of the policy after completion of an application and delivery of the initial premium payment. While the annuitant is living, the owner may: (1) assign the policy; (2) surrender the policy; (3) amend or modify the policy with Transamerica’s consent; (4) receive annuity payments or name a payee to receive the payments; and (5) exercise, receive and enjoy every other right and benefit contained in the policy. The exercise of these rights may be subject to the consent of any assignee or irrevocable beneficiary; and of your spouse in a community or marital property state.

Unless Transamerica has been notified of a community or marital property interest in the policy, it will rely on its good faith belief that no such interest exists and will assume no responsibility for inquiry.

A successor owner can be named in the application or in a written notice. The successor owner will become the new owner upon your death, if you predecease the annuitant. If no successor owner survives you and you predecease the annuitant, your estate will become the owner.

Note carefully. If the owner predeceases the annuitant and does not name a successor owner, the owner’s estate will become the new owner. If no probate estate is opened because the owner has precluded the opening of a probate estate by means of a trust or other instrument, unless Transamerica has received written notice of the trust as a successor owner signed prior to the owner’s death, that trust may not exercise ownership rights to the policy. It may be necessary to open a probate estate in order to exercise ownership rights to the policy if no contingent owner is named in a written notice received by Transamerica.

The owner may change the ownership of the policy in a written notice. When this change takes effect, all rights of ownership in the policy will pass to the new owner. A change of ownership may have adverse tax consequences.

When there is a change of owner or successor owner, the change will not be effective until it is recorded in our records. Once recorded, it will take effect as of the date the owner signs the written notice, subject to any payment Transamerica has made or action Transamerica has taken before recording the change. Changing the owner or naming a new successor owner cancels any prior choice of successor owner, but does not change the designation of the beneficiary or the annuitant.

If ownership is transferred (except to the owner’s spouse) because the owner dies before the annuitant, the cash value generally must be distributed to the successor owner within five years of the owner’s death, or payments must be made for a period certain or for the new owner’s lifetime so long as any period certain does not exceed that new owner’s life expectancy, if the first payment begins within one year of the owner’s death.

Entire Policy

The policy, any endorsements or riders thereon and, the application constitute the entire contract between Transamerica and the

 

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owner. All statements in the application are representations and not warranties. No statement will cause the policy to be void or to be used in defense of a claim unless contained in the application.

Misstatement of Age or Sex

If the age or sex of the annuitant or owner has been misstated, Transamerica will change the annuity benefit payable to that which the premium payments would have purchased for the correct age or sex. The dollar amount of any underpayment made by Transamerica shall be paid in full with the next payment due such person or the beneficiary. The dollar amount of any overpayment made by Transamerica due to any misstatement shall be deducted from payments subsequently accruing to such person or beneficiary. Any underpayment or overpayment will include interest at 5% per year, from the date of the wrong payment to the date of the adjustment. The age of the annuitant or owner may be established at any time by the submission of proof satisfactory to Transamerica.

Addition, Deletion, or Substitution of Investments

Transamerica cannot and does not guarantee that any of the subaccounts will always be available for premium payments, allocations, or transfers. Transamerica retains the right, subject to any applicable law, to make certain changes in the separate account and its investments. Transamerica reserves the right to eliminate the shares of any portfolio held by a subaccount and to substitute shares of another portfolio of the underlying fund portfolios, or of another registered open-end management investment company for the shares of any portfolio, if the shares of the portfolio are no longer available for investment or if, in Transamerica’s judgment, investment in any portfolio would be inappropriate in view of the purposes of the separate account. To the extent required by the 1940 Act, substitutions of shares attributable to your interest in a subaccount will not be made without prior notice to you and the prior approval of the Securities and Exchange Commission (“SEC”). Nothing contained herein shall prevent the separate account from purchasing other securities for other series or classes of variable annuity policies, or from affecting an exchange between series or classes of variable annuity policies on the basis of your requests.

New subaccounts may be established when, in the sole discretion of Transamerica, marketing, tax, investment or other conditions warrant. Any new subaccounts may be made available to existing owners on a basis to be determined by Transamerica. Each additional subaccount will purchase shares in a mutual fund portfolio, or other investment vehicle. Transamerica may also eliminate one or more subaccounts if, in its sole discretion, marketing, tax, investment or other conditions warrant such change. In the event any subaccount is eliminated, Transamerica will notify you and request a reallocation of the amounts invested in the eliminated subaccount. If no such reallocation is provided by you, Transamerica will reinvest the amounts in the subaccount that invests in a portfolio of money market instruments. If a portfolio of money market instruments is unavailable, Transamerica will reinvest the amounts in another subaccount, or in the fixed account, if appropriate.

Similarly, Transamerica will close a subaccount to new investment (either transfers or premium payments) if the corresponding portfolio closes to new investments. Any amounts that would otherwise be invested in a closed subaccount (for premium allocations, portfolio rebalancing, dollar cost averaging, automatic checking account or payroll deductions for period premiums, etc.) will, if you do not provide instructions for a new allocation, be invested in the subaccount that invests in a portfolio of money market instruments. If a portfolio of money market instruments is unavailable, Transamerica will reinvest the amounts in another subaccount, or in the fixed account, if appropriate.

 

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In the event of any such substitution or change, Transamerica may, by appropriate endorsement, make such changes in the policies as may be necessary or appropriate to reflect such substitution or change. Furthermore, if deemed to be in the best interests of persons having voting rights under the policies, the separate account may be (1) operated as a management company under the 1940 Act or any other form permitted by law, (2) deregistered under the 1940 Act in the event such registration is no longer required or (3) combined with one or more other separate accounts. To the extent permitted by applicable law, Transamerica also may (1) transfer the assets of the separate account associated with the policies to another account or accounts, (2) restrict or eliminate any voting rights of owners or other persons who have voting rights as to the separate account, (3) create new separate accounts, (4) add new subaccounts to or remove existing subaccounts from the separate account, or combine subaccounts, or (5) add new underlying fund portfolios, or substitute a new fund for an existing fund.

Reallocation of Annuity Units After the Annuity Commencement Date

After the annuity commencement date, you may reallocate the value of a designated number of annuity units of a subaccount then credited to a policy into an equal value of annuity units of one or more other subaccounts or the fixed account. The reallocation shall be based on the relative value of the annuity units of the account(s) or subaccount(s) at the end of the business day on the next payment date. The minimum amount which may be reallocated is the lesser of (1) $10 of monthly income or (2) the entire monthly income of the annuity units in the account or subaccount from which the transfer is being made. If the monthly income of the annuity units remaining in an account or subaccount after a reallocation is less than $10, Transamerica reserves the right to include the value of those annuity units as part of the transfer. The request must be in writing to Transamerica’s administrative and service office. There is no charge assessed in connection with such reallocation. A reallocation of annuity units may be made up to four times in any given policy year.

After the annuity commencement date, no transfers may be made from the fixed account to the separate account.

Annuity Payment Options

During the lifetime of the annuitant and prior to the annuity commencement date, the owner may choose an annuity payment option or change the election, but written notice of any election or change of election must be received by Transamerica at its administrative and service office at least thirty (30) days prior to the annuity commencement date. If no election is made prior to the annuity commencement date, annuity payments will be made using (1) life income with level payments for 10 years certain, using the existing adjusted policy value of the fixed account, or (2) life income with variable payments for 10 years certain using the existing policy value of the separate account, or (3) in a combination of (1) and (2).

The person who elects an annuity payment option can also name one or more successor payees to receive any unpaid amount Transamerica has at the death of a payee. Naming these payees cancels any prior choice of a successor payee.

A payee who did not elect the annuity payment option does not have the right to advance or assign payments, take the payments in one sum, or make any other change. However, the payee may be given the right to do one or more of these things if the person who elects the option tells Transamerica in writing and Transamerica agrees.

Variable Payment Options. The dollar amount of the first variable annuity payment will be determined in accordance with the annuity payment rates set forth in the applicable table contained in the policy. For annuity payments (the tables are based on a 5% effective annual Assumed Investment Return and the “2000 Table”, using an assumed annuity

 

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commencement date of 2005 (static projection to this point) with dynamic projection using scale G from that point (100% of G for male, 50% of G for females). The dollar amount of additional variable annuity payments will vary based on the investment performance of the subaccount(s) of the separate account selected by the annuitant or beneficiary.

Determination of the First Variable Payment. The amount of the first variable payment depends upon the sex (if consideration of sex is allowed under state law) and adjusted age of the annuitant. For regular annuity payments, the adjusted age is the annuitant’s actual age nearest birthday, on the annuity commencement date, adjusted as follows:

 

Annuity Commencement Date

  

Adjusted Age

Before 2010

   Actual Age

2010 - 2019

   Actual Age minus1

2020 - 2026

   Actual Age minus 2

2027-2033

   Actual Age minus 3

2034 - 2040

   Actual Age minus 4

After 2040

   As determined by us

This adjustment assumes an increase in life expectancy, and therefore it results in lower payments than without such an adjustment.

Determination of Additional Variable Payments. All variable annuity payments other than the first are calculated using annuity units which are credited to the policy. The number of annuity units to be credited in respect of a particular subaccount is determined by dividing that portion of the first variable annuity payment attributable to that subaccount by the annuity unit value of that subaccount on the annuity commencement date. The number of annuity units of each particular subaccount credited to the policy then remains fixed, assuming no transfers to or from that subaccount occur. The dollar value of variable annuity units in the chosen subaccount will increase or decrease reflecting the investment experience of the chosen subaccount. The dollar amount of each variable annuity payment after the first may increase, decrease or remain constant, and is equal to the sum of the amounts determined by multiplying the number of annuity units of each particular subaccount credited to the policy by the annuity unit value for the particular subaccount on the date the payment is made.

Death Benefit

Adjusted Partial Surrender. The amount of your guaranteed minimum death benefit, if any, is reduced due to a partial surrender by an amount called the adjusted partial surrender. The reduction amount depends on the relationship between your guaranteed minimum death benefit and policy value. The adjusted partial surrender is equal to the requested partial surrender amount, multiplied by the adjustment factor, which is current death proceeds prior to the surrender divided by the current policy value prior to the surrender, where death proceeds equal the maximum of policy value and guaranteed minimum death benefit.

 

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The following examples describe the effect of a surrender on the guaranteed minimum death benefit and policy value.

 

    

EXAMPLE 1

(Assumed Facts for Example)

$75,000    current guaranteed minimum death benefit before surrender
$50,000    current policy value before surrender
$75,000    current death proceeds
$15,000    requested surrender
$22,500    adjusted partial surrender = 15,000 * (75,000/50,000)
$52,500    new guaranteed minimum death benefit (after surrender) = 75,000 - 22,500
$35,000    new policy value (after surrender) = 50,000 – 15,000

Summary:

 

Reduction in guaranteed minimum death benefit

   = $ 22,500

Reduction in policy value

   = $ 15,000

Note, guaranteed minimum death benefit is reduced more than the policy value since the guaranteed minimum death benefit was greater than the policy value just prior to the surrender.

 

    

EXAMPLE 2

(Assumed Facts for Example)

$50,000    current guaranteed minimum death benefit before surrender
$75,000    current policy value before surrender
$75,000    current death proceeds
$15,000    requested surrender
$15,000    reduction in policy value = $15,000
$15,000    adjusted partial surrender = $15,000 * (75,000/75,000)
$35,000    new guaranteed minimum death benefit (after surrender) = 50,000 - 15,000
$60,000    new policy value (after surrender) = 75,000 – 15,000

Summary:

 

Reduction in guaranteed minimum death benefit

   = $ 15,000

Reduction in policy value

   = $ 15,000

Note, guaranteed minimum death benefit and policy value are reduced by the same amount since the policy value was higher than the guaranteed minimum death benefit just prior to the surrender.

Due proof of death of the annuitant is proof that the annuitant who is the owner died prior to the commencement of annuity payments. A certified copy of a death certificate, a certified copy of a decree of a court of competent jurisdiction as to the finding of death, a written statement by the attending physician, or any other proof satisfactory to Transamerica will constitute due proof of death.

Upon receipt at our administrative and service office of this proof and an election of a method of settlement and return of the policy, the death benefit generally will be paid within seven days, or as soon thereafter as Transamerica has sufficient information about the beneficiary to make the payment. The beneficiary may receive the amount payable in a lump sum cash benefit, or, subject to any limitation under any state or federal law, rule, or regulation, under one of the annuity payment options described above, unless a settlement agreement is effective at the death of the owner preventing such election.

 

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Distribution Requirements. If the annuitant dies prior to the annuity commencement date, (1) the death benefit must be distributed within five years of the date of the deceased’s death, or (2) payments under an annuity payment option must begin no later than one year after the deceased annuitant’s death and must be made for the beneficiary’s lifetime or for a period certain (so long as any period certain does not exceed the beneficiary’s life expectancy). Death proceeds, which are not paid to or for the benefit of a natural person, must be distributed within five years of the date of the deceased’s death. If the sole beneficiary is the deceased’s surviving spouse, however, such spouse may elect to continue the policy as the new annuitant and owner instead of receiving the death benefit.

If an owner is not an annuitant, and dies prior to the annuity commencement date, the new owner may surrender the policy at any time for the amount of the cash value. If the new owner is not the deceased owner’s spouse, however, (1) the cash value must be distributed within five years after the date of the deceased owner’s death, or (2) payments under an annuity payment option must begin no later than one year after the deceased owner’s death and must be made for the new owner’s lifetime or for a period certain (so long as any period certain does not exceed the new owner’s life expectancy). If the sole new owner is the deceased owner’s surviving spouse, such spouse may elect to continue the policy as the new owner instead of receiving the death benefit.

Beneficiary. The beneficiary designation in the enrollment form will remain in effect until changed. The owner may change the designated beneficiary by sending written notice to Transamerica. The beneficiary’s consent to such change is not required unless the beneficiary was irrevocably designated or law requires consent. (If an irrevocable beneficiary dies, the owner may then designate a new beneficiary.) The change will take effect as of the date the owner signs the written notice, whether or not the owner is living when the notice is received by Transamerica. Transamerica will not be liable for any payment made before the written notice is received. If more than one beneficiary is designated, and the owner fails to specify their interests, they will share equally. If upon the death of the annuitant there is a surviving owner(s), the surviving owner(s) automatically takes the place of any beneficiary designation.

Death of Owner

Federal tax law requires that if any owner (including any joint owner or any successor owner who has become a current owner) dies before the annuity commencement date, then the entire value of the policy must generally be distributed within five years of the date of death of such owner. Certain rules apply where (1) the spouse of the deceased owner is the sole beneficiary, (2) the owner is not a natural person and the primary annuitant dies or is changed, or (3) any owner dies after the annuity commencement date. See “Certain Federal Income Tax Consequences” for more information about these rules. Other rules may apply to qualified policies.

Assignment

During the lifetime of the annuitant you may assign any rights or benefits provided by the policy if your policy is a nonqualified policy. An assignment will not be binding on Transamerica until a copy has been filed at its administrative and service office. Your rights and benefits and those of the beneficiary are subject to the rights of the assignee. Transamerica assumes no responsibility for the validity or effect of any assignment. Any claim made under an assignment shall be subject to proof of interest and the extent of the assignment. An assignment may have tax consequences.

 

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Unless you so direct by filing written notice with Transamerica, no beneficiary may assign any payments under the policy before they are due. To the extent permitted by law, no payments will be subject to the claims of any beneficiary’s creditors.

Ownership under qualified policies is restricted to comply with the Code.

Evidence of Survival

Transamerica reserves the right to require satisfactory evidence that a person is alive if a payment is based on that person being alive. No payment will be made until Transamerica receives such evidence.

Non-Participating

The policy will not share in Transamerica’s surplus earnings; no dividends will be paid.

Amendments

No change in the policy is valid unless made in writing by Transamerica and approved by one of Transamerica’s officers. No registered representative has authority to change or waive any provision of the policy.

Transamerica reserves the right to amend the policies to meet the requirements of the Code, regulations or published rulings. You can refuse such a change by giving written notice, but a refusal may result in adverse tax consequences.

Employee and Agent Purchases

The policy may be acquired by an employee or registered representative of any broker/dealer authorized to sell the policy or their immediate family, or by an officer, director, trustee or bona-fide full-time employee of Transamerica or its affiliated companies or their immediate family. In such a case, Transamerica may credit an amount equal to a percentage of each premium payment to the policy due to lower acquisition costs Transamerica experiences on those purchases. Transamerica may offer certain employer sponsored savings plans, in its discretion, reduced fees and charges including, but not limited to, the annual service charge, the mortality and expense risk fee and the administrative charge for certain sales under circumstances which may result in savings of certain costs and expenses. In addition, there may be other circumstances of which Transamerica is not presently aware which could result in reduced sales or distribution expenses. Credits to the policy or reductions in these fees and charges will not be unfairly discriminatory against any owner.

Present Value of Future Variable Payments

The present value of future variable payments is calculated by taking (a) the value of your annuity units multiplied by your annuity units on the business day we receive the surrender request, times (b) the number of payments remaining, discounted using a rate equal to the AIR.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general discussion of certain of the expected federal income tax consequences of investment in and distributions with respect to a policy, based on the

 

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Code, Regulations thereunder, judicial authority, and current administrative rulings and practice. This summary discusses only certain federal income tax consequences to “United States Persons,” and does not discuss state, local, or foreign tax consequences. United States Persons means citizens or residents of the United States, domestic corporations, domestic partnerships and trusts, or estates that are subject to United States federal income tax regardless of the source of their income.

Tax Status of the Policy

Diversification Requirements. Section 817(h) of the Code provides that in order for a non-qualified variable contract which is based on a segregated asset account to qualify as an annuity contract under the Code, the investments made by such account must be “adequately diversified” in accordance with Treasury Regulations. The Regulations issued under Section 817(h) (Treas. Reg. §1.817-5) apply a diversification requirement to each of the subaccounts. The separate account, through its underlying fund portfolios and their portfolios, intends to comply with the diversification requirements of the Regulations. We have entered into agreements with each underlying fund portfolio company that require the portfolios to be operated in compliance with the Regulations.

Owner Control. In some circumstances, owners of variable contracts who retain excessive control over the investment of the underlying separate account assets may be treated as the owners of those assets and may be subject to tax on income produced by those assets. Although there is little guidance in this area and published guidance does not address certain aspects of the policies, we believe that the owner of a policy should not be treated as the owner of the underlying assets. We reserve the right to modify the policies to bring them into conformity with applicable standards should such modification be necessary to prevent owners of the policies from being treated as the owners of the underlying separate account assets.

Distribution Requirements. The Code requires that nonqualified policies contain specific provisions for distribution of policy proceeds upon the death of any owner. In order to be treated as an annuity contract for federal income tax purposes, the Code requires that such policies provide that if any owner dies on or after the annuity commencement date and before the entire interest in the policy has been distributed, the remaining portion must be distributed at least as rapidly as under the method in effect on such owner’s death. If any owner dies before the annuity commencement date, the entire interest in the policy must generally be distributed within 5 years after such owner’s date of death or be used to provide payments to a designated beneficiary beginning within one year of such owner’s death and will be made for the life of the beneficiary or for a period not extending beyond the life expectancy of the beneficiary. However, if upon such owner’s death prior to the annuity commencement date, such owner’s surviving spouse becomes the sole new owner under the policy, then the policy may be continued with the surviving spouse as the new owner. Under the policy, the beneficiary is the person(s) designated by an owner/annuitant and the surviving joint owner is the beneficiary of an owner who is not the annuitant. If any owner is not a natural person, then for purposes of these distribution requirements, the primary annuitant shall be treated as an owner and any death or change of such primary annuitant shall be treated as the death of an owner. The nonqualified policies contain provisions intended to comply with these requirements of the Code. No regulations interpreting these requirements of the Code have yet been issued and thus no assurance can be given that the provisions contained in the policies satisfy all such Code requirements. The provisions contained in the policies will be reviewed and modified if necessary to assure that they comply with the Code requirements when clarified by regulation or otherwise.

The following discussion is based on the assumption that the policy qualifies as an annuity contract for federal income tax purposes.

 

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Taxation of Annuities

In General. Code Section 72 governs taxation of annuities in general. We believe that an owner who is an individual will not be taxed on increases in the value of a policy until such amounts are surrendered or distributed. For this purpose, the assignment, pledge, or agreement to assign or pledge any portion of the policy value, and in the case of a qualified policy, any portion of an interest in the plan, generally will be treated as a distribution. The taxable portion of a distribution is taxable as ordinary income.

Non-Natural Persons. Pursuant to Section 72(u) of the Code, a nonqualified policy held by a taxpayer other than a natural person generally will not be treated as an annuity contract under the Code; accordingly, an owner who is not a natural person will recognize as ordinary income for a taxable year the excess, if any, of the policy value over the “investment in the contract”. There are some exceptions to this rule and a prospective purchaser of the policy that is not a natural person should discuss these with a competent tax adviser.

Withholding. The portion of any distribution under a policy that is includable in gross income will be subject to federal income tax withholding unless the recipient of such distribution elects not to have federal income tax withheld. Election forms will be provided at the time distributions are requested or made. For certain qualified policies, the withholding rate varies according to the type of distribution and the owner’s tax status. For qualified policies, taxable “eligible rollover distributions” from Section 401(a) plans, Section 403(a) annuities, Section 403(b) tax-sheltered annuities, and governmental 457 plans are subject to a mandatory federal income tax withholding of 20%. An eligible rollover distribution is any distribution to an employee (or an employee’s spouse or former spouse as beneficiary or alternate payee) from such a plan, other than specified distributions such as distributions required by the Code, distributions in a specified annuity form or hardship distributions. The 20% withholding do not apply, however, if the owner chooses a “direct rollover” from the plan to another tax-qualified plan or IRA. Different withholding requirements may apply in the case of non-United States persons.

Qualified Policies. The qualified policy is designed for use with several types of tax-qualified retirement plans. The tax rules applicable to participants and beneficiaries in tax-qualified retirement plans vary according to the type of plan and the terms and conditions of the plan. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from contributions in excess of specified limits; distributions prior to age 59 1/2 (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and in other specified circumstances. Some retirement plans are subject to distribution and other requirements that are not incorporated into the policies or our policy administration procedures. Owners, participants, and beneficiaries are responsible for determining that contributions, distributions, and other transactions with respect to the policies comply with applicable law.

For qualified plans under Section 401(a), 403(a), 403(b), and 457, the Code requires that distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the owner (or plan participant) (i) reaches age 70  1/2 or (ii) retires, and must be made in a specified form or manner. If a participant in a Section 401(a) plan is a “5 percent owner” (as defined in the Code), or in the case of an IRA (other than a Roth IRA), distributions generally must begin no later than April 1 of the calendar year in which the owner (or plan participant) reaches age 70  1/2. Each owner is responsible for requesting distributions under the policy that satisfy applicable tax rules.

 

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We do not attempt to provide more than general information about use of the policy with the various types of retirement plans. Purchasers of policies for use with any retirement plan should consult their legal counsel and tax adviser regarding the suitability of the policy.

Traditional Individual Retirement Annuities. In order to qualify as a traditional individual retirement annuity under Section 408(b) of the Code, a policy must satisfy certain conditions: (i) the owner must be the annuitant; (ii) the policy generally is not transferable by the owner, e.g., the owner may not designate a new owner, designate a contingent owner or assign the policy as collateral security; (iii) subject to special rules, the total premium payments for any calendar year may not exceed the amount specified in the Code ($4,000 for 2007, $5,000 if age 50 or older), except in the case of a rollover amount or contribution under Section 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) or 457(e)(16) of the Code; (iv) annuity payments or partial surrenders must begin no later than April 1 of the calendar year following the calendar year in which the annuitant attains age 70  1/2; (v) an annuity payment option with a period certain that will guarantee annuity payments beyond the life expectancy of the annuitant and the beneficiary may not be selected; (vi) certain payments of death benefits must be made in the event the annuitant dies prior to the distribution of the policy value; (vii) the entire interest of the owner is non-forfeitable; and (viii) the premiums must not be fixed. Policies intended to qualify as traditional individual retirement annuities under Section 408(b) of the Code contain such provisions. Amounts in the IRA (other than nondeductible contributions) are taxed when distributed from the IRA. Distributions prior to age 59  1/2 (unless certain exceptions apply) are subject to a 10% penalty tax.

The Internal Revenue Service has not reviewed the policy for qualification as an IRA and has not addressed in a ruling of general applicability whether the death benefit options and riders available with the policies comport with IRA qualification requirements.

Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section 408A of the Code, contains many of the same provisions as a traditional IRA. However, there are some differences. First, the contributions are not deductible and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject to tax and other special rules may apply to the rollover or conversion and to distributions attributable thereto. The Roth IRA is available to individuals with earned income and whose modified adjusted gross income is under $114,000 for single filers, $166,000 for married filing jointly, and $10,000 for married filing separately. Subject to special rules, the amount per individual that may be contributed to all IRAs (Roth and traditional) is the deductible amount specified in the Code ($4,000 for 2007, $5,000 if age 50 or older). Secondly, the distributions are taxed differently. The Roth IRA offers tax-free distributions when made 5 tax years after the first contribution to any Roth IRA of the individual and made after attaining age 59  1/2, to pay for qualified first time homebuyer expenses (lifetime maximum of $10,000), or due to death or disability. All other distributions are subject to income tax when made from earnings and may be subject to a penalty tax unless an exception applies. Unlike the traditional IRA, there are no minimum required distributions during the owner’s lifetime; however, required distributions at death are generally the same as for traditional IRAs.

Section 403(b) Plans. Under Section 403(b) of the Code, payments made by public school systems and certain tax exempt organizations to purchase policies for their employees are excludable from the gross income of the employee, subject to certain limitations. However, such payments may be subject to FICA (Social Security) taxes. The policy includes a death benefit that in some cases may exceed the greater of the premium payments or the policy value. The death benefit could be characterized as an incidental benefit, the amount of which is limited in any tax-sheltered annuity under Section 403(b). Therefore, employers using the policy in connection with such plans should consult their tax adviser. Additionally, in accordance with the requirements of the Code, Section 403(b) annuities generally may not permit distribution of (i) elective contributions made in years beginning after December 31, 1988, and (ii) earnings on

 

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those contributions, and (iii) earnings on amounts attributed to elective contributions held as of the end of the last year beginning before January 1, 1989. Distributions of such amounts will be allowed only upon the death of the employee, on or after attainment of age 59  1/2, severance from employment, disability, or financial hardship, except that income attributable to elective contributions may not be distributed in the case of hardship. These rules may prevent the payment of guaranteed withdrawals under a guaranteed minimum withdrawal benefit prior to age 59  1/2.

Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of retirement plans for employees and self-employed individuals to establish qualified plans for themselves and their employees. Such retirement plans may permit the purchase of the policies to accumulate retirement savings. Adverse tax consequences to the plan, the participant or both may result if the policy is assigned or transferred to any individual as a means to provide benefit payments. The policy includes a death benefit that in some cases may exceed the greater of the premium payments or the policy value. The death benefit could be characterized as an incidental benefit, the amount of which is limited in a pension or profit sharing plan. Therefore, employers using the policy in connection with such plans should consult their tax adviser.

Deferred Compensation Plans. Section 457 of the Code, while not actually providing for a qualified plan as that term is normally used, provides for certain deferred compensation plans with respect to service for state governments, local governments, political subdivisions, agencies, instrumentalities, and certain affiliates of such entities, and tax exempt organizations. The policies can be used with such plans. Under such plans a participant may specify the form of investment in which his or her participation will be made. For non-governmental Section 457 plans, all such investments, however, are owned by, and are subject to, the claims of the general creditors of the sponsoring employer. Depending on the terms of the particular plan, a non-government employer may be entitled to draw on deferred amounts for purposes unrelated to its Section 457 plan obligations. In general, all amounts received under a non-governmental Section 457 plan are taxable and are subject to federal income tax withholding as wages.

Taxation of the Company

The Company at present is taxed as a life insurance company under part I of Subchapter L of the Code. The separate account is treated as part of the Company and, accordingly, will not be taxed separately as a “regulated investment company” under Subchapter M of the Code. We do not expect to incur any federal income tax liability with respect to investment income and net capital gains arising from the activities of the separate account retained as part of the reserves under the policy. Based on this expectation, it is anticipated that no charges will be made against the separate account for federal income taxes. If, in future years, any federal income taxes are incurred by us with respect to the separate account, we may make a charge to that account.

INVESTMENT EXPERIENCE

A “net investment factor” is used to determine the value of accumulation units and annuity units, and to determine annuity payment rates.

Accumulation Units

Allocations of a premium payment directed to a subaccount are credited in the form of accumulation units. Each subaccount has a distinct accumulation unit value. The number of units credited is determined by dividing the premium payment or amount transferred to the subaccount by the accumulation unit value of the subaccount as of the end of the valuation period during which the allocation is made. For each subaccount, the accumulation unit value for a given

 

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business day is based on the net asset value of a share of the corresponding portfolio of the underlying fund portfolios less any applicable charges or fees. The investment performance of the portfolio, expenses, and deductions of certain charges affect the value of an accumulation unit.

Upon allocation to the selected subaccount, premium payments are converted into accumulation units of the subaccount. The number of accumulation units to be credited is determined by dividing the dollar amount allocated to each subaccount by the value of an accumulation unit for that subaccount as next determined after the premium payment is received at the administrative and service office or, in the case of the initial premium payment, when the application is completed, whichever is later. The value of an accumulation unit for each subaccount was arbitrarily established at $1 at the inception of each subaccount. Thereafter, the value of an accumulation unit is determined as of the close of trading on each day the New York Stock Exchange is open for business.

An index (the net investment factor) which measures the investment performance of a subaccount during a valuation period is used to determine the value of an accumulation unit for the next subsequent valuation period. The net investment factor may be greater or less than or equal to one; therefore, the value of an accumulation unit may increase, decrease, or remain the same from one valuation period to the next. You bear this investment risk. The net investment performance of a subaccount and deduction of certain charges affect the accumulation unit value.

The net investment factor for any subaccount for any valuation period is determined by dividing (a) by (b) and subtracting (c) from the result, where:

 

(a) is the net result of:

 

  (1) the net asset value per share of the shares held in the subaccount determined at the end of the current valuation period, plus

 

  (2) the per share amount of any dividend or capital gain distribution made with respect to the shares held in the subaccount if the ex-dividend date occurs during the current valuation period, plus or minus

 

  (3) a per share credit or charge for any taxes determined by Transamerica to have resulted during the valuation period from the investment operations of the subaccount;

 

(b) is the net result of the net asset value per share of the shares held in the subaccount determined as of the end of the immediately preceding valuation period; and

 

(c) is an amount representing the separate account charge and any optional benefit fees, if applicable.

 

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Illustration of Separate Account Accumulation Unit Value Calculations

Formula and Illustration for Determining the Net Investment Factor

 

Net Investment Factor =

   (A + B - C) - E
  

D

 

Where: A =    The net asset value of an underlying fund portfolio share as of the end of the current valuation period.
   Assume    A = $11.57
            B =    The per share amount of any dividend or capital gains distribution since the end of the immediately preceding valuation period.
   Assume    B = 0
            C =    The per share charge or credit for any taxes reserved for at the end of the current valuation period.
   Assume    C = 0
            D =    The net asset value of an underlying fund portfolio share at the end of the immediately preceding valuation period.
   Assume    D = $11.40
            E =    The daily deduction for the mortality and expense risk fee, the administrative charge and any optional benefit fees. Assume E totals 0.65% on an annual basis. On a daily basis, this equals .000017751

 

Then, the net investment factor =

   (11.57 + 0 - 0) - .000017751 = Z = 1.01489453
  

(11.40)

Formula and Illustration for Determining Accumulation Unit Value

Accumulation Unit Value = A * B

 

Where: A =    The accumulation unit value for the immediately preceding valuation period.
   Assume    = $X
            B =    The net investment factor for the current valuation period.
   Assume    =  Y

Then, the accumulation unit value = $X * Y = $Z

Annuity Unit Value And Annuity Payment Rates

The amount of variable annuity payments will vary with annuity unit values. Annuity unit values rise if the net investment performance of the subaccount exceeds the annual assumed investment return of 5% annually. Conversely, annuity unit values fall if the net investment performance of the subaccount is less than the annual assumed investment return. The value of a variable annuity unit in each subaccount was established at $1.00 on the date operations began for that subaccount. The value of a variable annuity unit on any subsequent business day is equal to (a) multiplied by (b) multiplied by (c), where:

 

  (a) is the variable annuity unit value for the subaccount on the immediately preceding business day;

 

  (b) is the net investment factor for that subaccount for the valuation period; and

 

  (c) is the investment result adjustment factor for the valuation period.

 

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The investment result adjustment factor for the valuation period is the product of discount factors of .99986634 per day to recognize the 5% effective annual assumed investment return. The valuation period is the period from the close of the immediately preceding business day to the close of the current business day.

The net investment factor for the policy used to calculate the value of a variable annuity unit in each subaccount for the valuation period is determined by dividing (i) by (ii) and subtracting (iii) from the result, where:

 

  (i) is the result of:

 

  (1) the net asset value of a fund share held in that subaccount determined at the end of the current valuation period; plus

 

  (2) the per share amount of any dividend or capital gain distributions made by the fund for shares held in that subaccount if the ex-dividend date occurs during the valuation period; plus or minus

 

  (3) a per share charge or credit for any taxes reserved for, which Transamerica determines to have resulted from the investment operations of the subaccount.

 

  (ii) is the net asset value of a fund share held in that subaccount determined as of the end of the immediately preceding valuation period.

 

  (iii) is a factor representing the mortality and expense risk fee and administrative charge. This factor is equal, on an annual basis, to 0.65% of the daily net asset value of a fund share held in that subaccount.

The dollar amount of subsequent variable annuity payments will depend upon changes in applicable annuity unit values.

The annuity payment rates vary according to the annuity option elected and the sex and adjusted age of the annuitant at the annuity commencement date. The policy also contains a table for determining the adjusted age of the annuitant.

Illustration of Calculations for Annuity Unit Value

and Variable Annuity Payments

Formula and Illustration for Determining Annuity Unit Value

Annuity Unit Value = A * B * C

 

Where: A =

   Annuity unit value for the immediately preceding valuation period.
   Assume    = $X

            B =

   Net investment factor for the valuation period for which the annuity unit value is being calculated.
   Assume      = Y

            C =

   A factor to neutralize the annual assumed investment return of 5% built into the annuity tables used.   
   Assume      = Z

Then, the annuity unit value is: $X * Y * Z = $Q

 

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Formula and Illustration for Determining

Amount of First Monthly Variable Annuity Payment

 

First monthly variable annuity payment =

  A * B
  $1,000

 

Where: A =

   The adjusted policy value as of the annuity commencement date.   
   Assume    = $ X

            B =

   The annuity purchase rate per $1,000 of adjusted policy value based upon the option selected, the sex and adjusted age of the annuitant according to the tables contained in the policy.   
   Assume    = $ Y

 

Then, the first monthly variable annuity payment =

  $X * $Y = $Z
    1,000

Formula and Illustration for Determining the Number of Annuity Units

Represented by Each Monthly Variable Annuity Payment

 

Number of annuity units =

  A
  B

 

Where: A =

   The dollar amount of the first monthly variable annuity payment.   
   Assume    = $ X

            B =

   The annuity unit value for the valuation date on which the first monthly payment is due.   
   Assume    = $ Y

 

Then, the number of annuity units

  $X = Z
  $Y

INCOME SELECT FOR LIFE — ADDITIONAL INFORMATION

Example 1 (Income Select with Growth and Death):

Assumptions:

You        = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 55 on rider issue; age 65 at time withdrawals begin, which means Income Benefit Percentage is 5%.

TWB at rider issue = $100,000

TWB in 10 years (optional growth benefit for additional cost) = $100,000 * (1 + .05) ^ 10 = $162,889

MRWA (optional additional death benefit for additional cost) = $100,000

5% WD beginning 10 years from the rider date would be $8,144 (5% of the then-current $162,889 total withdrawal base)

Please Note that withdrawals under this rider can begin prior to the 10th rider anniversary, but the TWB growth will stop at the earlier of the 1st withdrawal or the 10th rider anniversary.

WD        = $8,144

Excess withdrawal (“EWD”) = None

 

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PV = $90,000 in 10 years

Step One. Is any portion of the withdrawal greater than the maximum annual withdrawal amount?

No. There is no excess withdrawal under the guarantee if no more than $8,144 is withdrawn.

Step Two. What is the minimum remaining withdrawal amount after the withdrawal has been taken?

 

  1. Total to deduct from the minimum remaining withdrawal amount is $8,144 (there is no excess to deduct)

 

  2. $100,000 - $8,144 = $91,856.

Result. In this example, because no portion of the withdrawal was in excess of $8,144, the total withdrawal base does not change and the minimum remaining withdrawal amount is $91,856.

Example 2 (Income Select with Growth and Death):

Assumptions:

You        = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 55 on rider issue; age 65 at time withdrawals begin, which means Income Benefit Percentage is 5%.

TWB at rider issue = $100,000

TWB in 10 years (optional growth benefit for additional cost) = $100,000 * (1 + .05) ^ 10 = $162,889

MRWA (optional additional death benefit for additional cost) = $100,000

5% WD beginning 10 years from the rider date would be $8,144 (5% of the then-current $162,889 total withdrawal base)

Please Note that withdrawals under this rider can begin prior to the 10th rider anniversary, but the TWB growth will stop at the earlier of the 1st withdrawal or the 10th rider anniversary.

 

WD

   =    $10,000

EWD

   =    $1,856 ($10,000 - $8,144)

PV

   =    $90,000 in 10 years

Step One. Is any portion of the total withdrawal greater than the maximum annual withdrawal amount?

Yes. $10,000 - $8,144 = $1,856 (the excess withdrawal amount)

Step Two. Calculate how much of the minimum remaining withdrawal amount is affected by the excess withdrawal.

 

  1. Formula for pro rata amount is: (EWD / (PV – 5% WD)) * (MRWA – 5% WD)

 

  2. ($1,856 / ($90,000 - $8,144)) * ($100,000 - $8,144) = $2,082.74

Step Three. Which is larger, the actual $1,856 excess withdrawal amount or the $2,082.74 pro rata amount?

$2,082.74 pro rata amount

Step Four. What is the minimum remaining withdrawal amount after the withdrawal has been taken?

 

  1. Total to deduct from the minimum remaining withdrawal amount is $8,144 (MAWA) + $2,082.74 (pro rata excess) = $10,226.74

 

  2. $100,000 - $10,226.74= $89,773.26

Result. The minimum remaining withdrawal amount is $89,773.26.

NOTE. For the guaranteed minimum withdrawal benefit, because there was an excess withdrawal amount, the total

 

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withdrawal base needs to be adjusted as well as a new lower maximum annual withdrawal amount. Had the withdrawal for this example not been more than $8,144, the total withdrawal base would remain at $162,889 and the maximum annual withdrawal amount would be $8,144. However, because an excess withdrawal has been taken, the total withdrawal base is also changed (this is the amount the 5% is based on).

New total withdrawal base:

Step One. The total withdrawal base is only reduced by amount of the excess or the pro rata amount if greater.

Step Two. Calculate how much the total withdrawal base is affected by the excess withdrawal.

 

  1. The formula is (EWD / (PV – 5% WD)) * TWB before any adjustments

 

  2. ($1,856 / ($90,000 - $8,144)) * $162,889 = $3,693.34

Step Three. Which is larger, the actual $1,856 excess withdrawal amount or the $3,693.34 pro rata amount?

$3,693.34 pro rata amount.

Step Four. What is the new total withdrawal base upon which the maximum annual withdrawal amount is based?

$162,889 - $3,693.34 = $159,195.66

Result. The new total withdrawal base is $159,195.66

New maximum annual withdrawal amount:

Because the total withdrawal base was adjusted (due to the excess withdrawal) we have to calculate a new maximum annual withdrawal amount for the 5% guarantee that will be available starting on the next calendar anniversary. This calculation assumes no more activity prior to the next calendar anniversary.

Step One. What is the new maximum annual withdrawal amount?

$159,195.66 (the adjusted total withdrawal base) * 5% = $7,959.78

Result. Going forward, the maximum you can take out in a year is $7,959.78 without causing an excess withdrawal for the guarantee and further reduction of the total withdrawal base.

HISTORICAL PERFORMANCE DATA

Subaccount Yields

Transamerica may from time to time advertise or disclose the current annualized yield of one or more of the subaccounts for 30-day periods. The annualized yield of a subaccount refers to income generated by the subaccount over a specific 30-day period. Because the yield is annualized, the yield generated by a subaccount during the 30-day period is assumed to be generated each 30-day period over a 12-month period. The yield is computed by: (i) dividing the net investment income of the subaccount less subaccount expenses for the period, by (ii) the maximum offering price per unit on the last day of the period times the daily average number of units outstanding for the period, (iii) compounding that yield for a 6-month period, and (iv) multiplying that result by 2. Expenses attributable to the subaccount include (i) the administrative charges; (ii) the mortality and expense risk fee; and (iii) the distribution financing charge. The 30-day yield is calculated according to the following formula:

 

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Yield = 2 x ((((NI - ES)/(U x UV)) + 1)6 - 1)

Where:

 

NI

   =    Net investment income of the subaccount for the 30-day period attributable to the subaccount’s unit.

ES

   =    Expenses of the subaccount for the 30-day period.

U

   =    The average number of units outstanding.

UV

   =    The unit value at the close (highest) of the last day in the 30-day period.

Because of the charges and deductions imposed by the separate account, the yield for a subaccount will be lower than the yield for its corresponding portfolio. The yield calculations do not reflect the effect of any premium taxes that may be applicable to a particular policy.

The yield on amounts held in the subaccounts normally will fluctuate over time. Therefore, the disclosed yield for any given past period is not an indication or representation of future yields or rates of return. The types and quality of its investments and its operating expenses affect a subaccount’s actual yield.

Total Returns

Transamerica may from time to time also advertise or disclose total returns for one or more of the subaccounts for various periods of time. One of the periods of time will include the period measured from the date the subaccount commenced operations. When a subaccount has been in operation for 1, 5 and 10 years, respectively, the total return for these periods will be provided. Total returns for other periods of time may from time to time also be disclosed. Total returns represent the average annual compounded rates of return that would equate an initial investment of $1,000 to the redemption value of that investment as of the last day of each of the periods. The ending date for each period for which total return quotations are provided will be for the most recent month end practicable, considering the type and media of the communication and will be stated in the communication.

Total returns will be calculated using subaccount unit values which Transamerica calculates on each business day based on the performance of the separate account’s underlying portfolio and the deductions for the mortality and expense risk fee, and the administrative charges. The total return will then be calculated according to the following formula:

P (1 + T)n = ERV

Where:

 

T

   =    The average annual total return net of subaccount recurring charges.

ERV

   =    The ending redeemable value of the hypothetical account at the end of the period.

P

   =    A hypothetical initial payment of $1,000.

N

   =    The number of years in the period.

Other Performance Data

Transamerica may from time to time also disclose average annual total returns in a non-standard format in conjunction with the standard format described above.

 

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Transamerica may from time to time also disclose cumulative total returns in conjunction with the standard format described above. The cumulative returns will be calculated using the following formula.

CTR = (ERV / P) - 1

Where:

 

CTR

   =    The cumulative total return net of subaccount recurring charges for the period.

ERV

   =    The ending redeemable value of the hypothetical investment at the end of the period.

P

   =    A hypothetical initial payment of $1,000.

All non-standardized performance data will only be advertised if the standardized performance data is also disclosed.

Adjusted Historical Performance Data

From time to time, sales literature or advertisements may quote average annual total returns for periods prior to the date a particular subaccount commenced operations. Such performance information for the subaccounts will be calculated based on the performance of the various portfolios and the assumption that the subaccounts were in existence for the same periods as those indicated for the portfolios, with the level of policy charges that are currently in effect.

PUBLISHED RATINGS

Transamerica may from time to time publish in advertisements, sales literature and reports to owners, the ratings and other information assigned to it by one or more independent rating organizations such as A.M. Best Company, Standard & Poor’s Insurance Ratings Services, Moody’s Investors Service and Fitch Financial Ratings. The purpose of the ratings is to reflect the financial strength of Transamerica. The ratings should not be considered as bearing on the investment performance of assets held in the separate account or of the safety or riskiness of an investment in the separate account. Each year the A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. In addition, these ratings may be referred to in advertisements or sales literature or in reports to owners. These ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance policies in accordance with their terms.

STATE REGULATION OF TRANSAMERICA

Transamerica is subject to the laws of New York governing insurance companies and to regulation by the New York Department of Insurance. An annual statement in a prescribed form is filed with the Department of Insurance each year covering the operation of Transamerica for the preceding year and its financial condition as of the end of such year. Regulation by the Department of Insurance includes periodic examination to determine Transamerica’s contract liabilities and reserves so that the Department may determine the items are correct. Transamerica’s books and accounts are subject to review by the Department of Insurance at all times and a full examination of its operations is conducted periodically by the National Association of Insurance Commissioners. In addition, Transamerica is subject to regulation under the insurance laws of other jurisdictions in which it may operate.

 

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ADMINISTRATION

Transamerica performs administrative services for the policies. These services include issuance of the policies, maintenance of records concerning the policies, and certain valuation services.

RECORDS AND REPORTS

All records and accounts relating to the separate account will be maintained by Transamerica. As presently required by the 1940 Act, as amended, and regulations promulgated thereunder, Transamerica will mail to all owners at their last known address of record, at least annually, reports containing such information as may be required under that Act or by any other applicable law or regulation. Owners may also receive confirmation of each financial transaction and any other reports required by law or regulation. However, for certain routine transactions (for example, regular monthly premiums deducted from your checking account, or regular annuity payments Transamerica sends to you) you may only receive quarterly confirmations.

DISTRIBUTION OF THE POLICIES

The policies are offered to the public through brokers licensed under the federal securities laws and, as necessary, state insurance laws. The offering of the policies is continuous and we do not anticipate discontinuing the offering of the policies, however, we reserve the right to do so.

Our affiliate, AFSG Securities Corporation (“AFSG”), serves as principal underwriter for the policies. AFSG was incorporated in Pennsylvania, and its home office is located at 4333 Edgewood Road NE, Cedar Rapids, Iowa 52499-0001. AFSG, like us, is an indirect, wholly owned subsidiary of AEGON USA. AFSG is registered as broker-dealer with the Securities and Exchange Commission under the Securities and Exchange Act of 1934 and, as necessary, with the securities commissions in the states in which it operates, and is a member of NASD, Inc. The policies are offered to the public through broker-dealers (“selling firms”) licensed under the federal securities laws and state insurance laws that have entered into selling agreement with AFSG. The policies are sold through registered representatives of the selling firms who are appointed as our insurance agents. Commissions are paid to the selling firms under their respective agreements with AFSG.

As of December 31, 2006, no amount was paid to AFSG and/or the selling firms for their services regarding the policies because this separate account had not commenced. AFSG passes through commissions it receives to the selling firms for their respective sales, and does not retain any portion of those commissions in return for its services as principal underwriter of the policies. However, under the agreement between us and AFSG, we pay AFSG’s operating and other expenses.

We and/or AFSG may pay the selling firms additional amounts for: (1) “preferred product” treatment of the policies in their marketing programs, which may include marketing services and increased access to their sales representatives; (2) sales promotions relating to the policies; (3) costs associated with sales conferences and educational seminars for its sales representatives; and (4) other sales expenses incurred by a selling firm and its representatives. We and/or AFSG may make payments to a selling firm based on aggregate sales or persistency standards. These additional payments are not offered to all selling firms, and the terms of any particular agreement governing the payments may vary among selling firms.

 

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VOTING RIGHTS

To the extent required by law, Transamerica will vote the underlying fund portfolios’ shares held by the separate account at regular and special shareholder meetings of the underlying fund portfolios in accordance with instructions received from persons having voting interests in the portfolios, although none of the underlying fund portfolios hold regular annual shareholder meetings. If, however, the 1940 Act or any regulation thereunder should be amended or if the present interpretation thereof should change, and as a result Transamerica determines that it is permitted to vote the underlying fund portfolios shares in its own right, it may elect to do so.

Before the annuity commencement date, you hold the voting interest in the selected portfolios. The number of votes that you have the right to instruct will be calculated separately for each subaccount. The number of votes that you have the right to instruct for a particular subaccount will be determined by dividing your policy value in the subaccount by the net asset value per share of the corresponding portfolio in which the subaccount invests. Fractional shares will be counted.

After the annuity commencement date, the person receiving annuity payments has the voting interest, and the number of votes decreases as annuity payments are made and as the reserves for the policy decrease. The person’s number of votes will be determined by dividing the reserve for the policy allocated to the applicable subaccount by the net asset value per share of the corresponding portfolio. Fractional shares will be counted.

The number of votes that you or the person receiving income payments has the right to instruct will be determined as of the date established by the underlying fund portfolios for determining shareholders eligible to vote at the meeting of the underlying fund portfolios. Transamerica will solicit voting instructions by sending you, or other persons entitled to vote, written requests for instructions prior to that meeting in accordance with procedures established by the underlying fund portfolios. Portfolio shares as to which no timely instructions are received, and shares held by Transamerica in which you, or other persons entitled to vote have no beneficial interest, will be voted in proportion to the voting instructions that are received with respect to all policies participating in the same subaccount.

Each person having a voting interest in a subaccount will receive proxy material, reports, and other materials relating to the appropriate portfolio.

OTHER PRODUCTS

Transamerica makes other variable annuity policies available that may also be funded through the separate account. These variable annuity policies may have different features, such as different investment choices or charges.

CUSTODY OF ASSETS

Transamerica holds assets of each of the subaccounts. The assets of each of the subaccounts are segregated and held separate and apart from the assets of the other subaccounts and from Transamerica’s general account assets. Transamerica maintains records of all purchases and redemptions of shares of the underlying fund portfolios held by each of the subaccounts. Additional protection for the assets of the separate account is afforded by Transamerica’s fidelity bond, presently in the amount of $5,000,000, covering the acts of officers and employees of Transamerica.

 

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LEGAL MATTERS

Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice to Transamerica relating to certain matters under the federal securities laws.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

There are no financial statements for the subaccounts because they had not commenced operations as of December 31, 2006. The statutory-basis financial statements and schedules of Transamerica at December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, appearing herein, have been audited by Ernst & Young LLP, 801 Grand Avenue, Suite 3000, Des Moines, Iowa 50309, Independent Registered Public Accounting Firm, as set forth in their respective reports thereon appearing elsewhere herein, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing.

OTHER INFORMATION

A Registration Statement has been filed with the SEC, under the Securities Act of 1933 as amended, with respect to the policies discussed in this SAI. Not all of the information set forth in the Registration Statement, amendments and exhibits thereto has been included in the prospectus or this SAI. Statements contained in the prospectus and this SAI concerning the content of the policies and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC.

FINANCIAL STATEMENTS

The values of your interest in the separate account will be affected solely by the investment results of the selected subaccount(s). The statutory-basis financial statements and schedules of Transamerica Financial Life Insurance Company, which are included in this SAI, should be considered only as bearing on the ability of Transamerica to meet its obligations under the policies. They should not be considered as bearing on the investment performance of the assets held in the separate account.

 

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FINANCIAL STATEMENTS AND SCHEDULES – STATUTORY BASIS

Transamerica Financial Life Insurance Company

Years Ended December 31, 2006, 2005, and 2004


Table of Contents

Transamerica Financial Life Insurance Company

Financial Statements and Schedules – Statutory Basis

Years Ended December 31, 2006, 2005, and 2004

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements

  

Balance Sheets – Statutory Basis

   3

Statements of Operations – Statutory Basis

   5

Statements of Changes in Capital and Surplus – Statutory Basis

   6

Statements of Cash Flow – Statutory Basis

   8

Notes to Financial Statements – Statutory Basis

   10

Statutory-Basis Financial Statement Schedules

  

Summary of Investments – Other Than Investments in Related Parties

   48

Supplementary Insurance Information

   49

Reinsurance

   50


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors

Transamerica Financial Life Insurance Company

We have audited the accompanying statutory-basis balance sheets of Transamerica Financial Life Insurance Company (an indirect wholly owned subsidiary of AEGON N.V.) as of December 31, 2006 and 2005, and the related statutory-basis statements of operations, changes in capital and surplus, and cash flow for each of the three years in the period ended December 31, 2006. Our audits also included the statutory-basis financial statement schedules required by Regulation S-X, Article 7. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company presents its financial statements in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of New York, which practices differ from U.S. generally accepted accounting principles. The variances between such practices and U.S. generally accepted accounting principles are also described in Note 1. The effects on the financial statements of these variances are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with U.S. generally accepted accounting principles, the financial position of Transamerica Financial Life Insurance Company at December 31, 2006 and 2005, or the results of its operations or its cash flow for each of the three years in the period ended December 31, 2006.

 

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However, in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Transamerica Financial Life Insurance Company at December 31, 2006 and 2005, and the results of its operations and its cash flow for each of the three years in the period ended December 31, 2006, in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of New York. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic statutory-basis financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As discussed in Note 2 to the financial statements, in 2006 Transamerica Financial Life Insurance Company changed its accounting for investments in certain low income housing tax credit properties. Also as discussed in Note 2 to the financial statements, in 2005 Transamerica Financial Life Insurance Company changed its accounting for investments in subsidiary, controlled, and affiliated entities as well as its accounting for transfers and servicing of financial assets and extinguishments of liabilities.

/s/ Ernst & Young LLP

Des Moines, Iowa

March 13, 2007

 

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Transamerica Financial Life Insurance Company

Balance Sheets – Statutory Basis

(Dollars in Thousands, Except per Share Data)

 

     December 31
     2006    2005

Admitted assets

     

Cash and invested assets:

     

Bonds:

     

Affiliated entities

   $ 5,000    $ —  

Unaffiliated entities

     6,273,620      6,676,470

Preferred stocks

     145,220      5,318

Common stocks:

     

Affiliated entities (cost: 2006 - $1,208; 2005 - $685)

     1,382      830

Unaffiliated (cost: 2006 - $44,627; 2005 - $68,912)

     57,501      83,015

Mortgage loans on real estate

     1,063,723      787,729

Policy loans

     46,470      43,836

Receivable for securities

     16,332      1,339

Cash, cash equivalents and short-term investments

     197,554      161,703

Other invested assets

     80,652      34,448
             

Total cash and invested assets

     7,887,454      7,794,688

Premiums deferred and uncollected

     105,530      113,405

Due and accrued investment income

     82,969      88,863

Federal and foreign income tax recoverable

     —        7,358

Net deferred income tax asset

     17,848      19,209

Reinsurance receivable

     48,703      30,534

Receivable from parent, subsidiaries and affiliates

     41,627      —  

Other admitted assets

     61,132      47,607

Separate account assets

     8,557,416      8,410,849
             

Total admitted assets

   $ 16,802,679    $ 16,512,513
             

 

3


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     December 31
     2006    2005

Liabilities and capital and surplus

     

Liabilities:

     

Aggregate reserves for policies and contracts:

     

Life

   $ 904,998    $ 855,900

Annuity

     5,590,652      5,715,721

Accident and health

     35,623      26,190

Policy and contract claim reserves:

     

Life

     101,694      88,384

Accident and health

     12,686      13,366

Liability for deposit-type contracts

     268,161      271,836

Other policyholders’ funds

     765      945

Transfers to separate accounts due or accrued

     1,637      3,037

Remittances and items not allocated

     140,734      113,427

Borrowed money

     74,046      —  

Asset valuation reserve

     90,484      79,968

Interest maintenance reserve

     33,043      57,374

Funds held under coinsurance and other reinsurance treaties

     9,710      29,469

Reinsurance in unauthorized companies

     5,873      4,510

Commissions and expense allowances payable on reinsurance assumed

     14,151      14,775

Payable for securities

     11,185      886

Payable to affiliates

     29,666      10,584

Federal and foreign income taxes payable

     5,034      —  

Other liabilities

     27,162      14,882

Separate account liabilities

     8,557,298      8,409,163
             

Total liabilities

     15,914,602      15,710,417

Capital and surplus:

     

Common stock, $125 per share par value, 16,466 shares authorized, issued and outstanding

     2,058      2,058

Preferred stock, $10 per share par value, 44,175 shares authorized, issued and outstanding

     442      442

Paid-in surplus

     602,130      600,100

Special surplus

     2,825      3,526

Unassigned surplus

     280,622      195,970
             

Total capital and surplus

     888,077      802,096
             

Total liabilities and capital and surplus

   $ 16,802,679    $ 16,512,513
             

See accompanying notes.

 

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Transamerica Financial Life Insurance Company

Statements of Operations – Statutory Basis

(Dollars in Thousands)

 

     Year Ended December 31  
     2006     2005     2004  

Revenue:

      

Premiums and other considerations, net of reinsurance:

      

Life

   $ 379,741     $ 249,826     $ 297,947  

Annuity

     2,153,973       2,213,609       1,783,627  

Accident and health

     53,652       58,083       56,235  

Net investment income

     417,646       420,913       418,428  

Amortization of interest maintenance reserve

     9,968       14,342       13,484  

Commissions and expense allowances on reinsurance ceded

     55,505       113,924       58,367  

Income from fees associated with investment management, administration and contract guarantees for separate accounts

     68,205       59,950       57,170  

Reinsurance reserve adjustment

     (3,314 )     (8,546 )     133,178  

Consideration on reinsurance transaction

     20,198       —         —    

Other income

     4,102       5,755       4,297  
                        
     3,159,676       3,127,856       2,822,733  

Benefits and expenses:

      

Benefits paid or provided for:

      

Life and accident and health benefits

     317,136       223,756       225,026  

Surrender benefits

     2,747,378       2,052,174       1,867,950  

Other benefits

     76,848       74,894       65,621  

Increase (decrease) in aggregate reserves for policies and contracts:

      

Life

     49,098       33,552       187,615  

Annuity

     (125,069 )     (49,133 )     36,907  

Accident and health

     9,433       (493 )     (1,703 )
                        
     3,074,824       2,334,750       2,381,416  

Insurance expenses:

      

Commissions

     130,659       169,842       102,296  

General insurance expenses

     86,676       88,317       89,254  

Taxes, licenses and fees

     6,048       227       4,628  

Net transfers to (from) separate accounts

     (279,236 )     396,035       89,466  

Other expenses

     15,057       (11,653 )     29,580  
                        
     (40,796 )     642,768       315,224  
                        

Total benefits and expenses

     3,034,028       2,977,518       2,696,640  
                        

Gain from operations before dividends to policyholders, federal income tax expense and net realized capital losses on investments

     125,648       150,338       126,093  

Dividends to policyholders

     —         104       2  

Gain from operations before federal income tax expense and net realized capital losses on investments

     125,648       150,234       126,091  

Federal income tax expense

     27,475       31,920       16,249  
                        

Gain from operations before net realized capital losses on investments

     98,173       118,314       109,842  

Net realized capital losses on investments (net of related federal income taxes and amounts transferred to interest maintenance reserve)

     (4,906 )     (1,608 )     (30,520 )
                        

Net income

   $ 93,267     $ 116,706     $ 79,322  
                        

See accompanying notes.

 

5


Table of Contents

Transamerica Financial Life Insurance Company

Statements of Changes in Capital and

Surplus – Statutory Basis

(Dollars in Thousands)

 

     Common
Stock
   Preferred
Stock
   Paid-in
Surplus
   Special
Surplus
Funds
   Unassigned
Surplus
    Total
Capital and
Surplus
 

Balance at January 1, 2004

   $ 2,058    $ 442    $ 600,100    $ 2,547    $ 21,174     $ 626,321  

Net income

     —        —        —        247      79,075       79,322  

Change in nonadmitted assets

     —        —        —        —        (5,821 )     (5,821 )

Change in unrealized capital gains/losses

     —        —        —        —        9,595       9,595  

Change in liability for reinsurance in unauthorized companies

     —        —        —        —        202       202  

Change in asset valuation reserve

     —        —        —        —        (12,493 )     (12,493 )

Change in net deferred income tax asset

     —        —        —        —        (7,446 )     (7,446 )

Reinsurance transactions

     —        —        —        —        (2,620 )     (2,620 )

Net change in surplus in separate accounts

     —        —        —        —        2,817       2,817  

Contributed surplus related to stock appreciation rights plan of indirect parent

     —        —        822      —        —         822  
                                            

Balance at December 31, 2004

     2,058      442      600,922      2,794      84,483       690,699  

Net income

     —        —        —        732      115,974       116,706  

Change in nonadmitted assets

     —        —        —        —        43,676       43,676  

Change in unrealized capital gains/losses

     —        —        —        —        (2,741 )     (2,741 )

Change in liability for reinsurance in unauthorized companies

     —        —        —        —        4,170       4,170  

Change in asset valuation reserve

     —        —        —        —        (12,286 )     (12,286 )

Change in net deferred income tax asset

     —        —        —        —        (31,257 )     (31,257 )

Reinsurance transactions

     —        —        —        —        (2,620 )     (2,620 )

Dividend to stockholder

     —        —        —        —        (5,000 )     (5,000 )

Contributed surplus related to stock appreciation rights plan of indirect parent

     —        —        749      —        —         749  
                                            

Balance at December 31, 2005

   $ 2,058    $ 442    $ 601,671    $ 3,526    $ 194,399     $ 802,096  

 

6


Table of Contents

Transamerica Financial Life Insurance Company

Statements of Changes in Capital and

Surplus – Statutory Basis (continued)

(Dollars in Thousands)

 

     Common
Stock
   Preferred
Stock
   Paid-in
Surplus
   Special
Surplus
Funds
    Unassigned
Surplus
    Total
Capital and
Surplus
 

Balance at December 31, 2005

   $ 2,058    $ 442    $ 601,671    $ 3,526     $ 194,399     $ 802,096  

Net income (loss)

     —        —        —        (701 )     93,968       93,267  

Change in nonadmitted assets

     —        —        —        —         (11,352 )     (11,352 )

Change in net unrealized capital gains/losses

     —        —        —        —         (369 )     (369 )

Change in liability for reinsurance in unauthorized companies

     —        —        —        —         (1,363 )     (1,363 )

Change in asset valuation reserve

     —        —        —        —         (10,516 )     (10,516 )

Change in net deferred income tax asset

     —        —        —        —         17,113       17,113  

Reinsurance transactions

     —        —        —        —         (995 )     (995 )

Cumulative effect of change in accounting principles

     —        —        —        —         (40 )     (40 )

Change in surplus in separate accounts

     —        —        —        —         (223 )     (223 )

Contributed surplus related to stock appreciation rights plan of indirect parent

     —        —        459      —         —         459  
                                             

Balance at December 31, 2006

   $ 2,058    $ 442    $ 602,130    $ 2,825     $ 280,622     $ 888,077  
                                             

See accompanying notes.

 

7


Table of Contents

Transamerica Financial Life Insurance Company

Statements of Cash Flow – Statutory Basis

(Dollars in Thousands)

 

     Year Ended December 31  
     2006     2005     2004  

Operating activities

      

Premiums collected, net of reinsurance

   $ 2,581,640     $ 2,535,755     $ 2,104,038  

Net investment income

     440,921       445,613       439,891  

Miscellaneous income

     326,678       168,131       111,931  

Benefit and loss related payments

     (3,168,580 )     (2,303,367 )     (2,134,730 )

Net transfers (to) from separate account

     277,836       (391,702 )     (73,106 )

Commissions, expenses paid and aggregate write-ins for deductions

     (226,521 )     (249,330 )     (232,188 )

Dividends paid to policyholders

     —         (104 )     (2 )

Federal and foreign income taxes paid

     (8,119 )     (30,924 )     (27,108 )
                        

Net cash provided by operating activities

     223,855       174,072       188,726  

Investing activities

      

Proceeds from investments sold, matured or repaid:

      

Bonds

     3,953,279       3,235,404       3,747,320  

Preferred stock

     67,383       5,343       50  

Common stock

     61,034       53,797       19,428  

Mortgage loans

     81,313       123,334       156,600  

Other invested assets

     6,964       10,162       14,770  

Miscellaneous proceeds

     3,989       1,138       142,082  
                        

Total investment proceeds

     4,173,962       3,429,178       4,080,250  

Cost of investments acquired:

      

Bonds

     (3,711,556 )     (3,240,283 )     (4,056,614 )

Preferred stock

     (95,149 )     (5,293 )     —    

Common stock

     (29,369 )     (87,617 )     (20,585 )

Mortgage loans

     (353,100 )     (288,647 )     (160,660 )

Other invested assets

     (53,554 )     (11,942 )     (8,489 )

Miscellaneous applications

     (17,060 )     (121,609 )     (28,103 )
                        

Total cost of investments acquired

     (4,259,788 )     (3,755,391 )     (4,274,451 )

Net (increase) decrease in policy loans

     (2,614 )     (1,732 )     527  
                        

Net cost of investments acquired

     (4,262,402 )     (3,757,123 )     (4,273,924 )
                        

Net cash used in investing activities

     (88,440 )     (327,945 )     (193,674 )

 

8


Table of Contents

Transamerica Financial Life Insurance Company

Statements of Cash Flow – Statutory Basis (continued)

(Dollars in Thousands)

 

     Year Ended December 31
     2006     2005     2004

Financing and miscellaneous activities

      

Net deposits on deposit-type contracts and other insurance liabilities

   $ (15,910 )   $ 56,797     $ 103,496

Borrowed funds received

     73,683       —         —  

Dividends to stockholders

     —         (5,000 )     —  

Funds withheld under reinsurance treaties with unauthorized reinsurers

     (201,054 )     934       4,507

Other cash provided (used)

     43,717       (38,312 )     33,083
                      

Net cash provided by (used in) financing and miscellaneous activities

     (99,564 )     14,419       141,086
                      

Net increase (decrease) in cash and short-term investments

     35,851       (139,454 )     136,138

Cash, cash equivalents and short-term investments:

      

Beginning of year

     161,703       301,157       165,019

End of year

   $ 197,554     $ 161,703     $ 301,157
                      

Non-cash proceeds:

      

Hybrid schedule reclass

   $ 113,292     $ —       $ —  
                      

See accompanying notes.

 

9


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

1. Organization and Summary of Significant Accounting Policies

Organization

Transamerica Financial Life Insurance Company (the Company) is a stock life insurance company and is majority owned by AEGON USA, Inc. (AEGON) and minority owned by Transamerica Occidental Life Insurance Company (TOLIC). Both AEGON and TOLIC are indirect, wholly owned subsidiaries of AEGON N.V., a holding company organized under the laws of The Netherlands.

Nature of Business

The Company primarily sells fixed and variable pension and annuity products, group life coverages, life insurance, investment contracts, structured settlements and guaranteed interest contracts and funding agreements. The Company is licensed in 50 states and the District of Columbia. Sales of the Company’s products are primarily through brokers.

Basis of Presentation

The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the Department of Insurance of the State of New York, which practices differ from U.S. generally accepted accounting principles (GAAP). The more significant variances from GAAP are:

Investments: Investments in bonds and mandatorily redeemable preferred stocks are reported at amortized cost or fair value based on their National Association of Insurance Commissioners (NAIC) rating; for GAAP, such fixed maturity investments would be designated at purchase as held-to-maturity, trading, or available-for-sale. Held-to-maturity fixed investments would be reported at amortized cost, and the remaining fixed maturity investments would be reported at fair value with unrealized holding gains and losses reported in operations for those designated as trading and as a separate component of other comprehensive income for those designated as available-for-sale. Fair value for statutory purposes is based on the price published by the Securities Valuation Office of the NAIC (SVO), if available, whereas fair value for GAAP is based on quoted market prices.

 

10


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

All single class and multi-class mortgage-backed/asset-backed securities (e.g., CMOs) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discount or amortization of premium of such securities using either the retrospective or prospective methods. If it is determined that a decline in fair value is other than temporary, the cost basis of the security is written down to the undiscounted estimated future cash flows. For GAAP purposes, all securities, purchased or retained, that represent beneficial interests in securitized assets, other than high credit quality securities, are adjusted using the prospective method when there is a change in estimated future cash flows. If it is determined that a decline in fair value is other than temporary, the cost basis of the security is written down to fair value. If high credit quality securities are adjusted, the retrospective method is used.

Derivative instruments used in hedging transactions that meet the criteria of an effective hedge are valued and reported in a manner that is consistent with the hedged asset or liability. Embedded derivatives are not accounted for separately from the host contract. Under GAAP, all derivatives are reported on the balance sheet at fair value, the effective and ineffective portions of a single hedge are accounted for separately, and an embedded derivative within a contract that is not clearly and closely related to the economic characteristics and risk of the host contract is accounted for separately from the host contract and valued and reported at fair value, and the change in fair value for cash flow hedges is credited or charged directly to a separate component of capital and surplus rather than to income as required for fair value hedges.

Valuation allowances, if necessary, are established for mortgage loans based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. Under GAAP, such allowances are based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, if foreclosure is probable, on the estimated fair value of the collateral.

The initial valuation allowance and subsequent changes in the allowance for mortgage loans are charged or credited directly to unassigned surplus, rather than being included as a component of earnings as would be required under GAAP.

 

11


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Valuation Reserves: Under a formula prescribed by the NAIC, the Company defers the portion of realized capital gains and losses on sales of fixed income investments, principally bonds and mortgage loans, attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity of the bond or mortgage loan. That net deferral is reported as the “interest maintenance reserve” (IMR) in the accompanying balance sheets. Realized capital gains and losses are reported in income net of federal income tax and transfers to the IMR. Under GAAP, realized capital gains and losses are reported in the statement of operations on a pretax basis in the period that the assets giving rise to the gains or losses are sold.

The “asset valuation reserve” (AVR) provides a valuation allowance for invested assets. The AVR is determined by an NAIC prescribed formula with changes reflected directly in unassigned surplus; AVR is not recognized for GAAP.

Policy Acquisition Costs: The costs of acquiring and renewing business are expensed when incurred. Under GAAP, acquisition costs related to traditional life insurance and certain long-duration accident and health insurance, to the extent recoverable from future policy revenues, would be deferred and amortized over the premium-paying period of the related policies using assumptions consistent with those used in computing policy benefit reserves; for universal life insurance and investment products, to the extent recoverable from future gross profits, deferred policy acquisition costs are amortized generally in proportion to the present value of expected gross profits from surrender charges and investment, mortality, and expense margins.

Nonadmitted Assets: Certain assets designated as “nonadmitted”, primarily deferred tax assets and amounts recoverable from reinsurers, are excluded from the accompanying balance sheets and are charged directly to unassigned surplus. Under GAAP, such assets are included in the balance sheet to the extent that those assets are not impaired.

 

12


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Universal Life and Annuity Policies: Revenues for universal life and annuity policies with mortality or morbidity risk (including annuities with purchase rate guarantees) consist of the entire premium received and benefits incurred represent the total of death benefits paid and the change in policy reserves. Premiums received and benefits incurred for annuity policies without mortality or morbidity risk are recorded using deposit accounting, and recorded directly to an appropriate policy reserve account, without recognizing premium income or benefits paid. Interest on these policies is reflected in other benefits. Under GAAP, for universal life, premiums received in excess of policy charges would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values. Under GAAP, for all annuity policies without significant mortality risk, premiums received and benefits paid would be recorded directly to the reserve liability.

Benefit Reserves: Certain policy reserves are calculated based on statutorily required interest and mortality assumptions rather than on estimated expected experience or actual account balances as would be required under GAAP.

Reinsurance: Any reinsurance balance amounts deemed to be uncollectible have been written off through a charge to operations. A liability for reinsurance balances has been provided for unsecured policy reserves ceded to reinsurers not authorized to assume such business. Changes to those amounts are credited or charged directly to unassigned surplus. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings.

Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves rather than as assets as would be required under GAAP.

Commissions allowed by reinsurers on business ceded are reported as income when incurred rather than being deferred and amortized with deferred policy acquisition costs as required under GAAP.

 

13


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Deferred Income Taxes: Deferred income tax assets are limited to 1) the amount of federal income taxes paid in prior years that can be recovered through loss carrybacks for existing temporary differences that reverse by the end of the subsequent calendar year, plus 2) the lesser of the remaining gross deferred income tax assets expected to be realized within one year of the balance sheet date or 10 percent of capital and surplus excluding any net deferred income tax assets, electronic data processing equipment and operating software and any net positive goodwill, plus 3) the amount of remaining gross deferred income tax assets that can be offset against existing gross deferred income tax liabilities. The remaining deferred income tax assets are non- admitted. Deferred income taxes do not include amounts for state taxes. Under GAAP, state taxes are included in the computation of deferred income taxes, a deferred income tax asset is recorded for the amount of gross deferred income tax assets expected to be realized in future years, and a valuation allowance is established for deferred income tax assets not expected to be realizable.

Goodwill: Goodwill is admitted subject to an aggregate limitation of 10% of the capital and surplus in the most recently filed annual statement excluding electronic data processing equipment, operating system software, net deferred income tax assets and net positive goodwill. Excess goodwill is nonadmitted. Goodwill is amortized over ten years. Under GAAP, goodwill is not amortized but is assessed for impairment on an annual basis, or more frequently if circumstances indicate that a possible impairment has occurred.

Policyholder Dividends: Policyholder dividends are recognized when declared rather than over the term of the related policies.

Statements of Cash Flow: Cash, cash equivalents, and short-term investments in the statements of cash flow represent cash balances and investments with initial maturities of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents includes cash balances and investments with initial maturities of three months or less.

The effects of the foregoing variances from GAAP on the accompanying statutory-basis financial statements have not been determined by the Company, but are presumed to be material.

Other significant accounting practices are as follows:

 

14


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Investments

Investments in bonds, except those to which the Securities Valuation Office (SVO) of the NAIC has ascribed a designation of an NAIC 6, are reported at amortized cost using the interest method.

Single class and multi-class mortgage-backed/asset-backed securities are valued at amortized cost using the interest method including anticipated prepayments, except for those with an NAIC designation of 6 which are valued at the lower of amortized cost or fair value. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities.

Investments in preferred stocks in good standing are reported at cost. Investments in preferred stocks not in good standing are reported at the lower of cost or fair value as determined by the SVO and the related net unrealized capital gains (losses) are reported in unassigned surplus along with any adjustment for federal income taxes.

Beginning in 2006, hybrid securities, not classified as debt by the SVO, are reported as preferred stock. Hybrid securities, as defined by the NAIC, are securities designed with characteristics of both debt and equity and provide protection to the issuer’s senior note holders. As a result, $113,292 securities previously classified as bonds by the Company have been reclassified as preferred stock as of December 31, 2006. Although the classification has changed, these hybrid securities continue to meet the definition of a bond, in accordance with SSAP No. 26, Bonds, excluding Loan-backed and Structured Securities and therefore, are reported at amortized cost based upon their NAIC rating. A corresponding reclassification was not made as of December 31, 2005.

Common stocks of unaffiliated companies are reported at fair value as determined by the SVO and the related net unrealized capital gains (losses) are reported in unassigned surplus along with an adjustment for federal income taxes.

Common stocks of noninsurance subsidiaries are accounted for based on audited GAAP equity. The net change in the subsidiaries’ equity is included in the change in net unrealized capital gains or losses.

There are no restrictions on common or preferred stock.

Short-term investments include investments with remaining maturities of one year or less at the time of acquisition and are principally stated at amortized cost.

 

15


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Cash equivalents are short-term highly liquid investments with original maturities of three months or less and are principally stated at amortized cost.

Mortgage loans are reported at unpaid principal balances, less an allowance for impairment. A mortgage loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage agreement. When management determines that the impairment is other than temporary; the mortgage loan is written down to realizable value and a realized loss is recognized.

Policy loans are reported at unpaid principal balances. Other “admitted assets” are valued principally at cost.

The Company has minor ownership interests in limited partnerships. The Company carries these interests based on its interest in the underlying GAAP equity of the investee. The Company did not recognize any impairment write-down for its investments in limited partnerships during the years ended December 31, 2006, 2005 and 2004.

Investments in Low Income Housing Tax Credit (LIHTC) Properties are valued at amortized cost. Tax credits are recognized in operations in the tax reporting year in which the tax credit is utilized by the Company.

Realized capital gains and losses are determined on the basis of specific identification and are recorded net of related federal income taxes. Changes in admitted asset carrying amounts of bonds, mortgage loans, common and preferred stocks are credited or charged to unassigned surplus.

Interest income is recognized on an accrual basis. The Company does not accrue income on bonds in default, mortgage loans on real estate in default and/or foreclosure or which are delinquent more than twelve months, or real estate where rent is in arrears for more than three months. Further, income is not accrued when collection is uncertain. At December 31, 2006 and 2005, the Company excluded investment income due and accrued of $443 and $346, respectively, with respect to such practices.

The carrying values of all investments are reviewed on an ongoing basis for credit deterioration. If this review indicates a decline in fair value that is other than temporary, the carrying value of the investment is reduced to its fair value, and a specific writedown is taken. Such reductions in carrying value are recognized as realized losses on investments.

 

16


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

For dollar reverse repurchase agreements, the Company receives cash collateral in an amount at least equal to the market value of the securities transferred by the Company in the transaction as of the transaction date. Cash received as collateral will be invested as needed or used for general corporate purposes of the Company. At December 31, 2006, securities with a book value of $73,314 and a market value of $73,499 were subject to dollar reverse repurchase agreements. These securities have maturity dates ranging from 2035 to 2036 and have a weighted average interest rate of 5.91%. The Company had no outstanding dollar reverse repurchase agreements as of December 31, 2005.

Derivative Instruments

Swaps that are designated in hedging relationships and meet hedge accounting rules are carried in a manner consistent with the hedged item, generally amortized cost, on the financial statements with any premium or discount amortized into income over the life of the contract. For foreign currency swaps, the foreign currency translation adjustment is recorded as unrealized gain/loss in unassigned surplus. If the swap is terminated prior to maturity, proceeds are exchanged equal to the fair value of the contract. These gains and losses may be included in IMR or AVR if the hedged instrument receives that treatment. Swaps not meeting hedge accounting rules are carried at fair value with fair value adjustments recorded in unassigned surplus.

Futures are marked to market on a daily basis and a cash payment is made or received by the Company. These payments are recognized as realized gains or losses in the financials statements.

A replication transaction is a derivative transaction, generally a credit default swap, entered into in conjunction with a cash instrument that is used to reproduce the investment characteristics of an otherwise permissible investment. For replication transactions, a premium is received by the Company on a periodic basis and recognized in investment income as earned. In the event the representative issuer defaults on its debt obligation referenced in the contract, a payment equal to the notional of the contract will be made by the Company and recognized as a capital loss. The Company complies with the specific rules established in AVR for replication transactions.

The carrying amount of derivative instruments is included in either the other invested assets or the other liabilities on the balance sheet, depending upon the balance of the derivative as of the end of the reporting period. As of December 31, 2006, derivatives in the amount of $7,013 were reflected in other liabilities. As of December 31, 2005, derivatives in the amount of $3,142 were reflected in other invested assets.

 

17


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Premiums and Annuity Considerations

Revenues for policies with mortality or morbidity risk (including annuities with purchase rate guarantees) consist of the entire premium received and are recognized over the premium paying periods of the policies. Considerations received and benefits paid for annuity policies without mortality or morbidity risk are recorded using deposit accounting, and recorded directly to an appropriate policy reserve account, without recognizing premium income.

The Company waives deduction of deferred fractional premiums upon death and refunds portions of premiums beyond the date of death. Additional premiums are charged or additional mortality charges are assessed for policies issued on substandard lives according to underwriting classification.

Aggregate Reserves for Policies and Contracts

Life, annuity and accident and health benefit reserves are developed by actuarial methods and are determined based on published tables using statutorily specified interest rates and valuation methods that will provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed cash value, or the amount required by law.

Tabular interest, tabular less actual reserves released, and tabular cost have been determined by formula. On group annuity deposit funds not involving life contingencies, tabular interest has been determined by adjusting the interest credited to group annuity deposits. On other funds not involving life contingencies, tabular interest has been determined by formula.

The aggregate policy reserves for life insurance policies are based principally upon the 1941, 1958, 1980 and 2001 Commissioners’ Standard Ordinary Mortality Tables. The reserves are calculated using interest rates ranging from 2.0% to 6.0% and are computed principally on the Net Level Premium Valuation and the Commissioners’ Reserve Valuation Method. Reserves for universal life policies are based on account balances adjusted for the Commissioners’ Reserve Valuation Method.

Deferred annuity reserves are calculated according to the Commissioners’ Annuity Reserve Valuation Method including excess interest reserves to cover situations where the future interest guarantees plus the decrease in surrender charges are in excess of the maximum valuation rates of interest. Reserves for immediate annuities and supplementary contracts with life contingencies are equal to the present value of future payments assuming interest rates ranging from 3.5% to 8.25% and mortality rates, where appropriate, from a variety of tables.

 

18


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Annuity reserves also include guaranteed investment contracts (GICs) and funding agreements classified as life-type contracts as defined in Statement of Statutory Accounting Principles (SSAP) No. 50, Classifications and Definitions of Insurance or Managed Care Contracts In Force. These liabilities have annuitization options at guaranteed rates and consist of floating interest rate and fixed interest rate contracts. The contract reserves are carried at the greater of the account balance or the value as determined for an annuity with a cash settlement option, on a change in fund basis, according to the Commissioners’ Annuity Reserve Valuation Method.

Accident and health policy reserves are equal to the greater of the gross unearned premiums or any required mid-terminal reserves plus net unearned premiums and the present value of amounts not yet due on both reported and unreported claims.

Policy and Contract Claim Reserves

Claim reserves represent the estimated accrued liability for claims reported to the Company and claims incurred but not yet reported through the balance sheet date. These reserves are estimated using either individual case-basis valuations or statistical analysis techniques. These estimates are subject to the effects of trends in claim severity and frequency. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes available.

Liability for Deposit-Type Contracts

Deposit-type contracts do not incorporate risk from the death or disability of policyholders. These types of contracts may include GICs, funding agreements, and other annuity contracts. Deposits and withdrawals received on these contracts are recorded as a direct increase or decrease to the liability balance, and are not reflected as premiums, benefits, or changes in reserves in the statement of operations.

Separate Accounts

The majority of the separate accounts held by the Company represent funds which are administered for pension plans. The assets in the managed separate accounts consist of common stock, long-tem bonds, real estate and short-term investments. The non-managed separate accounts are invested by the Company in a corresponding portfolio of Diversified Investors Portfolios. The portfolios are registered under the Investment Company Act of 1940, as amended as open-ended, diversified, management investment companies.

 

19


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

Except for some guaranteed separate accounts, which are carried at amortized cost, the assets are carried at market value. With the exception of some guaranteed separate accounts, the investment risks associated with market value changes are borne entirely by the policyholder. Some of the guaranteed separate accounts provide a guarantee of principal and some include an interest guarantee of 3% or less, so long as the contract is in effect. Separate account asset performance less than guaranteed requirements is transferred from the general account and reported in the statements of operations.

Assets held in trust for purchases of separate account contracts and the Company’s corresponding obligation to the contract owners are shown separately in the balance sheets. Income and gains and losses with respect to these assets accrue to the benefit of the contract owners and, accordingly, the operations of the separate accounts are not included in the accompanying financial statements. The Company received variable contract premiums of $1,481,491, $1,594,964, and $1,232,466 in 2006, 2005, and 2004, respectively. In addition, the Company received $68,205, $59,950, and $57,170 in 2006, 2005 and 2004, respectively, related to fees associated with investment management, administration and contractual guarantees for separate accounts.

Reinsurance

Coinsurance premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies and the terms of the reinsurance contracts. Gains associated with reinsurance of inforce blocks of business are included in unassigned surplus and will be amortized into income over the estimated life of the policies. Premiums ceded and recoverable losses have been reported as a reduction of premium income and benefits, respectively.

Stock Option Plan and Stock Appreciation Rights Plans

Prior to 2002 and in 2005 and 2006, AEGON N.V. sponsored a stock option plan for eligible employees of the Company. Pursuant to the plan, the option price at the date of grant is equal to the market value of the stock. Under statutory accounting principles, the Company does not record any expense related to this plan. However, the Company is allowed to record a deduction in the consolidated tax return filed by the Company and certain affiliates. The tax benefit of this deduction has been credited directly to unassigned surplus.

 

20


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

1. Organization and Summary of Significant Accounting Policies (continued)

The Company’s employees participate in various stock appreciation rights (SAR) plans issued by the Company's indirect parent. In accordance with SSAP No. 13, Stock Options and Stock Purchase Plans, the expense related to these plans for the Company's employees has been charged to the Company, with an offsetting amount credited to capital and surplus. The Company recorded an expense of $345 and $587 for the year ended December 31, 2006 and 2005, respectively. In addition, the Company recorded an adjustment to capital and surplus for the tax affected portion of the income tax expense recorded for these plans over and above the amount reflected in the statement of operations in the amount of $114 and $162, for years ended December 31, 2006 and 2005, respectively.

Reclassifications

Certain reclassifications have been made to the 2005 and 2004 financial statements to conform to the 2006 presentation.

2. Accounting Changes

Effective January 1, 2006, the Company adopted SSAP No. 93, Accounting for Low Income Housing Tax Credit Property Investments. This statement established statutory accounting principles for investments in federal and certain state sponsored Low Income Housing Tax Credit (LIHTC) properties. SSAP No. 93 states that LIHTC investments shall be initially recorded at cost and amortized based on the proportion of tax benefits received in the current year to the total estimated tax benefits to be allocated to the investor. Prior to 2006, the Company’s investments in LIHTC investments were reported in accordance with SSAP No. 48, Joint Ventures, Partnerships and Limited Liability Companies and SSAP No. 88, Investments in Subsidiary, Controlled and Affiliated Entities and carried at audited GAAP equity. The cumulative effect is the difference between the audited GAAP equity amount at December 31, 2005 and the amortized cost assuming the new accounting principles had been applied retroactively for prior periods. As a result of the change, the Company reported a cumulative effect of a change of accounting principle that reduced unassigned surplus by $40 at January 1, 2006.

 

21


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

2. Accounting Changes (continued)

Effective January 1, 2005, the Company adopted SSAP No. 88, Investments in Subsidiary, Controlled, and Affiliated Entities (SCA entities). According to SSAP No. 88, noninsurance subsidiaries are carried at audited GAAP equity. Prior to 2005, the Company’s investments in noninsurance subsidiaries were reported in accordance with SSAP No. 46 and carried at statutory equity. The cumulative effect is the difference between the amount of capital and surplus that would have been reported on January 1, 2005 if the new accounting principle had been applied retroactively for prior periods. This change of accounting principle had no impact on unassigned surplus as of January 1, 2005.

Effective January 1, 2005, the Company adopted SSAP No. 91, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SSAP No. 91 addresses, among other things, the criteria that must be met in order to account for certain asset transfers as sales rather than collateralized borrowings. Transfers impacted by SSAP No. 91 that the Company engages in include securities lending, repurchase and reverse repurchase agreements and dollar reverse repurchase agreements. In accordance with SSAP No. 91, if specific criteria are met, reverse repurchase agreements and dollar reverse repurchase agreements are accounted for as collateralized borrowings, and repurchase agreements accounted for as collateralized lending. The cumulative effect of the adoption of this SSAP is the difference between the amount of capital and surplus that would have been reported on January 1, 2005 if the new accounting principle had been applied retroactively for prior periods. This change of accounting principle had no impact on unassigned surplus as of January 1, 2005.

3. Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash, cash equivalents and short-term investments: The carrying amounts reported in the statutory-basis balance sheet for these instruments approximate their fair values.

Investment securities: Fair values for investment securities are based on unit prices published by the SVO or, in the absence of SVO published unit prices or when amortized cost is used by the SVO as the unit price, quoted market prices by other third party organizations, where available.

 

22


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

3. Fair Values of Financial Instruments (continued)

For fixed maturity securities (including redeemable preferred stock) not actively traded, fair values are estimated using values obtained from independent pricing services, or, in the case of private placements, are estimated by discounting the expected future cash flows using current market rates applicable to the coupon rate, credit, and maturity of the investments. For equity securities that are not actively traded, estimated fair values are based on values of issues of comparable yield and quality.

Mortgage loans on real estate and policy loans: The fair values for mortgage loans on real estate are estimated utilizing discounted cash flow analyses, using interest rates reflective of current market conditions and the risk characteristics of the loans. The fair value of policy loans is assumed to equal its carrying amount.

Interest rate swaps and credit swaps: Estimated fair values of interest rate swaps and credit swaps are based on the pricing models or formulas using current assumptions.

Separate account assets: The fair values of separate account assets are based on quoted market prices.

Investment contracts: Fair values for the Company’s liabilities under investment-type insurance contracts are estimated using discounted cash flow calculations, based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued.

Borrowed money: Carrying value of borrowed money approximates fair value.

Receivable for securities and payable for securities: The carrying amounts reported in the statutory-basis balance sheet for these instruments, approximates their fair value.

Separate account annuity liabilities: The fair value of separate account annuity liabilities approximate the market value of the separate account assets.

Fair values for the Company’s insurance contracts other than investment-type contracts (including separate account universal life liabilities) are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk, which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts.

The following sets forth a comparison of the fair values and carrying amounts of the Company’s financial instruments:

 

23


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

3. Fair Values of Financial Instruments (continued)

 

     December 31  
     2006     2005  
     Carrying
Amount
    Fair Value     Carrying
Amount
   Fair Value  

Admitted assets

         

Cash, cash equivalents and short-term investments

   $ 197,554     $ 197,554     $ 161,703    $ 161,703  

Bonds

     6,273,620       6,295,839       6,676,470      6,714,585  

Preferred stocks

     145,220       151,385       5,318      5,972  

Common stocks, unaffiliated

     57,501       57,501       83,015      83,015  

Mortgage loans on real estate

     1,063,723       1,074,265       787,729      815,648  

Policy loans

     46,470       46,470       43,836      43,836  

Interest rate swaps

     (7,013 )     (11,467 )     3,142      (2,279 )

Credit default swaps

     —         72       —        118  

Separate account assets

     8,557,416       8,543,018       8,410,849      8,406,644  

Liabilities

         

Investment contract liabilities

     5,618,274       5,506,656       5,742,922      5,636,246  

Borrowed money

     74,046       74,046       —        —    

Separate account annuity liabilities

     8,385,517       8,350,197       8,239,242      8,215,877  

4. Investments

The carrying amounts and estimated fair values of investments in bonds and preferred stocks were as follows:

 

     Carrying
Amount
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses 12
Months or
More
   Gross
Unrealized
Losses Less
Than 12
Months
   Estimated
Fair Value

December 31, 2006

              

Bonds:

              

United States Government and agencies

   $ 308,418    $ 5,320    $ 3,166    $ 69    $ 310,503

State, municipal and other government

     161,267      14,269      496      30      175,010

Public utilities

     525,098      10,704      6,866      809      528,127

Industrial and miscellaneous

     3,236,454      58,040      37,252      6,415      3,250,827

Mortgage-backed and asset-backed securities

     2,042,383      12,416      20,827      2,599      2,031,372
                                  
     6,273,620      100,749      68,607      9,922      6,295,839

Preferred stocks

     145,220      6,888      571      152      151,385

Common stocks

     44,627      13,714      —        840      57,501
                                  
   $ 6,463,467    $ 121,351    $ 69,178    $ 10,914    $ 6,504,725
                                  

 

24


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

 

     Carrying
Amount
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses 12
Months or
More
   Gross
Unrealized
Losses Less
Than 12
Months
   Estimated
Fair Value

December 31, 2005

              

Bonds:

              

United States Government and agencies

   $ 182,618    $ 2,893    $ 774    $ 1,116    $ 183,621

State, municipal and other government

     179,945      15,948      3,446      305      192,143

Public utilities

     560,805      16,091      2,357      3,503      571,036

Industrial and miscellaneous

     3,869,758      89,228      20,189      29,052      3,909,744

Mortgage-backed and asset-backed securities

     1,878,344      9,633      19,724      16,134      1,852,119
                                  
     6,671,470      133,793      46,490      50,110      6,708,663

Preferred stocks

     5,318      707      53      —        5,972

Common stocks

     68,911      15,317      9      1,204      83,015
                                  
   $ 6,745,699    $ 149,817    $ 46,552    $ 51,314    $ 6,797,650
                                  

At December 31, 2006, the Company held bonds with a carrying value of $970 and amortized cost of $1,040 that have an NAIC rating of 6 which are not considered to be other than temporarily impaired. These securities are carried at the lower of amortized cost or fair value, and any write-down to fair value has been recorded directly to unassigned surplus.

At December 31, 2006 and 2005, respectively, for securities that have been in a continuous loss position greater than or equal to twelve months, the Company held 498 and 211 securities with a carrying value of $2,511,398 and $1,003,665 and an unrealized loss of $69,178 and $46,543 with an average price of 98.7 and 95.4 (NAIC market value/amortized cost). Of this portfolio, 94.18% and 92.25% were investment grade with associated unrealized losses of $62,305 and $32,833, respectively.

At December 31, 2006 and 2005, respectively, for securities that have been in an unrealized loss position for less than twelve months, the Company held 258 and 536 securities with a carrying value of $1,119,662 and $2,729,270 and an unrealized loss of $10,074 and $50,110 with an average price of 89.6 and 98.2 (NAIC market value/amortized cost). Of this portfolio, 95.73% and 94.1% were investment grade with associated unrealized losses of $8,758 and $43,549, respectively.

 

25


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

The Company closely monitors below investment grade holdings and those investment grade issuers and industry sectors where the Company has concerns. Securities in unrealized loss positions that are considered other than temporary are written down to fair value. The Company considers relevant facts and circumstances in evaluating whether the impairment is other than temporary including: (1) the probability of the Company collecting all amounts due according to the contractual terms of the security in effect at the date of acquisition; and (2) the Company’s decision to sell a security prior to its maturity at an amount below its carrying value. Additionally, financial condition, near-term prospects of the issuer, nationally recognized credit rating changes and cash flow trends and underlying levels of collateral, for asset-backed securities only, are monitored. The Company will record a charge to the statement of operations to the extent that these securities are subsequently determined to be other than temporarily impaired.

The estimated fair value of bonds and redeemable preferred stocks with unrealized losses is as follows:

 

     Losses 12
Months or
More
   Losses Less
Than 12
Months
   Total

December 31, 2006

        

Bonds:

        

United States Government and agencies

   $ 112,740    $ 11,761    $ 124,501

State, municipal and other government

     13,759      4,439      18,198

Public utilities

     229,561      87,678      317,239

Industrial and miscellaneous

     1,283,478      534,553      1,818,031

Mortgage and other asset-backed securities

     781,218      448,130      1,229,348
                    
     2,420,756      1,086,561      3,507,317

Preferred stocks

     21,463      23,028      44,491
                    
   $ 2,442,219    $ 1,109,589    $ 3,551,808
                    
     Losses 12
Months or
More
   Losses Less
Than 12
Months
   Total

December 31, 2005

        

Bonds:

        

United States Government and agencies

   $ 17,841    $ 92,821    $ 110,662

State, municipal and other government

     8,494      26,975      35,469

Public utilities

     58,904      209,406      268,310

Industrial and miscellaneous

     513,593      1,368,194      1,881,787

Mortgage and other asset-backed securities

     357,233      981,764      1,338,997
                    
     956,065      2,679,160      3,635,225

Preferred stocks

     1,058      —        1,058

Common stocks

     1      35,869      35,870
                    
   $ 957,122    $ 2,715,029    $ 3,672,153
                    

 

26


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

The carrying amounts and estimated fair values of bonds at December 31, 2006, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

     Carrying
Amount
   Estimated
Fair Value

Due in one year or less

   $ 388,466    $ 387,702

Due after one year through five years

     1,982,815      1,980,012

Due after five years through ten years

     1,291,210      1,292,099

Due after ten years

     568,746      604,654
             
     4,231,237      4,264,467

Mortgage-backed and asset-backed securities

     2,047,383      2,037,350
             
   $ 6,278,620    $ 6,301,817
             

A detail of net investment income is presented below:

 

     Year Ended December 31
     2006     2005    2004

Income:

       

Bonds

   $ 363,808     $ 370,683    $ 364,815

Mortgage loans on real estate

     55,216       44,412      45,108

Common and preferred stocks

     10,444       630      622

Policy loans

     2,950       2,668      2,607

Derivative investments

     (3,246 )     7,643      13,795

Short-term investments, cash equivalents and cash

     4,581       4,756      3,409

Other

     3,766       9,723      3,650
                     

Gross investment income

     437,519       440,515      434,006

Less investment expenses

     19,873       19,602      15,578
                     

Net investment income

   $ 417,646     $ 420,913    $ 418,428
                     

Proceeds from sales and maturities of bonds and related gross realized gains and losses were as follows:

 

     Year Ended December 31  
     2006     2005     2004  

Proceeds

   $ 4,066,571     $ 3,235,404     $ 3,747,320  
                        

Gross realized gains

   $ 18,678     $ 28,637     $ 40,825  

Gross realized losses

     (48,890 )     (24,203 )     (33,904 )
                        

Net realized gains

   $ (30,212 )   $ 4,434     $ 6,921  
                        

 

27


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

Gross realized losses include $8,288, $3,842, and $10,774 related to losses recognized on other than temporary declines in market values of bonds for the years ended December 31, 2006, 2005, and 2004, respectively.

At December 31, 2006, investments with an aggregate carrying amount of $3,479 were on deposit with regulatory authorities or were restrictively held in bank custodial accounts for the benefit of such regulatory authorities as required by statute.

Net realized capital gains (losses) on investments and change in unrealized capital gains and losses are summarized below:

 

     Realized  
     Year Ended December 31  
     2006     2005     2004  

Bonds

   $ (30,212 )   $ 4,434     $ 6,921  

Common stocks

     7,904       6,257       2,395  

Preferred stocks

     (484 )     50       49  

Mortgage loans on real estate

     831       2,460        

Derivative instruments

     (11,266 )     (6,760 )     (28,525 )

Other invested assets

     7,108       1,138       1,412  
                        
     (26,119 )     7,579       (17,748 )

Federal income tax effect

     6,849       (4,795 )     (4,753 )

Transfer to interest maintenance reserve

     14,364       (4,392 )     (8,019 )
                        

Net realized capital gains (losses) on investments

   $ (4,906 )   $ (1,608 )   $ (30,520 )
                        
     Changes in Unrealized  
     Year Ended December 31  
     2006     2005     2004  

Bonds

   $ 2,569     $ (1,717 )   $ (484 )

Common stocks

     (1,200 )     2,906       3,477  

Derivative instruments

     (10,278 )     (3,970 )     9,170  

Other invested assets

     2,234       (2,724 )     (3,090 )
                        

Change in unrealized capital gains (losses)

   $ (6,675 )   $ (5,505 )   $ 9,073  
                        

Gross unrealized gains (losses) in common stocks were as follows:

 

     December 31  
     2006     2005  

Unrealized gains

   $ 13,739     $ 14,781  

Unrealized losses

     (691 )     (533 )
                

Net unrealized gains

   $ 13,048     $ 14,248  
                

 

28


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

The recorded investment in restructured securities as of December 31, 2006 and 2005 was $1,433 and $1,417, respectively. The capital losses taken as a direct result of restructures in 2006 was $202. There were no capital losses taken in 2005. The Company often has impaired a security prior to the restructure date. These impairments are not included in the calculation of restructure related losses and are accounted for as a realized loss, reducing the cost basis of the security involved.

There were no investments in loans for which an impairment has been recognized in accordance with SSAP No. 36, Troubled Debt Restructuring, as of December 31, 2006 and 2005. There were no commitments to lend additional funds to debtors owing receivables whose terms have been modified in a troubled debt restructuring for either 2006 or 2005.

During 2006, the Company issued mortgage loans with interest rates ranging from 5.56% to 8.12%. The maximum percentage of any one loan to the value of the underlying real estate at origination was 80%. The Company has a mortgage or deed of trust on the property thereby creating a lien, which gives it the right to take possession of the property (among other things) if the borrower fails to perform according to the terms of the loan documents. The Company requires all mortgage loans to carry fire insurance equal to the value of the underlying property. As of December 31, 2006, the Company had no mortgage loans with interest more than 180 days overdue.

The following table provides a reconciliation of the beginning and ending balances for the allowance for credit losses on mortgage loans:

 

     Year Ended December 31
     2006    2005    2004

Balance at beginning of period

   $ —      $ —      $ 850

Additions, net charged to operations

     —        400      —  

Reduction due to write-downs charged against the allowance

     —        400      —  

Recoveries in amounts previously charged off

     —        —        850
                    

Balance at end of period

   $ —      $ —      $ —  
                    

During 2006, 2005, and 2004, there were no mortgage loans that were foreclosed and transferred to real estate. At December 31, 2006 and 2005, the Company held a mortgage loan loss reserve in the AVR of $10,105 and $5,775, respectively. The mortgage loan portfolio is diversified by geographic region and specific collateral property type as follows:

 

29


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

 

Geographic Distribution

   

Property Type Distribution

 
     December 31,          December 31,  
     2006     2005          2006     2005  

South Atlantic

   22 %   20 %   Office    29 %   23 %

Pacific

   22     21     Industrial    27     32  

Mountain

   20     22     Retail    17     20  

E. North Central

   9     14     Apartment    8     8  

W. South Central

   8     7     Medical    7     6  

Mid-Atlantic

   8     9     Other    6     5  

W. North Central

   5     3     Agricultural    6     6  

E. South Central

   4     2         

New England

   2     2         

At December 31, 2006, the Company had one Low Income Housing Tax Credit. The remaining years of unexpired tax credits was eight and the property was not subject to regulatory review. The length of time remaining for holding period was twelve years. The amount of contingent equity commitments expected to be paid during the years 2007 to 2017 is $714. There were no impairment losses, write-downs, or reclassifications during the year related to this credit.

The Company uses interest rate swaps to reduce market risk in interest rates and to alter interest rate exposures arising from mismatches between assets and liabilities. An interest rate swap is an arrangement whereby two parties (counterparties) enter into an agreement to exchange periodic interest payments. The dollar amount the counterparties pay each other is an agreed-upon period interest rate multiplied by an underlying notional amount. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. All swap transactions are entered into pursuant to master agreements providing for a single net payment to be made by one counterparty at each due date.

Under exchange traded currency futures and options, the Company agrees to purchase a specified number of contracts with other parties and to post variation margins on a daily basis in an amount equal to the difference in the daily market values of those contracts. The parties with whom the Company enters into exchange traded futures and options are regulated futures commissions merchants who are members of a trading exchange.

 

30


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

The Company replicates investment grade corporate bonds by combining a AAA rated security with a credit default swap which, in effect, converts the high quality asset into a lower rated investment grade asset. Using the swap market to replicate credit enables the Company to enhance the relative values and ease the execution of larger transactions in a shortened time frame. A premium is received by the Company on a periodic basis and recognized in investment income. At December 31, 2006 and 2005, the Company had replicated assets with a fair value of $7,088 and $22,557, respectively, and credit default swaps with a fair value of $72 and $118, respectively. During the years ended December 31, 2006, 2005, and 2004, the Company did not recognize any capital losses related to replication transactions.

The Company is exposed to credit related losses in the event of nonperformance by counterparties to financial instruments, but it does not expect any counterparty to fail to meet their obligations given their high credit rating of ‘A’ or better. At December 31, 2006, the fair value of all contracts, aggregated at a counterparty level, with a positive fair value amounted to $2,658.

The Company has entered into collateral agreements with certain counterparties wherein the counterparty is required to post assets on the Company's behalf in an amount equal to the difference between the net positive fair value of the contracts and an agreed upon threshold based on the credit rating of the counterparty. If the net fair value of all contracts with this counterparty is negative, the Company is required to post assets. At December 31, 2006, the fair value of all contracts, aggregated at a counterparty level, with a negative fair value amounted to $14,125.

For the years ended December 31, 2006 and 2005, the Company recorded unrealized gains (losses) of $(5,070) and $5,208, respectively, for the component of derivative instruments utilized for hedging purposes that did not qualify for hedge accounting. This has been recorded directly to unassigned surplus.

The Company did not recognize any unrealized gains or losses during 2006 or 2005 that represented the component of derivative instruments gain or loss that was excluded from the assessment of hedge effectiveness.

These instruments are subject to market risk, which is the possibility that future changes in market prices may make the instruments less valuable. The Company uses derivatives as hedges, consequently, when the value of the derivative changes, the value of a corresponding hedged asset or liability will move in the opposite direction. Market risk is a consideration when changes in the value of the derivative and the hedged item do not completely offset (correlation or basis risk) which is mitigated by active measuring and monitoring.

 

31


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

4. Investments (continued)

At December 31, 2006 and 2005, the Company’s outstanding financial instruments with on and off-balance sheet risks, shown in notional amounts, are summarized as follows:

 

      Notional Amount
     December 31
     2006    2005

Derivative securities:

     

Interest rate swaps:

     

Receive fixed – pay floating

   $ 716,000    $ 694,500

Receive floating – pay fixed

     251,050      126,495

Receive floating – pay floating

     100,000      —  

The Company utilizes futures contracts to hedge against changes in market conditions. Initial margin deposits are made by cash deposits or segregation of specific securities as may be required by the exchange on which the transaction was conducted. Pursuant to the contracts, the Company agrees to receive from or pay to the broker, an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin” and are recorded by the Company as a variation margin receivable or payable on futures contracts. During the period the futures contracts are open, daily changes in the values of the contracts are recognized as realized gains or losses. When the contracts are closed, the Company recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Company’s cost basis in the contract. The Company recognized net realized losses from futures contracts in the amount of $10,881, $9,313, and $38,933 for the years ending December 31, 2006, 2005, and 2004, respectively.

Open futures contracts at December 31, 2006, and 2005, were as follows:

 

Number of Contracts

  

Contract Type

  

Opening Market

Value

  

Year-End

Market

Value

December 31, 2006:

        

130

  

FTSE Futures

   $ 15,706    $ 15,813

120

  

S&P Futures

     42,702      42,852

80

  

Nikkei Futures

     10,958      11,603

50

  

Russell Futures

     19,978      19,873

December 31, 2005:

        

440

  

S&P Futures

   $ 140,277    $ 138,028

 

32


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

5. Reinsurance

The Company reinsures portions of risk on certain insurance policies which exceed its established limits, thereby providing a greater diversification of risk and minimizing exposure on larger risks. The Company remains contingently liable with respect to any insurance ceded, and this would become an actual liability in the event that the assuming insurance company became unable to meet its obligation under the reinsurance treaty.

Premiums earned reflect the following reinsurance assumed and ceded amounts for the years ended December 31:

 

      Year Ended December 31  
     2006     2005     2004  

Direct premiums

   $ 2,282,667     $ 2,347,306     $ 1,909,566  

Reinsurance assumed - affiliated

     189       279       186  

Reinsurance assumed - unaffiliated

     616,293       829,178       553,795  

Reinsurance ceded - affiliated

     (194,655 )     (419,882 )     (85,088 )

Reinsurance ceded - unaffiliated

     (117,128 )     (235,363 )     (240,650 )
                        

Net premiums earned

   $ 2,587,366     $ 2,521,518     $ 2,137,809  
                        

Premiums ceded to affiliates for the years ended December 31, 2006, 2005 and 2004 were $194,655, $419,882, and $85,088, respectively. Aggregate reserves for policies and contracts were reduced for reserve credits for reinsurance ceded to affiliates at December 31, 2006 and 2005 of $852,616 and $602,620, respectively.

The Company received reinsurance recoveries in the amounts of $200,195, $308,910, and $232,177 during 2006, 2005, and 2004, respectively. At December 31, 2006 and 2005, estimated amounts recoverable from reinsurers that have been deducted from policy and contract claim reserves totaled $82,121 and $50,331, respectively. The aggregate reserves for policies and contracts were reduced for reserve credits for reinsurance ceded December 31, 2006 and 2005 of $1,037,006 and $874,328, respectively.

Effective January 1, 2006, the Company recaptured a modified coinsurance agreement from an unaffiliated company. As a result, modco life reserves of $125,420 were recaptured at no gain or loss.

On December 31, 2006, the Company acquired a block of credit insurance business from an unaffiliated company. The Company received consideration of $20,198 equal to the reserves and unearned premium assumed, and paid a commission expense allowance of $10,055, netting to a pre-tax loss of $10,055 ($6,535 post-tax) reflected in the Statement of Operations.

 

33


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

5. Reinsurance (continued)

During 2002, the Company entered into a reinsurance transaction with Transamerica International Re (Bermuda) Ltd. (TIRE), an affiliate of the Company. Under the terms of this transaction, the Company ceded certain traditional life insurance contracts. The net of tax impact from the cession of inforce business was $9,953, which was credited directly to unassigned surplus. During 2006, 2005 and 2004, the Company has amortized $995, $995, and $996, respectively, into earnings with a corresponding charge to unassigned surplus.

During 2005, the Company executed novation agreements associated with 18 reinsurance treaties from an affiliated entity, Transamerica International Re (Bermuda) Ltd. As a result of the novations, $181,147 of statutory reserves was assumed. Subsequently, the Company entered into a reinsurance agreement to cede these risks back to Transamerica International Re (Bermuda) Ltd. These transactions occurred with no gain or loss in the statement of operations or capital and surplus.

During 2001, the Company assumed certain traditional life insurance contracts from Transamerica Occidental Life Insurance Company, an affiliate. The Company recorded goodwill of $14,280 related to this transaction. The related amortization was $1,433 during 2006, 2005 and 2004. The remaining goodwill balance has been nonadmitted at December 31, 2006 and 2005.

During 2001, the Company entered into an indemnity reinsurance agreement on an inforce block of business with an unaffiliated company. The net of tax impact of $6,500 related to this transaction has been recorded directly to unassigned surplus. Subsequent to the initial gain, the Company has amortized $1,625, and $1,625 into earnings during 2005 and 2004, respectively, with a corresponding charge to unassigned surplus. At December 31, 2005, the deferred gain has been completely amortized out of unassigned surplus and into income.

During 2004, the Company reclassified a universal life reinsurance contract that was previously treated as a funds withheld treaty to a modified coinsurance treaty. This change resulted in $133,178 being reclassified in the statement of operations. In the statement of operations, this change increased the reinsurance reserve adjustment with an offsetting amount impacting the increase (decrease) in aggregate reserves for policies and contracts. The transaction did not have any net income or capital and surplus impacts.

 

34


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

6. Income Taxes

The components of deferred taxes amounts are as follows:

 

      December 31
     2006    2005

Deferred tax assets:

     

Nonadmitted assets

   $ 7,789    $ 12,827

Deferred acquisition costs

     24,765      19,086

Reserves

     30,156      31,521

§197 intangible amortization

     7,861      11,536

Unrealized capital losses

     7,850      7,145

Partnerships

     4,801      —  

Other

     4,602      3,534
             

Total deferred income tax assets

     87,824      85,649

Nonadmitted deferred tax assets

     53,977      29,196
             

Admitted deferred tax assets

     33,847      56,453

Deferred tax liabilities:

     

Section 807(f) adjustments

     3,347      3,852

Reinsurance transactions

     —        2,508

Unrealized capital gains

     9,769      26,149

Derivatives

     1,823      3,142

Other

     1,060      1,593
             

Total deferred income tax liabilities

     15,999      37,244
             

Net admitted deferred tax asset

   $ 17,848    $ 19,209
             

The change in net deferred income tax assets are as follows:

 

     December 31       
     2006    2005    Change  

Total deferred tax assets

   $ 87,824    $ 85,649    $ 2,175  

Total deferred tax liabilities

     15,999      37,244      21,245  
                      

Net deferred tax asset

   $ 71,825    $ 48,405      23,420  
                

Tax effect of unrealized gains (losses)

           (6,307 )
              

Change in net deferred income tax

         $ 17,113  
              

 

35


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

6. Income Taxes (continued)

 

     December 31       
     2005    2004    Change  

Total deferred tax assets

   $ 85,649    $ 89,657    $ (4,008 )

Total deferred tax liabilities

     37,244      12,759      (24,485 )
                      

Net deferred tax asset

   $ 48,405    $ 76,898      (28,493 )
                

Tax effect of unrealized gains (losses)

           (2,764 )
              

Change in net deferred income tax

         $ (31,257 )
              

Nonadmitted deferred tax assets decreased (increased) $24,781, $(27,718) and $(2,427) for the years ended December 31, 2006, 2005 and 2004, respectively.

Federal income tax expense differs from the amount computed by applying the statutory federal income tax rate to gain (loss) from operations before federal income tax expense and net realized capital gains/losses on investments for the following reasons:

 

      Year Ended December 31  
     2006     2005     2004  

Income tax expense (benefit) computed at the federal statutory rate (35%)

   $ 43,977     $ 52,582     $ 44,132  

§197 intangibles

     (3,875 )     (3,875 )     (3,875 )

Amortization of IMR

     (3,489 )     (5,020 )     (4,719 )

Deferred acquisition costs – tax basis

     5,609       (1,804 )     68  

Dividends received deduction

     (2,463 )     (3,191 )     (3,147 )

Investment income items

     (4,903 )     (2,900 )     (12,966 )

Low income housing credits

     (2,158 )     (1,730 )     (1,723 )

Prior year over accrual

     (4,941 )     (3,446 )     (4,486 )

Reinsurance transactions

     (348 )     (917 )     (917 )

Tax reserve valuation

     (20 )     3,209       3,219  

All other adjustments

     86       (988 )     663  
                        

Federal income tax expense

     27,475       31,920       16,249  

Change in net deferred income taxes

     17,113       (31,257 )     (7,446 )
                        

Total statutory income taxes

   $ 10,362     $ 63,177     $ 23,695  
                        

For federal income tax purposes, the Company joins in a consolidated income tax return filing with its parent and other affiliated companies. Under the terms of a tax sharing agreement between the Company and its affiliates, the Company computes federal income tax expense as if it were filing a separate income tax return, except that tax credits and net operating loss carry forwards are determined on the basis of the consolidated group. Additionally, the alternative minimum tax is computed for the consolidated group and the resulting tax, if any, is allocated back to the separate companies on the basis of the separate companies’ alternative minimum taxable income.

 

36


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

6. Income Taxes (continued)

Income taxes incurred during 2005 and 2004 for the consolidated group in which the Company is included that will be available for recoupment in the event of future net losses is $286,973, and $280,054, respectively. There are no income taxes available for recoupment for 2006.

Prior to 1984, as provided for under the Life Insurance Company Tax Act of 1959, a portion of statutory income was not subject to current taxation but was accumulated for income tax purposes in a memorandum account referred to as “the policyholders’ surplus account”. Due to United States tax legislation enacted in October 2004, distributions to shareholders during 2005 and 2006 are deemed to come first out of the policyholder surplus account balance on a tax free basis. During 2005, the Company made a distribution from the policyholder surplus account which reduced its balance at December 31, 2005 to zero.

The Company’s federal income tax returns have been examined by the Internal Revenue Service and the statute is closed through 2000. The examination for 2001 through 2004 has been completed and resulted in tax return adjustments that are currently being appealed. The Company believes that there are adequate defenses against or sufficient provisions established related to any open or contested tax provisions.

7. Policy and Contract Attributes

A portion of the Company’s policy reserves and other policyholders’ funds relate to liabilities established on a variety of the Company’s annuity and deposit fund products. There may be certain restrictions placed upon the amount of funds that can be withdrawn without penalty. The amount of reserves on these products, by withdrawal characteristics, is summarized as follows:

 

37


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

7. Policy and Contract Attributes (continued)

 

      December 31  
     2006     2005  
     Amount    Percent of
Total
    Amount    Percent of
Total
 

Subject to discretionary withdrawal with market value adjustment

   $ 1,160,610    8 %   $ 1,160,651    9 %

Subject to discretionary withdrawal at book value less surrender charge of 5% or more

     1,603,972    12       1,163,511    8  

Subject to discretionary withdrawal at fair value

     4,444,067    31       4,510,614    32  
                          

Total with adjustment or at market value

     7,208,649    51       6,834,776    49  

Subject to discretionary withdrawal at book value (minimal or no charges or adjustments)

     2,736,232    19       3,332,976    23  

Not subject to discretionary withdrawal

     4,311,175    30       4,069,340    28  
                          

Total annuity reserves and credit fund liabilities before reinsurance

     14,256,056    100 %     14,237,092    100 %
                  

Less reinsurance ceded

     1,391        1,610   
                  

Net annuity reserves and deposit fund liabilities

   $ 14,254,665      $ 14,235,482   
                  

Separate account assets held by the Company represent contracts where the benefit is determined by the performance of the investments held in the separate account. Information regarding the separate accounts of the Company as of and for the years ended December 31, 2006 and 2005 is as follows:

 

38


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

7. Policy and Contract Attributes (continued)

 

    

Non-indexed

Guaranteed
Less than 4%

   Non-guaranteed    Total

Premiums, deposits and other considerations for the year ended December 31, 2006

   $ 804,838    $ 676,653    $ 1,481,491
                    

Reserves at December 31, 2006 for separate accounts with assets at:

        

Market value

   $ 1,972,334    $ 4,340,800    $ 6,313,134

Amortized cost

     2,120,187      —        2,120,187
                    

Total

   $ 4,092,521    $ 4,340,800    $ 8,433,321
                    

Reserves for separate accounts by withdrawal characteristics at December 31, 2006:

        

Subject to discretionary withdrawal:

        

With market value adjustment

   $ 258,666    $ —      $ 258,666

At book value without market value adjustment and with current surrender charge of 5% or more

     69,146      —        69,146

At market value

     148,810      4,340,800      4,489,610

At book value without market value adjustment and with current surrender charge of less than 5%

     94,858      —        94,858
                    

Subtotal

     571,480      4,340,800      4,912,280

Not subject to discretionary withdrawal

     3,521,041      —        3,521,041
                    

Total separate account liabilities at December 31, 2006

   $ 4,092,521    $ 4,340,800    $ 8,433,321
                    

 

39


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

7. Policy and Contract Attributes (continued)

 

    

Non-indexed

Guaranteed
Less than 4%

   Non-guaranteed    Total

Premiums, deposits and other considerations for the year ended December 31, 2005

   $ 944,357    $ 650,588    $ 1,594,945
                    

Reserves at December 31, 2005 for separate accounts with assets at:

        

Fair value

   $ 2,167,693    $ 4,263,252    $ 6,430,945

Amortized cost

     1,842,561      —        1,842,561
                    

Total

   $ 4,010,254    $ 4,263,252    $ 8,273,506
                    

Reserves for separate accounts by withdrawal characteristics at December 31, 2005:

        

Subject to discretionary withdrawal:

        

With market value adjustment

   $ 307,854    $ —      $ 307,854

At book value without market value adjustment and with current surrender charge of 5% or more

     75,734      —        75,734

At fair value

     281,625      4,263,252      4,544,877

At book value without market value adjustment and with current surrender charge of less than 5%

     103,895      —        103,895
                    

Subtotal

     769,108      4,263,252      5,032,360

Not subject to discretionary withdrawal

     3,241,145      —        3,241,145
                    

Total separate account liabilities at December 31, 2005

   $ 4,010,254    $ 4,263,252    $ 8,273,505
                    

A reconciliation of the amounts transferred to and from the separate accounts is presented below:

 

      Year Ended December 31  
     2006     2005     2004  

Transfers as reported in the summary of operations of the separate accounts annual statement:

      

Transfers to separate accounts

   $ 1,481,563     $ 1,594,964     $ 1,232,466  

Transfers from separate accounts

     (1,760,742 )     (1,198,946 )     (1,143,832 )
                        

Net transfers (from) to separate accounts

     (279,179 )     396,018       88,634  

Other adjustments

     (57 )     17       832  
                        

Net transfers as set forth herein

   $ (279,236 )   $ 396,035     $ 89,466  
                        

 

40


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

7. Policy and Contract Attributes (continued)

At December 31, 2006 and 2005, the Company had variable annuities with guaranteed living benefits as follows:

 

Year   

Benefit and Type of Risk

   Subjected
Account
Value
   Amount of
Reserve
Held
   Reinsurance
Reserve
Credit
2006    Guaranteed Minimum Withdrawal Benefit    $ 11,050,028    $ 87,719    $ —  
2005    Guaranteed Minimum Withdrawal Benefit    $ 11,702,976    $ 59,582    $ —  

For Variable Annuities with Guaranteed Living Benefits (VAGLB), the Company complies with Actuarial Guideline 39. This guideline defines a two step process for the determination of VAGLB reserves. The first step is to establish a reserve equal to the accumulated VAGLB charges for the policies in question. The second step requires a standalone asset adequacy analysis to determine the sufficiency of these reserves. This step has been satisfied by projecting 30 years into the future along 1000 stochastic variable return paths using a variety of assumptions as to VAGLB charges, lapse, withdrawal, annuitization and death. The results of this analysis are discounted back to the valuation date and compared to the accumulation of fees reserve to determine if an additional reserve needs to be established.

At December 31, 2006 and 2005, the Company had variable annuities with guaranteed death benefits as follows:

 

Year   

Benefit and Type of Risk

   Subjected
Account
Value
   Amount of
Reserve
Held
   Reinsurance
Reserve
Credit
2006    Guaranteed Minimum Death Benefit    $ 2,125,160    $ 4,253    $ 1,391
2005    Guaranteed Minimum Death Benefit    $ 1,969,639    $ 5,211    $ 1,610

For Variable Annuities with Minimum Guaranteed Death Benefits (MGDB), the Company complies with Actuarial Guideline 34. This guideline requires that MGDBs be projected by assuming an immediate drop in the values of the assets supporting the variable annuity contract, followed by a subsequent recovery at a net assumed return until the maturity of the contract. The immediate drop percentages and gross assumed returns vary by asset class and are defined in the guideline. Mortality is based on the 1994 Variable Annuity MGDB Mortality Table, which is also defined in the guideline.

 

41


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

7. Policy and Contract Attributes (continued)

Reserves on the Company’s traditional life products are computed using mean reserving methodologies. These methodologies result in the establishment of assets for the amount of the net valuation premiums that are anticipated to be received between the policy’s paid-through date to the policy’s next anniversary date. At December 31, 2006 and 2005, these assets (which are reported as premiums deferred and uncollected) and the amounts of the related gross premiums and loading, are as follows:

 

     Gross     Loading    Net  

December 31, 2006

       

Life and annuity:

       

Ordinary direct first year business

   $ 1,739     $ 623    $ 1,116  

Ordinary direct renewal business

     162,023       1,306      160,717  

Group life direct business

     453       173      280  

Credit Life

     63       —        63  

Reinsurance ceded

     (59,237 )     —        (59,237 )
                       
     105,041       2,102      102,939  

Accident and health:

       

Direct

     2,591       —        2,591  

Reinsurance ceded

     —         —        —    
                       

Total accident and health

     2,591       —        2,591  
                       
   $ 107,632     $ 2,102    $ 105,530  
                       
      Gross     Loading    Net  

December 31, 2005

       

Life and annuity:

       

Ordinary direct first year business

   $ 3,305     $ 709    $ 2,596  

Ordinary direct renewal business

     169,448       1,210      168,238  

Group life direct business

     425       162      263  

Reinsurance ceded

     (59,264 )     —        (59,264 )
                       

Total life and annuity

     113,914       2,081      111,833  

Accident and health:

       

Direct

     2,682       —        2,682  

Reinsurance ceded

     (1,110 )     —        (1,110 )
                       

Total accident and health

     1,572       —        1,572  
                       
   $ 115,486     $ 2,081    $ 113,405  
                       

At December 31, 2006 and 2005, the Company had insurance in force aggregating $113,559,242 and $101,727,869, respectively, in which the gross premiums are less than the net premiums required by the valuation standards established by the Department of Insurance of the State of New York. The Company established policy reserves of $113,200 and $111,615 to cover these deficiencies at December 31, 2006 and 2005, respectively.

 

42


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

8. Capital and Surplus

Life/health insurance companies are subject to certain risk-based capital (RBC) requirements as specified by the NAIC. Under those requirements, the amount of capital and surplus maintained by a life/health insurance company is to be determined based on the various risk factors related to it. At December 31, 2006, the Company meets the RBC requirements.

The Company is subject to limitations, imposed by the State of New York, on the payment of dividends to its stockholders. Generally, dividends during any year may not be paid, without prior regulatory approval, in excess of the greater of (1) 10 percent of the Company’s statutory surplus as of the preceding December 31, or (2) the Company’s statutory gain from operations before net realized capital gains on investments for the preceding year. Subject to availability of unassigned surplus at the time of such dividend, the maximum payment which may be made in 2007, without prior regulatory approval, is $88,558.

The Company held special surplus funds in the amount of $2,825 and $2,006, as of December 31, 2006 and 2005, respectively, for annuitant mortality fluctuations as required under New York Regulation 47, Separate Account and Separate Account Annuities. The Company also held special surplus funds in the amount of $1,520 as of December 31, 2005, which was segregated for additional group life contingencies. The Company received permission from the New York Insurance Department in 2006 to release the group life contingency reserve.

9. Securities Lending

The Company participates in an agent-managed securities lending program. The Company receives collateral equal to 102/105% of the fair market value of the loaned securities as of the transaction date for domestic/international securities, respectively. The counterparty is mandated to deliver additional collateral if the fair value of the collateral is at any time less than 102/105% of the fair value of the loaned domestic/international securities. This additional collateral, along with the collateral already held in connection with the lending transaction, is at least equal to 102/105% of the fair value of the loaned domestic/international securities, respectively. The agreement does not allow rehypothication of collateral by any party involved but does allow cash collateral to be invested in reverse repurchase agreements. At December 31, 2006 and 2005, respectively, securities in the amount of $657,462 and $460,202 were on loan under security lending agreements.

 

43


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

10. Retirement and Compensation Plans

The Company’s employees participate in a qualified benefit pension plan sponsored by AEGON. The Company has no legal obligation for the plan. The Company recognizes pension expense equal to its allocation from AEGON. The pension expense is allocated among the participating companies based on the Statement of Financial Accounting Standards (SFAS) No. 87 expense as a percent of salaries. The benefits are based on years of service and the employee’s compensation during the highest five consecutive years of employment. The Company’s allocation of pension expense for each of the years ended December 31, 2006, 2005, and 2004 was $3, $6, and $14, respectively. The plan is subject to the reporting and disclosure requirements of the Employee Retirement Income Security Act of 1974.

The Company’s employees also participate in a contributory defined contribution plan sponsored by AEGON which is qualified under Section 401(k) of the Internal Revenue Service Code. Employees of the Company who customarily work at least 1,000 hours during each calendar year and meet the other eligibility requirements are participants of the plan. Participants may elect to contribute up to twenty-five percent of their salary to the plan. The Company will match an amount up to three percent of the participant’s salary.

Participants may direct all of their contributions and plan balances to be invested in a variety of investment options. The plan is subject to the reporting and disclosure requirements of the Employee Retirement Income Security Act of 1974. Benefits expense of $5, $5, and $10 were allocated for the years ended December 31, 2006, 2005, and 2004, respectively.

In addition to pension benefits, the Company participates in plans sponsored by AEGON that provide postretirement medical, dental and life insurance benefits to employees meeting certain eligibility requirements. Portions of the medical and dental plans are contributory. The expenses of the postretirement plans calculated on the pay-as-you-go basis are charged to affiliates in accordance with an intercompany cost sharing arrangement. The Company’s allocation of postretirement expenses was negligible for each of the years ended December 31, 2006, 2005, and 2004.

 

44


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

11. Related Party Transactions

In accordance with an agreement between AEGON and the Company, AEGON will ensure the maintenance of certain minimum tangible net worth, operating leverage and liquidity levels of the Company, as defined in the agreement, through the contribution of additional capital by the Company’s parent as needed.

The Company shares certain officers, employees and general expenses with affiliated companies.

The Company is party to a Management and Administrative and Advisory agreement with AEGON USA Realty Advisors, Inc. whereby the Advisor serves as the administrator and advisor for the Company’s mortgage loan operations. AEGON USA Investment Management, LLC acts as a discretionary investment manager under an Investment Management Agreement with the Company. During 2006, 2005, and 2004, the Company paid $24,428, $22,416, and $20,517, respectively, for these services, which approximates their costs to the affiliates.

During 2006, the Company executed an administration service agreement with Transamerica Fund Advisors, Inc. to provide administrative services to the AEGON/Transamerica Series Trust.

Payables to and receivables from affiliates and intercompany borrowings bear interest at the thirty-day commercial paper rate. During 2006, 2005, and 2004, the Company paid net interest of $870, $688, and $210, respectively, to affiliates. At December 31, 2006 and 2005, the Company has a net amount of $19,839 and $10,584, respectively, due to affiliates. Terms of settlement require that these amounts are settled within 90 days. At December 31, 2006, the Company had a short-term note receivable of $31,800 from AEGON USA, Inc. The note is due December 26, 2007 and bears interest at 5.25%.

No capital contributions were received in 2004, 2005, and 2006.

On October 13, 2005, the Company paid common stock dividends of $4,370 and $630 to its Parent Companies, AEGON and TOLIC, respectively. The Company did not pay common stock dividends to its Parent Companies in 2006 or 2004.

 

45


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

12. Sales, Transfer, and Servicing of Financial Assets and Extinguishments of Liabilities

In the course of the Company’s asset management, securities are sold and reacquired within 30 days of the sale date to enhance the Company’s yield on its investment portfolio. The details by NAIC designation 3 or below of securities sold during 2006 and reacquired within 30 days of the sale date are:

 

     Number of
Transactions
   Book Value of
Securities Sold
   Cost of
Securities
Repurchased
   Gain

Bonds:

           

NAIC 5

   1    $ 450    $ 450    $ 10

13. Commitments and Contingencies

The Company has issued Trust (synthetic) GIC contracts to plan sponsors totaling $120,551 and $109,585 at December 31, 2006 and 2005, respectively, pursuant to terms under which the plan sponsor retains ownership of the assets related to these contracts. The Company guarantees benefit responsiveness in the event that plan benefit requests and other contractual commitments exceed plan cash flows. The plan sponsor agrees to reimburse the Company for such benefit payments with interest, either at a fixed or floating rate, from future plan and asset cash flows. In return for this guarantee, the Company receives a premium which varies based on such elements as benefit responsive exposure and contract size. The Company underwrites the plans for the possibility of having to make benefit payments and also must agree to the investment guidelines to ensure appropriate credit quality and cash flow matching. Funding requirements to date have been minimal and management does not anticipate any future material funding requirements that would have a material effect on reported financial results. The assets relating to such contracts are not recognized in the Company’s statutory-basis financial statements. A contract reserve of $1,000 at December 31, 2006 and 2005 has been established for the possibility of unexpected benefit payments at below market interest rates.

The Company has contingent commitments for $46,820 and $13,413 at December 31, 2006 and 2005, respectively, for joint ventures, partnerships and limited liability companies, which include LIHTC commitments of $714 as of December 31, 2006.

The Company may pledge assets as collateral for derivative transactions. At December 31, 2006, the Company has pledged invested assets with a carrying value and market value of $11,246 and $11,137, respectively, in conjunction with these transactions.

 

46


Table of Contents

Transamerica Financial Life Insurance Company

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

13. Commitments and Contingencies (continued)

At December 31, 2006 and 2005, the net amount of securities being acquired (sold) on a “to be announced” (TBA) basis was $7,468 and $(966), respectively.

The Company is a party to legal proceedings incidental to its business. Although such litigation sometimes includes substantial demands for compensatory and punitive damages, in addition to contract liability, it is management’s opinion that damages arising from such demands will not be material to the Company’s financial position.

The Company is subject to insurance guaranty laws in the states in which it writes business. These laws provide for assessments against insurance companies for the benefit of policyholders and claimants in the event of insolvency of other insurance companies. Assessments are charged to operations when received by the Company except where right of offset against other taxes paid is allowed by law; amounts available for future offsets are recorded as an asset on the Company’s balance sheet. Potential future obligations for unknown insolvencies are not determinable by the Company and are not required to be accrued for financial reporting purposes. The future obligation has been based on the most recent information available from the National Organization of Life and Health Insurance Guaranty Associations. The guaranty fund credit was $444, $672, and $498, for the years ended December 31, 2006, 2005, and 2004, respectively.

14. Managing General Agents

For years ended December 31, 2006, 2005, and 2004, the Company had $42,950, $30,453, and $38,182, respectively, of direct premiums written by The Vanguard Group, Inc.

 

Name and Address of Managing General Agent or Third-Party Administrator

   FEIN    Exclusive
Contract
   Types of
Business
Written
   Types of
Authority
Granted
  

Total Direct
Premiums
Written/

Produced By

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, PA 19355

   23-1945930    No    Deferred
and
income
annuities
   C,B,P,U    $ 42,950

15. September 11 Events

The Company’s gross exposure from the events of September 11, 2001, is $52,090, of which $38,541 is covered by reinsurance resulting in a net exposure of $13,549.

 

47


Table of Contents

Statutory-Basis Financial

Statement Schedules


Table of Contents

Transamerica Financial Life Insurance Company

Summary of Investments – Other Than

Investments in Related Parties

(Dollars in Thousands)

December 31, 2006

SCHEDULE I

 

Type of Investment

   Cost (1)    Fair Value    Amount at
Which Shown
in the Balance
Sheet

Fixed maturities

        

Bonds:

        

United States Government and government agencies and authorities

   $ 337,442    $ 339,153    $ 337,442

States, municipalities and political subdivisions

     167,332      166,559      167,332

Foreign governments

     145,929      159,671      145,929

Public utilities

     525,098      528,127      525,098

All other corporate bonds

     5,097,819      5,102,328      5,097,819

Preferred stock

     145,220      151,385      145,220
                    

Total fixed maturities

     6,418,840      6,447,223      6,418,840

Equity securities

        

Common stocks (unaffiliated):

        

Industrial, miscellaneous and all other

     44,627      57,501      57,501
                    

Total equity securities

     44,627      57,501      57,501

Mortgage loans on real estate

     1,063,723         1,063,723

Policy loans

     46,470         46,470

Other invested assets

     80,652         80,652

Cash, cash equivalents and short-term investments

     197,554         197,554
                

Total investments

   $ 7,851,866       $ 7,864,740
                

 

(1) Original cost of equity securities and, as to fixed maturities, original cost reduced by repayments and other than temporary impairments and adjusted for amortization of premiums or accrual of discounts.

 

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Table of Contents

Transamerica Financial Life Insurance Company

Supplementary Insurance Information

(Dollars in Thousands)

SCHEDULE III

 

     Future Policy
Benefits and
Expenses
   Unearned
Premiums
   Policy and
Contract
Liabilities
   Premium
Revenue
  

Net

Investment
Income*

   Benefits, Claims
Losses and
Settlement
Expenses
  

Other

Operating
Expenses

    Premiums
Written

Year ended December 31, 2006

                      

Individual life

   $ 891,724    $ —      $ 100,932    $ 368,993    $ 58,572    $ 347,758    $ 132,776    

Individual health

     18,392      10,067      8,453      31,243      1,946      29,479      13,922     $ 31,208

Group life and health

     19,339      1,099      4,788      33,158      1,420      22,600      6,482       31,998

Annuity

     5,590,652      —        207      2,153,972      355,708      2,674,987      (193,976 )  
                                                    
   $ 6,520,107    $ 11,166    $ 114,380    $ 2,587,366    $ 417,646      3,074,824      (40,796 )  
                                                    

Year ended December 31, 2005

                      

Individual life

   $ 846,139    $ —      $ 87,428    $ 239,326    $ 56,163    $ 237,642    $ 146,236    

Individual health

     15,348      3,967      8,489      32,907      1,695      21,073      12,815     $ 32,916

Group life and health

     15,357      1,279      5,366      35,676      1,280      21,698      6,716       35,746

Annuity

     5,715,721      —        467      2,213,609      361,775      2,054,337      477,001    
                                                    
   $ 6,592,565    $ 5,246    $ 101,750    $ 2,521,518    $ 420,913    $ 2,334,750    $ 642,768    
                                                    

Year ended December 31, 2004

                      

Individual life

   $ 815,657    $ —      $ 84,891    $ 289,398    $ 49,571    $ 393,021    $ 123,577    

Individual health

     14,727      4,079      9,324      30,820      1,773      19,969      11,534     $ 30,995

Group life and health

     13,184      1,384      5,690      33,964      1,255      21,716      9,012       33,993

Annuity

     5,764,854      —        —        1,783,627      365,829      1,946,710      171,101    
                                                    
   $ 6,608,422    $ 5,463    $ 99,905    $ 2,137,809    $ 418,428    $ 2,381,416    $ 315,224    
                                                    

 

* Allocations of net investment income and other operating expenses are based on a number of assumptions and estimates, and the results would change if different methods were applied.

 

49


Table of Contents

Transamerica Financial Life Insurance Company

Reinsurance

(Dollars in Thousands)

SCHEDULE IV

 

     Gross
Amount
   Ceded to
Other
Companies
   

Assumed

From Other
Companies

  

Net

Amount

  

Percentage

of Amount
Assumed

to Net

 

Year ended December 31, 2006

             

Life insurance in force

   $ 10,347,447    $ 172,055,005     $ 276,603,971    $ 114,896,413    241 %
                                   

Premiums:

             

Individual life

   $ 89,997    $ 311,316     $ 590,313    $ 368,993    160 %

Individual health

     31,208      197       232      31,243    1  

Group life and health

     31,998      (141 )     1,018      33,157    3  

Annuity

     2,129,464      411       24,919      2,153,973    1  
                                   
   $ 2,282,667    $ 311,783     $ 616,482    $ 2,587,366    24 %
                                   

Year ended December 31, 2005

             

Life insurance in force

   $ 9,365,627    $ 191,301,724     $ 266,564,177    $ 84,628,080    315 %
                                   

Premiums:

             

Individual life

   $ 87,356    $ 652,454     $ 804,424    $ 239,326    336 %

Individual health

     32,916      303       294      32,907    1  

Group life and health

     35,746      1,880       1,810      35,676    5  

Annuity

     2,191,288      608       22,929      2,213,609    1  
                                   
   $ 2,347,306    $ 655,245     $ 829,457    $ 2,521,518    33 %
                                   

Year ended December 31, 2004

             

Life insurance in force

   $ 8,093,493    $ 147,862,825     $ 223,766,784    $ 83,997,452    266 %
                                   

Premiums:

             

Individual life

   $ 82,019    $ 314,064     $ 521,443    $ 289,398    180 %

Individual health

     30,994      510       336      30,820    1  

Group life and health

     33,993      10,492       10,463      33,964    31  

Annuity

     1,762,560      672       21,739      1,783,627    1  
                                   
   $ 1,909,566    $ 325,738     $ 553,981    $ 2,137,809    26 %
                                   

 

50


Table of Contents

PART C OTHER INFORMATION

 

Item 24.   Financial Statements and Exhibits

 

(a) Financial Statements

 

All required financial statements are included in Part B of this Registration Statement.

 

(b) Exhibits:

 

(1)    (a)    Resolution of the Board of Directors of Transamerica Financial Life Insurance Company authorizing establishment of the separate Account. Note 3.
(2)         Not Applicable.
(3)    (a)    Form of Principal Underwriting Agreement by and between Transamerica Financial Life Insurance Company, on its own behalf and on the behalf of the separate Account, and AFSG Securities Corporation.
Note 10.
     (3)(a)(1)    Form of Amendment No. 2 and Novation to the Amended and Restated Principal Underwriting Agreement. Note 21.
     (b)    Form of Broker/Dealer Supervision and Sales Agreement by and between AFSG Securities Corporation and the Broker/Dealer. Note 1.
(4)    (a)    Form of Policy. Note 10.
(4)    (b)    Form of Policy Rider (5 for life) Note 17.
(5)    (a)    Form of Application. Note 10.
(6)    (a)    Articles of Incorporation of Transamerica Financial Life Insurance Company. Note 3.
     (b)    ByLaws of Transamerica Financial Life Insurance Company. Note 3.
(7)         Not Applicable.
(8)    (a)    Participation Agreement among WRL Series Fund, Inc., Western Reserve Life Assurance Co. of Ohio, and PFL Life Insurance Company. Note 4.
(8)    (a)(1)    Amendment No. 16 to Participation Agreement among WRL Series Fund, Inc., PFL Life Insurance Company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company and Transamerica Occidental Life Insurance Company. Note 5.
(8)    (a)(2)    Amendment No. 17 to Participation Agreement among WRL Series Fund, Inc., PFL Life Insurance Company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company and Transamerica Occidental Life Insurance Company. Note 6.
(8)    (a)(3)    Amendment No. 28 to Participation Agreement among AEGON/Transamerica Series Fund, Inc., Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Peoples Benefit Life Insurance Company, Transamerica Occidental Life Insurance Company and Transamerica Life Insurance and Annuity Company. Note 10.
(8)    (a)(4)    Amendment No. 31 to Participation Agreement (AEGON/Transamerica). Note 12.
(8)    (a)(5)    Amendment No. 32 to Participation Agreement (AEGON/Transamerica). Note 17.
(8)    (b)    Participation Agreement by and among AIM Variable Insurance Funds, AUSA Life Insurance Company, Inc. Note 10.
(8)    (b)(1)    Amendment No. 1 to Participation Agreement (AIM). Note 17.
(8)    (c)    Participation Agreement by and among AUSA Life Insurance Company, Inc., AFSG Securities Corporation, Alliance Capital Management L.P. and Alliance Fund Distributors, Inc. Note 10.
(8)    (c)(1)    Amendment No. 1 to Participation Agreement (Alliance). Note 17.
(8)    (d)    Participation Agreement among Davis VA Funds, Inc., Davis Distributors, LLC. and Transamerica Financial Life Insurance Company. Note 17.
(8)    (e)    Fund Participation Agreement (Dreyfus). Note 7.
(8)    (e)(1)    Amendment No. 4 to Fund Participation Agreement (Dreyfus). Note 11.
(8)    (f)    Fund Participation Agreement (Federated). Note 17.
(8)    (g)    Fund Participation Agreement (Franklin Templeton). Note 17.
(8)    (g)(1)    Amendment No.2 to Participation Agreement by and among Franklin Templeton Variable Insurance Products, Franklin/Templeton Distributors Inc., Transamerica Financial Life Insurance Company and AFSG Securities Corporation. Note 19.


Table of Contents
(8)    (h)    Fund Participation Agreement (Huntington). Note 13.
(8)    (h)(1)    Amendment No. 1 to Participation Agreement (Huntington). Note 17.
(8)    (i)    Fund Participation Agreement (J.P. Morgan). Note 17.
(8)    (i)(1)    Amendment No. 1 to Participation Agreement (J.P. Morgan). Note 17.
(8)    (j)    Participation Agreement by and between Janus Aspen Series and AUSA Life Insurance
Company, Inc. Note 8.
(8)    (j)(1)    Amendment No. 1 to Participation Agreement (Janus). Note 17.
(8)    (k)    Participation Agreement among Liberty Variable Investment Trust, Columbia Funds Distributor, Inc., and Transamerica Financial Life Insurance Company. Note 17.
(8)    (l)    Participation Agreement by and between MFS Variable Insurance Trust and AUSA Life Insurance Company, Inc. Note 10.
(8)    (l)(1)    Amendment No. 1 to Participation Agreement (MFS). Note 17.
(8)    (m)    Fund Participation Agreement (Nations). Note 19.
(8)    (n)    Fund Participation Agreement (Oppenheimer). Note 17.
(8)    (q)    Participation Agreement by and Among Variable Insurance Products Fund, Fidelity Distributors Corporation, and AUSA Life Insurance Company. Note 9.
(8)    (q)(1)    Fifth Amendment to Participation Agreement (Fidelity). Note 17.
(8)    (r)    Participation Agreement by and Among Variable Insurance Products Fund II, Fidelity Distributors Corporation, and AUSA Life Insurance Company. Note 9.
(8)    (r)(1)    Fifth Amendment to Participation Agreement (Fidelity). Note 17.
(8)    (s)    Participation Agreement by and Among Variable Insurance Products Fund III, Fidelity Distributors Corporation, and AUSA Life Insurance Company. Note 10.
(8)    (s)(1)    Amendment No. 3 to Participation Agreement (Fidelity). Note 17.
(8)    (t)    Fund Participation Agreement (Wanger). Note 17.
(9)    (a)    Opinion and Consent of Counsel. Note 21.
     (b)    Consent of Counsel. Note 21.
(10)    (a)    Consent of Independent Registered Public Accounting Firm Note 21.
     (b)    Opinion and Consent of Actuary. Note 19.
(11)         Not applicable.
(12)         Not applicable.
(13)         Not applicable.
(14)         Powers of Attorney. (Mark W. Mullin, Robert S. Rubinstein, Brenda K. Clancy, Marc C. Abrams, James T. Byrne, Jr., Robert F. Colby, Colette F. Vargas, William Brown, Jr., William L. Busler, Steven E. Frushtick, Peter G. Kunkel, Peter P. Post, Cornelis H. Verhagen, Craig D. Vermie, Frank A. Camp ) Note 2. (E. Kirby Warren, Robert J. Kontz) Note 3. (R. Mosher, J. Carusone) Note 14.(James P. Larkin) Note 15. (Eric J. Martin) Note 18. Elizabeth Belanger; William Brown, Jr.; William L. Busler; Joseph P. Carusone; Robert F. Colby; Steven E. Frushtick; Peter G. Kunkel; James P. Larkin; Ronald F. Mosher; Mark W. Mullin; Peter P. Post; Colette Vargas; Cornelis H. Verhagen; Craig D. Vermie; and Eric J. Martin. Note 20. (M. Mullin; W. Busler; C. Vermie; W. Brown, Jr; E. Martin; J. Larkin; P. Post; C. Vargas; R. Colby; C. Verhagen; S. Frushtick; P. Kunkel; J. Carusone; R. Mosher; E. Belanger) Note 21.

 

Note 1.   Incorporated herein by reference to Initial Filing to Form N-4 Registration Statement (File No. 333-87792) on May 8, 2002.


Table of Contents
Note 2.   Incorporated herein by reference to Initial Filing to Form N-4 Registration Statement (File No. 333-104243) on April 2, 2003.

 

Note 3.   Filed with Initial Filing to Form N-4 Registration Statement (File No. 333-110048) on October 29, 2003.

 

Note 4.   Incorporated herein by reference to Post-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-26209) on April 29, 1998.

 

Note 5.   Incorporated herein by reference to initial filing of form N-4 Registration Statement (File No. 333-62738) on June 11, 2001.

 

Note 6.   Incorporated herein by reference to Post-Effective Amendment No. 25 to Form N-4 Registration Statement (File No. 33-33085) on April 27, 2001.

 

Note 7.   Incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-63086) filed September 13, 2001.

 

Note 8.   Incorporated herein by reference to Post-Effective Amendment No. 11 to this Form N-4 Registration Statement (File No. 33-83560) on October 3, 2000.

 

Note 9.   Incorporated herein by reference to Post-Effective Amendment No. 12 to Form N-4 Registration Statement (File No. 33-83560) on April 27, 2001.

 

Note 10.   Filed with Pre-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-110048) on December 30, 2003.

 

Note 11.   Filed with Post-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-110048) on April 30, 2004.

 

Note 12.   Incorporated herein by reference to Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-109580) on January 7, 2005.

 

Note 13.   Incorporated herein by reference to Post-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-110049) on April 30, 2004.

 

Note 14.   Incorporated herein by reference to Post-Effective Amendment No.19 to Form N-4 Registration Statement (File No. 33-83560) on October 28, 2004.

 

Note 15.   Incorporated herein by reference to Initial Filing to Form N-4 Registration Statement (File No. 333-122235) on January 24, 2005.

 

Note 16.   Incorporated herein by reference to Post-Effective Amendment No. 11 to this Form N-4 Registration Statement (File No. 333-7509) on January 18, 2002.

 

Note 17.   Filed with Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-110048) on April 29, 2005.

 

Note 18.   Incorporated herein by reference to Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-120125) on December 13, 2005.

 

Note 19.   Filed with Post-Effective Amendment No. 3 to Form N-4 Registration Statement (File No. 333-11048) on April 28, 2006.

 

Note 20.   Filed with Post-Effective Amendment No. 4 to Form N-4 Registration Statement (File No. 333-11048) filed on February 5, 2007.

 

Note 21.   Filed herewith.


Table of Contents

Item 25. Directors and Officers of the Depositor (Transamerica Financial Life Insurance Company)

 

Name and Business Address


 

Principal Positions and Offices with Depositor


Mark W. Mullin

4 Manhattanville Road

Purchase, NY 10577

  Director, President and Chairman of the Board

William L. Busler

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499-0001

  Director

Craig D. Vermie

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499-0001

  Secretary and Corporate Counsel

William Brown, Jr.

14 Windward Avenue

White Plains, NY 10605

  Director

Eric J. Martin

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499-0001

  Treasurer

James P. Larkin

4 Manhattanville Road

Purchase, NY 10577

  Director, Vice President and Assistant Secretary

Peter P. Post

415 Madison Avenue, 2nd Floor

New York, NY 10017-1163

  Director

Colette Vargas

4 Manhattanville Road

Purchase, NY 10057

  Director and Chief Actuary

Robert F. Colby

4 Manhattanville Road

Purchase, NY 10057

  Director, Vice President, Counsel and Assistant Secretary

Cornelis H. Verhagen

51 JFK Parkway

Short Hills, NJ 07078

  Director

Steven E. Frushtick

500 5th Avenue

New York, NY 10110

  Director

Peter G. Kunkel

4 Manhattanville Road

Purchase, NY 10057

  Director and Vice President

Joe Carusone

4 Manhattanville Rd

Purchase, NY 10577

  Director

Ronald F. Mosher

54 Coronado Point

Laguna Niguel, CA 97677

  Director

Elizabeth Belanger

4 Manhattanville Rd.

Purchase, NY 10577

  Director


Table of Contents

Item 26.     Persons Controlled by or under Common Control With the Depositor or Registrant.

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Academy Alliance Holdings Inc.    Canada    100% Creditor Resources, Inc.    Holding company
Academy Alliance Insurance Inc.    Canada    100% Creditor Resources, Inc.    Insurance
Academy Insurance Group, Inc.    Delaware    100% Commonwealth General Corporation    Holding company
ADB Corporation, L.L.C.    Delaware    100% AUSA Holding Company    Special purpose limited Liability company
AEGON Alliances, Inc.    Virginia    100% Benefit Plans, Inc.    Insurance company marketing support
AEGON Asset Management Services, Inc.    Delaware    100% AUSA Holding Co.    Registered investment advisor
AEGON Assignment Corporation    Illinois    100% AEGON Financial Services Group, Inc.    Administrator of structured settlements
AEGON Assignment Corporation of Kentucky    Kentucky    100% AEGON Financial Services Group, Inc.    Administrator of structured settlements
AEGON Canada Inc. (“ACI”)    Canada    100% TIHI    Holding company
AEGON Capital Management, Inc.    Canada    100% AEGON Canada Inc.    Portfolio management company/investment adviser
AEGON Dealer Services Canada, Inc.    Canada    100% 1490991 Ontario Limited    Mutual fund dealership
AEGON Derivatives N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Direct Marketing Services, Inc.    Maryland    100% Monumental Life Insurance Company    Marketing company
AEGON DMS Holding B.V.    Netherlands    100% AEGON International N.V.    Holding company
AEGON Financial Services Group, Inc.    Minnesota    100% Transamerica Life Insurance Co.    Marketing
AEGON Fund Management, Inc.    Canada    100% AEGON Canada Inc.    Mutual fund manager
AEGON Funding Corp.    Delaware    100% AEGON USA, Inc.    Issue debt securities-net proceeds used to make loans to affiliates
AEGON Institutional Markets, Inc.    Delaware    100% Commonwealth General Corporation    Provider of investment, marketing and administrative services to insurance companies
AEGON International N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Ireland Services Limited    Ireland    100% AEGON Ireland Holding B.V.    Provides the services of staff and vendors to AEGON Financial Assurance Ireland, Limited and AEGON Global Institutional Markets plc
AEGON Management Company    Indiana    100% AEGON U.S. Holding Corporation    Holding company
AEGON N.V.    Netherlands    22.72% of Vereniging AEGON Netherlands Membership Association    Holding company
AEGON Nederland N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Nevak Holding B.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Structured Settlements, Inc.    Kentucky    100% Commonwealth General Corporation    Administers structured settlements of plaintiff’s physical injury claims against property and casualty insurance companies
AEGON U.S. Corporation    Iowa    AEGON U.S. Holding Corporation owns 12,962 shares; AEGON USA, Inc. owns 3,238 shares    Holding company
AEGON U.S. Holding Corporation    Delaware    1056 shares of Common Stock owned by Transamerica Corp.; 225 shares of Series A Voting Preferred Stock owned by Transemorica Coporation    Holding company
AEGON USA Investment Management, Inc.    Iowa    100% AUSA Holding Co.    Investment advisor
AEGON USA Investment Management, LLC    Iowa    100% AEGON USA, Inc.    Investment advisor
AEGON USA Real Estate Services, Inc.    Delaware    100% AEGON USA Realty Advisors, Inc.    Real estate and mortgage holding company
AEGON USA Realty Advisors, Inc.    Iowa    100% AUSA Holding Co,    Administrative and investment services
AEGON USA Travel and Conference Services LLC    Iowa    100% Money Services, Inc.    Travel and conference services

 

As of 1/1/2007

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

AEGON USA, Inc.    Iowa    10 shares Series A Preferred Stock owned by AEGON U.S Holding Corporation; 150,000 shares of Class B Non-Voting Stock owned by AEGON U.S. Corporation; 120 shares Voting Common Stock owned by AEGON U.S Corporation    Holding company
AEGON/Transamerica Series Trust    Delaware    100% AEGON/Transamerica Fund Advisors, Inc.    Mutual fund
AFSG Securities Corporation    Pennsylvania    100% Commonwealth General Corporation    Broker-Dealer
ALH Properties Eight LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Eleven LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Fifteen LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Five LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Four LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Nine LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Seven LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Seventeen LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Sixteen LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Ten LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Twelve LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Two LLC    Delaware    100% FGH USA LLC    Real estate
American Bond Services LLC    Iowa    100% Transamerica Life Insurance Company (sole member)    Limited liability company
Ammest Realty Corporation    Texas    100% Monumental Life Insurance Company    Special-purpose subsidiary
Ampac Insurance Agency, Inc. (EIN 23-1720755)    Pennsylvania    100% Commonwealth General Corporation    Provider of management support services
Ampac, Inc.    Texas    100% Academy Insurance Group, Inc.    Managing general agent
Apple Partners of Iowa LLC    Iowa    Members: 58.13% Monumental Life Insurance Company; 41.87% Peoples Benefit Life Insurance Company    Hold title on Trustee’s Deeds on secured property
ARC Reinsurance Corporation    Hawaii    100% Transamerica Corp,    Property & Casualty Insurance
ARV Pacific Villas, A California Limited Partnership    California    General Partners - Transamerica Affordable Housing, Inc. (0.5%); Non-Affiliate of AEGON, Jamboree Housing Corp. (0.5%). Limited Partner: TOLIC (99%)    Property
AUSA Holding Company    Maryland    100% AEGON USA, Inc.    Holding company
AUSA Merger Sub, Inc.    Delaware    100% AUSA Holding Company    Special purpose
AUSACAN LP    Canada    General Partner - AUSA Holding Co. (1%); Limited Partner - First AUSA Life Insurance Company (99%)    Inter-company lending and general business
Bankers Financial Life Ins. Co.    Arizona    100% Voting Common Stock - First AUSA Life Insurance Co. Class B Common stock is allocated 75% of total cumulative vote. Class A Common stock is allocated 25% of total cumulative vote.    Insurance
Bay Area Community Investments I, LLC    California    70% LIICA; 30% Monumental Life Insurance Company    Investments in low income housing tax credit properties
Bay State Community Investments I, LLC    Delaware    100% Monumental Life Insurance Company    Investments in low income housing tax credit properties
Bay State Community Investments II, LLC    Delaware    100% Monumental Life Insurance Company    Investments in low income housing tax credit properties
Benefit Plans, Inc.    Delaware    100% Commonwealth General Corporation    Inactive

 

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

BF Equity LLC    New York    100% RCC North America LLC    Real estate
Buena Sombra Insurance Agency, Inc.    Maryland    91,790 shares of common stock owned by Commonwealth General Corporation; 8,210 shares of common stock owned by Peoples Benefit Life Insurance Company    Insurance agency
Canadian Premier Holdings Ltd.    Canada    100% AEGON DMS Holding B.V.    Holding company
Canadian Premier Life Insurance Company    Canada    100% Canadian Premier Holdings Ltd.    Insurance company
Capital General Development Corporation    Delaware    2.64 shares of common stock owned by AEGON USA, Inc.; 10 shares of common stock owned by Commonwealth General Corporation    Holding company
Capital Liberty, L.P.    Delaware    99.0% Monumental Life Insurance Company (Limited Partner); 1.0% Commonwealth General Corporation (General Partner)    Holding company
Commonwealth General Corporation (“CGC”)    Delaware    100% AEGON U.S. Corporation    Holding company
Consumer Membership Services Canada Inc.    Canada    100% Canadian Premier Holdings Ltd.    Marketing of credit card protection membership services in Canada
Cornerstone International Holdings Ltd.    UK    100% AEGON DMS Holding B.V.    Holding company
CRC Creditor Resources Canadian Dealer Network Inc.    Canada    100% Creditor Resources, Inc.    Insurance agency
Creditor Resources, Inc.    Michigan    100% AUSA Holding Co.    Credit insurance
CRI Canada Inc.    Canada    100% Creditor Resources, Inc.    Holding company
CRI Credit Group Services Inc.    Canada    100% Creditor Resources, Inc.    Holding company
CRI Systems, Inc.    Maryland    100% Creditor Resources, Inc.    Technology
Diversified Actuarial Services, Inc.    Massachusetts    100% Diversified Investment Advisors, Inc.    Employee benefit and actuarial consulting
Diversified Investment Advisors, Inc.    Delaware    100% AUSA Holding Co.    Registered investment advisor
Diversified Investors Securities Corp.    Delaware    100% Diversified Investment Advisors, Inc.    Broker-Dealer
Edgewood IP, LLC    Iowa    100% TOLIC    Limited liability company
FGH Eastern Region LLC    Delaware    100% FGH USA LLC    Real estate
FGH Realty Credit LLC    Delaware    100% FGH Eastern Region LLC    Real estate
FGH USA LLC    Delaware    100% RCC North America LLC    Real estate
FGP 90 West Street LLC    Delaware    100% FGH USA LLC    Real estate
FGP Burkewood, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Bush Terminal, Inc.    Delaware    100% FGH Realty Credit LLC    Real estate
FGP Colonial Plaza, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Franklin LLC.    Delaware    100% FGH USA LLC    Real estate
FGP Herald Center, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Heritage Square, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Islandia, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Merrick, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Rockbeach, Inc    Delaware    100% FGH USA LLC    Real estate
FGP West 32nd Street, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP West Street LLC    Delaware    100% FGH USA LLC    Real estate
FGP West Street Two LLC    Delaware    100% FGH USA LLC    Real estate
Fifth FGP LLC    Delaware    100% FGH USA LLC    Real estate
Financial Planning Services, Inc.    District of Columbia    100% Ampac Insurance Agency, Inc. (EIN #27-1720755)    Special-purpose subsidiary

 

As of 1/1/2007

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Financial Resources Insurance Agency of Texas    Texas    100% owned by Dan Trivers, VP & Director of Operations of Transamerica Financial Advisors, Inc., to comply with Texas insurance law    Retail sale of securities products
First FGP LLC    Delaware    100% FGH USA LLC    Real estate
Flashdance, LLC    New York    100% Transamerica Occidental Life Insurance Company    Broadway production
Force Financial Group, Inc.    Delaware    100% Academy Insurance Group, Inc.    Special-purpose subsidiary
Fourth FGP LLC    Delaware    100% FGH USA LLC    Real estate
Garnet Assurance Corporation    Kentucky    100% Life Investors Insurance Company of America    Investments
Garnet Assurance Corporation II    Iowa    100% Monumental Life Insurance Company    Business investments
Garnet Community Investments I, LLC    Delaware    100% Life Investors Insurance Company of America    Securities
Garnet Community Investments II, LLC    Delaware    100% Monumental Life Insurance Company    Securities
Garnet Community Investments III, LLC    Delaware    100% Transamerica Occidental Life Insurance Company    Business investments
Garnet Community Investments IV, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments V, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments VI, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments VII, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments VIII, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments IX, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments X, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments XI, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments XII, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet LIHTC Fund I, LLC    Delaware    Members: Garnet Community Investments I, LLC (0.01%); Goldenrod Asset Management, Inc.—a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund II, LLC    Delaware    Members: Garnet Community Investments II, LLC (0.01%); Metropolitan Life Insurance Company, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund III, LLC    Delaware    Members: Garnet Community Investments III, LLC (0.01%); Jefferson-Pilot Life Insurance Company, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund IV, LLC    Delaware    Members: Garnet Community Investments IV, LLC (0.01%); Goldenrod Asset Management, Inc.—a non-affiliate of AEGON (99.99%)    Investments

 

As of 1/1/2007

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Garnet LIHTC Fund V, LLC    Delaware    Members: Garnet Community Investments V, LLC (0.01%); Lease Plan North America, Inc., a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund VI, LLC    Delaware    Members: Garnet Community Investments VI, LLC (0.01%); Pydna Corporation, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund VII, LLC    Delaware    Members: Garnet Community Investmetns VII, LLC (0.01%); Washington Mutual Bank, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund VIII, LLC    Delaware    Members: Garnet Community Investments VIII, LLC (0.01%); Washington Mutual Bank, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund IX, LLC    Delaware    100% Garnet Community Investments IX, LLC    Investments
Garnet LIHTC Fund X, LLC    Delaware    100% Garnet Community Investments X, LLC    Investments
Garnet LIHTC Fund XI, LLC    Delaware    100% Garnet Community Investments XI, LLC    Investments
Garnet LIHTC Fund XII, LLC    Delaware    100% Garnet Community Investments XII, LLC    Investments
Gemini Investments, Inc.    Delaware    100% TLIC    Investment subsidiary
Global Preferred Re Limited    Bermuda    100% GPRE Acquisition Corp.    Reinsurance
Global Premier Reinsurance Company, Ltd.    British Virgin    100% Commonwealth General Corporation    Reinsurance company
GPRE Acquisition Corp.    Delaware    100% AEGON N.V.    Acquisition company
Great Companies, L.L.C.    Iowa    100% Money Services, Inc.    Markets & sells mutual funds & individually managed accounts
Hott Feet Development LLC    New York    100% Transamerica Occidental Life Insurance Company    Broadway production
In the Pocket LLC    New York    100% Transamerica Occidental Life Insurance Company    Broadway production
Innergy Lending, LLC    Delaware    50% World Financial Group, Inc.; 50% ComUnity Lending, Inc.(non-AEGON entity)    Lending
InterSecurities, Inc.    Delaware    100% AUSA Holding Co.    Broker-Dealer
InterSecurities Insurance Agency, Inc.    California    100% Western Reserve Life Assurance Co. of Ohio    Insurance agency
Investment Advisors International, Inc.    Delaware    100% AEGON Asset Management Services, Inc.    Investment advisor
Investors Warranty of America, Inc.    Iowa    100% AUSA Holding Co.    Leases business equipment
Iowa Fidelity Life Insurance Co.    Arizona    Ordinary common stock is allowed 60% of total cumulative vote. Participating common stock is allowed 40% of total cumulative vote. First AUSA Life Insurance Co.    Insurance
JMH Operating Company, Inc.    Mississippi    100% People’s Benefit Life Insurance Company    Real estate holdings
Legacy General Insurance Company    Canada    100% Canadian Premier Holdings Ltd.    Insurance company
Life Investors Alliance, LLC    Delaware    100% LIICA    Purchase, own, and hold the equity interest of other entities

 

As of 1/1/2007

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Life Investors Insurance Company of America    Iowa    679,802 shares Common Stock owned by AEGON USA, Inc.; 504,033 shares Series A Preferred Stock owned by AEGON USA, Inc.    Insurance
LIICA Holdings, LLC    Delaware    Sole Member: Life Investors Insurance Company of America    To form and capitalize LIICA Re I, Inc.
LIICA Re I, Inc.    Vermont    100% LIICA Holdings, LLC    Captive insurance company
LIICA Re II, Inc.    Vermont    100% Life Investors Insurance Company of America    Captive insurance company
Massachusetts Fidelity Trust Co.    Iowa    100% AUSA Holding Co.    Trust company
Money Concepts (Canada) Limited    Canada    100% National Financial Corporation    Financial services, marketing and distribution
Money Services, Inc.    Delaware    100% AUSA Holding Co.    Provides financial counseling for employees and agents of affiliated companies
Monumental General Administrators, Inc.    Maryland    100% Monumental General Insurance Group, Inc.    Provides management srvcs. to unaffiliated third party administrator
Monumental General Insurance Group, Inc.    Maryland    100% AUSA Holding Co.    Holding company
Monumental Life Insurance Company    Maryland    73.23% Capital General Development Company; 26.77% First AUSA Life Insurance Company    Insurance Company
National Association Management and Consultant Services, Inc.    Maryland    100% Monumental General Administrators, Inc.    Provides actuarial consulting services
National Financial Corporation    Canada    100% AEGON Canada, Inc.    Holding company
National Financial Insurance Agency, Inc.    Canada    100% 1488207 Ontario Limited    Insurance agency
NEF Investment Company    Calfornia    100% TOLIC    Real estate development
New Markets Community Investment Fund, LLC    Iowa    50% AEGON Institutional Markets, Inc.; 50% AEGON USA Realty Advisors, Inc.    Community development entity
Pensaprima, Inc.    Iowa    100% AEGON USA Realty Advisors, Inc.    Investments
Peoples Benefit Life Insurance Company    Iowa    76.3% Monumental Life Insurance Company; 20% Capital Liberty, L.P.; 3.7% CGC    Insurance Company
Peoples Benefit Services, Inc.    Pennsylvania    100% Veterans Life Insurance Company    Special-purpose subsidiary
Premier Solutions Group, Inc.    Maryland    100% Creditor Resources, Inc.    Sales of reinsurance and credit insurance
Primus Guaranty, Ltd.    Bermuda    Partners are: Transamerica Life Insurance Company (13.1%) and non-affiliates of AEGON: XL Capital, Ltd. (34.7%); CalPERS/PCG Corporate Partners Fund, LLC (13.0%); Radian Group (11.1%). The remaining 28.1% of stock is publicly owned.    Provides protection from default risk of investment grade corporate and sovereign issues of financial obligations.
Prisma Holdings, Inc. I    Delaware    100% AUSA Holding Co.    Holding company
Prisma Holdings, Inc. II    Delaware    100% AUSA Holding Co.    Holding company
Pyramid Insurance Company, Ltd.    Hawaii    100% Transamerica Corp.    Property & Casualty Insurance
Quantitative Data Solutions, LLC    Delaware    100% owned by TOLIC    Special purpose corporation
Quest Membership Services, Inc.    Delaware    100% Commonwealth General Corporation    Travel discount plan
RCC North America LLC    Delaware    100% AEGON USA, Inc.    Real estate
RCC Properties Limited Partnership    Iowa    AEGON USA Realty Advisors, Inc. is General Partner and 5% owner; all limited partners are RCC entities within the RCC group    Limited Partnership

 

As of 1/1/2007

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Real Estate Alternatives Portfolio 1 LLC    Delaware    Members: 38.356% Transamerica Life Insurance Co.; 34.247% TOLIC; 18.356% LIICA; 6.301% Monumental Life Insurance Co.; 2.74% Transamerica Financial Life Insurance Co.    Real estate alternatives investment
Real Estate Alternatives Portfolio 2 LLC    Delaware    Members: 59.5% Transamerica Life Insurance Co.; 30.75% TOLIC; 22.25%; Transamerica Financial Life Insurance Co.; 2.25% Stonebridge Life Insurance Co.    Real estate alternatives investment
Real Estate Alternatives Portfolio 3 LLC    Delaware    Members: 30.4% Transamerica Life Insurance Co.; 23% TOLIC; 1% Stonebridge Life Insurance Co.; 11% LIICA; 14% PBLIC; 5% MLIC    Real estate alternatives investment
Real Estate Alternatives Portfolio 3A, Inc.    Delaware    33.4% owned by Life Investors Insurance Company of America; 32% owned by Peoples Benefit Life Insurance Company; 10% owned by Transamerica Occidental Life Insurance Company; 9.4% owned by Monumental Life Insurance Company; 9.4% owned by Transamerica Financial Life Insurance Company; 1% owned by Stonebridge Life Insurance Company    Real estate alternatives investment
Real Estate Alternatives Portfolio 4HR, LLC    Delaware    34% owned by Transamerica Life Insurance Company; 30% owned by Transamerica Occidental Life Insurance Company; 22% owned by Monumental Life Insurance Company; 10% owned by Peoples Benefit Life Insurance Company; 4% owned by Transamerica Financial Life Insurance Company    Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Real Estate Alternatives Portfolio 4MR, LLC    Delaware    34% owned by Transamerica Life Insurance Company; 30% owned by Transamerica Occidental Life Insurance Company; 22% owned by Monumental Life Insurance Company; 10% owned by Peoples Benefit Life Insurance Company; 4% owned by Transamerica Financial Life Ins    Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Realty Information Systems, Inc.    Iowa    100% AEGON USA Realty Advisors, Inc.    Information Systems for real estate investment management
Retirement Project Oakmont    CA    General Partners: Trransamerica Products, Inc.; TOLIC; Transameirca Oakmont Retirement Associates, a CA limited partnership. Co-General Partners of Transamerica Oakmont Retirement Associates are Transamerica Oakmont Corp. and Transamerica Products I (Administrative General Partner).    Senior living apartment complex
River Ridge Insurance Company    Vermont    100% AEGON Management Company    Captive insurance company

 

As of 1/1/2007

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Second FGP LLC    Delaware    100% FGH USA LLC    Real estate
Seventh FGP LLC    Delaware    100% FGH USA LLC    Real estate
Short Hills Management Company    New Jersey    100% AEGON U.S. Holding Corporation    Holding company
South Glen Apartments, LLC    Iowa    100% Transamerica Affordable Housing, Inc.    Limited liability company
Southwest Equity Life Ins. Co.    Arizona    100% of Common Voting Stock AEGON USA, Inc.    Insurance
Stonebridge Benefit Services, Inc.    Delaware    100% Commonwealth General Corporation    Health discount plan
Stonebridge Casualty Insurance Company    Ohio    100% AEGON USA, Inc.    Insurance company
Stonebridge Group, Inc.    Delaware    100% Commonwealth General Corporation    General purpose corporation
Stonebridge International Insurance Ltd.    UK    100% Cornerstone International Holdings Ltd.    General insurance company
Stonebridge International Marketing Ltd.    UK    100% Cornerstone International Holdings Ltd.    Marketing
Stonebridge Life Insurance Company    Vermont    100% Commonwealth General Corporation    Insurance company
Stonebridge Reinsurance Company    Vermont    100% Stonebridge Life Insurance Company    Captive insurance company
TA Air XI, Corp.    Delaware    100% TCFC Air Holdings, Inc.    Special purpose corporation
TAH-MCD IV, LLC    Iowa    100% Transamerica Affordable Housing, Inc.    Serve as the general partner for McDonald Corporate Tax Credit Fund IV Limited Partnership
TBC III, Inc.    Delaware    100% TFCFC Asset Holdings, Inc.    Special purpose corporation
TBK Insurance Agency of Ohio, Inc.    Ohio    500 shares non-voting common stock owned by Transamerica Financial Advisors, Inc.; 1 share voting common stock owned by James Krost    Variable insurance contract sales in state of Ohio
TCF Asset Management Corporation    Colorado    100% TCFC Asset Holdings, Inc.    A depository for foreclosed real and personal property
TCFC Air Holdings, Inc.    Delaware    100% Transamerica Commercial Finance Corporation, I    Holding company
TCFC Asset Holdings, Inc.    Delaware    100% Transamerica Commercial Finance Corporation, I    Holding company
TCFC Employment, Inc.    Delaware    100% Transamerica Commercial Finance Corporation, I    Used for payroll for employees at TFC
TFC Properties, Inc.    Delaware    100% Transamerica Corporation    Holding company
The AEGON Trust Advisory Board: Donald J. Shepard, Joseph B.M. Streppel, Alexander R. Wynaendts, and Craig D. Vermie    Delaware       Voting Trust
The Insurance Agency for the American Working Family, Inc.    Maryland    100% Veterans Life Insurance Company    Insurance
The RCC Group, Inc.    Delaware    100% FGH USA LLC    Real estate
TIHI Mexico, S. de R.L. de C.V.    Mexico    95% TIHI; 5% TOLIC    To render and receive all kind of administrative, accountant, mercantile and financial counsel and assistance to and from any other Mexican or foreign corporation, whether or not this company is a shareholder of them
Transamerica Accounts Holding Corporation    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
Transamerica Affinity Services, Inc.    Maryland    100% AEGON Direct Marketing Services, Inc.    Marketing company
Transamerica Affordable Housing, Inc.    California    100% TRS    General partner LHTC Partnership

 

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Transamerica Annuity Service Corporation    New Mexico    100% TSC    Performs services required for structured settlements
Transamerica Aviation LLC    Delaware    100% TCFC Air Holdings, Inc.    Special purpose corporation
Transamerica Capital, Inc.    California    100% AUSA Holding Co.    Broker/Dealer
Transamerica China Investments Holdings Limited    Hong Kong    99% TOLIC    Holding company
Transamerica Commercial Finance Corporation, I    Delaware    100% TFC    Holding company
Transamerica Consultora Y Servicios Limitada    Chile    95% TOLIC; 5% Transamerica International Holdings, Inc.    Special purpose limited liability corporation
Transamerica Consumer Finance Holding Company    Delaware    100% TCFC Asset Holdings, Inc.    Consumer finance holding company
Transamerica Corporation    Delaware    100% The AEGON Trust    Major interest in insurance and finance
Transamerica Corporation (Oregon)    Oregon    100% Transamerica Corp.    Holding company
Transamerica Direct Marketing Asia Pacific Pty Ltd.    Australia    100% AEGON DMS Holding B.V.    Holding company
Transamerica Direct Marketing Australia Pty Ltd.    Australia    100% Transamerica Direct Marketing Asia Pacific Pty Ltd.    Marketing/operations company
Transamerica Direct Marketing Group, Mexico S.A. de C.V.    Mexico    100% AEGON DMS Holding B.V.    Provide management advisory and technical consultancy services.
Transamerica Direct Marketing Group-Mexico Servicios S.A. de C.V.    Mexico    100% AEGON DMS Holding B.V.    Provide marketing, trading, telemarketing and advertising services in favor of any third party, particularly in favor of insurance and reinsurance companies.
Transamerica Direct Marketing Japan K.K.    Japan    100% AEGON DMS Holding B.V.    Marketing company
Transamerica Direct Marketing Korea Ltd.    Korea    99% AEGON DMS Holding B.V.: 1% AEGON International N.V.    Marketing company
Transamerica Direct Marketing Taiwan, Ltd.    Taiwan    100% AEGON DMS Holding B.V.    Authorized business: Enterprise management consultancy, credit investigation services, to engage in business not prohibited or restricted under any law of R.O.C., except business requiring special permission of government
Transamerica Direct Marketing (Thailand), Ltd.    Thailand    93% Transamerica International Direct Marketing Consultants, LLC; remiaining 7% held by various AEGON employees    Marketing of insurance products in Thailand
Transamerica Distribution Finance - Overseas, Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Commercial Finance
Transamerica Finance Corporation (“TFC”)    Delaware    100% Transamerica Corp.    Commercial & Consumer Lending & equipment leasing
Transamerica Financial Advisors, Inc.    Delaware    100% TSC    Broker/dealer
Transamerica Financial Institutions,Inc.    Minnesota    100% AEGON Financial Services Group,Inc.    Inactive
Transamerica Financial Life Insurance Company    New York    87.40% AEGON USA, Inc.; 12.60% TOLIC    Insurance
Transamerica Financial Resources Ins. Agency of Alabama, Inc.    Alabama    100% Transamerica Financial Advisors, Inc.    Insurance agent & broker
Transamerica Fund Advisors, Inc.    Florida    Western Reserve Life Assurance Co. of Ohio owns 77%; AUSA Holding Co. owns - 23%    Fund advisor
Transamerica Fund Services, Inc.    Florida    Western Reserve Life Assurance Co. of Ohio owns 44%; AUSA Holding Company owns 56%    Mutual fund
Transamerica Funding LP    U.K.    99% Transamerica Leasing Holdings, Inc.; 1% Transamerica Commercial Finance Corporation, I    Intermodal leasing
Transamerica Holding B.V.    Netherlands    100% AEGON International N.V.    Holding company

 

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Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Transamerica Home Loan    California    100% Transamerica Finance Corporation    Consumer mortgages
Transamerica IDEX Mutual Funds    Delaware    100% AEGON/Transamerica Fund Advisers, Inc.    Mutual fund
Transamerica Income Shares, Inc.    Maryland    100% AEGON/Transamerica Fund Advisers, Inc.    Mutual fund
Transamerica Insurance Marketing Asia Pacific Pty Ltd.    Australia    100% Transamerica Direct Marketing Asia Pacific Pty Ltd.    Insurance intermediary
Transamerica Direct Marketing Consultants, LLC    Maryland    51% Hugh J. McAdorey; 49% AEGON Direct Marketing Services, Inc.    Provide consulting services ancillary to the marketing of insurance products overseas.
Transamerica International Direct Marketing Group, Inc.    Maryland    100% Monumental General Insurance Group, Inc.    Marketing arm for sale of mass marketed insurance coverage
Transamerica International Holdings, Inc.    Delaware    100% AEGON USA, Inc.    Investments
Transamerica International RE (Bermuda) Ltd.    Bermuda    100% AEGON USA, Inc.    Reinsurance
Transamerica Investment Management, LLC    Delaware    80% Transamerica Investment Services, Inc. as Original Member; 20% owned by Professional Members (employees of Transamerica Investment Services, Inc.)    Investment advisor
Transamerica Investment Services, Inc. (“TISI”)    Delaware    100% Transamerica Corp.    Holding company
Transamerica Investors, Inc.    Maryland    Maintains advisor status    Advisor
Transamerica Leasing Holdings, Inc.    Delaware    100% Transamerica Finance Corporation    Holding company
Transamerica Life (Bermuda) Ltd.    Bermuda    100% Transamerica Occidental Life Insurance Company    Long-term life insurer in Bermuda—will primarily write fixed universal life and term insurance
Transamerica Life Canada    Canada    AEGON Canada Inc. owns 9,600,000 shares of common stock; AEGON International N.V. owns 3,568,941 shares of common stock and 184,000 shares of Series IV Preferred stock.    Life insurance company
Transamerica Life Insurance Company    Iowa    316,955 shares Common Stock owned by Transamerica Occidental Life Insurance Company; 87,755 shares Series B Preferred Stock owned by AEGON USA, Inc.    Insurance
Transamerica Marketing E Correctora De Seguros De Vida Do Brazil Ltda.    Brazil    749,000 quotes shares owned by AEGON DMS Holding B.V.; 1 quota share owned by AEGON International N.V.    Brokerage company
Transamerica Mezzanine Financing Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
Transamerica Minerals Company    California    100% TRS    Owner and lessor of oil and gas properties
Transamerica Oakmont Corporation    California    100% Transamerica Products, Inc.    General partner retirement properties
Transamerica Oakmont Retirement Associates    California    Co-General Partners are Transamerica Oakmont Corporation and Transamerica Products I (Administrative General Partner)    Senior living apartments

 

As of 1/1/2007

   Page 10


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Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Transamerica Occidental Life Insurance Company (“TOLIC”)    Iowa    1,104,117 shares Common Stock owned by Transamerica Service Company; 1,103,466 shares of Preferred Stock owned by Transamerica Corporation    Life Insurance
Transamerica Occidental’s Separate Account Fund C    California    100% TOLIC    Mutual fund
Transamerica Pacific Insurance Company, Ltd.    Hawaii    100% Transamerica Corp.    Life insurance
Transamerica Products, Inc. (“TPI”)    California    100% TSC    Holding company
Transamerica Pyramid Properties LLC    Iowa    100% TOLIC    Realty limited liability company
Transamerica Re Consultoria em Seguros e Servicos Ltda    Brazil    95% TOLIC; 5% Transamerica International Holdings, Inc.    Insurance and reinsurance consulting
Transamerica Realty Investment Properties LLC    Delaware    100% TOLIC    Realty limited liability company
Transamerica Realty Services, LLC (“TRS”)    Delaware    100% AEGON USA Realty Advisors, Inc.    Real estate investments
Transamerica Retirement Communities S.F., Inc.    Delaware    100% TFC Properties, Inc.    Inactive
Transamerica Retirement Communities S.J., Inc.    Delaware    100% TFC Properties, Inc.    Inactive
Transamerica Securities Sales Corp.    Maryland    100% TSC    Life insurance sales
Transamerica Service Company (“TSC”)    Delaware    100% TIHI    Holding company
Transamerica Small Business Capital, Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
Transamerica Trailer Leasing AG    Switzerland    100% Transamerica Leasing Holdings, Inc.    Leasing
Transamerica Trailer Leasing Sp. Z.O.O.    Poland    100% Transamerica Leasing Holdings, Inc.    Leasing
Transamerica Vendor Financial Services Corporation    Delaware    100% TCFC Asset Holdings, Inc.    Provides commercial leasing
Unicom Administrative Services, Inc.    Pennsylvania    100% Academy Insurance Group, Inc.    Provider of admin. services
United Financial Services, Inc.    Maryland    100% AEGON USA, Inc.    General agency
Universal Benefits Corporation    Iowa    100% AUSA Holding Co.    Third party administrator
USA Administration Services, Inc.    Kansas    100% TOLIC    Third party administrator
Valley Forge Associates, Inc.    Pennsylvania    100% Ampac Insurance Agency, Inc. (EIN #27-1720755)    Furniture & equipment lessor
Veterans Insurance Services, Inc.    Delaware    100% Ampac Insurance Agency, Inc. (EIN #27-1720755)    Special-purpose subsidiary
Veterans Life Insurance Company    Illinois    100% AEGON USA, Inc.    Insurance company
Westcap Investors, LLC    Delaware    100% Transamerica Investment Management, LLC    Inactive
Westcap Investors Series Fund, LLC    Delaware    Transamerica Investment Management, LLC is the Managing Member    This Series Fund is an unregistered investments vehicle for Transamerica Investment Management, LLC (former Westcap Investors, LLC) clients are Members
Western Reserve Life Assurance Co. of Ohio    Ohio    100% AEGON USA, Inc.    Insurance
WFG China Holdings, Inc.    Delaware    100% World Financial Group, Inc.    Hold interest in Insurance Agency located in Peoples Republic of China
WFG Insurance Agency of Puerto Rico, Inc.    Puerto Rico    100% World Financial Group Insurance Agency, Inc.    Insurance agency
WFG Properties Holdings, LLC    Georgia    100% World Financial Group, Inc.    Marketing
WFG Property & Casualty Insurance Agency of California, Inc.    California    100% WFG Property & Casualty Insurance Agency, Inc.    Insurance agency
WFG Property & Casualty Insurance Agency of Nevada, Inc.    Nevada    100% WFG Property & Casualty Insurance Agency, Inc.    Insurance agency

 

As of 1/1/2007

   Page 11


Table of Contents

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

WFG Property & Casualty Insurance Agency, Inc.    Georgia    100% World Financial Group Insurance Agency, Inc.    Insurance agency
WFG Reinsurance Limited    Bermuda    100% World Financial Group, Inc.    Reinsurance
WFG Securities of Canada, Inc.    Canada    100% World Financial Group Holding Company of Canada, Inc.    Mutual fund dealer
World Financial Group Holding Company of Canada Inc.    Canada    100% TIHI    Holding company
World Financial Group Insurance Agency of Canada Inc.    Ontario    50% World Financial Group Holding Co. of Canada Inc.; 50% World Financial Group Subholding Co. of Canada Inc.    Insurance agency
World Financial Group Insurance Agency of Hawaii, Inc.    Hawaii    100% World Financial Group Insurance Agency, Inc.    Insurance agency
World Financial Group Insurance Agency of Massachusetts, Inc.    Massachusetts    100% World Financial Group Insurance Agency, Inc.    Insurance agency
World Financial Group Insurance Agency of Wyoming, Inc.    Wyoming    100% World Financial Group Insurance Agency, Inc.    Insurance agency
World Financial Group Insurance Agency, Inc.    California    100% Western Reserve Life Assurance Co. of Ohio    Insurance agency
World Financial Group Subholding Company of Canada Inc.    Canada    100% World Financial Group Holding Company of Canada, Inc.    Holding company
World Financial Group, Inc.    Delaware    100% AEGON Asset Management Services, Inc.    Marketing
World Group Securities, Inc.    Delaware    100% AEGON Asset Management Services, Inc.    Broker-dealer
Zahorik Company, Inc.    California    100% AUSA Holding Co.    Inactive

 

As of 1/1/2007

   Page 12


Table of Contents
Item 27.   Number of Contract Owners

 

As of February 28, 2007, there were no Contract owners.

 

Item 28.   Indemnification

 

The New York Code (Sections 721 et. seq.) provides for permissive indemnification in certain situations, mandatory indemnification in other situations, and prohibits indemnification in certain situations. The Code also specifies procedures for determining when indemnification payments can be made.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Depositor pursuant to the foregoing provisions, or otherwise, the Depositor has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Depositor will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


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Item 29. Principal Underwriters

 

(a) Transamerica Capital, Inc. serves as the principal underwriter for:

Transamerica Capital, Inc. serves as the principal underwriter for the Retirement Builder Variable Annuity Account, Separate Account VA A, Separate Account VA B, Separate Account VA C, Separate Account VA D, Separate Account VA E, Separate Account VA F, Separate Account VA I, Separate Account VA J, Separate Account VA K, Separate Account VA L, Separate Account VA P, Separate Account VA Q, Separate Account VA R, Separate Account VA S, Separate Account VA W, Separate Account VA X, Separate Account VA Y; Separate Account VA-1, Separate Account VA-6, Separate Account VA-7, Separate Account VA-8, Transamerica Corporate Separate Account Sixteen, Separate Account VL A and Separate Account VUL A. These accounts are separate accounts of Transamerica Life Insurance Company.

Transamerica Capital, Inc. serves as principal underwriter for Separate Account VA BNY, Separate Account VA QNY, Separate Account VA WNY, TFLIC Separate Account VNY, Separate Account VA-2LNY, TFLIC Separate Account C, Separate Account VA-5NLNY, Separate Account VA-6NY, TFLIC Series Annuity Account and TFLIC Series Life Account. These accounts are separate accounts of Transamerica Financial Life Insurance Company.

Transamerica Capital, Inc. serves as principal underwriter for Peoples Benefit Life Insurance Company Separate Account I, Peoples Benefit Life Insurance Company Separate Account II and Peoples Benefit Life Insurance Company Separate Account V. These accounts are separate accounts of Peoples Benefit Life Insurance Company.

Transamerica Capital, Inc. serves as principal underwriter for Separate Account VA U, Separate Account VA V, WRL Series Life Account, WRL Series Life Account G, WRL Series Life Corporate Account, WRL Series Annuity Account and WRL Series Annuity Account B. These accounts are separate accounts of Western Reserve Life Assurance Co. of Ohio.

Transamerica Capital, Inc. also serves as principal underwriter for Separate Account VA-2L, Separate Account VA-5, and Transamerica Occidental Life Separate Account VUL-3. These accounts are separate accounts of Transamerica Occidental Life Insurance Company.

Transamerica Capital, Inc. also serves as principal underwriter for Separate Account VA WM. This account is a separate account of Monumental Life Insurance Company.

Transamerica Capital, Inc. also serves as principal underwriter for AEGON/Transamerica Series Trust, Transamerica IDEX Mutual Funds and Transamerica Investors, Inc.


Table of Contents

(b)    Directors and Officers of Transamerica Capital, Inc.:

Name

  

Principal

Business Address

 

Position and Offices with Underwriter

Phillip S. Eckman    (2)   Director
Paula G. Nelson    (3)   Director, Chief Executive Officer and President
Larry N. Norman    (1)   Director
John Mallett    (1)   Director
Linda S. Gilmer    (1)   Executive Vice President – Finance
Frank A. Camp    (1)   Corporate Secretary
Michael W. Brandsma    (3)   Managing Director and Executive Vice President
Jay A. Hewitt    (2)   Managing Director and Executive Vice President
Robert R. Frederick    (1)   Managing Director and Executive Vice President
Lon J. Olejniczak    (1)   Managing Director and Executive Vice President
Courtney A. John    (3)   Chief Compliance Officer
Carol A. Sterlacci      Vice President
Darin D. Smith    (1)   Assistant Vice President
Brenda L. Smith      Assistant Vice President
Priscilla I. Hechler    (4)   Assistant Vice President and Assistant Secretary
Arthur D. Woods    (4)   Assistant Vice President
Dennis P. Gallagher    (4)   Assistant Vice President
Kyle A. Keelan    (4)   Assistant Vice President
Christy Post-Rissin    (4)   Assistant Vice President
Frank J. Rosa    (4)   Assistant Vice President
John W. Fischer    (4)   Assistant Vice President
Amy Boyle    (4)   Assistant Vice President
Clifton W. Flenniken, III    (5)   Assistant Vice President

(1)    4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001

(2)    600 S. Hwy 169, Suite 1800, Minneapolis, MN 55426

(3)    4600 S Syracuse St, Suite 1100, Denver, CO 80237-2719

(4)    570 Carillon Parkway, St. Petersburg, FL 33716

(5)    1111 North Charles Street, Baltimore, MD 21201


Table of Contents

(c)    Compensation to Principal Underwriter:

Name of Principal Underwriter


  

Net Underwriting

Discounts and

Commissions(2)


  

Compensation on
Redemption


  

Brokerage
Commissions


  

Compensation


AFSG Securities Corporation(1)

   0    0    0    0

Transamerica Capital, Inc.

   0    0    0    0

(1)      Effective May 1, 2007, Transamerica Capital, Inc. replaced AFSG Securities Corporation as principal underwriter for the policies.

(2)      Fiscal Year 2006

 

Item 30.   Location of Accounts and Records

 

The records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by Manager Regulatory Filing Unit, Transamerica Financial Life Insurance Company at 4 Manhattanville Road, Purchase, NY 10577; or at Service Office, Financial Markets Group – Variable Annuity Department, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.

 

Item 31.   Management Services.

 

All management Contracts are discussed in Part A or Part B.

 

Item 32.   Undertakings

 

(a) Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as Premiums under the Contract may be accepted.

 

(b) Registrant undertakes that it will include either (i) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information or (ii) a space in the Policy application that an applicant can check to request a Statement of Additional Information.

 

(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Transamerica Financial Life Insurance Company at the address or phone number listed in the Prospectus.

 

(d) Transamerica Financial Life Insurance Company hereby represents that the fees and charges deducted under the contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Transamerica Financial Life Insurance Company.

 

SECTION 403(B) REPRESENTATIONS

 

Transamerica Financial Life Insurance Company represents that it is relying on a no-action letter dated November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88), regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of 1940, in connection with redeemability restrictions on Section 403(b) Policies, and that paragraphs numbered (1) through (4) of that letter will be complied with.


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SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that this Amendment to the Registration Statement meets the requirements for effectiveness pursuant to paragraph (b) of Securities Act Rule 485 and has caused this Registration Statement to be signed on its behalf, in the City of Cedar Rapids and State of Iowa, on this 23rd day of April, 2007.

 

SEPARATE ACCOUNT VA QNY

TRANSAMERICA FINANCIAL LIFE

INSURANCE COMPANY

Depositor

*

Mark W. Mullin

President

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

  

Date

*

Mark W. Mullin

  

Director, President and

Chairman of the Board

                       , 2007

*

James P. Larkin

  

Director, Vice President

and Assistant Secretary

                       , 2007

*

Eric J. Martin

  

Corporate Controller

and Treasurer

                       , 2007

*

Elizabeth Belanger

  

Director

                       , 2007

*

Joe Carusone

  

Director

                       , 2007

*

Ronald F. Mosher

  

Director

                       , 2007

*

Robert F. Colby

  

Director, Counsel

and Vice President

                       , 2007


Table of Contents

*

Colette F. Vargas

  

Director and

Chief Actuary

                       , 2007

*

William Brown, Jr.

   Director                        , 2007

*

William L. Busler

   Director                        , 2007

*

Steven E. Frushtick

   Director                        , 2007

*

Peter G. Kunkel

  

Director and

Vice President

                       , 2007

*

Peter P. Post

  

Director

                       , 2007

*

Cornelis H. Verhagen

   Director                        , 2007

/s/ Darin D. Smith

*By: Darin D. Smith

  

Attorney-in-Fact

pursuant to powers of

attorney filed previously

and herewith

   April 23, 2007


Table of Contents

Registration No. 333-110048

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


EXHIBITS

TO

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

FLEXIBLE PREMIUM VARIABLE ANNUITY - E

 



Table of Contents

EXHIBIT INDEX

 

Exhibit No.  

Description of Exhibit

   Page No.*
(3)(a)(1)   Amendment No. 2 and Novation to the Amended and Restated Principal Underwriting Agreement   
(9)(a)   Opinion and Consent of Counsel   
(9)(b)   Consent of Counsel   
(10)(a)   Consent of Independent Registered Public Account Firm   
(14)   Power of Attorneys   

 

Page numbers included only in manually executed original.