485BPOS 1 wrlfepfilingedgar.htm WRL FREEDOM EQUITY PROTECTOR

As filed with the Securities and Exchange Commission on April 17, 2007

Registration No. 33-31140/811-4420

 

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

 

FORM N-6

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

PRE-EFFECTIVE AMENDMENT NO.

( )

 

POST-EFFECTIVE AMENDMENT NO. 26

(X)

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT

 

COMPANY ACT OF 1940

 

Amendment No. 50

(X)

 

(Check appropriate box or boxes)

 

 

WRL SERIES LIFE ACCOUNT

 

(Exact Name of Registrant)

 

 

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

 

(Name of Depositor)

 

570 Carillon Parkway

 

St. Petersburg, FL 33716

 

(Address of Depositor's Principal Executive Offices) (Zip Code)

 

Depositor's Telephone Number, including Area Code:

 

(727) 299-1800

 

 

Arthur D. Woods, Esq.

 

Vice President and Senior Counsel

 

Western Reserve Life Assurance Co. of Ohio

 

570 Carillon Parkway

 

St. Petersburg, FL 33716

 

(Name and Address of Agent for Service)

 

 

Copy to:

 

 

Mary Jane Wilson-Bilik, Esq.

 

Sutherland Asbill & Brennan LLP

 

1275 Pennsylvania Avenue, N.W.

 

Washington, D.C. 20004-2415

 

It is proposed that this filing will become effective (check appropriate box):

 

 

immediately upon filing pursuant to paragraph (b)

X on May 1, 2007

, pursuant to paragraph (b)

60 days after

filing pursuant to paragraph (a)(1)

 

on

(date)

, pursuant to paragraph (a)(1)

 

If appropriate, check the following box:

 

 

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

 

 


 

 

 

PART A

 

INFORMATION REQUIRED IN A PROSPECTUS

 

 

 


P R O S P E C T U S

May 1, 2007

                                                            WRL FREEDOM EQUITY PROTECTOR®

issued through

WRL Series Life Account by

Western Reserve Life Assurance Co. of Ohio

 

Administrative Office:

570 Carillon Parkway

St. Petersburg, Florida 33716

 

Direct all payments, correspondence, and notices to the Mailing Office:

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499

1-800-851-9777;

(727) 299-1800

 

AN INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

 

This prospectus describes the WRL Freedom Equity Protector(, a flexible premium variable life insurance policy (the “Policy”). You can allocate your Policy’s cash value to the fixed account (which credits a specified guaranteed interest rate) and/or to the WRL Series Life Account, which invests through its subaccounts in portfolios of the AEGON/Transamerica Series Trust – Initial Class (the “Series Fund”), the Fidelity Variable Insurance Products Funds – Service Class 2 (the “Fidelity VIP Fund”) and the ProFunds Trust (“ProFunds VP”) (collectively, the “funds”).

 

The portfolios of the Series Fund available to you under the Policy are:

 

o

Asset Allocation – Conservative Portfolio

o

PIMCO Total Return

o

Asset Allocation – Growth Portfolio

o

Templeton Transamerica Global (formerly Templeton Great Companies Global)

o

Asset Allocation – Moderate Growth Portfolio

o

Asset Allocation – Moderate Portfolio

o

Third Avenue Value

o

BlackRock Large Cap Value (formerly Mercury Large Cap Value)

o

Transamerica Balanced

o

Clarion Global Real Estate Securities

o

Transamerica Convertible Securities

o

Federated Market Opportunity (Federated Growth & Income)

o

Transamerica Equity

o

International Moderate Growth Fund

o

Transamerica Growth Opportunities

o

JPMorgan Core Bond (formerly AEGON Bond)

o

Transamerica Money Market

o

JPMorgan Mid Cap Value*

o

Transamerica Science & Technology (formerly Great Companies – TechnologySM)

o

Legg Mason Partners All Cap (formerly Salomon All Cap)

o

Marsico Growth

o

Transamerica Value Balanced

o

MFS International Equity (formerly American Century International)

o

T. Rowe Price Equity Income

o

Munder Net50

o

T. Rowe Price Small Cap

 

 

o

Van Kampen Mid-Cap Growth

* This portfolio no longer accepts new investments from current or prospective investors.

 

The portfolios of the Fidelity VIP Fund available to you under the Policy are:

 

o

o

Fidelity VIP Equity-Income Portfolio**

Fidelity VIP Contrafund  Portfolio**

o

Fidelity VIP Growth Opportunities Portfolio**

** Effective May 1, 2003, this portfolio was no longer available for sale to new investors.

 

The portfolios of the ProFunds VP available to you under the Policy are:

 

o

ProFund VP Bull***

o

ProFund VP Short Small-Cap***

o

ProFund VP Money Market***

o

ProFund VP OTC***

o

ProFund VP Small-Cap***

 

 

*** The ProFunds VP portfolios permit frequent transfers. Investors in the ProFunds VP portfolios may bear the additional costs and investment risks of frequent transfers. See “Disruptive Trading and Market Timing” in this prospectus.

 

If you already own a life insurance policy, it may not be to your advantage to buy additional insurance or to replace your policy with the Policy described in the prospectus. And it may not be to your advantage to borrow money to purchase the Policy or to take withdrawals from another policy you own to make premium payments under the Policy.

 

Prospectuses for the portfolios of the funds must accompany the prospectus. Certain portfolios may not be available in all states. Please read these documents before investing and save them for future reference.

 

An investment in the Policy is not a bank deposit. The Policy is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

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.

 


 

 

Table of Contents

 

Policy Benefits/Risks Summary

1

Policy Benefits

1

The Policy in General

1

Flexible Premiums

1

Variable Death Benefit

1

No Lapse Period Guarantee

2

Cash Value

2

Transfers

2

Loans

3

Cash Withdrawals and Surrenders

3

Tax Benefits

3

Policy Risks

4

Risk of an Increase in Current Fees and Expenses

4

Investment Risks

4

Risk of Lapse

4

Tax Risks (Income Tax and MEC)

4

Loan Risks

5

Portfolio Risks

5

Fee Tables

5

Range of Expenses for the Portfolios

12

Western Reserve, the Separate Account, the Fixed Account and the Portfolios

12

Western Reserve

12

The Separate Account

12

The Fixed Account

13

The Portfolios

13

Selection of Underlying Portfolios

18

Addition, Deletion, or Substitution of Portfolios

18

Your Right to Vote Portfolio Shares

19

Charges and Deductions

19

Premium Charges

19

Monthly Deduction

20

Mortality and Expense Risk Charge

21

Surrender Charge

21

Transfer Charge

23

Loan Interest Spread

24

Cash Withdrawal Charge

24

Taxes

24

Rider Charges

24

Portfolio Expenses

25

Revenue We Receive

25

The Policy

26

Ownership Rights

26

Modifying the Policy

27

Purchasing a Policy

27

Tax Free "Section 1035" Exchanges

27

When Insurance Coverage Takes Effect

28

Canceling a Policy

29

Group or Sponsored Policies

30

Associate Policies

30

WRL Protector Plus ProgramSM

30

 

 

This Policy is not available in the State of New York.

 

 

 

i

 


 

 

Policy Features

31

Premiums

31

Allocating Premiums

31

Premium Flexibility

32

Planned Periodic Payments

32

Minimum Monthly Guarantee Premium

32

No Lapse Period

32

Premium Limitations

33

Making Premium Payments

33

Transfers

33

General

33

Disruptive Trading and Market Timing

34

Fixed Account Transfers

37

Conversion Rights

38

Dollar Cost Averaging

38

Asset Rebalancing Program

39

Third Party Asset Allocation Services

39

Policy Values

40

Cash Value

41

Net Surrender Value

41

Subaccount Value

41

Subaccount Unit Value

41

Fixed Account Value

42

Death Benefit

42

Death Benefit Proceeds

42

Death Benefit

43

Effect of Cash Withdrawals on the Death Benefit

44

Choosing Death Benefit Options

44

Changing the Death Benefit Option

44

Changing the Specified Amount

44

Payment Options

45

Surrenders and Cash Withdrawals

45

Surrenders

46

Cash Withdrawals

46

Loans

47

General

47

Interest Rate Charged

47

Loan Reserve Account Interest Rate Credited

48

Effect of Policy Loans

48

Policy Lapse and Reinstatement

48

Lapse

48

No Lapse Period Guarantee

49

Reinstatement

50

Federal Income Tax Considerations

50

Tax Status of the Policy

50

Tax Treatment of Policy Benefits

50

Other Policy Information

53

Benefits at Maturity

53

Payments We Make

54

Split Dollar Arrangements

54

Policy Termination

55

Supplemental Benefits (Riders)

55

Children's Insurance Rider

55

Accidental Death Benefit Rider

55

 

 

 

 

ii

 

 


 

Other Insured Rider

55

Disability Waiver Rider

56

Disability Waiver and Income Rider

56

Primary Insured Rider ("PIR") and Primary Insured Rider Plus ("PIR Plus")

56

Terminal Illness Accelerated Death Benefit Rider

57

Additional Information

58

Sale of the Policies

58

Legal Proceedings

60

Financial Statements

61

Performance Data

61

Rates of Return

61

Table of Contents of the Statement of Additional Information

64

Glossary

65

Appendix A - Illustrations

68

Prospectus Back Cover

71

Personalized Illustrations of Policy Benefits

71

Inquiries

71

 

 

iii

 


 

Policy Benefits/Risks Summary

WRL Freedom Equity Protector®

 

This summary describes the Policy’s important benefits and risks. More detailed information about the Policy appears later in this prospectus and in the Statement of Additional Information (“SAI”). For your convenience, we have provided a Glossary at the end of this prospectus that defines certain words and phrases used in this prospectus.

 

Policy Benefits

 

The Policy in General

 

The WRL Freedom Equity Protector is an individual flexible premium variable life insurance policy. The Policy gives you the potential for long-term life insurance coverage with the opportunity for tax-deferred cash value accumulation. The Policy’s cash value will increase or decrease depending on the investment performance of the subaccounts, the premiums you pay, the fees and charges we deduct, the interest we credit to the fixed account, and the effects of any Policy transactions (such as transfers, loans and partial withdrawals).

The Policy is designed to be long-term in nature in order to provide significant life insurance benefits for you. However, purchasing this Policy involves certain risks. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should consider the Policy in conjunction with other insurance you own. The Policy is not suitable as a short-term savings vehicle. There may be adverse consequences should you decide to surrender your Policy early, such as payment of a surrender charge that applies during the first 15 Policy years.

Fixed Account. You may place money in the fixed account where it earns at least 4% annual interest. We may declare higher rates of interest, but are not obligated to do so. The fixed account is part of our general account. The fixed account is not available if your Policy was issued in the State of New Jersey.

Separate Account. You may direct the money in your Policy to any of the subaccounts of the separate account. Each subaccount invests exclusively in one of the portfolios listed on the cover of this prospectus. Money you place in a subaccount is subject to investment risk and its value will vary each day according to the investment performance of the portfolios in which the subaccounts invest.

Supplemental Benefits (Riders). Supplemental riders are available under the Policy. We deduct charges for these riders from cash value as part of the monthly deduction. These riders may not be available in all states.

 

Flexible Premiums

 

You select a premium payment plan but the plan is flexible – you are not required to pay premiums according to the plan. You can change the frequency and amount, within limits, and can skip premium payments.

Unplanned premiums may be made, within limits. Premium payments must be at least $50.

You increase your risk of lapse if you do not regularly pay premiums at least as large as the current minimum monthly guarantee premium. Under certain circumstances, extra premiums may be required to prevent lapse.

Once we deliver your Policy, the free-look period begins. You may return the Policy during this period and receive a refund.

 

Variable Death Benefit

 

If the insured dies while the Policy is in force, we will pay a death benefit to the beneficiary(ies), subject to applicable law and the forms of the Policy. The amount of the death benefit depends on the specified amount of insurance you select, the death benefit option you chose, and any additional insurance provided by riders you purchase.

Choice Among Death Benefit Options. You must choose one of two death benefit options. We offer the following:

 

Option A is the greater of:

 

 

>

the current specified amount, or

 

 

>

a specified percentage, multiplied by the Policy's cash value on the date of the insured's death.

 

Option B is the greater of:

 

 

1

 


 

 

 

 

>

the current specified amount, plus the Policy's cash value on the date of the insured's death, or

 

 

>

a specified percentage, multiplied by the Policy's cash value on the date of the insured's death.

 

We will reduce the death benefit proceeds by any outstanding loan amount and any due and unpaid charges. We will increase the death benefit proceeds by any additional insurance benefits you add by rider and any interest you paid in advance on any loan for the period between the date of death and the next Policy anniversary.

 

Under current tax law, the death benefit should generally be U.S. federal income tax free to the beneficiary. Other taxes, such as estate taxes, may apply.

Change in Death Benefit Option and Specified Amount. After the third Policy year and each Policy year thereafter, you may change the death benefit option and increase or decrease the specified amount. A decrease in specified amount is limited to no more than 20% of the specified amount before the decrease. The new specified amount cannot be less than the minimum specified amount as shown in your Policy.

 

No Lapse Period Guarantee

 

We guarantee that your Policy will not lapse until the no lapse date shown on your Policy schedule page, so long as on any Monthiversary you have paid total premiums (minus any cash withdrawals and minus any outstanding loan amount) that equal or exceed the sum of the minimum monthly guarantee premiums in effect for each month since the Policy date up to and including the current month. If you take a cash withdrawal or a loan, or if you increase or decrease your specified amount or if you add, increase or decrease a rider, you may need to pay additional premiums in order to keep the no lapse period guarantee in effect.

 

Cash Value

 

The cash value is the sum of the Policy's value in the subaccounts and the fixed account and is the starting point for calculating important values under the Policy, such as net surrender value and the death benefit. There is no guaranteed minimum cash value. The Policy may lapse if you do not have sufficient cash value in the Policy to pay the monthly deductions, the surrender charge and/or any outstanding loan amount(s) (including interest you owe on any Policy loan(s)).

The Policy will not lapse during the no lapse period so long as you have paid sufficient premiums.

 

Transfers

 

You can transfer cash value among the subaccounts and the fixed account. You currently may make transfers in writing, by telephone, by fax or electronically through our website.

Except as listed below, we charge a $10 transfer processing fee for each transfer after the first 12 transfers in a Policy year.

Dollar cost averaging and asset rebalancing programs are available.

The Policy allows a transfer out of the fixed account of the greater of up to 25% of the amount in the fixed account, or the amount transferred in the previous Policy year. Currently, we do not, but reserve the right to, limit the number of transfers out of the fixed account to one per Policy year. If we modify or stop this current practice, we will notify you at the time of your transfer.

Transfers resulting from loans or the exercise of conversion rights, or due to reallocation of each value immediately after the reallocation date are currently not treated as transfers for the purpose of assessing the transfer charge.

Transfers via the Internet (currently not available with the ProFunds VP subaccounts) are not treated as transfers for the purpose of assessing the transfer charge.

Transfers between the ProFunds VP subaccounts are not treated as transfers for the purpose of assessing the transfer charge.

We may impose restrictions on the transfer privilege. See the discussion of our policy with regard to market timing (including transfers), and the costs and risks to you that can result from programmed, large, frequent, or short-term transfers in our Statement of Policy on Disruptive Trading and Market Timing.

 

 

2

 

 


 

You may not use any form of expedited transfer if you make transfers from any ProFunds VP subaccount to any Series Fund or Fidelity VIP Fund subaccount. These transfers will be processed only if you send us a written request through standard United States Postal Service First Class mail delivery, with an original signature authorizing each transfer.

 

Loans

 

After the first Policy year (as long as your Policy is in force), you may take a loan against the Policy up to 90% of the net surrender value. We may permit a loan before the first anniversary for Policies issued pursuant to 1035 Exchanges. The minimum loan amount is generally $500.

We currently charge 5.2% interest annually. The interest will be charged in advance each year on any outstanding loan amount. The rates charged may vary by Policy date and state.

To secure the loan, we transfer an amount equal to your loan from your cash value to a loan reserve account. The loan reserve account is part of the fixed account. We will credit the amount in the loan reserve with interest at an effective annual rate of at least 4.0%.

After the 10th Policy year, on all amounts you have borrowed, we currently credit interest to part of the cash value in excess of the premiums paid less cash withdrawals and less any outstanding loan amount at an interest rate equal to the interest rate we charge on the total loan. The remaining portion, equal to the cost basis, is currently credited an effective annual rate of 4.75%. The rates credited may vary by Policy date.

Federal income taxes and a penalty tax may apply to loans you take against the Policy. The federal tax consequences of loans with preferred rates are uncertain and may have adverse tax consequences.

 

Cash Withdrawals and Surrenders

 

You may take one withdrawal of cash value per Policy year after the first Policy year.

The amount of the withdrawal may be limited to:

 

>

at least $500; and

 

>

no more than 10% of the net surrender value.

We will deduct a processing fee equal to $25 or 2% of the amount you withdraw (whichever is less) from the withdrawal, and we will pay you the balance.

A cash withdrawal will reduce the death benefit by at least the amount of the withdrawal. We will not impose a surrender charge when the specified amount is decreased as a result of taking a cash withdrawal.

You may fully surrender the Policy at any time before the insured’s death or the maturity date. Life insurance coverage will end upon the full surrender of the Policy. You will receive the net surrender value (cash value minus surrender charge, minus any outstanding loan amount, plus any interest paid in advance on the loan for the period between the date of surrender and the next Policy anniversary). The surrender charge will apply during the first 15 Policy years. The surrender charge may be significant. You may receive little or no net surrender value if you surrender your Policy in the early Policy years.

A cash withdrawal will reduce the cash value, so it will increase the risk that the Policy will lapse. A cash withdrawal may also increase the risk that the no lapse period will not remain in effect.

Federal income taxes and a penalty tax may apply to cash withdrawals and surrenders.

 

Tax Benefits

 

We intend for the Policy to satisfy the definition of life insurance under the Internal Revenue Code so that the death benefit generally should be excludible from the taxable income of the beneficiary. In addition, if your Policy is a Modified Endowment Contract (“MEC”), you should not be taxable on any gains included in cash value until you take a withdrawal, or take a Policy loan, or assign, pledge or surrender the Policy, or we pay the maturity benefit. Moreover, transfers between the subaccounts are not taxable transactions. If your policy is not a MEC, you should not be deemed to be in receipt of any taxable gains included in cash value until withdrawals and surrenders exceed your tax basis in the Policy, or other distributions are made as described in the Federal Income Tax Considerations section in this prospectus.

 

 

3

 

 


Policy Risks

 

Risk of an Increase in Current Fees and Expenses

 

Certain fees and expenses currently are assessed at less than their guaranteed maximum levels. In the future, we may increase these current charges up to the guaranteed (that is, maximum) levels. If fees and expenses are increased, you may need to increase the amount and/or frequency of premiums to keep the Policy in force.

 

Investment Risks

 

If you invest your Policy’s cash value in one or more subaccounts, then you will be subject to the risk that investment performance of the subaccounts will be unfavorable and that the cash value in your Policy will decrease. In addition, we deduct Policy fees and charges from your cash value, which can significantly reduce your cash value. During times of poor investment performance, this deduction will have an even greater impact on your cash value. You could lose everything you invest and your Policy could lapse without value, unless you pay additional premiums. If you allocate premiums to the fixed account, then we credit your fixed account value with a declared rate of interest. You assume the risk that the interest rate on the fixed account may decrease, although it will never be lower than a guaranteed minimum annual effective rate of 4%.

 

Risk of Lapse

               Your Policy contains a no lapse period guarantee. Your Policy will not lapse before the no lapse date stated in your Policy, as long as you pay sufficient minimum guarantee premiums. If you do not pay sufficient premiums, you will automatically lose the no lapse period guarantee and you will increase the risk that your Policy will lapse.

 

You will lessen the risk of lapse of your Policy if you keep the no lapse period guarantee in effect during the first three Policy years. Before you take a cash withdrawal, loan, increase or decrease the specified amount or add, increase or decrease a rider, you should consider carefully the effect it will have on the no lapse period guarantee.

 

If you take a cash withdrawal or Policy loan, if you increase or decrease the specified amount, or if you add, increase or decrease a rider, you will increase the risk of losing the no lapse period guarantee. We deduct the total amount of your withdrawals, any outstanding loan amount from your premiums paid when we determine whether your premium payments are high enough to keep the no lapse period guarantee in effect.

 

If you change death benefit options, increase or decrease the specified amount, or add or increase a rider, we will adjust the amount of your minimum monthly guarantee premium.

 

After the no lapse period, your Policy may lapse if loans, cash withdrawals, the monthly deductions, and insufficient investment returns reduce the net surrender value to zero. The Policy will enter a grace period if on any Monthiversary the net surrender value (that is, the cash value minus the surrender charge, and minus any outstanding loan amount, plus any interest you paid in advance on the loan between the date of surrender and the next Policy anniversary) is not enough to pay the monthly deduction due.

 

 

A Policy lapse may have adverse tax consequences.

 

               If your Policy lapses, we may allow you to reinstate this Policy within five years after it has lapsed (and before the maturity date), subject to underwriting.

 

Tax Risks (Income Tax and MEC)

 

We expect that the Policy will generally be deemed a life insurance contract under federal tax law, and that the death benefit paid to the beneficiary will generally not be subject to federal income tax.

 

Depending on the total amount of premiums you pay, the Policy may be treated as a modified endowment contract ("MEC") under federal tax laws. If a Policy is treated as a MEC, partial withdrawals, surrenders,

assignments, pledges and loans will be treated first as distributions of gain that are taxable as ordinary income, and treated as tax-free recovery of the owner’s basis on the Policy after all gain has been distributed. In addition, a 10% penalty tax may be imposed on the taxable portion of cash withdrawals, surrenders, assignments, pledges and loans

 

4

 

 


taken before you reach age 59 ½. If a Policy is not treated as a MEC, partial surrenders, assignments, pledges and withdrawals will not be subject to tax to the extent of your basis in the Policy. Amounts in excess of your basis in the Policy, while subject to tax as ordinary income, will not be subject to a 10% penalty tax. Also, if your Policy is not a MEC, loans, assignments and pledges are not taxable when made. You should consult a qualified tax advisor for assistance in all tax matters involving your Policy.

 

Loan Risks

 

A Policy loan, whether or not repaid, will affect cash value over time because we subtract the amount of the loan from the subaccounts and the fixed account and place that amount in the loan reserve as collateral. We then credit a fixed interest rate at an effective annual rate of not less than 4.0% to the loan collateral. As a result, the loan collateral does not participate in the investment results of the subaccounts and may not continue to receive the current interest rates credited to the unloaned portion of the fixed account. The longer the loan is outstanding, the greater the effect is likely to be. Depending on the investment results of the subaccounts and the interest rates credited to the fixed account, the effect could be favorable or unfavorable.

 

We also currently charge interest on Policy loans at a rate of 5.2% to be paid in advance. Interest charged is added to the amount of the loan to be repaid.

 

                A Policy loan will make it more likely that a Policy would lapse. A Policy loan will increase the risk that the no lapse period will not remain in effect. There is also a risk that the Policy will lapse if the loan, insurance charges and unfavorable investment experience reduce your net surrender value when the no lapse period guarantee is no longer in effect. Assuming Policy loans have not already been subject to tax as distributions, a significant tax liability could arise when the lapse occurs. Anyone considering using the Policy as a source of tax-free income by taking out Policy loans should consult a qualified tax advisor about the risks inherent in such a strategy before purchasing the Policy.

 

               If the Policy lapses or is surrendered while a loan is outstanding, you will realize taxable income equal to the lesser of the gain in the Policy or the sum of the excess of the loan balance (including accrued interest) and any cash received on surrender over your basis in the Policy. If the Policy is a MEC or becomes a MEC within two years of taking a loan, the amount of the outstanding indebtedness will be taxed as if it were a withdrawal from the Policy.

 

If the Policy lapses or terminates due to volatility in the investment performance of the underlying portfolios or another reason, you may incur tax consequences at an unexpected time.

 

You should consult with your own qualified tax advisor to apply the law to your particular circumstances.

 

Portfolio Risks

 

A comprehensive discussion of the risks of each portfolio may be found in each portfolio’s prospectus. Please refer to the prospectuses for the portfolios for more information.

 

 

There is no assurance that any of the portfolios will achieve its stated investment objective.

 

Fee Tables

 

The following tables describe the fees and expenses that you will pay when buying, owning and surrendering the Policy. If the amount of a charge depends on the personal characteristics of the insured or the owner, then the fee table lists the minimum and maximum charges we assess under the Policy, and the fees and charges of a representative insured with the characteristics set forth below. These charges may not be representative of the charges you will pay.

 

The first table describes the fees and expenses that you will pay when buying the Policy, paying premiums, making cash withdrawals from the Policy, surrendering the Policy, or transferring Policy cash value among the subaccounts and the fixed account.

 

 

5

 

 


 

Transaction Fees

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge

Premium Expense Charge

Upon payment of each premium

 

 

Premium Expense Charge

 

First 10 Policy years = 6.0% of each premium payment; and 2.5% of premiums in Policy years 11+

First 10 Policy years = 6.0% of each premium payment; and 2.5% of premiums in Policy years 11+

Premium Collection Charge

Upon withdrawal

2.0% per premium payment

$2.00 per premium payment

Cash Withdrawal Charge1

Upon withdrawal

2.0% of the amount withdrawn, not to exceed $25

2.0% of the amount withdrawn, not to exceed $25

Surrender Charge2

Upon full surrender of the Policy during first 15 Policy years.

 

 

 

 

_________________________

When we incur the expense of expedited delivery of your partial withdrawal or complete surrender payment, we currently assess the following additional charges: $20 for overnight delivery ($30 for Saturday delivery); and $25 for wire service. You can obtain further information about these charges by contacting our administrative office.

The surrender charge is equal to the sum of the Deferred Issue Charge and the Deferred Sales Charge multiplied by the Surrender Charge Percentage. The Deferred Issue Charge component of the surrender charge is assessed on the initial specified amount stated in your Policy and any later increase in specified amount in effect at the time of surrender. The Deferred Sales Charge component of the surrender charge is based upon the issue age and gender of each individual insured, and the total premiums paid up to and in excess of the guideline premium shown in your Policy. The Surrender Charge Percentage varies with the insured’s issue age, gender, and number of years the Policy has been in force. The Surrender Charge Percentage on a Policy where a male insured’s issue age is less than 66 (and a female insured’s issue age is under 71), is 100% for the first 10 Policy years then decreases at the rate of 20% each Policy year until it reaches zero at the end of the 15th Policy year. For a Policy where a male insured’s issue age is greater than 65 (and a female insured’s issue age is greater than 70), the Surrender Charge Percentage is 100% for the first several Policy years (3 to 9 depending on issue age and gender) and then declines to zero at the end of the 15th Policy year. The surrender charges shown in the table may not be typical of the charges you will pay. You can obtain more detailed information about the surrender charges that apply to you by contacting your agent and requesting a personalized illustration.

 

6

 


 

Transaction Fees

 

 

Amount Deducted

Charge

When Charge is Deducted

Guaranteed Charge

Current Charge

1. Deferred Issue Charge Component for:

 

 

 

     Minimum Charge; Maximum Charge; and Charge during first 10 Policy years for a male, issue age 35, in ultimate select non-tobacco use class

 

$5.00 per $1,000 of initial specified amount

$5.00 per $1,000 of initial specified amount

2. Deferred Sales Charge Component:

Upon full surrender of the Policy during first 15 Policy years

A percentage of total premiums paid

A percentage of total premiums paid

      Maximum Charge

 

26.5% up to the guideline premium plus 4.2% of premium paid in excess of the guideline premium3

26.5% up to the guideline premium plus 4.2% of premium paid in excess of the guideline premium3

      Minimum Charge

 

26.5% up to the guideline premium plus 2.0% of premium paid in excess of the guideline premium4

26.5% up to the guideline premium plus 2.0% of premium paid in excess of the guideline premium4

      Charge during first 10 Policy years for a male, issue age 35, in ultimate select non-tobacco use class

 

26.5% up to the guideline premium plus 4.2% of premium paid in excess of the guideline premium

26.5% up to the guideline premium plus 4.2% of premium paid in excess of the guideline premium

Transfer Charge5

Upon transfer

$10 for each transfer in excess of 12 per Policy year

$10 for each transfer in excess of 12 per Policy year

Terminal Illness Accelerated Death Benefit Rider

When rider is exercised

Discount Factor6

Discount Factor6

 

_________________________

This maximum charge is based on an insured with the following characteristics: male, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

This minimum charge is based on an insured with the following characteristics: male, age 75 at issue. This minimum charge may also apply to insureds with other characteristics.

The first 12 transfers per Policy year are free.

We do not assess an administrative charge for this rider; however, we do reduce the single sum benefit by a discount factor to compensate us for lost income due to the early payment of the death benefit.

 

7

 


 

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

 

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge

Monthly Policy Charge

Monthly, on the Policy date and on each Monthiversary

$5.00 per month

$5.00 per month

Cost of Insurance7

(without Extra Ratings)8

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 95

 

 

      Maximum Charge9

 

$24.85 per $1,000 of net amount at risk per month

$21.12 per $1,000 of net amount at risk per month

      Minimum Charge10

 

$0.06 per $1,000 of net amount at risk per month

$0.06 per $1,000 of net amount at risk per month

      Charge for a male insured, issue age 35, in the ultimate select non-tobacco use class, in Policy year 6

 

$0.19 per $1,000 of net amount at risk per month

$0.16 per $1,000 of net amount at risk per month

Mortality and Expense Risk Charge

Daily

Annual rate of 0.90% of average daily net assets of each subaccount in which you are invested

Annual rate of 0.90% of average daily net assets of each subaccount in which you are invested

Loan Interest Spread

On Policy anniversary11

1.49% (effective annual rate, after rounding)12

0.74% (effective annual rate, after rounding)12

 

 

 

_________________________

Cost of insurance charges are based on each insured’s attained age, gender, underwriting class, specified amount, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. The cost of insurance rates shown in the table may not be representative of the charges you will pay. Your Policy’s schedule page will indicate the guaranteed cost of insurance charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your agent.

We may place insureds in sub-standard underwriting classes with extra ratings that reflect higher mortality risks and that result in higher cost of insurance rates. If the insured possesses additional mortality risks, we may add a surcharge to the cost of insurance rates of up to $83.33 monthly per $1,000 of net amount at risk.

This maximum charge is based on an insured with the following characteristics: male, age 75 at issue, standard tobacco underwriting class and in the 20th Policy year. This maximum charge may also apply to insureds with other characteristics.

10 This minimum charge is based on an insured with the following characteristics: female, age 10 at issue, juvenile class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

11 While a Policy loan is outstanding, loan interest is payable in advance on each Policy anniversary. If before the next Policy anniversary, there is a loan repayment, Policy lapse or surrender, Policy termination, or the insured’s death, we will refund the amount of any loan interest we charged in advance for the period between the date of any such occurrence above and the next Policy anniversary.

12 The Loan Interest Spread is the difference between the amount of interest we charge you for a loan and the amount of interest we credit to your loan reserve account. We charge you an annual interest rate on a Policy loan of 5.2% in advance (5.49% effective annual interest rate) on each Policy anniversary. We will also currently credit the amount in the loan reserve account with an effective annual interest rate of 4.75% (4.0% minimum guaranteed).

 

8

 

 


 

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge

Optional Rider Charges:

Accidental Death Benefit Rider13

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 70

 

 

      Maximum Charge14

 

$0.18 per $1,000 of rider face amount per month

$0.18 per $1,000 of rider face amount per month

      Minimum Charge15

 

$0.10 per $1,000 of rider face amount per month

$0.10 per $1,000 of rider face amount per month

      Charge for a male insured, issue age 35, Policy year 6

 

$0.10 per $1,000 of rider face amount per month

$0.10 per $1,000 of rider face amount per month

Disability Waiver Rider16

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60

 

 

      Maximum Charge17

 

$0.39 per $1,000 of base Policy specified amount per month

$0.39 per $1,000 of base Policy specified amount per month

      Minimum Charge18

 

$0.03 per $1,000 of base Policy specified amount per month

$0.03 per $1,000 of base Policy specified amount per month

      Charge for a male insured, issue age 35, Policy year 6

 

$0.05 per $1,000 of base Policy specified amount per month

$0.05 per $1,000 of base Policy specified amount per month

 

_________________________

13 Rider cost of insurance charges are based on each insured’s attained age and rider face amount. The cost of insurance rates shown in the table may not be representative of the charges you will pay. The rider will indicate the maximum guaranteed rider charges applicable to your Policy. You can obtain more information about this rider by contacting your agent.

14 This maximum charge is based on an insured with the following characteristics: male, age 50 at issue and in the 20th Policy year. This maximum charge may also apply to insureds with other characteristics.

15 This minimum charge is based on an insured with the following characteristics: male, age 45 at issue and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

16 Disability Waiver charges are based on the primary insured’s issue age, gender and specified amount. The charges shown are for base Policy only (no riders and benefits). You can obtain more information about these riders by contacting your agent.

17 This maximum charge is based on an insured with the following characteristics: female, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

18 This minimum charge is based on an insured with the following characteristics: male, age 25 at issue. This minimum charge may also apply to insureds with other characteristics.

 

9

 


 

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge

Disability Waiver and Income Rider19

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 60

 

 

      Maximum Charge20

 

$0.86 per $10 monthly rider units

$0.86 per $10 monthly rider units

      Minimum Charge21

 

$0.20 per $10 monthly rider units

$0.20 per $10 monthly rider units

      Charge for a male insured, issue age 35, in Policy year 6

 

$0.28 per $10 monthly rider units

$0.28 per $10 monthly rider units

Children’s Insurance Rider22

Monthly, on the Policy date and on each Monthiversary until the youngest child reaches age 25

$0.60 per $1,000 of rider face amount per month

$0.60 per $1,000 of rider face amount per month

Other Insured Rider23

(without Extra Ratings)8

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 95

 

 

      Maximum Charge9

 

$24.85 per $1,000 of rider face amount per month

$21.12 per $1,000 of rider face amount per month

      Minimum Charge10

 

$0.06 per $1,000 of rider face amount per month

$0.06 per $1,000 of rider face amount per month

      Charge for female insured, issue age 35, in the ultimate select non-tobacco use class in Policy year 6

 

$0.22 per $1,000 of rider face amount per month

$0.19 per $1,000 of rider face amount per month

 

 

_________________________

19 The charge for this rider is based on the base insured’s issue age, gender and number of units of monthly disability income selected.

20 This maximum charge is based on an insured with the following characteristics: female, age 55 at issue. This maximum charge may also apply to insureds with other characteristics.

21 This minimum charge is based on an insured with the following characteristics: male, age 27 at issue. This minimum charge may also apply to insureds with other characteristics.

22 The charge for this rider is based on the rider face amount and does not vary.

23 Rider charges are cost of insurance charges that are based on each other insured’s issue age, gender, underwriting class, Policy year, and the rider face amount. Cost of insurance rates for this rider generally will increase each year with the age of the other insured. The cost of insurance rates shown in the table may not be representative of the charges you will pay. The rider will indicate the maximum guaranteed rider charges applicable to your Policy. You can obtain more information about this rider by contacting your agent.

 

10

 


 

 

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge

Primary Insured Rider23

(without Extra Ratings)8

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 90

 

 

      Maximum Charge24

 

$18.46 per $1,000 of rider face amount per month

$14.91 per $1,000 of rider face amount per month

      Minimum Charge10

 

$0.06 per $1,000 of rider face amount per month

$0.05 per $1,000 of rider face amount per month

      Charge for a male insured, issue age 35, in the ultimate select non-tobacco use class in Policy year 6

 

$0.19 per $1,000 of rider face amount per month

$0.14 per $1,000 of rider face amount per month

Primary Insured Plus Rider23

(without Extra Ratings)8

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 85

 

 

      Maximum Charge

 

$13.54 per $1,000 of rider face amount per month25

$10.93 per $1,000 of rider face amount per month26

      Minimum Charge

 

$0.08 per $1,000 of rider face amount per month27

$0.04 per $1,000 of rider face amount per month28

      Charge for a male insured, issue age 35, in the ultimate select non-tobacco use class in Policy year 6

 

$0.19 per $1,000 of rider face amount per month

$0.08 per $1,000 of rider face amount per month

 

For information concerning compensation paid for the sale of the Policy, see “Sale of the Policies.”

 

_________________________

24 This maximum charge is based on an insured with the following characteristics: male, age 70 at issue, standard tobacco use class and in the 15th Policy year. This maximum charge may also apply to insureds with other characteristics.

25 This maximum charge is based on an insured with the following characteristics: male, age 75 at issue, standard tobacco use class and in the 10th Policy year. This maximum charge may also apply to insureds with other characteristics.

26 This maximum charge is based on an insured with the following characteristics: male, age 70 at issue standard tobacco underwriting class and in the 20th Policy year. This maximum charge may also apply to insureds with other characteristics.

27 This minimum charge is based on an insured with the following characteristics: female, age 18 at issue, non-tobacco use class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

28 This minimum charge is based on an insured with the following characteristics: female, age 29 at issue, ultimate select non-tobacco use class and first Policy year. This minimum charge may also apply to insureds with other characteristics.

 

11

 

 


Range of Expenses for the Portfolios1, 2

 

                The next table shows the lowest and highest total operating expenses charged by the portfolios during the fiscal year ended December 31, 2006. Expenses of the portfolios may be higher or lower in the future. More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

 

 

Lowest

Highest

Total Annual Portfolio Operating Expenses (total of all expenses that are deducted from portfolio assets, including management fees, 12b-1 fees, and other expenses)

0.10%

1.67%

Net Annual Portfolio Operating Expenses (total of all expenses that are deducted from portfolio assets, including management fees, 12b-1 fees, and other expenses, after contractual waiver of fees and expenses)3

 

0.10%

 

1.63%

 

1 The portfolio expenses used to prepare this table were provided to Western Reserve by the funds. Western Reserve has not independently verified such information. The expenses shown are those incurred for the year ended December 31, 2006. Current or future expenses may be greater or less than those shown.

2 The table showing the range of expenses for the portfolios takes into account the expenses of several Series Fund asset allocation portfolios that are “fund of funds.” A “fund of funds” portfolio typically allocates its assets, within predetermined percentage ranges, among certain other Series Fund portfolios and certain portfolios of the Transamerica IDEX Mutual Funds (each such portfolio is an “Acquired Fund”). Each “fund of funds” has its own set of operating expenses, as does each of the portfolios in which it invests. In determining the range of portfolio expenses, Western Reserve took into account the information received from the Series Fund on the combined actual expenses for each of the “fund of funds” and for the portfolios in which it invests. (The combined expense information includes the pro rata portion of the fees and expenses incurred indirectly by a Series Fund asset allocation portfolio as a result of its investment in shares of one or more Acquired Funds.) See the prospectus for the Series Fund for a presentation of the applicable Acquired Fund fees and expenses.

3The range of Net Annual Portfolio Operating Expenses takes into account contractual arrangements for 5 portfolios that require a portfolio’s investment adviser to reimburse or waive portfolio expenses until April 30, 2008.

 

Western Reserve, the Separate Account, the Fixed Account and the Portfolios

 

Western Reserve

 

Western Reserve Life Assurance Co. of Ohio located at 570 Carillon Parkway, St. Petersburg, Florida 33716 is the insurance company issuing the Policy. We are obligated to pay all benefits under the Policy.

 

The Separate Account

 

The separate account is a separate account of Western Reserve, established under Ohio law. We own the assets in the separate account and we may use assets in the separate account to support other variable life insurance policies we issue. The separate account is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

The separate account is divided into subaccounts, each of which invests in shares of a specific portfolio of a fund. These subaccounts buy and sell portfolio shares at net asset value without any sales charge. Any dividends and distributions from a portfolio are reinvested at net asset value in shares of that portfolio.

 

Income, gains, and losses credited to, or charged against, a subaccount of the separate account reflect the subaccount's own investment experience and not the investment experience of our other assets. The separate account's assets may not be used to pay any of our liabilities other than those arising from the Policies and other variable life insurance policies we issue. If the separate account's assets exceed the required reserves and other liabilities, we may transfer the excess to our general account.

 

Changes to the Separate Account. As permitted by applicable law, we reserve the right to make certain changes to the structure and operation of the separate account, including, among others, the right to:

 

Remove, combine, or add subaccounts and make the new or combined subaccounts available to you at our discretion;

Substitute shares of another registered open-end management company, which may have different fees and expenses, for shares of a subaccount at our discretion;

 

 

12

 


 

 

Close subaccounts to allocations of new premiums by existing or new Policyowners at any time in our discretion;

Transfer assets supporting the Policies from one subaccount to another or from the separate account to another separate account;

Combine the separate account with other separate accounts, and/or create new separate accounts;

Deregister the separate account under the 1940 Act, or operate the separate account as a management investment company under the 1940 Act, or as any other form permitted by law; and

Modify the provisions of the Policy to reflect changes to the subaccounts and the separate account and to comply with applicable law.

 

Some, but not all, of these future changes may be the result of changes in applicable laws or interpretation of the law.

 

The portfolios, which sell their shares to the subaccounts, may discontinue offering their shares to the subaccounts. We will not make any such changes without receiving any necessary approval of the SEC and applicable state insurance departments. We will notify you of any changes. We reserve the right to make other structural and operational changes affecting the separate account.

 

The Fixed Account

 

The fixed account is part of Western Reserve's general account. We use general account assets to support our insurance and annuity obligations other than those funded by separate accounts. Subject to applicable law, Western Reserve has sole discretion over the investment of the fixed account's assets. Western Reserve bears the full investment risk for all amounts contributed to the fixed account. Western Reserve guarantees that the amounts allocated to the fixed account will be credited interest daily at an annual net effective interest rate of at least 4.0%. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion. We have no formula for determining fixed account interest rates in excess of the guaranteed rate nor any duration for such rates.

 

Money you place in the fixed account will begin earning interest compounded daily at the current interest rate in effect at the time of your allocation. We may declare current interest rates from time to time. We may declare more than one interest rate for different money based upon the date of allocation or transfer to the fixed account. When we declare a current interest rate higher than the guaranteed rate on amounts allocated to the fixed account, we guarantee the higher rate on those amounts for at least one year (the "guarantee period") unless those amounts are transferred to the loan reserve. At the end of the guarantee period we may declare a new current interest rate on those amounts and any accrued interest thereon. We will guarantee this new current interest rate for another guarantee period. We credit interest greater than 4.0% during any guarantee period at our sole discretion. You bear the risk that interest we credit will not exceed 4.0%.

 

We allocate amounts from the fixed account for cash withdrawals, transfers to the subaccounts, or monthly deduction charges on a first in, first out basis ("FIFO") for the purpose of crediting interest.

 

New Jersey: The fixed account is not available to you if your Policy was issued in the State of New Jersey. You may not direct or transfer any premium payments or cash value to the fixed account. The fixed account is used solely for Policy loans.

 

The fixed account has not been registered with the Securities and Exchange Commission and the staff of the Securities and Exchange Commission has not reviewed the disclosure in this prospectus relating to the fixed account.

 

The Portfolios

 

The separate account invests in shares of the portfolios of a fund. Each portfolio is an investment division of a fund, which is an open-end management investment company registered with the SEC. Such registration does not involve supervision of the management or investment practices or policies of the portfolios by the SEC.

 

 

13

 

 


               Each portfolio's assets are held separate from the assets of the other portfolios, and each portfolio has investment objectives and policies that are different from those of the other portfolios. Thus, each portfolio operates as a separate investment fund, and the income or loss of one portfolio has no effect on the investment performance of any other portfolio. Pending any required approval by a state insurance regulatory authority, certain subaccounts and corresponding portfolios may not be available to residents of some states.

 

Each portfolio's investment objective(s) and policies are summarized below. There is no assurance that any of the portfolios will achieve its stated objective(s). Certain portfolios may have investment objectives and policies similar to other portfolios that are managed by the same investment adviser or sub-adviser. The investment results of the portfolios, however, may be higher or lower than those of such other portfolios. We do not guarantee or make any representation that the investment results of the portfolios will be comparable to any other portfolio, even those with the same investment adviser or manager.

 

You can find more detailed information about the portfolios, including a description of risks, in the fund prospectuses. You may obtain a free copy of the fund prospectuses by contacting us at 1-800-851-9777 or visiting our website at www.westernreserve.com. You should read the fund prospectuses carefully.

 

 

Portfo io

Sub-Adviser or Adviser and

Investment Objective

Munder Net50

Munder Capital Management

Seeks long-term capital appreciation.

Van Kampen Mid-Cap Growth

Van Kampen Asset Management Inc.

Seeks capital appreciation.

T. Rowe Price Small Cap

T. Rowe Price Associates, Inc.

Seeks long-term growth of capital by investing primarily in common stocks of small growth companies.

Third Avenue Value

Third Avenue Management LLC

Seeks long-term capital appreciation.

MFS International Equity

MFS® Investment Management

Seeks capital growth.

Templeton Transamerica Global

Templeton Investment Counsel, LLC

Transamerica Investment Management, LLC

Seeks long-term growth of capital.

Transamerica Science & Technology

Transamerica Investment Management, LLC

Seeks long-term growth of capital.

Marsico Growth

Banc of America Capital Management, LLC

Seeks long-term growth of capital.

Legg Mason Partners All Cap

ClearBridge Advistors, LLC

Seeks capital appreciation.

T. Rowe Price Equity Income

T. Rowe Price Associates, Inc.

Seeks to provide substantial dividend income as well as long-term growth of capital by primarily investing in the dividend-paying common stocks of established companies.

 

14

 


 

 

Portfo io

Sub-Adviser or Adviser and

Investment Objective

Transamerica Value Balanced

Transamerica Investment Management, LLC

Seeks preservation of capital and competitive investment returns.

Clarion Global Real Estate Securities

ING Clarion Real Estate Securities

Seeks long-term total return from investments primarily in equity securities of real estate companies that are economically tied to at least three different countries, including the United States. Total return will consist of realized and unrealized capital gains and losses plus income.

Federated Market Opportunity

Federated Equity Management Company of

Pennsylvania

Seeks total return by investing in securities that have defensive characteristics.

JPMorgan Core Bond

JPMorgan Investment Advisors Inc.

Seeks the highest possible current income within the confines of the primary goal of insuring the protection of capital.

Transamerica Money Market

Transamerica Investment Management, LLC

Seeks to provide maximum current income consistent with preservation of principal and maintenance of liquidity.

Asset Allocation – Conservative Portfolio*

Transamerica Fund Advisors, Inc.

Seeks current income and preservation of capital.

 

Portfolio Construction Consultant:

Morningstar Associates, LLC

Asset Allocation – Moderate Portfolio*

Transamerica Fund Advisors, Inc.

Seeks capital appreciation.

 

Portfolio Construction Consultant:

Morningstar Associates, LLC

Asset Allocation – Moderate Growth

Portfolio*

Transamerica Fund Advisors, Inc.

Seeks capital appreciation.

 

Portfolio Construction Consultant:

Morningstar Associates, LLC

Asset Allocation – Growth Portfolio*

Transamerica Fund Advisors, Inc.

Seeks capital appreciation and current income.

 

Portfolio Construction Consultant:

Morningstar Associates, LLC

 

15

 


 

Portfo io

Sub-Adviser or Adviser and

Investment Objective

Transamerica Convertible Securities

Transamerica Investment Management, LLC

Seeks maximum total return through a combination of current income and capital appreciation.

PIMCO Total Return

Pacific Investment Management Company, LLC

Seeks maximum total return consistent with preservation of capital and prudent investment management.

Transamerica Equity

Transamerica Investment Management, LLC

Seeks to maximize long-term growth.

JPMorgan Mid Cap Value**

J.P. Morgan Investment Management Inc.

Seeks growth from capital appreciation.

BlackRock Large Cap Value

BlackRock Investment Management, LLC

Seeks long-term capital growth to achieve superior long-term performance with below average volatility relative to the Russell 1000 Value Index.

Transamerica Balanced

Transamerica Investment Management, LLC

Seeks to achieve long-term capital growth and current income with a secondary objective of capital preservation, by balancing investments among stocks, bonds, and cash or cash equivalents.

Transamerica Growth Opportunities

Transamerica Investment Management, LLC

Seeks to maximize long-term growth.

International Moderate Growth Fund

Morningstar Associates, LLC

Seeks capital appreciation with current income as a secondary objective.

Fidelity VIP Equity-Income Portfolio –

Service Class 2 Shares***

Fidelity Management & Research Company

Seeks reasonable income. The portfolio will also consider the potential for capital appreciation. The portfolio’s goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500SM Index.

 

Fidelity VIP Contrafund Portfolio –

Service Class 2 Shares***

Fidelity Management & Research Company

Seeks long-term capital appreciation.

Fidelity VIP Growth Opportunities

Portfolio – Service Class 2 Shares ***

Fidelity Management & Research Company

Seeks to provide capital growth.

 

16

 


 

Portfo io

Sub-Adviser or Adviser and

Investment Objective

ProFund VP Bull ****

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 Index.

ProFund VP OTC ****

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the NASDAQ-100 Index.

ProFund VP Small-Cap ****

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Russell 2000 Index.

ProFund VP Short Small-Cap ****

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the Russell 2000 Index.

ProFund VP Money Market ****

ProFund Advisors LLC

Seeks a high level of current income consistent with liquidity and preservation of capital.

* Each asset allocation portfolio invests in a combination of underlying Series Fund and Transamerica IDEX Mutual Funds portfolios.

** This portfolio no longer accepts new investments from current or prospective investors. If you surrender all of your money from this portfolio, you may not reinvest in this portfolio.

*** Effective May 1, 2003, this portfolio was no longer available for sale to new investors.

**** The ProFunds VP portfolios permit frequent transfers. Frequent transfers may increase portfolio turnover. A high level of portfolio turnover may negatively impact performance by increasing transaction costs. In addition, large movements of assets into and out of a ProFunds VP portfolio may negatively impact a fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. See “Disruptive Trading and Market Timing.” Some ProFunds VP portfolios may use investment techniques not associated with most mutual fund portfolios. Investors in the ProFunds VP portfolios will bear additional investment risks. See the ProFunds VP prospectus for a description of the investment objectives and risks associated with investing in the ProFunds VP portfolios.

 

Transamerica Fund Advisors, Inc. ("Transamerica Advisors"), located at 570 Carillon Parkway, St. Petersburg, Florida 33716, is directly owned by Western Reserve (77%) and AUSA Holding Company (23%), and serves as investment adviser to the Series Fund and manages the Series Fund in accordance with policies and guidelines established by the Series Fund's Board of Directors. For certain portfolios, Transamerica Advisors has engaged investment sub-advisers to provide portfolio management services. Transamerica Advisors and each investment sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the Series Fund prospectuses for more information regarding Transamerica Advisors and the investment sub-advisers.

 

Fidelity Management & Research Company (“FMR”), located at 82 Devonshire Street, Boston, Massachusetts 02109, serves as investment adviser to the Fidelity VIP Fund and manages the Fidelity VIP Fund in accordance with policies and guidelines established by the Fidelity VIP Fund’s Board of Trustees. For certain portfolios, FMR has engaged investment sub-advisers to provide portfolio management services with regard to foreign investments. FMR and each sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the Fidelity VIP Fund prospectuses for more information regarding FMR and the investment sub-advisers.

 

17

 


 

Morningstar Associates, LLC ("Morningstar"), located at 225 West Wacker Drive, Chicago, Illinois 60606, serves as a "consultant" to Transamerica Advisors for investment model creation and maintenance to the Asset Allocation – Conservative Portfolio, Asset Allocation – Moderate Portfolio, Asset Allocation – Moderate Growth Portfolio and Asset Allocation – Growth Portfolio of the Series Fund. Morningstar will be paid an annual fee for its services. See the Series Fund prospectuses for more information regarding Morningstar.

 

ProFund Advisors LLC (“ProFund Advisors”), located at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, serves as the investment advisor and provides management services to all of the ProFunds VP portfolios. ProFund Advisors oversees the investment and reinvestment of the assets in each ProFunds VP portfolio in accordance with policies and guidelines established by the ProFunds’ Board of Trustees. ProFund Advisors is a registered investment adviser under the Investment Advisers Act of 1940, as amended. See the ProFunds VP prospectus for more information regarding ProFund Advisors.

Selection of Underlying Portfolios

The underlying portfolios offered through this product are selected by Western Reserve, and Western Reserve 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 portfolio or its service providers (e.g., the investment adviser or sub-advisers) or its affiliates will make payments to us or our affiliates in connection with certain administrative, marketing, and support services that would otherwise be provided by the portfolio or its service providers, or whether affiliates of the portfolio can provide marketing and distribution support for sales of the Policies. (For additional information on these arrangements, see “Revenue We Receive.”) We review the portfolios periodically and may remove a portfolio, or limit its availability to new premiums and/or transfers of cash value if we determine that a portfolio no longer satisfies one or more of the selection criteria, and/or if the portfolio has not attracted significant allocations from policyowners. We have included the Series Fund portfolios at least in part because they are managed by Transamerica Fund Advisors, Inc., our directly owned subsidiary.

 

You are responsible for choosing the 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 portfolios that is available to you, including each fund's prospectus, statement of additional information and annual and semi/annual reports. Other sources such as newspapers and financial and other magazines provide more current information, including information about any regulatory actions or investigations relating to a fund or portfolio. After you select 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 portfolios you have chosen.

 

 

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

 

Addition, Deletion, or Substitution of Portfolios

 

We do not guarantee that each portfolio will always be available for investment through the Policy. We reserve the right, subject to compliance with applicable law, to add new portfolios or portfolio classes, close existing portfolios or portfolio classes, or substitute portfolio shares that are held by any subaccount for shares of a different portfolio. New or substitute portfolios may have different fees and expenses and their availability may be limited to certain classes of purchasers. We will not add, delete or substitute any shares attributable to your interest in a subaccount without notice to you and prior approval of the SEC, to the extent required by the 1940 Act or other applicable law. We may also decide to purchase securities from other portfolios for the separate account. We reserve the right to transfer separate account assets to another separate account that we determine to be associated with the class of contracts to which the Policy belongs.

 

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Your Right to Vote Portfolio Shares

 

Even though we are the legal owner of the portfolio shares held in the subaccounts, and have the right to vote on all matters submitted to shareholders of the portfolios, we will vote our shares only as policyowners instruct, so long as such action is required by law.

 

Before a vote of a portfolio's shareholders occurs, you will receive voting materials from us. We will ask you to instruct us on how to vote and to return your proxy to us in a timely manner. You will have the right to instruct us on the number of portfolio shares that corresponds to the amount of cash value you have in that portfolio (as of a date set by the portfolio).

 

If we do not receive voting instructions on time from some policyowners, we will vote those shares in the same proportion as the timely voting instructions we receive. Therefore, because of proportional voting, a small number of policyowners may control the outcome of a vote. Should federal securities laws, regulations and interpretations change, we may elect to vote portfolio shares in our own right. If required by state insurance officials, or if permitted under federal regulation, we may disregard certain owner voting instructions. If we ever disregard voting instructions, we will send you a summary in the next annual report to policyowners advising you of the action and the reasons we took such action.

 

Charges and Deductions

 

This section describes the charges and deductions that we make under the Policy in consideration for: (1) the services and benefits we provide; (2) the costs and expenses we incur; and (3) the risks we assume. The fees and charges deducted under the Policy may result in a profit to us.

 

Services and benefits we provide under the Policy:

the death benefit, cash and loan benefits;

investment options, including premium allocations;

 

administration of elective options; and

 

the distribution of reports to owners.

 

 

 

Costs and expenses we incur:

costs associated with processing and underwriting applications;

 

expenses of issuing and administering the Policy (including any Policy riders);

 

overhead and other expenses for providing services and benefits and sales and marketing expenses, including compensation paid in connection with the sale of the Policies; and

 

other costs of doing business, such as collecting premiums, maintaining records, processing claims, effecting transactions, and paying federal, state and local premium and other taxes and fees.

 

 

 

Risks we assume:

that the charges we may deduct may be insufficient to meet our actual claims because insureds die sooner than we estimate; and

 

that the costs of providing the services and benefits under the Policies may exceed the charges we are allowed to deduct.

 

Some or all the charges we deduct are used to pay aggregate Policy costs and expenses we incur in providing the services and benefits under the Policy and assuming the risks associated with the Policy.

 

Premium Charges

 

 

Before we allocate the net premium payments you make, we will deduct the premium expense charge.

 

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The premium expense charge equals:

6.0% of premiums during the first ten Policy years; and

 

2.5% of premiums thereafter.

 

 

>

Some or all of the premium expense charges we deduct are used to pay the aggregate Policy costs and expenses we incur, including distribution costs and/or state premium taxes. Although state premium tax rates imposed on us vary from state to state, the premium expense charge deducted will not vary with the state of residence of the policyowner.

 

 

 

The premium collection charge equals:

$2.00 per premium payment.

 

We will not increase this charge.

 

Monthly Deduction

 

We take a monthly deduction from the cash value on the Policy date and on each Monthiversary. We deduct this charge from each subaccount and the fixed account in accordance with the current premium allocation instructions. If the value of any account is insufficient to pay that account’s portion of the monthly deduction, we will take the monthly deduction on a pro rata basis from all accounts (i.e., in the same proportion that the value in each subaccount and the fixed account bears to the total cash value on the Monthiversary). Because portions of the monthly deduction (such as cost of insurance) can vary monthly, the monthly deduction will also vary.

 

The monthly deduction is equal to:

the monthly Policy charge; plus

the monthly cost of insurance charge for the Policy; plus

 

the monthly charge for any benefits provided by riders attached to the Policy.

 

 

 

 

Monthly Policy Charge:

 

 

 

 

This charge currently equals $5.00 each Policy month.

 

We will not increase this charge.

 

This charge is used to cover aggregate Policy expenses.

 

 

 

 

Cost of Insurance Charge:

 

 

 

 

We deduct this charge each month. It varies each month and is determined as follows:

 

 

 

 

 

1.

divide the death benefit on the Monthiversary by 1.0032737 (this factor reduces the net amount at risk, for purposes of computing the cost of insurance, by taking into account assumed monthly earnings at an annual rate of 4.0%);

 

 

2.

subtract the cash value on the Monthiversary;

 

 

3.

multiply the appropriate monthly cost of insurance rate for the Policy.

 

 

 

 

Optional Insurance Riders:

 

 

 

 

The monthly deduction will include charges for any optional insurance benefits you add to your Policy by rider.

 

To determine the monthly cost of insurance rates we refer to a schedule of current cost of insurance rates using the insured's attained age, gender, underwriting class, and the length of time that the Policy has been in force. The factors that affect the net amount at risk for each segment of specified amount include the investment

 

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performance of the portfolios in which you invest, payment of premiums, the fees and charges deducted under the Policy, the death benefit option you chose, as well as any Policy transactions (such as loans, partial withdrawals, transfers, and changes in specified amount). The actual monthly cost of insurance rates are primarily based on our expectations as to future mortality experience and expenses. Monthly cost of insurance rates may be changed by us from time to time. The actual rates we charge will never be greater than the Table of Guaranteed Maximum Life Insurance Rates stated in your Policy. These guaranteed rates are based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“1980 C.S.O. Tables”) and the insured's attained age, gender, and rate class. For standard rate classes, these guaranteed rates will never be greater than the rates in the 1980 C.S.O. Tables.

 

We may issue certain Policies on a simplified or expedited basis. Cost of insurance rates charged for any Policies issued on a simplified or expedited basis may cause healthy individuals to pay higher cost of insurance rates than they would pay under a substantially similar Policy that we offer using different underwriting criteria.

 

Mortality and Expense Risk Charge

 

We deduct a daily charge from your Policy’s cash value in each subaccount that, together with other fees and charges, compensates us for services rendered, the expenses expected to be incurred and the risks assumed. This charge is equal to:

 

your Policy's cash value in each subaccount multiplied by

the daily pro rata portion of the annual mortality and expense risk charge rate of 0.90% (this annual rate is equal to 0.90% of the average daily net assets of each subaccount).

 

If this charge, combined with other Policy fees and charges, does not cover our total actual costs for services rendered and expenses incurred, we absorb the loss. Conversely, if these fees and charges more than cover actual costs, the excess is added to our surplus. We expect to profit from these charges.

 

Surrender Charge

 

If you surrender your Policy completely during the first 15 years, we deduct a surrender charge from your cash value and pay the remaining cash value (less any outstanding loan amount) to you. If you increase your specified amount, we deduct an additional surrender charge for the 15 years following the increase. There is no surrender charge if you wait until the end of the 15th Policy anniversary to surrender your Policy (assuming the specified amount has not been increased). The payment you receive is called the net surrender value. The formula we use reduces the surrender charge at older ages in compliance with state laws.

 

The surrender charge may be significant. You should evaluate this charge carefully before you consider a surrender. Under some circumstances the level of surrender charges might result in no net surrender value available if you surrender your Policy in the early Policy years. This will depend on a number of factors, but is more likely if:

 

you pay premiums equal to or not much higher than the minimum monthly guarantee premium shown in your Policy; and/or

investment performance is low.

 

The surrender charge is equal to:

the deferred issue charge; plus the deferred sales charge; multiplied by

the surrender charge percentage.

 

The deferred issue charge is $5.00 multiplied by each $1,000 of the initial specified amount stated in your Policy and any later increase in specified amount in effect at the time of surrender. This charge helps us recover the underwriting, processing and start-up expenses that we incur in connection with the Policy and the separate account, as well as other aggregate Policy expenses.

 

 

 

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The deferred sales charge equals:

 

26.5% multiplied by the total premiums paid up to the guideline premium shown in your Policy; plus

a percentage, which varies depending on the insured’s issue age and gender (see table below), multiplied by the total premiums paid in excess of the guideline premium (“excess premium charge”).

 

Issue Age Range

 

Male and

 

Excess Premium

Unisex*

Female

Charge

0-55

0-62

4.2%

56-63

63-69

3.7%

64-68

70-74

3.1%

69-73

75

2.5%

74-75

 

2.0%

 

* The reference to “unisex” is included for purposes of states which prohibit the use of actuarial tables that distinguish between males and females to determine premiums and policy benefits for policies issued on the lives of their residents.

 

The deferred sales charge helps us recover distribution expenses that we incur in connection with the Policy, including agent sales commissions and printing and advertising costs. The proceeds of this charge may not be sufficient to cover these expenses. To the extent they are not, Western Reserve will cover the shortfall from its general account assets, which may include profits from the mortality and expense risk charge under the Policy.

 

To determine the surrender charge, we apply the surrender charge percentage to the sum of the deferred issue charge and the deferred sales charge. In Policy years 1-10 this percentage is 100% for male insureds at issue ages 0-65 and female insureds at issue ages 0-70 and then declines at the rate of 20% per year until reaching zero at the end of the 15th Policy year. Percentages for the WRL Protector Plus ProgramSM are different than those shown below.

Surrender Charge Percentages

Males Issue Ages 0-65

Females Issue Ages 0-70

 

Surrender Charge

 

Percentage

 

End of Policy Year*

Percentage

At Issue

100%

1-10

100%

11

80%

12

60%

13

40%

14

20%

15

0%

16+

0%

 

* The percentage on any date other than a Policy anniversary will be determined proportionately using the percentage at the end of the Policy year prior to surrender and the percentage at the end of the Policy year of surrender.

 

For insureds with older issue ages, the surrender charge percentage is less than 100% at the end of the 10th Policy year and then declines to 0% at the end of the 15th Policy year. Therefore, the surrender charge will be less if you surrender the Policy during the 11th through the 15th Policy year. There is no surrender charge if the Policy is surrendered after the 15th Policy year unless you increase the specified amount. See Additional Surrender Charge on Increases below. A different surrender charge percentage schedule applies to Policies through the WRL Protector Plus ProgramSM. See WRL Protector Plus ProgramSM.

 

 

 

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Surrender Charge Example 1: Assume a male insured purchases the Policy at issue age 35 for $100,000 of specified amount, paying the guideline premium of $1,007, and an additional premium amount of $493 in excess of the guideline premium, for a total premium of $1,500 per year for four years ($6,000 total for four years), and then surrenders the Policy. The surrender charge would be calculated as follows:

 

(a)

Deferred issue charge: [100 x $5.00] ($5.00/$1,000 of initial specified amount)

=

$  500.00

 

 

 

 

(b)

Deferred sales charge:

 

(1)         26.5% of guideline premium paid [26.5% x $1,007], and

=

$266.86

 

 

 

 

(2)         4.2% of premiums paid in excess of guideline premium [4.2% x $4,993]

=

$209.71

 

 

 

 

(c)

Applicable surrender charge [(a)$500.00 + (b)($266.86 + $209.71)] x 100%

=

100%

 

 

 

 

Surrender charge = [$500.00 + $476.57] x 100%

=

$  976.57

 

 

Surrender Charge Example 2: Assume the same facts as in Example 1, including continued premium payments of $1,500 per year except the owner surrenders the Policy on the 14th Policy anniversary:

 

(a)

Deferred issue charge: [100 x $5.00]

=

$ 500.00

 

 

 

 

(b)

Deferred sales charge:

 

 

(1)         [26.5% x $1,007], and

=

$ 266.86

 

 

 

 

 

(2)         [4.2% x $19,993]

=

$ 839.71

 

 

 

 

(c)

Applicable surrender charge [(a)$500.00 + (b)($266.86 + $839.71)] x 20%

=

20%

 

 

 

 

 

Surrender charge = [$500.00 + $1,106.57] x 20%

=

$321.31

 

Additional Surrender Charge on Increases in Specified Amount. If you increase the specified amount and you surrender your Policy, we will deduct an additional surrender charge for the 15 Policy years following each increase. This charge is equal to:

 

$5.00 multiplied by each $1,000 of the specified amount increase; multiplied by

the applicable surrender charge shown in your Policy, with Policy years commencing on the date of each increase.

 

The surrender charge helps us recover distribution expenses that we incur in connection with the Policy, including agent sales commissions and printing and advertising costs.

 

Transfer Charge

 

We currently allow you to make 12 transfers each year free from charge.

Except as listed below, we charge $10 for each additional transfer.

For purposes of assessing the transfer charge, all transfers made in one day, regardless of the number of subaccounts affected by the transfer, is considered a single transfer.

We deduct the transfer charge from the amount being transferred.

Transfers due to loans or the exercise of conversion rights or due to reallocation of cash value immediately after the reallocation date, currently do not count as transfers for the purpose of assessing this charge.

Transfers via the Internet (currently not available with the ProFunds VP subaccounts) do not count as transfers for the purpose of assessing this charge.

Transfers between the ProFunds VP subaccounts do not count as transfers for the purpose of assessing this charge.

Transfers under dollar cost averaging and asset rebalancing do count as transfers for the purpose of assessing this charge.

 

 

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We will not increase this charge.

 

Loan Interest Spread

 

We charge you an annual interest rate on a Policy loan of 5.2% in advance (5.49% effective annual interest rate after rounding) on each Policy anniversary. We also currently credit the amount in the loan reserve account with an effective annual interest rate of 4.75% (4.0% minimum guaranteed). After offsetting the 4.75% interest we credit, the net cost of loans currently is 0.74% annually after rounding (1.49% maximum guaranteed). After the 10th Policy year, you will receive preferred loan credited rates on an amount equal to the cash value minus total premiums paid (less any cash withdrawals) and minus any outstanding loan amount. The current preferred loan interest rate credited is 5.49% effective annually, after rounding, and is not guaranteed.

 

For Policies issued before May 1, 1994, we charge you an annual interest rate of 7.4%. For the following states, the annual interest rate on a Policy loan is 7.4% for all Policies issued before, and 5.2% for all Policies issued on or after the dates indicated: Idaho – May 24, 1994; Montana – May 20, 1994; Rhode Island – May 19, 1994; Oregon – June 27, 1994; Minnesota – December 28, 1994; and Vermont – February 21, 1996.

 

Cash Withdrawal Charge

 

After the first Policy year, you may take one cash withdrawal per Policy year.

When you make a cash withdrawal, we charge a processing fee of $25 or 2% of the amount you withdraw, whichever is less.

We deduct this amount from the withdrawal, and we pay you the balance.

We will not increase this charge.

 

Taxes

 

We currently do not make any deductions for taxes from the separate account. We may do so in the future to the extent that such taxes are imposed by federal or state agencies.

 

Rider Charges

 

Terminal Illness Accelerated Death Benefit Rider. We do not assess an administrative charge for this rider; however, we do reduce the single sum benefit by a discount factor to compensate us for expected lost income as a result of early payment of the death benefit.

Children’s Insurance Rider. We assess a cost of insurance charge based on the rider face amount regardless of the number of children insured.

Accidental Death Benefit Rider. We assess a cost of insurance charge based on the insured’s attained age and rider face amount. Cost of insurance charges generally will increase each year with the age of the insured.

Other Insured Rider. We assess a cost of insurance charge based on each other insured’s issue age, gender, underwriting class, Policy year and the rider face amount. Cost of insurance charges generally will increase each year with the age of the insured.

Disability Waiver Rider. We assess a rider charge based on the primary insured’s issue age, gender and net amount at risk for the Policy, as well as a charge based on those riders that would be eligible to have monthly deductions waived.

Disability Waiver and Income Rider. The charge for this rider is based on the primary insured’s issue age, gender and the amount of monthly waiver of premium benefit that would be paid in the event of total disability, as defined in the rider.

Primary Insured Rider (“PIR”) and Primary Insured Rider Plus (“PIR Plus”). We assess a cost of insurance charge based on the insured’s issue age, gender, underwriting class, Policy year and the rider face amount. Cost of insurance charges generally will increase each year with the age of the insured.

 

 

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Portfolio Expenses

 

The portfolios deduct management fees and expenses from the amounts you have invested in the portfolios. Some portfolios also deduct 12b-1 fees from portfolio assets. These fees and expenses reduce the value of your portfolio shares. See the fund prospectuses for more detailed information about the funds.

Revenue We Receive

We (and our affiliates) may directly or indirectly receive payments from the portfolios, their advisers, sub-advisers, 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 (“AFSG”), 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 portfolios attributable to the Policies and to certain other variable insurance products that we and our affiliates issue.

 

Administrative, Marketing and Support Service Fees (“Service Fees”). The investment adviser, sub-adviser, administrators, and/or distributors (or affiliates thereof) of the portfolios may make payments to us and/or our affiliates, including TCI. These payments may be derived, in whole or in part, from the profits the investment adviser or sub-adviser receives from the advisory fee deducted from portfolio assets. Policyowners, through their indirect investment in the portfolios, bear the costs of those advisory fees (see the prospectuses for the funds for more information). The amount of the payments we receive is based on a percentage of the assets of the particular 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 chart below provides the maximum combined percentages of 12b-1 fees and Service Fees that we anticipate will be paid to us on an annual basis:

 

Incoming Payments to Western Reserve and TCI

Fund

Maximum Fee

% of assets*

Fund

Maximum Fee

% of assets*

Series Fund ***

0.00%

Fidelity Variable Insurance Products Fund

0.25%**

ProFunds VP

0.25%

 

 

* Payments are based on a percentage of the average assets of each 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.

**

We receive this percentage once $100 million in fund shares are held by the subaccounts of Western Reserve and its affiliates.

*** Because the Series Fund is managed by an affiliate, there are additional benefits to us and our affiliates for amounts you allocate to the Series Fund portfolios, in terms of our and our affiliates’ overall profitability. These additional benefits may be significant.

 

Other payments. We and our affiliates, including TCI, InterSecurities, Inc. (“ISI”), and World Group Securities (“WGS”), also directly or indirectly receive additional amounts or different percentages of assets under management from certain advisers and sub-advisers to the portfolios (or their affiliates) with regard to variable insurance products or mutual funds that are issued or managed by us and our affiliates. These payments may be derived in whole or in part, from the profits the investment adviser or sub-adviser receives from the advisory fee deducted from portfolio assets. Policyowners, through their indirect investment in the

 

25

 


 

portfolios, bear the costs of those advisory fees (see the prospectuses for the funds for more information). Certain advisers and sub-advisers of the underlying portfolios (or their affiliates) (1) may pay TCI amounts up to $75,000 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 that are attended by TCI’s wholesalers; (2) may pay ISI varying amounts to obtain access to ISI’s wholesaling and selling representatives; (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 portfolios and to cooperate with their promotional efforts; and (4) may reimburse our affiliated selling firms for exhibit booths and other items at national conferences of selling representatives. The amounts may be significant and provide the adviser or sub-adviser (or other affiliates) with increased access to us and to our affiliates involved in the distribution of the Policy.

 

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: T. Rowe Price Associates, Inc., American Century Investment Management, MFS Investment Management, Evergreen Investments, Marsico Capital Management, Transamerica Investment Management, Pacific Investment Management Company LLC, Van Kampen Investments, Janus Capital Management, Jennison Associates, Lehman Brothers/Neuberger Berman, Legg Manson, AIM Funds, Alliance Bernstein, Federated Funds, Fidelity Funds, ING Clarion and Merrill Lynch.

 

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

Proceeds from certain of these payments by the funds, the advisers, the sub-advisers and/or their affiliates may be profit to us, and may be used for any corporate purpose, including payment of expenses (i) that we and our affiliates incur in promoting, issuing, marketing and administering the Policies; and (ii) that we incur, in our role as intermediary, in promoting, marketing and administering the fund portfolios.

 

For further details about the compensation payments we make in connection with the sale of the Policies, see "Sale of the Policies" in this prospectus.

 

Our affiliate, AFSG Securities Corporation (“AFSG”), the principal underwriter for the Policies, will receive the 12b-1 fees of 0.25% of average daily assets of the Fidelity VIP Fund portfolios for providing shareholder support services to the Fidelity VIP Fund portfolios. In addition, we and our affiliates, including the principal underwriter for the Policies, may receive compensation related to separate account operations from the investment advisers, administrators, and/or distributors (and an affiliate thereof) of the portfolios in connection with administrative or other services and cost savings experienced by the investment advisers, administrators or distributors. It is anticipated that such compensation may range up to 0.40% of the value of the assets of the particular portfolios attributable to the Policy. Some advisers, administrators, distributors or portfolios may pay us (and our affiliates) more than others.

 

The Policy

 

The Policy is subject to the insurance laws and regulations of each state or jurisdiction in which it is available for distribution. There may be differences between the Policy issued and the general Policy description contained in this prospectus because of requirements of the state where your Policy is issued. Some of the state specific differences are included in the prospectus, but this prospectus does not include references to all state specific differences. All state specific Policy features will be described in your Policy.

 

Ownership Rights

 

The Policy belongs to the owner named in the application. The owner may exercise all of the rights and options described in the Policy. The owner is the insured unless the application specifies a different person as the insured. If the owner dies before the insured and no contingent owner is named, then ownership of the Policy will pass to the owner's estate. The principal rights an owner may exercise are:

 

 

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to designate or change beneficiaries before the death of the insured;

to receive amounts payable before the death of the insured;

to assign the Policy (if you assign the Policy, your rights and the rights of anyone who is to receive payment under the Policy are subject to the terms of that assignment)

to change the owner of this Policy; and

to change the specified amount of this Policy.

 

No designation or change in designation of an owner will take effect unless we receive written request thereof. When received, the request will take effect as of the date we receive it, subject to payment or other action taken by us before it was received.

 

Modifying the Policy

 

Any modifications or waiver of any rights or requirements under the Policy must be in writing and signed by our president or secretary. No agent may bind us by making any promise not contained in this Policy.

 

Upon notice to you, we may modify the Policy:

 

to make the Policy or the separate account comply with any law or regulation issued by a governmental agency to which we are subject; or

to assure continued qualification of the Policy as a life insurance contract under the Internal Revenue Code or to meet applicable requirements of federal or state laws relating to variable life policies; or

to reflect a change in the operation of the separate account; or

to provide additional subaccounts and/or fixed account options.

 

Purchasing a Policy

 

To purchase a Policy, you must submit a completed application and an initial premium to us through any licensed life insurance agent who is also a registered representative of a broker-dealer having a selling agreement with TCI, the principal underwriter for the Policy, and us.

 

You select the specified amount of insurance coverage for your Policy within the following limits. Our current minimum specified amount for a Policy for issue ages 0-45 is generally $50,000. It declines to $25,000 for issue ages 46-75.

 

We will generally only issue a Policy to you if you provide sufficient evidence that the insured meets our insurability standards. Your application is subject to our underwriting rules, and we may reject any application for any reason permitted by law. We will not issue a Policy to you if the insured is over age 75. The insured must be insurable and acceptable to us under our underwriting rules on the later of:

 

the date of your application; or

the date the insured completes all of the medical tests and examinations that we require.

 

Tax-Free "Section 1035" Exchanges

 

You can generally exchange one life insurance policy for another covering the same insured in a "tax-free exchange" under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both life insurance policies carefully. Remember that if you exchange another life insurance policy for the one described in this prospectus, you might have to pay a surrender charge on your old policy, other charges may be higher (or lower) and the benefits may be different. If the exchange does not qualify for Section 1035 treatment, or if your current policy is subject to a policy loan, you may also have to pay federal income tax on the exchange. You should not exchange another life insurance policy 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 selling you the Policy (that person will generally earn a commission if you buy this Policy through an exchange or otherwise).

 

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When Insurance Coverage Takes Effect

 

Insurance coverage under the Policy will take effect only if all of the following conditions have been met: (1) the first full premium must be received by the Company; (2) during the lifetime of every proposed insured, the proposed owner must have personally received and accepted the Policy which was applied for and all answers on the application must be true and correct on the date such Policy is received and accepted; and (3) on the date of the later of either (1) or (2) above, all of the statements and answers given in the application must be true and complete, and there must have been no change in the insurability of any proposed insured.

 

Conditional Insurance Coverage. If you pay the full initial premium listed in the conditional receipt attached to the application, and we deliver the conditional receipt to you, the insured will have conditional insurance coverage under the terms of the conditional receipt. The conditional insurance coverage may vary by state and/or underwriting class. Because we do not accept initial premiums in advance for Policies with a specified amount in excess of $1,000,000, we do not offer conditional insurance coverage for Policies issued with a specified amount in excess of $1,000,000. Conditional insurance coverage is void if the check or draft you gave us to pay the initial premium is not honored when we first present it for payment.

 

The aggregate amount of conditional insurance coverage, if any, is the lesser of:

the amounts applied for under all conditional receipts issued by us; or

 

$500,000 of life insurance.

 

 

 

Subject to the conditions and limitations of the conditional receipt, conditional insurance under the terms of the Policy applied for may become effective as of the later of:

the date of application;

the date of the last medical examination, test, and other screenings required by us, if any (the “Effective Date”). Such conditional insurance will take effect as of the Effective Date, so long as all of the following requirements are met:

 

 

1.

Each person proposed to be insured is found to have been insurable as of the Effective Date, exactly as applied for in accordance with our underwriting rules and standards, without any modifications as to plan, amount, or premium rate;

 

 

2.

As of the Effective Date, all statements and answers given in the application must be true;

 

 

 

3.

The payment made with the application must not be less than the full initial premium for the mode of payment chosen in the application and must be received at our mailing office within the lifetime of the proposed insured;

 

 

 

4.

All medical examinations, tests, and other screenings required of the proposed insured by us are completed and the results received at our mailing office within 60 days of the date the application was signed; and

 

 

 

5.

All parts of the application, any supplemental application, questionnaires, addendum and/or amendment to the application are signed and received at our mailing office.

 

 

 

 

 

Any conditional life insurance coverage terminates on the earliest of:

a.

60 days from the date the application was signed;

 

 

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b.

the date we either mail notice to the applicant of the rejection of the application and/or mail a refund of any amounts paid with the application;

 

c.

when the insurance applied for goes into effect under the terms of the Policy applied for; or

 

d.

the date we offer to provide insurance on terms that differ from the insurance for which you have applied.

 

 

 

Special limitations of the conditional receipt:

the conditional receipt is not valid unless:

 

 

>

all blanks in the conditional receipt are completed; and

 

 

>

the Receipt is signed by an agent or authorized Company representative.

 

 

 

 

Other limitations:

 

 

There is no conditional receipt coverage for riders or any additional benefits, if any, for which you may have applied.

 

If one or more of the Receipt’s conditions have not been met exactly, or if a proposed insured dies by suicide, we will not be liable except to return any payment made with the application.

 

If we do not approve and accept the application within 60 days of the date you signed the application, the application will be deemed to be rejected by us and there will be no conditional insurance coverage. In that case, Western Reserve’s liability will be limited to returning any payment(s) you have made upon return of this Receipt to us.

                

Full Insurance Coverage and Allocation of Initial Premium. Once we determine that the insured meets our underwriting requirements and you have paid the initial premium, full insurance coverage will begin and we will begin to take the monthly deductions from your net premium. This date is the Policy date. On the Policy date, we will allocate your initial net premium, minus monthly deductions, to the WRL Transamerica Money Market subaccount. On the record date, which is the date we record your Policy on our books as an in force Policy, we will allocate our cash value from the WRL Transamerica Money Market subaccount to the accounts you elect on our application.

 

On any day we credit net premiums or transfer cash value to a subaccount, we will convert the dollar amount of the net premium (or transfer) into subaccount units at the unit value for that subaccount, determined at the end of the day on which we receive the premium or transaction request at our mailing office. We will credit amounts to the subaccounts only on a valuation date, that is, on a date the New York Stock Exchange ("NYSE") is open for trading.

 

Canceling a Policy

 

You may cancel a Policy for a refund during the "free-look period" by returning it, with a written request to cancel the Policy, to our administrative or mailing office, to one of our branch offices or to the registered representative who sold you the Policy. The free-look period expires 10 days after you receive the Policy. In some states you may have more than 10 days. If you decide to cancel the Policy during the free-look period, we will treat the Policy as if it had never been issued. We will pay the refund within seven days after we receive the returned Policy at our administrative or mailing office. The amount of the refund will be:

 

any charges and taxes we deduct from your premiums; plus

any monthly deductions or other charges we deducted from amounts you allocated to the subaccounts and the fixed account; plus

 

 

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your cash value in the subaccounts and the fixed account on the date we (or our agent) receive the returned Policy at our administrative or mailing office.

 

Some states may require us to refund all of the premiums you paid for the Policy. In addition, some states may require us to allocate premium according to a policyowner’s instructions during the “free-look period.”

 

Group or Sponsored Policies

 

We issue a different Policy for group or sponsored arrangements (“Group/Sponsored Policies”). Under Group/Sponsored Policies, a trustee or employer purchases individual policies covering a group of individuals on a group basis (e.g., section 401 employer-sponsored benefit plans and deferred compensation plans). A sponsored arrangement is where an employer permits a group solicitation of Policies to its employees or an association permits a group solicitation of Policies to its members.

 

We have certain criteria to issue Group/Sponsored Policies. Generally, a group or sponsored arrangement must be a specific size and must have been in operation for a number of years. We may reduce certain charges, such as premium expense charges, surrender charge, limits on minimum premium and minimum specified amount, or monthly Policy charge, for these Policies. In some cases, we currently waive the monthly Policy charge and reduce the surrender charge. The amount of the reduction and the criteria for Group/Sponsored Policies will reflect the reduced sales effort resulting from these sales. Groups or sponsored arrangements which have been set up solely to purchase Group/Sponsored Policies or which have been in existence for less than six months will not qualify. Group/Sponsored Policies may not be available in all states. Group/Sponsored Policies may be subject to special tax rules and consequences and other legal restrictions.

 

Insurance policies where the benefits vary based on gender may not be used to fund certain employer-sponsored benefit plans and fringe benefit programs. Employers should consult tax attorneys before proposing to offer Group/Sponsored Policies.

 

Associate Policies

 

We offer an Associate Policy to certain employees, field associates, directors and their relatives. An Associate Policy may have reduced or waived premium expense charges, surrender charges, cost of insurance rates, limits on minimum premium and minimum specified amount, or monthly Policy charge. The Associate Policy is available to:

 

our current and retired directors, officers, full-time employees and registered representatives, and those of our affiliates; current and retired directors, officers, full-time employees and registered representatives of TCI and any broker-dealer with which they have a sales agreement;

any trust, pension, profit-sharing or other employee benefit plan of the foregoing persons or entities;

current and retired directors, officers, and full-time employees of the AEGON/Transamerica Series Trust, the Transamerica IDEX Mutual Funds, and any investment adviser or sub-adviser thereto; and

any immediate family member of the above.

 

We may modify or terminate this arrangement. Associate Policies may not be available in all states.

 

WRL Protector Plus ProgramSM

 

A WRL Protector Plus ProgramSM Policy differs from a standard Policy in the following ways:

 

the initial premium must be at least $10,000, and at least 90% of the maximum allowable premium;

our administrative and distribution expenses are lower, so we do not assess any premium expense charges;

the underwriting process is shorter and simpler;

the cost of insurance charges may be different;

most WRL Protector Plus ProgramSM Policies will be treated as modified endowment contracts; and

for Policies issued on and after May 1, 1996, the surrender charge percentage applies for a shorter time (see below).

 

 

 

 

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Surrender Charge Percentage

 

End of Policy Year*

Percentage

At Issue

100%

1-5

100%

6

80%

7

60%

8

40%

9

0

* The percentage on any date other than a Policy anniversary will be determined proportionately

 

using the percentage at the end of the Policy year prior to surrender and the percentage at the end

 

of the Policy year of surrender.

 

The minimum possible specified amount at issue is the amount that a $10,000 premium will purchase based on the insured’s age, gender and rate class, and certain federal tax law guidelines. For a larger premium there will be a larger minimum specified amount. The maximum specified amount depends on the size of the initial premium payment, and is approximately 111% of the lowest possible specified amount for that premium. Due to federal tax laws, the amount of additional premium payments you make may be limited. There are no planned periodic premiums.

 

Policy Features

 

Premiums

 

Allocating Premiums

 

You must instruct us on how to allocate your net premium among the subaccounts and the fixed account. The fixed account may not be available in all states to direct or transfer money into. You must follow these guidelines:

 

allocation percentages must be in whole numbers;

if you select dollar cost averaging, we may require you to have a minimum of $10,000 in each subaccount from which we will make transfers and you may be required to transfer at least a total of $1,000 ($500 for New Jersey residents) monthly; and

if you select asset rebalancing, the cash value of your Policy, if an existing Policy, or your minimum initial premium, if a new Policy, must be at least $10,000

 

               Currently, you may change the allocation instructions for additional premium payments without charge at any time by writing us or calling us at our administrative office at 1-800-851-9777, Monday – Friday, between the hours of 8:30 a.m. - 7:00 p.m. Eastern time. The change will be effective as of the valuation date on which we receive the change at our mailing office. Upon instructions from you, the registered representative/agent of record for your Policy may also change your allocation instructions for you. The minimum amount you can allocate to a particular subaccount is 10% of a net premium payment. We reserve the right to limit the number of premium allocation changes to one per Policy year quarter.

 

                Whenever you direct money into a subaccount, we will credit your Policy with the number of units for that subaccount that can be bought for the dollar payment. Premium payments received at our mailing office before the NYSE closes are priced using the unit value determined at the closing of the regular business session of the NYSE (usually at 4:00 p.m. Eastern time). If we receive a premium payment at our mailing office after the NYSE closes, we will process the order using the subaccount unit value determined at the close of the next regular session of the NYSE. We will credit amounts to the subaccounts only on a valuation date, that is, on a date the NYSE is open for trading. Your cash value will vary with the investment experience of the subaccounts in which you invest. You bear the investment risk for amounts you allocate to the subaccounts.

 

               You should periodically review how your cash value is allocated among the subaccounts and the fixed account because market conditions and your overall financial objectives may change.

 

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Premium Flexibility

 

You generally have flexibility to determine the frequency and the amount of the premiums you pay. Unlike conventional insurance policies, you do not have to pay your premiums according to a rigid and inflexible premium schedule. Before we issue the Policy to you, we may require you to pay a premium at least equal to a minimum monthly guarantee premium set forth in your Policy. Thereafter (subject to the limitations described below), you may make unscheduled premium payments at any time and in any amount over $50. Under some circumstances, you may be required to pay extra premiums to prevent a lapse. Your minimum monthly guarantee premium may change if you request a change in your Policy. If this happens, we will notify you of the new minimum monthly guarantee premium. See Minimum Monthly Guarantee Premium below.

 

Planned Periodic Payments

 

You will determine a planned periodic payment schedule, which allows you to pay level premiums at fixed intervals over a specified period of time. You are not required to pay premiums according to this schedule. You may change the amount, frequency, and the time period over which you make your planned periodic payments. Please be sure to notify us or your agent/registered representative of any address changes so that we may be able to keep your current address on record.

 

               Even if you make your planned periodic payments on schedule, your Policy still may lapse. The duration of your Policy depends on the Policy's net surrender value. If the net surrender value is not high enough to pay the monthly deduction when due (and your no lapse period has expired) then your Policy will lapse (unless you make the payment we specify during the 61-day grace period).

 

Minimum Monthly Guarantee Premium

 

The full initial premium is the only premium you are required to pay under the Policy. However, you greatly increase your risk of lapse if you do not regularly pay premiums at least as large as the current minimum monthly guarantee premium.

 

               Until the no lapse date shown on your Policy schedule page, we guarantee that your Policy will not lapse, so long as on any Monthiversary you have paid total premiums (minus any cash withdrawals and minus any outstanding loan amount) that equal or exceed the minimum monthly guarantee premium in effect times the number of months since the Policy date up to and including the current month. If you take a cash withdrawal, a loan, or if you increase or decrease your specified amount or if you add, increase or decrease a rider, you may need to pay additional premiums in order to keep the no lapse period guarantee in effect.

 

                The initial minimum monthly guarantee premium is shown on your Policy's schedule page, and depends on a number of factors, including the age, gender, rate class of the insured, and the specified amount requested. We will adjust the minimum monthly guarantee premium if you change death benefit options, decrease the specified amount, or if any of the riders are added, or if inforce riders are increased or decreased. We will notify you of the new minimum monthly guarantee premium.

 

No Lapse Period

 

Until the no lapse date shown on your Policy schedule page, your Policy will remain in force and no grace period will begin, even if your net surrender value is too low to pay the monthly deduction, so long as:

 

you have not increased your specified amount; or

you have not added any riders; and

the total amount of the premiums you paid (minus any cash withdrawals, minus any outstanding loan amount) equals or exceeds:

 

>

the minimum monthly guarantee premium in effect times the number of months since the Policy date up to and including the current month.

 

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After the no lapse period ends, paying the current minimum monthly guarantee premium each month will not necessarily keep your Policy in force. You may need to pay additional premiums to keep the Policy in force.

 

Premium Limitations

 

                We may require premium payments to be at least $50 ($1,000 if by wire). We may return premiums less than $50. We will not allow you to make any premium payments that would cause the total amount of the premiums you pay to exceed the current maximum premium limitations, if applicable, by which the Policy qualifies as life insurance under federal tax laws. This maximum is set forth in your Policy. If you make a payment that would cause your total premiums to be greater than the maximum premium limitations, we will return the excess portion of the premium payment, with interest, within 60 days after the end of that Policy year. We will not permit you to make additional premium payments until they are allowed by the maximum premium limitations. In addition, we reserve the right to refund a premium if the premium would increase the death benefit by more than the amount of the premium. We will not accept a payment that will cause the Policy to become a modified endowment contract without your consent.

 

Making Premium Payments

 

                We will consider any payments you make to be premium payments, unless you clearly identify them as loan repayments. We will deduct certain charges from your premium payments. We will accept premium payments by wire transfer.

 

               If you wish to make payments by wire transfer, you should contact our administrative office at 1-800-851-9777 for instructions on wiring federal funds to us.

 

                Tax-Free Exchanges ("1035 Exchanges"). We will accept part or all of your initial premium from one or more contracts insuring the same insured that qualify for tax-free exchanges under Section 1035 of the Internal Revenue Code. If you contemplate such an exchange, you should consult a competent tax advisor to learn the potential tax effects of such a transaction.

 

Subject to our underwriting requirements, we will permit you to make one additional cash payment within three business days of receipt at our office of the proceeds from the 1035 Exchange before we finalize your Policy's specified amount.

 

Transfers

 

General

 

               You or your registered representative of record may make transfers among the subaccounts or from the subaccounts to the fixed account. You will be bound by any transfers made by your registered representative. We determine the amount you have available for transfers at the end of the valuation period when we receive your transfer request at our mailing office. We may, at any time, discontinue transfer privileges, modify our procedures, or limit the number of transfers we permit. The following features apply to transfers under the Policy:

 

The Policy allows a transfer out of the fixed account of the greater of up to 25% of the amount in the fixed account, or the amount transferred in the previous Policy year. Currently, we do not, but reserve the right to, limit the number of transfers out of the fixed account to one per Policy year. If we modify or stop this current practice, we will notify you at the time of your transfer.

You currently may request transfers in writing (in a form we accept), by fax, by telephone to our mailing office or electronically through our website (www.westernreserve.com).

There is no minimum amount that must be transferred.

There is no minimum amount that must remain in a subaccount after a transfer.

Except as listed below, we deduct a $10 charge from the amount transferred for each transfer in excess of 12 transfers in a Policy year.

 

 

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We consider all transfers made in any one day to be a single transfer.

Transfers resulting from loans or the exercise of conversion rights, or due to reallocation of cash value immediately after the record date, are currently not treated as transfers for the purpose of the transfer charge.

Transfers via the Internet (currently not available with the ProFunds VP subaccounts) are not treated as transfers for purpose of assessing the transfer charge.

Transfers between the ProFunds VP subaccounts do not count as transfers for the purpose of assessing the transfer charge.

Transfers under dollar cost averaging and asset rebalancing do count as transfers for the purpose of assessing the transfer charge.

Transfers from any ProFunds VP subaccount to any Series Fund or Fidelity VIP Fund subaccount will be processed only if you send us a written request through standard United States Postal Service First Class mail delivery, with an original signature authorizing each transfer. Transfer requests received via overnight or priority delivery will be returned to you.

 

                We will process any transfer order we receive at our mailing office before the NYSE closes (usually 4:00 p.m. Eastern time) using the subaccount unit value determined at the end of that session of the NYSE. If we receive the transfer order at our mailing office after the NYSE closes, we will process the order using the subaccount unit value determined at the close of the next regular business session of the NYSE.

 

Disruptive Trading and Market Timing

 

The market timing policy and the related procedures (discussed below) do not apply to the ProFunds VP subaccounts because the corresponding portfolios are specifically designed to accommodate frequent transfer activity. If you invest in the ProFunds VP subaccounts, you should be aware that you may bear the costs and increased risks of frequent transfers discussed below.

 

Statement of Policy. This variable insurance Policy 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 policyowners (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 policyowners 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 other potentially disruptive trading. Do not invest with us if you intend to conduct market timing or potentially disruptive trading.

 

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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 from marketing 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 opinion, that your exercise of the transfer privilege may disadvantage or potentially harm the rights or interests of other policyowners (or 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 standard United States Postal Service First Class 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 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 policyowners 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 other disruptive trading may be limited by operational and technological systems,

 

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as well as by our ability to predict strategies employed by policyowners (or those acting on their behalf) to avoid detection. As a result, despite our efforts to prevent harmful trading activity among the variable investment options available under this variable insurance product, there is no assurance that we will be able to detect or deter market timing or disruptive trading frequent or harmful transfers by such policyowners or intermediaries acting on their behalf. Moreover, our ability to discourage and restrict market timing or disruptive trading may be limited by decisions of state regulatory bodies and court orders which 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 market timing or other harmful trading that may adversely affect other policyowners, 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 options 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.

 

                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 policies to discourage market timing and disruptive trading. Policyowners should be aware that we may not have the contractual ability or the operational capacity to monitor policyowners’ transfer requests and apply the frequent trading policies and procedures of the respective underlying funds that would be affected by the transfers. Accordingly, policyowners 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.

 

                You should be aware that, upon written request by a fund or its designee, we are required to provide the fund with information about you and your trading activities in and out of one or more portfolios of the fund. In addition, a fund may require us to restrict or prohibit your purchases and exchanges of shares of a specified portfolio if the fund identifies you as violating the frequent trading policies established for that portfolio.

 

                Because the above restrictions do not apply to the ProFunds VP subaccounts, they may have a greater risk than others of suffering from the harmful effects of market timing and disruptive trading, as discussed above (i.e., dilution, an adverse effect on portfolio management, and increased expenses).

 

Omnibus Order. Policyowners 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 options 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 other programmed, large, frequent, or short-term transfers, the underlying fund portfolio may reject the entire omnibus order and thereby delay or prevent us from implementing your request.

 

 

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                ProFunds VP Subaccounts. The restrictions above do not apply to ProFunds VP subaccounts. However, you may only transfer from ProFunds VP subaccounts to non-ProFunds VP subaccounts by sending us your written request, with original signature authorizing each transfer, through standard United States Postal Service First Class mail (no expedited transfers). Transfers that involve only the ProFunds VP subaccounts may generally use expedited transfer privileges (not available through the Internet).

 

                Telephone Privileges. Telephone transfer privileges will automatically apply to your Policy unless you provide other instructions. The telephone transfer privileges allow you to give authority to the registered representative or agent of record for your Policy to make telephone transfers and to change the allocation of future payments among the subaccounts and the fixed account on your behalf according to your instructions. To make a telephone transfer, you may call us at our administrative office at 1-800-851-9777, Monday – Friday, between the hour of 8:30 a.m. - 7:00 p.m. Eastern time, or fax your instructions to 727-299-1620.

 

 

Please note the following regarding telephone, Internet or fax transfers:

 

We will employ reasonable procedures to confirm that telephone instructions are genuine.

If we follow these procedures, we are not liable for any loss, damage, cost or expense from complying with telephone instructions we reasonably believe to be authentic. You bear the risk of any such loss.

If we do not employ reasonable confirmation procedures, we may be liable for losses due to unauthorized or fraudulent instructions.

Such procedures may include requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of transactions to owners, and/or tape recording telephone instructions received from owners.

We may also require written confirmation of your order.

If you do not want the ability to make telephone transfers, you should notify us in writing at our mailing office.

We will not be responsible for same-day processing of transfers if faxed to a number other than 727-299-1620.

We will not be responsible for any transmittal problems when you fax us your order unless you report it to us within five business days and send us proof of your fax transmittal. We may discontinue this option at any time.

 

                We cannot guarantee that telephone, Internet and faxed transactions will always be available. For example, our offices may be closed during severe weather emergencies or there may be interruptions in telephone or fax service beyond our control. If the volume of calls is unusually high, we might not have someone immediately available to receive your order at our administrative office. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances.

 

                Similarly, online transactions processed via the Internet may not always be possible. Telephone and computer systems, whether yours, your Internet service provider's, your agent's or Western Reserve's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. If you are experiencing problems, you should make your request or inquiry in writing. You should protect your personal identification number (PIN) because self-service options will be available to your agent of record and to anyone who provides your PIN. We will not be able to verify that the person using your PIN and providing instructions online is you or one authorized by you.

 

Fixed Account Transfers

 

               Currently, we do not, but reserve the right to limit the number of transfers out of the fixed account to one per Policy year. If we change this, we will notify you. This current restriction does not apply if you have selected dollar cost averaging.

 

               Depending on when your Policy was issued,* we reserve the right to limit the maximum amount you may transfer from the fixed account to the greater of:

 

 

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25% of the amount in the fixed account; or

the amount you transferred from the fixed account in the immediately preceding Policy year.

 

* If your Policy was issued before September 1, 1994, there is no limit on the amount that you can transfer from the fixed account. If your Policy was issued on or after September 1, 1994, (in all states that approved this change), you are subject to the transfer limitations set forth above.

 

We reserve the right to require that you make the transfer request in writing and that we receive the written transfer request no later than 30 days after a Policy anniversary. We will make the transfer at the end of the valuation date on which we receive the request. Transfers from the fixed account are not available through the Internet.

 

Except when used to pay premiums, we also may defer payment of any amounts from the fixed account for no longer than six months after we receive written notice.

 

               New Jersey: The fixed account is not available to you if your Policy was issued in the State of New Jersey. You may not direct or transfer any money to the fixed account.

 

Conversion Rights

 

               If, within 24 months of your Policy date, you transfer all of your subaccount values to the fixed account, then we will not charge you a transfer fee, even if applicable. You must make your request in writing to our mailing office.

 

Dollar Cost Averaging

 

               Dollar cost averaging is an investment strategy designed to reduce the average purchase price per unit. The strategy spreads the allocation of your premium into the subaccounts over a period of time. This potentially allows you to reduce the risk of investing most of your premium into the subaccounts at a time when prices are high. The success of this strategy is not assured and depends on market trends. You should consider carefully your financial ability to continue the program over a long enough period of time to purchase units when their value is low as well as when it is high. We make no guarantee that dollar cost averaging will result in a profit or protect you against loss.

 

               Under dollar cost averaging, we automatically transfer a set dollar amount from the WRL Transamerica Money Market subaccount, the WRL JPMorgan Core Bond subaccount or the fixed account to a subaccount that you choose. We will make the transfers monthly as of the end of the valuation date after the first Monthiversary after the record date. We will make the first transfer in the month after we receive your request at our mailing office, provided that we receive the form by the 25th day of the month.

 

To start dollar cost averaging:

you must submit a completed form signed by the owner to us at our mailing office requesting dollar cost averaging;

 

 

you may be required to have at least $10,000 in each account from which we will make transfers;

 

 

your total transfers each month under dollar cost averaging may be limited to a minimum of $1,000 ($500 for New Jersey residents); and

 

each month, you may not transfer more than one tenth of the amount that was in your fixed account at the beginning of dollar cost averaging.

 

               You may request dollar cost averaging at any time. There is no charge for dollar cost averaging. However, each transfer under dollar cost averaging counts towards your 12 free transfers each year.

 

Dollar cost averaging will terminate if:

we receive at our mailing office a request to cancel your participation from you, your registered representative or your agent of record;

 

the value in the accounts from which we make the transfers is depleted;

 

 

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you elect to participate in the asset rebalancing program; or

 

you elect to participate in any asset allocation services provided by a third party.

 

                If you terminate your participation in the dollar cost averaging program, we will stop making dollar cost averaging transfers without a new completed dollar cost averaging request form signed by the owner. We may modify, suspend, or discontinue dollar cost averaging at any time.

 

Asset Rebalancing Program

 

We also offer an asset rebalancing program under which you may transfer amounts periodically to maintain a particular percentage allocation among the subaccounts you have selected. Asset rebalancing is not available with the fixed account. Cash value allocated to each subaccount will grow or decline in value at different rates. The asset rebalancing program automatically reallocates the cash value in the subaccounts at the end of each period to match your Policy's currently effective premium allocation schedule. Cash value in the fixed account and the dollar cost averaging program is not available for this program. This program does not guarantee gains. A subaccount may still have losses.

 

               You may elect asset rebalancing to occur on each quarterly, semi-annual or annual anniversary of the Policy date. Once we receive the asset rebalancing request form at our mailing office, we will change your premium allocation instructions to match your asset rebalancing instructions, and we will implement the asset rebalancing program on the date you indicated. You may modify your allocations quarterly. We will credit the amounts transferred at the unit value next determined on the dates the transfers are made. If a day on which rebalancing would ordinarily occur falls on a day on which the NYSE is closed, rebalancing will occur on the next day that the NYSE is open.

 

To start asset rebalancing:

you must submit to us at our mailing office before the maturity date a completed asset rebalancing request form signed by the owner,; and

 

you may be required to have a minimum cash value of $10,000 or make a $10,000 initial premium payment.

 

There is no charge for the asset rebalancing program. However, each reallocation we make under the program counts towards your 12 free transfers each year.

 

Asset rebalancing will cease if:

you elect to participate in the dollar cost averaging program;

 

we receive at our mailing office a request to discontinue participation from you, your registered representative or your agent of record;

 

you make any transfer to or from any subaccount other than under a scheduled rebalancing; or

 

you elect to participate in any asset allocation services provided by a third party.

 

You may start and stop participation in the asset rebalancing program at any time; but we may restrict your right to re-enter the program to once each Policy year. If you wish to resume the asset rebalancing program, you must complete a new request form. We may modify, suspend, or discontinue the asset rebalancing program at any time.

 

Third Party Asset Allocation Services

 

                We do not offer any asset allocation programs or any investment models for use with your life insurance policy. You may authorize and engage your own investment advisor to manage your account. These investment advisors may be firms or persons who also are appointed by us, or whose affiliated broker-dealers are appointed by

 

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us, as authorized sellers of the Policies. Even if this is the case, however, please note that the investment advisor you engage to provide advice and/or make transfers for you is not acting on our behalf, but rather is acting on your behalf. We do not offer advice about how to allocate your cash value under any circumstance. We are not responsible for any recommendations such investment advisors make, any investment models or asset allocation programs they choose to follow, or any specific transfers they make on your behalf.

 

Any fee that is charged by your investment advisor is in addition to the fees and expenses that apply under your Policy. We are not a party to the agreement you have with your investment advisor. You will, however, receive confirmations of transactions that affect your Policy.

 

If your investment advisor has also acted as your insurance agent with respect to the sale of your Policy, he or she may be receiving compensation for services provided both as an insurance agent and investment advisor. Alternatively, the investment advisor may compensate the insurance agent from whom you purchased your Policy for the referral that led you to enter into your investment advisory relationship with the investment advisor. If you are interested in the details about the compensation that your investment advisor and/or your insurance agent receive in connection with your Policy, you should ask them for more details.

 

We, or an affiliate of ours, will process the financial transactions placed by your registered insurance agents or investment advisors. We reserve the right to discontinue doing so at any time and for any reason. We may require insurance agents or investment advisors, who are authorized by multiple policyowners to make financial transactions, to enter into an administrative agreement with Western Reserve as a condition of our accepting transactions on your behalf. The administrative agreement may impose limitations on the insurance agent’s or investment advisor’s ability to request financial transactions on your behalf. These limitations are intended to minimize the detrimental impact of an investment professional who is in a position to transfer large amounts of money for multiple clients in a particular portfolio or type of portfolio or are intended to comply with specific restrictions or limitations imposed by a portfolio(s) of Western Reserve.

 

Please note: Policies managed by your insurance agent also are subject to the restrictions on transfers between investment options that are discussed in the section entitled “Transfers – Disruptive Trading and Market Timing” Since transfer activity under contracts managed by an insurance agent or third party investment adviser may result in unfavorable consequences to all policyowners invested in the affected options we reserve the right to limit the investment options available to a particular owner whose policy is managed by the advisor or to impose other transfer restrictions we deem necessary. In addition, Western Reserve may enter into administrative agreements with insurance agents or investment advisors that impose limits on their ability to request financial transactions on behalf of one or more policyowners, which also may limit the available investment options, require advance notice of large transactions, or impose other trading limitations on your insurance agent. You and your insurance agent will be informed of all such restrictions on an ongoing basis. Limitations that we may impose on your insurance agent or investment advisor under the terms of the administrative agreement do not apply to financial transactions requested by an owner on their own behalf, except as otherwise described in this prospectus.

 

Policy Values

 

Cash Value

 

Varies from day to day, depending on the investment experience of the subaccounts you choose, the interest credited to the fixed account, the charges deducted and any other Policy transactions (such as additional premium payments, transfers, withdrawals and Policy loans).

Serves as the starting point for calculating values under a Policy.

Equals the sum of all values in each subaccount and the fixed account, including any amounts held in the loan reserve account (part of the fixed account) to secure any outstanding Policy loan.

Is determined on the Policy date and on each valuation date.

Has no guaranteed minimum amount and may be more or less than premiums paid.

 

 

 

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Net Surrender Value

 

                The net surrender value is the amount we pay when you surrender your Policy while it is in force. We determine the net surrender value at the end of the valuation period when we receive your written surrender request at our mailing office.

 

Net surrender value on any valuation date equals:

the cash value as of such date; minus

 

any surrender charge as of such date; minus

 

any outstanding Policy loan amount(s); plus

 

any interest you paid in advance on the loan(s) for the period between the date of the surrender and the next Policy anniversary.

Subaccount Value

 

Each subaccount's value is the cash value in that subaccount. At the end of any valuation period, the subaccount's value is equal to the number of units that the Policy has in the subaccount, multiplied by the unit value of that subaccount.

 

The number of units in any subaccount on any valuation date equals:

the initial units purchased at unit value on the record date; plus

 

units purchased with additional net premium(s); plus

 

units purchased via transfers from another subaccount or the fixed account; minus

 

units redeemed to pay for monthly deductions; minus

 

units redeemed to pay for cash withdrawals; minus

 

units redeemed as part of a transfer to another subaccount or the fixed account; minus

 

units redeemed to pay any cash withdrawal charges and any transfer charges.

 

               Every time you allocate, transfer or withdraw money to or from a subaccount, we convert that dollar amount into units. We determine the number of units we credit to, or subtract from, your Policy by dividing the dollar amount of the allocation, transfer or cash withdrawal by the unit value for that subaccount next determined at the end of the valuation period on which the premium allocation, transfer request or cash withdrawal request is received at our mailing office.

 

Subaccount Unit Value

 

The value (or price) of each subaccount unit will reflect the investment performance of the portfolio in which the subaccount invests. Unit values will vary among subaccounts. The unit value of each subaccount was originally established at $10 per unit. The unit value may increase or decrease from one valuation period to the next.

 

The unit value of any subaccount at the end of a valuation period is calculated as:

the total value of the portfolio shares held in the subaccount, including the value of any dividends or capital gains distribution declared and reinvested by the portfolio during the valuation period. This value is determined by multiplying the number of portfolio shares owned by the subaccount by the portfolio's net asset value per share determined at the end of the valuation period; minus

 

a charge equal to the daily net assets of the subaccount multiplied by the daily equivalent of the mortality and expense risk charge; minus

 

 

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the accrued amount of reserve for any taxes or other economic burden resulting from applying tax laws that we determine to be properly attributable to the subaccount; and the result divided by

 

the number of outstanding units in the subaccount before the purchase or redemption of any units on that date.

 

The portfolio in which any subaccount invests will determine its net asset value per share once daily, as of the close of the regular business session of the NYSE (usually 4:00 p.m. Eastern time) except on customary national holidays on which the NYSE is closed, which coincides with the end of each valuation period.

 

Fixed Account Value

 

On the record date, the fixed account value is equal to the cash value allocated to the fixed account from the WRL Transamerica Money Market subaccount.

 

The fixed account value at the end of any valuation period is equal to:

the sum of net premium(s) allocated to the fixed account; plus

 

any amounts transferred from a subaccount to the fixed account; plus

 

total interest credited to the fixed account; minus

 

amounts charged to pay for monthly deductions; minus

 

amounts withdrawn or surrendered from the fixed account; minus

 

amounts transferred from the fixed account to a subaccount; minus

 

amounts withdrawn from the fixed account to pay any transfer charges and any cash withdrawal charges.

 

Death Benefit

 

Death Benefit Proceeds

 

                As long as the Policy is in force, we will determine the amount of and pay the death benefit proceeds on an individual Policy upon receipt at our mailing office of satisfactory proof of the insured's death, plus written direction (from each eligible recipient of death benefit proceeds) regarding how to pay the death benefit payment, and any other documents, forms and information we need. We may require return of the Policy. We will pay the death benefit proceeds to the primary beneficiary(ies), if living, or to a contingent beneficiary. If each beneficiary dies before the insured and there is no contingent beneficiary, we will pay the death benefit proceeds to the owner or the owner's estate. We will pay the death benefit proceeds in a lump sum or under a payment option.

 

Death benefit proceeds equal:

the death benefit (described below); minus

 

any monthly deductions due during the grace period (if applicable); minus

 

any outstanding loan amount; plus

 

any additional insurance in force provided by rider; plus

 

any interest you paid in advance on the loan(s) for the period between the date of death and the next Policy anniversary.

 

We may further adjust the amount of the death benefit proceeds if we contest the Policy or if you misstate the insured's age or gender.

 

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Death Benefit

 

The Policy provides a death benefit. The death benefit is determined at the end of the valuation period in which the insured dies. You must select one of the two death benefit options we offer in your application. No matter which death benefit option you choose, we guarantee that, so long as the Policy does not lapse, the death benefit will never be less than the specified amount on the date of the insured's death.

 

Death benefit Option A equals the greater of:

the current specified amount; or

 

a specified percentage called the "limitation percentage," multiplied by the cash value on the insured’s date of death.

 

Under Option A, your death benefit remains level unless the limitation percentage multiplied by the cash value is greater than the specified amount; then the death benefit will vary as the cash value varies.

 

The limitation percentage is the minimum percentage of cash value we must pay as the death benefit under federal tax requirements. It is based on the attained age of the insured at the beginning of each Policy year. The following table indicates the limitation percentages for different ages:

 

 

Attained Age

Limitation Percentage

 

 

40 and under

250%

 

41 to 45

250% minus 7% for each age over age 40

 

46 to 50

215% minus 6% for each age over age 45

 

51 to 55

185% minus 7% for each age over age 50

 

56 to 60

150% minus 4% for each age over age 55

 

61 to 65

130% minus 2% for each age over age 60

 

66 to 70

120% minus 1% for each age over age 65

 

71 to 75

115% minus 2% for each age over age 70

 

76 to 90

105%

 

91 to 95

105% minus 1% for each age over age 90

 

96 and older

100%

 

If the federal tax code requires us to determine the death benefit by reference to these limitation percentages, the Policy is described as "in the corridor." An increase in the cash value will increase our risk, and we will increase the cost of insurance we deduct from the cash value.

 

               Option A Illustration. Assume that the insured's attained age is under 40 and that there are no outstanding loans and no withdrawals have been taken. Under Option A, a Policy with a $50,000 specified amount will generally pay $50,000 in death benefits. However, because the death benefit must be equal to or be greater than 250% of cash value, any time the cash value of the Policy exceeds $20,000, the death benefit will exceed the $50,000 specified amount. Each additional dollar added to the cash value above $20,000 will increase the death benefit by $2.50.

 

                Similarly, so long as the cash value exceeds $20,000, each dollar taken out of the cash value will reduce the death benefit by $2.50. If at any time the cash value multiplied by the limitation percentage is less than the specified amount, the death benefit will equal the specified amount of the Policy reduced by the dollar value of any cash withdrawals.

 

Death benefit Option B equals the greater of:

the current specified amount; plus

 

 

>

the cash value on the insured's date of death; or

 

the limitation percentage multiplied by the case value on the insured’s date of death.

 

 

Under Option B, the death benefit always varies as the cash value varies.

 

 

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Option B Illustration. Assume that the insured's attained age is under 40 and that there are no outstanding loans. Under Option B, a Policy with a specified amount of $50,000 will generally pay a death benefit of $50,000 plus cash value. Thus, a Policy with a cash value of $10,000 will have a death benefit of $60,000 ($50,000 + $10,000). The death benefit, however, must be at least 250% of cash value. As a result, if the cash value of the Policy exceeds $33,333, the death benefit will be greater than the specified amount plus cash value. (The figure of $33,333 is derived by solving for cash value in the following calculation: $50,000 plus cash value = 250% multiplied by cash value). Each additional dollar of cash value above $33,333 will increase the death benefit by $2.50.

 

Similarly, any time cash value exceeds $33,333, each dollar taken out of cash value will reduce the death benefit by $2.50. If at any time, cash value multiplied by the limitation percentage is less than the specified amount plus the cash value, then the death benefit will be the specified amount plus the cash value of the Policy.

 

Effect of Cash Withdrawals on the Death Benefit

 

If you choose Option A, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. Regardless of the death benefit option you choose, a cash withdrawal will reduce the death benefit by at least the amount of the withdrawal.

 

Choosing Death Benefit Options

 

You must choose one death benefit option on your application. This is an important decision. The death benefit option you choose will have an impact on the dollar value of the death benefit, on your cash value, and on the amount of cost of insurance charges you pay.

 

If you do not select a death benefit option on your application, we will assume you selected death benefit Option A and will ask you to confirm the selection of Option A in writing or choose one of the other death benefit options.

 

You may find Option A more suitable for you if your goal is to increase your cash value through positive investment experience. You may find Option B more suitable if your goal is to increase your total death benefit.

 

Changing the Death Benefit Option

 

After the third Policy year, you may change your death benefit option once each Policy year. We will notify you of the new specified amount.

 

You may send your written request to our mailing office or fax it to us at 727-299-1620.

The effective date of the change will be the Monthiversary on or following the date when we receive your request for a change.

You may not make a change that would decrease the specified amount below the minimum specified amount shown on your Policy schedule page.

There may be adverse federal tax consequences. You should consult a tax advisor before changing your Policy's death benefit option.

 

If you change your death benefit option from Option B to Option A, we will make the specified amount after the change equal to the specified amount prior to the change, plus your Policy’s cash value on the effective date of the change. If you change your death benefit option from Option A to Option B, we will make the specified amount after the change equal to the specified amount prior to the change, minus the cash value on the effective date of the change. We will notify you of the new specified amount.

 

Changing the Specified Amount

 

You may increase or decrease the specified amount, subject to certain conditions. We may limit changes to once each Policy year. A change in specified amount may affect your cost of insurance charge and you may have

 

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adverse federal income tax consequences. You should consult a tax advisor before changing your Policy’s specified amount.

 

Conditions for increasing the specified amount:

You may increase the specified amount if:

 

 

>

your Policy has been in force for one year; and

 

 

>

the insured is under age 75.

 

You may make your request in writing and send it to our mailing office or fax it to us at 727-299-1620..

 

You will require additional evidence of insurability.

 

The increase in specified amount must be at least $10,000.

 

An increase in specified amount will take effect on the Monthiversary on or after we have approved your request.

 

We reserve the right to decline your request.

 

You do not need to send an additional premium but you must have sufficient net surrender value to cover the next monthly deduction after the increase becomes effective.

 

If you surrender your Policy, we will charge you an additional surrender charge on any increase in specified amount for 15 years after each increase.

 

If you increase the specified amount but you have not paid sufficient premiums to cover monthly deductions, your Policy will lapse.

 

 

 

Conditions for decreasing the specified amount:

You may send your written request to our mailing office or fax it to us at 727-299-1620.

 

Your Policy must be in force for three years.

 

You may not decrease your specified amount if it would disqualify your Policy as life insurance under the Internal Revenue Code.

 

We may limit the amount of the decrease to no more than 20% of the specified amount

 

A decrease in specified amount will take effect on the Monthiversary on or after we receive your written request.

 

Payment Options

 

There are several ways of receiving proceeds under the death benefit and surrender provisions of the Policy, other than in a lump sum. These are described under “Settlement Options” in your Policy and in the SAI.

 

Surrenders and Cash Withdrawals

 

Surrenders

 

               You must make a written request containing an original signature to surrender your Policy for its net surrender value as calculated at the end of the valuation date on which we receive your request at our mailing office. The insured must be alive, the Policy must be in force, and it must be before the maturity date when you make your written request. A surrender is effective as of the date when we receive your written request. You will incur a surrender charge if you surrender the Policy during the first 15 Policy years and an additional surrender charge for 15 years following each increase in specified amount. Written requests to surrender a Policy that are received at our

 

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mailing office before the NYSE closes are priced using the subaccount unit value determined at the close of that regular business session of the NYSE (usually 4:00 p.m. Eastern time). If we receive a written request at our office after the NYSE closes, we will process the surrender request using the subaccount unit value determined at the close of the next regular business session of the NYSE.

 

               Once you surrender your Policy, all coverage and other benefits under it cease and cannot be reinstated. We will normally pay you the net surrender value in a lump sum within seven days or under a settlement option. A surrender may have tax consequences. See Federal Income Tax Considerations.

 

Cash Withdrawals

 

After the first Policy year, you may request a cash withdrawal of a portion of your cash value subject to certain conditions.

 

Cash withdrawal conditions:

You must send your written cash withdrawal request with an original signature to our mailing office. You may also fax your withdrawal request to us if it is less than $50,000 at 727-299-1620.

 

We only allow one cash withdrawal per Policy year.

 

We may limit the amount you can withdraw to at least $500, and to no more than 10% of the net surrender value.

 

The remaining net surrender value after the cash withdrawal must be at least $500.

 

You may not take a cash withdrawal if it will reduce the specified amount below the minimum specified amount set forth in the Policy.

 

You may specify the subaccount(s) and the fixed account from which to make the withdrawal. If you do not specify an account, we will take the withdrawal from each account in accordance with your current premium allocation instructions.

 

We generally will pay a cash withdrawal request within seven days following the valuation date we receive the request at our mailing office.

 

We will deduct a processing fee equal to $25 or 2% of the amount you withdraw, whichever is less. We deduct this amount from the withdrawal, and we pay you the balance.

 

You may not take a cash withdrawal that would disqualify your Policy as life insurance under the Internal Revenue Code.

 

A cash withdrawal may have tax consequences.

 

A cash withdrawal will reduce the cash value by the amount of the cash withdrawal, and will reduce the death benefit by at least the amount of the cash withdrawal. When death benefit Option A is in effect, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. You also may have to pay higher minimum monthly guarantee premiums. We will not impose a pro rata decrease charge when the specified amount is decreased as a result of taking a cash withdrawal.

 

                When we incur extraordinary expenses, such as overnight mail expenses or wire service fees, for expediting delivery of your partial withdrawal or complete surrender payment, we will deduct that charge from the payment. We currently charge $20 for an overnight delivery ($30 for Saturday delivery) and $25 for wire service. You can obtain further information about these charges by contacting our mailing or administrative office.

 

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Loans

 

General

 

After the first Policy year (as long as the Policy is in force) you may borrow money from us using the Policy as the only security for the loan. We may permit a loan prior to the first anniversary for Policies issued pursuant to 1035 Exchanges. A loan that is taken from, or secured by, a Policy may have tax consequences. See Federal Income Tax Considerations.

 

Policy loans are subject to certain conditions:

we may require you to borrow at least $500; and

 

the maximum amount you may borrow is 90% of the cash value, minus any surrender charge and minus any outstanding loan amount.

 

When you take a loan, we will withdraw an amount equal to the requested loan plus interest in advance until the next Policy anniversary from each of the subaccounts and the fixed account based on your current premium allocation instructions (unless you specify otherwise). We will transfer that amount to the loan reserve account. The loan reserve account is the portion of the fixed account to which amounts are transferred as collateral for a Policy loan.

 

                We normally pay the amount of the loan within seven days after we receive a proper loan request at our mailing office. We may postpone payment of loans under certain conditions.

 

               You may request a loan by telephone by calling us at our administrative office at 1-800-851-9777, Monday – Friday, between the hours of 8:30 a.m. – 7.00 p.m. Eastern time. If the loan amount you request exceeds $50,000 or if the address of record has been changed within the past 10 days, we may reject your request or require a signature guarantee. If you do not want the ability to request a loan by telephone, you should notify us in writing at our mailing office. You will be required to provide certain information for identification purposes when you request a loan by telephone. We may ask you to provide us with written confirmation of your request. We will not be liable for processing a loan request if we believe the request is genuine.

 

               You may also fax your loan request to us at 727-299-1620 (subject to a $500,000 limit by fax). We will not be responsible for any transmittal problems when you fax your request unless you report it to us within five business days and send us proof of your fax transmittal.

 

               You can repay a loan at any time while the Policy is in force. Loan repayments must be sent to our mailing office and will be credited as of the date received. We will consider any payments you make on the Policy to be premium payments unless the payments are clearly identified as loan repayments. Because we do not apply the premium expense charge to loan repayments, it is very important that you indicate clearly if your payment is intended to repay all or a part of a loan.

 

                At each Policy anniversary, we will compare the outstanding loan amount to the amount in the loan reserve account. We will also make this comparison any time you repay all or part of the loan, or make a request to borrow an additional amount. At each such time, if the outstanding loan amount exceeds the amount in the loan reserve account, we will withdraw the difference from the subaccounts and the fixed account and transfer it to the loan reserve account, in the same manner as when a loan is made. If the amount in the loan reserve account exceeds the amount of the outstanding loan, we will withdraw the difference from the loan reserve account and transfer it to the subaccounts and the fixed account in the same manner as current premiums are allocated. No charge will be imposed for these transfers, and these transfers are not treated as transfers in calculating the transfer charge. We reserve the right to require a transfer to the fixed account if the loans were originally transferred from the fixed account.

 

Interest Rate Charged

 

For Policies issued on or after May 1, 1994*, we will charge you an annual interest rate on a Policy loan of 5.2% in advance (5.49% effective annual interest rate after rounding) on each Policy anniversary. Loan interest that

 

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is unpaid when due will be added to the amount of the loan on each Policy anniversary and will bear interest at the same rate.

 

* For Policies issued before May 1, 1994, we charge you an annual interest rate of 7.4%. For the following states, the annual interest rate on a Policy loan is 7.4% for all Policies issued before, and 5.2% for all Policies issued on or after, the date indicated: Idaho – May 24, 1994; Montana – May 20, 1994; Rhode Island – May 19, 1994; Oregon – June 27, 1994; Minnesota – December 28, 1994; Vermont – February 21, 1996; Puerto Rico – April 18, 1997; New Jersey – April 13, 1995; District of Columbia – November 23, 1998; and Guam – February 11, 1998.

 

Loan Reserve Account Interest Rate Credited

 

We will credit the amount in the loan reserve account with an effective annual interest rate of at least 4.0%. We may credit a higher rate, but we are not obligated to do so.

 

We currently credit interest at an effective annual rate of 4.75% on amounts you borrow during the first ten Policy years.

After the tenth Policy year, on all amounts that you have borrowed, we currently credit interest to part of the cash value in excess of the premiums paid less cash withdrawals and any outstanding loan amount including accrued loan interest at an interest rate equal to the interest rate we charge on the total loan. The remaining portion, equal to the cost basis, is currently credited an effective annual rate of 4.75%*.

 

* For Policies issued on or after May 1, 1994. For Policies issued before that date, we credit interest at the following annual effective rates: 6.0% for Policies issued before May 1, 1988, and 6.75% for Policies issued on or after May 1, 1988, but before May 1, 1994.

 

Effect of Policy Loans

 

                A Policy loan reduces the death benefit proceeds and net surrender value by the amount of any outstanding loan amount. Repaying the loan causes the death benefit proceeds and net surrender value to increase by the amount of the repayment. As long as a loan is outstanding, we hold an amount equal to the loan plus interest charged in advance until the next Policy anniversary in the loan reserve account. This amount is not affected by the separate account's investment performance, may not be credited with the interest rates accruing on the unloaned portion of the cash value in the fixed account, and, therefore, can affect the Policy’s cash value and death benefit whether or not the loan is repaid. Amounts transferred from the separate account to the loan reserve account will affect the value in the separate account because we credit such amounts with an interest rate declared by us rather than a rate of return reflecting the investment results of the separate account.

 

                We also currently charge interest on Policy loans at an annual interest rate of 5.2% in advance. Because interest is added to the amount of the Policy loan to be repaid, the size of the loan will constantly increase unless the Policy loan is repaid.

 

                There are risks involved in taking a Policy loan, including the potential for a Policy to lapse if projected earnings, taking into account outstanding loans, are not achieved. A Policy loan may also have possible adverse tax consequences. You should consult a tax advisor before taking out a Policy loan.

 

We will notify you (and any assignee of record) if a loan causes your net surrender value to reach zero. If you do not submit a sufficient payment within 61 days from the date of the notice, your Policy may lapse.

 

Policy Lapse and Reinstatement

 

Lapse

 

Your Policy may not necessarily lapse (terminate without value) if you fail to make a planned periodic payment. However, even if you make all your planned periodic payments, there is a possibility that your Policy will lose value and lapse. This Policy provides a no lapse period. See below. Once your no lapse period ends, or if the no lapse period guarantee is not in effect, your Policy may lapse (terminate without value) if the net surrender value on any Monthiversary is less than the monthly deductions due on that day. Such lapse might occur if unfavorable

 

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investment experience, loans and cash withdrawals cause a decrease in the net surrender value, or you have not paid sufficient premiums as discussed below to offset the monthly deductions.

 

               If the net surrender value is not enough to pay the monthly deductions, we will mail a notice to your last known address and any assignee of record. The notice will specify the minimum payment you must pay and the final date by which we must receive the payment to prevent a lapse. We generally require that you make the payment within 61 days after the date of the notice. This 61-day period is called the grace period. We pay the death benefit proceeds if an insured dies during the grace period. If we do not receive the specified minimum payment by the end of the grace period, all coverage under the Policy will terminate without value.

 

No Lapse Period Guarantee

 

This Policy provides a no lapse guarantee during the no lapse period. As long as you keep the no lapse period guarantee in effect, your Policy will not lapse and no grace period will begin. Even if your net surrender value is not enough to pay your monthly deduction, the Policy will not lapse so long as the no lapse period guarantee is in effect. The no lapse period guarantee will not extend beyond the no lapse date stated in your Policy. Each month we determine whether the no lapse period is still in effect. If the no lapse period guarantee is not in effect and the Policy is still in force, it can be restored by paying sufficient minimum monthly guarantee premiums at any time before the no lapse date.

 

No lapse date

For a Policy issued to any insured ages 0-60, the no lapse date is the tenth Policy anniversary or anniversary on which the insured’s attained age is 65, whichever is earlier.

 

For a Policy issued to an insured ages 61-75, the no lapse date is the fifth Policy anniversary.

 

The no lapse date is specified in your Policy.

 

 

 

Early termination of the no lapse period

The no lapse period guarantee coverage will not end if you:

 

 

>

do not increase the specified amount;

 

 

>

do not add any riders; or

 

 

>

pay sufficient minimum monthly guarantee premiums.

 

You must pay total premiums (minus withdrawals and outstanding loan amounts) that equal at least:

 

 

>

your minimum monthly guarantee premium (shown in your Policy), multiplied by

 

 

>

the number of months since the Policy date (including the current month).

 

You will lessen the risk of Policy lapse if you keep the no lapse period guarantee in effect. Before you take a cash withdrawal or a loan or increase the specified amount or add a rider you should consider carefully the effect it will have on the no lapse period guarantee.

 

In addition, if, during the no lapse period, you increase the specified amount or add a rider after the Policy date, your no lapse period will end immediately. If increasing the specified amount or adding a rider would cause your Policy to lapse, we will notify you that the grace period has started.

 

Policies issued in New Jersey: If the grace period begins during the first three Policy years, the payment necessary to keep the Policy in force is the lesser of the amount necessary to (1) satisfy the minimum monthly guarantee premium; or (2) increase the net surrender value to cover the monthly deduction due.

 

 

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Reinstatement

 

We will reinstate a lapsed Policy within five years after the lapse (and prior to the maturity date). To reinstate the Policy you must:

 

submit a written application for reinstatement to our mailing office;

provide evidence of insurability that is satisfactory to us;

make a minimum premium payment sufficient to provide a net premium that is large enough to cover three monthly deductions.

 

We will not reinstate indebtedness. The cash value of the loan reserve on the reinstatement date will be zero. Your net surrender value on the reinstatement date will equal the net premiums you pay at reinstatement, minus one monthly deduction and any surrender charge. The reinstatement date for your Policy will be the Monthiversary on or following the day we approve your application for reinstatement. We may decline a request for reinstatement.

 

Federal Income Tax Considerations

 

The following summarizes some of the basic federal income tax considerations associated with a Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. Please consult counsel or other qualified tax advisors for more complete information. We base this discussion on our understanding of the present federal income tax laws as they are currently interpreted by the Internal Revenue Service (the "IRS"). Federal income tax laws and the current interpretations by the IRS may change.

 

Tax Status of the Policy

 

A Policy must satisfy certain requirements set forth in the Internal Revenue Code (the "Code") in order to qualify as a life insurance policy for federal income tax purposes and to receive the tax treatment normally accorded life insurance policies under federal tax law. Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that this Policy should generally satisfy the applicable Code requirements. It is also uncertain whether death benefits under policies where the maturity date has been extended will be excludible from the beneficiary’s gross income and whether policy cash value will be deemed to be distributed to you on the original maturity date. Such a deemed distribution may be taxable. If it is subsequently determined that a Policy does not satisfy the applicable requirements, we may take appropriate steps to bring the Policy into compliance with such requirements and we reserve the right to restrict Policy transactions in order to do so.

 

In certain circumstances, owners of variable life insurance policies have been considered for federal income tax purposes to be the owners of the assets of the separate account supporting their policies due to their ability to exercise investment control over those assets. Where this is the case, the policyowners have been currently taxed on income and gains attributable to the separate account assets. There is little guidance in this area, and some features of the Policies, such as your flexibility to allocate premiums and cash values, have not been explicitly addressed in published rulings. We believe that the Policy does not give you investment control over separate account assets.

 

In addition, the Code requires that the investments of the separate account be "adequately diversified" in order to treat the Policy as a life insurance policy for federal income tax purposes. We intend that the separate account, through the portfolios, will satisfy these diversification requirements.

 

The following discussion assumes that the Policy will qualify as a life insurance policy for federal income tax purposes.

 

Tax Treatment of Policy Benefits

 

In General. We believe that the Policy described in this prospectus is a life insurance policy under Code Section 7702. Section 7702 affects the taxation of life insurance policies and places limits on the relationship of the accumulation value to the death benefit. As life insurance policies, the death benefits of the policies are generally excludable from the gross income of the beneficiaries. In the absence of any guidance from the IRS on the issue, we believe that providing an amount at risk after age 99 in the manner provided should be sufficient to maintain the

 

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excludability of the death benefit after age 99. However, lack of specific IRS guidance makes the tax treatment of the death benefit after age 99 uncertain. Also, any increase in accumulation value should generally not be taxable until received by you or your designee. However, if your Policy is a modified endowment contract you may be taxed when you take a Policy loan, pledge or assign the Policy. Federal, state and local transfer, estate and other tax consequences of ownership or receipt of Policy proceeds depend on your circumstances and the beneficiary's circumstances. A tax advisor should be consulted on these consequences.

 

Generally, you will not be deemed to be in constructive receipt of the cash value until there is a distribution. When distributions from a Policy occur, or when loans are taken out from or secured by a Policy (e.g., by assignment), the tax consequences depend on whether the Policy is classified as a "Modified Endowment Contract" ("MEC"). Moreover, if a loan from a Policy that is not a MEC is outstanding when the Policy is canceled or lapses, the amount of outstanding indebtedness will be used to determine the amount distributed and will be taxed accordingly.

 

Modified Endowment Contracts. Under the Code, certain life insurance policies are classified as MECs and receive less favorable tax treatment than other life insurance policies. The rules are too complex to summarize here, but generally depend on the amount of premiums paid during the first seven Policy years or in the seven Policy years following certain changes in the Policy. Certain changes in the Policy after it is issued could also cause the Policy to be classified as a MEC. Due to the Policy's flexibility, each Policy's circumstances will determine whether the Policy is classified as a MEC. Among other things, a reduction in benefits could cause a Policy to become a MEC. If you do not want your Policy to be classified as a MEC, you should consult a tax advisor to determine the circumstances, if any, under which your Policy would or would not be classified as a MEC.

 

Upon issue of your Policy, we will notify you as to whether or not your Policy is classified as a MEC based on the initial premium we receive. If your Policy is not a MEC at issue, then you will also be notified of the maximum amount of additional premiums you can pay without causing your Policy to be classified as a MEC. If a payment would cause your Policy to become a MEC, you and your agent will be notified. At that time, you will need to notify us if you want to continue your Policy as a MEC. Unless you notify us that you do want to continue your Policy as a MEC, we will refund the dollar amount of the excess premium that would cause the Policy to become a MEC.

 

Distributions (other than Death Benefits) from MECs. Policies classified as MECs are subject to the following tax rules:

 

All distributions other than death benefits from a MEC, including distributions upon surrender and cash withdrawals, will be treated first as distributions of gain taxable as ordinary income. They will be treated as tax-free recovery of the owner's investment in the Policy only after all gain has been distributed. Your investment in the Policy is generally your total premium payments. When a distribution is taken from the Policy, your investment in the Policy is reduced by the amount of the distribution that is tax-free.

Loans taken from or secured by (e.g., by assignment) such a Policy are treated as distributions and taxed accordingly. If the Policy is part of a collateral assignment split dollar arrangement, the initial assignment as well as increases in cash value during the assignment may be distributions and taxable.

A 10% additional federal income tax is imposed on the amount included in income except where the distribution or loan is made when you have attained age 59 ½ or are disabled, or where the distribution is part of a series of substantially equal periodic payments for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and the beneficiary.

If a Policy becomes a MEC, distributions that occur during the Policy year will be taxed as distributions from a MEC. In addition, distributions from a Policy within two years before it becomes a MEC will be taxed in this manner. This means that a distribution from a Policy that is not a MEC at the time when the distribution is made could later become taxable as a distribution from a MEC.

 

Distributions (other than Death Benefits) from Policies that are not MECs. Distributions from a Policy that is not a MEC are generally treated first as a recovery of your investment in the Policy, and as taxable income after

 

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the recovery of all investment in the Policy. However, certain distributions which must be made in order to enable the Policy to continue to qualify as a life insurance policy for federal income tax purposes if Policy benefits are reduced during the first 15 Policy years may be treated in whole or in part as ordinary income subject to tax. Distributions from or loans from or secured by a Policy that is not a MEC are not subject to the 10% additional tax.

 

Policy Loans. Loans from or secured by a Policy that is not a MEC are generally not treated as distributions. Instead, such loans are treated as indebtedness. If a loan from a Policy that is not a MEC is outstanding when the Policy is surrendered or lapses, the amount of the outstanding indebtedness will be taxed as if it were a distribution at that time. The tax consequences associated with Policy loans outstanding after the first 10 Policy years with preferred loan rates are less clear and a tax advisor should be consulted about such loans.

 

Multiple Policies. All MECs that we issue (or that our affiliates issue) to the same owner during any calendar year are treated as one MEC for purposes of determining the amount includible in the owner's income when a taxable distribution occurs.

 

Investment in the Policy. Your investment in the Policy is generally the sum of the premium payments you made. When a distribution from the Policy occurs, your investment in the Policy is reduced by the amount of the distribution that is tax-free.

 

Deductibility of Policy Loan Interest. In general, interest you pay on a loan from a Policy will not be deductible. Before taking out a Policy loan, you should consult a tax advisor as to the tax consequences.

 

Withholding. To the extent that Policy distributions are taxable, they are generally subject to withholding for the recipient's federal income tax liability. The federal income tax withholding rate is generally 10% of the taxable amount of the distribution. Withholding applies only if the taxable amount of all distributions are at least $200 during a taxable year. Some states also require withholding for state income taxes. With the exception of amounts that represent eligible rollover distributions from Pension Plans and 403(b) arrangements, which are subject to mandatory withholding of 20% for federal tax, recipients can generally elect, however, not to have tax withheld from distributions. If the taxable distributions are delivered to foreign countries, U.S. persons may not elect out of withholding. Taxable distributions to non-resident aliens are generally subject to withholding at a 30% rate unless withholding is eliminated under an international treaty with the United States.

 

Business Uses of the Policy. The Policy may be used in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans and business uses of the Policy may vary depending on the particular facts and circumstances of each individual arrangement and business uses of the Policy. Therefore, if you are contemplating using the Policy in any such arrangement, you should be sure to consult a tax advisor as to tax attributes of the arrangement and in its use of life insurance. In recent years, moreover, Congress and the IRS have adopted new rules relating to nonqualified deferred compensation and to life insurance owned by businesses and the IRS has recently issued new guidelines on split-dollar arrangements. Any business contemplating the purchase of a new Policy or a change in an existing Policy should consult a tax advisor.

 

Alternative Minimum Tax. There also may be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the policyowner is subject to that tax.

 

Terminal Illness Accelerated Death Benefit Rider. We believe that the single-sum payment we make under this rider should be fully excludible from the gross income of the beneficiary, except in certain business contexts. You should consult a tax advisor about the consequences of adding this rider to your Policy, or requesting a single-sum payment.

 

Continuation of Policy Beyond Age 100. The tax consequences of continuing the Policy beyond the insured’s attained age 100 are unclear and may include taxation of the gain in the Policy at the original maturity date or the taxation of the death benefit in whole or in part. You should consult a tax advisor if you intend to keep the Policy in force beyond the insured’s attained age 100.

 

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Other Tax Considerations. The transfer of the Policy or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. The individual situation of each owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of Policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation-skipping and other taxes.

 

Special Rules for Pension Plans and Section 403(b) Arrangements. If the Policy is purchased in connection with a section 401(a) qualified pension or profit sharing plan, including a section 401(k) plan, or in connection with a section 403(b) plan or program, federal and state and estate tax consequences could differ from those stated in this prospectus. The purchase may also affect the qualified status of the plan. You should consult a qualified tax advisor in connection with such purchase.

 

Policies owned under these types of plans may be subject to the Employee Retirement Income Security Act of 1974, or ERISA, which may impose additional requirements on the purchase of policies by such plans. You should consult a qualified advisor regarding ERISA.

 

Other Policy Information

 

Benefits at Maturity

 

If the insured is living and the Policy is in force, the Policy will mature on the Policy anniversary nearest the insured's 95th birthday. This is the maturity date. On the maturity date we will pay you the net surrender value of your Policy.

 

If your Policy was issued before May 1, 1999, and you send a written request to our office, we may extend the maturity date if your Policy is still in force on the maturity date and there are no adverse tax consequences in doing so. You must submit a written request for the extension between 90 and 180 days prior to the maturity date. We must agree to the extension.

 

If your Policy was issued on or after May 1, 1999, and you send a written request to our office, we will extend the maturity date if your Policy is still in force on the maturity date. Any riders in force on the scheduled maturity date will terminate on that date and will not be extended. Interest on any outstanding Policy loans will continue to accrue during the period for which the maturity date is extended. You must submit a written request to our office for the extension between 90 and 180 days prior to the maturity date and elect one of the following:

 

1.

If you had previously selected death benefit Option B, we will change the death benefit to Option A. On each valuation date, we will adjust the specified amount to equal the cash value, and the limitation percentage will be 100%. We will not permit you to make additional premium payments unless it is required to prevent the Policy from lapsing. We will waive all future monthly deductions; or

2.

We will automatically extend the maturity date until the next Policy anniversary. You must submit a written request to our office, between 90 and 180 days before each subsequent Policy anniversary, stating that you wish to extend the maturity date for another Policy year. All benefits and charges will continue as set forth in your Policy. We will charge the then current cost of insurance rates.

                

If you choose 2 above, you may change your election to 1 above at any time. However, if you choose 1 above, then you may not change your election to 2 above.

 

The tax consequences of extending the maturity date beyond the 100th birthday of the insured are uncertain and may include taxation of the gain in the Policy at the original maturity date or taxation of the death benefit in whole or in part. You should consult a tax advisor as to those consequences.

 

 

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Payments We Make

 

                We usually pay the amounts of any surrender, cash withdrawal, death benefit proceeds, or settlement options within seven calendar days after we receive all applicable written notices and/or due proofs of death at our mailing office. However, we can postpone such payments if:

 

the NYSE is closed, other than customary weekend and holiday closing, or trading on the NYSE is restricted as determined by the SEC; or

the SEC permits, by an order, the postponement for the protection of policyowners; or

the SEC determines that an emergency exists that would make the disposal of securities held in the separate account or the determination of their value not reasonably practicable.

 

If you have submitted a recent check or draft, we have the right to defer payment of surrenders, cash withdrawals, death benefit proceeds, or payments under a settlement option until such check or draft has been honored. We also reserve the right to defer payment of transfers, cash withdrawals, death benefit proceeds, or surrenders from the fixed account for up to six months.

 

If mandated under applicable law, we may be required to reject a premium payment and/or block a policyowner's account and thereby refuse to pay any request for transfers, withdrawals, surrenders, loans or death benefits until instructions are received from the appropriate regulators. We may also be required to provide additional information about you or your account to governmental regulators.

 

Split Dollar Arrangements

 

You may enter into a split dollar arrangement with another owner or another person(s) whereby the payment of premiums and the right to receive the benefits under the Policy (i.e., cash surrender value of insurance proceeds) are split between the parties. There are different ways of allocating these rights.

 

For example, an employer and employee might agree that under a Policy on the life of the employee, the employer will pay the premiums and will have the right to receive the cash surrender value. The employee may designate the beneficiary to receive any insurance proceeds in excess of the cash surrender value. If the employee dies while such an arrangement is in effect, the employer would receive from the insurance proceeds the amount that he would have been entitled to receive upon surrender of the Policy and the employee's beneficiary would receive the balance of the proceeds.

 

               No transfer of Policy rights pursuant to a split dollar arrangement will be binding on us unless in writing and received by us at our mailing office. Split dollar arrangements may have tax consequences. You should consult a tax advisor before entering into a split dollar arrangement.

 

On July 30, 2002, President Bush signed into law significant accounting and corporate governance reform legislation, known as the Sarbanes-Oxley Act of 2002 (the “Act”). The Act prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their directors or executive officers. It is possible that this prohibition may be interpreted as applying to split-dollar life insurance policies for directors and executive officers of such companies, since such insurance arguably can be viewed as involving a loan from the employer for at least some purposes.

 

Although the prohibition on loans of publicly-traded companies is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002. Any affected business contemplating the payment of a premium on an existing Policy, or the purchase of a new Policy, in connection with a split-dollar life insurance arrangement should consult legal counsel.

 

In addition, the IRS issued guidance that affects the tax treatment of split-dollar arrangements and the Treasury Department issued final regulations that would significantly affect the tax treatment of such arrangements. The IRS guidance and the final regulations affect all split dollar arrangements, not just those involving publicly-traded companies. Consult your qualified tax advisor with respect to the effect of this current and proposed guidance on your split dollar policy.

 

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Policy Termination

 

 

Your Policy will terminate on the earliest of:

 

the maturity date;

the end of the grace period; or

the date the insured dies;

the date the Policy is surrendered.

 

Supplemental Benefits (Riders)

 

The following supplemental benefits (riders) are available and may be added to a Policy. Monthly charges for these riders are deducted from the cash value as part of the monthly deduction. The riders available with the Policies do not build cash value and provide benefits that do not vary with the investment experience of the separate account. For purposes of the riders, the primary insured is the person insured under the Policy. These riders may not be available in all states, certain benefits and features may vary by state and may be available under a different name in some states. Adding these supplemental benefits to an existing Policy or canceling them may have tax consequences and you should consult a tax advisor before doing so.

 

Children's Insurance Rider

 

This rider provides a face amount of insurance on the primary insured's children. Our current minimum face amount for this rider for issue ages 15 days – 18 years of age is $2,000. The maximum face amount is $10,000. At each child’s age 25 or upon the death of the primary insured, whichever happens first, this rider may be converted to a new policy on each child insured with a maximum face amount of up to five times the face amount of the rider. We will pay a death benefit once we receive proof that the insured child died while both the rider and coverage were in force for that child. If the primary insured dies while the rider is in force, we will terminate the rider 31 days after the death, and we will offer a separate life insurance policy to each insured child.

 

Accidental Death Benefit Rider

 

Our current minimum face amount for this rider for issue ages 15-59 is $10,000. The maximum face amount available for this rider is $150,000 (up to 150% of specified amount).

 

Subject to certain limitations, we will pay a face amount if the primary insured's death results solely from accidental bodily injury where:

 

the death is caused by external, violent, and accidental means;

the death occurs within 90 days of the accident; and

the death occurs while the rider is in force.

 

 

The rider will terminate on the earliest of:

 

the Policy anniversary nearest the primary insured's 70th birthday;

the date the Policy terminates; or

the Monthiversary when the rider terminates at the owner's request.

 

Other Insured Rider

 

                This rider may insure the spouse (or a non-spouse Other Insured where required by state law) and/or dependent children of the primary insured. Please note that if a non-spouse Other Insured, as required under state law, is the insured, there may be adverse tax consequences. Subject to the terms of the rider, we will pay the face amount of the rider to the primary insured. Our current minimum face amount for this rider for issue ages 0-80 is $10,000. The maximum face amount is the lesser of $500,000 or the amount of coverage on the primary insured. The maximum number of Other Insured Riders that is allowed on any one Policy is five (5). We will pay the rider's face amount when we receive proof at our mailing office of the other insured's death. Subject to the following conditions, on any Monthiversary while the rider is in force, you may convert it to a new policy on the other insured's life (without evidence of insurability).

 

 

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Conditions to convert the rider:

your request must be in writing and sent to our mailing office;

 

the other insured has not reached his/her 70th birthday;

 

the new policy is any permanent insurance policy that we currently offer;

 

subject to the minimum specified amount required for the new policy, the amount of the insurance under the new policy will equal the face amount in force under the rider as long as it meets the minimum face amount requirements of the original Policy; and

 

We will base your premium on the other insured's rate class under the rider.

 

 

 

Termination of the rider:

The rider will terminate on the earliest of:

 

the maturity date of the Policy;

 

the Policy anniversary nearest to the insured's 95th birthday;

 

the date the Policy terminates for any reason except for death of the primary insured;

 

the date of conversion of this rider; or

 

the Monthiversary on which the rider is terminated upon written request by the owner.

 

Disability Waiver Rider

 

Subject to certain conditions, we will waive the Policy's monthly deductions while the insured is disabled. This rider may be purchased if your issue age is 15-55 years of age. We must receive proof that:

 

the insured is totally disabled;

the rider was in force when the insured became disabled;

the insured became disabled before the Policy anniversary nearest his/her 60th birthday; and

the insured is continuously disabled for at least six months.

 

We will not waive any deduction that becomes due more than one year before we receive written notice of your claim.

 

Disability Waiver and Income Rider

 

This rider has the same benefits as the Disability Waiver Rider, but adds a monthly income benefit for up to 120 months. This rider may be purchased if the insured’s issue age is 15-55 years of age. The minimum income amount for this rider is $10. The maximum income amount is the lesser of 0.2% of your specified amount or $300 per month.

 

Primary Insured Rider ("PIR") and Primary Insured Rider Plus ("PIR Plus")

 

Under the PIR and the PIR Plus, we provide term insurance coverage on a different basis from the coverage in your Policy.

 

Features of PIR and PIR Plus:

the rider increases the Policy's death benefit by the rider's face amount;

 

the PIR may be purchased from issue ages 0-70;

 

the PIR Plus may be purchased from issue ages 18-70;

 

 

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the PIR terminates when the insured turns 90, and the PIR Plus terminates when the insured turns 85;

 

the minimum purchase amount for the PIR and PIR Plus is $25,000. There is no maximum purchase amount;

 

we do not assess any additional surrender charge for PIR and PIR Plus;

 

generally PIR and PIR Plus coverage costs less than the insurance coverage under the Policy, but has no cash value;

 

you may cancel or reduce your rider coverage without decreasing your Policy's specified amount; and

 

you may generally decrease your specified amount without reducing your rider coverage.

 

 

 

Conditions to convert the rider:

your request must be in writing and sent to our mailing office;

 

the primary insured has not reached his/her 70th birthday;

 

the new policy is any permanent insurance policy that we currently offer;

 

subject to the minimum specified amount required for the new policy, the amount of the insurance under the new policy will equal the specified amount in force under the rider as long as it meets the minimum specified amount requirements of a Base Policy; and

 

we will base your premium on the primary insured's rate class under the rider.

 

 

 

Termination of the rider:

The rider will terminate on the earliest of:

 

when the insured turns 90 for a PIR and when the insured turns 85 for PIR Plus; or

 

the date the Policy terminates; or

 

the date you fully convert the rider; or

 

the Monthiversary on which you terminate the rider by written request to our mailing office.

 

It may cost you less to reduce your PIR or PIR Plus coverage than to decrease your Policy’s specified amount, because we do not deduct a surrender charge in connection with your PIR or PIR Plus. It may cost you more to keep a higher specified amount under the Base Policy, because the specified amount may have a cost of insurance that is higher than the cost of the same amount of coverage under your PIR or PIR Plus.

 

You should consult your registered representative to determine if you would benefit from PIR or PIR Plus. We may discontinue offering PIR or PIR Plus at any time. We may also modify the terms of these riders for new policies.

 

Terminal Illness Accelerated Death Benefit Rider

 

We will pay a "single-sum benefit" equal to:

 

the death benefit on the date we pay the single-sum benefit; multiplied by

the election percentage of the death benefit you elect to receive; divided by

1 + i ("i" equals the interest rate determined under the Internal Revenue Code Section 846©(2) (also known as the Applicable Federal Interest Rate) or the Policy loan interest rate expressed in arrears, whichever is greater) (“discount factor”); minus

any indebtedness at the time we pay the single-sum benefit, multiplied by the election percentage.

 

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                This rider allows us to pay all or a portion of the death benefit once we receive satisfactory proof at our mailing office that the insured is ill and has a life expectancy of one year or less. A doctor must certify the insured's life expectancy.

 

The maximum terminal illness death benefit used to determine the single-sum benefit as defined above is equal to:

 

the death benefit available under the Policy once we receive satisfactory proof that the insured is ill; plus

the benefit available under any PIR or PIR Plus in force.

a single-sum benefit may not be greater than $500,000.

 

 

The election percentage is a percentage that you select. It may not be greater than 100%.

 

We will not pay a benefit under the rider if the insured's terminal condition results from self-inflicted injuries that occur during the period specified in your Policy's suicide provision.

 

The rider terminates at the earliest of:

 

the date the Policy terminates;

the date a settlement option takes effect;

the date we pay a single-sum benefit; or

the date you terminate the rider.

 

We do not assess an administrative charge for this rider; however, we do reduce the single sum benefit by a discount factor to compensate us for lost income due to the early payment of the death benefit. This rider may not be available in all states, or its terms may vary depending on a state's insurance law requirements.

 

                For example, suppose before the owner elects the single sum benefit, a Policy has a $400,000 death benefit and a $10,000 loan balance. The Applicable Federal Interest Rate for 2007 is 3.97% and the Policy loan interest rate is 5.2% in advance, or 5.49 in arrears (Policies issued before a certain date would use 7.4% in advance; see “Loans” in this prospectus). Because the greater of these is 5.49%, that is the interest rate that will be used to discount the single sum benefit. The owner elects to accelerate 50% of the death benefit, so the single sum benefit equals $184,600, which is [($400,000 x 0.50 / 1.0549) - ($10,000 x 0.50)]. After the acceleration, the remaining death benefit is $200,000, which is 50% of $400,000, and all Policy values will be reduced by 50%.

 

                The tax consequences of adding this rider to an existing Policy or requesting payment under the rider are uncertain and you should consult a tax advisor before doing so.

 

Additional Information

 

Sale of the Policies

  Distribution and Principal Underwriting Agreement. On May 1, 2007, our affiliate, TCI, replaced our affiliate, AFSG, as principal underwriter for the Policies. We have entered into a principal underwriting and distribution agreement with our affiliate, TCI, for the distribution and sale of the Policies. We reimburse TCI for certain expenses it

 

58

 


 

incurs in order to pay for the distribution of the Policies (e.g., commissions payable to selling firms selling the Policies, as described below.)

 

                Compensation to Broker-Dealers Selling the Policies. The Policies are offered to the public through broker-dealers ("selling firms") that are 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 selling firms. We may also provide compensation to a limited number of broker-dealers for providing ongoing service in relation to Policies that have already been purchased.

 

                The selling firms are paid commissions for the promotion and sale of the Policies according to one or more schedules. The amount and timing of commissions may vary depending on the selling agreement. The sales commission paid to broker-dealers during 2006 was, on average, 3.5% of all premiums made during Policy years 2 – 10. We will pay an additional trail commission of up to 0.25% of the Policy's subaccount value (excluding the fixed account) on the Policy anniversary if the cash value (minus amounts attributable to loans) equals at least $10,000. Additional sales commissions may also be payable on premiums paid as a result of an increase in specified amount. Some selling firms may be required to return first year commissions (less surrender charge) if the Policy is not continued through the first two Policy years.

 

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

 

The registered representative who sells you the Policy typically receives a portion of the compensation we (and our affiliates) pay to the selling firms, depending on the agreement between the selling firm and its registered representative and the firm’s internal compensation program. These programs may include other types of cash and non-cash compensation and other benefits. Ask your sales representative for further information about the compensation your sales representative, and the selling firm that employs your sales representative, may receive in connection with your purchase of a Policy. Also inquire about any revenue sharing arrangements that we and our affiliates may have with the selling firm, including the conflicts of interests that such arrangements may create.

 

                Special Compensation For Affiliated Wholesaling and Selling Firms. Our parent company provides paid-in capital to TCI and pays the cost of TCI’s operating and other expenses, including costs for facilities, legal and accounting services, and other internal administrative functions.

 

                Western Reserve’s two main distribution channels are ISI and WGS, both affiliates, who sell Western Reserve products.

 

Western Reserve underwrites the cost of ISI’s various facilities, third-party services and internal administrative functions, including employee salaries, sales representative training and computer systems, that are provided directly to ISI. These facilities and services are necessary for ISI’s administration and operation, and Western Reserve is compensated by ISI for these expenses based on ISI’s usage. In addition, Western Reserve and other affiliates pay for certain sales expenses of ISI, including the costs of preparing and producing prospectuses and sales promotional materials for the Policy.

 

WGS receives a 4% expense allowance on all commissions paid on first year variable life target premiums paid for sales of Western Reserve’s variable life insurance products. In addition, WGS indirectly receives a payment of 2% of first year variable life target premiums as a licensing and commission allowance.

 

Sales representatives and their managers at ISI and WGS may receive directly or indirectly additional cash benefits and non-cash compensation or reimbursements from us or our affiliates. Additional compensation or reimbursement arrangements may include payments in connection with the firm’s conferences or seminars, sales or training programs for invited selling representatives and other employees, seminars for the public, trips (such as travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items, and payments, loans or

 

59

 

 


loan guaranties to assist a firm or representative in connection with systems, operating, marketing and other business expenses. The amounts may be significant and may provide us with increased access to the sales representatives.

 

In addition, ISI’s managers and/or sales representatives who meet certain productivity standards may be eligible for additional compensation. Sales of the Policies by affiliated selling firms may help sales representatives and/or their managers qualify for certain benefits, and may provide such persons with special incentive to sell our Policies. For example, ISI’s and WGS’s registered representatives, general agents, marketing directors and supervisors may be eligible to participate in a voluntary stock purchase plan that permits participants to purchase stock of AEGON N.V. (Western Reserve’s ultimate parent) by allocating a portion of the commissions they earn to purchase such shares. A portion of the contributions of commissions by ISI’s representatives may be matched by ISI. ISI’s and WGS’s registered representatives may also be eligible to participate in a stock option and award plan. Registered representatives who meet certain production goals will be issued options on the stock of AEGON N.V.

 

Additional Compensation that We Pay to Selected Selling Firms. We 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 us 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 and seminars, and/or other services they provide to us and our affiliates. To the extent permitted by applicable law, we and other parties may allow other non-cash incentives and compensation to be paid to these selling firms. 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 or other criteria. For instance, Western Reserve made flat fee payments to several selling firms with payments ranging from $4,000 to $26,500 in 2006 for the sales of the Western Reserve’s insurance products.

 

During 2006, we had entered into “preferred product” arrangements with ISI, WGS, Girard Securities, Berthel Fisher, Equity Leadership Securities Group and Investors Capital Corp. We paid the following amounts (in addition to sales commissions and expense allowances) to these firms:

 

Name of Firm

Aggregate Amount Paid During 2006

Girard Securities

$4,000

Berthel Fisher

$10,000

Investors Capital Corp.

$14,500

Equity Leadership Securities Group

$26,500

 

No specific charge is assessed directly to policyowners 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 other incentive 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.

 

Legal Proceedings

 

Western Reserve, like other life insurance companies, is involved in lawsuits, including class action lawsuits. In some lawsuits involving 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, at the present time, it appears that there are no pending or threatened lawsuits that are likely to have a material adverse impact on the separate account, on TCI's ability to perform under its principal underwriting agreement, or on Western Reserve's ability to meet its obligations under the Policy.

 

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There continues to be significant federal and state regulatory activity relating to financial services companies. Western Reserve and certain of its affiliates have been examined by, and received requests for information from, the staff of the Securities and Exchange Commission (“SEC”). In particular, Western Reserve has responded to requests for documents and information from the SEC staff in connection with an ongoing investigation, which has included requests for testimony by Western Reserve, its personnel and other related persons regarding potential market timing and matters affecting certain employees and affiliates.

 

A number of other companies in this industry have announced settlements of enforcement actions with various regulatory agencies such as the SEC; those settlements have encompassed a wide range of remediation including injunctive relief, monetary penalties, and restitution.  Western Reserve and its affiliates are actively working with the SEC in this matter; however, the exact resolution cannot be determined at this time.  Although it is not possible to provide a meaningful estimate of the range of potential outcomes at this time, Western Reserve does not believe the resolution will be material to its financial position. Western Reserve and/or its affiliates, and not the separate account or its policyowners, will bear the costs regarding these regulatory matters.

 

Financial Statements

 

 

The financial statements of Western Reserve and the separate account are included in the SAI.

 

Performance Data

 

Rates of Return

 

The average rates of return in Table 1 reflect each subaccount's actual historical investment performance, modified to reflect certain of the Policy’s fees and charges. The total return of a subaccount measures performance from the date the subaccount begins investing in the underlying portfolios. When the first subaccount investing in the underlying portfolios has been in operation for 1, 3, 5 and 10 years, the total return for these periods will be provided, adjusted to reflect certain fees and charges for the Policy. We do not show performance for subaccounts in operation for less than six months. This information does not represent or project future investment performance.

 

The numbers reflect deductions for the annual mortality and expense risk charge (0.90%), investment management fees and direct fund operating expenses.

 

These rates of return do not reflect other charges that are deducted under the Policy or from the separate account (such as the premium expense charge, monthly deduction or the surrender charge). If these charges were deducted, performance would be significantly lower. These rates of return are not estimates, projections or guarantees of future performance.

 

We also show below comparable figures for the unmanaged Standard & Poor's Index of 500 Common Stocks ("S&P 500"), a widely used measure of stock market performance. The S&P 500 does not reflect any deduction for the expenses of operating and managing an investment portfolio.

 

Table 1

Average Annual Subaccount Total Return

For the Periods Ended on December 31, 2006

Subaccount

1 Year

3 Years

5 Years

10 Years or Inception

Subaccount Inception Date

WRL Asset Allocation – Conservative Portfolio

8.46%

7.12%

N/A

6.68%

05/01/02

WRL Asset Allocation – Growth Portfolio

14.58%

12.98%

N/A

9.35%

05/01/02

WRL Asset Allocation – Moderate Growth Portfolio

12.81%

11.41%

N/A

8.68%

05/01/02

WRL Asset Allocation – Moderate Portfolio

10.48%

9.10%

N/A

7.58%

05/01/02

WRL BlackRock Large Cap Value(1)

15.87%

16.01%

11.29%

9.02%

05/01/96

WRL Clarion Global Real Estate Securities

40.99%

27.80%

23.59%

14.71%

05/01/98

 

61

 


 

 

WRL Federated Growth & Income†(2)

1.84%

4.66%

7.59%

9.71%

03/01/94

WRL JPMorgan Core Bond†(3)

2.98%

2.65%

4.03%

4.92%

10/02/86

WRL JPMorgan Mid Cap Value

16.19%

12.59%

9.96%

8.16%

07/01/99

WRL Legg Mason Partners All Cap(4)

17.49%

9.44%

5.54%

7.85%

07/01/99

WRL Marsico Growth

4.41%

7.72%

2.80%

0.52%

07/01/99

WRL MFS International Equity(5)

21.96%

15.62%

8.44%

3.52%

01/02/97

WRL Munder Net50

(0.90)%

6.65%

4.09%

(2.46)%

07/01/99

WRL PIMCO Total Return

3.27%

2.74%

N/A

3.80%

05/01/02

WRL Templeton Transamerica Global†(6)

17.72%

10.67%

3.95%

6.91%

03/01/94

WRL Third Avenue Value

15.03%

18.76%

14.76%

12.88%

01/02/98

WRL Transamerica Balanced

8.14%

8.43%

N/A

6.75%

05/01/02

WRL Transamerica Convertible Securities

9.90%

8.27%

N/A

8.13%

05/01/02

WRL Transamerica Equity

7.73%

12.61%

N/A

10.35%

05/01/02

WRL Transamerica Growth Opportunities

4.15%

11.51%

N/A

7.92%

05/01/02

WRL Transamerica Money Market†(7)

3.80%

1.93%

1.24%

2.67%

10/02/86

WRL Transamerica Science & Technology (8)

0.10%

2.73%

(0.11)%

(12.31)%

05/01/00

WRL Transamerica Value Balanced†

14.23%

9.56%

5.99%

6.23%

01/03/95

WRL T. Rowe Price Equity Income

17.89%

11.44%

4.27%

4.26%

07/01/99

WRL T. Rowe Price Small Cap

2.66%

7.17%

3.95%

6.90%

07/01/99

WRL Van Kampen Mid-Cap Growth†

8.92%

7.22%

0.75%

7.17%

03/01/93

 

 

 

 

 

 

Fidelity VIP Contrafund® Portfolio

10.44%

13.37%

10.65%

4.60%

05/01/00

Fidelity VIP Equity-Income Portfolio

18.86%

11.09%

7.72%

6.24%

05/01/00

Fidelity VIP Growth Opportunities Portfolio

4.18%

5.93%

3.34%

(2.34)%

05/01/00

 

 

 

 

 

 

S&P 500†

13.62%

8.45%

4.32%

6.71%

10/02/86

 

Shows ten year performance.

(1)

Formerly Mercury Large Cap Value.

(2)

Formerly Federated Growth & Income.

(3)

Formerly AEGON Bond.

(4)

Formerly Salomon All Cap.

(5)

Formerly American Century International.

(6)

Formerly Templeton Great Companies Global.

(7)

The current yield more closely reflects the current earnings of the subaccount than the total return. An investment in this subaccount is not insured or guaranteed by the FDIC. While this subaccount's investment in shares of the underlying portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in this subaccount.

(8)

Formerly Great Companies – TechnologySM.

 

Because the WRL International Moderate Growth Fund subaccount commenced operations on May 1, 2006, and the ProFund VP Bull, ProFund VP OTC, ProFund VP Money Market, ProFund VP Short Small-Cap and ProFund VP Small-Cap subaccounts commenced operations on June 12, 2007, the above Table does not reflect rates of return for these subaccounts.

 

Some portfolios began operation before their corresponding subaccount. For these portfolios, we have included in Table 2 below adjusted portfolio performance from the portfolio's inception date. The adjusted portfolio performance is designed to show the performance that would have resulted if the subaccount had been in operation during the time the portfolio was in operation.

 

Table 2

Adjusted Historical Portfolio Average Annual Total Return

For the Periods Ended on December 31, 2006

 

Portfolio

1 Year

3 Years

5 Years

10 Years or Inception

Portfolio Inception Date

Asset Allocation – Conservative Portfolio

8.46%

7.12%

N/A

6.68%

05/01/02

 

62

 


 

 

Asset Allocation – Growth Portfolio

14.58%

12.98%

N/A

9.35%

05/01/02

Asset Allocation – Moderate Growth Portfolio

12.81%

11.41%

N/A

8.68%

05/01/02

Asset Allocation – Moderate Portfolio

10.48%

9.10%

N/A

7.58%

05/01/02

BlackRock Large Cap Value(1)

15.87%

16.01%

11.29%

9.02%

05/01/96

Clarion Global Real Estate Securities

40.99%

27.80%

23.59%

14.71%

05/01/98

Federated Market Opportunity†(2)

1.84%

4.66%

7.59%

9.71%

03/01/94

JPMorgan Core Bond†(3)

2.98%

2.65%

4.03%

4.92%

10/02/86

JPMorgan Mid Cap Value

16.19%

12.59%

9.96%

8.16%

05/03/99

Legg Mason Partners All Cap(4)

17.49%

9.44%

5.54%

7.85%

07/01/99

Marsico Growth

4.41%

7.72%

2.80%

0.52%

05/03/99

MFS International Equity(5)

21.96%

15.62%

8.44%

3.52%

01/02/97

Munder Net50

(0.90)%

6.65%

4.09%

(2.46)%

05/29/01

PIMCO Total Return

3.27%

2.74%

N/A

3.80%

05/01/02

Templeton Transamerica Global†(6)

17.72%

10.81%

3.95%

6.90%

12/03/92

Third Avenue Value

15.03%

18.76%

14.76%

12.88%

01/02/98

Transamerica Balanced

8.14%

8.43%

N/A

6.75%

05/01/02

Transamerica Convertible Securities

9.90%

8.27%

N/A

8.13%

05/01/02

Transamerica Equity†(7)

7.73%

12.61%

7.42%

11.40%

12/31/80

Transamerica Growth Opportunities(8)

4.15%

11.51%

8.89%

9.83%

05/02/01

Transamerica Money Market†(9)

3.80%

1.93%

1.24%

2.67%

10/02/86

Transamerica Science & Technology(10)

0.10%

2.73%

(0.11)%

(12.31)%

05/01/00

Transamerica Value Balanced†

14.23%

9.56%

5.99%

6.23%

01/03/95

T. Rowe Price Equity Income(11)

17.89%

11.44%

8.28%

11.33%

05/03/99

T. Rowe Price Small Cap

2.66%

7.17%

4.27%

4.26%

05/03/99

Van Kampen Mid-Cap Growth†

8.92%

7.22%

0.75%

7.17%

03/01/93

 

 

 

 

 

 

Fidelity VIP Contrafund® Portfolio†

11.80%

14.32%

11.13%

9.89%

01/03/95

Fidelity VIP Equity-Income Portfolio†

16.90%

13.07%

7.72%

7.58%

10/09/86

Fidelity VIP Growth Opportunities Portfolio†

6.78%

8.40%

4.08%

2.97%

01/03/95

 

 

 

 

 

 

ProFund VP Bull

12.62%

6.79%

2.67%

2.42%

05/01/01

ProFund VP OTC

4.50%

(0.85)%

(2.94)%

2.28%

01/22/01

ProFund VP Money Market

1.38%

(0.18)%

(0.49)%

0.35%

10/29/01

ProFund VP Short Small-Cap

(12.59)%

(8.85)%

N/A

(2.88)%

09/03/02

ProFund VP Small-Cap

13.71%

5.15%

4.78%

2.09%

05/01/01

 

 

 

 

 

 

S&P 500†

13.62%

8.45%

4.32%

6.71%

10/02/86

 

Shows ten year performance.

(1)

Formerly Mercury Large Cap Value.

(2)

Formerly Federated Growth & Income.

(3)

Formerly AEGON Bond.

(4)

Formerly Salomon All Cap.

(5)

Formerly American Century International.

(6)

Formerly Templeton Great Companies Global.

(7)

The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Growth Portfolio of Transamerica Variable Insurance Fund, Inc.

(8)

The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Small Company Portfolio of Transamerica Variable Insurance Fund, Inc.

(9)

The current yield more closely reflects the current earnings of the subaccount than the total return. An investment in this subaccount is not insured or guaranteed by the FDIC. While this subaccount's investment in shares of the underlying portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in this subaccount.

(10)

Formerly Great Companies – TechnologySM.

(11)           The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, T. Rowe Price Equity Income Portfolio of the Endeavor Series Trust.

 

Because the International Moderate Growth Fund portfolio commenced operations on May 1, 2006, the above Table does not reflect rates of return for this portfolio.

 

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                The annualized yield for the WRL Transamerica Money Market subaccount for the seven days ended December 31, 2006 was 4.06%.

 

                Additional information regarding the investment performance of the portfolios appears in the fund prospectuses, which accompany this prospectus.

 

Table of Contents of the Statement of Additional Information

 

Glossary

The Policy – General Provisions

 

Ownership Rights

 

Our Right to Contest the Policy

 

Suicide Exclusion

 

Misstatement of Age or Gender

 

Modifying the Policy

 

Mixed and Shared Funding

 

Addition, Deletion, or Substitution of Portfolios

Additional Information

 

Settlement Options

 

Additional Information about Western Reserve and the Separate Account

 

Variations in Policy Provisions

 

Personalized Illustrations of Policy Benefits

 

Sale of the Policies

 

Report to Owners

 

Records

 

Independent Registered Public Accounting Firm

 

Experts

 

Financial Statements

Underwriters

 

Underwriting Standards

IMSA

Performance Data

 

Other Performance Data in Advertising Sales Literature

 

Western Reserve’s Published Ratings

Index to Financial Statements

 

WRL Series Life Account

 

Western Reserve Life Assurance Co. of Ohio

 

 

64

 

 


Glossary

 

accounts

The options to which you can allocate your money. The accounts include the fixed account and the subaccounts in the separate account.

 

 

administrative office

Our administrative office address is P.O. Box 5068, Clearwater, Florida, 33758-5068. Our street address is 570 Carillon Parkway, St. Petersburg, Florida, 33716. Our phone number is 1-800-851-9777. Our hours are Monday – Friday from 8:30 a.m. – 7:00 p.m. Eastern time. Please do not send any money, correspondence or notices to this office; send them to the mailing address.

 

 

attained age

The issue age of the person insured, plus the number of completed years since the Policy date.

 

 

beneficiary(ies)

The person or persons you select to receive the death benefit from the Policy. You name the primary beneficiary and contingent beneficiaries.

 

 

cash value

The sum of your Policy's value in the subaccounts and the fixed account. If there is a Policy loan outstanding, the cash value includes any amounts held in our fixed account to secure the Policy loan.

 

 

death benefit proceeds

The amount we will pay to the beneficiary(ies) on the insured's death. We will reduce the death benefit proceeds by the amount of any outstanding loan amount and any due and unpaid monthly deductions. We will increase the death benefit proceeds by any interest you paid in advance on the loan for the period between the date of death and the next Policy anniversary.

 

 

fixed account

An option to which you may allocate net premiums and cash value. We guarantee that any amounts you allocate to the fixed account will earn interest at a declared rate. The fixed account is part of our general account. New Jersey: the fixed account is not available to you if your Policy was issued in the State of New Jersey.

 

 

free-look period

The period during which you may return the Policy and receive a refund as described in the prospectus. The length of the free-look period varies by state. The free-look period is listed in the Policy.

 

 

funds

Investment companies which are registered with the U.S. Securities and Exchange Commission. The Policy allows you to invest in the portfolios of the funds through our subaccounts. We reserve the right to add other registered investment companies to the Policy in the future.

 

 

guideline premium

The level annual premium payment you must pay so that we can provide the benefits you selected through the maturity date. The amount of the payment is based on particular facts relating to the insured and certain assumptions allowed by law. The guideline premium is shown on your Policy schedule page.

 

 

in force

While coverage under the Policy is active and the insured's life remains insured.

 

 

initial premium

The amount you must pay before insurance coverage begins under the Policy. The initial premium is shown on the schedule page of your Policy.

 

 

insured

The person whose life is insured by the Policy.

 

 

issue age

The insured's age on his or her birthday nearest to the Policy date.

 

 

 

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lapse

When life insurance coverage ends because you do not have enough cash value in the Policy to pay the monthly deduction, the surrender charge and any outstanding loan amount, and you have not made a sufficient payment by the end of a grace period.

 

 

loan amount

The total amount of all outstanding Policy loans, including both principal and interest due.

 

 

loan reserve account

A part of the fixed account to which amounts are transferred as collateral for Policy loans.

 

 

mailing address

Our mailing address is 4333 Edgewood Road, N.E., Cedar Rapids, Iowa, 52499. All premium payments, loan repayments, correspondence and notices must be sent to this address.

 

 

maturity date

The Policy anniversary nearest the insured's 95th birthday if the insured is living and the Policy is still in force. It is the date when life insurance coverage under this Policy ends. You may continue coverage, at your option, under the Policy's extended maturity date benefit provision.

 

 

minimum monthly guarantee premium

The amount shown on your Policy schedule page that we use during the no lapse period to determine whether a grace period will begin. We make this determination whenever your net surrender value is not enough to meet monthly deductions. If you pay your minimum monthly guarantee premium each month during the no lapse period, your Policy will not lapse, so long as you do not take a loan, increase the specified amount, or add a rider.

 

 

Monthiversary

This is the day of each month when we determine Policy charges and deduct them from cash value. It is the same date each month as the Policy date. If there is no valuation date in the calendar month that coincides with the Policy date, the Monthiversary is the next valuation date.

 

 

monthly deduction

The monthly Policy charge, plus the monthly cost of insurance, plus the monthly charge for any riders added to your Policy.

 

 

net premium

The part of your premium that we allocate to the fixed account or the subaccounts. The net premium is equal to the premium you paid minus the premium expense charge and the premium collection charge.

 

 

net surrender value

The amount we will pay you if you surrender the Policy while it is in force. The net surrender value on the date you surrender is equal to: the cash value minus any surrender charge, minus any outstanding loan amount, plus any interest you paid in advance on the loan for the period between the date of surrender and the next Policy anniversary.

 

 

no lapse date

For a Policy issued to any insured ages 0-60, the no lapse date is either the anniversary on which the insured's attained age is 65 or the tenth Policy anniversary, whichever is earlier. For a Policy issued to an insured ages 61-75, the no lapse date is the fifth Policy anniversary. The no lapse date is specified in your Policy.

 

 

no lapse period

The period of time between the Policy date and the no lapse date during which the Policy will not lapse if certain conditions are met.

 

 

NYSE

The New York Stock Exchange.

 

 

planned periodic premium

A premium payment you make in a level amount at a fixed interval over a specified period of time.

 

 

 

66

 


 

 

Policy date

The date when our underwriting process is complete, full life insurance coverage goes into effect, we begin to make monthly deductions, and your initial net premium is allocated to the WRL Transamerica Money Market subaccount. The Policy date is shown on the schedule page of your Policy. We measure Policy months, years, and anniversaries from the Policy date.

 

 

portfolio

One of the separate investment portfolios of a fund.

 

 

premiums

All payments you make under the Policy other than loan repayments.

 

 

record date

The date we record your Policy on our books as an in force Policy, and we allocate your cash value from the WRL Transamerica Money Market subaccount to the accounts that you selected on your application.

 

 

separate account

The WRL Series Life Account. It is a separate investment account that is divided into subaccounts. We established the separate account to receive and invest net premiums under the Policy and other variable life insurance policies we issue.

 

 

specified amount

The minimum death benefit we will pay under the Policy provided the Policy is in force. The initial specified amount of life insurance that you have selected shown on the Policy’s schedule page, unless you increase or decrease the specified amount. In addition, we will reduce the specified amount by the dollar amount of any cash withdrawal if you choose the Option A (level) death benefit.

 

 

subaccount

A subdivision of the separate account that invests exclusively in shares of one investment portfolio of a fund.

 

 

surrender charge

If, during the first 15 Policy years, you fully surrender the Policy, we will deduct a surrender charge from your cash value. We will deduct an additional surrender charge for 15 years following an increase in the specified amount.

 

 

termination

When the insured's life is no longer insured under the Policy or any rider, and the Policy and any rider are no longer in force.

 

 

valuation date

Each day the New York Stock Exchange is open for trading. Western Reserve is open for business whenever the New York Stock Exchange is open.

 

 

valuation period

The period of time over which we determine the change in the value of the subaccounts. Each valuation period begins at the close of normal trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time on each valuation date) and ends at the close of normal trading of the New York Stock Exchange on the next valuation date.

 

 

we, us, our (Western Reserve)

Western Reserve Life Assurance Co. of Ohio.

 

 

written notice

The written notice you must sign and send us to request or exercise your rights as owner under the Policy. To be complete, it must: (1) be in a form we accept, (2) contain the information and documentation that we determine we need to take the action you request, and (3) be received at our mailing office.

 

 

you, your (owner or policyowner)

The person entitled to exercise all rights as owner under the Policy.

 

 

 

67

 


 

Appendix A

Illustrations

 

The following illustrations show how certain values under a sample Policy would change with different rates of fictional investment performance over an extended period of time. In particular, the illustrations show how the death benefit, cash value, and net surrender value under a Policy issued to an insured of a given age, would change over time if the premiums indicated were paid and the return on the assets in the subaccounts were a uniform gross annual rate (before any expenses) of 0%, 6% or 10%. The tables illustrate Policy value that would result based on assumptions that you pay the premiums indicated, you do not change your specified amount, and you do not take any cash withdrawals or Policy loans. The values under the Policy will be different from those shown even if the returns averaged 0%, 6% or 10%, but fluctuated over and under those averages throughout the years shown.

 

We based the illustration on page 69 on a Policy for an insured who is a 35 year old male in the Ultimate Select rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $1,200, a $100,000 initial specified amount and death benefit Option A. The illustration on that page also assumes cost of insurance charges based on our current cost of insurance rates.

 

The illustration for the representative insured on page 70 is based on the same factors of those on page 69, except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the 1980 Commissioners Standard Ordinary Mortality Table).

 

The amounts shown in the illustrations for the death benefits, cash values and net surrender values take into account all Policy, subaccount and portfolio fees assessed under the Policy and the timing of those charges. The current illustration uses current charges and the guaranteed illustration uses guaranteed charges. These charges are:

 

(1)

the daily charge for assuming mortality and expense risks assessed against each subaccount. This charge is equivalent to an annual charge of 0.90% of the average net assets of the subaccounts;

(2)    estimated daily expenses equivalent to an effective arithmetic average annual expense level of 0.98% of the portfolios’ gross average daily net assets. The 0.98% gross average portfolio expense level assumes an equal allocation of amounts among the 32 subaccounts available to new investors. We used annualized actual audited expenses incurred during 2006 for the portfolios to calculate the gross average annual expense level; and

(3)    the premium expense charge (6.0% of all premium payments during the first ten Policy years and 2.5% of all premiums paid thereafter) and cash value charges using the current monthly Policy charge.

 

The hypothetical returns shown in the tables are provided only to illustrate the mechanics of a hypothetical policy and do not represent past or future investment rates of return. Tax charges that may be attributable to the separate account are not reflected because we are not currently making such charges. If tax charges are deducted in the future, the separate account would have to earn a sufficient amount in excess of 0%, 6% or 10% or cover any tax charges to produce after tax returns of 0%, 6% or 10%. Your actual rates of return for a particular Policy likely will be more or less than the hypothetical investment rates of return. The actual return on your cash value will depend on factors such as the amounts you allocate to particular portfolios, the amounts deducted for the Policy’s monthly charges and other charges, the portfolios’ expense ratios, and your loan and withdrawal history, in addition to the actual investment experience of the portfolios.

 

We will furnish the owner, upon request, a personalized illustration reflecting the proposed insured’s age, gender, risk classification and desired Policy features. Contact your registered representative or our administrative office. (See prospectus back cover – Inquiries.)

 

68

 

 


WRL FREEDOM EQUITY PROTECTOR

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

 

Specified Amount

$100,000

Ultimate Select Class

 

Annual Premium

$1,200

Option Type A

Using Current Cost of Insurance Rates

 

 

 

DEATH BENEFIT

Assuming Hypothetical Gross and Net Annual Investment Return of

CASH VALUE

Assuming Hypothetical Gross and Net Annual Investment Return of

End of Policy Year

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

1

100,000

100,000

100,000

894

955

995

2

100,000

100,000

100,000

1,769

1,947

2,069

3

100,000

100,000

100,000

2,623

2,975

3,226

4

100,000

100,000

100,000

3,457

4,042

4,474

5

100,000

100,000

100,000

4,266

5,144

5,813

6

100,000

100,000

100,000

5,049

6,281

7,252

7

100,000

100,000

100,000

5,805

7,453

8,796

8

100,000

100,000

100,000

6,534

8,661

10,455

9

100,000

100,000

100,000

7,224

9,895

12,225

10

100,000

100,000

100,000

7,881

11,161

14,122

15

100,000

100,000

100,000

10,839

18,229

26,166

20

100,000

100,000

100,000

12,920

26,363

43,660

25

100,000

100,000

100,000

14,749

36,482

70,132

30 (Age 65)

100,000

100,000

133,679

15,551

48,492

109,573

35 (Age 70)

100,000

100,000

194,088

14,946

62,951

167,317

40 (Age 75)

100,000

100,000

269,919

12,710

81,039

252,260

45 (Age 80)

100,000

109,584

396,599

7,470

104,366

377,713

50 (Age 85)

*

139,550

588,564

*

132,905

560,537

55 (Age 90)

*

175,224

866,402

*

166,880

825,145

60 (Age 95)

*

210,630

1,226,959

*

208,544

1,214,811

 

 

NET SURRENDER VALUE

Assuming Hypothetical Gross and Net Annual Investment Return of

End of Policy Year

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

End of Policy Year

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

1

119

180

220

20

12,920

26,363

43,660

2

943

1,121

1,244

25

14,749

36,482

70,132

3

1,747

2,099

2,350

30 (Age 65)

15,551

48,492

109,573

4

2,531

3,116

3,547

35 (Age 70)

14,946

62,951

167,317

5

3,290

4,167

4,837

40 (Age 75)

12,710

81,039

252,260

6

4,022

5,254

6,225

45 (Age 80)

7,470

104,366

377,713

7

4,728

6,375

7,718

50 (Age 85)

*

132,905

560,537

8

5,407

7,534

9,327

55 (Age 90)

*

166,880

825,145

9

6,046

8,717

11,046

60 (Age 95)

*

208,544

1,214,811

10

6,652

9,933

12,893

 

 

 

 

15

10,839

18,229

26,166

 

 

 

 

 

* In the absence of an additional payment, the Policy would lapse.

 

69

 


 

WRL FREEDOM EQUITY PROTECTOR

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

 

 

Specified Amount

$100,000

Ultimate Select Class

 

Annual Premium

$1,200

Option Type A

Using Guaranteed Cost of Insurance Rates

 

 

 

DEATH BENEFIT

Assuming Hypothetical Gross and Net Annual Investment Return of

CASH VALUE

Assuming Hypothetical Gross and Net Annual Investment Return of

End of Policy Year

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

1

100,000

100,000

100,000

894

955

995

2

100,000

100,000

100,000

1,751

1,929

2,051

3

100,000

100,000

100,000

2,584

2,933

3,183

4

100,000

100,000

100,000

3,390

3,970

4,397

5

100,000

100,000

100,000

4,170

5,037

5,699

6

100,000

100,000

100,000

4,923

6,137

7,095

7

100,000

100,000

100,000

5,646

7,268

8,591

8

100,000

100,000

100,000

6,341

8,431

10,195

9

100,000

100,000

100,000

7,006

9,626

11,915

10

100,000

100,000

100,000

7,641

10,855

13,760

15

100,000

100,000

100,000

10,506

17,727

25,499

20

100,000

100,000

100,000

12,307

25,433

42,378

25

100,000

100,000

100,000

12,468

33,737

67,059

30 (Age 65)

100,000

100,000

126,780

10,020

42,317

103,918

35 (Age 70)

100,000

100,000

182,097

2,828

50,528

156,980

40 (Age 75)

*

100,000

250,025

*

57,433

233,668

45 (Age 80)

*

100,000

363,410

*

60,922

346,105

50 (Age 85)

*

100,000

529,309

*

56,125

504,104

55 (Age 90)

*

100,000

755,907

*

19,794

719,912

60 (Age 95)

*

*

1,043,658

*

*

1,033,325

 

 

NET SURRENDER VALUE

Assuming Hypothetical Gross and Net Annual Investment Return of

End of Policy Year

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

End of Policy Year

0% (Gross)

-0.98% (Net)

6% (Gross)

5.02% (Net)

10% (Gross)

9.02% (Net)

1

119

180

220

20

12,307

25,433

42,378

2

926

1,103

1,225

25

12,468

33,737

67,059

3

1,708

2,058

2,307

30 (Age 65)

10,020

42,317

103,918

4

2,464

3,043

3,471

35 (Age 70)

2,828

50,528

156,980

5

3,193

4,061

4,722

40 (Age 75)

*

57,433

233,668

6

3,896

5,110

6,068

45 (Age 80)

*

60,922

346,105

7

4,569

6,190

7,513

50 (Age 85)

*

56,125

504,104

8

5,214

7,303

9,067

55 (Age 90)

*

19,794

719,912

9

5,828

8,448

10,736

60 (Age 95)

*

*

1,033,325

10

6,412

9,626

12,532

 

 

 

 

15

10,506

17,727

25,499

 

 

 

 

 

* In the absence of an additional payment, the Policy would lapse.

 

70

 


 

Prospectus Back Cover

 

Personalized Illustrations of Policy Benefits

 

               In order to help you understand how your Policy values could vary over time under different sets of assumptions, we will provide you, without charge and upon request, with certain personalized hypothetical illustrations showing the death benefit, net surrender value and cash value. These hypothetical illustrations will be based on the age and insurance risk characteristics of the insured persons under your Policy and such factors as the specified amount, death benefit option, premium payment amounts, and hypothetical rates of return (within limits) that you request. The illustrations are not a representation or guarantee of investment returns or cash value.

 

Inquiries

 

To learn more about the Policy, you should read the SAI dated the same date as this prospectus. The SAI has been filed with the SEC and is incorporated herein by reference. The table of contents of the SAI is included near the end of this prospectus.

 

For a free copy of the SAI, for other information about the Policy, and to obtain personalized illustrations, please contact your agent, or our administrative office at:

 

 

Western Reserve Life

 

P.O. Box 5068

 

Clearwater, Florida 33758-5068

 

1-800-851-9777

 

Facsimile: 1-727-299-1620

 

(Monday - Friday from 8:30 a.m. - 7:00 p.m. Eastern time)

 

www.westernreserve.com

 

 

More information about the Registrant (including the SAI) may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the operation of the Public Reference Room, please contact the SEC at 202-551-8090. You may also obtain copies of reports and other information about the Registrant on the SEC’s website at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 100 F Street, NE, Washington, D.C. 20549. The Registrant’s file numbers are listed below.

 

 

 

 

TCI serves as the principal underwriter for the Policies. More information about TCI is available at http://www.nasd.com or by calling

1-800-289-9999. You also can obtain an investor brochure from NASD, Inc. describing its Public Disclosure Program.

 

SEC File No. 33-31140/811-4420

 

WRL00011-5/2007

 

71

 

 


 

 

 

PART B

 

INFORMATION REQUIRED IN A

STATEMENT OF ADDITIONAL INFORMATION

 

 

 


 

 

STATEMENT OF ADDITIONAL INFORMATION

 

May 1, 2007

WRL FREEDOM EQUITY PROTECTOR®

issued through

WRL Series Life Account

by

Western Reserve Life Assurance Co. of Ohio

 

Administrative Office:

570 Carillon Parkway

St. Petersburg, Florida 33716

 

Direct all payments, correspondence and notices to the Mailing Office:

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499

1-800-851-9777

(727) 299-1800

 

This Statement of Additional Information (“SAI”) expands upon subjects discussed in the current prospectus for the WRL Freedom Equity Protector® flexible premium variable life insurance policy offered by Western Reserve Life Assurance Co. of Ohio. You may obtain a copy of the prospectus dated May 1, 2007, by calling our administrative office at 1-800-851-9777 (Monday – Friday from 8:30 a.m. – 7:00 p.m. Eastern time), or by writing to the administrative office at, Western Reserve Life, P.O. Box 5068, Clearwater, Florida 33758-5068. The prospectus sets forth information that a prospective investor should know before investing in a Policy. Terms used in this SAI have the same meanings as in the prospectus for the Policy.

 

This SAI is not a prospectus and should be read only in conjunction with the prospectuses for the Policy and the

AEGON/Transamerica Series Trust – Initial Class, the Fidelity Variable Insurance Products Funds – Service Class 2 Shares and the ProFunds Trust.

 

 

 

 

 

 

 

 

WRL00186-05/2007

 


 

Table of Contents

 

 

Records

8

 

Experts

9

IMSA

9

 

 

 


 

Glossary

 

accounts

The options to which you can allocate your money. The accounts include the fixed account and the subaccounts in the separate account.

 

 

administrative office

Our administrative office address is P.O. Box 5068, Clearwater, Florida, 33758-5068. Our street address is 570 Carillon Parkway, St. Petersburg, Florida, 33716. Our phone number is 1-800-851-9777. Our hours are Monday – Friday from 8:30 a.m. – 7:00 p.m. Eastern time. Please do not send any money, correspondence or notices to this office; send them to the mailing address.

 

 

attained age

The issue age of the person insured, plus the number of completed years since the Policy date.

 

 

beneficiary(ies)

The person or persons you select to receive the death benefit from the Policy. You name the primary beneficiary and contingent beneficiaries.

 

 

cash value

The sum of your Policy's value in the subaccounts and the fixed account. If there is a Policy loan outstanding, the cash value includes any amounts held in our fixed account to secure the Policy loan.

 

 

death benefit proceeds

The amount we will pay to the beneficiary(ies) on the insured's death. We will reduce the death benefit proceeds by the amount of any outstanding loan amount and any due and unpaid monthly deductions. We will increase the death benefit proceeds by any interest you paid in advance on the loan for the period between the date of death and the next Policy anniversary.

 

 

fixed account

An option to which you may allocate net premiums and cash value. We guarantee that any amounts you allocate to the fixed account will earn interest at a declared rate. The fixed account is part of our general account. New Jersey: the fixed account is not available to you if your Policy was issued in the State of New Jersey.

 

 

free-look period

The period during which you may return the Policy and receive a refund as described in the prospectus. The length of the free-look period varies by state. The free-look period is listed in the Policy.

 

 

funds

Investment companies which are registered with the U.S. Securities and Exchange Commission. The Policy allows you to invest in the portfolios of the funds through our subaccounts. We reserve the right to add other registered investment companies to the Policy in the future.

 

 

guideline premium

The level annual premium payment you must pay so that we can provide the benefits you selected through the maturity date. The amount of the payment is based on particular facts relating to the insured and certain assumptions allowed by law. The guideline premium is shown on your Policy schedule page.

 

 

in force

While coverage under the Policy is active and the insured's life remains insured.

 

 

initial premium

The amount you must pay before insurance coverage begins under the Policy. The initial premium is shown on the schedule page of your Policy.

 

 

insured

The person whose life is insured by the Policy.

 

 

issue age

The insured's age on his or her birthday nearest to the Policy date.

 

 

lapse

When life insurance coverage ends because you do not have enough cash value in the Policy to pay the monthly deduction, the surrender charge and any outstanding loan amount, and you have not made a sufficient payment by the end of a grace period.

 

 

loan amount

The total amount of all outstanding Policy loans, including both principal and interest due.

 

i

 


 

 

 

 

loan reserve account

A part of the fixed account to which amounts are transferred as collateral for Policy loans.

 

 

mailing address

Our mailing address is 4333 Edgewood Road, N.E., Cedar Rapids, Iowa, 52499. All premium payments, loan repayments, correspondence and notices must be sent to this address.

 

 

maturity date

The Policy anniversary nearest the insured's 95th birthday if the insured is living and the Policy is still in force. It is the date when life insurance coverage under this Policy ends. You may continue coverage, at your option, under the Policy's extended maturity date benefit provision.

 

 

minimum monthly guarantee premium

The amount shown on your Policy schedule page that we use during the no lapse period to

determine whether a grace period will begin. We make this determination whenever your net surrender value is not enough to meet monthly deductions. If you pay your minimum monthly guarantee premium each month during the no lapse period, your Policy will not lapse, so long as you do not take a loan, increase the specified amount, or add a rider.

 

 

Monthiversary

This is the day of each month when we determine Policy charges and deduct them from cash value. It is the same date each month as the Policy date. If there is no valuation date in the calendar month that coincides with the Policy date, the Monthiversary is the next valuation date.

 

 

monthly deduction

The monthly Policy charge, plus the monthly cost of insurance, plus the monthly charge for any riders added to your Policy.

 

 

net premium

The part of your premium that we allocate to the fixed account or the subaccounts. The net premium is equal to the premium you paid minus the premium expense charge and the premium collection charge.

 

 

net surrender value

The amount we will pay you if you surrender the Policy while it is in force. The net surrender value on the date you surrender is equal to: the cash value minus any surrender charge, minus any outstanding loan amount, plus any interest you paid in advance on the loan for the period between the date of surrender and the next Policy anniversary.

 

 

no lapse date

For a Policy issued to any insured ages 0-60, the no lapse date is either the anniversary on which the insured's attained age is 65 or the tenth Policy anniversary, whichever is earlier. For a Policy issued to an insured ages 61-75, the no lapse date is the fifth Policy anniversary. The no lapse date is specified in your Policy.

 

 

no lapse period

The period of time between the Policy date and the no lapse date during which the Policy will not lapse if certain conditions are met.

 

 

NYSE

The New York Stock Exchange.

 

 

planned periodic premium

A premium payment you make in a level amount at a fixed interval over a specified period of time.

 

 

Policy date

The date when our underwriting process is complete, full life insurance coverage goes into effect, we begin to make monthly deductions, and your initial net premium is allocated to the WRL Transamerica Money Market subaccount. The Policy date is shown on the schedule page of your Policy. We measure Policy months, years, and anniversaries from the Policy date.

 

 

portfolio

One of the separate investment portfolios of a fund.

 

 

premiums

All payments you make under the Policy other than loan repayments.

 

1

 


 

 

 

 

 

 

record date

The date we record your Policy on our books as an in force Policy, and we allocate your cash value from the WRL Transamerica Money Market subaccount to the accounts that you selected on your application.

 

 

separate account

The WRL Series Life Account. It is a separate investment account that is divided into subaccounts. We established the separate account to receive and invest net premiums under the Policy and other variable life insurance policies we issue.

 

 

specified amount

The minimum death benefit we will pay under the Policy provided the Policy is in force. The initial specified amount of life insurance that you have selected shown on the Policy’s schedule page, unless you increase or decrease the specified amount. In addition, we will reduce the specified amount by the dollar amount of any cash withdrawal if you choose the Option A (level) death benefit.

 

 

subaccount

A subdivision of the separate account that invests exclusively in shares of one investment portfolio of a fund.

 

 

surrender charge

If, during the first 15 Policy years, you fully surrender the Policy, we will deduct a surrender charge from your cash value. We will deduct an additional surrender charge for 15 years following an increase in the specified amount.

 

 

termination

When the insured's life is no longer insured under the Policy or any rider, and the Policy or any rider is no longer in force.

 

 

valuation date

Each day the New York Stock Exchange is open for trading. Western Reserve is open for business whenever the New York Stock Exchange is open.

 

 

valuation period

The period of time over which we determine the change in the value of the subaccounts. Each valuation period begins at the close of normal trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time on each valuation date) and ends at the close of normal trading of the New York Stock Exchange on the next valuation date.

 

 

we, us, our (Western Reserve)

Western Reserve Life Assurance Co. of Ohio.

 

 

written notice

The written notice you must sign and send us to request or exercise your rights as owner under the Policy. To be complete, it must: (1) be in a form we accept, (2) contain the information and documentation that we determine we need to take the action you request, and (3) be received at our mailing office.

 

 

you, your (owner or policyowner)

The person entitled to exercise all rights as owner under the Policy.

 

 

 

2

 


 

In order to supplement the description in the prospectus, the following provides additional information about Western Reserve and the Policy, which may be of interest to a prospective purchaser.

 

The Policy – General Provisions

 

Ownership Rights

 

The Policy belongs to the owner named in the application. The owner may exercise all of the rights and options described in the Policy. The owner is the insured unless the application specifies a different person as the insured. If the owner dies before the insured and no contingent owner is named, then ownership of the Policy will pass to the owner's estate. The owner may exercise certain rights described below.

 

Changing the Owner

Change the owner by providing written notice to us at our mailing office at any time while the insured is alive and the Policy is in force.

 

Change is effective as of the date that the written notice is accepted by us at our mailing office.

 

Changing the owner does not automatically change the beneficiary.

 

Changing the owner may have tax consequences. You should consult a tax advisor before changing the owner.

 

We are not liable for payments we made before we received the written notice at our mailing office.

 

Choosing the Beneficiary

The owner designates the beneficiary (the person to receive the death benefit when the insured dies) in the application.

 

If the owner designates more than one beneficiary, then each beneficiary shares equally in any death benefit proceeds unless the beneficiary designation states otherwise.

 

If the beneficiary dies before the insured, then any contingent beneficiary becomes the beneficiary.

 

If both the beneficiary and contingent beneficiary die before the insured, then the death benefit will be paid to the owner or the owner's estate upon the insured's death.

 

Changing the Beneficiary

The owner changes the beneficiary by providing written notice to us at our mailing office.

Change is effective as of the date the owner signs the written notice.

 

We are not liable for any payments we made before we received the written notice at our mailing office.

 

Assigning the Policy

The owner may assign Policy rights while the insured is alive.

 

The owner retains any ownership rights that are not assigned.

 

Assignee may not change the owner or the beneficiary, and may not elect or change an optional method of payment. Any amount payable to the assignee will be paid in a lump sum.

 

Claims under any assignment are subject to proof of interest and the extent of the assignment.

 

We are not:

 

 

>

bound by any assignment unless we receive a written notice of the assignment at our mailing office;

 

 

>

responsible for the validity of any assignment;

 

 

>

liable for any payment we made before we received written notice of the assignment at our mailing office; or

 

3

 


 

 

 

 

>

bound by any assignment which results in adverse tax consequences to the owner, insured(s) or beneficiary(ies).

 

Assigning the Policy may have tax consequences. You should consult a tax advisor before assigning the Policy.

 

Our Right to Contest the Policy

 

In issuing the Policy, we rely on all statements made by or for the insured in the application or in a supplemental application. Therefore, if you make any material misrepresentation of a fact in the application (or any supplemental application), then we may contest the Policy's validity or may resist a claim under the Policy.

 

In the absence of fraud, we cannot bring any legal action to contest the validity of the Policy after the Policy has been in force during the insured's lifetime for two years from the Policy date, or if reinstated, for two years from the date of reinstatement.

 

Suicide Exclusion

 

If the insured commits suicide, while sane or insane, within two years of the Policy date (or two years from the reinstatement date, if the Policy lapses and is reinstated), the Policy will terminate and our liability is limited to an amount equal to the premiums paid, less any outstanding loan amount, and less any cash withdrawals. We will pay this amount to the beneficiary in one sum.

 

Misstatement of Age or Gender

 

If the age or gender of the insured was stated incorrectly in the application or any supplemental application, then the death benefit will be adjusted based on what the cost of insurance charge for the most recent monthly deduction would have purchased based on the insured's correct age and gender.

 

Modifying the Policy

 

Only our President or Secretary may modify the Policy or waive any of our rights or requirements under the Policy. Any modification or waiver must be in writing. No agent may bind us by making any promise not contained in the Policy.

 

 

If we modify the Policy, we will provide you notice and we will make appropriate endorsements to the Policy.

 

Mixed and Shared Funding

 

In addition to the separate account, shares of the portfolios are also sold to other separate accounts that we (or our affiliates) establish to support variable annuity contracts and variable life insurance policies. It is possible that, in the future, it may become disadvantageous for variable life insurance separate accounts and variable annuity separate accounts to invest in the portfolios simultaneously. Neither the funds nor we currently foresee any such disadvantages, either to variable life insurance policyowners or to variable annuity contract owners. However, the funds’ Board of Directors/Trustees will monitor events in order to identify any material conflicts between the interests of such variable life insurance policyowners and variable annuity contract owners, and will determine what action, if any, it should take. Such action could include the sale of portfolio shares by one or more of the separate accounts, which could have adverse consequences. Material conflicts could result from, for example, (1) changes in state insurance laws, (2) changes in federal income tax laws, or (3) differences in voting instructions between those given by variable life insurance policyowners and those given by variable annuity contract owners.

 

If a fund's Board of Directors/Trustees were to conclude that separate funds should be established for variable life insurance and variable annuity separate accounts, Western Reserve will bear the attendant expenses, but variable life insurance policyowners and variable annuity contract owners would no longer have the economies of scale resulting from a larger combined fund.

 

4

 


 

Addition, Deletion, or Substitution of Portfolios

 

We do not guarantee that each portfolio will always be available for investment through the Policy. We reserve the right, subject to compliance with applicable law, to add new portfolios, close existing portfolios, or substitute portfolio shares that are held by any subaccount for shares of a different portfolio. New or substitute portfolios may have different fees and expenses and their availability may be limited to certain classes of purchasers. We will only add, delete or substitute shares of another portfolio of a fund (or of another open-end, registered investment company) if the shares of a portfolio are no longer available for investment, or if in our judgment further investment in any portfolio would become inappropriate in view of the purposes of the separate account. We will not add, delete or substitute any shares attributable to your interest in a subaccount without notice to you and prior approval of the SEC, to the extent required by the 1940 Act or other applicable law. We may also decide to purchase for the separate account securities from other portfolios. We reserve the right to transfer separate account assets to another separate account that we determine to be associated with the class of contracts to which the Policy belongs.

 

We also reserve the right to establish additional subaccounts of the separate account, each of which would invest in a new portfolio of a fund, or in shares of another investment company, with specified investment objectives. We may establish new subaccounts when, in our sole discretion, marketing, tax or investment conditions warrant. We will make any new subaccounts available to existing owners on a basis we determine. We may also eliminate one or more subaccounts for the same reasons as stated above.

 

In the event of any such substitution or change, we may make such changes in this and other policies as may be necessary or appropriate to reflect such substitution or change. If we deem it to be in the best interests of persons having voting rights under the Policies, and when permitted by law, the separate account may be (1) operated as a management company under the 1940 Act, (2) deregistered under the 1940 Act in the event such registration is no longer required, (3) managed under the direction of a committee, or (4) combined with one or more other separate accounts, or subaccounts.

 

Additional Information

 

Settlement Options

 

If you surrender the Policy, you may elect to receive the net surrender value in either a lump sum or as a series of regular income payments under one of the three settlement options described below. In either event, life insurance coverage ends. Also, when the insured dies, the beneficiary may apply the lump sum death benefit proceeds to one of the same settlement options. If the regular payment under a settlement option would be less than $20, we will instead pay the proceeds in one lump sum. We may make other settlement options available in the future.

 

Once we begin making payments under a settlement option, you or the beneficiary will no longer have any value in the subaccounts or the fixed account. Instead, the only entitlement will be the amount of the regular payment for the period selected under the terms of the settlement option chosen. Depending upon the circumstances, the effective date of a settlement option is the surrender date or the insured's date of death.

 

 

Under any settlement option, the dollar amount of each payment will depend on four things:

 

the amount of the surrender on the surrender date or death benefit proceeds on the insured's date of death;

the interest rate we credit on those amounts (we guarantee a minimum annual interest rate of 3.0%);

the mortality tables we use; and

the specific payment option(s) you choose.

 

Option 1--Equal Monthly

Installments for a Fixed Period

We will pay the proceeds, plus interest, in equal monthlyinstallments for a fixed period of your choice, but not longer than 240 months.

 

We will stop making payments once we have made all the payments for the period selected.

 

Option 2--Equal Monthly Installments for Life (Life Income)

At your or the beneficiary's direction, we will make equal monthly installments:

 

only for the life of the payee

 

 

5

 


 

 

 

for the longer of the payee's life

 

for the longer of the payee's life

 

only for the life of the payee

 

Option 3--Equal Monthly Installments for the Life of the Payee and then to a Designated Survivor (Joint and Survivor)

We will make equal monthly payments during the joint lifetime of two persons, first to a chosen payee, and then to a co-payee, if living, upon the death of the payee.

 

Payments to the co-payee, if living, upon the payee's death will equal either:

 

 

>

the full amount paid to the payee before the payee's death; or

 

 

>

two-thirds of the amount paid to the payee before the payee's death.

 

All payments will cease upon the death of the co-payee.

 

Additional Information about Western Reserve and the Separate Account

 

                Western Reserve is a stock life insurance company 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, a public company under Dutch law. Western Reserve's administrative office is located at 570 Carillon Parkway, St. Petersburg, Florida 33716-1202 and the mailing address is 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499.

 

                Western Reserve was initially incorporated in 1957 under the laws of Ohio and is subject to regulation by the Insurance Department of the State of Ohio, as well as by the insurance departments of all other states and jurisdictions in which it does business. Western Reserve is licensed to sell insurance in all states (except New York), Puerto Rico, Guam, and in the District of Columbia. Western Reserve submits annual statements on its operations and finances to insurance officials in all states and jurisdictions in which it does business. The Policy described in the prospectus has been filed with, and where required, approved by, insurance officials in those jurisdictions in which it is sold.

 

Western Reserve established the separate account as a separate investment account under Ohio law in 1985. We own the assets in the separate account and are obligated to pay all benefits under the Policies. The separate account is used to support other life insurance policies of Western Reserve, as well as for other purposes permitted by law. The separate account is registered with the SEC as a unit investment trust under the 1940 Act and qualifies as a "separate account" within the meaning of the federal securities laws.

 

                Western Reserve holds the assets of the separate account physically segregated and apart from the general account. Western Reserve maintains records of all purchases and sales of portfolio shares by each of the subaccounts. A blanket bond was issued to AEGON USA, Inc. ("AEGON USA") in the aggregate amount of $12 million, covering all of the employees of AEGON USA and its affiliates, including Western Reserve. A Stockbrokers Blanket Bond, issued to AEGON U.S.A. Securities, Inc. providing fidelity coverage, covers the activities of registered representatives of TCI to a limit of $10 million.

 

Variations in Policy Provisions

 

                Certain provisions of the Policy may vary from the descriptions in the prospectus, depending on when and where the Policy was issued, in order to comply with different state laws. These variations may include restrictions on use of the fixed account and different interest rates charged and credited on Policy loans. Please refer to your Policy, since any variations will be included in your Policy or in riders or endorsements attached to your Policy.

 

Personalized Illustrations of Policy Benefits

 

In order to help you understand how your Policy values would vary over time under different sets of assumptions, we will provide you with certain personalized illustrations upon request. These will be based on the age and insurance risk

 

6

 


 

characteristics of the insured persons under your Policy and such factors as the specified amount, death benefit option, premium payment amounts, and rates of return (within limits) that you request.

 

The illustrations are not a representation or guarantee of investment returns or cash value. You may request illustrations that reflect the expenses of the portfolios in which you intend to invest.

 

Sale of the Policies

 

We no longer offer the Policies to the public.

 

Effective May 1, 2007, our affiliate, Transamerica Capital, Inc. (“TCI”) will replace our affiliate, AFSG as principal underwriter for the Policies. TCI’s home office is located at 4600 S. Syracuse Street, Suite 1100, Denver, Colorado 80237. TCI is an affiliate of Western Reserve and, like Western Reserve, is an indirect, wholly owned subsidiary of AEGON USA. TCI is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is a member of NASD, Inc. TCI is not a member of the Securities Investor Protection Corporation.

The Policies are offered to the public through sales representatives of broker-dealers ("selling firms") that have entered into selling agreements with us and with TCI. Sales representatives are appointed as our insurance agents.

During fiscal years 2006, 2005, and 2004, before TCI replaced AFSG as principal underwriter for the Policies, the amounts paid to AFSG in connection with all Policies sold through the separate account were $70,977,286.55, $90,322,329, and $85,863,632, respectively. AFSG passed through commissions it received to selling firms for their sales and did not retain any portion of them. Our parent company provides capital distributions to TCI (and provided capital distributions to AFSG) and pays for TCI’s (and paid for AFSG’s) operating and other expenses, including overhead, legal and accounting fees.

 

We and/or TCI or ISI may pay certain selling firms additional cash 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 their sales representatives; and (4) other sales expenses incurred by them. 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.

 

Reports to Owners

 

At least once each year, or more often as required by law, we will mail to policyowners at their last known address a report showing the following information as of the end of the report period:

 

>

the current cash value

>

any activity since the last report

>

the current net surrender value

>

projected values

>

the current death benefit

>

investment experience of each subaccount

>

outstanding loans

>

any other information required by law

 

                You may request additional copies of reports, but we may charge a fee for such additional copies. In addition, we will send written confirmations of any premium payments and other financial transactions you request including: changes in specified amount, changes in death benefit option, transfers, partial withdrawals, increases in loan amount, loan interest payments, loan repayments, lapses and reinstatements. We also will send copies of the annual and semi-annual report to shareholders for each portfolio in which you are indirectly invested.

 

Records

 

 

We will maintain all records relating to the separate account and the fixed account.

 

Independent Registered Public Accounting Firm

 

The financial statements of the separate account at December 31, 2006 and for the periods disclosed in the financial statements, and the statutory-basis financial statements and schedules of Western Reserve 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 &

 

7

 


 

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.

 

Experts

 

Actuarial matters included in this SAI have been examined by Lorne Schinbein, Vice President and Managing Actuary of Western Reserve, located at 570 Carillon Parkway, St. Petersburg, Florida 33716, as stated in the opinion filed as an exhibit to the registration statement.

 

Financial Statements

 

Western Reserve's statutory-basis financial statements and schedules, which include the Report of Independent Registered Public Accounting Firm, appear on the following pages. These statutory-basis financial statements and schedules should be distinguished from the separate account's financial statements and you should consider these statutory-basis financial statements and schedules only as bearing upon Western Reserve's ability to meet our obligations under the Policies. You should not consider our statutory-basis financial statements and schedules as bearing upon the investment performance of the assets held in the separate account.

 

                Western Reserve's statutory-basis financial statements and schedules at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006, have been prepared on the basis of statutory accounting principles rather than U.S. generally accepted accounting principles.

 

                The separate account’s financial statements, which include the Report of Independent Registered Public Accounting Firm, also appear on the following pages.

 

Underwriters

 

Underwriting Standards

 

This Policy uses mortality tables that distinguish between men and women. As a result, the Policy pays different benefits to men and women of the same age. Montana prohibits our use of actuarial tables that distinguish between males and females to determine premiums and policy benefits for policies issued on the lives of its residents. Therefore, we will base the premiums and benefits in Policies that we issue in Montana, to insure residents of that state, on actuarial tables that do not differentiate on the basis of gender.

 

                Your cost of insurance charge will vary by the insured's gender, attained age on the Policy date, length of time from the Policy date, and rate class. We currently place insureds into the following rate classes:

 

ultimate select, non-tobacco use;

select, non-tobacco use;

ultimate standard, tobacco use;

standard, tobacco use; and

juveniles – under 18.

 

We also place insureds in various sub-standard rate classes, which involve a higher mortality risk and higher charges. We generally charge higher rates for insureds who use tobacco. We currently charge lower cost of insurance rates for insureds who are in an "ultimate class." An ultimate class is only available if our underwriting guidelines require you to take a blood test because of the specified amount you have chosen.

 

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.

 

8

 


 

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 240-497-2900.

 

Performance Data

 

Other Performance Data in Advertising Sales Literature

 

We may compare each subaccount's performance to the performance of:

other variable life issuers in general;

variable life insurance policies which invest in mutual funds with similar investment objectives and policies, as reported by Lipper Analytical Services, Inc. ("Lipper") and Morningstar, Inc. ("Morningstar"); and other services, companies, individuals, or industry or financial publications (e.g., Forbes, Money, The Wall Street Journal, Business Week, Barron's, Kiplinger's Personal Finance, and Fortune);

 

>

Lipper and Morningstar rank variable annuity contracts and variable life policies. Their performance analysis ranks such policies and contracts on the basis of total return, and assumes reinvestment of distributions; but it does not show sales charges, redemption fees or certain expense deductions at the separate account level.

the Standard & Poor's Index of 500 Common Stocks, or other widely recognized indices;

 

>

unmanaged indices may assume the reinvestment of dividends, but usually do not reflect deductions for the expenses of operating or managing an investment portfolio; or

other types of investments, such as:

 

>

certificates of deposit;

 

>

savings accounts and U.S. Treasuries;

 

>

certain interest rate and inflation indices (e.g., the Consumer Price Index); or

 

>

indices measuring the performance of a defined group of securities recognized by investors as representing a particular segment of the securities markets (e.g., Donoghue Money Market Institutional Average, Lehman Brothers Corporate Bond Index, or Lehman Brothers Government Bond Index).

 

Western Reserve's Published Ratings

 

                We may publish in advertisements, sales literature, or reports we send to you the ratings and other information that an independent ratings organization assigns to us. These organizations include: A.M. Best Company, Moody's Investors Service, Inc., Standard & Poor's Insurance Rating Services, and Fitch Ratings. These ratings are opinions regarding an operating insurance company's financial capacity to meet the obligations of its insurance policies in accordance with their terms. These ratings do not apply to the separate account, the subaccounts, the funds or their portfolios, or to their performance.

 

Index to Financial Statements

 

WRL Series Life Account:

Report of Independent Registered Public Accounting Firm, dated March 15, 2007

Statements of Assets and Liabilities at December 31, 2006

Statements of Operations for the year ended December 31, 2006

Statements of Changes in Net Assets for the years ended December 31, 2006 and 2005

Notes to the Financial Statements

 

Western Reserve Life Assurance Co. of Ohio

Report of Independent Registered Public Accounting Firm, dated March 13, 2007

Balance Sheets Statutory-Basis at December 31, 2006 and 2005

Statements of Operations Statutory-Basis for the years ended December 31, 2006, 2005 and 2004

Statements of Changes in Capital and Surplus Statutory-Basis for the years ended December 31, 2006, 2005 and 2004

Statements of Cash Flow Statutory-Basis for the years ended December 31, 2006, 2005 and 2004

Notes to Financial Statements--Statutory-Basis

Statutory-Basis Financial Statement Schedules

 

 

9

 

 


Report of Independent Registered Public Accounting Firm

The Board of Directors and Contract Owners

    of the WRL Series Life Account

Western Reserve Life Assurance Company of Ohio

We have audited the accompanying statements of assets and liabilities of each of the subaccounts constituting the WRL Series Life Account (the Separate Account, a separate account of Western Reserve Life Assurance Co. of Ohio) as of December 31, 2006, and the related statements of operations and changes in net assets for the periods indicated thereon. These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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 Separate Account’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 Separate Account’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. Our procedures included confirmation of securities owned as of December 31, 2006 by correspondence with the mutual funds’ transfer agents. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of each of the respective subaccounts constituting the WRL Series Life Account at December 31, 2006, and the results of their operations and changes in net assets for the periods indicated thereon, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

Des Moines, Iowa

March 15, 2007

 

F-1

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    WRL AEGON
Bond
 

WRL Asset

Allocation -
Conservative

  WRL Asset Allocation -
Growth
  WRL Asset Allocation -
Moderate Growth
  WRL Asset Allocation -
Moderate
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    3,888,498.012     2,174,389.726     19,986,667.876     22,514,092.599     7,148,956.602
                             

Cost

  $ 46,686,553   $ 23,723,489   $ 231,717,483   $ 258,153,305   $ 78,923,644
                             

Investments in mutual funds, at net asset value

  $ 45,301,002   $ 25,092,457   $ 272,418,283   $ 308,893,350   $ 90,505,791

Receivable for units sold

    —       —       —       —       —  
                             

Total assets

    45,301,002     25,092,457     272,418,283     308,893,350     90,505,791
                             

Liabilities

         

Payable for units redeemed

    31     7     55     143     2
                             
  $ 45,300,971   $ 25,092,450   $ 272,418,228   $ 308,893,207   $ 90,505,789
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 45,300,971   $ 25,092,450   $ 272,418,228   $ 308,893,207   $ 90,505,789
                             

Total net assets

  $ 45,300,971   $ 25,092,450   $ 272,418,228   $ 308,893,207   $ 90,505,789
                             

Accumulation units outstanding:

         

M&E—0.90%

    1,402,246     1,753,961     14,430,243     17,008,342     5,453,730
                             

M&E—0.75%

    93,016     105,681     3,475,171     3,963,977     1,009,161
                             

M&E—0.00%

    —       —       —       33     —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 31.578106   $ 13.533238   $ 15.185817   $ 14.761433   $ 14.076481
                             

M&E—0.75%

  $ 10.973221   $ 12.828061   $ 15.332539   $ 14.587715   $ 13.611760
                             

M&E—0.00%

  $ 10.069144   $ 10.212388   $ 10.436450   $ 10.354716   $ 10.301058
                             

See accompanying notes.

 

F-2

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    WRL International
Moderate Growth
  WRL MFS
International Equity
  WRL Capital
Guardian US Equity
  WRL Capital
Guardian Value
  WRL Clarion
Global Real
Estate Securities
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    198,059.386     6,410,603.065     151,643.973     234,609.961     4,057,018.264
                             

Cost

  $ 1,928,963   $ 52,651,329   $ 1,532,085   $ 4,559,653   $ 70,061,892
                             

Investments in mutual funds, at net asset value

  $ 2,065,759   $ 64,298,349   $ 1,704,478   $ 4,985,462   $ 99,559,228

Receivable for units sold

    2     —       2     1     113
                             

Total assets

    2,065,761     64,298,349     1,704,480     4,985,463     99,559,341
                             

Liabilities

         

Payable for units redeemed

    —       15     —       —       —  
                             
  $ 2,065,761   $ 64,298,334   $ 1,704,480   $ 4,985,463   $ 99,559,341
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 2,065,761   $ 64,298,334   $ 1,704,480   $ 4,985,463   $ 99,559,341
                             

Total net assets

  $ 2,065,761   $ 64,298,334   $ 1,704,480   $ 4,985,463   $ 99,559,341
                             

Accumulation units outstanding:

         

M&E—0.90%

    163,818     4,545,134     125,341     272,381     2,878,410
                             

M&E—0.75%

    35,402     —       —       57,444     214,507
                             

M&E—0.00%

    —       —       —       —       —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 10.367426   $ 14.146632   $ 13.598788   $ 15.040237   $ 32.883761
                             

M&E—0.75%

  $ 10.377641     —       —     $ 15.472346   $ 22.872893
                             

M&E—0.00%

  $ 10.503524     —       —     $ 10.285575   $ 10.796308
                             

See accompanying notes.

 

F-3

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    WRL Federated
Growth &
Income
  WRL Transamerica
Science &
Technology
  WRL J.P.
Morgan Mid-Cap
Value
  WRL JP Morgan
Enhanced Index
  WRL Marsico
Growth
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    6,959,595.110     2,634,159.749     1,121,470.634     102,066.677     1,327,065.180
                             

Cost

  $ 105,909,776   $ 9,669,200   $ 14,924,829   $ 1,333,914   $ 11,188,899
                             

Investments in mutual funds, at net asset value

  $ 107,177,765   $ 10,615,664   $ 18,616,413   $ 1,668,790   $ 14,438,469

Receivable for units sold

    —       3     11     3     —  
                             

Total assets

    107,177,765     10,615,667     18,616,424     1,668,793     14,438,469
                             

Liabilities

         

Payable for units redeemed

    58     —       —       —       22
                             
  $ 107,177,707   $ 10,615,667   $ 18,616,424   $ 1,668,793   $ 14,438,447
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 107,177,707   $ 10,615,667   $ 18,616,424   $ 1,668,793   $ 14,438,447
                             

Total net assets

  $ 107,177,707   $ 10,615,667   $ 18,616,424   $ 1,668,793   $ 14,438,447
                             

Accumulation units outstanding:

         

M&E—0.90%

    3,119,376     2,496,103     1,063,452     113,252     1,374,286
                             

M&E—0.75%

    353,043     19,309     8,993     11,179     48,107
                             

M&E—0.00%

    —       —       —       —       —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 32.955950   $ 4.165667   $ 17.382859   $ 13.370733   $ 10.062443
                             

M&E—0.75%

  $ 12.394261   $ 11.276119   $ 14.520755   $ 13.822946   $ 12.675283
                             

M&E—0.00%

  $ 10.138249   $ 10.306905     —     $ 10.348097   $ 10.391596
                             

See accompanying notes.

 

F-4

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    WRL BlackRock
Large Cap Value
  WRL MFS High
Yield
  WRL Munder Net50   WRL PIMCO
Total Return
  WRL Legg Mason
Partners All Cap
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    3,447,720.071     242,331.195     1,179,474.108     988,083.195     3,232,627.083
                             

Cost

  $ 53,122,374   $ 2,335,236   $ 9,598,238   $ 10,733,110   $ 41,509,902
                             

Investments in mutual funds, at net asset value

  $ 71,712,577   $ 2,297,300   $ 12,172,173   $ 10,849,153   $ 47,616,597

Receivable for units sold

    —       —       12     —       12
                             

Total assets

    71,712,577     2,297,300     12,172,185     10,849,153     47,616,609
                             

Liabilities

         

Payable for units redeemed

    75     —       —       4     —  
                             
  $ 71,712,502   $ 2,297,300   $ 12,172,185   $ 10,849,149   $ 47,616,609
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 71,712,502   $ 2,297,300   $ 12,172,185   $ 10,849,149   $ 47,616,609
                             

Total net assets

  $ 71,712,502   $ 2,297,300   $ 12,172,185   $ 10,849,149   $ 47,616,609
                             

Accumulation units outstanding:

         

M&E—0.90%

    2,637,256     130,625     1,189,264     888,897     2,829,604
                             

M&E—0.75%

    73,951     46,125     45,889     24,102     39,239
                             

M&E—0.00%

    —       —       —       —       —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 26.712087   $ 13.160678   $ 9.758498   $ 11.905768   $ 16.633898
                             

M&E—0.75%

  $ 17.118028   $ 12.535254   $ 12.350573   $ 11.042735   $ 13.997858
                             

M&E—0.00%

  $ 10.348257   $ 10.293164   $ 10.573770   $ 10.045745   $ 10.483990
                             

See accompanying notes.

 

F-5

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

     WRL T. Rowe Price
Equity Income
   WRL T. Rowe
Price Small Cap
   WRL Templeton
Transamerica
Global
   WRL Third Avenue
Value
   WRL Transamerica
Balanced
     Subaccount    Subaccount    Subaccount    Subaccount    Subaccount

Assets

              

Investment in securities:

              

Number of shares

     1,391,797.617      2,115,976.009      12,797,826.064      5,110,152.900      419,759.010
                                  

Cost

   $ 26,894,087    $ 22,873,403    $ 302,316,600    $ 91,943,271    $ 4,566,775
                                  

Investments in mutual funds, at net asset value

   $ 28,963,308    $ 21,921,511    $ 282,192,065    $ 134,550,326    $ 5,142,048

Receivable for units sold

     —        30      144      81      5
                                  

Total assets

     28,963,308      21,921,541      282,192,209      134,550,407      5,142,053
                                  

Liabilities

              

Payable for units redeemed

     6      —        —        —        —  
                                  
   $ 28,963,302    $ 21,921,541    $ 282,192,209    $ 134,550,407    $ 5,142,053
                                  

Net Assets:

              

Deferred annuity contracts terminable by owners

   $ 28,963,302    $ 21,921,541    $ 282,192,209    $ 134,550,407    $ 5,142,053
                                  

Total net assets

   $ 28,963,302    $ 21,921,541    $ 282,192,209    $ 134,550,407    $ 5,142,053
                                  

Accumulation units outstanding:

              

M&E—0.90%

     2,113,650      1,719,299      9,515,394      4,369,033      359,197
                                  

M&E—0.75%

     61,313      57,140      95,724      251,269      20,023
                                  

M&E—0.00%

     —        —        —        —        —  
                                  

Accumulation unit value:

              

M&E—0.90%

   $ 13.270029    $ 12.325830    $ 29.510329    $ 29.780587    $ 13.575070
                                  

M&E—0.75%

   $ 14.925248    $ 12.771262    $ 14.518735    $ 17.662428    $ 13.280892
                                  

M&E—0.00%

   $ 10.399804    $ 10.166831    $ 10.420607    $ 10.398893    $ 10.165975
                                  

See accompanying notes.

 

F-6

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    WRL Transamerica
Convertible
Securities
  WRL Transamerica
Equity
  WRL Transamerica
Growth
Opportunities
  WRL Transamerica
Money Market
  WRL Transamerica
Small/MidCap Value
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    242,098.341     36,812,273.769     3,625,300.182     50,437,253.990     571,706.391
                             

Cost

  $ 2,764,658   $ 929,978,951   $ 63,497,730   $ 50,437,254   $ 10,608,889
                             

Investments in mutual funds, at net asset value

  $ 2,910,022   $ 955,278,504   $ 57,968,550   $ 50,437,254   $ 11,194,011

Receivable for units sold

    6     —       —       2,952     4
                             

Total assets

    2,910,028     955,278,504     57,968,550     50,440,206     11,194,015
                             

Liabilities

         

Payable for units redeemed

    —       727,351     1,516     —       —  
                             
  $ 2,910,028   $ 954,551,153   $ 57,967,034   $ 50,440,206   $ 11,194,015
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 2,910,028   $ 954,551,153   $ 57,967,034   $ 50,440,206   $ 11,194,015
                             

Total net assets

  $ 2,910,028   $ 954,551,153   $ 57,967,034   $ 50,440,206   $ 11,194,015
                             

Accumulation units outstanding:

         

M&E—0.90%

    184,243     59,932,453     3,971,369     2,430,531     596,334
                             

M&E—0.75%

    19,451     322,572     86,964     133,814     145,655
                             

M&E—0.00%

    —       —       —       —       —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 14.411788   $ 15.846138   $ 14.276308   $ 20.166972   $ 15.074985
                             

M&E—0.75%

  $ 13.097074   $ 15.045417   $ 14.610088   $ 10.639800   $ 15.133656
                             

M&E—0.00%

  $ 10.273504   $ 10.184459   $ 10.249998   $ 10.077529   $ 10.420439
                             

See accompanying notes.

 

F-7

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    WRL Transamerica
U.S. Government
Securities
  WRL Transamerica
Value Balanced
  WRL Van Kampen
Mid-Cap Growth
  ProFund VP
Bull
  ProFund VP Money
Market
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    55,829.623     11,237,248.744     14,732,212.955     277,556.584     1,465,661.650
                             

Cost

  $ 676,790   $ 144,130,516   $ 354,443,065   $ 8,480,231   $ 1,465,662
                             

Investments in mutual funds, at net asset value

  $ 662,139   $ 155,973,013   $ 310,555,049   $ 8,437,720   $ 1,465,662

Receivable for units sold

    1     —       115     —       2,324
                             

Total assets

    662,140     155,973,013     310,555,164     8,437,720     1,467,986
                             

Liabilities

         

Payable for units redeemed

    —       135     —       21     —  
                             
  $ 662,140   $ 155,972,878   $ 310,555,164   $ 8,437,699   $ 1,467,986
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 662,140   $ 155,972,878   $ 310,555,164   $ 8,437,699   $ 1,467,986
                             

Total net assets

  $ 662,140   $ 155,972,878   $ 310,555,164   $ 8,437,699   $ 1,467,986
                             

Accumulation units outstanding:

         

M&E—0.90%

    55,636     6,297,105     7,945,670     635,317     144,185
                             

M&E—0.75%

    2,923     27,483     51,753     101,397     —  
                             

M&E—0.00%

    —       —       —       —       —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 11.335765   $ 24.709233   $ 39.003442   $ 11.451891   $ 10.181263
                             

M&E—0.75%

  $ 10.762453   $ 13.690335   $ 12.495104   $ 11.461105   $ 10.192188
                             

M&E—0.00%

  $ 10.033839   $ 10.319705   $ 10.409881   $ 10.308578   $ 10.068085
                             

See accompanying notes.

 

F-8

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    ProFund VP OTC   ProFund VP Short
Small-Cap
  ProFund VP
Small-Cap
  Fidelity VIP
Contrafund®
  Fidelity VIP
Equity-Income
    Subaccount   Subaccount   Subaccount   Subaccount   Subaccount

Assets

         

Investment in securities:

         

Number of shares

    58,400.142     11,177.470     91,561.688     777,741.418     587,672.259
                             

Cost

  $ 939,976   $ 161,294   $ 3,401,787   $ 19,152,955   $ 13,447,760
                             

Investments in mutual funds, at net asset value

  $ 924,474   $ 162,856   $ 3,409,757   $ 24,195,536   $ 15,203,081

Receivable for units sold

    —       —       541     —       25
                             

Total assets

    924,474     162,856     3,410,298     24,195,536     15,203,106
                             

Liabilities

         

Payable for units redeemed

    1     313     —       21     —  
                             
  $ 924,473   $ 162,543   $ 3,410,298   $ 24,195,515   $ 15,203,106
                             

Net Assets:

         

Deferred annuity contracts terminable by owners

  $ 924,473   $ 162,543   $ 3,410,298   $ 24,195,515   $ 15,203,106
                             

Total net assets

  $ 924,473   $ 162,543   $ 3,410,298   $ 24,195,515   $ 15,203,106
                             

Accumulation units outstanding:

         

M&E—0.90%

    80,390     18,426     292,071     1,791,909     1,015,129
                             

M&E—0.75%

    481     24     11,187     —       —  
                             

M&E—0.00%

    —       —       —       —       —  
                             

Accumulation unit value:

         

M&E—0.90%

  $ 11.431466   $ 8.809836   $ 11.245190   $ 13.502645   $ 14.976533
                             

M&E—0.75%

  $ 11.440660   $ 8.816943   $ 11.254238     —       —  
                             

M&E—0.00%

  $ 10.134441   $ 9.818056   $ 10.239210     —       —  
                             

See accompanying notes.

 

F-9

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2006

 

    Fidelity VIP Growth
Opportunities
  Fidelity VIP
Index 500
    Subaccount   Subaccount

Assets

   

Investment in securities:

   

Number of shares

    211,391.801     29,284.941
           

Cost

  $ 3,133,702   $ 4,189,907
           

Investments in mutual funds, at net asset value

  $ 3,811,394   $ 4,682,369

Receivable for units sold

    8     3
           

Total assets

    3,811,402     4,682,372
           

Liabilities

   

Payable for units redeemed

    —       —  
           
  $ 3,811,402   $ 4,682,372
           

Net Assets:

   

Deferred annuity contracts terminable by owners

  $ 3,811,402   $ 4,682,372
           

Total net assets

  $ 3,811,402   $ 4,682,372
           

Accumulation units outstanding:

   

M&E—0.90%

    446,408     83,891
           

M&E—0.75%

    —       260,244
           

M&E—0.00%

    —       —  
           

Accumulation unit value:

   

M&E—0.90%

  $ 8.537926   $ 13.012048
           

M&E—0.75%

    —     $ 13.797757
           

M&E—0.00%

    —     $ 10.327481
           

See accompanying notes.

 

F-10

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL AEGON
Bond
    WRL Asset
Allocation -
Conservative
    WRL Asset
Allocation -
Growth
  WRL Asset
Allocation -
Moderate Growth
  WRL Asset
Allocation -
Moderate
    Subaccount     Subaccount     Subaccount   Subaccount   Subaccount

Net investment income (loss)

         

Income:

         

Dividends

  $ 2,437,317     $ 801,154     $ 2,126,850   $ 4,304,497   $ 2,195,446

Expenses:

         

Administrative, mortality and expense risk charge

    414,322       215,361       1,916,235     2,264,984     714,407
                                 

Net investment income (loss)

    2,022,995       585,793       210,615     2,039,513     1,481,039

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    —         1,129,408       16,193,580     11,116,608     3,825,971

Proceeds from sales

    9,698,802       6,158,674       3,049,927     7,873,197     7,177,507

Cost of investments sold

    10,004,382       5,818,400       2,630,240     6,645,498     6,290,003
                                 

Net realized capital gains (losses) on investments

    (305,580 )     1,469,682       16,613,267     12,344,307     4,713,475

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    (1,023,298 )     1,416,366       26,595,870     33,026,299     9,504,607

End of period

    (1,385,551 )     1,368,968       40,700,800     50,740,045     11,582,147
                                 

Net change in unrealized appreciation/depreciation of investments

    (362,253 )     (47,398 )     14,104,930     17,713,746     2,077,540
                                 

Net realized and unrealized capital gains (losses) on investments

    (667,833 )     1,422,284       30,718,197     30,058,053     6,791,015
                                 

Increase (decrease) in net assets from operations

  $ 1,355,162     $ 2,008,077     $ 30,928,812   $ 32,097,566   $ 8,272,054
                                 

See accompanying notes.

 

F-11

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL
International
Moderate Growth
    WRL MFS
International
Equity
  WRL Capital
Guardian US
Equity
    WRL Capital
Guardian Value
  WRL Clarion
Global Real Estate
Securities
    Subaccount1     Subaccount   Subaccount     Subaccount   Subaccount

Net investment income (loss)

         

Income:

         

Dividends

  $ —       $ 754,721   $ 8,493     $ 44,919   $ 1,019,994

Expenses:

         

Administrative, mortality and expense risk charge

    6,439       463,754     14,072       28,033     632,152
                                 

Net investment income (loss)

    (6,439 )     290,967     (5,579 )     16,886     387,842

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    —         2,902,331     138,994       282,026     8,302,438

Proceeds from sales

    471,776       4,058,150     269,503       697,058     3,642,174

Cost of investments sold

    464,205       3,450,342     234,631       616,109     2,648,245
                                 

Net realized capital gains (losses) on investments

    7,571       3,510,139     173,866       362,975     9,296,367

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    —         5,435,340     204,580       324,608     13,949,284

End of period

    136,796       11,647,020     172,393       425,809     29,497,336
                                 

Net change in unrealized appreciation/depreciation of investments

    136,796       6,211,680     (32,187 )     101,201     15,548,052
                                 

Net realized and unrealized capital gains (losses) on investments

    144,367       9,721,819     141,679       464,176     24,844,419
                                 

Increase (decrease) in net assets from operations

  $ 137,928     $ 10,012,786   $ 136,100     $ 481,062   $ 25,232,261
                                 

See accompanying notes.

 

F-12

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL Federated
Growth & Income
    WRL
Transamerica
Science &
Technology
    WRL J.P. Morgan
Mid-Cap Value
    WRL JP Morgan
Enhanced Index
  WRL Marsico
Growth
 
    Subaccount     Subaccount     Subaccount     Subaccount   Subaccount  

Net investment income (loss)

         

Income:

         

Dividends

  $ 1,868,789     $ —       $ 158,082     $ 15,535   $ 19,351  

Expenses:

         

Administrative, mortality and expense risk charge

    1,000,039       97,790       176,216       12,297     136,574  
                                     

Net investment income (loss)

    868,750       (97,790 )     (18,134 )     3,238     (117,223 )

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    8,722,587       842,747       1,855,688       —       —    

Proceeds from sales

    17,667,969       2,461,413       6,933,963       236,275     3,696,452  

Cost of investments sold

    16,532,355       2,155,782       5,539,217       197,333     2,932,461  
                                     

Net realized capital gains (losses) on investments

    9,858,201       1,148,378       3,250,434       38,942     763,991  

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    9,932,016       2,001,920       3,944,916       185,611     3,265,516  

End of period

    1,267,989       946,464       3,691,584       334,876     3,249,570  
                                     

Net change in unrealized appreciation/depreciation of investments

    (8,664,027 )     (1,055,456 )     (253,332 )     149,265     (15,946 )
                                     

Net realized and unrealized capital gains (losses) on investments

    1,194,174       92,922       2,997,102       188,207     748,045  
                                     

Increase (decrease) in net assets from operations

  $ 2,062,924     $ (4,868 )   $ 2,978,968     $ 191,445   $ 630,822  
                                     

See accompanying notes.

 

F-13

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL BlackRock
Large Cap Value
    WRL MFS
High Yield
    WRL Munder
Net50
    WRL PIMCO
Total Return
    WRL Legg Mason
Partners All Cap
 
    Subaccount     Subaccount     Subaccount     Subaccount     Subaccount  

Net investment income (loss)

         

Income:

         

Dividends

  $ 325,998     $ 194,737     $ —       $ 449,544     $ 454,492  

Expenses:

         

Administrative, mortality and expense risk charge

    579,334       14,870       112,324       105,886       404,689  
                                       

Net investment income (loss)

    (253,336 )     179,867       (112,324 )     343,658       49,803  

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    2,891,385       22,794       —         —         6,344,417  

Proceeds from sales

    6,311,028       1,509,885       4,377,917       7,523,312       7,866,806  

Cost of investments sold

    4,768,036       1,517,396       3,498,053       7,537,280       6,704,276  
                                       

Net realized capital gains (losses) on investments

    4,434,377       15,283       879,864       (13,968 )     7,506,947  

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    13,094,359       (27,496 )     3,454,305       55,380       6,307,277  

End of period

    18,590,203       (37,936 )     2,573,935       116,043       6,106,695  
                                       

Net change in unrealized appreciation/depreciation of investments

    5,495,844       (10,440 )     (880,370 )     60,663       (200,582 )
                                       

Net realized and unrealized capital gains (losses) on investments

    9,930,221       4,843       (506 )     46,695       7,306,365  
                                       

Increase (decrease) in net assets from operations

  $ 9,676,885     $ 184,710     $ (112,830 )   $ 390,353     $ 7,356,168  
                                       

See accompanying notes.

 

F-14

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL T. Rowe
Price Equity
Income
  WRL T. Rowe
Price Small
Cap
    WRL Templeton
Transamerica Global
    WRL Third
Avenue Value
    WRL Transamerica
Balanced
    Subaccount   Subaccount     Subaccount     Subaccount     Subaccount

Net investment income (loss)

         

Income:

         

Dividends

  $ 412,185   $ —       $ 3,384,346     $ 1,006,734     $ 47,288

Expenses:

         

Administrative, mortality and expense risk charge

    200,601     222,059       2,360,033       1,115,160       42,272
                                   

Net investment income (loss)

    211,584     (222,059 )     1,024,313       (108,426 )     5,016

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    2,424,113     2,128,579       —         6,796,508       119,890

Proceeds from sales

    2,290,581     16,808,986       25,606,057       12,819,957       855,940

Cost of investments sold

    2,131,016     16,222,287       30,384,893       8,828,796       764,918
                                   

Net realized capital gains (losses) on investments

    2,583,678     2,715,278       (4,778,836 )     10,787,669       210,912

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    1,033,742     699,078       (67,354,460 )     35,820,783       424,237

End of period

    2,069,221     (951,892 )     (20,124,535 )     42,607,055       575,273
                                   

Net change in unrealized appreciation/depreciation of investments

    1,035,479     (1,650,970 )     47,229,925       6,786,272       151,036
                                   

Net realized and unrealized capital gains (losses) on investments

    3,619,157     1,064,308       42,451,089       17,573,941       361,948
                                   

Increase (decrease) in net assets from operations

  $ 3,830,741   $ 842,249     $ 43,475,402     $ 17,465,515     $ 366,964
                                   

See accompanying notes.

 

F-15

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL Transamerica
Convertible Securities
  WRL Transamerica
Equity
    WRL Transamerica
Growth Opportunities
    WRL Transamerica
Money Market
  WRL Transamerica
Small/MidCap Value
    Subaccount   Subaccount     Subaccount     Subaccount   Subaccount

Net investment income (loss)

         

Income:

         

Dividends

  $ 47,448   $ —       $ 138,206     $ 2,340,181   $ 79,193

Expenses:

         

Administrative, mortality and expense risk charge

    27,178     3,650,425       531,694       449,457     70,195
                                 

Net investment income (loss)

    20,270     (3,650,425 )     (393,488 )     1,890,724     8,998

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    45,240     —         1,570,400       —       743,578

Proceeds from sales

    1,667,310     41,144,671       8,627,969       37,989,758     1,215,781

Cost of investments sold

    1,623,106     40,681,473       8,085,045       37,989,758     1,173,577
                                 

Net realized capital gains (losses) on investments

    89,444     463,198       2,113,324       —       785,782

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    40,370     (13,014,303 )     (6,035,283 )     —       212,980

End of period

    145,364     25,299,553       (5,529,180 )     —       585,122
                                 

Net change in unrealized appreciation/depreciation of investments

    104,994     38,313,856       506,103       —       372,142
                                 

Net realized and unrealized capital gains (losses) on investments

    194,438     38,777,054       2,619,427       —       1,157,924
                                 

Increase (decrease) in net assets from operations

  $ 214,708   $ 35,126,629     $ 2,225,939     $ 1,890,724   $ 1,166,922
                                 

See accompanying notes.

 

F-16

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    WRL Transamerica
U.S. Government
Securities
    WRL Transamerica
Value Balanced
  WRL Van Kampen
Mid-Cap Growth
    ProFund VP Bull    

ProFund VP

Money Market

    Subaccount     Subaccount   Subaccount     Subaccount1     Subaccount1

Net investment income (loss)

         

Income:

         

Dividends

  $ 28,431     $ 3,848,819   $ —       $ 1,235     $ 45,365

Expenses:

         

Administrative, mortality and expense risk charge

    7,016       1,344,977     2,791,746       2,781       10,056
                                   

Net investment income (loss)

    21,415       2,503,842     (2,791,746 )     (1,546 )     35,309

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    1,028       5,835,040     —         24,191       —  

Proceeds from sales

    665,892       16,741,340     39,532,309       4,890,946       24,401,112

Cost of investments sold

    688,255       16,138,749     47,846,483       4,852,339       24,401,112
                                   

Net realized capital gains (losses) on investments

    (21,335 )     6,437,631     (8,314,174 )     62,798       —  

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    (24,443 )     619,552     (81,269,691 )     —         —  

End of period

    (14,651 )     11,842,497     (43,888,016 )     (42,511 )     —  
                                   

Net change in unrealized appreciation/depreciation of investments

    9,792       11,222,945     37,381,675       (42,511 )     —  
                                   

Net realized and unrealized capital gains (losses) on investments

    (11,543 )     17,660,576     29,067,501       20,287       —  
                                   

Increase (decrease) in net assets from operations

  $ 9,872     $ 20,164,418   $ 26,275,755     $ 18,741     $ 35,309
                                   

See accompanying notes.

 

F-17

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

    ProFund VP OTC     ProFund VP Short
Small-Cap
    ProFund VP
Small-Cap
    Fidelity VIP
Contrafund®
    Fidelity VIP
Equity-Income
    Subaccount1     Subaccount1     Subaccount1     Subaccount     Subaccount

Net investment income (loss)

         

Income:

         

Dividends

  $ —       $ 4,502     $ —       $ 234,439     $ 370,225

Expenses:

         

Administrative, mortality and expense risk charge

    3,506       14,068       21,919       212,686       107,559
                                     

Net investment income (loss)

    (3,506 )     (9,566 )     (21,919 )     21,753       262,666

Net realized and unrealized capital gains (losses) on investments

         

Net realized capital gains (losses) on investments:

         

Realized gain distributions

    —         —         114,337       1,958,901       1,542,359

Proceeds from sales

    5,829,394       22,291,487       23,258,835       4,419,020       1,874,483

Cost of investments sold

    5,793,874       22,910,401       22,895,720       3,306,294       1,620,440
                                     

Net realized capital gains (losses) on investments

    35,520       (618,914 )     477,452       3,071,627       1,796,402

Net change in unrealized appreciation/depreciation of investments:

         

Beginning of period

    —         —         —         5,785,031       1,698,648

End of period

    (15,502 )     1,562       7,970       5,042,581       1,755,321
                                     

Net change in unrealized appreciation/depreciation of investments

    (15,502 )     1,562       7,970       (742,450 )     56,673
                                     

Net realized and unrealized capital gains (losses) on investments

    20,018       (617,352 )     485,422       2,329,177       1,853,075
                                     

Increase (decrease) in net assets from operations

  $ 16,512     $ (626,918 )   $ 463,503     $ 2,350,930     $ 2,115,741
                                     

See accompanying notes.

 

F-18

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2006, Except as Noted

 

     Fidelity VIP
Growth
Opportunities
    Fidelity VIP
Index 500
     Subaccount     Subaccount

Net investment income (loss)

    

Income:

    

Dividends

   $ 16,539     $ 40,817

Expenses:

    

Administrative, mortality and expense risk charge

     30,980       25,377
              

Net investment income (loss)

     (14,441 )     15,440

Net realized and unrealized capital gains (losses) on investments

    

Net realized capital gains (losses) on investments:

    

Realized gain distributions

     —         —  

Proceeds from sales

     897,175       1,215,163

Cost of investments sold

     756,705       1,165,102
              

Net realized capital gains (losses) on investments

     140,470       50,061

Net change in unrealized appreciation/depreciation of investments:

    

Beginning of period

     679,543       107,345

End of period

     677,692       492,462
              

Net change in unrealized appreciation/depreciation of investments

     (1,851 )     385,117
              

Net realized and unrealized capital gains (losses) on investments

     138,619       435,178
              

Increase (decrease) in net assets from operations

   $ 124,178     $ 450,618
              

See accompanying notes.

 

F-19

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     WRL AEGON Bond     WRL Asset Allocation - Conservative  
     Subaccount     Subaccount  
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 2,022,995     $ 2,178,411     $ 585,793     $ 395,194  

Net realized capital gains (losses) on investments

     (305,580 )     130,687       1,469,682       1,839,271  

Net change in unrealized appreciation/ depreciation of investments

     (362,253 )     (1,624,417 )     (47,398 )     (1,279,053 )
                                

Increase (decrease) in net assets from operations

     1,355,162       684,681       2,008,077       955,412  

Contract transactions

        

Net contract purchase payments

     5,686,347       6,985,534       4,179,871       4,489,784  

Transfer payments from (to) other subaccounts or general account

     (2,900,815 )     (2,339,584 )     (1,023,530 )     2,267,675  

Contract terminations, withdrawals, and other deductions

     (2,861,298 )     (3,387,162 )     (1,583,593 )     (793,426 )

Contract maintenance charges

     (4,313,128 )     (4,659,057 )     (2,060,811 )     (1,835,097 )
                                

Increase (decrease) in net assets from contract transactions

     (4,388,894 )     (3,400,269 )     (488,063 )     4,128,936  
                                

Net increase (decrease) in net assets

     (3,033,732 )     (2,715,588 )     1,520,014       5,084,348  

Net assets:

        

Beginning of the period

     48,334,703       51,050,291       23,572,436       18,488,088  
                                

End of the period

   $ 45,300,971     $ 48,334,703     $ 25,092,450     $ 23,572,436  
                                

See accompanying notes.

 

F-20

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     WRL Asset Allocation - Growth     WRL Asset Allocation - Moderate Growth  
     Subaccount     Subaccount  
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 210,615     $ (531,077 )   $ 2,039,513     $ 529,546  

Net realized capital gains (losses) on investments

     16,613,267       7,276,960       12,344,307       6,596,839  

Net change in unrealized appreciation/ depreciation of investments

     14,104,930       9,847,827       17,713,746       10,178,907  
                                

Increase (decrease) in net assets from operations

     30,928,812       16,593,710       32,097,566       17,305,292  

Contract transactions

        

Net contract purchase payments

     76,561,645       61,878,095       82,342,985       74,237,282  

Transfer payments from (to) other subaccounts or general account

     22,305,764       13,978,228       16,134,297       22,234,003  

Contract terminations, withdrawals, and other deductions

     (8,915,387 )     (8,026,202 )     (12,737,036 )     (9,270,387 )

Contract maintenance charges

     (24,052,634 )     (18,291,716 )     (29,673,704 )     (23,904,632 )
                                

Increase (decrease) in net assets from contract transactions

     65,899,388       49,538,405       56,066,542       63,296,267  
                                

Net increase (decrease) in net assets

     96,828,200       66,132,115       88,164,108       80,601,559  

Net assets:

        

Beginning of the period

     175,590,028       109,457,913       220,729,099       140,127,540  
                                

End of the period

   $ 272,418,228     $ 175,590,028     $ 308,893,207     $ 220,729,099  
                                

See accompanying notes.

 

F-21

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Asset Allocation – Moderate

Subaccount

   

WRL International
Moderate Growth

Subaccount1

 
     2006     2005     2006  

Operations

      

Net investment income (loss)

   $ 1,481,039     $ 619,413     $ (6,439 )

Net realized capital gains (losses) on investments

     4,713,475       3,214,119       7,571  

Net change in unrealized appreciation/depreciation of investments

     2,077,540       434,014       136,796  
                        

Increase (decrease) in net assets from operations

     8,272,054       4,267,546       137,928  

Contract transactions

      

Net contract purchase payments

     21,114,612       21,075,317       908,557  

Transfer payments from (to) other subaccounts or general account

     3,232,158       6,121,942       1,114,517  

Contract terminations, withdrawals, and other deductions

     (3,834,149 )     (4,220,351 )     (31,340 )

Contract maintenance charges

     (9,887,595 )     (8,689,218 )     (63,901 )
                        

Increase (decrease) in net assets from contract transactions

     10,625,026       14,287,690       1,927,833  
                        

Net increase (decrease) in net assets

     18,897,080       18,555,236       2,065,761  

Net assets:

      

Beginning of the period

     71,608,709       53,053,473       —    
                        

End of the period

   $ 90,505,789     $ 71,608,709     $ 2,065,761  
                        

See accompanying notes.

 

F-22

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL MFS International Equity

Subaccount

   

WRL Capital Guardian US Equity

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 290,967     $ (39,548 )   $ (5,579 )   $ (4,701 )

Net realized capital gains (losses) on investments

     3,510,139       3,525,526       173,866       68,944  

Net change in unrealized appreciation/depreciation of investments

     6,211,680       582,607       (32,187 )     12,857  
                                

Increase (decrease) in net assets from operations

     10,012,786       4,068,585       136,100       77,100  

Contract transactions

        

Net contract purchase payments

     9,683,796       5,692,828       153,798       207,131  

Transfer payments from (to) other subaccounts or general account

     11,424,005       1,911,105       (5,561 )     27,953  

Contract terminations, withdrawals, and other deductions

     (2,438,388 )     (2,373,395 )     (12,028 )     (66,929 )

Contract maintenance charges

     (3,301,742 )     (2,716,810 )     (104,866 )     (97,935 )
                                

Increase (decrease) in net assets from contract transactions

     15,367,671       2,513,728       31,343       70,220  
                                

Net increase (decrease) in net assets

     25,380,457       6,582,313       167,443       147,320  

Net assets:

        

Beginning of the period

     38,917,877       32,335,564       1,537,037       1,389,717  
                                

End of the period

   $ 64,298,334     $ 38,917,877     $ 1,704,480     $ 1,537,037  
                                

See accompanying notes.

 

F-23

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Capital Guardian Value

Subaccount

   

WRL Clarion Global Real Estate Securities

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 16,886     $ 2,774     $ 387,842     $ 385,974  

Net realized capital gains (losses) on investments

     362,975       204,076       9,296,367     $ 5,452,628  

Net change in unrealized appreciation/depreciation of investments

     101,201       (30,018 )     15,548,052     $ 112,316  
                                

Increase (decrease) in net assets from operations

     481,062       176,832       25,232,261     $ 5,950,918  

Contract transactions

        

Net contract purchase payments

     1,568,116       671,503       13,739,822     $ 7,064,869  

Transfer payments from (to) other subaccounts or general account

     378,751       62,974       14,782,443     $ 1,271,611  

Contract terminations, withdrawals, and other deductions

     (118,489 )     (111,569 )     (3,535,320 )   $ (2,873,535 )

Contract maintenance charges

     (209,163 )     (180,393 )     (4,831,750 )   $ (3,817,679 )
                                

Increase (decrease) in net assets from contract transactions

     1,619,215       442,515       20,155,195     $ 1,645,266  
                                

Net increase (decrease) in net assets

     2,100,277       619,347       45,387,456     $ 7,596,184  

Net assets:

        

Beginning of the period

     2,885,186       2,265,839       54,171,885     $ 46,575,701  
                                

End of the period

   $ 4,985,463     $ 2,885,186     $ 99,559,341     $ 54,171,885  
                                

See accompanying notes.

 

F-24

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Federated Growth & Income

Subaccount

   

WRL Transamerica Science & Technology

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 868,750     $ 1,599,195     $ (97,790 )   $ (56,508 )

Net realized capital gains (losses) on investments

     9,858,201       11,022,063       1,148,378       560,220  

Net change in unrealized appreciation/depreciation of investments

     (8,664,027 )     (8,019,568 )     (1,055,456 )     (428,646 )
                                

Increase (decrease) in net assets from operations

     2,062,924       4,601,690       (4,868 )     75,066  

Contract transactions

        

Net contract purchase payments

     11,052,033       14,693,201       1,149,113       2,006,065  

Transfer payments from (to) other subaccounts or general account

     (7,785,234 )     (1,298,409 )     (959,013 )     (1,800,604 )

Contract terminations, withdrawals, and other deductions

     (6,272,224 )     (7,555,829 )     (533,462 )     (893,121 )

Contract maintenance charges

     (8,468,944 )     (8,994,366 )     (921,939 )     (1,080,003 )
                                

Increase (decrease) in net assets from contract transactions

     (11,474,369 )     (3,155,403 )     (1,265,301 )     (1,767,663 )
                                

Net increase (decrease) in net assets

     (9,411,445 )     1,446,287       (1,270,169 )     (1,692,597 )

Net assets:

        

Beginning of the period

     116,589,152       115,142,865       11,885,836       13,578,433  
                                

End of the period

   $ 107,177,707     $ 116,589,152     $ 10,615,667     $ 11,885,836  
                                

See accompanying notes.

 

F-25

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL J.P. Morgan Mid-Cap Value

Subaccount

   

WRL JP Morgan Enhanced Index

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ (18,134 )   $ (150,068 )   $ 3,238     $ 5,181  

Net realized capital gains (losses) on investments

     3,250,434       1,728,807       38,942       20,230  

Net change in unrealized appreciation/depreciation of investments

     (253,332 )     95,940       149,265       4,513  
                                

Increase (decrease) in net assets from operations

     2,978,968       1,674,679       191,445       29,924  

Contract transactions

        

Net contract purchase payments

     —         3,036,539       306,025       236,822  

Transfer payments from (to) other subaccounts or general account

     (4,960,805 )     1,812,519       16,610       (76,769 )

Contract terminations, withdrawals, and other deductions

     (1,036,788 )     (1,275,898 )     (49,442 )     (11,060 )

Contract maintenance charges

     (602,529 )     (1,469,998 )     (74,070 )     (75,446 )
                                

Increase (decrease) in net assets from contract transactions

     (6,600,122 )     2,103,162       199,123       73,547  
                                

Net increase (decrease) in net assets

     (3,621,154 )     3,777,841       390,568       103,471  

Net assets:

        

Beginning of the period

     22,237,578       18,459,737       1,278,225       1,174,754  
                                

End of the period

   $ 18,616,424     $ 22,237,578     $ 1,668,793     $ 1,278,225  
                                

See accompanying notes.

 

F-26

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Marsico Growth

Subaccount

   

WRL BlackRock Large Cap Value

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ (117,223 )   $ (115,509 )   $ (253,336 )   $ (105,784 )

Net realized capital gains (losses) on investments

     763,991       371,080       4,434,377       3,303,704  

Net change in unrealized appreciation/depreciation of investments

     (15,946 )     808,065       5,495,844       3,833,092  
                                

Increase (decrease) in net assets from operations

     630,822       1,063,636       9,676,885       7,031,012  

Contract transactions

        

Net contract purchase payments

     1,570,107       2,179,461       7,998,245       7,544,297  

Transfer payments from (to) other subaccounts or general account

     (1,399,812 )     (117,987 )     1,544,159       8,764,597  

Contract terminations, withdrawals, and other deductions

     (692,992 )     (854,567 )     (3,520,455 )     (3,305,776 )

Contract maintenance charges

     (1,007,996 )     (1,004,694 )     (4,025,326 )     (3,384,061 )
                                

Increase (decrease) in net assets from contract transactions

     (1,530,693 )     202,213       1,996,623       9,619,057  
                                

Net increase (decrease) in net assets

     (899,871 )     1,265,849       11,673,508       16,650,069  

Net assets:

        

Beginning of the period

     15,338,318       14,072,469       60,038,994       43,388,925  
                                

End of the period

   $ 14,438,447     $ 15,338,318     $ 71,712,502     $ 60,038,994  
                                

See accompanying notes.

 

F-27

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL MFS High Yield

Subaccount

   

WRL Munder Net50

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 179,867     $ 44,139     $ (112,324 )   $ (117,482 )

Net realized capital gains (losses) on investments

     15,283       4,724       879,864       744,785  

Net change in unrealized appreciation/depreciation of investments

     (10,440 )     (40,812 )     (880,370 )     121,269  
                                

Increase (decrease) in net assets from operations

     184,710       8,051       (112,830 )     748,572  

Contract transactions

        

Net contract purchase payments

     809,293       1,104,778       1,395,604       1,573,872  

Transfer payments from (to) other subaccounts or general account

     51,741       17,179       (1,775,174 )     (1,278,127 )

Contract terminations, withdrawals, and other deductions

     (63,727 )     (1,373 )     (583,041 )     (876,988 )

Contract maintenance charges

     (115,256 )     (55,520 )     (1,018,452 )     (1,160,181 )
                                

Increase (decrease) in net assets from contract transactions

     682,051       1,065,064       (1,981,063 )     (1,741,424 )
                                

Net increase (decrease) in net assets

     866,761       1,073,115       (2,093,893 )     (992,852 )

Net assets:

        

Beginning of the period

     1,430,539       357,424       14,266,078       15,258,930  
                                

End of the period

   $ 2,297,300     $ 1,430,539     $ 12,172,185     $ 14,266,078  
                                

See accompanying notes.

 

F-28

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL PIMCO Total Return

Subaccount

   

WRL Legg Mason Partners All Cap

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 343,658     $ 119,780     $ 49,803     $ (133,797 )

Net realized capital gains (losses) on investments

     (13,968 )     363,995       7,506,947       886,161  

Net change in unrealized appreciation/depreciation of investments

     60,663       (320,072 )     (200,582 )     573,771  
                                

Increase (decrease) in net assets from operations

     390,353       163,703       7,356,168       1,326,135  

Contract transactions

        

Net contract purchase payments

     1,170,881       1,354,732       4,501,426       5,801,886  

Transfer payments from (to) other subaccounts or general account

     (1,674,574 )     2,497,923       (3,760,040 )     (4,544,105 )

Contract terminations, withdrawals, and other deductions

     (768,516 )     (625,546 )     (2,258,609 )     (3,280,211 )

Contract maintenance charges

     (935,651 )     (996,973 )     (3,451,818 )     (3,873,554 )
                                

Increase (decrease) in net assets from contract transactions

     (2,207,860 )     2,230,136       (4,969,041 )     (5,895,984 )
                                

Net increase (decrease) in net assets

     (1,817,507 )     2,393,839       2,387,127       (4,569,849 )

Net assets:

        

Beginning of the period

     12,666,656       10,272,817       45,229,482       49,799,331  
                                

End of the period

   $ 10,849,149     $ 12,666,656     $ 47,616,609     $ 45,229,482  
                                

See accompanying notes.

 

F-29

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL T. Rowe Price Equity Income

Subaccount

   

WRL T. Rowe Price Small Cap

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 211,584     $ 185,119     $ (222,059 )   $ (216,510 )

Net realized capital gains (losses) on investments

     2,583,678       1,648,879       2,715,278       5,244,554  

Net change in unrealized appreciation/depreciation of investments

     1,035,479       (1,184,092 )     (1,650,970 )     (3,040,652 )
                                

Increase (decrease) in net assets from operations

     3,830,741       649,906       842,249       1,987,392  

Contract transactions

        

Net contract purchase payments

     2,694,197       2,848,593       1,085,664       6,207,353  

Transfer payments from (to) other subaccounts or general account

     4,542,098       3,140,490       (9,724,718 )     4,188,014  

Contract terminations, withdrawals, and other deductions

     (1,264,415 )     (1,100,820 )     (1,234,661 )     (1,424,228 )

Contract maintenance charges

     (1,391,210 )     (1,304,623 )     (1,721,264 )     (1,739,887 )
                                

Increase (decrease) in net assets from contract transactions

     4,580,670       3,583,640       (11,594,979 )     7,231,252  
                                

Net increase (decrease) in net assets

     8,411,411       4,233,546       (10,752,730 )     9,218,644  

Net assets:

        

Beginning of the period

     20,551,891       16,318,345       32,674,271       23,455,627  
                                

End of the period

   $ 28,963,302     $ 20,551,891     $ 21,921,541     $ 32,674,271  
                                

See accompanying notes.

 

F-30

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Templeton Transamerica Global

Subaccount

   

WRL Third Avenue Value

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 1,024,313     $ 395,099     $ (108,426 )   $ (328,784 )

Net realized capital gains (losses) on investments

     (4,778,836 )     (9,657,836 )     10,787,669       4,008,276  

Net change in unrealized appreciation/depreciation of investments

     47,229,925       24,950,344       6,786,272       12,287,432  
                                

Increase (decrease) in net assets from operations

     43,475,402       15,687,607       17,465,515       15,966,924  

Contract transactions

        

Net contract purchase payments

     29,216,802       31,707,134       15,141,000       14,176,525  

Transfer payments from (to) other subaccounts or general account

     (12,264,370 )     (13,014,407 )     1,225,615       13,349,049  

Contract terminations, withdrawals, and other deductions

     (14,285,538 )     (18,289,621 )     (6,088,487 )     (5,511,640 )

Contract maintenance charges

     (20,572,811 )     (21,776,283 )     (7,383,386 )     (5,910,345 )
                                

Increase (decrease) in net assets from contract transactions

     (17,905,917 )     (21,373,177 )     2,894,742       16,103,589  
                                

Net increase (decrease) in net assets

     25,569,485       (5,685,570 )     20,360,257       32,070,513  

Net assets:

        

Beginning of the period

     256,622,724       262,308,294       114,190,150       82,119,637  
                                

End of the period

   $ 282,192,209     $ 256,622,724     $ 134,550,407     $ 114,190,150  
                                

See accompanying notes.

 

F-31

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Transamerica Balanced

Subaccount

   

WRL Transamerica Convertible Securities

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 5,016     $ 18,456     $ 20,270     $ 34,499  

Net realized capital gains (losses) on investments

     210,912       405,336       89,444       293,741  

Net change in unrealized appreciation/depreciation of investments

     151,036       (145,716 )     104,994       (259,691 )
                                

Increase (decrease) in net assets from operations

     366,964       278,076       214,708       68,549  

Contract transactions

        

Net contract purchase payments

     657,124       455,870       496,265       155,532  

Transfer payments from (to) other subaccounts or general account

     649,432       283,557       25,531       141,175  

Contract terminations, withdrawals, and other deductions

     (263,933 )     (267,153 )     (142,938 )     (289,703 )

Contract maintenance charges

     (391,446 )     (385,305 )     (226,080 )     (202,001 )
                                

Increase (decrease) in net assets from contract transactions

     651,177       86,969       152,778       (194,997 )
                                

Net increase (decrease) in net assets

     1,018,141       365,045       367,486       (126,448 )

Net assets:

        

Beginning of the period

     4,123,912       3,758,867       2,542,542       2,668,990  
                                

End of the period

   $ 5,142,053     $ 4,123,912     $ 2,910,028     $ 2,542,542  
                                

See accompanying notes.

 

F-32

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Transamerica Equity

Subaccount

   

WRL Transamerica Growth Opportunities

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ (3,650,425 )   $ (1,378,426 )   $ (393,488 )   $ (444,545 )

Net realized capital gains (losses) on investments

     463,198       420,659       2,113,324       4,396,103  

Net change in unrealized appreciation/depreciation of investments

     38,313,856       39,668,765       506,103       3,455,258  
                                

Increase (decrease) in net assets from operations

     35,126,629       38,710,998       2,225,939       7,406,816  

Contract transactions

        

Net contract purchase payments

     45,872,577       37,695,303       7,982,615       8,447,959  

Transfer payments from (to) other subaccounts or general account

     637,153,963       (3,735,803 )     (1,363,326 )     (600,023 )

Contract terminations, withdrawals, and other deductions

     (22,482,168 )     (18,549,996 )     (3,171,457 )     (3,234,181 )

Contract maintenance charges

     (31,943,395 )     (22,394,978 )     (4,555,520 )     (4,423,774 )
                                

Increase (decrease) in net assets from contract transactions

     628,600,977       (6,985,474 )     (1,107,688 )     189,981  
                                

Net increase (decrease) in net assets

     663,727,606       31,725,524       1,118,251       7,596,797  

Net assets:

        

Beginning of the period

     290,823,547       259,098,023       56,848,783       49,251,986  
                                

End of the period

   $ 954,551,153     $ 290,823,547     $ 57,967,034     $ 56,848,783  
                                

See accompanying notes.

 

F-33

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

    

WRL Transamerica Money Market

Subaccount

   

WRL Transamerica Small/MidCap Value

Subaccount

 
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 1,890,724     $ 971,082     $ 8,998     $ (9,360 )

Net realized capital gains (losses) on investments

     —         —         785,782       151,282  

Net change in unrealized appreciation/depreciation of investments

     —         —         372,142       152,916  
                                

Increase (decrease) in net assets from operations

     1,890,724       971,082       1,166,922       294,838  

Contract transactions

        

Net contract purchase payments

     11,827,776       9,579,872       5,619,248       3,210,445  

Transfer payments from (to) other subaccounts or general account

     2,688,816       3,192,382       924,977       798,587  

Contract terminations, withdrawals, and other deductions

     (6,557,733 )     (7,139,381 )     (466,322 )     (72,841 )

Contract maintenance charges

     (5,636,297 )     (5,223,746 )     (760,999 )     (232,730 )
                                

Increase (decrease) in net assets from contract transactions

     2,322,562       409,127       5,316,904       3,703,461  
                                

Net increase (decrease) in net assets

     4,213,286       1,380,209       6,483,826       3,998,299  

Net assets:

        

Beginning of the period

     46,226,920       44,846,711       4,710,189       711,890  
                                

End of the period

   $ 50,440,206     $ 46,226,920     $ 11,194,015     $ 4,710,189  
                                

See accompanying notes.

 

F-34

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     WRL Transamerica U.S. Government
Securities
    WRL Transamerica Value
Balanced
 
     Subaccount     Subaccount  
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 21,415     $ 24,324     $ 2,503,842     $ 2,559,380  

Net realized capital gains (losses) on investments

     (21,335 )     8,568       6,437,631       11,766,713  

Net change in unrealized appreciation/depreciation of investments

     9,792       (22,709 )     11,222,945       (6,234,410 )

Increase (decrease) in net assets from operations

     9,872       10,183       20,164,418       8,091,683  
                                

Contract transactions

        

Net contract purchase payments

     113,171       401,837       3,019,862       14,968,805  

Transfer payments from (to) other subaccounts or general account

     (40,574 )     (741 )     (6,143,451 )     (6,758,235 )

Contract terminations, withdrawals, and other deductions

     (198,383 )     (16,848 )     (8,506,360 )     (10,288,840 )

Contract maintenance charges

     (84,836 )     (85,141 )     (11,614,243 )     (12,193,295 )
                                

Increase (decrease) in net assets from contract transactions

     (210,622 )     299,107       (13,244,192 )     (14,271,565 )
                                

Net increase (decrease) in net assets

     (200,750 )     309,290       6,920,226       (6,179,882 )

Net assets:

        

Beginning of the period

     862,890       553,600       149,052,652       155,232,534  
                                

End of the period

   $ 662,140     $ 862,890     $ 155,972,878     $ 149,052,652  
                                

See accompanying notes.

 

F-35

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     WRL Van Kampen Mid-Cap Growth     ProFund VP Bull  
     Subaccount     Subaccount1  
     2006     2005     2006  

Operations

      

Net investment income (loss)

   $ (2,791,746 )   $ (2,442,587 )   $ (1,546 )

Net realized capital gains (losses) on investments

     (8,314,174 )     (12,738,297 )     62,798  

Net change in unrealized appreciation/depreciation of investments

     37,381,675       34,414,529       (42,511 )
                        

Increase (decrease) in net assets from operations

     26,275,755       19,233,645       18,741  

Contract transactions

      

Net contract purchase payments

     35,133,583       40,236,720       1,565,844  

Transfer payments from (to) other subaccounts or general account

     (21,375,087 )     (13,359,170 )     6,878,303  

Contract terminations, withdrawals, and other deductions

     (17,646,019 )     (21,086,014 )     (3,403 )

Contract maintenance charges

     (25,068,709 )     (26,666,003 )     (21,786 )
                        

Increase (decrease) in net assets from contract transactions

     (28,956,232 )     (20,874,467 )     8,418,958  
                        

Net increase (decrease) in net assets

     (2,680,477 )     (1,640,822 )     8,437,699  

Net assets:

      

Beginning of the period

     313,235,641       314,876,463       —    
                        

End of the period

   $ 310,555,164     $ 313,235,641     $ 8,437,699  
                        

See accompanying notes.

 

F-36

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     ProFund VP Money
Market
    ProFund VP OTC  
     Subaccount1     Subaccount1  
     2006     2006  

Operations

    

Net investment income (loss)

   $ 35,309     $ (3,506 )

Net realized capital gains (losses) on investments

     —         35,520  

Net change in unrealized appreciation/depreciation of investments

     —         (15,502 )
                

Increase (decrease) in net assets from operations

     35,309       16,512  

Contract transactions

    

Net contract purchase payments

     317,348       521,593  

Transfer payments from (to) other subaccounts or general account

     1,282,544       411,827  

Contract terminations, withdrawals, and other deductions

     (93,163 )     (3,453 )

Contract maintenance charges

     (74,052 )     (22,006 )
                

Increase (decrease) in net assets from contract transactions

     1,432,677       907,961  
                

Net increase (decrease) in net assets

     1,467,986       924,473  

Net assets:

    

Beginning of the period

     —         —    
                

End of the period

   $ 1,467,986     $ 924,473  
                

See accompanying notes.

 

F-37

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     ProFund VP Short
Small-Cap
   

ProFund VP Small-

Cap

 
     Subaccount1     Subaccount1  
     2006     2006  

Operations

    

Net investment income (loss)

   $ (9,566 )   $ (21,919 )

Net realized capital gains (losses) on investments

     (618,914 )     477,452  

Net change in unrealized appreciation/depreciation of investments

     1,562       7,970  
                

Increase (decrease) in net assets from operations

     (626,918 )     463,503  

Contract transactions

    

Net contract purchase payments

     378,696       —    

Transfer payments from (to) other subaccounts or general account

     531,227       3,141,059  

Contract terminations, withdrawals, and other deductions

     (45,736 )     (72,977 )

Contract maintenance charges

     (74,726 )     (121,287 )
                

Increase (decrease) in net assets from contract transactions

     789,461       2,946,795  
                

Net increase (decrease) in net assets

     162,543       3,410,298  

Net assets:

    

Beginning of the period

     —         —    
                

End of the period

   $ 162,543     $ 3,410,298  
                

See accompanying notes.

 

F-38

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     Fidelity VIP Contrafund®     Fidelity VIP Equity-Income  
     Subaccount     Subaccount  
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ 21,753     $ (136,489 )   $ 262,666     $ 75,402  

Net realized capital gains (losses) on investments

     3,071,627       265,753       1,796,402       716,208  

Net change in unrealized appreciation/depreciation of investments

     (742,450 )     2,539,900       56,673       (302,374 )
                                

Increase (decrease) in net assets from operations

     2,350,930       2,669,164       2,115,741       489,236  

Contract transactions

        

Net contract purchase payments

     2,107,264       2,511,483       1,398,105       1,172,047  

Transfer payments from (to) other subaccounts or general account

     159,493       4,445,144       1,713,424       (1,097,223 )

Contract terminations, withdrawals, and other deductions

     (1,439,871 )     (1,094,527 )     (637,863 )     (896,474 )

Contract maintenance charges

     (1,425,496 )     (1,170,007 )     (794,159 )     (840,947 )
                                

Increase (decrease) in net assets from contract transactions

     (598,610 )     4,692,093       1,679,507       (1,662,597 )
                                

Net increase (decrease) in net assets

     1,752,320       7,361,257       3,795,248       (1,173,361 )

Net assets:

        

Beginning of the period

     22,443,195       15,081,938       11,407,858       12,581,219  
                                

End of the period

   $ 24,195,515     $ 22,443,195     $ 15,203,106     $ 11,407,858  
                                

See accompanying notes.

 

F-39

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2006 and 2005, Except as Noted

 

     Fidelity VIP Growth Opportunities     Fidelity VIP Index 500  
     Subaccount     Subaccount  
     2006     2005     2006     2005  

Operations

        

Net investment income (loss)

   $ (14,441 )   $ (7,738 )   $ 15,440     $ 2,398  

Net realized capital gains (losses) on investments

     140,470       92,096       50,061       11,276  

Net change in unrealized appreciation/depreciation of investments

     (1,851 )     174,978       385,117       5,966  
                                

Increase (decrease) in net assets from operations

     124,178       259,336       450,618       89,640  

Contract transactions

        

Net contract purchase payments

     477,058       564,964       1,845,319       1,371,548  

Transfer payments from (to) other subaccounts or general account

     (55,156 )     (119,506 )     644,246       457,136  

Contract terminations, withdrawals, and other deductions

     (194,190 )     (273,535 )     (67,314 )     (8,675 )

Contract maintenance charges

     (270,579 )     (292,704 )     (413,676 )     (246,957 )
                                

Increase (decrease) in net assets from contract transactions

     (42,867 )     (120,781 )     2,008,575       1,573,052  
                                

Net increase (decrease) in net assets

     81,311       138,555       2,459,193       1,662,692  

Net assets:

        

Beginning of the period

     3,730,091       3,591,536       2,223,179       560,487  
                                

End of the period

   $ 3,811,402     $ 3,730,091     $ 4,682,372     $ 2,223,179  
                                

See accompanying notes.

 

F-40

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

1. Organization and Summary of Significant Accounting Policies

Organization

The WRL Series Life Account (the “Life Account”) was established as a variable accumulation deferred annuity separate account of Western Reserve Life Assurance Co. of Ohio (“WRL” or the “depositor”) and is registered as a unit investment trust under the Investment Company Act of 1940, as amended. The Life Account encompasses the following tax-deferred variable annuity Contracts (the “Contracts”) issued by WRL:

Class A:

WRL Freedom Freedom Builder

WRL Freedom Elite

WRL Freedom Equity Protector

WRL Freedom Wealth Protector

WRL Freedom Elite Builder

WRL Freedom Elite Advisor

Class B:

WRL Freedom Xcelerator

The Life Account contains multiple investment options referred to as subaccounts. Each subaccount invests exclusively in the corresponding Portfolio (the “Portfolio”) of a fund. The Life Account contains six funds (collectively referred to as the “Series Funds”). Each is registered as an open-ended managment investment company under the Investment Company Act of 1940, as amended.

Subaccount Investment by Fund:

AEGON/Transamerica Series Trust:

WRL AEGON Bond

WRL Asset Allocation—Conservative

WRL Asset Allocation—Growth

WRL Asset Allocation—Moderate Growth

WRL Asset Allocation—Moderate

WRL International Moderate Growth

WRL MFS International Equity

WRL Capital Guardian US Equity

WRL Capital Guardian Value

WRL Clarion Global Real Estate Securities

WRL Federated Growth & Income

WRL Transamerica Science & Technology

WRL J.P. Morgan Mid-Cap Value

WRL JP Morgan Enhanced Index

WRL Marsico Growth

WRL BlackRock Large Cap Value

WRL MFS High Yield

 

F-41

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

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

WRL Munder Net50

WRL PIMCO Total Return

WRL Legg Mason Partners All Cap

WRL T. Rowe Price Equity Income

WRL T. Rowe Price Small Cap

WRL Templeton Transamerica Global

WRL Third Avenue Value

WRL Transamerica Balanced

WRL Transamerica Convertible Securities

WRL Transamerica Equity

WRL Transamerica Growth Opportunities

WRL Transamerica Money Market

WRL Transamerica Small/MidCap Value

WRL Transamerica U.S. Government Securities

WRL Transamerica Value Balanced

WRL Van Kampen Mid-Cap Growth

Life Account classes A, B and C invest in AEGON Transamerica Series Trust initial class shares.

Variable Insurance Products Fund-Service Class 2:

Fidelity VIP Index 500

Fidelity-VIP Contrafund® Portfolio

Fidelity-VIP Equity-Income Portfolio

Fidelity-VIP Growth Opportunities Portfolio

ProFunds

ProFund VP Bull

ProFund VP OTC

ProFund VP Small-Cap

ProFund VP Short Small-Cap

ProFund VP Money Market

Each period reported on reflects a full twelve month period except as follows:

 

   

Subaccount

 

Inception Date

   
  Asset Allocation-Growth   May 1, 2002  
  Asset Allocation-Conservative   May 1, 2002  
  Asset Allocation—Moderate   May 1, 2002  
  Asset Allocation-Moderate Growth   May 1, 2002  
  Capital Guardian Value   May 1, 2002  
  Capital Guardian U.S. Equity   May 1, 2002  
  J.P. Morgan Enhanced Index   May 1, 2002  
  PIMCO Total Return   May 1, 2002  

 

F-42

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

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

 

  Transamerica Balanced   May 1, 2002  
  Transamerica Convertible Securities   May 1, 2002  
  Transamerica Equity   May 1, 2002  
  Transamerica Growth Opportunities   May 1, 2002  
  Transamerica U.S. Government Securities   May 1, 2002  
  MFS High Yield   May 1, 2003  
  Transamerica Small/Mid Cap Value   May 1, 2004  
  Fidelity VIP Index 500 Portfolio   May 1, 2004  
  WRL International Moderate Growth   May 1, 2006  
  ProFund VP Bull   June 12, 2006  
  ProFund VP OTC   June 12, 2006  
  ProFund VP Small-Cap   June 12, 2006  
  ProFund VP Short Small-Cap   June 12, 2006  
  ProFund VP Money Market   June 12, 2006  

The following Portfolio name changes were made effective during the fiscal year ended December 31, 2006:

 

   

Portfolio

 

Formerly

   
  MFS International Equity   America Century International  
  Templeton Transamerica Global   Templeton Great Companies Global  
  Transamerica Science & Technology   Great Companies - TechnologySM  
  BlackRock Large Cap Value   Mercury Large-Cap Value  
  Legg Mason Partners All Cap   Salomon All Cap  

The following Portfolio mergers were made effective during the fiscal year ended December 31, 2006:

 

   

Portfolio

 

Formerly

   
  Transamerica Equity   Janus Growth  
  Transamerica Equity   Great Companies - AmericaSM  

Investments

Net purchase payments received by the Life Account are invested in the portfolios of the Series Funds, as selected by the contract owner. Investments are stated at the closing net asset values per share on December 31, 2006.

Realized capital gains and losses from the sales of shares in the Series Funds are determined on the first-in, first-out basis. Investment transactions are accounted for on the trade date (date the order to buy or sell is executed) and dividend income is recorded on the ex-dividend date. Unrealized gains or losses from investments in the Series Funds are included in the Statements of Operations.

Dividend Income

Dividends received from the Series Funds investments are reinvested to purchase additional mutual fund shares.

 

F-43

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

2. Investments

The aggregate cost of purchases and proceeds from sales of investments for the period ended December 31, 2006 were as follows:

 

     Purchases    Sales

AEGON/Transamerica Series Fund, Inc.:

     

AEGON Bond

   $ 7,388,829    $ 9,698,802

Asset Allocation—Conservative Portfolio

     7,407,318      6,158,674

Asset Allocation—Growth Portfolio

     85,477,698      3,049,927

Asset Allocation—Moderate Growth Portfolio

     77,258,370      7,873,197

Asset Allocation—Moderate Portfolio

     23,129,941      7,177,507

MFS International Equity

     2,393,169      471,776

Capital Guardian US Equity

     22,622,202      4,058,150

Capital Guardian Value

     434,301      269,503

Clarion Global Real Estate Securities

     2,615,170      697,058

Federated Growth & Income

     32,437,035      3,642,174

Transamerica Science & Technology

     15,803,757      17,667,969

International Moderate Growth Fund

     1,940,371      2,461,413

J.P. Morgan Mid-Cap Value

     2,085,911      6,933,963

JP Morgan Enhanced Index

     438,636      236,275

Marsico Growth

     1,999,842      3,696,452

BlackRock Large Cap Value

     11,028,175      6,311,028

MFS High Yield

     2,394,595      1,509,885

Munder Net50

     2,284,757      4,377,917

PIMCO Total Return

     5,662,130      7,523,312

Legg Mason Partners All Cap

     9,261,654      7,866,806

T. Rowe Price Equity Income

     9,535,343      2,290,581

T. Rowe Price Small Cap

     7,141,843      16,808,986

Templeton Transamerica Global

     8,623,294      25,606,057

Third Avenue Value

     22,405,792      12,819,957

Transamerica Balanced

     1,632,120      855,940

Transamerica Convertible Securities

     1,885,648      1,667,310

Transamerica Equity

     666,720,752      41,144,671

 

F-44

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

2. Investments (continued)

 

     Purchases    Sales

Transamerica Growth Opportunities

   $ 8,726,990    $ 8,627,969

Transamerica Money Market

     42,303,009      37,989,758

Transamerica Small/Mid-Cap Value

     7,299,513      1,215,781

Transamerica U.S. Government Securities

     477,756      665,892

Transamerica Value Balanced

     11,779,604      16,741,340

Van Kampen Mid-Cap Growth

     7,637,573      39,532,309

Profunds

     

ProFund VP Bull

     13,332,571      4,890,946

ProFund VP Money Market

     25,866,774      24,401,112

ProFund VP OTC

     6,733,850      5,829,394

ProFund VP Short Small-Cap

     23,071,695      22,291,487

ProFund VP Small-Cap

     26,297,508      23,258,835

Variable Insurance Products Fund (VIP)—Service Class 2:

     

Fidelity VIP Contrafund® Portfolio

     5,825,005      4,419,020

Fidelity VIP Equity-Income Portfolio

     5,360,204      1,874,483

Fidelity VIP Growth Opportunities Portfolio

     839,973      897,175

Fidelity VIP Index 500 Portfolio

     3,298,325      1,215,163

 

F-45

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL AEGON Bond
Subaccount
    WRL Asset Allocation -
Conservative
Subaccount
   

WRL Asset Allocation -
Growth

Subaccount

    WRL Asset Allocation -
Moderate Growth
Subaccount
   

WRL Asset Allocation -
Moderate

Subaccount

 

Units outstanding at January 1, 2005

   1,703,657     1,545,736     9,183,811     11,678,509     4,444,248  

Units purchased

   499,716     898,447     7,578,265     9,406,243     2,941,891  

Units redeemed and transferred

   (586,447 )   (550,143 )   (3,528,612 )   (4,182,229 )   (1,742,982 )
                              

Units outstanding at December 31, 2005

   1,616,926     1,894,040     13,233,464     16,902,523     5,643,157  

Units purchased

   489,446     751,361     8,801,934     9,221,661     2,751,668  

Units redeemed and transferred

   (611,110 )   (785,759 )   (4,129,984 )   (5,151,832 )   (1,931,934 )
                              

Units outstanding at December 31, 2006

   1,495,262     1,859,642     17,905,414     20,972,352     6,462,891  
                              

 

F-46

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL International
Moderate Growth
Subaccount
    WRL MFS
International Equity
Subaccount
    WRL Capital
Guardian US Equity
Subaccount
    WRL Capital
Guardian Value
Subaccount
    WRL Clarion Global
Real Estate Securities
Subaccount
 

Units outstanding at January 1, 2005

   —       3,118,682     117,501     185,493     2,253,014  

Units purchased

   —       1,195,804     37,109     114,466     1,076,267  

Units redeemed and transferred

   —       (958,953 )   (31,266 )   (78,892 )   (982,799 )
                              

Units outstanding at December 31, 2005

   —       3,355,533     123,344     221,067     2,346,482  

Units purchased

   283,124     2,569,006     30,090     183,243     1,518,607  

Units redeemed and transferred

   (83,904 )   (1,379,405 )   (28,093 )   (74,485 )   (772,172 )
                              

Units outstanding at December 31, 2006

   199,220     4,545,134     125,341     329,825     3,092,917  
                              

 

F-47

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL Federated
Growth & Income
Subaccount
    WRL Transamerica
Science & Technology
Subaccount
   

WRL J.P. Morgan Mid-

Cap Value

Subaccount

    WRL JP Morgan
Enhanced Index
Subaccount
    WRL Marsico Growth
Subaccount
 

Units outstanding at January 1, 2005

   3,738,868     3,284,550     1,335,977     102,732     1,568,428  

Units purchased

   1,182,257     1,327,381     1,100,739     34,055     591,422  

Units redeemed and transferred

   (1,162,539 )   (1,781,149 )   (947,485 )   (27,750 )   (575,314 )
                              

Units outstanding at December 31, 2005

   3,758,586     2,830,782     1,489,231     109,037     1,584,536  

Units purchased

   940,857     485,219     17,693     41,724     487,947  

Units redeemed and transferred

   (1,227,024 )   (800,589 )   (434,479 )   (26,330 )   (650,090 )
                              

Units outstanding at December 31, 2006

   3,472,419     2,515,412     1,072,445     124,431     1,422,393  
                              

 

F-48

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL BlackRock
Large Cap Value
Subaccount
    WRL MFS High Yield
Subaccount
    WRL Munder Net50
Subaccount
   

WRL PIMCO Total
Return

Subaccount

    WRL Legg Mason
Partners All Cap
Subaccount
 

Units outstanding at January 1, 2005

   2,164,254     30,333     1,655,749     905,243     3,632,195  

Units purchased

   1,115,917     145,013     884,628     858,051     824,201  

Units redeemed and transferred

   (661,413 )   (55,143 )   (1,098,871 )   (662,758 )   (1,256,990 )
                              

Units outstanding at December 31, 2005

   2,618,758     120,203     1,441,506     1,100,536     3,199,406  

Units purchased

   912,645     193,198     589,522     674,489     697,467  

Units redeemed and transferred

   (820,196 )   (136,651 )   (795,875 )   (862,026 )   (1,028,030 )
                              

Units outstanding at December 31, 2006

   2,711,207     176,750     1,235,153     912,999     2,868,843  
                              

 

F-49

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL T. Rowe Price
Equity Income
Subaccount
    WRL T. Rowe Price
Small Cap
Subaccount
    WRL Templeton
Transamerica Global
Subaccount
   

WRL Third Avenue
Value

Subaccount

    WRL Transamerica
Balanced
Subaccount
 

Units outstanding at January 1, 2005

   1,494,674     2,141,030     11,153,731     3,748,043     320,575  

Units purchased

   854,330     2,511,099     1,942,556     1,931,626     164,700  

Units redeemed and transferred

   (527,534 )   (1,932,909 )   (2,838,659 )   (1,210,264 )   (156,540 )
                              

Units outstanding at December 31, 2005

   1,821,470     2,719,220     10,257,628     4,469,405     328,735  

Units purchased

   921,481     979,284     1,718,803     1,645,081     172,566  

Units redeemed and transferred

   (567,988 )   (1,922,065 )   (2,365,313 )   (1,494,184 )   (122,081 )
                              

Units outstanding at December 31, 2006

   2,174,963     1,776,439     9,611,118     4,620,302     379,220  
                              

 

F-50

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL Transamerica
Convertible Securities
Subaccount
   

WRL Transamerica
Equity

Subaccount

    WRL Transamerica
Growth Opportunities
Subaccount
    WRL Transamerica
Money Market
Subaccount
   

WRL Transamerica
Small/MidCap Value

Subaccount

 

Units outstanding at January 1, 2005

   211,280     20,350,784     4,139,106     2,386,257     62,180  

Units purchased

   104,465     4,692,135     1,402,558     4,524,067     397,159  

Units redeemed and transferred

   (120,823 )   (5,260,989 )   (1,394,922 )   (4,477,169 )   (93,917 )
                              

Units outstanding at December 31, 2005

   194,922     19,781,930     4,146,742     2,433,155     365,422  

Units purchased

   185,687     47,273,875     1,474,760     3,645,016     664,035  

Units redeemed and transferred

   (176,915 )   (6,800,780 )   (1,563,169 )   (3,513,826 )   (287,468 )
                              

Units outstanding at December 31, 2006

   203,694     60,255,025     4,058,333     2,564,345     741,989  
                              

 

F-51

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     WRL Transamerica
U.S. Government
Securities
Subaccount
    WRL Transamerica
Value Balanced
Subaccount
    WRL Van Kampen
Mid-Cap Growth
Subaccount
    ProFund VP Bull
Subaccount
   

ProFund VP Money
Market

Subaccount

 

Units outstanding at January 1, 2005

   51,200     7,584,776     9,381,782     —       —    

Units purchased

   57,209     1,079,106     1,974,341     —       —    

Units redeemed and transferred

   (30,383 )   (1,765,696 )   (2,589,282 )   —       —    
                              

Units outstanding at December 31, 2005

   78,026     6,898,186     8,766,841     —       —    

Units purchased

   48,939     950,602     1,518,373     1,205,279     3,228,678  

Units redeemed and transferred

   (68,406 )   (1,524,200 )   (2,287,791 )   (468,565 )   (3,084,493 )
                              

Units outstanding at December 31, 2006

   58,559     6,324,588     7,997,423     736,714     144,185  
                              

 

F-52

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     ProFund VP OTC
Subaccount
    ProFund VP Short
Small-Cap
Subaccount
    ProFund VP
Small-Cap
Subaccount
    Fidelity VIP
Contrafund®
Subaccount
   

Fidelity VIP Equity-
Income

Subaccount

 

Units outstanding at January 1, 2005

   —       —       —       1,426,128     1,044,759  

Units purchased

   —       —       —       829,704     214,441  

Units redeemed and transferred

   —       —       —       (420,166 )   (353,809 )
                              

Units outstanding at December 31, 2005

   —       —       —       1,835,666     905,391  

Units purchased

   640,243     2,512,744     2,719,436     668,658     382,794  

Units redeemed and transferred

   (559,372 )   (2,494,294 )   (2,416,178 )   (712,415 )   (273,056 )
                              

Units outstanding at December 31, 2006

   80,871     18,450     303,258     1,791,909     1,015,129  
                              

 

F-53

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

3. Accumulation Units Outstanding

A summary of changes in equivalent accumulation units outstanding follows:

 

     Fidelity VIP Growth
Opportunities
Subaccount
    Fidelity VIP Index 500
Subaccount
 

Units outstanding at January 1, 2005

   472,044     49,600  

Units purchased

   151,065     191,027  

Units redeemed and transferred

   (167,947 )   (53,170 )
            

Units outstanding at December 31, 2005

   455,162     187,457  

Units purchased

   166,367     323,618  

Units redeemed and transferred

   (175,121 )   (166,940 )
            

Units outstanding at December 31, 2006

   446,408     344,135  
            

 

F-54

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

4. Financial Highlights

The Life Account offers various death benefit options, which have differing fees that are charged against the contract owner’s account balance. These charges are discussed in more detail in the individual’s policy. Differences in the fee structures for these units result in different unit values, expense ratios, and total returns.

 

Subaccount

  

Year

Ended

    Units   

Unit FairValue
Corresponding to

Lowest to Highest

Expense Ratio

  

Net

Assets

  

Investment

Income

Ratio*

   

Expense

Ratio

Lowest to

Highest

   

Total Return

Corresponding to

Lowest to Highest

Expense Ratio

 

WRL AEGON Bond

 

                              
   12/31/2006     1,495,262    $ 10.07    to    $ 31.58    $ 45,300,971    5.23 %   0.00 %   to    0.90 %   0.69 %   to    2.99 %
   12/31/2005     1,616,926      10.64    to      30.66      48,334,703    5.24     0.75     to    0.90     1.53     to    1.39  
   12/31/2004     1,703,657      10.48    to      30.24      51,050,290    6.75     0.75     to    0.90     3.75     to    3.59  
   12/31/2003     1,881,315      10.10    to      29.19      54,870,991    4.46     0.75     to    0.90     1.00     to    3.35  
   12/31/2002     2,170,717      28.24    to      28.24      61,311,114    3.91     0.90     to    0.90     8.99     to    8.99  

WRL Asset Allocation—Conservative

                         
   12/31/2006     1,859,642      10.21    to      13.53      25,092,450    3.28     0.00     to    0.90     2.12     to    8.47  
   12/31/2005     1,894,040      11.81    to      12.48      23,572,436    2.78     0.75     to    0.90     4.40     to    4.25  
   12/31/2004     1,545,736      11.31    to      11.97      18,488,088    0.34     0.75     to    0.90     8.89     to    8.73  
   12/31/2003     1,008,444      10.39    to      11.01      11,098,258    0.13     0.75     to    0.90     3.88     to    21.82  
   12/31/2002 (1)   484,273      9.04    to      9.04      4,375,628    0.00     0.90     to    0.90     (9.65 )   to    (9.65 )

WRL Asset Allocation—Growth

 

   12/31/2006     17,905,414      10.44    to      15.19      272,418,228    0.96     0.00     to    0.90     4.36     to    14.59  
   12/31/2005     13,233,464      13.36    to      13.25      175,590,028    0.49     0.75     to    0.90     11.40     to    11.24  
   12/31/2004     9,183,811      11.99    to      11.91      109,457,913    0.09     0.75     to    0.90     13.33     to    13.16  
   12/31/2003     4,004,475      10.58    to      10.53      42,156,566    0.16     0.75     to    0.90     5.83     to    29.63  
   12/31/2002 (1)   831,252      8.12    to      8.12      6,750,521    0.00     0.90     to    0.90     (18.79 )   to    (18.79 )

WRL Asset Allocation—Moderate Growth

 

   12/31/2006     20,972,352      10.35    to      14.76      308,893,207    1.64     0.00     to    0.90     3.55     to    12.82  
   12/31/2005     16,902,523      12.91    to      13.08      220,729,099    1.18     0.75     to    0.90     9.09     to    8.93  
   12/31/2004     11,678,509      11.84    to      12.01      140,127,540    0.20     0.75     to    0.90     12.69     to    12.53  
   12/31/2003     6,173,245      10.50    to      10.67      65,890,483    0.15     0.75     to    0.90     5.02     to    26.03  
   12/31/2002 (1)   1,777,591      8.47    to      8.47      15,054,123    0.00     0.90     to    0.90     (15.31 )   to    (15.31 )

WRL Asset Allocation—Moderate

 

   12/31/2005     5,643,157      12.30    to      12.74      71,608,709    1.89     0.75     to    0.90     6.64     to    6.49  
   12/31/2004     4,444,247      11.54    to      11.96      53,053,473    0.27     0.75     to    0.90     10.56     to    10.40  
   12/31/2003     3,023,154      10.43    to      10.84      32,761,809    0.11     0.75     to    0.90     4.34     to    23.75  
   12/31/2002 (1)   1,230,771      8.76    to      8.76      10,778,004    0.00     0.90     to    0.90     (12.43 )   to    (12.43 )

WRL International Moderate Growth

 

   12/31/2006 (1)   199,220      10.50    to      10.37      2,065,761    0.00     0.00     to    1.80     5.04     to    3.67  

WRL MFS International Equity

 

   12/31/2006     4,545,134      14.15    to      14.15      64,298,334    1.45     0.90     to    0.90     21.97     to    21.97  
   12/31/2005     3,355,533      11.60    to      11.60      38,917,877    0.78     0.90     to    0.90     11.86     to    11.86  
   12/31/2004     3,118,682      10.37    to      10.37      32,335,564    0.00     0.90     to    0.90     13.32     to    13.32  
   12/31/2003     2,848,831      9.15    to      9.15      26,065,025    0.00     0.90     to    0.90     24.17     to    24.17  
   12/31/2002     1,082,271      7.37    to      7.37      7,974,341    0.31     0.90     to    0.90     (21.89 )   to    (21.89 )

WRL Capital Guardian US Equity

 

   12/31/2006     125,341      13.60    to      13.60      1,704,480    0.54     0.90     to    0.90     9.13     to    9.13  
   12/31/2005     123,344      12.46    to      12.46      1,537,037    0.56     0.90     to    0.90     5.36     to    5.36  
   12/31/2004     117,501      11.83    to      11.83      1,389,717    0.29     0.90     to    0.90     8.79     to    8.79  
   12/31/2003     102,982      10.87    to      10.87      1,119,621    0.13     0.90     to    0.90     35.28     to    35.28  
   12/31/2002 (1)   17,962      8.04    to      8.04      144,350    0.53     0.90     to    0.90     (19.63 )   to    (19.63 )

 

F-55

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

4. Financial Highlights (continued)

 

Subaccount

  

Year

Ended

    Units   

Unit FairValue
Corresponding to

Lowest to Highest

Expense Ratio

  

Net

Assets

  

Investment

Income

Ratio*

   

Expense

Ratio**

Lowest to

Highest

   

Total Return***

Corresponding to

Lowest to Highest

Expense Ratio

 

WRL Capital Guardian Value

 

   12/31/2006     329,825    $ 10.29    to    $ 15.04    $ 4,985,463    1.36 %   0.00 %   to    0.90 %   2.86 %   to    15.46 %
   12/31/2005     221,066      13.38    to      13.03      2,885,186    0.99     0.75     to    0.90     6.91     to    6.75  
   12/31/2004     185,493      12.52    to      12.20      2,265,839    1.07     0.75     to    0.90     15.83     to    15.66  
   12/31/2003     107,771      10.81    to      10.55      1,137,821    0.71     0.75     to    0.90     8.06     to    33.38  
   12/31/2002 (1)   22,897      7.91    to      7.91      181,117    6.22     0.90     to    0.90     (20.90 )   to    (20.90 )

WRL Clarion Global Real Estate Securities

 

   12/31/2006     3,092,917      10.80    to      32.88      99,559,341    1.41     0.00     to    0.90     7.96     to    41.01  
   12/31/2005     2,346,482      16.20    to      23.32      54,171,885    1.67     0.75     to    0.90     12.63     to    12.46  
   12/31/2004     2,253,014      14.38    to      20.74      46,575,701    2.15     0.75     to    0.90     31.87     to    31.67  
   12/31/2003     1,880,937      10.91    to      15.75      29,605,609    2.33     0.75     to    0.90     9.06     to    34.53  
   12/31/2002     1,671,235      11.71    to      11.71      19,563,739    1.89     0.90     to    0.90     2.67     to    2.67  

WRL Federated Growth & Income

 

   12/31/2006     3,472,419      10.14    to      32.96      107,177,707    1.66     0.00     to    0.90     1.38     to    1.84  
   12/31/2005     3,758,586      12.15    to      32.36      116,589,152    2.27     0.75     to    0.90     4.18     to    4.03  
   12/31/2004     3,738,868      11.67    to      31.11      115,142,865    2.74     0.75     to    0.90     8.39     to    8.23  
   12/31/2003     3,561,620      10.76    to      28.74      102,294,129    4.27     0.75     to    0.90     7.62     to    25.71  
   12/31/2002     3,464,567      22.86    to      22.86      79,209,542    6.12     0.90     to    0.90     0.06     to    0.06  

WRL Transamerica Science & Technology

 

   12/31/2006     2,515,412      10.31    to      4.17      10,615,667    0.00     0.00     to    0.90     3.07     to    0.11  
   12/31/2005     2,830,782      11.25    to      4.16      11,885,836    0.42     0.75     to    0.90     1.30     to    1.15  
   12/31/2004     3,284,550      11.10    to      4.11      13,578,433    0.00     0.75     to    0.90     7.25     to    7.10  
   12/31/2003     3,737,230      10.35    to      3.84      14,371,762    0.00     0.75     to    0.90     3.53     to    49.61  
   12/31/2002     2,023,470      2.57    to      2.57      5,195,290    0.00     0.90     to    0.90     (38.67 )   to    (38.67 )

WRL J.P. Morgan Mid-Cap Value

 

   12/31/2006     1,072,445      14.52    to      17.38      18,616,424    0.80     0.75     to    0.90     16.37     to    16.20  
   12/31/2005     1,489,231      12.48    to      14.96      22,237,578    0.22     0.75     to    0.90     8.34     to    8.18  
   12/31/2004     1,335,977      11.52    to      13.83      18,459,737    0.04     0.75     to    0.90     0.00     to    13.56  
   12/31/2003     1,250,497      12.18    to      12.18      15,226,569    0.11     0.90     to    0.90     30.25     to    30.25  
   12/31/2002     1,015,942      9.35    to      9.35      9,497,729    0.04     0.90     to    0.90     (13.50 )   to    (13.50 )

WRL JP Morgan Enhanced Index

 

   12/31/2006     124,431      10.35    to      13.37      1,668,793    1.10     0.00     to    0.90     3.48     to    14.29  
   12/31/2005     109,037      12.08    to      11.70      1,278,225    1.31     0.75     to    0.90     2.69     to    2.54  
   12/31/2004     102,732      11.76    to      11.41      1,174,754    0.79     0.75     to    0.90     10.19     to    10.03  
   12/31/2003     86,604      10.67    to      10.37      898,846    0.51     0.75     to    0.90     6.74     to    27.79  
   12/31/2002 (1)   6,162      8.11    to      8.11      50,001    0.37     0.90     to    0.90     (18.85 )   to    (18.85 )

WRL Marsico Growth

 

   12/31/2006     1,422,393      10.39    to      10.06      14,438,447    0.13     0.00     to    0.90     3.92     to    4.42  
   12/31/2005     1,584,536      12.12    to      9.64      15,338,318    0.08     0.75     to    0.90     7.77     to    7.62  
   12/31/2004     1,568,428      11.25    to      8.95      14,072,469    0.00     0.75     to    0.90     11.41     to    11.25  
   12/31/2003     1,242,369      10.09    to      8.05      10,004,724    0.00     0.75     to    0.90     0.90     to    0.94  
   12/31/2002     694,382      6.43    to      6.43      4,463,531    0.11     0.90     to    0.90     (26.64 )   to    (26.64 )

 

F-56

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

4. Financial Highlights (continued)

 

Subaccount

  

Year

Ended

    Units   

Unit FairValue
Corresponding to

Lowest to Highest

Expense Ratio

  

Net

Assets

  

Investment

Income

Ratio*

   

Expense

Ratio**

Lowest to

Highest

   

Total Return***

Corresponding to

Lowest to Highest

Expense Ratio

 

WRL BlackRock Large Cap Value

 

   12/31/2006     2,711,207    $ 10.35    to    $ 26.71    $ 71,712,502    0.50 %   0.00 %   to    0.90 %   3.48 %   to    15.88 %
   12/31/2005     2,618,758      14.75    to      23.05      60,038,994    0.68     0.75     to    0.90     15.08     to    14.91  
   12/31/2004     2,164,254      12.82    to      20.06      43,388,925    1.03     0.75     to    0.90     17.45     to    17.28  
   12/31/2003     2,231,396      10.91    to      17.10      38,151,724    0.83     0.75     to    0.90     9.13     to    28.62  
   12/31/2002     2,277,668      13.30    to      13.30      30,288,827    2.17     0.90     to    0.90     (14.98 )   to    (14.98 )

WRL MFS High Yield

 

   12/31/2006     176,750      10.29    to      13.16      2,297,300    11.44     0.00     to    0.90     2.93     to    9.96  
   12/31/2005     120,203      11.38    to      11.97      1,430,539    6.75     0.75     to    0.90     1.05     to    0.91  
   12/31/2004     30,333      11.26    to      11.86      357,424    4.56     0.75     to    0.90     8.95     to    8.81  
   12/31/2003 (1)   39,961      10.34    to      10.90      434,213    0.28     0.75     to    0.90     3.40     to    8.90  

WRL Munder Net50

 

   12/31/2006     1,235,153      10.57    to      9.76      12,172,185    0.00     0.00     to    0.90     5.74     to    (0.89 )
   12/31/2005     1,441,506      12.44    to      9.85      14,266,078    0.00     0.75     to    0.90     7.26     to    7.10  
   12/31/2004     1,655,749      11.60    to      9.19      15,258,930    0.00     0.75     to    0.90     14.47     to    14.31  
   12/31/2003     1,614,860      10.13    to      8.04      12,994,061    0.00     0.75     to    0.90     1.34     to    65.12  
   12/31/2002     500,840      4.87    to      4.87      2,439,489    0.00     0.90     to    0.90     (38.97 )   to    (38.97 )

WRL PIMCO Total Return

 

   12/31/2006     912,999      10.05    to      11.91      10,849,149    3.78     0.00     to    0.90     0.46     to    3.28  
   12/31/2005     1,100,536      10.68    to      11.53      12,666,656    1.95     0.75     to    0.90     1.57     to    1.42  
   12/31/2004     905,243      10.51    to      11.37      10,272,817    1.54     0.75     to    0.90     3.71     to    3.56  
   12/31/2003     839,446      10.14    to      10.98      9,211,006    1.17     0.75     to    0.90     1.35     to    3.97  
   12/31/2002 (1)   698,700      10.56    to      10.56      7,375,719    0.00     0.90     to    0.90     5.56     to    5.56  

WRL Legg Mason Partners All Cap

 

   12/31/2006     2,868,843      10.48    to      16.63      47,616,609    1.00     0.00     to    0.90     4.84     to    17.50  
   12/31/2005     3,199,406      11.90    to      14.16      45,229,482    0.60     0.75     to    0.90     3.30     to    3.15  
   12/31/2004     3,632,195      11.52    to      13.72      49,799,331    0.23     0.75     to    0.90     8.32     to    8.16  
   12/31/2003     3,289,258      10.63    to      12.69      41,728,574    0.39     0.75     to    0.90     6.31     to    33.95  
   12/31/2002     2,911,947      9.47    to      9.47      27,582,891    1.07     0.90     to    0.90     (25.39 )   to    (25.39 )

WRL T. Rowe Price Equity Income

 

   12/31/2006     2,174,963      10.40    to      13.27      28,963,302    1.62     0.00     to    0.90     4.00     to    17.90  
   12/31/2005     1,821,470      12.64    to      11.25      20,551,891    1.44     0.75     to    0.90     3.33     to    3.18  
   12/31/2004     1,494,674      12.23    to      10.91      16,318,345    0.85     0.75     to    0.90     13.95     to    13.79  
   12/31/2003     854,942      10.73    to      9.59      8,199,996    0.96     0.75     to    0.90     7.35     to    25.73  
   12/31/2002     602,588      7.62    to      7.62      4,594,414    0.29     0.90     to    0.90     (19.54 )   to    (19.54 )

WRL T. Rowe Price Small Cap

 

   12/31/2006     1,776,439      10.17    to      12.33      21,921,541    0.00     0.00     to    0.90     1.67     to    2.67  
   12/31/2005     2,719,220      12.42    to      12.01      32,674,271    0.00     0.75     to    0.90     9.79     to    9.63  
   12/31/2004     2,141,030      11.31    to      10.95      23,455,627    0.00     0.75     to    0.90     9.54     to    9.38  
   12/31/2003     1,728,562      10.33    to      10.01      17,308,326    0.00     0.75     to    0.90     3.29     to    39.15  
   12/31/2002     926,530      7.20    to      7.20      6,666,778    0.00     0.90     to    0.90     (28.00 )   to    (28.00 )

 

F-57

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

4. Financial Highlights (continued)

 

Subaccount

  

Year

Ended

    Units   

Unit FairValue
Corresponding to

Lowest to Highest

Expense Ratio

  

Net

Assets

  

Investment

Income

Ratio*

   

Expense

Ratio**

Lowest to

Highest

   

Total Return***

Corresponding to

Lowest to Highest

Expense Ratio

 

WRL Templeton Transamerica Global

 

   12/31/2006     9,611,118    $ 10.42    to    $ 29.51    $ 282,192,209    1.27 %   0.00 %   to    0.90 %   4.21 %   to    17.73 %
   12/31/2005     10,257,628      12.31    to      25.07      256,622,724    1.05     0.75     to    0.90     6.67     to    6.51  
   12/31/2004     11,153,731      11.54    to      23.53      262,308,294    0.00     0.75     to    0.90     8.25     to    8.09  
   12/31/2003     11,515,920      10.66    to      21.77      250,696,512    0.00     0.75     to    0.90     6.65     to    22.15  
   12/31/2002     12,274,006      17.82    to      17.82      218,764,520    2.66     0.90     to    0.90     (26.69 )   to    (26.69 )

WRL Third Avenue Value

 

   12/31/2006     4,620,302      10.40    to      29.78      134,550,407    0.80     0.00     to    0.90     3.99     to    15.04  
   12/31/2005     4,469,405      15.33    to      25.89      114,190,150    0.55     0.75     to    0.90     17.92     to    17.75  
   12/31/2004     3,748,044      13.00    to      21.99      82,119,637    0.66     0.75     to    0.90     23.87     to    23.69  
   12/31/2003     3,155,343      10.50    to      17.77      56,066,993    0.45     0.75     to    0.90     4.96     to    36.04  
   12/31/2002     2,881,932      13.07    to      13.07      37,655,548    1.83     0.90     to    0.90     (12.66 )   to    (12.66 )

WRL Transamerica Balanced

 

   12/31/2006     379,220      10.17    to      13.58      5,142,053    1.00     0.00     to    0.90     1.66     to    8.15  
   12/31/2005     328,735      12.26    to      12.55      4,123,912    1.37     0.75     to    0.90     7.16     to    7.00  
   12/31/2004     320,575      11.44    to      11.73      3,758,867    1.23     0.75     to    0.90     10.32     to    10.16  
   12/31/2003     281,176      10.37    to      10.65      2,993,302    0.19     0.75     to    0.90     3.72     to    12.88  
   12/31/2002 (1)   245,862      9.43    to      9.43      2,319,228    0.00     0.90     to    0.90     (5.67 )   to    (5.67 )

WRL Transamerica Convertible Securities

 

   12/31/2006     203,694      10.27    to      14.41      2,910,028    1.55     0.00     to    0.90     2.74     to    9.91  
   12/31/2005     194,922      11.90    to      13.11      2,542,542    2.24     0.75     to    0.90     3.11     to    2.96  
   12/31/2004     211,280      11.54    to      12.74      2,668,990    1.92     0.75     to    0.90     12.33     to    12.17  
   12/31/2003     179,538      10.27    to      11.35      2,035,207    0.17     0.75     to    0.90     2.73     to    22.56  
   12/31/2002 (1)   33,615      9.26    to      9.26      311,409    0.00     0.90     to    0.90     (7.36 )   to    (7.36 )

WRL Transamerica Equity

 

   12/31/2006     60,255,025      10.18    to      15.85      954,551,153    0.00     0.00     to    0.90     1.84     to    7.75  
   12/31/2005     19,781,930      13.94    to      14.71      290,823,547    0.36     0.75     to    0.90     15.67     to    15.50  
   12/31/2004     20,350,784      12.05    to      12.73      259,098,023    0.00     0.75     to    0.90     14.94     to    14.77  
   12/31/2003     945,566      10.49    to      11.09      10,488,937    0.00     0.75     to    0.90     4.88     to    30.05  
   12/31/2002 (1)   325,964      8.53    to      8.53      2,780,665    0.00     0.90     to    0.90     (14.69 )   to    (14.69 )

WRL Transamerica Growth Opportunities

 

   12/31/2006     4,058,333      10.25    to      14.28      57,967,034    0.23     0.00     to    0.90     2.50     to    4.16  
   12/31/2005     4,146,742      14.01    to      13.71      56,848,783    0.00     0.75     to    0.90     15.36     to    15.19  
   12/31/2004     4,139,106      12.14    to      11.90      49,251,986    0.00     0.75     to    0.90     15.75     to    15.58  
   12/31/2003     431,388      10.49    to      10.29      4,441,137    0.00     0.75     to    0.90     4.88     to    30.04  
   12/31/2002 (1)   69,733      7.92    to      7.92      551,974    0.00     0.90     to    0.90     (20.84 )   to    (20.84 )

WRL Transamerica Money Market

 

   12/31/2006     2,564,345      10.08    to      20.17      50,440,206    4.68     0.00     to    0.90     0.78     to    3.80  
   12/31/2005     2,433,155      10.24    to      19.43      46,226,920    2.88     0.75     to    0.90     2.11     to    1.96  
   12/31/2004     2,386,257      10.02    to      19.05      44,846,711    0.98     0.75     to    0.90     0.25     to    0.10  
   12/31/2003     3,057,560      10.00    to      19.04      58,161,963    0.81     0.75     to    0.90     (0.01 )   to    (0.11 )
   12/31/2002     4,900,822      19.06    to      19.06      93,388,169    1.83     0.90     to    0.90     0.54     to    0.54  

 

F-58

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

4. Financial Highlights (continued)

 

Subaccount

  

Year

Ended

    Units   

Unit FairValue
Corresponding to

Lowest to Highest

Expense Ratio

  

Net

Assets

  

Investment

Income

Ratio*

   

Expense

Ratio**

Lowest to

Highest

   

Total Return***

Corresponding to

Lowest to Highest

Expense Ratio

 

WRL Transamerica Small/MidCap Value

 

   12/31/2006     741,989    $ 10.42    to    $ 15.07    $ 11,194,015    0.97 %   0.00 %   to    0.90 %   4.20 %   to    17.00 %
   12/31/2005     365,422      12.92    to      12.88      4,710,189    0.48     0.75     to    0.90     12.71     to    12.55  
   12/31/2004 (1)   62,180      11.46    to      11.45      711,890    0.00     0.75     to    0.90     21.73     to    21.56  

WRL Transamerica U.S. Government Securities

 

   12/31/2006     58,559      10.03    to      11.34      662,140    3.52     0.00     to    0.90     0.34     to    2.35  
   12/31/2005     78,026      10.50    to      11.08      862,890    3.81     0.75     to    0.90     1.47     to    1.32  
   12/31/2004     51,200      10.35    to      10.93      553,600    3.64     0.75     to    0.90     2.52     to    2.37  
   12/31/2003     33,527      10.09    to      10.68      356,524    2.30     0.75     to    0.90     0.93     to    2.03  
   12/31/2002     21,143      10.47    to      10.47      221,267    0.65     0.90     to    0.90     4.65     to    4.65  

WRL Transamerica Value Balanced

 

   12/31/2006     6,324,588      10.32    to      24.71      155,972,878    2.55     0.00     to    0.90     3.20     to    14.24  
   12/31/2005     6,898,186      11.97    to      21.63      149,052,652    2.60     0.75     to    0.90     5.80     to    5.64  
   12/31/2004     7,584,776      11.31    to      20.47      155,232,534    1.44     0.75     to    0.90     9.14     to    8.98  
   12/31/2003     3,399,763      10.36    to      18.79      63,848,278    3.12     0.75     to    0.90     3.63     to    19.09  
   12/31/2002     3,534,817      15.77    to      15.77      55,761,642    3.72     0.90     to    0.90     (14.59 )   to    (14.59 )

WRL Van Kampen Mid-Cap Growth

 

   12/31/2006     7,997,423      10.41    to      39.00      310,555,164    0.00     0.00     to    0.90     4.10     to    8.93  
   12/31/2005     8,766,841      11.45    to      35.81      313,235,641    0.09     0.75     to    0.90     6.75     to    6.59  
   12/31/2004     9,381,782      10.73    to      33.59      314,876,463    0.00     0.75     to    0.90     6.34     to    6.18  
   12/31/2003     9,928,670      10.09    to      31.64      314,045,521    0.00     0.75     to    0.90     0.90     to    27.01  
   12/31/2002     10,075,642      24.91    to      24.91      250,959,142    0.09     0.90     to    0.90     (33.66 )   to    (33.66 )

ProFund VP Bull

 

   12/31/2006 (1)   736,714      10.31    to      11.45      8,437,699    0.07     0.00     to    0.90     3.09     to    14.52  

ProFund VP Money Market

 

   12/31/2006 (1)   144,185      10.07    to      10.18      1,467,986    2.09     0.00     to    0.90     0.68     to    1.81  

ProFund VP OTC

 

   12/31/2006 (1)   80,871      10.13    to      11.43      924,473    0.00     0.00     to    0.90     1.34     to    14.31  

ProFund VP Short Small-Cap

 

   12/31/2006 (1)   18,450      9.82    to      8.81      162,543    0.15     0.00     to    0.90     (1.82 )   to    (11.90 )

ProFund VP Small-Cap

 

   12/31/2006 (1)   303,258      10.24    to      11.25      3,410,298    0.00     0.00     to    0.90     2.39     to    12.45  

Fidelity VIP Contrafund®

 

   12/31/2006     1,791,909      13.50    to      13.50      24,195,515    0.98     0.00     to    0.90     10.44     to    10.44  
   12/31/2005     1,835,666      12.23    to      12.23      22,443,195    0.11     0.90     to    0.90     15.61     to    15.61  
   12/31/2004     1,426,128      10.58    to      10.58      15,081,938    0.19     0.90     to    0.90     14.13     to    14.13  
   12/31/2003     1,131,264      9.27    to      9.27      10,482,511    0.28     0.90     to    0.90     27.05     to    27.05  
   12/31/2002     898,335      7.29    to      7.29      6,551,710    0.47     0.90     to    0.90     (10.41 )   to    (10.41 )

 

F-59

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

4. Financial Highlights (continued)

 

Subaccount

  

Year

Ended

    Units   

Unit FairValue
Corresponding to

Lowest to Highest

Expense Ratio

  

Net

Assets

  

Investment

Income

Ratio*

   

Expense

Ratio**

Lowest to

Highest

   

Total Return***

Corresponding to

Lowest to Highest

Expense Ratio

 

Fidelity VIP Equity-Income

 

   12/31/2006     1,015,129    $ 14.98    to    $ 14.98    $ 15,203,106    3.03 %   0.90 %   to    0.90 %   18.86 %   to    18.86 %
   12/31/2005     905,391      12.60    to      12.60      11,407,858    1.54     0.90     to    0.90     4.63     to    4.63  
   12/31/2004     1,044,759      12.04    to      12.04      12,581,219    1.36     0.90     to    0.90     10.24     to    10.24  
   12/31/2003     957,570      10.92    to      10.92      10,460,293    1.43     0.90     to    0.90     28.87     to    28.87  
   12/31/2002     727,551      8.48    to      8.48      6,167,180    1.36     0.90     to    0.90     (17.89 )   to    (17.89 )

Fidelity VIP Growth Opportunities

 

   12/31/2006     446,408      8.54    to      8.54      3,811,402    0.47     0.90     to    0.90     4.18     to    4.18  
   12/31/2005     455,162      8.20    to      8.20      3,730,091    0.67     0.90     to    0.90     7.71     to    7.71  
   12/31/2004     472,044      7.61    to      7.61      3,591,536    0.32     0.90     to    0.90     5.93     to    5.93  
   12/31/2003     432,103      7.18    to      7.18      3,103,466    0.40     0.90     to    0.90     28.25     to    28.25  
   12/31/2002     329,442      5.60    to      5.60      1,844,921    0.72     0.90     to    0.90     (22.70 )   to    (22.70 )

Fidelity VIP Index 500

 

   12/31/2006     344,135      10.33    to      13.01      4,682,372    1.24     0.00     to    0.90     3.27     to    14.41  
   12/31/2005     187,457      12.04    to      11.37      2,223,179    0.96     0.75     to    0.90     3.78     to    3.63  
   12/31/2004     49,601      11.60    to      10.98      560,487    0.18     0.75     to    0.90     9.52     to    14.53  
   12/31/2003 (1)   2,542      10.60    to      10.60      26,929    0.00     0.75     to    0.75     5.95     to    5.95  

* These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying Series Fund, net of management fees assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying Series Fund in which the subaccounts invest. These ratios are annualized for periods less than one
** These ratios represent the annualized contract expenses of the Life Account, consisting primarily of mortality and expense charges. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying
*** These amounts represent the total return for the period indicated, including changes in the value of the underlying Series Fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented.

 

F-60

Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2006

5. Administrative, Mortality, and Expense Risk Charge

Under some forms of the policies, a sales charge and premium taxes are deducted by WRL prior to allocation of policy owner payments to the subaccounts. Contingent surrender charges may also apply.

Under all forms of the policy, monthly charges against policy cash values are made to compensate WRL for costs of insurance provided.

A daily charge equal to an annual rate from 0.75% and 0.90% of average daily net assets is assessed to compensate WRL for assumption of mortaility and expense risks in connection with the issuance and administration of the policies. This charge (not assessed at the individual contract level) effectively reduces the value of a unit outstanding during the year.

6. Income Taxes

Operations of the Life Account form a part of WRL, which is taxed as a life insurance company under Subchapter L of the Internal Revenue Code of 1986, as amended (the Code). The operations of the Life Account are accounted for separately from other operations of WRL for purposes of federal income taxation. The Life Account is not separately taxable as a regulated investment company under Subchapter M of the Code and is not otherwise taxable as an entity separate from WRL. Under existing federal income tax laws, the income of the Life Account is not taxable to WRL, as long as earnings are credited under the variable annuity contracts.

7. Dividend Distributions

Dividends are not declared by the Life Account, since the increase in the value of the underlying investment in the Series Funds is reflected daily in the accumulation unit price used to calculate the equity value within the Life Account. Consequently, a dividend distribution by the underlying Series Funds does not change either the accumulation unit price or equity values within the Life Account.

 

F-61

 

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Western Reserve Life Assurance Co. of Ohio

 

We have audited the accompanying statutory-basis balance sheets of Western Reserve Life Assurance Co. of Ohio (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 audit 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 the 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 Ohio Department of Insurance, which practices differ from U.S. generally accepted accounting principles. The variances between such practices and U.S. generally accepted accounting principles also are described in Note 1. The effects on the financial statement 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 Western Reserve Life Assurance Co. of Ohio 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.

F-62

 


However, in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Western Reserve Life Assurance Co. of Ohio 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 Ohio Department of Insurance. 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 Western Reserve Life Assurance Co. of Ohio 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 Western Reserve Life Assurance Co. of Ohio changed its accounting for investment 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

 

March 13, 2007

 

F-63

 


Western Reserve Life Assurance Co. of Ohio

 

Balance Sheets – Statutory Basis

(Dollars in Thousands, Except per Share Amounts)

 

 

December 31

 

2006

2005

Admitted assets

 

 

Cash and invested assets:

 

 

Bonds

$ 623,828

$ 681,735

Preferred stocks

4,796

Common stocks of affiliated entities (cost: 2006 - $19,901

and 2005 - $2,693)

 

23,000

 

49,448

Mortgage loans on real estate

25,548

18,035

Home office properties

39,428

40,276

Cash, cash equivalents and short-term investments

112,307

30,206

Policy loans

344,781

300,462

Other invested assets

11,993

14,227

Total cash and invested assets

1,185,681

1,134,389

 

 

 

 

 

 

Net deferred income tax asset

30,527

27,873

Premiums deferred and uncollected

5,027

5,161

Reinsurance receivable

3,235

4,888

Receivable from parent, subsidiaries and affiliates

31,579

Investment income due and accrued

6,941

7,620

Cash surrender value of life insurance policies

61,729

59,598

Other admitted assets

7,665

10,173

Separate account assets

10,196,130

9,448,013

Total admitted assets

$11,528,514

$10,697,715

 

 

F-64

 


 

 

 

 

December 31

 

2006

2005

Liabilities and capital and surplus

 

 

Liabilities:

 

 

Aggregate reserves for policies and contracts:

 

 

Life

$ 986,405

$ 956,610

Annuity

636,572

692,848

Life policy and contract claim reserves

12,884

18,448

Liability for deposit-type contracts

16,456

21,104

Other policyholders’ funds

50

42

Remittances and items not allocated

10,526

12,068

Borrowed funds

18,885

6,439

Federal and foreign income taxes payable

9,508

3,069

Transfers to separate account due or accrued

(931,425)

(939,994)

Asset valuation reserve

5,858

12,885

Interest maintenance reserve

1,250

Funds held under coinsurance and other reinsurance treaties

 

16,095

 

17,603

Reinsurance in unauthorized companies

259

Payable to affiliates

Amounts incurred under modified coinsurance agreements

41,262

4,351

19,293

5,118

Payable for securities

865

Unearned investment income

9,589

8,701

Other liabilities

27,405

23,068

Separate account liabilities

10,196,130

9,447,455

Total liabilities

11,061,416

10,306,266

 

 

 

Capital and surplus:

 

 

Common stock, $1.00 par value, 3,000,000 shares authorized and 2,500,000 shares issued and outstanding

2,500

2,500

Paid-in surplus

151,781

152,185

Unassigned surplus

312,817

236,764

Total capital and surplus

467,098

391,449

Total liabilities and capital and surplus

$11,528,514

$10,697,715

 

See accompanying notes.

 

F-65

 


Western Reserve Life Assurance Co. of Ohio

 

Statements of Operations – Statutory Basis

(Dollars in Thousands)

 

 

Year Ended December 31

 

2006

2005

2004

Revenues:

 

 

 

Premiums and other considerations, net of reinsurance:

 

 

 

Life

$ 582,936

$ 578,361

$ 573,363

Annuity

584,189

568,168

575,450

Net investment income

64,109

86,812

90,794

Amortization of interest maintenance reserve

(437)

45

705

Commissions and expense allowances on reinsurance ceded

9,385

3,383

1,224

Reserve adjustments on reinsurance ceded

8,451

(1,018)

(2,037)

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

128,081

114,078

99,953

Income earned on company owned life insurance

2,257

2,267

2,307

Income from administrative service agreement

36,528

Other income

5,320

7,615

4,686

 

1,420,819

1,359,711

1,346,445

Benefits and expenses:

 

 

 

Benefits paid or provided for:

 

 

 

Life

65,610

80,266

68,009

Surrender benefits

1,047,578

963,670

880,353

Annuity benefits

47,275

40,836

47,307

Other benefits

2,587

2,586

1,248

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

 

 

 

Life

34,451

511,178

20,136

Annuity

(56,276)

(78,445)

(36,786)

 

1,141,225

1,520,091

980,267

Insurance expenses:

 

 

 

Commissions

167,682

156,876

144,462

General insurance expenses

101,204

92,552

94,805

Taxes, licenses and fees

16,459

15,204

16,316

Net transfers from separate accounts

(186,676)

(571,654)

(53,443)

Other expenses

1,274

1,527

249

 

99,943

(305,495)

202,389

Total benefits and expenses

1,241,168

1,214,596

1,182,656

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

179,651

145,115

163,789

Dividends to policyholders

29

30

31

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

179,622

145,085

163,758

Federal income tax expense

67,978

39,955

42,354

Income from operations before net realized capital gains (losses) on investments

111,644

105,130

121,404

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

345

(584)

39

Net income

$ 111,989

$ 104,546

$ 121,443

 

See accompanying notes.

 

F-66

 

 


Western Reserve Life Assurance Co. of Ohio

 

Statements of Changes in Capital and Surplus – Statutory Basis

(Dollars in Thousands)

 

 

 

Common

Stock

 

Paid-In

Surplus

 

Unassigned

Surplus

Total

Capital and

Surplus

 

 

 

 

 

Balance at January 1, 2004

$ 2,500

$150,107

$192,076

$344,683

Net income

121,443

121,443

Change in net unrealized capital gains and losses

12,477

12,477

Change in non-admitted assets

(23,892)

(23,892)

Change in asset valuation reserve

(3,552)

(3,552)

Change in surplus in separate accounts

356

356

Change in net deferred income tax asset

26,679

26,679

Dividend to stockholder

(200,000)

(200,000)

Surplus effect of reinsurance transaction

(1,185)

(1,185)

Contributed surplus related to stock appreciation rights plan of indirect parent

 

 

 

 

912

 

 

 

 

912

Balance at December 31, 2004

2,500

151,019

124,402

277,921

Net income

104,546

104,546

Change in net unrealized capital gains and losses

17,411

17,411

Change in non-admitted assets

(27,593)

(27,593)

Change in asset valuation reserve

(2,828)

(2,828)

Change in liability for reinsurance in unauthorized companies

 

 

 

(259)

 

(259)

Change in surplus in separate accounts

(241)

(241)

Change in net deferred income tax asset

22,511

22,511

Surplus effect of reinsurance transaction

(1,185)

(1,185)

Contributed surplus related to stock appreciation rights plan of indirect parent

 

 

 

 

1,166

 

 

 

 

1,166

Balance at December 31, 2005

2,500

152,185

236,764

391,449

 

F-67

 


Western Reserve Life Assurance Co. of Ohio

 

Statements of Changes in Capital and Surplus – Statutory Basis (continued)

(Dollars in Thousands)

 

 

 

Common

Stock

 

Paid-In

Surplus

 

Unassigned

Surplus

Total

Capital and

Surplus

Balance at December 31, 2005

$ 2,500

$ 152,185

$236,764

$391,449

Net income

111,989

111,989

Change in net unrealized capital gains and losses

(43,656)

(43,656)

Change in non-admitted assets

(42,577)

(42,577)

Change in asset valuation reserve

7,027

7,027

Change in liability for reinsurance in unauthorized companies

 

 

 

259

 

259

Change in surplus in separate accounts

(141)

(141)

Change in net deferred income tax asset

24,874

24,874

Dividend to stockholder

(2,000)

(2,000)

Cumulative effect of changes in accounting principles

 

 

 

1

 

1

Surplus effect of reinsurance transaction

(969)

(969)

Contributed surplus related to stock appreciation rights plan of indirect parent

 

 

 

 

(404)

 

 

 

 

(404)

Correction of prior year error

21,246

21,246

Balance at December 31, 2006

$ 2,500

$ 151,781

$312,817

$467,098

 

See accompanying notes.

F-68

 


Western Reserve Life Assurance Co. of Ohio

 

Statements of Cash Flow – Statutory Basis

(Dollars in Thousands)

 

 

Year Ended December 31

 

2006

2005

2004

Operating activities

 

 

 

Premiums collected, net of reinsurance

$1,167,315

$1,144,956

$1,148,270

Net investment income received

71,408

92,755

97,348

Miscellaneous income received

187,060

118,762

103,115

Benefit and loss related payments

(1,165,987)

(1,093,337)

(985,923)

Commissions, expenses paid and aggregate write-ins for deductions

 

(282,359)

 

(271,622)

 

(255,745)

Net transfers to separate accounts and protected cell accounts

 

191,125

 

88,327

 

51,024

Dividends paid to policyholders

(29)

(30)

(31)

Federal and foreign income taxes paid

(60,364)

(53,662)

(38,301)

Net cash provided by operating activities

108,169

26,149

119,757

 

 

 

 

Investing activities

 

 

 

Proceeds from investments sold, matured or repaid:

 

 

 

Bonds

513,300

758,904

639,637

Preferred stocks

3,020

Common stocks

8,144

683

Mortgage loans on real estate

988

5,085

258

Other invested assets

3,750

Miscellaneous proceeds

962

245

30,831

Total investment proceeds

526,414

767,984

671,409

 

 

 

 

Cost of investments acquired:

 

 

 

Bonds

(465,786)

(778,751)

(588,219)

Preferred stocks

(2,488)

Common stocks

(4,126)

(650)

Mortgage loans on real estate

(8,501)

(6,208)

(7,500)

Real estate

(39)

(153)

(67)

Other invested assets

(484)

(1,007)

(544)

Miscellaneous applications

(31,061)

(295)

Total cost of investments acquired

(481,424)

(817,180)

(597,275)

Net increase in policy loans

(44,319)

(20,804)

(10,766)

Net cost of investments acquired

(525,743)

(837,984)

(608,041)

Net cash provided by (used in) investing activities

671

(70,000)

63,368

 

 

 

 

 

F-69

 


Western Reserve Life Assurance Co. of Ohio

 

Statements of Cash Flow – Statutory Basis (continued)

(Dollars in Thousands)

 

 

Year Ended December 31

 

2006

2005

2004

Financing and miscellaneous activities

 

 

 

Cash provided (applied):

 

 

 

Borrowed funds received

$ 12,384

$ 6,407

$ –

Net deposits (withdrawals) on deposit-type contracts and other insurance liabilities

(5,334)

5,284

830

Dividends to stockholder

(2,000)

(200,000)

Other cash provided (applied)

(31,789)

38,787

(31,092)

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

(26,739)

50,478

(230,262)

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

 

82,101

 

6,627

 

(47,137)

 

 

 

 

Cash, cash equivalents and short-term investments:

 

 

 

Beginning of year

30,206

23,579

70,716

End of year

$ 112,307

$ 30,206

$ 23,579

 

 

 

 

See accompanying notes.

 

F-70

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis

(Dollars in Thousands)

 

December 31, 2006

 

1. Organization and Summary of Significant Accounting Policies

 

Organization

 

Western Reserve Life Assurance Co. of Ohio (the Company) is a stock life insurance company and is a wholly owned subsidiary of AEGON USA, Inc. (AEGON). AEGON is an indirect, wholly owned subsidiary of AEGON N.V., a holding company organized under the laws of The Netherlands.

 

Nature of Business

 

The Company operates predominantly in the variable universal life and variable annuity areas of the life insurance business. The Company is licensed in 49 states, District of Columbia, Puerto Rico and Guam. Sales of the Company’s products are through financial planners, independent representatives, financial institutions and stockbrokers. The majority of the Company’s new life insurance, and a portion of new annuities, are written through an affiliated marketing organization.

 

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 Ohio Department of Insurance, which practices differ from U.S. generally accepted accounting principles (GAAP). The more significant variances from GAAP are:

 

Investments: Investments in bonds and mandatory redeemable preferred stocks are reported at amortized cost or fair value based on their rating by the National Association of Insurance Commissioners (NAIC); 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

 

 

F-71

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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

 

trading and as a separate component of other comprehensive imcome 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.

 

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.

 

Investments in real estate are reported net of related obligations rather than on a gross basis as for GAAP. Real estate owned and occupied by the Company is included in investments rather than reported as an operating asset as under GAAP, and investment income and operating expenses on a statutory basis include rent for the Company’s occupancy of those properties. Changes between depreciated cost and admitted amounts are credited or charged directly to unassigned surplus rather than to income as would be required under GAAP.

 

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.

 

 

 

F-72

 


Western Reserve Life Assurance Co. of Ohio

 

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 would be 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.

 

Subsidiaries: The accounts and operations of the Company’s subsidiaries are not consolidated with the accounts and operations of the Company as would be required under 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”, principally the non-admitted portion of deferred income tax assets and agent debit balances, 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.

 

 

 

 

F-73

 


Western Reserve Life Assurance Co. of Ohio

 

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 surrender and 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 credited directly to an appropriate policy reserve account, without recognizing premium income or benefits paid. 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.

 

 

 

 

 

 

F-74

 


Western Reserve Life Assurance Co. of Ohio

 

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% 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 nonadmitted.

 

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.

 

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 tatements of cash flow represent cash balances and investments with initial maturities of one year of 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 have not been determined by the Company, but are presumed to be material.

 

Other significant accounting practices are as follows:

 

F-75

 


Western Reserve Life Assurance Co. of Ohio

 

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 SVO 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, categorized as bonds, 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 both affiliated and unaffiliated 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, $4,308 of 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 noninsurance subsidiaries are reported based on underlying 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.

 

Home office properties are reported at cost less allowances for depreciation. Depreciation of home office properties is computed principally by the straight-line method.

 

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.

 

F-76

 


Western Reserve Life Assurance Co. of Ohio

 

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.

 

At December 31, 2006, 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. At December 31, 2005, LIHTC properties were accounted for based on GAAP equity.

 

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, preferred and common stocks are credited or charged directly to unassigned surplus.

 

The carrying values of all investments are reviewed on an ongoing basis for credit deterioration or changes in estimated cash flows. 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.

 

Under a formula prescribed by the NAIC, the Company defers, in the IMR, the portion of realized 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 security.

 

During 2006, 2005, and 2004 net realized capital (losses) gains of $(2,235), $(2,416), and $1,507, respectively, were credited to the IMR rather than being immediately recognized in the statements of operations. Amortization of these net (losses) gains aggregated $(437), $45, and $705 for the years ended December 31, 2006, 2005, and 2004, respectively.

 

F-77

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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

 

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. Investment income due and accrued of $20, $28, and $33 has been excluded for the years ended December 31, 2006, 2005, and 2004, respectively, with respect to such practices.

 

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 and 2005, securities with a book value of $18,544 and $6,527, respectively, and a market value of $18,767 and $6,428, respectively, 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 6.01%.

 

Derivative Instruments

 

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 financial statements.

 

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 related policies. Premiums received 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.

 

Aggregate Reserves for Policies and Contracts

 

Life and annuity 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 required by law. The Company waives deduction of deferred fractional premiums upon death and refunds portions of premiums beyond the date of death. Surrender values on policies do not exceed the corresponding benefit reserves. Additional premiums are charged or additional mortality charges are assessed for policies issued on substandard lives according to underwriting classification. Additional reserves are established when

 

F-78

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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

 

the results of cash flow testing under various interest rate scenarios indicate the need for such reserves or the net premiums exceed the gross premiums on any insurance in force.

 

Tabular interest, tabular less actual reserves released, and tabular cost have been determined by formula. Tabular interest on funds not involving life contingencies has also 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 5.5 percent and are computed principally on the Net Level Premium Valuation and the Commissioners’ Reserve Valuation Methods. 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 4.0 to 11.25 percent and mortality rates, where appropriate, from a variety of tables.

 

The liabilities related to guaranteed investment contracts and policyholder funds left on deposit with the Company generally are equal to fund balances less applicable surrender charges.

 

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 statement 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.

 

F-79

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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

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 directly to the liability balance, and are not reflected as premiums, benefits, or changes in reserve in the statement of operations.

 

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 are 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.

 

Separate Accounts

 

Separate accounts held by the Company primarily represent funds which are administered for individual variable universal life and variable annuity contracts. Assets held in trust for purchases of variable universal life and variable annuity contracts and the Company’s corresponding obligation to the contract owners are shown separately in the balance sheets. The assets consist of shares in funds, considered common stock investments, which are valued daily and carried at fair value. The separate accounts, held for individual policyholders, do not have any minimum guarantees, and the investment risks associated with the fair value changes are borne entirely by the policyholder.

 

The Company received variable contract premiums of $1,092,584, $1,095,820, and $1,061,630 in 2006, 2005, and 2004, respectively. All variable account contracts are subject to discretionary withdrawal by the policyholder at the market value of the underlying assets less the current surrender charge. Separate account contract holders have no claim against the assets of the general account.

 

F-80

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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

 

Income and gains and losses with respect to the assets in the separate accounts accrue to the benefit of the contract owners and, accordingly, the operations of the separate accounts are not included in the accompanying financial statements. In addition, the Company received $128,081, $114,078, and $99,953, in 2006, 2005 and 2004, respectively, related to fees associated with investment management, administration and contractual guarantees for separate accounts.

 

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.

 

The Company's employees participate in various stock appreciation rights (SAR) plans issued by the Company's indirect parent. In accordance with Statement of Statutory Accounting Principles (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 paid-in surplus. The Company recorded an expense (benefit) of $(538), $719 and $912 for the years ended December 31, 2006, 2005 and 2004, respectively. In addition, the Company recorded an adjustment to paid-in surplus for the income tax effect related to these plans over and above the amount reflected in the statement of operations in the amount of $134, $447 and $0, for years ended December 31, 2006, 2005 and 2004, respectively.

 

Reclassifications

 

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

 

F-81

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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

 

During 2006, the manner in which the reserves on Variable Annuity and Variable Universal Life contracts are split between the separate account and general account statements was modified. This modification resulted in the contract surrender value being held as the reserve in the separate account statement, and any reserves in excess of the surrender value being held as the reserve in the general account. As a result, the total reserves held by the Company did not change, although the new reserve split resulted in an increase in the general account reserves of approximately $479,175 and an offsetting decrease in the separate account reserves by this same amount as of December 31, 2006. The 2005 general account reserves have increased by $483,831, the amount of reserves that would have been recorded as of December 31, 2005 had this new approach been implemented at that time.

 

2. Accounting Changes and Corrections of Errors

 

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 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 January 1, 2006 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 increased unassigned surplus by $1 at January 1, 2006.

 

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.

 

 

F-82

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

2. Accounting Changes and Corrections of Errors (continued)

 

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.

 

During the current years' financial statement preparation, the Company discovered an error in the reporting of cost basis in two of its noninsurance subsidiaries. At December 31, 2005, total cost for these subsidiaries was reported at $400, which was understated by a total of $21,246. This correction is reflected in the current year as a separate adjustment to unassigned surplus, with an offset to change in unrealized capital gains and losses. There is no income or surplus effect in the current or any prior period as a result of this correction.

 

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 sheets for these instruments approximate their fair values.

 

Bonds and Preferred Stocks: Fair values for bonds and preferred stocks 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.

 

F-83

 


Western Reserve Life Assurance Co. of Ohio

 

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: 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.

 

Policy Loans: Carrying value of policy loans approximates their fair value.

 

Separate Account Assets: The fair value of separate account assets are based on quoted market prices.

 

Separate Account Annuity Liabilities: Separate account annuity liabilities are based upon the fair value of the related separate account assets.

 

Investment Contract Liabilities: 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.

 

Payable for Securities: The carrying amounts reported in the statutory-basis balance sheets for these instruments approximate their fair values.

 

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.

 

F-84

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

3. Fair Values of Financial Instruments (continued)

 

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

 

 

December 31

 

2006

 

2005

 

Carrying Amount

 

Fair Value

 

Carrying Amount

 

Fair Value

Admitted assets

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$ 112,307

 

$ 112,307

 

 

$ 30,206

 

$ 30,206

Bonds

623,828

619,432

 

681,735

677,028

Preferred stock

4,796

4,844

 

Mortgage loans on real estate

25,548

25,556

 

18,035

18,016

Policy loans

344,781

344,781

 

300,462

300,462

Separate account assets

10,196,130

10,196,130

 

9,448,013

9,448,013

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Investment contract liabilities

652,763

652,027

 

713,682

706,876

Borrowed funds

18,885

18,885

 

6,439

6,439

Payable for securities

865

865

 

Separate account annuity liabilities

6,287,948

6,287,948

 

5,959,998

5,959,998

 

4. Investments

 

The carrying amount and estimated fair value of investments in bonds and preferred stock are 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

$ 60,003

$ 6

$1,763

$ 68

$ 58,178

State, municipal and other government

6,851

240

1

7,090

Public utilities

23,975

397

102

24,270

Industrial and miscellaneous

184,399

2,577

2,703

360

183,913

Mortgage and other asset-backed securities

348,600

1,281

3,553

347

345,981

 

623,828

4,501

8,122

775

619,432

Unaffiliated preferred stock

4,796

129

81

4,844

Total

$628,624

$4,630

$8,203

$775

$624,276

 

 

 

F-85

 


Western Reserve Life Assurance Co. of Ohio

 

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

$ 55,441

$ 1

$ 68

$ 723

$ 54,651

State, municipal and other government

10,565

393

20

10,938

Public utilities

37,809

581

61

127

38,202

Industrial and miscellaneous

237,261

4,101

2,402

1,934

237,026

Mortgage and other asset-backed securities

340,659

392

1,283

3,557

336,211

Total

$681,735

$5,468

$3,834

$6,341

$677,028

 

At December 31, 2006, and 2005, respectively, for securities in an unrealized loss position greater than or equal to twelve months, the Company held 81 and 60 securities with a carrying amount of $312,735 and $121,000 and an unrealized loss of $8,203 and $3,834, with an average price of 98.3 and 96.8 (NAIC fair value/amortized cost). Of this portfolio, 98.92% and 97.86% were investment grade with associated unrealized losses of $7,999 and $3,550, respectively.

 

At December 31, 2006 and 2005, respectively, for securities that have been in a continuous loss position for less than twelve months, the Company held 54 and 76 securities with a carrying amount of $132,359 and $391,144 and an unrealized loss of $775 and $6,341 with an average price of 99.9 and 98.4 (NAIC fair value/amortized cost). Of this portfolio, 87.39% and 92.90% were investment grade with associated unrealized losses of $588 and $5,483, respectively.

 

The Company closely monitors below investment grade holdings and those investment grade issuers where the Company has concerns. The Company also regularly monitors industry sectors. 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 affect 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 amount. Additionally financial condition, near term prospects of the issuer and nationally recognized credit rating changes are monitored. For asset-backed securities, cash flow trends and underlying levels of collateral 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.

 

F-86

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

4. Investments (continued)

 

The estimated fair value of bonds and preferred stock with gross 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

$ 53,336

$ 3,382

$ 56,718

State, municipal and other government

345

345

Public utilities

7,904

4,999

12,903

Industrial and miscellaneous

96,635

29,104

125,739

Mortgage and other asset-backed securities

142,988

94,099

237,087

 

301,208

131,584

432,792

Preferred stock

3,324

3,324

 

$304,532

$131,584

$436,116

 

 

 

Losses 12 Months or More

 

Losses Less Than 12 Months

Total

December 31, 2005

 

 

 

Bonds:

 

 

 

United States Government and agencies

$ 2,209

$ 51,841

$ 54,050

State, municipal and other government

684

684

Public utilities

3,723

12,192

15,915

Industrial and miscellaneous

68,702

83,246

151,948

Mortgage and other asset-backed securities

41,848

237,524

279,372

 

$117,166

$384,803

$501,969

 

The carrying amount and fair value 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 penalties.

 

Carrying

Amount

Estimated

Fair Value

 

 

 

Due in one year or less

$ 20,525

$ 20,426

Due one through five years

128,499

127,285

Due five through ten years

102,007

100,611

Due after ten years

24,197

25,129

 

275,228

273,451

Mortgage and other asset-backed securities

348,600

345,981

 

$623,828

$619,432

 

 

F-87

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

4. Investments (continued)

 

A detail of net investment income is presented below:

 

 

Year Ended December 31

 

2006

2005

2004

Income:

 

 

 

Bonds

$32,693

$30,014

$32,456

Preferred stocks

421

Common stock of affiliated entities

10,010

35,871

39,460

Mortgage loans on real estate

1,183

2,013

769

Real estate- home office properties

7,400

7,316

7,440

Policy loans

18,870

17,266

16,739

Other

2,279

2,541

1,180

Gross investment income

72,856

95,021

98,044

 

 

 

 

Investment expenses

(8,747)

(8,209)

(7,250)

Net investment income

$64,109

$86,812

$90,794

 

Investment expenses include expenses for the occupancy of company-owned property of $3,668, $3,649 and $3,494 during 2006, 2005 and 2004, respectively, as well as depreciation expense on these properties of $887, $880 and $880, respectively.

 

Proceeds from sales and maturities of debt securities and related gross realized gains and losses were as follows:

 

 

Year Ended December 31

 

2006

2005

2004

 

 

 

 

Proceeds

$521,904

$758,904

$639,637

 

 

 

 

Gross realized gains

$ 1,685

$ 1,555

$ 6,330

Gross realized losses

(4,689)

(5,273)

(4,011)

Net realized gains (losses)

$ (3,004)

$ (3,718)

$ 2,319

 

At December 31, 2006, bonds with an aggregate carrying value of $3,816 were on deposit with certain state regulatory authorities or were restrictively held in bank custodial accounts for benefit of such state regulatory authorities, as required by statute.

 

F-88

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

4. Investments (continued)

 

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

 

 

 

 

Debt securities

$ (3,004)

$ (3,718)

$ 2,319

Common stock

(20)

380

Derivatives

(858)

(78)

(232)

Other invested assets

952

26

2

 

(2,930)

(3,770)

2,469

 

 

 

 

Tax benefit (expense)

1,040

770

(923)

Transfer to (from) interest maintenance reserve

2,235

2,416

(1,507)

Net realized capital gains (losses) on investments

$ 345

$ (584)

$ 39

 

 

Changes in Unrealized

 

Year Ended December 31

 

2006

2005

2004

 

 

 

 

Common stocks

$ (43,656)

$ 18,801

$ 15,107

Other invested assets

(1,390)

(2,630)

Change in unrealized capital gains and losses

$ (43,656)

$ 17,411

$ 12,477

 

The Company did not recognize any impairment write-down for its investments in limited partnerships during the years ended December 31, 2006, 2005 or 2004.

 

Gross unrealized gains (losses) on common stocks were as follows:

 

 

Unrealized

 

December 31

 

2006

2005

 

 

 

Unrealized gains

$5,574

$47,842

Unrealized losses

(2,475)

(1,087)

Net unrealized gains

$3,099

$46,755

 

 

F-89

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

4. Investments (continued)

 

During 2006, the Company issued one mortgage loan at an interest rate of 6.35%. The maximum percentage of any one mortgage loan to the value of the underlying real estate at origination was 72%. The Company holds the mortgage document, which gives it the right to take possession of the property if the borrower fails to perform according to the terms of the agreement. During 2005, the Company issued one mortgage loan at an interest rate of 5.46% and one mortgage loan at an interest rate of 5.94%. The Company requires all mortgages to carry fire insurance equal to the value of the underlying property.

 

During 2006, 2005, and 2004, no mortgage loans were foreclosed and transferred to real estate. At December 31, 2006, 2005 and 2004, the Company held a mortgage loan loss reserve in the asset valuation reserve of $243, $171, and $137, respectively.

 

At December 31, 2006, the Company had two Low Income Housing Tax Credits. The remaining years of unexpired tax credits ranged from five to nine and none of the properties were subject to regulatory review. The length of time remaining for holding periods ranged from ten to eleven years. The amount of contingent equity commitments expected to be paid during the years 2007 to 2016 are $2,618. There were no impairment losses, write-downs, or reclassifications during 2006 related to any of these credits.

 

The Company issues products providing the customer a return based on the S&P 500 index. The Company uses S&P 500 index futures contracts to hedge the liability risk associated with these products.

 

Derivative 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.

 

The Company did not recognize any unrealized gains or losses during 2006, 2005 or 2004 that represented the component of derivative instruments gain or loss that was excluded from the assessment of hedge effectiveness.

 

The Company did not recognize any unrealized gains or losses during 2006 or 2005 for the component of derivative instruments utilized for hedging purposes that did not qualify for hedge accounting.

 

F-90

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

5. Reinsurance

 

The Company reinsures portions of 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 obligations under the reinsurance treaty.

 

Premiums earned reflect the following reinsurance ceded amounts for the year ended December 31:

 

 

Year Ended December 31

 

2006

2005

2004

 

 

 

 

Direct premiums

$1,229,963

$1,200,679

$1,202,558

Reinsurance assumed – affiliated

2,382

791

Reinsurance ceded - affiliated

(43,611)

(36,972)

(11,704)

Reinsurance ceded – non-affiliated

(21,609)

(17,969)

(42,041)

Net premiums earned

$1,167,125

$1,146,529

$1,148,813

 

The Company received reinsurance recoveries in the amount of $34,248, $42,537 and $31,129 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 $13,933 and $10,008, respectively. The aggregate reserves for policies and contracts were reduced for reserve credits for reinsurance ceded at December 31, 2006 and 2005 of $84,897 and $68,645, respectively. As of December 31, 2006 and 2005, the amount of reserve credits for reinsurance ceded that represented affiliated companies were $61,872 and $56,065, respectively.

 

The net amount of the reduction in surplus at December 31, 2006 if all reinsurance agreements were cancelled is $5,925.

 

During 2001, the Company entered into a reinsurance transaction with Transamerica International Re (Bermuda) Ltd., an affiliate of the Company. Under the terms of this transaction, the Company ceded the obligation for future guaranteed minimum death benefits included in certain of its variable annuity contracts. The difference between the initial premiums ceded of $37,176 and the reserve credit taken of $55,408 was credited directly to unassigned surplus on a net of tax basis. Over the course of this reinsurance treaty, the experience of the underlying policies will be reflected as a reduction to the amount initially credited to surplus. For years ended December 31, 2006, 2005, and 2004, the amount charged directly to unassigned surplus was $1,185. At December 31, 2006, the Company holds collateral in the form of letters of credit of $55,000 from the ceding company.

 

F-91

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

5. Reinsurance (continued)

 

During 2006, the Company entered into a reinsurance agreement with Transamerica International Re (Ireland), Ltd., an affiliate, to retrocede an inforce block of term life business effective January 1, 2006. The difference between the initial commission expense allowance received of $700 and ceded reserves of $332 resulted in an initial transaction gain of $368, which was credited to unassigned surplus on a net of tax basis in the amount of $240, in accordance with SSAP No. 61, Life, Deposit-Type and Accident and Health Reinsurance. For the year ended December 31, 2006, the Company amortized $24 into earnings with a corresponding charge to unassigned surplus.

 

Letters of credit held for all unauthorized reinsurers as of December 31, 2006 was $67,200.

 

6. Income Taxes

 

The main components of deferred tax amounts are as follows:

 

 

December 31

 

2006

2005

Deferred tax assets:

 

 

Nonadmitted

$ 7,214

$ 281

Tax basis deferred acquisition costs

93,272

92,798

Reserves

138,064

132,510

Other

11,518

11,226

Total deferred income tax assets

250,068

236,815

 

 

 

Nonadmitted deferred tax assets

156,815

134,595

Admitted deferred tax assets

93,253

102,220

 

 

 

Deferred tax liabilities:

 

 

§807(f) adjustment – liabilities

62,039

74,092

Other

687

255

Total deferred income tax liabilities

62,726

74,347

Net admitted deferred tax asset

$ 30,527

$ 27,873

 

The change in net deferred income tax assets and deferred income tax assets – nonadmitted are as follows:

 

 

December 31

 

 

2006

2005

Change

 

 

 

 

Total deferred tax assets

$ 250,068

$ 236,815

$ 13,253

Total deferred tax liabilities

62,726

74,347

11,621

Net deferred tax asset

$ 187,342

$ 162,468

$ 24,874

 

 

F-92

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

6. Income Taxes (continued)

 

 

December 31

 

 

2005

2004

Change

 

 

 

 

Total deferred tax assets

$ 236,815

$ 219,955

$ 16,860

Total deferred tax liabilities

74,347

79,998

5,651

Net deferred tax asset

$ 162,468

$ 139,957

$ 22,511

 

 

Nonadmitted deferred tax assets increased $22,220, $27,476 and $24,523 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 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 computed at the federal statutory rate (35%)

$ 62,868

$ 50,780

$ 57,315

Deferred acquisition costs – tax basis

327

981

2,153

Amortization of IMR

153

(16)

(247)

Depreciation

(178)

(178)

(267)

Dividends received deduction

(11,099)

(25,155)

(19,960)

Low income housing credits

(3,167)

(3,157)

(3,157)

Prior year under (over) accrual

1,647

(151)

(13,204)

Reinsurance transactions

(339)

(415)

(415)

Reserves

17,750

17,967

22,156

Other

16

(701)

(2,020)

Federal income tax expense

67,978

39,955

42,354

Change in net deferred income taxes

(24,874)

(22,511)

(26,679)

Total income taxes

$ 43,104

$ 17,444

$ 15,675

 

 

F-93

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

6. Income Taxes (continued)

 

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 it 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 carryforwards are determined on the basis of the consolidated group. At December 31, 2005, the life subgroup had no loss carryforwards. 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.

 

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” (PSA). No federal income taxes have been provided for in the financial statements on income deferred in the PSA. A distribution from the PSA was made during

2006 in the amount of $293, which reduced the balance in the PSA to zero. 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 PSA and are not taxed. There was no reduction to net earnings due to this distribution.

 

The consolidated tax group, in which the Company is included, incurred income taxes during 2006, 2005 and 2004 of $0, $286,973 and $280,054, respectively that will be available for recoupment in the event of future net losses.

 

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.

 

F-94

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

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 products, primarily separate accounts that are not subject to significant mortality or morbidity risk; however, 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:

 

 

December 31

 

2006

 

2005

 

 

Amount

Percent

of Total

 

 

Amount

Percent

of Total

 

 

 

 

 

 

Subject to discretionary withdrawal with market value adjustment

 

$ 21,059

 

0%

 

 

$ 20,695

 

0%

Subject to discretionary withdrawal at book value less surrender charge of 5% or more

 

97,945

 

1%

 

 

141,855

 

2%

Subject to discretionary withdrawal at fair value

 

6,322,414

 

91%

 

 

5,959,998

 

89%

Total with adjustment or at market value

6,441,418

92%

 

6,122,548

91%

Subject to discretionary withdrawal at book value (minimal or no charges or adjustments)

 

 

462,789

 

 

7%

 

 

 

535,591

 

 

8%

Not subject to discretionary withdrawal

78,598

1%

 

62,422

1%

Total annuity reserves and deposit fund liabilities - before reinsurance

 

6,982,805

 

100%

 

 

6,720,561

 

100%

Less reinsurance ceded

33,153

 

 

37,963

 

Net annuity reserves and deposit fund liabilities

$6,949,652

 

 

$6,682,598

 

 

 

F-95

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

7. Policy and Contract Attributes (continued)

 

Information regarding the separate accounts of the Company is as follows:

 

 

Guaranteed Indexed

Nonindexed Guaranteed Less than or Equal to 4%

Nonindexed Guaranteed Greater than 4%

Nonguaranteed Separate Accounts

Total

Premiums, deposits and other considerations for the year ended December 31, 2006

$ –

$ –

$ –

$1,092,105

$1,092,105

 

 

 

 

 

 

Reserves at December 31, 2006 for accounts with assets at fair value

$ –

$ –

$ –

$9,264,404

$9,264,404

 

 

 

 

 

 

Reserves for separate accounts by withdrawal characteristics at December 31, 2006:

 

 

 

 

 

Subject to discretionary withdrawal:

 

 

 

 

 

With market value adjustment

$ –

$ –

$ –

$ –

$ –

At book value without market value adjustment and with current surrender charge of 5% or more

At market value

9,264,404

9,264,404

At book value without market value adjustment and with current surrender charge of less than 5%

Subtotal

9,264,404

9,264,404

Not subject to discretionary withdrawal

Total separate account liabilities at December 31, 2006

$ –

$ –

$ –

$9,264,404

$9,264,404

 

 

 

 

 

 

 

 

F-96

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

7. Policy and Contract Attributes (continued)

 

 

Guaranteed Indexed

Nonindexed Guaranteed Less than or Equal to 4%

Nonindexed Guaranteed Greater than 4%

Nonguaranteed Separate Accounts

Total

Premiums, deposits and other considerations for the year ended December 31, 2005

$ –

$ –

$ –

$1,095,989

$1,095,989

 

 

 

 

 

 

Reserves at December 31, 2005 for accounts with assets at fair value

$ –

$ –

$ –

$8,991,287

$8,991,287

 

 

 

 

 

 

Reserves for separate accounts by withdrawal characteristics at December 31, 2005:

 

 

 

 

 

Subject to discretionary withdrawal:

 

 

 

 

 

With market value adjustment

$ –

$ –

$ –

$ –

$ –

At book value without market value adjustment and with current surrender charge of 5% or more

At market value

8,991,287

8,991,287

At book value without market value adjustment and with current surrender charge of less than 5%

Subtotal

8,991,287

8,991,287

Not subject to discretionary withdrawal

Total separate account liabilities at December 31, 2005

$ –

$ –

$ –

$8,991,287

$8,991,287

 

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 Statement:

 

 

 

Transfers to Separate Accounts

$1,092,584

$1,095,820

$1,061,629

Transfers from Separate Accounts

1,758,650

1,671,242

1,113,867

Net transfers to (from) Separate Accounts

(666,066)

(575,422)

(52,238)

Reconciling adjustments:

 

 

 

Other

215

3,768

(1,205)

Transfers as reported in the Summary of Operations of the Company

$ (665,851)

$ (571,654)

$ (53,443)

 

 

 

F-97

 


Western Reserve Life Assurance Co. of Ohio

 

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 Income Benefit

$1,787,240

$25,183

$3,152

2005

Guaranteed Minimum Income Benefit

$1,751,800

$21,551

$3,328

 

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

$6,564,098

$63,367

$33,153

2005

Guaranteed Minimum Death Benefit

$6,394,544

$61,194

$37,963

 

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.

 

F-98

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

7. Policy and Contract Attributes (continued)

 

Reserves on the Company’s traditional life insurance 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

 

 

 

Ordinary direct renewal business

$2,749

$1,475

$4,224

Ordinary new business

910

(107)

803

 

$3,659

$1,368

$5,027

 

 

 

 

December 31, 2005

 

 

 

Ordinary direct renewal business

$1,592

$ 211

$1,803

Ordinary new business

2,252

1,106

3,358

 

$3,844

$1,317

$5,161

 

At December 31, 2006 and 2005, the Company had insurance in force aggregating $3,640,805 and $61,564,103 respectively, in which the gross premiums are less than the net premiums required by the valuation standards established by the Ohio Department of Insurance. The Company established policy reserves of $21,377 and $9,331 to cover these deficiencies at December 31, 2006 and 2005, respectively.

 

8. Dividend Restrictions

 

The Company is subject to limitations, imposed by the State of Ohio, on the payment of dividends to its parent company. Generally, dividends during any twelve month period may not be paid, without prior regulatory approval, in excess of the greater of (a) 10 percent of statutory surplus as of the preceding December 31, or (b) net income for the preceding year. Subject to the availability of unassigned surplus at the time of such dividend, the maximum payment which may be made in 2007, without the prior approval of insurance regulatory authorities, is $111,989.

 

9. 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.

 

F-99

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

10. Sales, Transfer, and Servicing of Financial Assets and Extinguishments of

 

Liabilities

 

During 2006, 2005 and 2004, the Company sold $32,428, $51,983, and $45,723, respectively, of agent balances without recourse to an affiliated entity. Prior to July 29, 2005, the agent debit balances were sold to Money Services, Inc. (MSI), an affiliated company. Subsequent to July 29, 2005, agent debit balances were sold without recourse to ADB Corporation, LLC (ADB), an affiliate company, and all rights, title and interest in the prior net debit balances owned by MSI prior to July 29, 2005, were fully assigned, without recourse, to ADB. The Company did not realize a gain or loss as a result of the sales. As of July 1, 2006, the Company no longer sells agent debit balances and thus retains such balances as non-admitted receivables. Receivables in the amount of $20,261 were non-admitted as of December 31, 2006.

 

11. Retirement and Compensation Plans

 

The Company’s employees participate in a qualified benefit 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 No. 87, Employers Accounting for Pensions 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. Pension expense aggregated $1,432, $1,280, and $1,303 for the years ended December 31, 2006, 2005, and 2004, respectively. The plan is subject to the reporting and disclosure requirements of the Employee Retirement and 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 fifteen 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 and Income Security Act of 1974. Expense related to this plan was $864, $836, and $807 for the years ended December 31, 2006, 2005, and 2004, respectively.

 

 

 

F-100

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

11. Retirement and Compensation Plans (continued)

 

AEGON sponsors supplemental retirement plans to provide the Company’s senior management with benefits in excess of normal pension benefits. The plans are noncontributory and benefits are based on years of service and the employee’s compensation level. The plans are unfunded and nonqualified under the Internal Revenue Code. In addition, AEGON has established incentive deferred compensation plans for certain key employees of the Company. The Company’s allocation of expense for these plans for each of the years ended December 31, 2006, 2005 and 2004 was insignificant. AEGON also sponsors an employee stock option plan/stock appreciation rights for employees of the Company and a stock purchase plan for its producers, with the participating affiliated companies establishing their own eligibility criteria, producer contribution limits and company matching formula. These plans have been funded as deemed appropriate by management of AEGON and the Company.

 

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 postretirement expenses are charged to affiliates in accordance with an intercompany cost sharing arrangement. The Company expensed $147, $126, and $157 for the years ended December 31, 2006, 2005, and 2004, respectively.

 

12. Related Party Transactions

 

The Company shares certain officers, employees and general expenses with affiliated companies.

 

The Company is party to a Cost Sharing agreement between AEGON USA, Inc. companies, providing for services needed. The Company is also 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. The Company is part of a Tax Allocation Agreement with its parent and other affiliated companies as described in Note 6. During 2006, 2005, and 2004, the Company paid $94,305, $91,667, and $108,339, respectively, for such 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. The Company received $36,528 from this

 

 

F-101

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

12. Related Party Transactions (continued)

 

agreement during 2006. The Company provides office space, marketing and administrative services to certain affiliates. During 2006, 2005, and 2004, the Company received $91,726, $85,975, and $89,072, respectively, for such services, which approximates their cost.

 

Receivables from and payables to affiliates and intercompany borrowings bear interest at the thirty-day commercial paper rate. At December 31, 2006 and 2005, the Company has a net amount of $9,683 and $19,293, respectively, due to affiliates. Terms of settlement require that these amounts are settled within 90 days. During 2006, 2005, and 2004, the Company paid net interest of $1,599, $1,027, and $520, respectively, to affiliates.

 

In prior years, the Company purchased life insurance policies covering the lives of certain employees of the Company from an affiliate. At December 31, 2006 and 2005, the cash surrender value of these policies was $61,729 and $59,598, respectively.

 

The Company paid common stock dividends of $2,000 to its parent during 2006. No dividends were paid during 2005. During 2004, the Company paid $200,000 of dividends to its parent.

 

13. Commitments and Contingencies

 

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. The future obligation has been based on the most recent information available from the National Organization of Life and Health Insurance Guaranty Association. Potential future obligations for unknown insolvencies are not determinable by the Company and are not required to be accrued for financial reporting purposes. The Company has established a reserve of $3,364 and $3,380 and an offsetting premium tax benefit of $0 and $722 at December 31, 2006 and 2005, respectively, for its estimated share of future guaranty fund assessments related to several major insurer insolvencies. The guaranty fund expense (credit) was $36, $59, and $(374), for the years ended December 31, 2006, 2005, and 2004, respectively.

 

F-102

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

13. Commitments and Contingencies (continued)

 

The Company participates in an agent-managed securities lending program. The Company receives collateral equal to 100/102/105% of the fair market value of the loaned securities as of the transaction date for government/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 100/102/105% of the fair value of the loaned 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 $59,321 and $0 were on loan under security lending agreements.

 

The Company has contingent commitments of $2,618 and $3,043 as of December 31, 2006 and 2005, respectively, for low income housing tax credit investments.

 

The Company is required by the Commodity Futures Trading Commission (CFTC) to maintain assets on deposit with brokers for futures trading activity done on behalf of the Company.  The broker has a secured interest with priority in the pledged assets, however, the Company has the right to recall and substitute the pledged assets.  At December 31, 2006 and 2005 respectively, the Company pledged assets in the amount of $2,191 and $642 to satisfy the requirements of futures trading accounts.

 

There continues to be significant federal and state regulatory activity relating to financial services companies. The Company and certain of its affiliates have been examined by, and received requests for information from, the staff of the Securities and Exchange Commission (SEC). In particular, the Company continues to respond to requests for documents and information from the SEC staff in connection with an ongoing

investigation, which has included requests for testimony by the Company, its personnel and other related persons regarding potential market timing and matters affecting certain employees and affiliates of the Company.

 

A number of other companies in this industry have announced settlements of enforcement actions with various regulatory agencies such as the SEC; those settlements have encompassed a wide range of remediation including injunctive relief, monetary penalties, and restitution.  The Company and its affiliates are working with the SEC in regard to this matter; however, the exact resolution cannot be determined at this time. Although it is not possible to provide a meaningful estimate of the range of potential outcomes at this time, the Company does not believe the resolution will be material to its financial position.

 

At December 31, 2006 and 2005, the net amount of securities being acquired on a TBA basis was $43 and $0, respectively.

 

F-103

 


Western Reserve Life Assurance Co. of Ohio

 

Notes to Financial Statements – Statutory Basis (continued)

(Dollars in Thousands)

 

 

14. Debt

 

The Company has an outstanding liability for borrowed money in the amount of $18,885 and $6,439 as of December 31, 2006 and 2005, respectively, due to participation in dollar reverse repurchase agreements. The Company enters reverse dollar repurchase agreements in which securities are delivered to the counterparty once adequate collateral has been received as stated in Note 1.

 

F-104

 


 

 

 

 

 

 

 

Statutory-Basis Financial

Statement Schedules

 

F-105

 


Western Reserve Life Assurance Co. of Ohio

 

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

 

$ 60,315

 

$ 58,486

 

$ 60,315

States, municipalities, and political subdivisions

29,047

29,317

29,047

Foreign governments

5,013

5,234

5,013

Public utilities

23,975

24,269

23,975

All other corporate bonds

505,478

502,126

505,478

Preferred stock

4,796

4,844

4,796

Total fixed maturities

628,624

624,276

628,624

 

 

 

 

Mortgage loans on real estate

25,548

 

25,548

Real estate

39,428

 

39,428

Policy loans

344,781

 

344,781

Cash, cash equivalents and short-term investments

112,307

 

112,307

Other invested assets

11,993

 

11,993

Total investments

$1,162,681

 

$1,162,681

 

(1)

Original cost of equity securities and, as to fixed maturities, original cost reduced by repayments and adjusted for amortization of premiums or accruals of discounts.

 

F-106

 


Western Reserve Life Assurance Co. of Ohio

 

Supplementary Insurance Information

(Dollars in Thousands)

 

Schedule III

 

 

 

 

Future Policy Benefits and Expenses

 

 

Policy and Contract Liabilities

 

 

 

Premium Revenue

 

 

Net Investment Income*

Benefits, Claims, Losses and Settlement Expenses

 

 

Other Operating Expenses*

 

 

 

Premium Written

 

 

 

 

 

 

 

 

Year ended December 31, 2006

 

 

 

 

 

 

 

Individual life

$ 971,044

$12,448

$ 582,703

$33,573

$ 727,802

$(178,400)

$ –

Group life

15,361

198

233

694

445

55

Annuity

636,572

238

584,189

29,842

892,153

(200,887)

 

$1,622,977

$12,884

$1,167,125

$64,109

$1,620,400

$(379,232)

$ –

 

 

 

 

 

 

 

 

Year ended December 31, 2005

 

 

 

 

 

 

 

Individual life

$ 941,322

$18,346

$ 578,049

$34,086

$ 252,018

$244,614

$ –

Group life

15,288

100

312

1,026

1,722

1,357

Annuity

692,848

2

568,168

51,700

782,520

(67,635)

 

$1,649,458

$18,448

$1,146,529

$86,812

$1,036,260

$178,336

$ –

 

 

 

 

 

 

 

 

Year ended December 31, 2004

 

 

 

 

 

 

 

Individual life

$ 431,843

$22,129

$ 572,975

$32,781

$208,923

$263,981

$ –

Group life

13,589

100

388

964

887

1,260

Annuity

771,293

575,450

57,049

770,457

(62,852)

 

$1,216,725

$22,229

$1,148,813

$90,794

$980,267

$202,389

$ –

 

*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.

 

F-107

 


Western Reserve Life Assurance Co. of Ohio

 

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

$90,434,049

$40,136,640

$17,246,515

$67,543,924

26%

 

 

 

 

 

 

Premiums:

 

 

 

 

 

Individual life

$ 637,660

$ 57,339

$ 2,382

$ 582,703

0%

Group life

725

492

233

0

Annuity

591,578

7,389

584,189

0

 

$ 1,229,963

$ 65,220

$ 2,382

$ 1,167,125

0%

 

 

 

 

 

 

Year ended December 31, 2005

 

 

 

 

 

Life insurance in force

$85,891,325

$35,360,079

$ 4,106,724

$50,531,246

0%

 

 

 

 

 

 

Premiums:

 

 

 

 

 

Individual life

$ 622,657

$ 45,399

$ 791

$ 578,049

0%

Group life

755

443

312

0

Annuity

577,267

9,099

568,168

0

 

$ 1,200,679

$ 54,941

$ 791

$ 1,146,529

0%

 

 

 

 

 

 

Year ended December 31, 2004

 

 

 

 

 

Life insurance in force

$81,890,006

$30,314,062

$ –

$51,575,944

0%

 

 

 

 

 

 

Premiums:

 

 

 

 

 

Individual life

$ 615,380

$ 42,405

$ –

$ 572,975

0%

Group life

790

402

388

0

Annuity

586,388

10,938

575,450

0

 

$ 1,202,558

$ 53,745

$ –

$ 1,148,813

0%

 

 

F-108

 

 


PART C - OTHER INFORMATION

Item 26.

Exhibits

 

 

(a)

Resolution of the Board of Directors of Western Reserve establishing the separate account (1)

 

(b)

Not Applicable

 

(c)

Distribution of Policies

 

(i)

Master Service and Distribution Compliance Agreement (2)

 

(ii)

Amendment to Master Service and Distribution Compliance Agreement (3)

 

(iii)

Form of Broker/Dealer Supervisory and Service Agreement (3)

 

(iv)

Principal Underwriting Agreement (3)

 

(v)

First Amendment to Principal Underwriting Agreement (3)

 

(vi)

Second Amendment to Principal Underwriting Agreement (11)

 

(vii)

Third Amendment to Principal Underwriting Agreement (15)

 

(viii)

Form of Amendment No. 2 And Novation To The Amended And Restated Principal Underwriting Agreement between Transamerica Capital Inc. and Western Reserve (19)

 

(d)

(i)

Specimen Flexible Premium Variable Life Insurance Policy (1)

 

(ii)

Endorsement (EL101) (3)

 

(iii)

Terminal Illness Accelerated Death Benefit Rider (1)

 

(e)

Application for Flexible Premium Variable Life Insurance Policy (10)

 

(f)

(i)

Second Amended Articles of Incorporation of Western Reserve (2)

(ii)   Certificate of First Amendment to the Second Amended Articles of Incorporation of Western Reserve (4)

 

(iii)

Amended Code of Regulations (By-Laws) of Western Reserve (2)

 

(g)

Reinsurance Contracts

 

(i)

Reinsurance Treaty dated September 30, 2000 and Amendments Thereto (9)

 

(ii)

Reinsurance Treaty dated July 1, 2002 and Amendments Thereto (9)

 

(h)

(i)

Investment Advisory Agreement with the Fund (5)

 

(ii)

Sub-Advisory Agreement (5)

 

(iii)

Participation Agreement Among Variable Insurance Products Fund, Fidelity Distributors Corporation and Western Reserve Life Assurance Co. of Ohio dated June 14, 1999 (6)

 

(iv)

Amendment No. 1 dated March 15, 2000 to Participation Agreement -Variable Insurance Products Fund (7)

 

(v)

Second Amendment dated April 12, 2001 to Participation Agreement – Variable Insurance Products Fund (8)

 

(vi)

Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Western Reserve Life Assurance Co. of Ohio dated June 14, 1999 (6)

 

(vii)

Amendment No. 1 dated March 15, 2000 to Participation Agreement -Variable Insurance Products Fund II (7)

(viii)Second Amendment dated April 12, 2001 to Participation Agreement – Variable Insurance Products Fund II (8)

 

(ix)

Participation Agreement Among Variable Insurance Products Fund III, Fidelity Distributors Corporation and Western Reserve Life Assurance Co. of Ohio dated June 14, 1999 (6)

 

(x)

Amendment No. 1 dated March 15, 2000 to Participation Agreement – Variable Insurance Products Fund III (7)

 

(xi)

Second Amendment dated April 12, 2001 to Participation Agreement – Variable Insurance Products Fund III (8)

(xii)   Third Amendment to Participation Agreement Among Variable Insurance Products Fund II, Fidelity distributors Corporation and Western Reserve dated September 1, 2003 (12)

 

(xiii)

Fourth Amendment to Participation Agreement Among Variable Insurance products Fund II, Fidelity Distributors Corporation and Western Reserve dated December 1, 2003 (13)

 

C-1

 


 

(xiv)  Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated February 21, 2001 and Amendments thereto (11)

 

(xv)

Amendment No. 21 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated September 1, 2003 (12)

 

(xvi)

Amendment No. 22 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated December 1, 2003 (13)

 

(xvii)

Amendment No. 23 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated May 1, 2004 (15)

 

(xviii)

Amended and Restated Fund Participation Agreement Between Access Variable Insurance Trust and Western Reserve dated May 1, 2004 (15)

 

(xix)

Amendment No. 25 to Participation Agreement Between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated October 22, 2004 (17)

 

(xx)

Amendment No. 25 to Participation Agreement between AEGON/Transamerica Series Trust and Western Reserve dated March 28, 2005 (18)

 

(xxi)

Amendment No. 26 to Participation Agreement between AEGON/Transamerica Series Trust and Western Reserve dated September 1, 2005 (18)

 

(i)

Not Applicable

 

(j)

Not Applicable

(k) Opinion of Arthur D. Woods, Esq. as to the Legality of the Securities being Registered

 

(l)

Opinion and Consent of Lorne Schinbein as to Actuarial Matters Pertaining to the Securities Being Registered

 

(m) Sample Hypothetical Illustration (16)

 

(n)

Other Opinions:

 

(i)

Written Consent of Ernst & Young LLP

 

(o)

Not Applicable

 

(p)

Not Applicable

 

(q)

Memorandum describing issuance, transfer and redemption procedures (1)

 

(r)

Powers of Attorney (20)

 

Allan J. Hamilton

Brenda K. Clancy

Arthur C. Schneider

Charles T. Boswell

Christopher H. Garrett

Tim L. Stonehocker

_____________________________________

(1)

This exhibit was previously filed on Post-Effective Amendment No. 16 to Form S-6 Registration Statement dated April 21, 1998 (File No. 33-31140) and is incorporated herein by reference.

(2)

This exhibit was previously filed on Post-Effective Amendment No. 11 to Form N-4 Registration Statement dated April 20, 1998 (File No. 33-49556) and is incorporated herein by reference.

(3)

This exhibit was previously filed on Post-Effective Amendment No. 4 to Form S-6 Registration Statement dated April 21, 1999 (File No. 333-23359) and is incorporated herein by reference.

(4)

This exhibit was previously filed on Post-Effective Amendment No. 5 to Form S-6 Registration Statement dated April 19, 2000 (File No. 333-23359) and is incorporated herein by reference.

(5)

This exhibit was previously filed on Post-Effective Amendment No. 28 to Form N-1A Registration Statement dated April 28, 1997 (File No. 33-507) and is incorporated herein by reference.

(6)

This exhibit was previously filed on the Initial Registration Statement to Form S-6 Registration Statement dated September 23, 1999 (File No. 333-57681) and is incorporated herein by reference.

(7)

This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-4 Registration Statement dated April 10, 2000 (File No. 333-93169) and is incorporated herein by reference.

(8)

This exhibit was previously filed on Post-Effective Amendment No. 16 to Form S-6 Registration Statement dated April 16, 2001 (File No. 33-69138) and is incorporated herein by reference.

(9)           This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated January 31, 2003 (File No. 333-100993) and is incorporated herein by reference.

 

C-2

 


 

(10)

This exhibit was previously filed on Post-Effective Amendment No. 1 to Form N-6 Registration Statement dated April 22, 2003 (File No. 333-100993) and is incorporated herein by reference.

(11)

This exhibit was previously filed on the Initial Registration Statement to Form N-4 Registration Statement dated September 5, 2003 (File No. 333-108525) and is incorporated herein by reference.

(12)

This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated October 9, 2003 (File No. 333-107705) and is incorporated herein by reference.

(13)

This exhibit was previously filed on the Initial Registration Statement to Form N-6 Registration Statement dated November 7, 2003 (File No. 333-110315) and is incorporated herein by reference.

(14)

This exhibit was previously filed on Post-Effective Amendment No. 1 to Form N-6 Registration Statement dated February 26, 2004 (File No. 333-107705) and is incorporated herein by reference.

(15)

This exhibit was previously filed on Post-Effective Amendment No. 2 to Form N-6 Registration Statement dated April 16, 2004 (File No. 333-100993) and is incorporated herein by reference.

(16)

This exhibit was previously filed on Post-Effective Amendment No. 23 to Form N-6 Registration Statement dated April 28, 2004 (File No. 33-31140) and is incorporated herein by reference.

(17)

This exhibit was previously filed on Post-Effective Amendment No. 3 to Form N-6 Registration Statement dated February 28, 2005 (File No. 333-107705) and is incorporated herein by reference.

(18)

This exhibit was previously filed on the Initial Registration Statement to Form N-6 Registration Statement dated September 28, (File No. 33-128650) and is incorporated herein by reference.

(19)

This exhibit was previously filed on Post-Effective Amendment No. 1 to Form N-6 Registration Statement

dated April 12, 2007 (File No. 333- 135005) and is incorporated herein by reference.

(20)

This exhibit was previously filed on Pre-Effective Amendment No. 2 to Form N-6 Registration Statement dated October 16, 2006 (File No. 333-135005) and is incorporated herein by reference.

 

Item 27.

Directors and Officers of the Depositor

 

Name

Principal Business Address

Position and Offices with Depositor

 

Tim L. Stonehocker

(1)

Chairman of the Board

Charles T. Boswell

(2)

Director and Chief Executive Officer

Brenda K. Clancy

(1)

Director and President

William H. Geiger

(2)

Senior Vice President, Secretary,

Corporate Counsel and Group Vice

President – Compliance

Allan J. Hamilton

(2)

Vice President, Treasurer and Controller

Arthur C. Schneider

(1)

Director, Senior Vice President and Chief Tax Officer

Christopher H. Garrett

(1)

Director, Actuary and Chief Financial Officer

 

 

(1)

4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001

 

(2)

570 Carillon Parkway, St. Petersburg, Florida 33716

 

Item 28. Persons Controlled by or Under Common Control with the Depositor or Registrant

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

AEGON N.V.

Netherlands

22.23% of Vereniging

AEGON Netherlands

Membership Association

Holding Company

AEGON Nederland N.V.

Netherlands

100% AEGON N.V.

Holding Company

 

 

C-3

 


 

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

AEGON Nevak Holding B.V.

Netherlands

100% AEGON N.V.

Holding Company

AEGON Derivatives B.V.

Netherlands

100% AEGON N.V.

Holding Company

AEGON International N.V.

Netherlands

100% AEGON N.V.

Holding Company

 

The AEGON Trust Voting Trust Trustees:

Donald J. Shepard

Joseph B.M. Streppel

Alexander R. Wynaendts

Craig D. Vermie

Delaware

 

Voting Trust

AEGON U.S. Holding Corporation

Delaware

225 shares of Series A Preferred Stock owned by Scottish Equitable Finance Limited

Holding company

AEGON DMS Holding B.V.

Netherlands

100% AEGON International N.V.

Holding company

Canadian Premier Holdings Ltd

Canada

100% AEGON DMS Holding B.V.

Holding company

Canadian Premier Life Insurance Company

Canada

100% Canadian Premier Holdings Ltd

Holding company

Consumer Membership Services Canada Inc.

Canada

100% Canadian Premier Holdings Ltd.

Insurance Company

Legacy General Insurance Company

Canada

100% Canadian Premier Holdings Ltd.

Insurance

Cornerstone International Holdings Ltd

United Kingdom

100% AEGON DMS Holding B.V.

Holding company

Stonebridge International Marketing Ltd

United Kingdom

100% Cornerstone International Holding, Ltd.

Marketing company

Stonebridge International Insurance Ltd

United Kingdom

100% Cornerstone International Holdings, Ltd.

Insurance company

Short Hills Management Company

New Jersey

100% AEGON U.S. Holding Corporation

Insurance Agent

COPRA Reinsurance Company

New York

100% AEGON U.S.

Holding Corporation

Reinsurance

AEGON Management Company

Indiana

100% AEGON U.S.

Holding Corporation

Insurance holding company

 

 

 

C-4

 


 

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

AEGON U.S. Corporation

Iowa

100% AEGON U.S. Holding Corporation owns 10,024 shares (75.58%); AEGON USA, Inc. owns 3,238 shares (24.42%)

Holding company

Transamerica Corporation and subsidiaries (“TAC”)

Delaware

100% AEGON NV

Major interest in insurance and finance

AEGON USA, Inc.

Iowa

AEGON U.S. Holding Corporation; AEGON U.S. Corporation

Holding company

RCC North America, LLC

Delaware

100% AEGON USA, Inc.

Real estate

Transamerica International Holdings, Inc.

Delaware

100% AEGON USA, Inc.

Holding Company

AEGON Funding Corp.

Delaware

100% Transamerica Holding Corporation LLC

Issue debt securities-net proceeds used to make loans to affiliates

First AUSA Life Insurance Company

Maryland

100% Transamerica Holding Company LLC

Insurance holding company

Transamerica Financial Life Insurance Company

New York

First AUSA Life Insurance Company and Transamerica Occidental Life Insurance Company

Insurance

Life Investors Insurance Company of America

Iowa

50% First AUSA Life Ins. Company and 50% AUSA Life Insurance Company

Insurance

Apple Partners of Iowa LLC

Iowa

58.13% Monumental Life Insurance Company; 41.87 Peoples Benefit Life Insurance Company

Apple production, packing, storage and sales

Life Investors Alliance, LLC

Delaware

100% LIICA

Purchase, own, and hold the equity interest of other entities

Transamerica Life Insurance Company

Iowa

Transamerica Holding Company LLC and Transamerica Life Insurance and Annuity Company

Insurance

 

 

C-5

 


 

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

AEGON Financial Services Group, Inc.

Minnesota

100% Transamerica Life Insurance Co.

Marketing

AEGON Assignment Corporation of Kentucky

Kentucky

100% AEGON Financial Services Group, Inc.

Administrator of structured settlements

AEGON Assignment Corporation

Illinois

100% AEGON Financial Services Group, Inc.

Administrator of structured settlements

Transamerica Financial Institutions, Inc.

Minnesota

100% AEGON Financial Services Group, Inc.

Life insurance and underwriting services

Southwest Equity Life Ins. Co.

Arizona

100% of Common Voting Stock First AUSA Life Ins. Company

Insurance

Iowa Fidelity Life Insurance Co.

Arizona

100% of Common Voting Stock First AUSA Life Ins. Company

Insurance

Western Reserve Life Assurance Co. of Ohio

Ohio

100% First AUSA Life Ins. Company

Insurance

World Financial Group Insurance Agency, Inc.

California

100% Western Reserve Life Assurance Co. of Ohio

Insurance Agency

AEGON/Transamerica Fund Advisors, Inc.

Florida

77% WRL, 23% AUSA Holding Company

Investment Adviser

AEGON/Transamerica Series Trust

Maryland

Various

Mutual Fund

AEGON/Transamerica Fund Services, Inc.

Florida

56% AUSA Holding Company and 44% WRL

Shareholder services

Transamerica IDEX Mutual Funds

Massachusetts

100% WRL

Mutual Fund

Transamerica Income Shares, Inc.

Maryland

100% WRL

Mutual Fund

World Financial Group Insurance Agency of Massachusetts, Inc.

Massachusetts

100% World Financial Group Insurance Agency, Inc.

Insurance Agency

World Financial Group Insurance Agency of Hawaii, Inc.

Hawaii

100% World Financial Group Insurance Agency, Inc.

Insurance Agency

 

 

C-6

 


 

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

WFG Insurance Agency of Puerto Rico, Inc.

Puerto Rico

100% World Financial Group Insurance Agency, Inc.

Insurance Agency

World Financial Group Insurance Agency of Wyoming

Wyoming

100% World Financial Group Insurance Agency, Inc.

Insurance Agency

WFG Property & Casualty Insurance Agency, Inc.

Georgia

100% World Financial Group Insurance Agency, Inc.

Insurance

WFG Property & Casualty Insurance Agency of California, Inc.

California

100% WFG Property & Casualty Insurance Agency, Inc.

Insurance

WFG Property & Casualty Insurance Agency of Nevada, Inc.

Nevada

100% WFG Property & Casualty Insurance Agency, Inc.

Insurance

InterSecurities Insurance Agency, Inc.

California

100% WRL

Insurance Agency

Monumental General Casualty Co.

Maryland

100% First AUSA Life Ins. Company

Insurance

United Financial Services, Inc.

Maryland

100% First AUSA Life Ins. Company

General agency

Bankers Financial Life Ins. Co.

Arizona

100% First AUSA Life Ins. Company

Insurance

The Whitestone Corporation

Maryland

100% First AUSA Life Ins. Company

Insurance agency

Cadet Holding Corp.

Iowa

100% First AUSA Life Insurance Company

Holding company

Monumental General Life Insurance Company of Puerto Rico

Puerto Rico

51% First AUSA Life Insurance Company

49% Baldrich & Associates of Puerto Rico

Insurance

AUSA Holding Company

Maryland

100% Transamerica Holding Company, L.L.C.

Holding company

AEGON USA Investment Management, Inc.

Iowa

100% AUSA Holding Company

Investment Adviser

 

 

C-7

 


 

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

AEGON USA Securities, Inc.

Iowa

100% Transamerica Holding Company, L.L.C.

Broker-Dealer

Monumental General Insurance Group, Inc.

Maryland

100% AUSA Holding Company.

Holding company

Trip Mate Insurance Agency, Inc.

Kansas

100% Monumental General Insurance Group, Inc.

Sale/admin. of travel insurance

Monumental General Administrators, Inc.

Maryland

100% Monumental General Insurance Group, Inc.

Provides management srvcs. to unaffiliated third party administrator

National Association Management and Consultant Services, Inc.

Maryland

100% Monumental General Administrators, Inc.

Provides actuarial consulting services

Monumental General Mass Marketing, Inc.

Maryland

100% Monumental General Insurance Group, Inc.

Marketing arm for sale of mass marketed insurance coverages

Transamerica Capital, Inc.

California

100% AUSA Holding Co.

Broker/Dealer and Principal Underwriter

Universal Benefits Corporation

Iowa

100% AUSA Holding Co.

Third party administrator

Investors Warranty of America, Inc.

Iowa

100% AUSA Holding Co.

Provider of automobile extended maintenance contracts

Massachusetts Fidelity Trust Co.

Iowa

100% AUSA Holding Co.

Trust company

Money Services, Inc.

Delaware

100% AUSA Holding Co.

Provides financial counseling for employees and agents of affiliated companies

ADB Corporation, L.L.C.

Delaware

100% Money Services, Inc.

Special purpose limited Liability company

ORBA Insurance Services, Inc.

California

40.15% Money Services, Inc.

Insurance agency

 

 

C-8

 


 

 

AEGON USA Travel and Conference Services, LLC

Iowa

100% Money Services, Inc.

Travel and Conference Services

Roundit, Inc.

Maryland

50% AUSA Holding Co.

Financial services

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

Zahorik Company, Inc.

California

100% AUSA Holding Co.

Broker-Dealer

ZCI, Inc.

Alabama

100% Zahorik Company, Inc.

Insurance agency

Zahorik Texas, Inc.

Texas

100% Zahorik Company, Inc.

Insurance agency

Long, Miller & Associates, L.L.C.

California

33-1/3% AUSA Holding Co.

Insurance agency

AEGON Asset Management Services, Inc.

Delaware

100% AUSA Holding Co.

Registered investment advisor

World Group Securities, Inc.

Delaware

100% AEGON Asset Management Services, Inc.

Broker-Dealer

World Financial Group, Inc.

Delaware

100% AEGON Asset Management Services, Inc.

Marketing

InterSecurities, Inc.

Delaware

100% AUSA Holding Co.

Broker-Dealer

AFSG Securities Corporation

Pennsylvania

100% Commonwealth General Corporation

Principal Underwriter

Diversified Investment Advisors, Inc.

Delaware

100% AUSA Holding Co.

Registered investment advisor

Diversified Investors Securities Corp.

Delaware

100% Diversified Investment Advisors, Inc.

Broker-Dealer

George Beram & Company, Inc.

Massachusetts

100% Diversified Investment Advisors, Inc.

Employee benefit and actuarial consulting

Creditor Resources, Inc.

Michigan

100% AUSA Holding Co.

Credit insurance

CRC Creditor Resources Canadian Dealer Network Inc.

Canada

100% Creditor Resources, Inc.

Insurance agency

Premier Solutions Group, Inc.

Maryland

100% Creditor Resources, Inc.

Insurance agency

 

 

C-9

 


 

 

AEGON USA Investment Management, LLC.

Iowa

100% Transamerica Holding Corporation LLC

Investment advisor

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

 

Business

 

AEGON USA Realty Advisors, Inc.

Iowa

100% AUSA Holding Co.

Provides real estate administrative and real estate investment services

 

AEGON USA Real Estate Services, Inc.

Delaware

100% AEGON USA Realty Advisors, Inc.

Real estate and mortgage holding company

QSC Holding, Inc.

Delaware

100% AEGON USA Realty Advisors, Inc.

Real estate and financial software production and sales

Realty Information Systems, Inc.

Iowa

100% AEGON USA Realty Advisors, Inc

Information Systems for real estate investment management

Commonwealth General Corporation and subsidiaries

Delaware

100% AEGON U.S. Corporation

Holding company

Veterans Life Insurance Co.

Illinois

100% Transamerica Holding Company LLC

Insurance company

Peoples Benefit Services, Inc.

Pennsylvania

100% Veterans Life Ins. Co.

Special-purpose subsidiary

 

Item 29.

Indemnification

 

Provisions exist under the Ohio General Corporation Law, the Second Amended Articles of Incorporation of Western Reserve and the Amended Code of Regulations of Western Reserve whereby Western Reserve may indemnify certain persons against certain payments incurred by such persons. The following excerpts contain the substance of these provisions.

 

 

Ohio General Corporation Law

 

Section 1701.13 Authority of corporation.

 

(E)(1)    A corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (including a subsidiary of this corporation), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably

 

C-10

 


 

believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

 

(2)         A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

 

(a)         Any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that the court of common pleas, or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

 

(b)         Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.

 

(3)         To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.

 

(4)         Any indemnification under divisions (E)(1) and (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in divisions (E)(1) and (2) of this section. Such determination shall be made as follows:

 

(a)         By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with any such action, suit, or proceeding;

 

(b)         If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified within the past five years;

 

 

(c)

By the shareholders;

 

(d)        By the court of common pleas or the court in which such action, suit, or proceeding was brought.

 

Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

 

(5)(a) Unless at the time of a director's act or omission that is the subject of an action, suit or proceeding referred to in divisions (E)(1) and (2) of this section, the articles or the regulations of a corporation state by specific

 

C-11

 


 

reference to this division that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following:

 

(i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

 

(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.

 

(b)        Expenses, including attorneys' fees incurred by a director, trustee, officer, employee, or agent in defending any action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding as authorized by the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount, if it ultimately is determined that he is entitled to be indemnified by the corporation.

 

(6)         The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles or the regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

(7)         A corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

 

(8)         The authority of a corporation to indemnify persons pursuant to divisions (E)(1) and (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to divisions (E)(5), (6), or (7).

 

(9)         As used in this division, references to "corporation" include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, or agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

 

Second Amended Articles of Incorporation of Western Reserve

 

ARTICLE EIGHTH

 

EIGHTH: (1) The corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (including a subsidiary of this corporation), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

 

(2)           The corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (including a subsidiary of this corporation), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that the court of common pleas, or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper.

 

 

 

C-12

 


(3)           To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections (1) and (2) of this article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.

 

(4)          Any indemnification under sections (1) and (2) of this article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections (1) and (2) of this article. Such determination shall be made (a) by a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified within the past five years, or (c) by the shareholders, or (d) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under section (4)(a) or by independent legal counsel under section (4)(b) of this article shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under section (2) of this article, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

 

(5)          Expenses, including attorneys' fees incurred in defending any action, suit, or proceeding referred to in sections (1) and (2) of this article, may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the directors in the specific case upon receipt of a written undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he is

 

C-13

 


 

entitled to be indemnified by the corporation as authorized in this article. If a majority vote of a quorum of disinterested directors so directs by resolution, said written undertaking need not be submitted to the corporation. Such a determination that a written undertaking need not be submitted to the corporation shall in no way affect the entitlement of indemnification as authorized by this article.

(6)          The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles or the regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

(7)          The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (including a subsidiary of this corporation), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section.

 

(8)          As used in this section, references to "the corporation" include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, or agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director, trustee, officer, employee or agent of another corporation (including a subsidiary of this corporation), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise shall stand in the same position under this article with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

 

(9)        The foregoing provisions of this article do not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of this corporation. The corporation may indemnify such named fiduciaries of its employee benefit plans against all costs and expenses, judgments, fines, settlements or other amounts actually and reasonably incurred by or imposed upon said named fiduciary in connection with or arising out of any claim, demand, action, suit or proceeding in which the named fiduciary may be made a party by reason of being or having been a named fiduciary, to the same extent it indemnifies an agent of the corporation. To the extent that the corporation does not have the direct legal power to indemnify, the corporation may contract with the named fiduciaries of its employee benefit plans to indemnify them to the same extent as noted above. The corporation may purchase and maintain insurance on behalf of such named fiduciary covering any liability to the same extent that it contracts to indemnify.

 

Amended Code of Regulations of Western Reserve

 

ARTICLE V

 

Indemnification of Directors and Officers

 

Each Director, officer and member of a committee of this Corporation, and any person who may have served at the request of this Corporation as a Director, officer or member of a committee of any other corporation in which this Corporation owns shares of capital stock or of which this Corporation is a creditor (and his heirs, executors and administrators) shall be indemnified by the Corporation against all expenses, costs, judgments, decrees, fines or penalties as provided by, and to the extent allowed by, Article Eighth of the Corporation's Articles of Incorporation, as amended.

 

 

Rule 484 Undertaking

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of Western Reserve pursuant to the foregoing provisions or otherwise, Western Reserve has been advised that in the opinion of the Securities and Exchange Commission such indemnification is

 

C-14

 


 

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 Western Reserve of expenses incurred or paid by a director, officer or controlling person of Western Reserve in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Western Reserve 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 of 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.

 

Item 30.

Principal Underwriter

 

(a)         Transamerica Capital, Inc. (“TCI”) is the principal underwriter for the Policies. TCI currently serves as 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 L, Separate Account VUL-A, Separate Account VA K, and Separate Account VA P, Separate Account VA Q, Transamerica Corporate Separate Account Sixteen, 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, and Separate Account VL A of Transamerica Life Insurance Company; the Separate Account VA BNY, Separate Account VA-5NLNY, Separate Account VA-6NY, TFLIC Separate Account C, Separate Account VA QNY, TFLIC Series Life Account, TFLIC Series Annuity Account, TFLIC Separate Account VNY, Separate Account VA WNY and Separate Account VA-2LNY of Transamerica Financial Life Insurance Company; the Separate Account I, Separate Account II and Separate Account V of Peoples Benefit Life Insurance Company; the WRL Series Life Account, WRL Series Annuity Account, WRL Series Annuity Account B, WRL Series Life Account G, Separate Account VA U, Separate Account VA V and WRL Series Life Corporate Account of Western Reserve Life Assurance Co. of Ohio; Separate Account VA-2L, Transamerica Occidental Life Separate Account VUL-3, Separate Account VA 5, and Separate Account VA H, of Transamerica Occidental Life Insurance Company; Separate Account VA WM of Monumental Life Insurance Company; AEGON/Transamerica Series Trust; Transamerica IDEX Mutual Funds; and Transamerica Investors, Inc.

 

 

(b)

Directors and Officers of TCI

 

 

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

 

 

 

C-15

 


 

 

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

 

 

 

(c)

Compensation to Principal Underwriter

 

 

Name of Principal Underwriter

Net Underwriting Discounts and Commissions

 

Compensation on Redemption

 

Brokerage Commissions

 

 

Commissions

 

Transamerica Capital, Inc. (1)

0

0

$ 70,977,287 (2)

0

0

0

$ 90,322,329 (3)

0

0

0

$ 85,863,532 (4)

0

(1)

Effective May 1, 2007, TCI replaced AFSG as principal underwriter for the Policies.

(2)

fiscal year 2006 paid to AFSG

(3)

fiscal year 2005 paid to AFSG

(4)

fiscal year 2004 paid to AFSG

Item 31.        Location of Accounts and Records

 

All accounts, books, or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the Registrant through Western Reserve at

570 Carillon Parkway, St. Petersburg, Florida 33716, 4800 140th Avenue North, Clearwater, Florida 33762 or 12855 Starkey Road, Largo, Florida 33773.

 

C-16

 


 

Item 32.

Management Services

 

Not Applicable

 

Item 33.

Fee Representation

 

Western Reserve hereby represents that the fees and charges deducted under the WRL Freedom Equity Protector Policies, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Western Reserve.

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 26 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of St. Petersburg, State of Florida, on this 16th day of April, 2007.

 

WRL SERIES LIFE ACCOUNT

(Registrant)

 

 

By: /s/ Tim L. Stonehocker*/

Tim L. Stonehocker, Chairman of the Board of Western Reserve Life Assurance Co. of Ohio

 

WESTERN RESERVE LIFE ASSURANCE

CO. OF OHIO

(Depositor)

 

 

By: /s/ Tim L. Stonehocker*/

Tim L. Stonehocker, Chairman of the Board

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 26 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature

Title

Date

 

/s/ Tim L. Stonehocker

Chairman of the Board

April 16, 2007

Tim L. Stonehocker */

 

/s/ Charles T. Boswell

Director and Chief Executive Officer

April 16, 2007

Charles T. Boswell */

 

/s/ Brenda K. Clancy

Director President

April 16, 2007

Brenda K. Clancy */

 

/s/ Allan J. Hamilton

Vice President, Treasurer and

April 16, 2007

Allan J. Hamilton */

Controller

 

/s/ Christopher H. Garrett

Director, Actuary and Chief Financial

April 16, 2007

Christopher H. Garrett */

Officer

 

/s/ Arthur C. Schneider

Director, Senior Vice President and

April 16, 2007

Arthur C. Schneider */

Chief Tax Officer

 

/s/ Priscilla I. Hechler

*/

Signed by Priscilla I. Hechler

 

As Attorney in Fact

 


 

 

 

 

 

Exhibit Index

 

Exhibit

Description

No.

of Exhibit

 

26(k)

Opinion of Arthur D. Woods, Esq. as to the Legality of the Securities being Registered

 

26(l)                   Opinion and Consent of Lorne Schinbein as to Actuarial Matters Pertaining to the Securities Being Registered

 

26(n)(i)

Written Consent of Ernst & Young LLP