485BPOS 1 wrlforlifesupp.htm WRL FOR LIFE

 

As filed with the Securities and Exchange Commission on December 27, 2007

 

Registration No. 333-135005/811-4420

 

 

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.

2

(X)

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT

 

COMPANY ACT OF 1940

 

Amendment No.55

(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 December 27, 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.

 

PARTS A&B

 

Each of the Prospectus and Statement of Additional Information, dated May 1, 2007 and as supplemented, is incorporated into Parts A and B, respectively, of this amendment by reference to Post Effective Amendment No. 1 to this Registration Statement, as filed on Form N-6 (File No. 333-135005/811-4420) on April 12, 2007. This amendment further supplements the prospectus and does not otherwise delete, amend, or supersede any prospectus, statement of additional information, exhibit, or other information in, or supplement to, Post-Effective Amendment No. 1 to the registration statement.

 

 

SUPPLEMENT DATED DECEMBER 27, 2007

TO PROSPECTUS DATED MAY 1, 2007

FOR

WRL FORLIFE

An Individual Flexible Premium Variable Life Insurance Policy

Issued through

WRL Series Life Account

By

Western Reserve Life Assurance Co. of Ohio

 

This Supplement modifies certain information contained in your WRL ForLife prospectus. Please read it carefully and retain it for future reference. All terms that are not defined in this supplement shall have the same meanings as the same terms used in the prospectus.

 

The following information supplements the information beginning on page 15 of your prospectus:

 

On or about February 28, 2008, the following portfolios will be added as investment options for your Policy. You can find more detailed information about the portfolios, including a description of risks, in the prospectuses for the portfolios. You may obtain a free copy of the portfolio prospectuses by contacting us at 1-800-851-9777 or visiting our website at www.westernreserve.com. You should read the prospectuses for the portfolios carefully. Please note: ProFunds VP and Access Trust subaccounts are not eligible for dollar cost averaging. Also, the hypothetical illustrations included in the Appendix of the prospectus do not reflect information for the new portfolios; the addition of the information for these portfolios may result in a decrease in values. We will furnish the owner, upon request, a hypothetical illustration that includes the portfolios listed below. Contact your registered representative or our administrative office.

 

Portfolio

Sub-Adviser or Adviser and Investment Objective

Access VP High Yield*

ProFund Advisors LLC

Seeks to provide investment results that correspond generally to the total return of the high yield market consistent with maintaining reasonable liquidity.

 

 

ProFund VP Asia 30*

ProFund Advisors LLC

Seeks daily investment results, before the fees and expenses, that correspond to the daily performance of the ProFunds Asia 30 Index.

 

 

ProFund VP Basic Materials*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Basic Materials Index.

 

 

ProFund VP Consumer Services*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Consumer Services Index® (USDX).

 

 

ProFund VP Emerging Markets*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Bank of New York Emerging Markets 50 ADR Index.

 

 

Portfolio

Sub-Adviser or Adviser and Investment Objective

ProFund VP Europe 30*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the ProFunds Europe 30 Index.

 

ProFund VP Falling US Dollar*

ProFund Advisors LLC

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

 

ProFund VP Financials*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Financials Index.

 

ProFund VP International*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index.

 

ProFund VP Japan*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Nikkei 225 Stock Average.

 

ProFund VP Mid-Cap*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P MidCap 400 Index.

 

ProFund VP Oil & Gas*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Oil & Gas Index.

 

ProFund VP Pharmaceuticals*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Pharmaceuticals Index.

 

ProFund VP Precious Metals*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones Precious Metals Index.

 

ProFund VP Short Emerging Markets*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the Bank of New York Emerging Markets 50 ADR Index.

Portfolio

Sub-Adviser or Adviser and Investment Objective

 

ProFund VP Short International*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index.

ProFund VP Short NASDAQ-100*

ProFund Advisors LLC

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

 

ProFund VP Small-Cap Value*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P SmallCap 600/Citigroup Value Index.

 

ProFund VP Telecommunications*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Telecommunications Index.

 

ProFund VP UltraSmall-Cap*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 2000 Index.

 

ProFund VP U.S. Government Plus*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times (125%) the daily price movement of the most recently issued 30-year U.S. Treasury Bond (“Long Bond”).

 

ProFund VP Utilities*

ProFund Advisors LLC

Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Utilities Index.

                                                           

* The ProFunds VP and Access Trust 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 and/or Access Trust 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” on page 35 of your prospectus. Some ProFunds VP and Access Trust portfolios may use investment techniques not associated with most mutual fund portfolios. Investors in the ProFunds VP and/or Access Trust portfolios will bear additional investment risks. See the ProFunds VP and Access Trust portfolios prospectus for a description of the investment objectives and risks associated with investing in the ProFunds VP and Access Trust portfolios.

 

Effective on or about February 28, 2008, the following will replace the table and footnote 3 found on page 13 of your prospectus under “Range of Expenses for the Portfolios”:

 

Minimum

Maximum

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

 

0.10%

 

2.16%

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

 

0.10%

 

1.63%

3 The range of Net Annual Portfolio Operating Expenses takes into account contractual arrangements for 22 portfolios that require a portfolio’s investment adviser to reimburse or waive portfolio expenses until April 30, 2008.

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 (12)

 

(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

 

(ix)

(i)

Specimen Flexible Premium Variable Life Insurance Policy (18)

 

(ii)

Primary Insured Rider Plus (14)

 

(iii)

Disability Waiver of Premium Rider (7)

 

(iv)

Disability Waiver of Monthly Deductions Rider (7)

 

(v)

Other Insured Rider (14)

 

(vi)

Accidental Death Benefit Rider (7)

 

(vii)

Living Benefit Rider (an Accelerated Death Benefit) (6)

 

(viii)

Endorsement to Policy Loans Provision (Form AE1617 1006)

(d)

Application for Flexible Premium Variable Life Insurance Policy (19)

(e)

Depositor’s Certification of Incorporation and By-Laws

 

 

(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 (1)

(f)

Reinsurance Agreements

 

 

(i)

Reinsurance Treaty dated September 30, 2000 and Amendments Thereto (5)

 

 

(ii)

Reinsurance Treaty dated July 1, 2002 and Amendments Thereto (5)

(g)

 

(i)

Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Western Reserve dated June 14, 1999 (8)

 

 

(ii)

Amendment No. 1 dated March 15, 2000 to Participation Agreement – Variable Insurance Products Fund II (9)

 

 

(iii)

Second Amendment dated April 12, 2001 to Participation Agreement – Variable Insurance Products Fund II (10)

 

 

(iv)

Third Amendment to Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Western Reserve dated September 1, 2003 (12)

 

 

(v)

Fourth Amendment to Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Western Reserve dated December 1, 2003 (13)

 

 

(vi)

Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated February 21, 2001 and Amendment Nos. 1 – 20 thereto (11)

 

 

(vii)

Amendment No. 21 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated September 1, 2003 (12)

 

 

(viii)

Amendment No. 22 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated December 1, 2003 (13)

 

 

(ix)

Amendment No. 23 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated May 1, 2004 (15)

 

 

(x)

Amendment No. 24 to Participation Agreement between AEGON/Transamerica Series Fund, Inc. and Western Reserve dated October 22, 2004 (16)

 

C-1

 

 

(xi)

Amendment No. 25 to Participation Agreement between AEGON/Transamerica Series Trust and Western Reserve dated March 28, 2005 (17)

 

(xii)

Amendment No. 26 to Participation Agreement between AEGON/Transamerica Series Trust and Western Reserve dated September 1, 2005 (17)

 

(xiii)

Participation Agreement Among Western Reserve, ProFunds, Access One Trust and ProFund Advisors LLC dated June 6, 2006 (18)

 

(xiv)

Amendment No. 1 to Participation Agreement among Western Reserve, ProFunds, Access One Trust and ProFunds Advisors LLC dated June 1, 2007 (20)

 

(xv)

Amendment No. 2 to Participation Agreement among Western Reserve, ProFunds, Access One Trust and ProFunds Advisors LLC dated August 30, 2007 (20)

(h)

Not Applicable

(i)

Not Applicable

(j)

Opinion and Consent of Lorne Schinbein as to Actuarial Matters Pertaining to the Securities being Registered, filed herewith

(k)

Opinion of Arthur D. Woods, Esq. as to Legality of Securities Being Registered, filed herewith

(l)

Sample Hypothetical Illustration (18)

(m)

Other Opinions:

 

(i)

Written Consent of Sutherland Asbill & Brennan LLP, filed herewith

 

(ii)

Written Consent of Ernst & Young LLP, filed herewith

(n)

Not Applicable

(o)

Not Applicable

(p)

Memorandum describing issuance, transfer and redemption procedures (19)

(q)

Powers of Attorney (19)

 

Eric J. Martin

 

Brenda K. Clancy

 

Charles T. Boswell

 

Arthur C. Schneider

 

John R. Hunter

 

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 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.

(6)

This exhibit was previously filed on the Initial Registration Statement to Form S-6 dated April 5, 2001 (File No. 333-58322) and is incorporated herein by reference.

(7)

This exhibit was previously filed on the Initial Registration Statement to Form N-6 Registration Statement dated August 6, 2003 (File No. 333-107705) and is incorporated herein by reference.

(8)

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.

(9)

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.

(10)

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.

(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.

C-2

(14)

This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated January 14, 2004 (File No. 333-110315) 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. 3 to Form N-6 Registration Statement dated February 28, 2005 (File No. 333-107705) and is incorporated herein by reference.

(17)

This exhibit was previously filed on Initial Registration Statement to Form N-6 Registration Statement dated September 28, 2005 (File No. 333-128650) and is incorporated herein by reference.

(18)

This exhibit was previously filed on Initial Registration Statement to Form N-6 Registration Statement dated June 14, 2006 (File No. 333-135005) and is incorporated herein by reference.

(19)

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.

(20)      This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form N-6 Registration Statement dated October 16, 2007 (File 333-144117) 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)

Corporate Counsel, Group Vice President – Compliance and Secretary

M. Craig Fowler

(3)

Vice President and Treasurer

Arthur C. Schneider

(1)

Director, Senior Vice President and Chief Tax Officer

John R. Hunter

(1)

Director and Chief Financial Officer

Eric J. Martin

(1)

Vice President and Corporate Controller

 

(1)

4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001

 

(2)

570 Carillon Parkway, St. Petersburg, Florida 33716

 

(3)

400 W. Market Street, Louisville, Kentucky 40202

 

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

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

Delaware

 

Voting Trust

Trustees:

 

 

 

Donald J. Shepard

 

 

 

 

 

C-3

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

Business

 

 

 

 

Joseph B.M. Streppel

 

 

 

Alexander R. Wynaendts

 

 

 

Craig D. Vermie

 

 

 

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

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

 

C-4

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

Business

 

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

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

 

C-5

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

Business

 

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

Transamerica Fund Advisors, Inc.

Florida

77% WRL, 23% AUSA Holding Company

Investment Adviser

AEGON/Transamerica Series Trust

Maryland

Various

Mutual Fund

Transamerica Fund Services, Inc.

Florida

56% AUSA Holding Company and 44% Western Reserve Life Assurance Co. of Ohio

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

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

 

C-6

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

Business

 

 

 

 

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

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 coverage

 

 

C-7

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

Business

 

 

 

 

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

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

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

 

C-8

 

 

Name

Jurisdiction of Incorporation

Percent of Voting

Securities Owned

Business

 

 

 

 

 

 

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

 

AEGON USA Investment Management, LLC.

Iowa

100% Transamerica Holding Corporation LLC

Investment advisor

 

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.

 

C-9

 

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 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-10

 

(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 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).

C-11

 

(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.

 

(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.

 

C-12

(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 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.

 

C-13

 

 

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 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 VL A, Separate Account VUL-A, Separate Account VA K, Separate Account VA P, Separate Account VA R, Separate Account VA S, Separate Account VA Q, Separate Account VA X, Separate Account VA W, Separate Account VA Y, Separate Account VA-1, Separate Account VA-6, Separate Account VA-7, Separate Account VA-8, Transamerica Corporate Separate Account Sixteen and Separate Account VL A of Transamerica Life Insurance Company; the Separate Account VA BNY, TFLIC Separate Account C, TFLIC Series Life Account, TFLIC Series Annuity Account, TFLIC Separate Account VNY, Separate Account VA QNY, Separate Account VA-5NLNY, Separate Account VA-6NY, Separate Account VA-2LNY and Separate Account VA WNY 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, Separate Account VA U, Separate Account VA V, WRL Series Life Account G, and WRL Series Life Corporate Account of Western Reserve Life Assurance Co. of Ohio; Separate Account VA-2L, Separate Account VA 5, and Transamerica Occidental Life Separate Account VUL-3 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

 

Robert R. Frederick

(1)

Director, Chief Operations Officer and President

Lon J. Olejniczak

(1)

Director and Chief Executive Officer

 

C-14

 

Mark W. Mullin

(1)

Director

John T. Mallett

(1)

Director

Linda S. Gilmer

(1)

Vice President

Frank A. Camp

(1)

Corporate Secretary

David Paulsen

(1)

Executive Vice President

Michael Petko

(1)

Executive Vice President

Michael Brandsma

(3)

Executive Vice President and Chief Financial Officer

Courtney A. John

(3)

Chief Compliance Officer and Vice President

Karen Heburn

(4)

Vice President

Darin D. Smith

(1)

Assistant Vice President

Brenda L. Smith

(4)

Assistant Vice President

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

John W. Fischer

(4)

Assistant Vice President

Amy Boyle

(4)

Assistant Vice President

Clifton W. Flenniken, III

(5)

Assistant Vice President

Tamara D. Barkdoll

(3)

Assistant Secretary

Erin K. Burke

(3)

Assistant Secretary

Jeffrey Eng

(2)

Assistant Secretary

_____________

 

(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 from Registrant

 

 

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

$ 85,863,632 (4)

0

(1)

Effective May 1, 2007, TCI replaced AFSG Securities Corporation ("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-15

 

Item 32.

Management Services

 

Not Applicable

 

Item 33.

Fee Representation

 

Western Reserve hereby represents that the fees and charges deducted under the WRL ForLife, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Western Reserve.

 

C-16

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. 2 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 27th day of December, 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. 2 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

December 27, 2007

Tim L. Stonehocker*/

 

/s/ Charles T. Boswell

Director and Chief Executive Officer

December 27, 2007

Charles T. Boswell */

 

/s/ Brenda K. Clancy

Director and President

December 27, 2007

Brenda K. Clancy */

 

/s/ Eric J. Martin

Vice President and Corporate

December 27, 2007

Eric J. Martin */

Controller

 

/s/ John R. Hunter

Director and Chief Financial

December 27, 2007

John R. Hunter */

Officer

 

/s/ Arthur C. Schneider

Director, Senior Vice President and

December 27, 2007

Arthur C. Schneider */

Chief Tax Officer

 

* /s/ Arthur D. Woods

 

Signed by Arthur D. Woods, Esq.

 

As Attorney in Fact pursuant to Powers of Attorney filed herewith

 

 

 

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 Sutherland Asbill & Brennan LLP

 

26(n)(ii)

Written Consent of Ernst & Young LLP

 

26(r)

Powers of Attorney

 

Eric J. Martin

 

Brenda K. Clancey

 

Charles T. Boswell

 

Arthur C. Schneider

 

John R. Hunter

 

Tim L. Stonehocker