485BPOS 1 n6filing.htm

As filed with the Securities and Exchange Commission on April 27, 2009

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. 6      (X) 
     and/or
     REGISTRATION STATEMENT UNDER THE INVESTMENT
     COMPANY ACT OF 1940
     Amendment No. 85      (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, 2009, 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.

 


 

P R O S P E C T U S     

May 1, 2009

WRL FORLIFESM
issued through
WRL Series Life Account
by
Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway
St. Petersburg, Florida 33716

Direct electronic, telephonic and facsimile transactions to the

Administrative Office:

(727) 299-1800 or 1-800-851-9777

Facsimile 1-737-299-1620/1-727-299-1648 (interfund transactions only)

www.westernreserve.com

Direct Claims Forms to the Administrative Office at:

P.O. Box 9008
Clearwater, FL 33758-9008

Direct all payments made by check, and all other correspondence
and notices to the Mailing Address:
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499

An Individual Flexible Premium Variable Life Insurance Policy
 

This prospectus describes the WRL ForLife,SM 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 Transamerica Series Trust – Initial Class (“Series Trust”), the Fidelity Variable Insurance Products Funds – Service Class 2 (“Fidelity VIP Fund”), the ProFunds, the Access One Trust (“Access Trust”), the AllianceBernstein Variable Products Series Fund, Inc. (“AllianceBernstein”), and the Franklin Templeton Variable Insurance Products Trust (“Franklin Templeton”), (collectively, the “funds”). Please refer to the next page of this prospectus for the list of portfolios available to you under this Policy.

Investing in the Policies involve risk, including possible loss of premiums.

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 this 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 this 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.

 


PORTFOLIOS AVAILABLE UNDER YOUR POLICY


TRANSAMERICA SERIES TRUST:

vTransamerica Asset Allocation – Conservative VP2

vTransamerica Federated Market Opportunity VP

vTransamerica Index 75 VP

vTransamerica Science & Technology VP

vTransamerica Asset Allocation – Growth VP2

vTransamerica Foxhall Global Conservative VP2*

vTransamerica International Moderate Growth VP2

vTransamerica Small/Mid Cap Value VP

vTransamerica Asset Allocation – Moderate Growth VP2

vTransamerica Foxhall Emerging Markets/Pacific Rim VP2*

vTransamerica JP Morgan Core Bond VP

vTransamerica T. Rowe Price Equity Income VP

vTransamerica Asset Allocation – Moderate VP2

vTransamerica Foxhall Global Growth VP2*

vTransamerica JP Morgan Enhanced Index VP

vTransamerica T. Rowe Price Small Cap VP

vTransamerica Balanced VP

vTransamerica Foxhall Global Hard Asset VP2*

vTransamerica Legg Mason Partners All Cap VP

vTransamerica Templeton Global VP

vTransamerica BlackRock Large Cap Value VP1

vTransamerica Growth Opportunities VP

vTransamerica MFS High Yield VP2

vTransamerica Third Avenue Value VP

vTransamerica Capital Guardian Value VP

vTransamerica Hanlon Balanced VP2

vTransamerica MFS International Equity VP

vTransamerica U.S. Government Securities VP

vTransamerica Clarion Global Real Estate Securities VP

vTransamerica Hanlon Growth VP2

vTransamerica Marsico Growth VP

vTransamerica Value Balanced VP

vTransamerica Convertible Securities VP

vTransamerica Hanlon Growth and Income VP2

vTransamerica Money Market VP2

vTransamerica Van Kampen Large Cap Core VP2

vTransamerica Efficient Markets VP

vTransamerica Hanlon Managed Income VP2

vTransamerica Munder Net50 VP

vTransamerica Van Kampen Mid-Cap Growth VP

vTransamerica Equity VP

vTransamerica Index 50 VP

vTransamerica PIMCO Total Return VP

 

vProFund VP Asia 30

vProFund VP Financials

vProFund VP Pharmaceuticals

vProFund VP Small-Cap

vProFund VP Basic Materials

vProFund VP International

vProFund VP Precious Metals

vProFund VP Small-Cap Value

vProFund VP Bull

vProFund VP Japan

vProFund VP Short Emerging Markets

vProFund VP Telecommunications

vProFund VP Consumer Services

vProFund VP Mid-Cap

vProFund VP Short International

vProFund VP UltraSmall-Cap

vProFund VP Emerging Markets

vProFund VP Money Market2

vProFund VP Short NASDAQ-100

vProFund VP U.S. Government Plus

vProFund VP Europe 30

vProFund VP NASDAQ-100

vProFund VP Short Small-Cap

vProFund VP Utilities

vProFund VP Falling U.S. Dollar

vProFund VP Oil & Gas

   

vAllianceBernstein Balanced Wealth Strategy Portfolio

vFranklin Templeton VIP Founding Funds Allocation Fund

vFidelity VIP Index 500 Portfolio

     

vAccess VP High Yield Fund2



1Subject to certain conditions, it is anticipated that this portfolio will be reorganized into Transamerica BlackRock Large Cap Value VP during the 4th quarter of 2009. Please refer to the Transamerica Series Trust prospectus for a complete description of the Transamerica BlackRock Large Cap Value VP portfolio.

2Please see the footnote for this portfolio(s) in the section entitled “Western Reserve, The Separate Account, the Fixed Account and the Portfolios – The Portfolios” in this prospectus.

*Please note: This portfolio will be available for investment on or about July 1, 2009; please refer to the Series Trust prospectus for additional information regarding this portfolio.


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 Guarantee     3
Cash Value     3
Transfers     3
Loans     3
Cash Withdrawals and Surrenders     4
Tax Benefits     4

Policy Risks     4

Risk of an Increase in Current Fees and Expenses     4
Investment Risks     4

Risks of Managing General Account Assets……………………………………………………………………….. 5

Risk of Lapse     5
Tax Risks (Income Tax and MEC)     5
Loan Risks     6

Portfolio Risks     6

Fee Tables     7   

   For Policies applied for on or after October 30, 2008…………………………………………………………     7

For Policies applied for before October 30, 2008 and issued before January 1, 2009…………………………...15

Range of Expenses for the Portfolios     22

Western Reserve, the Separate Account, the Fixed Account and the Portfolios     22

Western Reserve     22

Financial Condition of the Company ……………………………………………………………………………22

The Separate Account     23
The Fixed Account     24
The Portfolios     24
Selection of Underlying Portfolios     32
Addition, Deletion, or Substitution of Portfolios     33
Your Right to Vote Portfolio Shares     33

Charges and Deductions     33

Premium Expense Charge     34

Monthly Deductions……………………………………………………………………………………………     …32

Recovery of Monthly Deductions     37
Mortality and Expense Risk Charge     37
Surrender Charge     38
Transfer Charge     41
Loan Interest Spread     41
Cash Withdrawal Charge     41
Taxes     41
Rider Charges     41
Portfolio Expenses     42
Revenue We Receive     42

The Policy     43

Ownership Rights     43
Modifying the Policy     44
Purchasing a Policy     44
Tax-Free "Section 1035" Exchanges     44
When Insurance Coverage Takes Effect     45
Backdating a Policy     47

Policy Features     47

Premiums     47

Premium Payments     47
Planned Periodic Payments     48
Premium Limitations     48
Allocating Premiums     48

Transfers     49

General     49
Disruptive Trading and Market Timing     50
Fixed Account Transfers     53
Conversion Rights     53
On Time GDBM Funding Strategy     54
Asset Rebalancing Program     55
Third Party Asset Allocation Services     55

Policy Values     56

Cash Value     56
Net Surrender Value     56
Subaccount Value     56
Subaccount Unit Value     57
Fixed Account Value     57

Death Benefit     57

Death Benefit Proceeds     57
Death Benefit     58
Death Benefit After Age 111 or After Age 100     61
Effect of Cash Withdrawals on the Death Benefit     61
Choosing Death Benefit Options     61
Changing the Death Benefit Option     62
Increasing/Decreasing the Specified Amount     62
Payment Options     63

Surrenders and Cash Withdrawals     63

Surrenders     63
Cash Withdrawals     63
Canceling a Policy     64

Signature Guarantees………………………………………………………………………………………………65

Loans      65

General     65
Interest Rate Charged     66
Loan Reserve Account Interest Rate Credited     66
Effect of Policy Loans     66

Policy Lapse and Reinstatement     67

Lapse     67
No Lapse Guarantee     67
Guaranteed Death Benefit Measure (“GDBM”)     68
GDBM Monthly Premium     68
Reinstatement     69

Extension of the No Lapse Guarantee Period……………………………………………………………………..70

Federal Income Tax Considerations     70

Tax Status of the Policy     70
Tax Treatment of Policy Benefits     70

Other Policy Information     72

Settlement Options     72

Retained Asset Accounts…………………………………………………………………………………………..73

Payments We Make     73
Split Dollar Arrangements     74
Policy Termination     74

Assignment of the Policy…………………………………………………………………………………………..75

Supplemental Benefits (Riders)     75

Accidental Death Benefit Rider     75
Other Insured Rider     75
Disability Waiver of Monthly Deductions Rider     76
Disability Waiver of Premium Rider     76
Primary Insured Rider Plus ("PIR Plus")     77
Living Benefit Rider (an Accelerated Death Benefit)     78

Additional Information     79

Sending Forms and Transaction Requests in Good Order

Sale of the Policies     79
Legal Proceedings     80
Financial Statements     81

Table of Contents of the Statement of Additional Information     81

Glossary     82

For Policies Applied For On Or After October 30, 2008:

Appendix A-1 -- Surrender Charge Per Thousand of Specified Amount Layer (Based on the gender and rate class of the insured)     87

Appendix B-1 -- Monthly Per Unit Charges (Rate Per Thousand)     89

Appendix C-1 -- Illustrations     91

 For Policies Applied For Before October 30, 2008 and Issued Before January 1, 2009:

Appendix A-2 -- Surrender Charge Per Thousand of Specified Amount Layer (Based on the gender and rate class of the insured)     97

Appendix B-2 -- Monthly Per Unit Charges (Rate Per Thousand)     99

Appendix C-2 -- Illustrations     101

 Prospectus Back Cover      104

Personalized Illustrations of Policy Benefits      104
Inquiries      104


Policy Benefits/Risks Summary                                                                                                     WRL ForLife SM

     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 ForLife SM 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 cash withdrawals). Because returns are not guaranteed, the Policy is not suitable as a short-term savings vehicle.

·

The Policy is designed to be long-term in nature in order to provide significant life insurance benefits for you. However, purchasing the 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. There may be adverse consequences should you decide to surrender your Policy early, such as payment of a surrender charge during the first 15 Policy years and for 15 years from the date of any increase in specified amount.

·

Fixed Account. You may place money in the fixed account where it earns at least 2% 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.

·

Separate Account. You may direct the money in your Policy to any of the subaccounts of the WRL Series Life 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. Depending on the rider(s) that you add, we deduct charges for certain of these riders from the Policy’s cash value as part of the monthly deductions.

·

No Lapse Guarantee. The Policy has a no lapse guarantee that is in effect as long as you have paid sufficient amounts into the fixed account so that the Guaranteed Death Benefit Measure is at least zero and the Policy has not previously lapsed and been reinstated.



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 (i.e., having your Policy terminate without value) if you do not regularly pay net premiums equal to the GDBM Monthly Premium into the fixed account. Under certain circumstances, extra premiums in addition to the GDBM Monthly Premium may be required to prevent lapse. Please refer to “Policy Features - Premiums – Premium Payments” in this prospectus.

·

Once we deliver your Policy, the free-look period begins. You may return the Policy during this period and receive a refund. Depending on the laws of the state governing your Policy (usually the state where you live), we will either allocate your initial net premium(s) to the accounts you indicated on your application, or we will place your initial net premium(s) in the reallocation account until the reallocation date as shown on your Policy schedule page. Please refer to the section entitled “Canceling a Policy” for a description of the free-look period.



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 terms of the Policy. The amount of the death benefit generally depends on the specified amount of insurance you select, the death benefit option you choose, your Policy’s cash value, and any additional insurance provided by riders you purchase.



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

·

Option A is the greatest of:

     
 

>

the current specified amount; or

 

>

the minimum death benefit under the guideline premium or cash value accumulation life insurance compliance test, whichever has been selected; or

 

>

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

   

·

Option B is the greatest of:

 

>

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

 

>

the minimum death benefit under the guideline premium or cash value accumulation life insurance compliance test, whichever you have selected; or

 

>

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.

   

·

Option C is the greatest of:

 

>

the amount payable under Option A; or

 

>

the current specified amount, multiplied by an age-based "factor," plus the Policy's cash value on the date of the insured's death; or

 

>

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.



     We will reduce the death benefit proceeds by any outstanding loan amount, including accrued interest, and any due and unpaid charges. We will increase the death proceeds by any additional insurance benefits that you add by rider.

     The Policy allows you to choose between two federal income tax compliance tests for life insurance policies: the guideline premium test and the cash value accumulation test. You can use either tax compliance test with any one of the three death benefit options. Your election may affect the amount of the death benefit and the monthly deductions. You may not change tests after you have selected one of the tax tests on your application.
 

     There are two main differences between the two tests. First, the guideline premium test limits the amount of premium payments you may make to your Policy. There are no test limits on the amount of premium payments under the cash value accumulation tax test, although we may apply our own limits. Second, the factors that determine the minimum death benefit under the guideline premium test are different from those under the cash value accumulation test. You should consult your tax advisor when choosing the tax test.

     We offer three (3) bands of specified amount coverage under the Policy depending on the specified amount of insurance you have selected and any adjustments to the specified amount after issue:

Band 1: $50,000 - $499,999

Band 2: $500,000 - $999,999

Band 3: $1,000,000 or more



     Each band has its own cost of insurance rates. In general, the greater the specified amount band of your Policy, the lower the cost of insurance rates.
 

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

·

Change in Death Benefit Option and Specified Amount. You may increase the specified amount once each Policy year on any Monthiversary, and you may decrease the specified amount or change the death benefit option once a Policy year after the third Policy year. After the third Policy year, you may increase or decrease the specified amount and change the death benefit option in the same year. Until the later of the end of the surrender charge period or when the insured reaches attained age 65, we may limit the amount of any decrease to no more than 20% of the current specified amount. The new specified amount cannot be less than the minimum specified amount as shown in your Policy. You may increase the specified amount on any Monthiversary before the insured’s 86th birthday. After the third Policy year, you may change the death benefit option on any Monthiversary before the insured reaches attained age 95. Please note: Changes in specified amount will trigger changes in your cost of insurance charge, monthly per unit charge, surrender charge, your guideline premium or cash value accumulation tax compliance, your GDBM monthly premium, and may affect your ability to maintain the no lapse period guarantee, and may have adverse federal tax consequences. Any charges associated with an increase or decrease in your specified amount will be based on the same C.S.O. Table that was in effect when your Policy was issued.



No Lapse Guarantee

·

We guarantee that your Policy will not lapse, as long as the Guaranteed Death Benefit Measure is at least zero and the Policy has not previously lapsed and been reinstated. The Guaranteed Death Benefit Measure ("GDBM") tracks the amount and timing of money you pay in or remove from your fixed account each month. We use the GDBM to determine whether the no lapse guarantee is in effect. To reduce the likelihood that your GDBM will fall below zero, you should pay (or transfer) on schedule to the fixed account a monthly net premium at least equal to the GDBM Monthly Premium. In addition, you should avoid any withdrawals, transfers or loans from the fixed account because these transactions will reduce the GDBM. For a complete description of the No Lapse Guarantee, please refer to the section entitled “Policy Lapse and Reinstatement - No Lapse Guarantee” in this prospectus.



Cash Value

·

The cash value is the sum of the Policy's value in the subaccounts and the fixed account (including any amounts held in the loan reserve 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 fixed account to pay the monthly deductions, the surrender charge and/or any outstanding loan amount(s) and accrued loan interest.

·

The Policy will not lapse as long as the Policy has not lapsed and been reinstated and the Guaranteed Death Benefit Measure is at least zero. Please refer to the section entitled “Policy Lapse and Reinstatement - No Lapse Guarantee” for a description of the no lapse guarantee.



Transfers

·

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

·

Except as listed below, we charge a $25 transfer processing fee for each transfer after the first 12 transfers in a Policy year.

·

Transfers resulting from loans or the exercise of conversion rights, or relating to On Time GDBM Funding or Optimization, or from the reallocation of cash value immediately after the reallocation date, are currently not treated as transfers for the purpose of assessing the transfer charge.

·

Transfers via the Internet are not treated as transfers for the purpose of assessing the transfer charge.

·

Transfers among the ProFunds and Access Trust subaccounts are not treated as transfers for the purpose of assessing the transfer charge.

·

Automatic periodic transfers for the On Time GDBM Funding and the Optimization Strategies, and for asset rebalancing programs, are available.

·

Transfers under asset rebalancing are treated as transfers for purposes of assessing the transfer charge.

·

Each Policy year, the Policy allows a cumulative transfer out of the fixed account of the greater of up to 25% of the amount in the fixed account, or the amount transferred out in the prior Policy year from the fixed account. However, the transfer may not be greater than the unloaned portion of the fixed account on that date minus any surrender charge as of the previous Monthiversary. 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.

·

Unless otherwise required by state law, the maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. This restriction does not apply to transfers to the fixed account necessary to maintain the no lapse guarantee by increasing the Guaranteed Death Benefit Measure to zero or for conversions.

·

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 the section entitled “ Disruptive Trading and Market Timing - Statement of Policy” in this prospectus.



Loans

·

As long as your Policy is in force, you may take a loan against the Policy. Loans from the fixed account are limited to the unloaned portion of the fixed account minus any surrender charge. Loans from the subaccounts are available up to the subaccount’s cash value minus any surrender charge in the first two Policy years, and without limitation thereafter. The minimum loan amount is generally $500.

·

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 2.00% interest annually on amounts in the loan reserve account.

·

We currently charge 2.75% interest annually, payable in arrears, on any outstanding loan amount for a standard loan. This charge is guaranteed not to exceed 3.00%. Interest not paid when due is added to the amount of the loan to be repaid.

·

We will charge a preferred loan charge rate on a certain portion of the loaned amount. We currently charge 2.00% interest on preferred loans. This charge is guaranteed not to exceed 2.25%. After the anniversary on or following the insured’s 111th birthday if your Policy was applied for on or after October 30, 2008, or the insured’s 100th birthday if your Policy was applied for before October 30, 2008 and issued before January 1, 2009, all loans are considered preferred loans.

·

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



Cash Withdrawals and Surrenders

·

You may take one withdrawal of cash value per Policy year after the first Policy year. During the first 5 Policy years, the amount of a withdrawal from the fixed account may be limited to no more than 10% of the unloaned portion of the cash value in the fixed account minus the surrender charge that we would assess if you were to surrender the Policy. After the 5th Policy year, the amount of a withdrawal from the fixed account may be limited to no more than the unloaned portion of the cash value in the fixed account, minus any surrender charge, minus $500. For all Policy years after the first year, withdrawals from the subaccounts are available up to the subaccount cash value minus any surrender charge in the first two Policy years and without limitation thereafter.

·

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 cash value by the amount of the withdrawal. If the death benefit on your Policy is Option A, or if your death benefit is Option C and the insured’s attained age is 71 or older, then we will reduce the specified amount by the amount of the cash withdrawal.

·

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 guarantee will not remain in effect.

·

You may surrender the Policy at any time before the insured’s death. Life insurance coverage will end upon the surrender of the Policy. You will receive the net surrender value. If you surrender your Policy completely during the first 15 Policy years (or during the 15-year period following an increase in specified amount), you will pay a surrender charge. 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.

·

The surrender charge is calculated as the surrender charge per $1,000 of each layer of specified amount, multiplied by the number of thousands of specified amount in the layer, multiplied by the surrender charge factor, capped at the unloaned portion of the cash value in your fixed account, plus some portion of your cash value in the subaccounts.

·

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



Tax Benefits

      We intend 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. If your Policy is not a Modified Endowment Contract (“MEC”), you should not be deemed 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. A MEC is a special class of life insurance under the tax code. Unlike the case with traditional insurance, funds that are withdrawn from a MEC policy in the form of policy loans, cash withdrawals, assignments, and pledges are treated as gross income to the policyowner to the extent of gain in the Policy and therefore are subject to taxation. Transfers between the subaccounts are not taxable transactions.

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 2%.

Risks of Managing General Account Assets
 

In addition to your fixed account allocations, general account assets are used to support the payment of the death benefit under the Contracts.  To the extent that Western Reserve is required to pay you amounts in addition to your contract value under the death benefit, such amounts will come from general account assets.  You should be aware that the general account is exposed to the risks normally associated with a portfolio of fixed-income securities, including interest rate, option, liquidity and credit risk.  The Company's financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the general account investments.

Risk of Lapse

     Your Policy contains a no lapse guarantee. Your Policy will not lapse, as long as the Guaranteed Death Benefit Measure equals at least zero and the Policy has not previously lapsed and been reinstated. The no lapse guarantee will be effective as long as you pay sufficient premiums and/or transfer sufficient amounts into the fixed account to keep the Guaranteed Death Benefit Measure at least zero. For a complete description of the “No Lapse Guarantee,” please refer to the section entitled “No Lapse Guarantee” in this prospectus.

     You will eliminate the risk of lapse of your Policy if you keep the no lapse guarantee in effect. Before you take a cash withdrawal or loan, increase or decrease the specified amount, change your death benefit option, or add, increase or decrease a rider, you should consider carefully the effect it will have on the no lapse guarantee.

If you take a cash withdrawal or Policy loan, if you increase or decrease the specified amount, if you change your death benefit option, or if you add, increase or decrease a rider, we will adjust the GDBM Monthly Premium accordingly and notify you of the new amount. If the new amount is adjusted upward (i.e., increases) and you do not make the necessary higher premium payments, you will increase the risk of losing the no lapse period guarantee. We deduct the total amount of your withdrawal and any outstanding loan amount, including accrued loan interest, from your premiums paid when we determine whether your premium payments are high enough to keep the no lapse guarantee in effect.

     If, on a Monthiversary, the unloaned portion of your cash value in the fixed account minus any surrender charge (that we would assess if you were to surrender the Policy) is not sufficient to cover the monthly deductions due on such day, and the no lapse guarantee is not in effect but your cash value in the subaccounts is sufficient, we will mail a transfer/fixed account funding notice to your last known address and to any assignee of record. In the notice, a period of two Monthiversaries is allowed for you to pay an additional premium into the fixed account, make a transfer from the subaccounts to the fixed account, and/or repay any loans to the fixed account. The notice will also show the minimum payment required and the final date on which such payment must be received by us in order to avoid an automatic transfer from the subaccounts. If the minimum amount due is not received by us within the stated period, a transfer of the minimum amount due will automatically be made on a pro rata basis from the subaccounts to the fixed account.

     If the no lapse guarantee is not in effect because the Guaranteed Death Benefit Measure falls below zero and the Policy has not lapsed and been reinstated, you may restore the no lapse guarantee by paying an additional premium into the fixed account, by transferring a sufficient amount from the subaccounts to the fixed account, and/or by repaying any loans to the fixed account.

     A Policy lapse may have adverse tax consequences.

     If your Policy lapses, we may allow you to reinstate the Policy within five years after it has lapsed, subject to underwriting. However, the no lapse guarantee cannot be reinstated.

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 MEC under federal tax laws. Unlike traditional insurance, if a Policy is treated as a MEC, cash 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 in the Policy only 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 taken before you reach age 59 ½. If a Policy is not treated as a MEC, cash withdrawals will not be subject to tax as ordinary income to the extent of your basis in the Policy. Amounts withdrawn 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 although they may be taxable on the lapse or surrender of the Policy. 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 account within the fixed account as collateral. We then credit a fixed interest rate of 2.0% 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 2.75%, payable in arrears for a standard loan. This charge will not exceed 3.0%. Interest is added to the amount of the loan to be repaid. We will charge a preferred loan interest charge rate on a certain portion of the loan balance. We currently charge 2.00% interest on preferred loans. This charge is guaranteed not to exceed 2.25%. After the anniversary following the insured’s 111th birthday if your Policy was applied for on or after October 30, 2008, or following the insured’s 100th birthday if your Policy was applied for before October 30, 2008 and issued before January 1, 2009, all loans are considered preferred loans.

     The Policy may be purchased with the intention of accumulating cash value on a tax-free basis for some period (such as, until retirement) and then periodically borrowing from the Policy on a tax-free basis without allowing the Policy to lapse. The aim of this strategy is to continue borrowing from the Policy until its cash value is just enough to pay off the Policy loans that have been taken out. Anyone contemplating taking advantage of this strategy should be aware that it involves several risks. First, this strategy will fail to achieve its goal if the Policy is a MEC or becomes a MEC after the periodic borrowing begins because the loan will be taxable to the extent of gain then in the Policy. Second, this strategy has not been ruled on by the Internal Revenue Service or the courts and it may be subject to challenge by the IRS, since it is possible that loans under the Policy will be treated as taxable distributions.
 

     A Policy loan will make it more likely that a Policy would lapse. A Policy loan will increase the risk that the no lapse guarantee will not remain in effect. There is also a risk that if the loan, insurance charges and unfavorable investment experience reduce your net surrender value and the no lapse guarantee is no longer in effect, then the Policy will lapse. 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 tax risks inherent in such a strategy before purchasing the Policy.

If the Policy is not a MEC and 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 loan 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 portfolio 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. Please Note: We have presented two versions of each table. Section A includes the fee tables for Policies that are applied for on or after October 30, 2008 (or subsequent state approval), regardless of when such Policies are issued, and are based on the Commissioners 2001 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“2001 C.S.O. Tables”). Section B includes the fee tables for Policies that were applied for before October 30, 2008 and were issued before January 1, 2009, based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables (“1980 C.S.O. Tables”). 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.


                              SECTION A

FEE TABLES FOR POLICIES APPLIED FOR ON OR AFTER

OCTOBER 30, 2008
(BASED ON THE 2001 C.S.O. TABLES)

               

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.     

 

FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Transaction Fees

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Premium Expense Charge:

Upon payment of each premium

0% of premium payments in first Policy year, 3% thereafter

0% of premium payments in first Policy year, 3% thereafter

Cash Withdrawal Charge2

Upon withdrawal

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

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

Surrender Charge3

Upon full surrender of the Policy during the first 15 Policy years or during the first 15 years from the date of any increase in the specified amount

   

Maximum Charge4

 

$57.00 per $1,000 of specified amount during the first Policy year

$57.00 per $1,000 of specified amount during the first Policy year

Minimum Charge5

 

$7.68 per $1,000 of specified amount during the first Policy year

$7.68 per $1,000 of specified amount during the first Policy year

     

Initial charge for a male      insured, issue age 24, in      the non-tobacco useclass

 

$9.68 per $1,000 of specified amount during the first Policy year

9.68 per $1,000 of specified amount during the first Policy year

Transfer Charge6

Upon transfer

$25 for each transfer in excess of 12 per Policy year

$25 for each transfer in excess of 12 per Policy year

Living Benefit Rider (an Accelerated Death Benefit)7

When rider is exercised

Discount Factor

Discount Factor



____________________________________
1 The Company reserves the right at any time to change the current charge, but never to a level that exceeds the guaranteed charge.

2 When we incur the expense of expedited delivery of your cash 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.

3 The surrender charge will vary based on the state of residence, Policy duration, issue age, gender and underwriting class of the insured on the Policy date and at the time of any increase in the specified amount. Each increase in specified amount will have its own 15 year surrender charge period starting on the date of the increase and its own surrender charges that are based upon the insured’s age, gender and underwriting class at the time of the increase. (Note: only the increase in specified amount is subject to the additional 15 year period.) The surrender charge for each increase in specified amount (“layer”) is calculated as the surrender charge per $1,000 of specified amount in that layer multiplied by the number of thousands of dollars of specified amount in the layer, multiplied by the surrender charge factor and then capped. The surrender charge factor for the Policy and each layer will be 1.00 at issue (0.97% for issue ages 84-85) and will decrease until it reaches zero at the end of the 15th Policy year after the Policy date (or date of any specified amount increase). Starting fourteen (14) months after the Policy issue date, the surrender charge will be capped at the sum of your cash value in the fixed account (excluding the amount in the loan reserve account) and a specified portion of your cash value that is allocated to the subaccounts. On the fourteenth Monthiversary, 100% of your cash value that is allocated to the subaccounts is part of the base used to pay the surrender charge. Thereafter, this percentage cap drops by 10% on each Monthiversary until it reaches zero on the twenty-fourth (24th) Monthiversary. After the twenty-fourth Monthiversary, the surrender charge is capped at your cash value in the fixed account, excluding any amount in the loan reserve account. The charges shown in the table may not be representative of the charges you will pay. Please see the example in the “Surrender Charges” section of this prospectus. More detailed information about the surrender charges applicable to you is available from your registered representative.

4 This maximum surrender charge is based on an insured with the following characteristics: male, age 85 at issue, tobacco class, in the first Policy year. This maximum charge may also apply to insureds with other characteristics.

5 This minimum surrender charge is based on an insured with the following characteristics: female, age 5 at issue, juvenile class, in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

6 The first 12 transfers per Policy year are free.

7 We reduce the single sum benefit by a discount factor to compensate us for lost income due to early payment of the death benefit. The discount factor is equal to the current yield on 90-day U.S. Treasury bills or the Policy loan interest rate, whichever is greater. Please see footnote 17 for a description of the loan rate. For further information about the Living Benefit Rider, including a numerical example showing the calculation of a discounted single sum benefit and the impact of acceleration of a portion of the death benefit available under a Policy on any remaining death benefit and cash value, please see the “Supplemental Benefits (Riders)” section of this prospectus.


FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

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 Charge1

Cost of Insurance8

     

(without Extra Ratings)9

     
 

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 111

   

     Maximum Charge10

 

$49.94 per $1,000 of net amount at risk per month11

$33.78 per $1,000 of net amount at risk per month11

       

     Minimum Charge

 

$0.02 per $1,000 of net amount at risk per month11, 12

$0.01 per $1,000 of net amount at risk per month 11, 13

       

     Initial Charge for male      insured, issue age24, in      the non-tobacco use class,
band 1

 

$0.08per $1,000 of net amount at risk per month11

$0.04 per $1,000 of net amount at risk per month11

Monthly Policy Charge

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 111

$12.00 per month during the first Policy year; $15.00 per month through age 110; and $0 starting at age 111.

$12.00 per month through age 110; and $0 starting at age 111.



               _______

8Cost of insurance charges are based on the insured’s issue age, gender and underwriting class, the specified amount, Policy duration, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. Cost of insurance rates are generally lower for each higher band of specified amount. For example, band 2 (specified amounts of $500,000 - $999,999) generally has lower cost of insurance rates than those of band 1 (specified amounts less than $500,000). 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 registered representative.

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

10 This maximum charge is based on an insured with the following characteristics: male, age 25 at issue, standard tobacco class, with an initial face amount of less than $500,000 (Band 1) and in the 86th Policy year. This maximum charge may also apply to insureds with other characteristics.

11 The net amount at risk equals the death benefit on a Monthiversary, minus the cash value on such Monthiversary.

12 This minimum charge is based on an insured with the following characteristics: female, age 5 at issue, juvenile class, Band 3 and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

13 This minimum charge is based on an insured with the following characteristics: female, age 26 at issue, preferred elite non-tobacco class, with an initial face amount of $1,000,000 or higher (Band 3) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.


FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Monthly Per Unit Charge14

Monthly, for all Policy years on and after the Policy date, and on any increase in specified amount

   

Maximum Charge15

$1.16 per $1,000 of specified amount per month

$1.16 per $1,000 of specified amount per month

Minimum Charge16

$0.06 per $1,000 of specified amount per month

$0.06 per $1,000 of specified amount per month

Initial Charge for an insured, issue age 24

$0.07 per $1,000 of specified amount per month

$0.07 per $1,000 of specified amount per month15

Mortality and Expense Risk Charge

Daily

Annual rate of 0.00% for Policy years 1 – 5, and 0.50% for Policy years 6+, of average daily net assets of each subaccount in which you are invested

Annual rate of 0.00% for all Policy years, of average daily net assets of each subaccount in which you are invested

Loan Interest Spread17

On Policy anniversary or earlier, as applicable18

1.0% (effective annual rate)

0.75% (effective annual rate)



               _____________

14 We deduct the monthly per unit charge on each Monthiversary as part of the monthly deduction for all Policy years from the Policy date based on the insured’s issue age on the Policy date. We also assess a new monthly per unit charge for all Policy years following any increase in specified amount that are based on the insured’s attained age on the date of the increase. Currently, we plan to deduct this charge for the first 8 Policy years and during the first 8 Policy years from the date of any increase in specified amount. We will notify you if we extend the period during which we will assess the monthly per unit charge. We also deduct this charge for any Primary Insured Rider Plus or Other Insured Rider attached to the Policy, at a lower rate than applies to the Policy.

15 This maximum charge is based on an insured with the following characteristics: male, age 85 at issue, and in the first Policy year. This maximum charge may also apply to insureds with other characteristics.

16 This minimum charge is based on an insured with the following characteristics: female, age 5 at issue, juvenile class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

17 The Loan Interest Spread is the difference between the amount of interest we charge you for a loan (currently, an effective annual rate of 2.75%, guaranteed not to exceed 3.0% on standard loans) and the amount of interest we credit to your loan reserve account (an effective annual rate of 2.0% guaranteed). We will charge a preferred loan rate, which is lower on an amount equal to the un-loaned portion of the cash value minus the cost basis. (The cost basis is calculated as the total premiums paid minus cash withdrawals, plus the similarly calculated cost basis of any previous cash value life insurance policy that has been exchanged for the Policy under Section 1035 of the Internal Revenue Code.) The maximum loan interest spread on preferred loans is 0.25%, and the current spread is 0.0%.

18 While a Policy loan is outstanding, loan interest is payable in arrears on each Policy anniversary, or, if earlier, on the date of loan repayment, Policy lapse, surrender, Policy termination, or the insured’s death.


FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Optional Rider Charges: 19

Accidental Death Benefit Rider

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

   

Maximum Charge20

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

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

Minimum Charge21

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

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

Initial Charge for a male insured, issue age 24

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

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

Disability Waiver of Monthly Deductions Rider22

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

   

Maximum Charge23

$0.39 per $1,000 of the Policy’s net amount at risk per month11

$0.39 per $1,000 of the Policy’s net amount at risk per month11

Minimum Charge24

$0.03 per $1,000 of the Policy’s net amount at risk per month11

$0.03 per $1,000 of the Policy’s net amount at risk per month11

Initial Charge for a male insured, issue age 24

 

$0.03 per $1,000 of base Policy net amount at risk per month11

$0.03 per $1,000 of base Policy net amount at risk per month11



                    

19Optional Rider cost of insurance charges are based on some combination of each insured’s issue age, gender and underwriting class, and the Policy year and rider face amount. 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. The rider will indicate the maximum guaranteed rider charges applicable to your Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your registered representative.

20This maximum charge is based on an insured with the following characteristics: male, age 50 at issue and in the 19th Policy year. This maximum charge may also apply to insureds with other characteristics.

21This 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.

22Disability Waiver of Monthly Deductions Rider charges are based on the insured’s issue age and gender, and the net amount at risk. The charges shown are for the Policy only (without riders and other benefits). The addition of riders and other benefits would increase these charges. This charge does not vary once it is added to the Policy. 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 registered representative.

23This 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.

24 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.


FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Disability Waiver of Premium Rider25

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

   

Maximum Charge26

$1.61 per $10 monthly rider benefit

$1.61 per $10 monthly rider benefit

Minimum Charge27

$0.27 per $10 monthly rider benefit

$0.27 per $10 monthly rider benefit

Initial Charge for a male insured, issue age 24

$0.32 per $10 monthly rider benefit

$0.32 per $10 monthly rider benefit

Other Insured Rider28

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100

   

(without Extra Ratings)9

Cost of Insurance

Maximum Charge29

$30.40 per $1,000 of rider face amount per month

$25.69 per $1,000 of rider face amount per month

Minimum Charge

$0.02 per $1,000 of rider face amount per month30

$0.01 per $1,000 of rider face amount per month31

Initial Charge for a male insured, issue age 8, juvenile class

$0.02 per $1,000 of rider face amount per month

$0.02 per $1,000 of rider face amount per month



                    

25 The charge for this rider is based on the primary insured’s issue age and gender, and the amount of monthly rider benefit.

26 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.

27 This minimum charge is based on an insured with the following characteristics: male, age 15 at issue. This minimum charge may also apply to insureds with other characteristics.

28 Rider cost of insurance charges and monthly per unit charges are based on some combination of insured’s issue age, gender and underwriting class, the Policy year, and the rider face amount. Cost of insurance rates generally will increase each year with the age of the insured. The cost of insurance rates and monthly per unit charges 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 these riders by contacting your registered representative.

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

30 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.

31 This minimum charge is based on an insured with the following characteristics: female, issue age 26, preferred elite non-tobacco underwriting class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.
 


FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Other Insured Rider

(continued)

     

Monthly Per Unit Charge32

   

Maximum Charge33

$0.57 per $1,000 of rider face amount

$0.57 per $1,000 of rider face amount

Minimum Charge34

$0.03 per $1,000 of rider face amount

$0.03 per $1,000 of rider face amount

Initial Charge for a male insured, issue age 8

$0.03 per $1,000 of rider face amount

$0.03 per $1,000 of rider face amount

Primary Insured Rider Plus28

(without Extra Ratings)9

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100

   

Cost of Insurance

   

Maximum Charge29

$30.40 per $1,000 of rider face amount per month

$30.40 per $1,000 of rider face amount per month

Minimum Charge

 

$0.02 per $1,000 of rider face amount per month30

$0.01 per $1,000 of rider face amount per month31

Initial charge for a male insured, issue age 24, in the non-tobacco use class

 

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

$0.03 per $1,000 of rider face amount per month

 

Monthly Per Unit Charge32

     

Maximum Charge3

3

 

$0.14 per $1,000 of rider face amount

$0.14 per $1,000 of rider face amount

Minimum Charge34

$0.01 per $1,000 of rider face amount

$0.01 per $1,000 of rider face amount

Initial Charge for a male insured, issue age 24

$0.01 per $1,000 of rider face amount

$0.01 per $1,000 of rider face amount



_____________________________________

32 We currently deduct the monthly per unit charge on each Monthiversary during the first 8 Policy years from the issue date of the rider and upon any increase of face amount for the rider.

33This maximum charge is based on an insured with the following characteristic: issue age 85.

34 This minimum charge is based on an insured with the following characteristic: issue age 0. The minimum charge may also apply to insureds with other characteristics.


SECTION B

FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008

AND ISSUED BEFORE JANUARY 1, 2009
(BASED ON THE 1980 C.S.O. TABLES)


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

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.

Transaction Fees

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Premium Expense Charge:

Upon payment of each premium

0% of premium payments in first Policy year, 3% thereafter

0% of premium payments in first Policy year, 3% thereafter

Cash Withdrawal Charge2

Upon withdrawal

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

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

Surrender Charge3

Upon full surrender of the Policy during the first 15 Policy years or during the first 15 years from the date of any increase in the specified amount

   

     Maximum Charge4

 

$57.00 per $1,000 of specified amount during the first Policy year

$57.00 per $1,000 of specified amount during the first Policy year

Minimum Charge 5

 

$7.68 per $1,000 of specified amount during the first Policy year

$7.68 per $1,000 of specified amount during the first Policy year

     Initial charge for a male      insured, issue age 24, in      the non-tobacco use class

 

$9.68 per $1,000 of specified amount during the first Policy year

$9.68 per $1,000 of specified amount during the first Policy year

Transfer Charge6

Upon transfer

$25 for each transfer in excess of 12 per Policy year

$25 for each transfer in excess of 12 per Policy year



 

 

 

 

1 The Company reserves the right at any time to change the current charge , but never to a level that exceeds the guaranteed charge.

2 When we incur the expense of expedited delivery of your cash 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.

3 The surrender charge will vary based on the state of residence, Policy duration, issue age, gender and underwriting class of the insured on the Policy date and at the time of any increase in the specified amount. Each increase in specified amount will have its own 15 year surrender charge period starting on the date of the increase and its own surrender charges that are based upon the insured’s age, gender and underwriting class at the time of the increase. (NOTE: only the increase in specified amount is subject to the additional 15 surrender charge period.) The surrender charge for each increase in specified amount (“layer”) is calculated as the surrender charge per $1,000 of specified amount in that layer multiplied by the number of thousands of dollars of specified amount in the layer, multiplied by the surrender charge factor and then capped. The surrender charge factor for the Policy and each layer will be 1.00 at issue and will decrease until it reaches zero at the end of the 15th Policy year after the Policy date (or date of any specified amount increase). Starting fourteen (14) months after the Policy issue date, the surrender charge will be capped at the sum of your cash value in the fixed account (excluding the amount in the loan reserve account) and a specified portion of your cash value that is allocated to the subaccounts. On the fourteenth Monthiversary, 100% of your cash value that is allocated to the subaccounts is part of the base used to pay the surrender charge. Thereafter, this percentage cap drops by 10% on each Monthiversary until it reaches zero on the twenty-fourth (24 th) Monthiversary. After the twenty-fourth Monthiversary, the surrender charge is capped at your cash value in the fixed account, excluding any amount in the loan reserve account. The charges shown in the table may not be representative of the charges you will pay. More detailed information about the surrender charges applicable to you is available from your registered representative.

4 This maximum surrender charge is based on an insured with the following characteristics: male, issue age 85, in the standard tobacco use underwriting class. This maximum charge may also apply to insureds with other characteristics.

5 This minimum surrender charge is based on an insured with the following characteristics: female, issue age 4, in the juvenile underwriting class. This minimum charge may also apply to insureds with other characteristics.

6 The first 12 transfers per Policy year are free.


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

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 Charge1

Living Benefit Rider (an Accelerated Death

Benefit)7

When rider is exercised

Discount Factor

Discount Factor

Cost of Insurance8

     

(without Extra Ratings)9

     
 

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100

   

     Maximum Charge10

 

$83.33 per $1,000 of net amount at risk per month11

$46.21 per $1,000 of net amount at risk per month11

       

     Minimum Charge

 

$0.06 per $1,000 of net amount at risk per month11,12

$0.01 per $1,000 of net amount at risk per month11,13

       

     Initial Charge for male      insured, issue age 24, in      the non-tobacco use class, band 1

 

$0.13 per $1,000 of net amount at risk per month11

$0.04 per $1,000 of net amount at risk per month11

       

Monthly Policy Charge

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100

$8.00 per month during the first Policy year; $15.00 per month thereafter through age 99; and $0 per month starting at age 100.

$8.00 per month through age 99; and $0 per month starting at age 100.



                    

7 We reduce the single sum benefit by a discount factor to compensate us for lost income resulting from the early payment of the death benefit. The discount factor is equal to the current yield on 90-day U.S. Treasury bills or the Policy loan interest rate, whichever is greater.(Please see footnote 17 for a description of the loan rate.) For further information about the Living Benefit Rider, including a numerical example showing the calculation of a discounted single sum benefit and the impact of acceleration of a portion of the death benefit available under a Policy on any remaining death benefit and cash value, please see the “Supplemental Benefits (Riders)” section of this prospectus.

8 Cost of insurance charges are based on the insured’s issue age, gender and underwriting class, the specified amount, Policy duration, Policy year, and the net amount at risk. Cost of insurance rates generally will increase each year with the age of the insured. Cost of insurance rates are generally lower for each higher band of specified amount. For example, band 2 (specified amounts of $500,000 - $999,999) generally has lower cost of insurance rates than those of band 1 (specified amounts less than $500,000). 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 registered representative.

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

10 This maximum charge is based on an insured with the following characteristics: male, age 25 at issue, standard tobacco class, with an initial face amount of less than $500,000 (Band 1) and in the 75th Policy year. This maximum charge may also apply to insureds with other characteristics.

11 The net amount at risk equals the death benefit on a Monthiversary, minus the cash value on such Monthiversary.

12 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.

13 This minimum charge is based on an insured with the following characteristics: female, age 26 at issue, preferred elite non-tobacco class, with an initial face amount of $1,000,000 or higher (Band 3) and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Monthly Per Unit Charge14

Monthly, for all Policy years on and after the Policy date, and on any increase in specified amount

   

Maximum Charge15

$1.16 per $1,000 of specified amount per month

$1.16 per $1,000 of specified amount per month

Minimum Charge16

$0.06 per $1,000 of specified amount per month

$0.06 per $1,000 of specified amount per month

Initial Charge for an insured, issue age 24

$0.07 per $1,000 of specified amount per month

$0.07 per $1,000 of specified amount per month15

Mortality and Expense Risk Charge

Daily

Annual rate of 0.00% for Policy years 1 – 5, and 0.50% for Policy years 6+, of average daily net assets of each subaccount in which you are invested

Annual rate of 0.00% for all Policy years, of average daily net assets of each subaccount in which you are invested

Loan Interest Spread17

On Policy anniversary or earlier, as applicable18

1.0% (effective annual rate)

0.75% (effective annual rate)



                    

14 We deduct the monthly per unit charge on each Monthiversary as part of the monthly deduction for all Policy years from the Policy date based on the insured’s issue age on the Policy date. We also assess a new monthly per unit charge for all Policy years following any increase in specified amount that are based on the insured’s attained age on the date of the increase. Currently, we plan to deduct this charge for the first 8 Policy years and during the first 8 Policy years from the date of any increase in specified amount. We will notify you if we extend the period during which we will assess the monthly per unit charge. We also deduct this charge for any Primary Insured Rider Plus or Other Insured Rider attached to the Policy, at a lower rate than applies to the Policy.

15 This maximum charge is based on an insured with the following characteristics: male, age 85 at issue, and in the first Policy year. This maximum charge may also apply to insureds with other characteristics.

16 This minimum charge is based on an insured with the following characteristics: female, age 5 at issue, juvenile class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.

17 The Loan Interest Spread is the difference between the amount of interest we charge you for a loan (currently, an effective annual rate of 2.75%, guaranteed not to exceed 3.0% on standard loans) and the amount of interest we credit to your loan reserve account (an effective annual rate of 2.0% guaranteed). We will charge a preferred loan rate, which is lower on an amount equal to the un-loaned portion of the cash value minus the cost basis. (The cost basis is calculated as the total premiums paid minus cash withdrawals, plus the similarly calculated cost basis of any previous cash value life insurance policy that has been exchanged for the Policy under Section 1035 of the Internal Revenue Code.) The maximum loan interest spread on preferred loans is 0.25%, and the current spread is 0.0%.

18 While a Policy loan is outstanding, loan interest is payable in arrears on each Policy anniversary, or, if earlier, on the date of loan repayment, Policy lapse, surrender, Policy termination, or the insured’s death.


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Optional Rider Charges: 19

Accidental Death Benefit Rider

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

   

Maximum Charge20

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

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

Minimum Charge21

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

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

Initial Charge for a male insured, issue age 24

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

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

Disability Waiver of Monthly Deductions Rider22

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

   

Maximum Charge23

$0.39 per $1,000 of the Policy’s net amount at risk per month11

$0.39 per $1,000 of the Policy’s net amount at risk per month11

Minimum Charge24

$0.03 per $1,000 of the Policy’s net amount at risk per month11

$0.03 per $1,000 of the Policy’s net amount at risk per month11

Initial Charge for a male insured, issue age 24

 

$0.03 per $1,000 of base Policy net amount at risk per month11

$0.03 per $1,000 of base Policy net amount at risk per month11



                    

19 Optional Rider cost of insurance charges are based on some combination of each insured’s issue age, gender, underwriting class, Policy year and rider face amount. 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. The rider will indicate the maximum guaranteed rider charges applicable to you Policy. You can obtain more detailed information concerning your cost of insurance charges by contacting your registered representative.

20 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.

21 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.

22 Disability Waiver of Monthly Deductions Rider charges are based on the insured’s issue age, gender and net amount at risk. The charges shown are for the Policy only (without riders and other benefits). The addition of riders and other benefits would increase these charges. This charge does not vary once it is added to the Policy. 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 registered representative.

23 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.

24 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.


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Disability Waiver of Premium Rider25

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

   

Maximum Charge26

$1.61 per $10 monthly rider benefit

$1.61 per $10 monthly rider benefit

Minimum Charge27

$0.27 per $10 monthly rider benefit

$0.27 per $10 monthly rider benefit

Initial Charge for a male insured, issue age 24

$0.32 per $10 monthly rider benefit

$0.32 per $10 monthly rider benefit

Other Insured Rider28

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100

   

(without Extra Ratings)9

Cost of Insurance

Maximum Charge29

$83.33 per $1,000 of rider face amount per month

$42.68 per $1,000 of rider face amount per month

Minimum Charge

$0.06 per $1,000 of rider face amount per month30

$0.01 per $1,000 of rider face amount per month31

Initial Charge for a male insured, issue age 8, juvenile class

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

$0.02 per $1,000 of rider face amount per month



                    

25 The charge for this rider is based on the primary insured’s issue age, gender and amount of monthly rider benefit.

26 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.

27 This minimum charge is based on an insured with the following characteristics: male, age 15 at issue. This minimum charge may also apply to insureds with other characteristics.

28 Rider cost of insurance charges and monthly per unit charges are based on each insured’s issue age, gender, underwriting class, Policy year, and the rider face amount. Cost of insurance rates generally will increase each year with the age of the insured. The cost of insurance rates and monthly per unit charges 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 these riders by contacting your registered representative.

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

30 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.

31 This minimum charge is based on an insured with the following characteristics: female, issue age 26, preferred elite non-tobacco underwriting class and in the first Policy year. This minimum charge may also apply to insureds with other characteristics.


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Periodic Charges Other Than Portfolio Operating Expenses

Charge

When Charge is Deducted

Amount Deducted

Guaranteed Charge

Current Charge1

Other Insured Rider

(continued)

     

Monthly Per Unit Charge32

   

Maximum Charge33

$0.57 per $1,000 of rider face amount

$0.57 per $1,000 of rider face amount

Minimum Charge34

$0.03 per $1,000 of rider face amount

$0.03 per $1,000 of rider face amount

Initial Charge for a male insured, issue age 8

$0.03 per $1,000 of rider face amount

$0.03 per $1,000 of rider face amount

Primary Insured Rider Plus28

(without Extra Ratings)9

Monthly, on the Policy date and on each Monthiversary until the insured reaches age 100

   

Cost of Insurance

   

Maximum Charge29

$83.33 per $1,000 of rider face amount per month

$42.68 per $1,000 of rider face amount per month

Minimum Charge

$0.06 per $1,000 of rider face amount per month30

$0.01 per $1,000 of rider face amount per month31

Initial charge for a male insured, issue age 24, in the preferred elite non-tobacco use class

$0.13 per $1,000 of rider face amount per month

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

Monthly Per Unit Charge32

   

Maximum Charge33

$0.14 per $1,000 of rider face amount

$0.14 per $1,000 of rider face amount

Minimum Charge34

$0.01 per $1,000 of rider face amount

$0.01 per $1,000 of rider face amount

Initial Charge for a male insured, issue age 24

$0.01 per $1,000 of rider face amount

$0.01 per $1,000 of rider face amount



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

___________________________________

32We currently deduct the monthly per unit charge on each Monthiversary during the first 8 Policy years from the issue date of the rider and upon any increase of face amount for the rider.

33This maximum charge is based on an insured with the following characteristic: issue age 85.

34This minimum charge is based on an insured with the following characteristic: issue age 0. The minimum charge may also apply to insureds with other characteristics.


Range of Expenses for the Portfolios

1, 2

     The next table shows the lowest and highest total operating expenses charged by the portfolios during the fiscal year ended December 31, 2008. 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)

0.35%

2.49%

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

0.35%

1.68%



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, 2008. 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 Transamerica Series Trust asset allocation portfolios that are each a “fund of funds.” A “fund of funds” portfolio typically allocates its assets, within predetermined percentage ranges, among certain other Transamerica Series Trust portfolios and certain portfolios of the Transamerica Funds (each such portfolio 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 Transamerica Series Trust on the combined actual expenses for each “fund of funds” and the portfolios in which it invests. The combined expense information includes the Acquired Fund (i.e., the underlying fund’s) fees and expenses of the underlying funds for the Transamerica Series Trust asset allocation portfolios.See the prospectus for the Transamerica Series Trust for a presentation of the applicable Acquired Fund fees and expenses.

3 The range of Net Annual Portfolio Operating Expenses takes into account contractual arrangements for 27 portfolios that require a portfolio’s investment adviser to reimburse or waive portfolio expenses until April 30, 2010.
 

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.

Financial Condition of the Company
 

Many financial services companies, including insurance companies, have been facing challenges in this unprecedented economic and market environment, and we are not immune to those challenges. It is important for you to understand the impact these events may have, not only on your cash value, but also on our ability to meet the guarantees under your Policy.

Assets in the Separate Account. You assume all of the investment risk for your cash value that is allocated to the subaccounts of the separate account. Your cash value in those subaccounts constitutes a portion of the assets of the separate account. These assets are segregated and insulated from our general account, and may not be charged with liabilities arising from any other business that we may conduct. See "The Separate Account."

Assets in the General Account. You also may be permitted to make allocations to the fixed account, which is supported by the assets in our general account. See "The Fixed Account." Any guarantees under the policy that exceed your cash value, such as those associated with any living benefit riders and any death benefit riders, are paid from our general account (and not the separate account). Therefore, any amounts that we may be obligated to pay under the Policy in excess of cash value is subject to our financial strength and claims-paying ability and our long-term ability to make such payments. The assets of the separate account, however, are also available to cover the liabilities of our general account, but only to the extent that the separate account assets exceed the separate account liabilities arising under the Policies supported by it.

We issue other types of insurance policies and financial products as well, and we also pay our obligations under these products from our assets in the general account.

Our Financial Condition. As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our policyowners. We monitor our reserves so that we hold sufficient amounts to cover actual or expected policy and claims payments. In addition, we hedge our investments in our general account, and may require purchasers of certain of the variable insurance products that we offer to allocate premium payments and cash value in accordance with specified investment requirements.  However, it is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in market value of these investments. We may also experience liquidity risk if our general account assets cannot be readily converted into cash to meet obligations to our policyowners or to provide the collateral necessary to finance our business operations. 

 

We are continuing to evaluate our investment portfolio to mitigate market risk and actively manage the investments in the portfolio.

How to Obtain More Information. We encourage both existing and prospective policyowners to read and understand our financial statements. We prepare our financial statements on a statutory basis. Our financial statements, which are presented in conformity with accounting practices prescribed or permitted by the Ohio Department of Insurance - as well as the financial statements of the separate account—are located in the Statement of Additional Information (SAI). The SAI is available at no charge by writing to our administrative office - Western Reserve Life Assurance Co. of Ohio, 570 Carillon Parkway, St. Petersburg, Florida 33716 - or by calling us at (800) 851-9777, or by visiting our website www.westernreserve.com. In addition, the SAI is available on the SEC’s website at http://www.sec.gov . Our financial strength ratings, which reflect the opinions of leading independent rating agencies of WRL's ability to meet its obligations to its policy owners, are available on our website and the websites of these Nationally Recognized Statistical Ratings Organizations--A.M. Best Company (www.ambest.com ), Moody's Investor Service (www.moodys.com ) Standard & Poor's (www.standardandpoors.com ) and Fitch Ratings (www.fitchratings.com ).

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 combined or new subaccounts available for allocation of net premiums;

·

Combine the separate account or any subaccount(s) with one or more different separate account(s) or subaccount(s);

·

Close certain subaccounts to allocations of new net premiums by current or new policyowners;

·

Transfer assets of the separate account or any subaccount, which we determine to be associated with the class of policies to which the Policy belongs, to another separate account or subaccount;

·

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

·

Establish additional separate accounts or subaccounts to invest in new portfolios of the funds;

·

Manage the separate account at the direction of a committee;

·

Endorse the Policy, as permitted by law, to reflect changes to the separate account and subaccounts as may be required by applicable law;

·

Change the investment objective of a subaccount;

·

Substitute, add, or delete fund portfolios in which subaccounts currently invest net premiums, to include portfolios of newly designated funds;

·

Fund additional classes of variable life insurance policies through the separate account; and

·

Restrict or eliminate any voting privileges of owners or other persons who have voting privileges in connection with the operation of the separate account.



Some, but not all, of these future changes may be the result of changes in applicable laws or interpretation of the laws.
 
     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. Please see the section above entitled “Risks of Managing General Account Assets.” 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 2.0%. 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. Unless otherwise required by state law, the maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. This restriction does not apply to transfers to the fixed account necessary to maintain the no lapse guarantee by increasing the Guaranteed Death Benefit Measure to zero or in the exercise of conversion rights. 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 2.0% during any guarantee period at our sole discretion. You bear the risk that interest we credit will not exceed 2.0%.

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

     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.Disclosures regarding the fixed account, however, may be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in this prospectus.

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.
 
     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.

Note: 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.

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

TRANSAMERICA SERIES TRUST:

Transamerica Asset Allocation – Conservative VP*

Transamerica Asset Management, Inc.

Portfolio Construction Consultant:**

Morningstar Associates, LLC

Seeks current income and preservation of capital.

Transamerica Asset Allocation – Growth VP*

Transamerica Asset Management, Inc.

Portfolio Construction Consultant:**

Morningstar Associates, LLC

Seeks long-term capital appreciation.

Transamerica Asset Allocation – Moderate Growth VP*

Transamerica Asset Management, Inc.

Portfolio Construction Consultant:**

Morningstar Associates, LLC

Seeks capital appreciation with current income as a secondary objective.

Transamerica Asset Allocation – Moderate VP*

Transamerica Asset Management, Inc.

Portfolio Construction Consultant:**

Morningstar Associates, LLC

Seeks capital appreciation and current income.

Transamerica Balanced VP

Transamerica Investment Management, LLC

Seeks 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 BlackRock Large Cap Value VP

BlackRock Investment Management, LLC

Seeks long-term capital growth.

Transamerica Capital Guardian Value VP***

Capital Guardian Trust Company

Seeks to provide long-term growth of capital and income.

Transamerica Clarion Global Real Estate Securities VP

ING Clarion Real Estate Securities, L.P.

Seeks long-term total return from investments primarily in equity securities of real estate companies. Total return consists of realized and unrealized capital gains and losses plus income.

Transamerica Convertible Securities VP

Transamerica Investment Management, LLC

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

Transamerica Efficient Markets VP

AEGON USA Investment Management, Inc.

Seeks capital appreciation while seeking income as a secondary objective.

Transamerica Equity VP

Transamerica Investment Management, LLC

Seeks to maximize long-term growth.



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

** In Morningstar’s role as portfolio construction manager, Morningstar makes asset allocation and fund selection decisions for the portfolio.

*** Subject to certain conditions, it is anticipated that this portfolio will be reorganized into Transamerica BlackRock Large Cap Value VP during the 4th quarter of 2009. Please refer to the Transamerica Series Trust prospectus for a complete description of the BlackRock Large Cap Value VP portfolio.


 

 

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

Transamerica Federated Market Opportunity VP

Federated Equity Management Company of Pennsylvania

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

Transamerica Foxhall Global Conservative VP****, 1

Transamerica Asset Management, Inc.
Foxhall Capital Management, Inc.

Seeks modest growth and preservation of capital.

Transamerica Foxhall Emerging Markets/Pacific Rim VP****, 1

Transamerica Asset Management, Inc.
Foxhall Capital Management, Inc.

Seeks long-term growth of capital.

Transamerica Foxhall Global Growth VP****, 1

Transamerica Asset Management, Inc.
Foxhall Capital Management, Inc.

Seeks long-term growth of capital.

Transamerica Foxhall Global Hard Asset VP****, 1

Transamerica Asset Management, Inc.
Foxhall Capital Management, Inc.

Seeks long-term growth of capital.

Transamerica Growth Opportunities VP

Transamerica Investment Management LLC

Seeks to maximize long-term growth.

Transamerica Hanlon Balanced VP-

Transamerica Asset Management, Inc.
Hanlon Investment Management, Inc.

Seeks current income and capital appreciation.

Transamerica Hanlon Growth VP-

Transamerica Asset Management, Inc.
Hanlon Investment Management, Inc.

Seeks long-term capital appreciation.

Transamerica Hanlon Growth and Income VP-

Transamerica Asset Management, Inc.
Hanlon Investment Management, Inc.

Seeks capital appreciation and some current income.

Transamerica Hanlon Managed Income VP-

Transamerica Asset Management, Inc.
Hanlon Investment Management, Inc.

Seeks conservative stability.

Transamerica Index 50 VP

AEGON USA Investment Management, LLC

Seeks to balance capital appreciation and income.

Transamerica Index 75 VP

AEGON USA Investment Management, LLC

Seeks capital appreciation as a primary objective and income as a secondary objective.



**** This portfolio utilizes a tactical asset allocation strategy to seek to achieve its objective by investing in underlying funds consisting of Exchange Traded Funds (“ETF’s) and money market mutual funds. Tactical asset allocation is an investment strategy that involves keeping certain percentages of total assets invested in specific asset classes (e.g., equity, fixed-income, physical commodities, currency, etc.) and may involve frequent trading in and out of those asset classes. Please see the portfolio’s prospectus for a complete description of the portfolio’s investment strategies and the risks of investing in the portfolio.

- This portfolio utilizes both a tactical asset allocation strategy and a strategic asset allocation strategy to seek to achieve its objective by investing in underlying funds that consist of ETF’s and money market mutual funds. Tactical asset allocation is an investment strategy that involves keeping certain percentages of total assets invested in specific asset classes (e.g., equity, fixed-income, physical commodities, currency, etc.) and may involve frequent trading in and out of those asset classes. Strategic asset allocation involves a periodic review and rebalancing of a portfolio’s initial asset mix to attempt to maintain the best asset mix for the portfolio to seek to achieve its objective, and the investments are typically longer-tem in nature. Please see the portfolio’s prospectus for a complete description of the portfolio’s investment strategies and the risks of investing in the portfolio.

1 Please note: this portfolio will be available for investment on or about July 1, 2009.


 



 

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

Transamerica International Moderate Growth VP*

Transamerica Asset Management, Inc.

Portfolio Construction Consultant:**

Morningstar Associates, LLC

Seeks capital appreciation with current income as a secondary objective.

Transamerica JPMorgan Core Bond VP

JPMorgan Investment Management Inc.

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

Transamerica JPMorgan Enhanced Index VP

JPMorgan Investment Management Inc.

Seeks to earn a total return modestly in excess of the total return performance of the S&P 500 Composite Stock Price Index (including the reinvestment of dividends) while maintaining a volatility of return similar to the S&P 500 Composite Stock Price Index.

Transamerica JPMorgan Mid Cap Value VP+

JPMorgan Investment Advisors, Inc.

Seeks growth from capital appreciation.

Transamerica Legg Mason Partners All Cap VP

Clearbridge Advisors, LLC

Seeks capital appreciation.

Transamerica MFS High Yield VP++

MFS® Investment Management

Seeks to provide high current income by investing primarily in a professionally managed diversified portfolio of fixed-income securities, some of which may involve equity features. Capital growth, if any, is a consideration secondary to the objective of high current income.

Transamerica MFS International Equity VP

MFS® Investment Management

Seeks capital growth.

Transamerica Marsico Growth VP

Columbia Management Advisors, LLC

Seeks long-term growth of capital.

Transamerica Money Market VP+++

Transamerica Investment Management, LLC

Seeks maximum current income from money market securities consistent with liquidity and preservation of principal.

Transamerica Munder Net50 VP

Munder Capital Management

Seeks long-term capital appreciation.

Transamerica PIMCO Total Return VP

Pacific Investment Management Company LLC

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



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

** In Morningstar’s role as portfolio construction manager, Morningstar makes asset allocation and fund selection decisions for the portfolio.

+This portfolio no longer accepts new investments from current or prospective investors. If you surrender your Policy’s cash value from this portfolio, you may not reinvest in this portfolio.

++This portfolio, under normal market conditions, invests at least 80% of its net assets in high-yield, fixed-income securities, which are generally lower rated bonds commonly known as “junk bonds.”

+++There can be no assurance that the Transamerica Money Market VP portfolio will be able to maintain a stable net asset value per share.  During extended periods of low interest rates, and partly as a result of insurance charges, the yield on the WRL Transamerica Money Market VP subaccount may become extremely low and possibly negative.


 

 

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

Transamerica Science & Technology VP

Transamerica Investment Management, LLC

Seeks long-term growth of capital.

Transamerica Small/Mid Cap Value VP

Transamerica Investment Management, LLC

Seeks to maximize total return.

Transamerica T. Rowe Price Equity Income VP

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.

Transamerica T. Rowe Price Small Cap VP

T. Rowe Price Associates, Inc.

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

Transamerica Templeton Global VP

Templeton Investment Counsel, LLC
Transamerica Investment Management, LLC

Seeks long-term growth of capital.

Transamerica Third Avenue Value VP

Third Avenue Management LLC

Seeks long-term capital appreciation.

Transamerica U.S. Government Securities VP

Transamerica Investment Management, LLC

Seeks to provide as high a level of total return as is consistent with prudent investment strategies by investing under normal conditions at least 80% of its net assets in U.S. government debt obligations and mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or government-sponsored entities.

Transamerica Value Balanced VP

Transamerica Investment Management, LLC

Seeks preservation of capital and competitive investment returns.

Transamerica Van Kampen Large Cap Core VP++++

Morgan Stanley Investment Management, Inc. (doing business as “Van Kampen”)

Seeks capital appreciation.

Transamerica Van Kampen Mid-Cap Growth VP

Van Kampen Asset Management

Seeks capital appreciation.

FIDELITY FUNDS:

Fidelity VIP Index 500 Portfolio

Fidelity Management & Research Company

Seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500SM Index.

Alliancebernstein variable products series fund, inc.:

AllianceBernstein Balanced Wealth Strategy Portfolio

AllianceBernstein L.P.

Seeks to maximize total return consistent with the Adviser’s determination of reasonable risk.

 
     


++++Effective May 1, 2009, Transamerica Capital Guardian U.S. Equity VP of the Series Trust merged into Transamerica Van Kampen Large Cap Core VP. All policyowners invested in Transamerica Capital Guardian U.S. Equity VP, as of close of business on April 30, 2009, were allocated units representing equal value in the Transamerica Van Kampen Large Cap Core VP subaccount.


 

 

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST:

Franklin Templeton VIP Founding Funds Allocation Fund

Franklin Adviser’s Inc.
Administrator: Franklin Templeton Services, LLC (FT Services)

Seeks capital appreciation with a secondary goal of income.

PROFUNDS: ••

ProFund VP Asia 30

ProFund Advisors LLC

Seeks daily investment results, before 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 Bull

ProFund Advisors LLC

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

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® .

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.

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 U.S. 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 (USDX).

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.



In its role as Administrator, FT Services provides certain administrative services and facilities for the fund. FT services also monitors the percentage of the fund’s assets allocated to the underlying funds and seeks to rebalance the fund’s portfolio whenever the percentage of assets allocated to one or more of the funds is below or above 3% of the applicable fixed percentage.

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


 

 

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

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; seeks to provide a return consistent with an investment in the component equities in the Nikkei 225 Stock Average hedged to U.S. Dollars.

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 Money Market±

ProFund Advisors LLC

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

ProFund VP NASDAQ-100

ProFund Advisors LLC

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

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.



±There can be no assurance that the ProFund VP Money Market portfolio will be able to maintain a stable net asset value per share.  During extended periods of low interest rates, and partly as a result of insurance charges, the yield on the ProFund VP Money Market subaccount may become extremely low and possibly negative.


 

 

Portfolio

Investment Adviser/Sub-Adviser

Investment Objective

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 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 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.

ACCESS TRUST: ••

   

Access VP High Yield Fund••

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.



The ProFunds 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 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.” Some ProFunds or Access Trust portfolios may use investment techniques not associated with most mutual fund portfolios. Investors in the ProFunds and Access Trust portfolios will bear additional investment risks. See the ProFunds or Access Trust prospectus for descriptions of the investment objectives and risks associated with investing in the ProFunds or Access Trust portfolios.

••Under normal market conditions, this portfolio invests at least 80% of its net assets in credit default swaps and other financial instruments that in combination have economic characteristics similar to the high yield debt (“junk bonds”) market and/or in high yield debt securities.

 


 

     Transamerica Asset Management, Inc. ("Transamerica Asset"), located at 570 Carillon Parkway, St. Petersburg, Florida 33716, is directly owned by Western Reserve (77%) and AUSA Holding Company (23%), and Transamerica Asset serves as investment adviser to the Transamerica Series Trust and manages the Series Trust in accordance with policies and guidelines established by the Series Trust's Board of Trustees. For certain portfolios, Transamerica Asset has engaged investment sub-advisers to provide portfolio management services. Transamerica Asset and each investment sub-adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended. See the Transamerica Series Trust prospectuses for more information regarding Transamerica Asset and the investment sub-advisers.
 
     Morningstar Associates, LLC ("Morningstar"), located at 225 West Wacker Drive, Chicago, Illinois 60606, serves as a "consultant" to Transamerica Asset for investment model creation and maintenance to the Transamerica Asset Allocation – Conservative VP, Transamerica Asset Allocation – Moderate VP, Transamerica Asset Allocation – Moderate Growth VP, Transamerica Asset Allocation – Growth VP and Transamerica International Moderate Growth VP of the Series Trust. Morningstar will be paid an annual fee for its services. See the Series Trust prospectuses for more information regarding Morningstar.
     
     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 prospectus for more information regarding FMR and the investment sub-adviser.
 
     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 and Access Trust portfolios. ProFund Advisors oversees the investment and reinvestment of the assets in each ProFunds or Access Trust portfolio in accordance with policies and guidelines established by the ProFunds’ or Access Trust’s Board of Trustees. ProFund Advisors is a registered investment adviser under the Investment Advisers Act of 1940, as amended. See the ProFunds and the Access Trust prospectuses for more information regarding ProFund Advisors.
 

AllianceBernstein L.P., located at 1345 Avenue of the Americas, New York, New York 10105 serves as investment adviser to the Alliance Bernstein Variable Products Series Fund, Inc. and manages the AllianceBernstein Balanced Wealth Strategy Portfolio in accordance with the policies and guidelines established by the AllianceBernstein Board of Directors. Please see the prospectus for the portfolio for more information regarding AllianceBernstein L.P.

Franklin Advisers, L.P. (“Franklin”), located at One Franklin Parkway, San Mateo, California 94403 serves as investment advisor to the Franklin Templeton Variable Insurance Products Trust and manages the Franklin Templeton VIP Founding Funds Allocation Fund. Franklin Templeton Services, LLC (“FT Services”) serves as administrator for the portfolio and provides certain administrative services and facilities for the advisor, and oversees rebalancing of the portfolio’s assets. FT Services will be paid a fee for its services from the portfolio. Franklin oversees the investment and reinvestment of the portfolio’s assets in accordance with policies and guidelines established by the Trust’s Board of Trustees. Please see the portfolio’s prospectus for more information regarding Franklin and FT Services.

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, or whether affiliates of the portfolio can provide marketing and distribution support for sales of the Policies. (For additional information on these arrangements, please refer to the section entitled “Revenue We Receive” in this prospectus.) 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 Transamerica Series Trust portfolios at least in part because they are managed by Transamerica Asset, 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. Because investment risk is borne by you, decisions regarding investment allocations should be carefully considered. Please Note: Certain portfolios have similar names; it is important that you state or write the full name of the portfolio to which you wish to direct your allocation when you submit an allocation request.  Failure to do so may result in a delay of the requested allocation amount being credited to the subaccount.

     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.

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, as 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 voting instructions 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, transfer, 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 of 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 Expense Charge

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

The premium expense charge is equal to:

·

0% of all premium payments in the first year and 3.0% of all premiums you pay thereafter.

Note:

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 we deduct will not vary with the state of residence of the policyowner.



Monthly Deductions

     If your Policy was applied for on or after October 30, 2008 (regardless of when that Policy is issued), we take monthly deductions from the cash value on the Policy date and on each Monthiversary before to the insured’s attained age 111. For Policies applied for before October 30, 2008, and issued before January 1, 2009, we take monthly deductions from the cash value on the Policy date and on each Monthiversary before to the insured’s attained age 100. We deduct this charge from the fixed account portion of the Policy cash value on the Monthiversary. Because portions of the monthly deductions (such as cost of insurance) can vary monthly, the monthly deductions will also vary.

The monthly deductions are
equal to:

·

the monthly Policy charge for the Policy; plus

·

the monthly cost of insurance charge for the Policy (including any surcharge associated with flat or table substandard ratings); plus

 

·

the monthly per unit charge for the Policy; plus

 

·

the portion of the monthly deductions for any benefits provided by riders attached to the Policy.

     
 

Monthly Policy Charge (For All Policies Applied For On Or After October 30, 2008):

     
 

·

This charge currently equals $12 each Policy month through age 110. Starting at age 111, this charge equals $0 each Policy month.

 

·

We guarantee this charge will never be more than $12 the first Policy year, and, thereafter, will be no more than $15 per month through age 110 and will be $0 starting at age 111.

 

·

This charge is used to cover aggregate Policy expenses.

   
 

Monthly Policy Charge (For Policies Applied For Before October 30, 2008 and Issued Before January 1, 2009):

   
 

·

This charge currently equals $8.00 each Policy month through age 99. Starting at age 100, this charge will equal $0 each Policy month.

 

·

We guarantee this charge will never be more than $8 per month the first Policy year, and, thereafter, will be no more than $15 per month through age 99 and will be $0 starting at age 100.

 

·

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.

reduce the death benefit on the Monthiversary by the cash value on the Monthiversary after it has been allocated among the layers of specified amount in force in the following order: first, initial specified amount, then, each increase in specified amount starting with the oldest increase, then the next oldest, successively, until all cash value has been allocated (the resulting amounts are the net amount at risk for each layer of specified amount);

   

2.

multiply each layer of net amount at risk provided under 1. (above) by the appropriate monthly cost of insurance rate for that layer; and add the results together.

 

·

Your monthly current cost of insurance rate depends, in part, on your specified amount band. The specified amount bands available are:

       
   

>

Band 1: $50,000 - $499,999

   

>

Band 2: $500,000 - $999,999

   

>

Band 3: $1,000,000 or more

       
 

·

The current Policy cost of insurance rates for the first three (3) Policy years are fixed at issue and we guarantee not to change them.

 

·

Cost of insurance rates are generally lower for each higher band of specified amount.

 

·

We determine your specified amount band by referring to the specified amount in force for the Policy (that is, the initial specified amount on the Policy date, plus any increases, and minus any decreases).

 

Monthly Per Unit Charge:

   
 

This charge equals:

   

>

the monthly per unit charge for the specified amount on the Policy date; plus

   

>

the monthly per unit charge for any in-force riders on the Policy that have a monthly per unit charge; plus

   

>

the monthly per unit charge for each increase in specified amount caused by a requested increase; minus

   

>

the monthly per unit charge for any specified amount that has been decreased.

     
 

·

Currently we deduct this charge each month during the first 8 years from the Policy date, and 8 years following the date of any increase in specified amount or the addition of any rider. On a guaranteed basis, this charge could be assessed on all Policy years following the Policy date, and for all Policy years following the date of any increase in specified amount.

 

·

The monthly per unit charge that is set on the Policy date is based on the issue age of the insured. A separate monthly per unit charge is assessed following each increase in specified amount and the rate of that charge is based on the insured's age at the time of any increase in specified amount. The rate of the monthly per unit charge applied under your Policy depends on the application and/or issue date of your Policy.

 

·

We also deduct this charge for any Primary Insured Rider Plus or Other Insured Rider attached to the Policy, which may be at a lower level of charge than is applied to the Policy.

     


 

Optional Insurance Riders:

   
 

·

The monthly deductions 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 issue age on the Policy date; issue age at the time of any requested increase in specified amount, specified amount; band; gender; underwriting class; and the length of time from the Policy date or from the date of any requested increase in specified amount. The factors that affect the net amount at risk for each layer of specified amount include the investment 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, cash 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. For all Policies applied for on or after October 30, 2008 (regardless of when those Policies are issued), these guaranteed rates are based on the 2001 C.S.O. Tables and the insured’s issue age, gender, and underwriting class. For Policies applied for before October 30, 2008 and issued before January 1, 2009, these guaranteed rates are based on the 1980 C.S.O. Tables and the insured's attained age, gender, and underwriting class. For non sub-standard underwriting classes, these guaranteed rates will never be greater than the respective rates in the 2001 or 1980 C.S.O. Tables that are applicable to your Policy.
 

If you increase the specified amount, different monthly cost of insurance rates may apply to that layer of specified amount, based on the insured’s issue age and underwriting class at the time of the increase, gender, and the length of time since the increase. Increases in specified amount may move the Policy into a higher specified amount band, resulting in a decrease in the rates for the cost of insurance charge.

Decreases in specified amount may cause the Policy to drop into a lower band of specified amount and may result in an increase in the rates for the cost of insurance charge. Decreases in specified amount will be applied on a last-in, first-out basis to the specified amount in force, and will first reduce the specified amount provided by the most recent increase in specified amount in force, then reduce the next most recent increases, successively, and then reduce the initial specified amount.

     The underwriting class of the insured will affect the cost of insurance rates. We use a standard method of underwriting in determining underwriting classes, which are based on the risk factors of the insured. We currently place insureds into preferred and standard classes. We also place insureds into sub-standard classes with extra ratings, which reflect higher mortality risks and will result in higher cost of insurance rates. Examples of reasons an insured may be placed into an extra risk factor underwriting class include, but are not limited to, medical history, avocation, occupation, driving record, or planned future travel (where permitted by state law).

     We may issue certain Policies on a simplified issue, guaranteed issue 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.

The guaranteed cost of insurance rates under the riders are based on the same C.S.O. tables as insurance ratesas those on the base Policy (i.e., without riders), net amount at risk, except that current rates are not guaranteed for the first 3 years under the riders.

Recovery of Monthly Deductions

If the unloaned portion of the fixed account minus any surrender charge on any Monthiversary is not sufficient to cover the monthly deductions due on such day, we will deduct the full monthly deductions from the fixed account and the cash value in the fixed account will become negative. We will accrue any such negative values without any accumulation of interest and require repayment by the owner out of future premiums or transfers from the subaccounts to the fixed account. If the primary insured dies before the owner has repaid the amount due, we will recover the monthly deduction(s) by subtracting from any death benefit proceeds the amount required to pay the monthly deduction(s) due up to the date the primary insured died.

There are three situations where the cash value in the fixed account may become negative and invoke the recovery of monthly deductions rule:

1. While the no lapse guarantee is in effect and is supporting the Policy because the cash value in the fixed account is negative. This would occur if the Policy has not lapsed and been reinstated and the GDBM is at least zero, but the cash value in the fixed account has reached zero due to monthly deductions and investment performance. In this case we will not require a transfer from the subaccounts or initiate a grace period, but we will attempt to recover the deficit at some point in the future.

2. While a transfer/fixed account funding notice is pending and the cash value in the fixed account is negative. This would occur if the no lapse guarantee is not in effect because the Policy has lapsed and been reinstated or the GDBM is negative, the cash value in the fixed account is negative, and your cash value in the subaccounts is sufficient to pay the monthly deductions. We will mail a transfer/fixed account funding notice to your last known address and to any assignee of record. In the notice, a period of two Monthiversaries is allowed for you to pay an additional premium into the fixed account, make a transfer from the subaccounts to the fixed account or repay any loans to the fixed account. The notice will also show the minimum payment required and the final date on which such payment must be received by us in order to avoid an automatic transfer from the subaccounts. If the minimum amount due is not received by us within the stated period, then a transfer of the minimum amount due will automatically be made on a pro rata basis from the subaccounts to the fixed account. Thereafter, we will take the deficit in monthly deductions from the fixed account.

3. While a grace period notice is pending and the cash value in the fixed account is negative. This would occur if the no lapse guarantee is not in effect because the Policy has lapsed and been reinstated or the GDBM is negative, the cash value in the fixed account is negative, and your cash value in the subaccounts is not sufficient to pay the monthly deductions. We will mail the grace period 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. 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. If you do pay sufficient money in to the fixed account before the Policy lapses, then we will take the deficit in monthly deductions from the fixed account.

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 up to 0. 50%.



     Currently, the annual rate for the mortality and expense risk charge is equal to 0.0% of the average daily net assets of each subaccount. The guaranteed maximum charge is equal to 0.0% in Policy years 1 through 5 and 0.50% (annually) after the first 5 Policy years.
 
     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 Policy years (or during the 15-year period following an increase in specified amount), we deduct a surrender charge from your cash value and pay the remaining cash value (less any outstanding loan amount) to you.
 
     The surrender charge is a charge for each $1,000 of the initial specified amount of your Policy and of each increase in specified amount. The surrender charge that will apply on a full surrender of the Policy is the total of the surrender charge calculated for the initial specified amount and the surrender charges calculated for each increase in specified amount.
     
     The initial specified amount has a 15-year surrender charge period starting on the Policy date and surrender charges that are based upon the insured's issue age, gender and underwriting class on the Policy date. Each increase in specified amount has its own 15-year surrender charge period and surrender charges that are based upon the amount of the increase, the insured's attained age, gender and underwriting class at the time of the increase.
 

There is no surrender charge if you wait until the end of the 15th Policy anniversary to surrender your Policy and you have not increased your specified amount within the past 15 Policy years. 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 helps us recover distribution expenses that we incur in connection with the Policy, including registered representative sales commissions and printing and advertising costs, as well as aggregate Policy expenses.

     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 not much higher than the GDBM Monthly Premium shown in your Policy; and/or

·

investment performance is low.



     In addition, surrender charges that apply for 15 years after any increase in specified amount will likely significantly reduce your net surrender value.
 

The surrender charge for each layer of
specified amount is calculated as:

·

the surrender charge per $1,000 of specified amount

in the layer (varies by issue age, gender and underwriting class on the Policy date or date of specified amount increase); multiplied by

 

·

the number of thousands of specified amount in the layer; multiplied by

 

·

the surrender charge factor; capped at

 

·

the unloaned portion of the policyowner's cash value in the fixed account, plus some portion of the subaccounts (see discussion of surrender charge cap below).



     The surrender charge per thousand is calculated separately for the initial specified amount and for each increase in specified amount, using the rates found in Appendix A-1 (for Policies applied for on or after October 30, 2008) and Appendix A-2 (for Policies applied for before October 30, 2008 and issued before January 1, 2009).
 
     The surrender charge factor is also calculated separately for the initial specified amount and for each increase in specified amount in force. The surrender charge factor varies by the insured's issue age (on the Policy date or date of specified amount increase) and number of years since the Policy date or date of specified amount increase. In no event are the surrender charge factors any greater than those shown on the table below. We always determine the surrender charge factor from the Policy date or date of specified amount increase to the surrender date, regardless of whether there were any prior lapses and reinstatements.

The surrender charge cap is as follows:
 
     Starting 14 months after the Policy issue date, the amount of surrender charge will be capped at the sum of:
     1. The unloaned portion of your cash value in the fixed account; and

     2. A specified portion of your cash value in the subaccounts.
 
     On the 14th Monthiversary, 100% of your cash value that is allocated to the subaccounts is part of the base used to pay the surrender charge. Thereafter, this percentage cap drops by 10% on each Monthiversary until it reaches zero on the 24th Monthiversary. After the 24th Monthiversary, the amount of surrender charge you pay is capped at the cash value you have in the fixed account, excluding any amount in the loan reserve account.

FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

End of Policy Year*

Surrender Charge Factors

Factor for Issue Ages

 

0-39

40-44

45-49

50-54

55-59

60-64

65-69

70-74

75-83

84-85

At Issue

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

0.97

1

1.00

0.98

0.98

0.97

0.97

0.96

0.96

0.95

0.94

0.91

2

1.00

0.97

0.96

0.95

0.94

0.93

0.92

0.91

0.89

0.86

3

1.00

0.96

0.94

0.93

0.91

0.90

0.88

0.87

0.84

0.81

4

1.00

0.94

0.92

0.91

0.88

0.87

0.84

0.83

0.79

0.76

5

1.00

0.92

0.90

0.89

0.85

0.84

0.80

0.79

0.74

0.71

6

0.90

0.90

0.90

0.85

0.82

0.81

0.76

0.75

0.69

0.66

7

0.80

0.80

0.80

0.80

0.80

0.77

0.72

0.71

0.64

0.61

8

0.70

0.70

0.70

0.70

0.70

0.70

0.70

0.67

0.59

0.56

9

0.60

0.60

0.60

0.60

0.60

0.60

0.60

0.60

0.54

0.50

10

0.50

0.50

0.50

0.50

0.50

0.50

0.50

0.50

0.49

0.44

11

0.40

0.40

0.40

0.40

0.40

0.40

0.40

0.40

0.40

0.38

12

0.30

0.30

0.30

0.30

0.30

0.30

0.30

0.30

0.30

0.30

13

0.20

0.20

0.20

0.20

0.20

0.20

0.20

0.20

0.20

0.20

14

0.10

0.10

0.10

0.10

0.10

0.10

0.10

0.10

0.10

0.10

15

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00



*The factor on any date other than a Policy anniversary or anniversary of an increase in specified amount will be determined proportionately using the factor at the end of the year prior to surrender and the factor at the end of the year of surrender.

FOR ALL POLICIES: (Please note: If different age/sex/underwriting classes were stated in the example below, surrender charges may vary for your Policy depending on the purchase and/or issue date of your Policy.)

Ÿ     

Surrender Charge Example 1: Assume a male non-tobacco user purchases the Policy at issue age 33 with a specified amount of $100,000. The Policy is surrendered at the end of Policy year 11. The surrender charge per $1,000 of specified amount is $14.28. This is multiplied by the surrender charge factor of .40.



>

The surrender charge

=

the surrender charge per $1,000 ($14.28)

 

x

the number of thousands of initial specified amount (100)

 

x

the surrender charge factor (.40)

 

=

$571.20



     

>     Because this Policy was issued more than 24 months ago, the amount of surrender charge is capped at the cash value in the fixed account, excluding any amount in the loan reserve account, and no surrender charge is deducted from the subaccounts. If the unloaned portion of the policyowner's cash value in the fixed account is $400 and the cash value in the subaccounts is $3,000, then the surrender charge in this example is capped at $400. Because $400 is less than the calculated surrender charge of $571.20, the actual surrender charge is $400.

·     Surrender Charge Example 2: Assume a male non-tobacco user purchases the Policy at issue age 33 with a specified amount of $100,000. The Policy is surrendered on the 18th Monthiversary (18 months after issue). The surrender charge per $1,000 of specified amount is $14.28. This is multiplied by the surrender charge factor of 1.00. Before applying the surrender charge cap, the surrender charge equals the surrender charge per $1,000 ($14.28), multiplied by the number of thousands of initial specified amount (100), multiplied by the surrender charge factor (1.00), equals $1,428.00. Also assume the unloaned cash value in the fixed account is $300.00 and the total cash value in the subaccounts is $1,000.00. At 18 months from policy issue, the surrender charge cap is 100% of the unloaned cash value in the fixed account, plus 60% of the total cash value in the subaccounts, so the surrender charge is capped at $300.00 + 60% of $1,000.00 = $900.00. Since $900.00 is less than the calculated surrender charge of $1,428.00, the actual surrender charge is $900.00.

·

Surrender Charge Example 3: Assume a male non-tobacco user purchases the Policy at issue age 29 with a specified amount of $200,000 and increases the specified amount by $100,000 exactly four years later at age 33. The owner surrenders the Policy at the end of Policy year 15. The surrender charge period for the original $200,000 specified amount has expired so no surrender charge is assessed on the original specified amount. The $100,000 specified amount increase occurred 11 years ago, so the surrender charge associated with that increase equals the surrender charge per $1,000 for a male, age 33, non-tobacco user ($14.28), multiplied by the number of thousands of specified amount increase (100), multiplied by the surrender charge factor (.40), which equals $571.20. The amount of surrender charge is then capped at the cash value in the fixed account, so if there is $400 in the fixed account, then the final surrender charge is $400.



FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

End of Policy Year*

Surrender Charge Factors

Factor for Issue Ages

 

0-39

40-44

45-49

50-54

55-59

60-64

65-69

70-74

75-85

At Issue

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1

1.00

.98

.98

.97

.97

.96

.96

.95

.94

2

1.00

.97

.96

.95

.94

.93

.92

.91

.89

3

1.00

.96

.94

.93

.91

.90

.88.

.87

.84

4

1.00

.94

.92

.91

.88

.87

.84

.83

.79

5

1.00

.92

.90

.89

.85

.84

.80

.79

.74

6

.90

.90

.90

.85

.82

.81

.76

.75

.69

7

.80

.80

.80

.80

.80

.77

.72

.71

.64

8

.70

.70

.70

.70

.70

.70

.70

.67

.59

9

.60

.60

.60

.60

.60

.60

.60

.60

.54

10

.50

.50

.50

.50

.50

.50

.50

.50

.49

11

.40

.40

.40

.40

.40

.40

.40

.40

.40

12

.30

.30

.30

.30

.30

.30

.30

.30

.30

13

.20

.20

.20

.20

.20

.20

.20

.20

.20

14

.10

.10

.10

.10

.10

.10

.10

.10

.10

15

.00

.00

.00

.00

.00

.00

.00

.00

.00



*The factor on any date other than a Policy anniversary or anniversary of an increase in specified amount will be determined proportionately using the factor at the end of the year prior to surrender and the factor at the end of the year of surrender.

     

Ÿ     

Surrender Charge Example 1: Assume a male non-tobacco user purchases the Policy at issue age 33 with a specified amount of $100,000. The Policy is surrendered at the end of Policy year 11. The surrender charge per $1,000 of specified amount is $14.28. This is multiplied by the surrender charge factor of .40.



>

The surrender charge

=
x
x

the surrender charge per $1,000 ($14.28)

the number of thousands of initial specified amount (100)
the surrender charge factor (.40)

 

=

$571.20.



     

>     Because this Policy was issued more than 24 months ago, the amount of surrender charge is capped at the cash value in the fixed account, excluding any amount in the loan reserve account, and no surrender charge is deducted from the subaccounts. If the unloaned portion of the policyowner's cash value in the fixed account is $400 and the cash value in the subaccounts is $3,000, then the surrender charge in this example is capped at $400. Because $400 is less than the calculated surrender charge of $571.20, the actual surrender charge is $400.

·     Surrender Charge Example 2: Assume a male non-tobacco user purchases the Policy at issue age 33 with a specified amount of $100,000. The Policy is surrendered on the 18th Monthiversary (18 months after issue). The surrender charge per $1,000 of specified amount is $14.28. This is multiplied by the surrender charge factor of 1.00. Before applying the surrender charge cap, the surrender charge equals the surrender charge per $1,000 ($14.28), multiplied by the number of thousands of initial specified amount (100), multiplied by the surrender charge factor (1.00), equals $1,428.00. Also assume the unloaned cash value in the fixed account is $300.00 and the total cash value in the subaccounts is $1,000.00. At 18 months from policy issue, the surrender charge cap is 100% of the unloaned cash value in the fixed account, plus 60% of the total cash value in the subaccounts, so the surrender charge is capped at $300.00 + 60% of $1,000.00 = $900.00. Since $900.00 is less than the calculated surrender charge of $1,428.00, the actual surrender charge is $900.00.

·

Surrender Charge Example 3: Assume a male non-tobacco user purchases the Policy at issue age 29 with a specified amount of $200,000 and increases the specified amount by $100,000 exactly four years later at age 33. The owner surrenders the Policy at the end of Policy year 15. The surrender charge period for the original $200,000 specified amount has expired so no surrender charge is assessed on the original specified amount. The $100,000 specified amount increase occurred 11 years ago, so the surrender charge associated with that increase equals the surrender charge per $1,000 for a male, age 33, non-tobacco user ($14.28), multiplied by the number of thousands of specified amount increase (100), multiplied by the surrender charge factor (.40), which equals $571.20. The amount of surrender charge is then capped at the cash value in the fixed account, so if there is $400 in the fixed account, then the final surrender charge is $400.



Transfer Charge

·

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

·

Except as listed below, we charge $25 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, will be considered a single transfer.

·

We deduct the transfer charge from the amount being transferred.

·

Transfers resulting from loans, the exercise of conversion rights, or relating to On Time GDBM Funding or to Optimization strategies, or the 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 do not count as transfers for the purpose of assessing this charge.

·

Transfers among the ProFunds and/or the Access Trust subaccounts do not count as transfers for the purpose of assessing this charge.

·

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

·

We will not increase this charge.



Loan Interest Spread

      We currently charge you an effective annual interest rate on a Policy loan of 2.75% (3.0% maximum guaranteed) on each Policy anniversary for standard loans. We will also credit the amount in the loan reserve account with an effective annual interest rate of 2.0%. After offsetting the 2.0% interest we credit, the net cost of standard loans currently is 0.75% annually (1.0% maximum guaranteed).
 
     We will apply preferred loan rates charged on an amount equal to the unloaned portion of the cash value minus the cost basis. The cost basis is calculated as total premiums paid (less any cash withdrawals) plus the similarly calculated cost basis of any previous cash value life insurance policy that has been exchanged for the Policy under section 1035 of the Internal Revenue Code. For example, if the Policy cash value is $80,000 and the cost basis is $55,000 and the loan request amount is $35,000, then only $25,000 ($80,000-$55,000) of the $35,000 loan amount is eligible for the current preferred loan interest rate charged for the Policy year. The current preferred loan effective annual interest rate charged is 2.00% and is guaranteed not to exceed 2.25%. After offsetting the 2.0% interest we credit, the net cost of preferred loans currently is 0% annually (0.25% maximum guaranteed). After the insured’s attained age 111, if your Policy was applied for on or after October 30, 2008 (regardless of when that Policy is issued), or age 100 if your Policy was applied for before October 30, 2008 and issued before January 1, 2009, all loans, new and existing, are considered preferred loans.

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

·

Living Benefit Rider. We reduce the single sum benefit by a discount factor to compensate us for expected lost income resulting from the early payment of the death benefit. The discount factor is equal to the current yield on 90-day U.S. Treasury bills or the Policy loan interest rate, whichever is greater. For a complete description of the Living Benefit Rider, please refer to the section entitled “ Living Benefit Rider (an Accelerated Death Benefit)” in this prospectus.

·

Accidental Death Benefit Rider. We assess a cost of insurance charge based on the insured’s attained age and rider specified 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 specified amount. We assess a monthly per unit charge based on each insured’s issue age, Policy year and the rider specified amount. Cost of insurance charges generally will increase each year with the age of the insured. These charges will vary based on whether the 1980 C.S.O. Tables or the 2001 C.S.O. Tables are applicable to your Policy, which depends upon the application and/or issue date of your Policy.

·

Disability Waiver of Monthly Deductions 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 of Premium 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 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 specified amount. We assess a monthly per unit charge based on the insured’s issue age, Policy year and the rider specified amount. Cost of insurance charges generally will increase each year with the age of the insured. These charges will vary based on whether the 1980 C.S.O. Tables or the 2001 C.S.O. Tables are applicable to your Policy, which depends upon the application and/or issue date of your Policy.



Portfolio Expenses

     The portfolios deduct management fees and expenses from the amounts you have invested in the portfolios. These fees and expenses reduce the value of your portfolio shares. Some portfolios also deduct 12b-1 fees from portfolio assets.

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. Transamerica Capital, Inc. (“TCI”), our affiliate, serves 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 0.00% to 0.35% 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 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 these 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 fund portfolios attributable to the Policy and to certain other variable insurance products that our affiliates and we issue. These percentages differ and may be significant. Some advisers or sub-advisers (or other affiliates) pay us more than others.



The 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*

Transamerica Series Trust **

--

Fidelity Variable Insurance Products Funds

0.45%***

ProFunds

0.50%

Access One Trust

0.50%

Alliance Bernstein

0.25%

Franklin Templeton

0.35%



*Payments are based on a percentage of the average assets of each fund portfolio owned by the subaccounts that are 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 or TCI provide.

**Because the Transamerica Series Trust is managed by an affiliate, there are additional benefits to us and our affiliates for amounts you allocate to the Transamerica Series Trust portfolios, in terms of our and our affiliates’ overall profitability. During 2008 we received $33.9 million from Transamerica Asset.

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

 

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 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, 2008, TCI received revenue sharing payments ranging from $4,405 to $35,295 (for a total of $418,058) 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; Transamerica Investment Management, LLC; Pacific Investment Management Company LLC; Jennison Associates; Lehman Brothers; Legg Mason; Alliance Bernstein; Federated Funds; Fidelity Funds; ING Clarion; Merrill Lynch; BlackRock; Columbia Management LLC; JPMorgan Investment Management, Inc.; Oppenheimer Funds; Dreyfus; Evergreen Funds; Franklin Portfolio Associates; Franklin Templeton; Janus Capital; Natixis Asset Management Advisors; Putnam; Schroder; Van Kampen; and Vanguard.

     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.

The Policy

 

     Depending on the state of issue, your Policy may be an individual Policy or a certificate issued under a group 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:
 

·

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 the Policy; and

·

to change the specified amount or death benefit option type of the Policy.



At issue, the owner must select either the guideline premium tax test or the cash value accumulation tax test on the Policy application. Once selected, this tax test cannot be changed.

     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, in good order, at our mailing address, 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, in good order, and signed by our president or secretary. No registered representative may bind us by making any promise not contained in the Policy.

Upon notice to you, we may amend 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 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, in good order, (listing your choice of death benefit option and tax test, among others) 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.

There may be delays in our receipt and processing of applications and premium payments that are outside of our control – for example, because of the failure of a selling broker-dealer or registered representative to promptly forward the application to us at our mailing address, or because of delays in determining whether the Policy is suitable for you. Any such delays will affect when your Policy can be issued.

     You select the specified amount of insurance coverage for your Policy within the following limits. Our current minimum specified amount for a Policy is $50,000. We currently charge lower cost of insurance rates for Policies with specified amounts in higher bands of coverage. We offer the following specified amount bands of coverage for the Base Policy:
 

>

band 1: $50,000 - $499,999

>

band 2: $500,000 - $999,999

>

band 3: $1,000,000 and over



     
     We will 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 if the insured is over age 85. 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 the Policy through an exchange or otherwise).

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 at our mailing address; (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 and have met all of the requirements listed in the conditional receipt attached to the application, and we deliver the conditional receipt to you, the insured may have conditional insurance coverage under the terms of the conditional receipt. The conditional insurance coverage may vary by state and/or underwriting standards. 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; or

·

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, as long as all of the following

   

requirements are met:

   

1.

The 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 address 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 address 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, in good order, at our mailing address.

     

Any conditional life insurance coverage terminates on the earliest of:

a.

60 days from the date the application was signed;

 

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 a registered representative 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 (the record date if Policy is backdated). Any premium payments we receive before the Policy date will be held in a non-interest bearing suspense account. On the Policy date (or the record date if your Policy is backdated), the entire amount in the non-interest bearing suspense account will be allocated as follows: (i) to the subaccounts and/or the fixed account as you specified in your application, if your state does not require a full refund of initial premium; or (ii) to the reallocation account, if your state requires us to return your initial premium in the event you exercise your free-look right. While held in the reallocation account, premium(s) will be credited with interest at the current fixed account rate. Please note: Your premiums are credited on the date that the Policy is issued, not the backdated Policy date.

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, as follows:

Transaction Type

Priced when received at our

payment by check

mailing address, unless another address appears on your billing coupon

transfer request

administrative office

payment by wire transfer

administrative office

electronic credit and debit transactions (e.g., payments through direct deposit, debit transfers, and forms of e-commerce payments)

administrative 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 openf or trading.

Backdating a Policy

     If you request, we may backdate a Policy by assigning a Policy date earlier than the date the Policy is issued. However, in no event will we backdate a Policy earlier than the earliest date allowed by state law or by our underwriting rules. Your request must be in writing and, if we approve the request, will amend your application. Your premiums, however, will be credited on the date the Policy is issued, not the backdated Policy date.

     Cost of insurance charges are based in part on the age of the insured on the Policy date or on the date of a requested increase in specified amount. Generally, cost of insurance charges are lower at a younger age. We will deduct the monthly deductions, including cost of insurance charges, for the period that the Policy is backdated. This means that while the monthly deductions may be lower than what would have been charged had we not backdated the Policy, you will be paying for insurance during a period when the Policy was not in force.

Policy Changes After Age 111 (For Policies Applied For On Or After October 30, 2008); or After Age 100 (For Policies Applied For Before October 30, 2008 and Issued Before January 1, 2009)

     If the Policy is still in force on the Policy anniversary on or following the insured’s 111th birthday (if your Policy was applied for on or after October 30, 2008, regardless of when that Policy is issued), or the insured’s 100th birthday (if your Policy was applied for before October 30, 2008 and issued before January 1, 2009), the Policy will continue, with the following changes, unless state law otherwise requires:
 

·

We will no longer accept any further premium payments;

·

We will no longer deduct the monthly deductions;

·

We will continue to deduct the mortality and expense risk charge, if any;

·

Interest will continue to accrue on any Policy loans, as before, and all loans, new and existing, are considered preferred loans;

·

We will continue to accept Policy loan repayments and loan interest payments; and

·

We will continue to permit Policy loans and withdrawals to be made.



Policy Features

 

Premiums

 

Premium Payments

     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 fail to regularly pay premiums at least large enough to pay a net premium of the GDBM Monthly Premium into the fixed account.
 
     We guarantee that your Policy will not lapse as long as on any Monthiversary you have paid total premiums into the fixed account sufficient to bring the Guaranteed Death Benefit Measure to at least zero and the Policy has not lapsed and been reinstated. 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 guarantee in effect.
 
     The initial GDBM Monthly Premium is shown on your Policy’s schedule page, and depends on a number of factors, including the age, gender, underwriting class of the insured, the specified amount requested, and whether your Policy was issued under the 2001 C.S.O. Table rates or the 1980 C.S.O. Table rates. We will adjust the GDBM Monthly Premium if you change death benefit options, increase or decrease the specified amount, or if any of the riders are added, or, if in force, riders are increased or decreased. We will notify you of the new GDBM Monthly Premium. We also reserve the right to require, before we issue a Policy, that the initial premium and the planned premium are at least large enough to pay a net premium of the GDBM Monthly Premium into the fixed account.
 
     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 deductions, as long as the Guaranteed Death Benefit Measure equals at least zero and the Policy has not lapsed and been reinstated. If, on any Monthiversary, the unloaned portion of your cash value in the fixed account minus any surrender charge (that we would assess if you were to surrender the Policy) is not sufficient to cover the monthly deductions due on such day and the no lapse guarantee is not in effect, but your cash value in the subaccounts is sufficient, then we will mail to you a transfer/fixed account funding notice requesting that additional funding be paid into the fixed account within two Monthiversaries. This money can be transferred from the subaccounts. If you do not make the required payment within two Monthiversaries, then we will manually transfer the required amount to the fixed account from the subaccounts on a pro rata basis.
 
     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 a portion of your entire 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 mailing address of the proceeds from the 1035 Exchange before we finalize your Policy's specified amount.
 

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 deductions when due (and your no lapse guarantee is not in effect because the Policy has lapsed and been reinstated or the GDBM is less than zero) then your Policy will lapse (unless you make the payment we specify during the 61-day grace period).

Premium Limitations

     We may require premium payments to be at least $50 ($1,000 if by wire). We may return premiums less than the minimum. We will not allow the premiums you pay to exceed the current maximum premium limitation, if applicable, by which the Policy qualifies as life insurance under federal tax laws. (For more information regarding the guideline premium test (and the cash value accumulation test), please refer to the section entitled “Death Benefit” in this prospectus.) 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. In addition, we reserve the right to refund a premium or require evidence of insurability if the premium would increase the death benefit by more than the amount of the premium. If you choose the guideline premium test there are additional premium limitations. We will not accept a payment that will cause the Policy to become a modified endowment contract without your consent.

Allocating Premiums

     You must instruct us on how to allocate your net premium among the subaccounts and the fixed account. You must follow these guidelines:
 

·

allocation percentages must be in whole numbers;

·

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 $5,000; and

·

unless otherwise required by state law, the maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. This restriction does not apply to transfers to the fixed account necessary to maintain the no lapse guarantee by increasing the Guaranteed Death Benefit Measure to zero or necessary in the exercise of conversion rights.



     Currently, you may change the allocation instructions for additional premium payments without charge by writing us at our mailing address 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. Please note: When providing your allocation instructions, please state or write the full name of the subaccount that you select for your allocation.  Certain subaccounts have similar names; failure to provide the full name may result in a delay of your allocation being credited to the subaccount that you have selected. The change will be effective as of the valuation date on which we receive the change request, in good order, at our administrative office or mailing address. Upon instructions from you, the registered representative of record for your Policy may also change your allocation instructions for you. The minimum amount you can allocate to a particular subaccount is 1.0% of a net premium payment.
 

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 address, or at the address on your billing coupon (for payments made by check) or at our administrative office (for payments made by wire transfer and through electronic credit and debit transactions), 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 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.

     Reallocation Account. If your state requires us to return your initial premium in the event you exercise your free-look right, we will allocate the initial net premium on the Policy date (or as of the record date if your Policy is backdated) to the reallocation account (or as otherwise mandated by state law) as shown on your Policy schedule page. While held in the reallocation account, net premium(s) will be credited with interest at the current fixed account rate and reduced by any monthly deductions due. The net premiums will remain in the reallocation account until the reallocation date. The reallocation date is the date we reallocate all cash value held in the reallocation account to the fixed account and subaccounts you selected on your application. In those states that require us to return all premiums paid for the Policy, in the event you exercise your free-look right, the reallocation date stated in your policy is as long as we estimate your free look period to last. Please contact your registered representative for details concerning the free-look period for your state.

     On the first valuation date on or after the reallocation date, we will reallocate all cash value from the reallocation account to the fixed account and the subaccounts you selected on the application.

     For states that do not require a full refund of the initial premium, the reallocation date is the same as the Policy date. On the Policy date, we will allocate your initial net premium, minus monthly deductions, to the fixed account and the subaccounts in accordance with the instructions you gave us on your application.

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. 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:
 

·

Each Policy year, the Policy allows a cumulative transfer out of the fixed account of the greater of up to 25% of the amount in the fixed account, or the amount transferred out of the fixed account in the previous Policy year. However, the transfer may not be greater than the unloaned portion of the fixed account on that date minus any surrender charge as of the previous Monthiversary. 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.

·

Unless otherwise required by state law, the maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. This restriction does not apply to transfers to the fixed account necessary to maintain the no lapse guarantee by increasing the Guaranteed Death Benefit Measure to zero or necessary in the exercise of conversion rights.

·

You currently may request transfers in writing (in a form we accept) to our mailing address; by fax or by telephone to our administrative office; or electronically through our website (www.westernreserve.com). Please Note:  Certain subaccounts have similar names; it is important that you state or write the full name of the subaccount when making a transfer request.  Failure to do so may result in a delay of your transfer.

·

  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 $25 charge from the amount transferred for each transfer in excess of 12 transfers in a Policy year.

·

  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 reallocation date, or relating to On Time GDBM funding or Optimization strategies are currently not treated as transfers for the purpose of assessing the transfer charge.

·

Transfers via the Internet are not treated as transfers for the purpose of assessing the transfer charge.

·

Transfers among the ProFunds and/or Access Trust subaccounts do not count as transfers for the purpose of assessing the transfer charge.

·

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



     We will process any transfer order that is received, in good order, in writing at our mailing address, or by fax or by telephone at our administrative 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 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 or Access Trust subaccounts because the corresponding portfolios are specifically designed to accommodate frequent transfer activity. If you invest in the ProFunds or Access Trust 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 underlying fund portfolios) and we do not make special arrangements or grant exceptions to accommodate market timing or other potentially disruptive or harmful 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 other potentially disruptive trading.

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

     Deterrence. If we determine you are engaged in market timing or other 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 policy owners(or others having an interest in the variable insurance products). As described below, restrictions may take various forms, but under our current policies and procedures will include loss of expedited transfer privileges. We consider transfers by telephone, fax, overnight mail, or the Internet to be “expedited” transfers. This means that we would accept only written transfer requests with an original signature transmitted to us only by 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. Please Note: If you engage a third party investment advisor for asset allocation services, then you may be subject to these transfer restrictions because of the actions of your investment advisor in providing these services.

     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 defensive 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 defensive transfer restriction). As noted above, we do not impose a defensive 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, as well as by our ability to predict strategies employed by policy owners (or those acting on their behalf) to avoid detection. As a result, despite our efforts to prevent harmful trading activity among the variable investment 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 by such policyowners or intermediaries acting on their behalf. Moreover, our ability to discourage and restrict market timing or other disruptive trading may be limited by decisions of state regulatory bodies and court orders 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 products 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 adoptedfor our variable insurance products to discourage market timing and disruptive trading in certain subaccounts.

     You should be aware that, as required by SEC regulation, we have entered into a written agreement with each underlying fund or principal underwriter that obligates us to provide the fund, upon written request, with information about you and your trading activities in the fund's portfolios. In addition, we are obligated to execute instructions from the funds that may require us to restrict or prohibit your investment in a specific portfolio if the fund identifies you as violating the frequent trading policies that the fund has established for that portfolio.
 

If we receive a premium payment from you that you allocate into a fund that has directed us to restrict or prohibit your trades into the fund, then we will request new allocation instructions from you. If we receive from you a transfer request into a fund that has directed us to restrict or prohibit your trades, then we will not effect the transfer.

     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 insurancepolicies, 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 disruptive trading, the underlying fund portfolio may reject the entire omnibus order and thereby delay or prevent us from implementing your request.

     

ProFunds and Access Trust Subaccounts. Because the above restrictions do not apply to the ProFunds or Access Trust 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).

     Telephone, Fax and Online 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 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 hours of 8:30 a.m. - 7:00 p.m. Eastern time, or fax your instructions to our interfund fax number – 1-727-299-1648 (for all other fax requests, please use 1-727-299-1620). You also may request transfers electronically through our website, www.westernreserve.com . Please note: When providing your allocation instructions, please state or write the full name of the subaccount that you select for your allocation. Certain subaccounts have similar names; failure to provide the full name may result in a delay of your allocation being credited to the subaccount that you have selected.

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

·

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

·

If we follow these procedures, we are not liable for any loss, damage, cost or expense from complying with 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 that you send us the telephone, Internet or fax transfer order in writing.

·

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

·

We will not be responsible for same-day processing of transfers if faxed to a number other than 1-727-299-1648 or 1-727-299-1620.

·

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 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 registered representative'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 registered representative 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 at the time of your transfer.
 

     We reserve the right to limit the maximum amount you may transfer from the fixed account to the greater of:
 

>

25% of the amount in the fixed account; or

>

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



     However, the transfer may not be greater than the unloaned portion of the fixed account on that date minus any surrender charge as of the previous Monthiversary.
 

     We will make the transfer at the end of the valuation date on which we receive the request, in good order, at our administrative office (for telephonic and facsimile transactions) or at our mailing address (for written correspondence). 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. Transfers from the fixed account are not available through the Internet. Unless otherwise required by state law, the maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. This restriction does not apply to transfers to the fixed account necessary to maintain the no lapse guarantee by increasing the Guaranteed Death Benefit Measure to zero necessary in the exercise of conversion rights.

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

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, in good order, to our mailing address.

In the event of a material change in the investment policy of any portfolio, you may transfer all subaccount values to the fixed account without a transfer charge. We must receive your request to transfer all subaccount values to the fixed account within 60 days after the effective date of the change of investment policy or the date you receive notification of such change, whichever is later.

Strategies to Support the Policy
 

      When you apply for the Policy, you may elect to participate in one of three strategies designed to support the Policy – (i) On Time GDBM Funding, (ii) Minimum to Fixed, Excess to Subaccounts, or (iii) Optimization. This election can be added, dropped or changed after issue by contacting us. Through these strategies, you may allocate premium to the fixed account or transfer cash value to the fixed account to support the Policy. We do not offer any asset allocation program or any investment models for use with your Policy, but you may opt to follow one of these strategies in connection with any third party asset allocation service that you engage in connection with your account. (Please refer to the section of this prospectus entitled “Third Party Asset Allocation Services.”) Depending on the strategy you choose and your actions, you may keep the no lapse guarantee in effect or not with any of these strategies. Transfers made in connection with any one of these strategies are separate and apart from the asset rebalancing program under this Policy (please refer to “Asset Rebalancing Program” below for more information), and are not treated as transfers for purposes of assessing the transfer charge.

     
We may modify, suspend, or discontinue any of the three strategies at any time.

On Time GDBM Funding Strategy

      On Time GDBM Funding is a strategy that you can elect to support the Policy's no lapse guarantee by automatically transferring certain amounts to the fixed account on a regular basis. On each Monthiversary, we will automatically transfer an amount equal to the GDBM Monthly Premium from the subaccounts to the fixed account. We transfer these funds in percentages of subaccount value that you specify. If the amounts that you specified are not available to transfer as directed on a particular Monthiversary, funds will be transferred from all subaccounts in proportion to the value each bears to the cash value. If the total cash value in the subaccounts is less than the GDBM Monthly Premium for that month, a transfer will not occur and the no lapse guarantee will not be in effect until the fixed account is sufficiently funded.
 
     If transfers are made out of the Fixed Account then the On Time GDBM transfers will continue, but the no lapse guarantee will not be in effect until the fixed account is sufficiently funded.
 

Minimum to Fixed, Excess to Subaccounts Strategy
 

Minimum to Fixed, Excess to Subaccounts is a strategy that you can elect to support the Policy’s no lapse guarantee through allocations of premium to the fixed account.

Under Minimum to Fixed, Excess to Subaccounts, we will allocate a certain portion of each premium to the fixed account. Any remaining premium is allocated to the subaccounts according to your most recent instruction. The portion of premium that will be allocated to the fixed account from each premium payment is:

·     

the GDBM monthly premium; divided by

·     

the net premium factor shown on the Policy schedule pages; multiplied by

·     

a modal factor of 2.987844 for quarterly premiums; 5.939464 for semi-annual premiums; or 11.735788 for annual premiums.



Note: The "modal factor" is used in the calculation to reflect the 5% annualized GDBM credit rate, a factor that is applied to the GDBM (if positive) to create an incentive for policyowners to make early payment of premium into the fixed account; it is not a monetary credit that increases cash value. (For information about the GDBM Monthly Premium and how the GDBM is calculated, see "Policy Lapse and Reinstatement - Guaranteed Death Benefit Measure.")

If transfers are made out of the fixed account, or if premium payments are not made as planned, then the no lapse guarantee will not be in effect until the fixed account is sufficiently funded. In any event, we will continue to follow your most recent Minimum to Fixed, Excess to Subaccounts premium allocation instructions.

Optimization Strategy
 

Optimization is a strategy that you can elect that automatically transfers cash value to the fixed account, as set forth below.

Premiums may be allocated to any subaccount or the fixed account. On each Monthiversary, if needed, we will automatically transfer from the selected subaccounts to the fixed account the minimum of:

·     

enough to bring the GDBM to zero (and keep the no lapse guarantee in effect); or

·     

enough so that the unloaned portion of the fixed account minus any surrender charge is sufficient to cover the monthly deductions (Note: this will not keep the no lapse guarantee in effect).



If you have not designated transfer percentages on the Premium Allocation Options portion of the application, or if your cash value is not available to transfer as directed on a particular Monthiversary, then we will transfer cash value from each subaccount in which you invest in proportion to the value each bears to your total cash value. If the cash value in the subaccounts is not sufficient to carry out an Optimization transfer, then we will mail a grace period notice to the policyowner and the Policy could lapse unless sufficient payment is made. If either the GDBM or the fixed account is large enough so that no Optimization transfer is needed, then the transfer will not occur.

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. This program does not guarantee gains. A subaccount may still have losses.
 
     You may elect asset rebalancing to occur on a monthly, quarterly, semi-annual or annual basis. Once we receive the asset rebalancing request form at our mailing address, we will change all your premium allocation instructions to match your asset rebalancing instructions, and we will implement the asset rebalancing program on the date you indicated. 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 address a completed asset rebalancing request form signed by the owner; and

 

·

you may be required to have a minimum cash value of $5,000 or make a $5,000 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:

·

we receive, in good order, at our mailing address 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 a transfer for On Time Guaranteed Benefit Measure Funding or Optimization; 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 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. Please Note: Selection of one of the three strategies to support the Policy does not prohibit you from participating in the asset rebalancing program.

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 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. Note: If you make withdrawals of cash value to pay advisory fees, then taxes may apply to any such withdrawals and tax penalties may be assessed on withdrawals made before you attain age 59-1/2.

     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, which are discussed in the section above entitled “Transfers – Disruptive Trading and Market Timing,” 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: 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 the owner’s 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; and

·

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



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, in good order, at our mailing address.
 

Net surrender value on any valuation date equals:

·

the cash value as of such date; minus

·

any outstanding Policy loan amount; minus

 

·

any accrued Policy loan interest; minus

 

·

any surrender charge as of such date.



Subaccount Value

     The cash value in a subaccount is referred to as “subaccount value.” At the end of any valuation period, subaccount 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 Policy date, or reallocation date, if different; plus

 

·

units purchased with additional net premium(s); plus

 

·

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

 

·

units redeemed to pay for cash withdrawals; minus

 

·

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

 

·

units redeemed to pay for a cash withdrawal or 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: (i) at our mailing address (for written requests and payments by check); (ii) at our administrative office (for requests by fax or by telephone, or for payments made through electronic credit and debit transactions); or (iii) electronically through our website.

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 at the inception of each class of units 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

 

·

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 Policy date, or the reallocation date if different, the fixed account value is equal to the cash value allocated to the fixed account, less the first monthly deduction out of the fixed account.

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 (including amounts transferred to the loan reserve 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 to pay for cash withdrawals or transfer charges; minus

 

·

amounts transferred from the fixed account (including amounts transferred from the loan reserve account) to a subaccount.



Death Benefit

 

Death Benefit Proceeds

     Provided that the Policy is in force, we will determine the amount of and pay the death benefit proceeds on an individual Policy upon receipt, in good order, at our administrative office of satisfactory proof of the insured's death, plus written direction (from each eligible recipient of death benefit proceeds) regarding distribution of the death benefit payment, and any other documents, forms and information we need. We may require that the Policy be returned. 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 under the recovery of monthly deductions provision; minus

 

·

any outstanding loan amount; minus

 

·

any accrued loan interest; plus

 

·

any additional insurance in force provided by rider



     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.

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 three death benefit options we offer in your application. If you do not choose a death benefit option in your application, the Option A death benefit option will automatically be in effect. No matter which death benefit option you choose, we guarantee that, as 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.
 
     The Policy is intended to qualify under Internal Revenue Code Section 7702 as a life insurance policy for federal tax purposes. The death benefit is intended to qualify for the federal income tax exclusion. The provisions of the Policy and any attached endorsement or rider will be interpreted or amended to ensure such qualification, regardless of any language to the contrary.

     To the extent the death benefit is increased to maintain qualification as a life insurance policy, we will make appropriate adjustments to any monthly deductions or supplemental benefits that are consistent with such an increase. Adjustments will be reflected in the monthly deductions.
 
     Under Section 7702 of the Internal Revenue Code, a Policy will generally be treated as life insurance for federal tax purposes if at all times it meets either a “guideline premium test (GLPT)” or a “cash value accumulation test (CVAT)." You must choose either the GLPT or the CVAT before the Policy is issued. Once the Policy is issued, you may not change to a different test. The death benefit will vary depending on which test is used.

     The GLPT has two components, a premium limit component and a corridor component. The premium limit restricts the amount of premium that can be paid into the Policy. The corridor requires that the death benefit be at least a certain percentage (varying each year by age of the insured) of the cash value. The CVAT does not have a premium limit, but does have a corridor that requires that the death benefit be at least a certain percentage (varying based on the age, gender and underwriting class of the insured) of the cash value, adjusted for certain riders.

The corridor under the CVAT is different from the corridor under the GLPT. Specifically, the CVAT corridor requires more death benefit in relation to cash value than is required by the GLPT corridor. Therefore, for a Policy in the corridor with no riders, as your cash value increases your death benefit will increase more rapidly under CVAT than it would under GLPT.

     Your Policy will be issued using the GLPT unless you choose otherwise. In deciding whether or not to choose the CVAT, you should consider that the CVAT generally permits more premiums to be contributed to a Policy, but may require the Policy to have a higher death benefit, which may increase certain charges.

Under the Guideline Premium Test

Death Benefit Option A
equals the greatest of:

1.

the current specified amount; or

2.

a specified percentage called the "limitation percentage," as shown on your Policy’s schedule page, multiplied by

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

 

3.

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.



     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 the guideline premium test 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 to 99     100%

     100 and older     101%

     
     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 Guideline Premium Test Illustration. Assume that the insured's attained age is under 40, there have been no withdrawals or decreases in specified amount, and that there are no outstanding loans. Under Option A, a Policy with a $100,000 specified amount will generally pay $100,000 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 $40,000, the death benefit will exceed the $100,000 specified amount. (The figure $40,000 is derived by solving for cash value in the following calculation: $100,000= 250% multiplied by cash value.) Each additional dollar added to the cash value above $40,000 will increase the death benefit by $2.50.

     Similarly, as long as the cash value exceeds $40,000, 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, then the death benefit will equal the specified amount of the Policy.

Under the Cash Value Accumulation Test

Death Benefit Option A
equals the greatest of:

1.

the current specified amount; or

2.

a specified percentage called the “limitation percentage,” as shown on your Policy’s schedule page, multiplied by the difference of the cash value on the date of the primary insured’s death and any applicable net single premium for riders that are qualified additional benefits as shown on your Policy’s schedule page; or

 

3.

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.



     Under Option A, your death benefit remains level unless the limitation percentage calculation above is greater than the specified amount; then the death benefit will vary as the cash value varies.
 
     The limitation percentage and the net single premium for riders under the cash value accumulation test are calculated as specified under Section 7702. They are based on the insured’s gender, underwriting class, specified amount band, attained age at the beginning of each Policy year, and will differ, depending on whether your Policy was issued under the 2001 or 1980 C.S.O.Tables.
 
     If the federal tax code requires us to determine the death benefit by reference to these limitation percentages and net single premiums, 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 Cash Value Accumulation Test Illustration. Assume that a Policy has had no withdrawals or decreases in specified amount, and that there are no outstanding loans. Also assume that the Policy has a specified amount of $100,000, an Other Insured Rider with a face amount of $50,000 has been added to the Policy, the limitation percentage is 297%, and the net single premium for the rider is $14,850. Under Option A, a Policy with a $100,000 specified amount will generally pay $100,000 in death benefits. However, because the death benefit for the Policy, not including the rider, must be equal to or be greater than 297% of the difference of the cash value and the net single premium for riders, any time the cash value of the Policy exceeds $48,520, the death benefit of the Policy, not including the rider, will exceed the $100,000 specified amount. The figure of $48,520 is derived by solving for cash value in the calculation $100,000= 297% multiplied by (cash value minus $14,850): 297% multiplied by ($48,520 – $14,850) = $100,000. Each additional dollar added to the cash value above $48,520 will increase the death benefit of the Policy, not including the rider, by $2.97.
     

Similarly, as long as the cash value exceeds $48,520, each dollar taken out of the cash value will reduce the death benefit of the Policy, not including the rider, by $2.97. If at any time the difference of the cash value and the net single premium for riders multiplied by the limitation percentage is less than the specified amount, the death benefit of the Policy, not including the rider, will equal the specified amount of the Policy.

Under the Guideline Premium Test

Death Benefit Option B
equals the greatest of:

1.

the current specified amount; plus

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

 

2.

the limitation percentage, as shown on your Policy’s schedule page, multiplied by

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

 

3.

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.



     

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

     Option B Guideline Premium Test 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 $100,000 will generally pay a death benefit of $100,000 plus cash value. Thus, a Policy with a cash value of $10,000 will have a death benefit of $110,000 ($100,000 + $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 $66,667, then the death benefit will be greater than the specified amount plus cash value. The figure of $66,667 is derived by solving for cash value in the calculation 250% multiplied by cash value = $100,000 plus cash value: 250% multiplied by $66,667 = $100,000 plus $66,667. Each additional dollar of cash value above $66,667 will increase the death benefit by $2.50.
 
     Similarly, any time cash value exceeds $66,667, 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.

Under the Cash Value Accumulation Test

Death Benefit Option B
equals the greatest of:

1.

the current specified amount; plus the cash value on the primary insured's date of death; or

 

2.

a specified percentage called the “limitation percentage,” as shown on your Policy’s schedule page, multiplied by

the difference between the cash value on the date of the primary insured’s death and any applicable net single premium for riders that are qualified additional benefits as shown on your Policy’s schedule page; or

 

3.

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.



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

     Option B Cash Value Accumulation Test Illustration. Assume that the insured's attained age is 40 and that there are no outstanding loans. Also assume that the Policy has a specified amount of $100,000, an Other Insured Rider with a face amount of $50,000 has been added to the Policy, the limitation percentage is 297%, and the net single premium for the rider is $14,850. Under Option B, a Policy with a specified amount of $100,000 will generally pay a death benefit of $100,000 plus cash value. Thus, a Policy with a cash value of $10,000 will have a death benefit of $110,000 ($100,000 + $10,000). The death benefit for the Policy, not including the rider, however, must be at least 297% of the difference of the cash value and the net single premium for riders. As a result, if the cash value of the Policy exceeds $73,149, then the death benefit for the Policy, not including the rider, will be greater than the specified amount plus cash value. The figure of $73,149 is derived by solving for c ash value in the calculation 250% multiplied by (cash value minus $14850) = $100,000 plus cash value: 297% of ($73,149 – $14,850) = $100,000 + $73,149. Each additional dollar of cash value above $73,149 will increase the death benefit of the Policy, not including the rider, by $2.97.

     Similarly, any time cash value exceeds $73,149, each dollar taken out of cash value will reduce the death benefit of the Policy, not including the rider, by $2.97. If at any time, the difference of the cash value and the net single premium for riders multiplied by the limitation percentage is less than the specified amount plus the cash value, then the death benefit for the Policy, not including the rider, will be the specified amount plus the cash value of the Policy.

Death Benefit Option C
equals the greatest of:

1.

death benefit Option A; or

2.

the current specified amount, multiplied by

an age-based "factor" equal to the lesser of

   

·

  1.0 or

   

·

0.04 multiplied by (95 minus insured's attained age at death) (the "factor" will never be less than zero); plus

   

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

 

3.

the amount required for the Policy to qualify as a life insurance policy under Section 7702 of the Internal Revenue Code.



     Under Option C, the death benefit varies with the cash value and the insured's attained age. Because the death benefit under Option C is at least as large as that under Option A, the Code Section 7702 life insurance qualification compliance test used in calculating the Option A death benefit will be taken into account in the Option C death benefit.

Option C--Three Illustrations.
 
     1. Assume that the insured is under age 40 and that there are no outstanding loans. Under Option C, a Policy with a specified amount of $100,000 and with a cash value of $10,000 will have a death benefit of $110,000 ($100,000 x the minimum of (1.0 and (0.04 x (95-40))) + $10,000). Until the insured attains age 71, this benefit is the same as the Option B benefit.
 
     2. Assume that the insured is attained age 75 and that there are no outstanding loans. Under Option C, a Policy with a specified amount of $100,000 and with a cash value of $22,000 will have a death benefit of $102,000 ($100,000 x the minimum of (1.0 and (0.04 x (95-75))) + $22,000).
 
     3. Assume that the insured is attained age 75 and that there are no outstanding loans. Under Option C, a Policy with a specified amount of $100,000 and with a cash value of $9,000 will have a death benefit equal to the specified amount of $100,000, since the calculation of $100,000 times the minimum of (1.0 and (0.04 x (95-75))) plus $9,000 is less than the specified amount.

Death Benefit After Age 111 (For Policies All Applied For On Or After October 30, 2008) or After Age 100 (For Policies Applied For Before October 30, 2008 and Issued Before January 1, 2009)

     If the Policy is still in force on the Policy anniversary on or following the insured’s 111th birthday (for Policies applied for on or after October 30, 2008, regardless of when that Policy is issued) or the insured’s 100th birthday (for Policies applied for before October 30, 2008, and issued before January 1, 2009), then the Policy will continue and the death benefit payable will continue to be calculated in accordance with the death benefit option and the life insurance compliance test then in effect.

Effect of Cash Withdrawals on the Death Benefit

     If you choose Option A, or if you choose Option C and the insured’s attained age is 71 or greater, then 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. For a description of the effect of cash withdrawals on the death benefit option that you select, please refer to the section entitled “Surrenders and Cash Withdrawals – Cash Withdrawal Conditions” in this prospectus.

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, then Option A will become the death benefit option for your Policy, by default.
 
     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. You may find Option C more suitable if your goal is to increase your total death benefit before you reach attained age 70, and to increase your cash value through positive investment experience thereafter.

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 must send your written request, in good order, to our mailing address.

·

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.

·

You may not change the death benefit option after the insured attains age 95.

·

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



Increasing/Decreasing the Specified Amount

     You may increase the specified amount once each Policy year if you have not already decreased the specified amount in that year. After the Policy has been in force for three years, you may decrease the specified amount once each Policy year if you have not already increased the specified amount that year. An increase or decrease in the specified amount will affect your cost of insurance charge, monthly per unit charge, your guideline premium or cash value accumulation tax compliance, your GDBM Monthly Premium, and your ability to maintain the no lapse guarantee, and may have adverse federal tax consequences. (Please note: The rates of the cost of insurance charge and the monthly per unit charge will depend on the date that your Policy was applied for and issued.)

     In addition, an increase or decrease in specified amount may move the Policy into a different specified amount band so that your overall cost of insurance rate and monthly per unit charge will change. An increase in specified amount will be treated as an additional layer of coverage with its own monthly per unit charge, surrender charges and surrender charge period. If you increase your specified amount, you will receive notification of your new GDBM Monthly Premium and surrender charge schedule. Any charges assessed in connection with an increase or decrease of your specified amount will be based on the date that your Policy was applied for and issued.
 
     You should consult a tax advisor before increasing or decreasing your Policy's specified amount.
 

Conditions for and impact of decreasing
the specified amount:

·

You must send your written request to our mailing address;

·

Decreases are only allowed after the third Policy year;

 

·

You may not increase and decrease your specified amount in the same Policy year;

 

·

You may not decrease your specified amount lower than the minimum specified amount under band 1 shown on your Policy schedule page;

 

·

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

 

·

Until the later of the end of the surrender charge period or the Policy anniversary on or following the insured’s 65th birthday, we may limit the amount of decrease to no more than 20% of the then current specified amount;

 

·

A decrease in specified amount will take effect on the Monthiversary on or after we receive your written request, in good order at our mailing address;

 

·

If a decrease to your Policy’s specified amount causes your specified amount band to change, then we will apply the cost of insurance rates and monthly per unit charge to the amounts in the new band as of the effective date of the decrease in specified amount; and

 

·

A decrease in specified amount will cause a new GDBM Monthly Premium to be calculated. The new GDBM Monthly Premium is effective on the date of decrease.

     

Conditions for and impact of
increasing the specified amount:

·

We will accept requests for increases in specified amount on any Monthiversary before the insured’s 86th birthday;

 

·

Your request, in good order, must be applied for on a supplemental application and must include evidence of insurability satisfactory to us;

 

·

A requested increase in specified amount requires our approval and will take effect on the Monthiversary on or after the day we approve your request;

 

·

We may require your requested increase in specified amount to be at least $10,000;

 

·

You may not decrease and increase your specified amount in the same Policy year;

 

·

If an increase to your Policy’s specified amount causes your specified amount band to change, then we will apply the cost of insurance rates and monthly per unit charge to the amounts in the new band as of the effective date of the increase in specified amount;

 

·

An increase in specified amount will cause a new GDBM Monthly Premium to be calculated. The new GDBM Monthly Premium is effective on the date of increase; and

 

·

Each increase in specified amount will have its own surrender charge that applies for 15 years after the date of each increase. This charge may significantly reduce your net surrender value.



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. For more information, please refer to the section entitled “Settlement Options” in this prospectus.

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 address. Written requests to surrender a Policy that are received, in good order, at our mailing address 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 the written request at our mailing address 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.
 
     The insured must be alive, and the Policy must be in force when you make your written request. A surrender is effective as of the date when we receive your written request, in good order, at our mailing address. You will incur a surrender charge if you surrender the Policy during the first 15 Policy years (or during the 15-year period subsequent to an increase in specified amount). 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. For more information on tax consequences, please refer to the section entitled “Federal Income Tax Considerations” in this prospectus. All surrender requests must be submitted in good order to avoid a delay in processing your request.

Cash Withdrawals

     After the first Policy year, you may request a cash withdrawal of a portion of your cash value subject to certain conditions. (Note: All requests for a withdrawal must be submitted in good order to avoid a delay in processing your request.)

Cash withdrawal conditions:

·

You must send your written cash withdrawal request with an original signature to our mailing address. If your withdrawal request is less than $500,000, then you may fax it to us at 1-727-299-1620.

 

·

We allow one cash withdrawal per Policy year.

 

·

We may limit the amount you can withdraw to a minimum of $500 and the remaining net surrender value following a withdrawal may not be less than $500. During the first 5 Policy years, the amount of the withdrawal from the fixed account may be limited to no more than 10% of the unloaned portion of the cash value in the fixed account minus the surrender charge that we would assess if you were to surrender the Policy. After the 5 th Policy year, for amounts in the fixed account, the amount of a withdrawal may be limited to no more than the unloaned portion of the cash value in the fixed account, less any surrender charge, less $500. For all Policy years after the first year, withdrawals from the subaccounts are available up to the subaccount cash value minus any surrender charge in the first two Policy years, and without limitation thereafter.

 

·

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 subaccount in accordance with your current premium allocation instructions. If this is not possible, the withdrawal amount will be withdrawn pro-rata from the subaccounts until they are depleted, and then from the fixed account.

 

·

We generally will pay a cash withdrawal request within seven days following the valuation date we receive the request, in good order, at our mailing address.

 

·

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, in most cases, will reduce the death benefit by at least the amount of the cash withdrawal. When death benefit Option A is in effect or when death benefit Option C is in effect and the insured’s attained age is 71 or greater, a cash withdrawal will reduce the specified amount by an amount equal to the amount of the cash withdrawal. This decrease in specified amount may cause your Policy to be in a lower specified amount band, so that your cost of insurance rates and monthly per unit charges would be higher. You also may have to pay higher GDBM Monthly Premiums.

     When we incur extraordinary expenses, such as overnight mail expenses or wire service fees, for expediting delivery of your cash 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 us at our mailing address or our administrative office.

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 mailing address or our administrative office, to one of our branch offices, or to the registered representative that 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 written request and the returned Policy at our mailing address. If your state requires us to allocate premiums according to a policyowner’s instructions during the “free-look period,” then the amount of the refund will be:

·

your cash value in the subaccounts and the fixed account on the date the written request and Policy are received, in good order, at our mailing address; plus

·

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.



     Some states may require us to refund all of the premiums you paid for the Policy. (See “Policy Features – Premiums – Allocating Premiums – Reallocation Account.”)

Signature Guarantees
 

Signature guarantees are relied upon as a means of preventing the perpetuation of fraud in financial transactions, including the disbursement of funds or assets from a victim's account with a financial institution or a provider of financial services. They provide protection to investors by, for example, making it more difficult for a person to take another person's money by forging a signature on a written request for the disbursement of funds.

As a protection against fraud, we require that the following transaction requests include a Medallion signature guarantee:

·     

all requests for disbursements (i.e., cash withdrawals and surrenders) of $500,000 or more;

·     

any disbursement request made on or within 10 days of our receipt of a request to change the address of record for an owner's account; and

·     

any disbursement request when Western Reserve has been directed to send proceeds to a different address from the address of record for that owner's account. Please note: This requirement will not apply to disbursement requests made in connection with exchanges of one annuity policy for another with the same owner in a "tax-free exchange" under Section 1035 of the Internal Revenue Code.



An investor can obtain a signature guarantee from more than 7,000 financial institutions across the United States and Canada that participate in a Medallion signature guarantee program. This includes many:

·     

national and state banks;

·     

savings banks and savings and loan associations;

·     

securities brokers and dealers; and

·     

credit unions.



The best source of a signature guarantee is a bank, savings and loan association, brokerage firm, or credit union with which you do business. Guarantor firms may, but frequently do not, charge a fee for their services.

A notary public cannot provide a signature guarantee. Notarization will not substitute for a signature guarantee.

Loans

 

General

     As long as the Policy is in force, you may borrow money from us using the Policy as the only security for the loan. 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

·

we may require you to borrow at least $500;

certain conditions:

·

from the fixed account, the maximum amount you may borrow is the unloaned portion of your cash value in the fixed account minus any surrender charge; and

 

·

from the subaccounts, the maximum amount available is the cash value in a subaccount minus any surrender charge in the first two Policy years, and the cash value without limitation thereafter.



When you take a loan, we will withdraw an amount equal to the requested loan from each of the subaccounts based on your current premium allocation instructions (unless you specify otherwise). If this is not possible, the withdrawal amount will be withdrawn pro-rata from the subaccounts until they are depleted, and then from the fixed account. 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 loan request, in good order, at our mailing address (or, in limited circumstances described below, by telephone or fax at our administrative 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 $500,000, 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 address. 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. (Note: All loan requests must be submitted in good order to avoid a delay in processing your request.)
 
     If your loan request is less than $500,000, then you may fax it to us at 727-299-1620. 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 address 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 part of a loan.

     At each Policy anniversary, we will compare the outstanding loan amount, including accrued loan interest, 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, including accrued loan interest, 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, including accrued loan interest, 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

      We currently charge you an effective annual interest rate on a Policy loan of 2.75% (3.0% maximum guaranteed), payable in arrears, on each Policy anniversary. We will also credit the amount in the loan reserve account with an effective annual interest rate of 2.0%. After offsetting the 2.0% interest we credit, the net cost of loans currently is 0.75% annually (1.0% maximum guaranteed). We will charge a preferred loan charge rate on an amount equal to the unloaned portion of the cash value minus the cost basis. The cost basis is calculated as the total premiums paid minus cash withdrawals; plus the similarly calculated cost basis of any previous cash value life insurance policy that has been exchanged for the Policy under Section 1035 of the Internal Revenue Code. The current preferred loan interest rate charged is 2.00% effective annually and is guaranteed not to exceed 2.25%. On or after the insured’s attained age 111 (if your Policy was applied for on or after October 30, 2008, regardless of when that Policy is issued) or age 100 (if your Policy was applied for before October 30, 2008 and issued before January 1, 2009) all loans, new and existing, are considered preferred loans.

Loan Reserve Account Interest Rate Credited

     We will credit the amount in the loan reserve account with interest at an effective annual rate of 2.0%.

Effect of Policy Loans

     A Policy loan reduces the death benefit proceeds and net surrender value by the amount of any outstanding loan amount, including accrued loan interest. 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 a loan reserve equal to the loan as of the last Policy anniversary plus any accrued interest net of any loan payments. This amount is not affected by the separate account's investment performance and may not be credited with the interest rates accruing on the unloaned portion of cash value in the fixed account. Amounts transferred from the separate account to the loan reserve account will reduce the value in the separate account and we will credit such amounts with an interest rate of 2.0% rather than a rate of return reflecting the investment results of the separate account.

     We also currently charge interest on Policy loans at an effective annual rate of 2.75%. 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. The Policy provides a no lapse guarantee. (See below.) If the no lapse 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 investment experience, loans, accrued loan interest, and cash withdrawals cause a decrease in the net surrender value, or if you have not paid sufficient premiums (as discussed below) to offset the monthly deductions we make for Policy charges.
 
     If the net surrender value is not enough to pay the monthly deductions, then 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, then all coverage under the Policy will terminate without value.

No Lapse Guarantee

     This Policy provides a no lapse guarantee. The no lapse guarantee will be in effect and your Policy will not enter the grace period if the Guaranteed Death Benefit Measure is at least zero and the Policy has not lapsed and been reinstated. If, on any Monthiversary, the unloaned portion of your cash value in the fixed account minus any surrender charge (that we would assess if you were to surrender the Policy) is not enough to pay your monthly deductions, and the no lapse guarantee is in effect, then the excess amount due will not be taken from the subaccounts.
 

     On each Monthiversary we determine whether the Policy has sufficient value and whether the no lapse guarantee is in effect. We act according to the following flow chart of possibilities:

               

Is the cash value in the unloaned portion of the fixed account minus surrender charges sufficient to cover the monthly deductions?



                                        
     Yes                                     No

We take the monthly deductions from the fixed account and the Policy continues.

Is the no lapse guarantee in effect?



                                       
                        

(if the GDBM is at least zero and the Policy has never lapsed and been reinstated)    

                          Yes                                                                       No

We take monthly deductions from the unloaned portion of the fixed account. If we are unable to take the full monthly deductions, we may recover any deficit from future premiums and transfers directed into the fixed account. It may be necessary to continue premiums or transfers into the fixed account to continue to keep the no lapse guarantee in effect.

Is the cash value in the subaccounts minus surrender charges sufficient to cover the monthly deductions?



                                             
                                                                        Yes                                       No

We mail the owner a transfer/fixed account funding notice to allow the owner to send a premium or transfer into the fixed account. If the owner does not respond in the timeframe allowed, we will force a transfer from the subaccounts to the fixed account.

We mail a grace period notice to allow the owner to send a premium. If the owner does not respond in the timeframe allowed, the Policy will lapse.



     If your cash value in the unloaned portion of the fixed account minus the surrender charges on any Monthiversary is not sufficient to cover the monthly deductions due on such day and the no lapse guarantee is not in effect, but your cash value in the subaccounts is sufficient, we will mail a transfer/fixed account funding notice to your last known address and to any assignee of record. In the notice, a period of two Monthiversaries is allowed for you to pay an additional premium into the fixed account, make a transfer from the subaccounts to the fixed account, or repay any loans to the fixed account. The notice will also show the minimum payment required and the final date on which we must receive such payment in order to avoid an automatic transfer from the subaccounts. If the minimum amount due is not received by us within the stated period, we will automatically transfer the minimum amount due to the fixed account from the subaccounts, on a pro rata basis.
 
     If the no lapse guarantee is not in effect because the Guaranteed Death Benefit Measure falls below zero and the Policy has not lapsed and been reinstated, you may restore the no lapse guarantee by paying sufficient additional premium into the fixed account, by transferring sufficient cash value from the subaccounts to the fixed account, or by repaying a sufficient amount of your loans to the fixed account.
 

Guaranteed Death Benefit Measure (“GDBM”)

The GDBM tracks the amount and timing of money you pay in or remove from the fixed account each month and is used to determine whether the no lapse guarantee is still in effect. On the Policy date the GDBM is the net premium paid into the fixed account minus one GDBM Monthly Premium. On each Monthiversary thereafter, the GDBM is equal to:

1.     

the GDBM from the prior Monthiversary; plus

2.     

the GDBM Credit – i.e., the GDBM Credit Rate (5% annually) applied to the GDBM (if positive); plus

3.     

net premiums, transfers and loan repayments into the fixed account during the prior month; minus

4.     

transfers, withdrawals, loans and loan interest removed from the fixed account during the prior month; minus

5.     

the GDBM Monthly Premium.



Note: The GDBM Credit is only a factor in the calculation of the accumulation of the GDBM. It is not a monetary credit that increases the cash value, the net surrender value, or the amount of the death benefit.

GDBM Monthly Premium

On each Monthiversary, the GDBM Monthly Premium is equal to:
 

1.     

the GDBM Monthly Premium shown on the policy schedule pages; plus

2.     

the GDBM Monthly Premium corridor (if applicable), which is equal to:


a.     

the amount at risk minus the specified amount (if this difference is positive); multiplied by

b.     

the current cost of insurance for the most recent specified amount increase on the Policy: divided by

c.     

1,000.



Effect of changes on GDBM Monthly Premium:

·

If you change death benefit options, increase or

decrease the specified amount, or add, increase or decrease supplemental benefits (riders), we will recalculate the amount of the GDBM Monthly Premium and notify you. Depending upon the change made to the Policy or rider and the resulting impact on the level of the GDBM Monthly Premium, you may need to pay additional premiums to keep the no lapse guarantee in effect and/or keep the Policy in force.



     You will eliminate the risk of Policy lapse if you keep the no lapse guarantee in effect. Before you take a cash withdrawal or a loan, increase or decrease the specified amount, or add, increase or decrease a rider, you should consider carefully the effect of your action on the no lapse guarantee. In general, increases in coverage result in an increased GDBM Monthly Premium and decreases in coverage result in a decreased GDBM Monthly Premium.

     The following example shows how the GDBM calculation might be carried out on a month by month basis over one Policy year.
 

Month

(1)

Prior Month GDBM

(2)

5% GDBM Credit

(3)

Credits to Fixed Account

(4)

Debits to Fixed Account

(5)

GDBM Monthly Premium

(6)

End of Month GDBM

1

0.00

0.00

200.00

0.00

100.00

100.00

2

100.00

0.41

200.00

0.00

100.00

200.41

3

200.41

0.82

200.00

0.00

100.00

301.23

4

301.23

1.23

700.00

0.00

100.00

902.46

5

902.46

3.68

200.00

0.00

100.00

1,006.14

6

1,006.14

4.10

200.00

0.00

100.00

1,110.24

7

1,110.24

4.52

200.00

0.00

100.00

1,214.76

8

1,214.76

4.95

200.00

0.00

100.00

1,319.71

9

1,319.71

5.38

200.00

0.00

150.00

1,375.09

10

1,375.09

5.60

200.00

1,000.00

150.00

430.69

11

430.69

1.75

200.00

0.00

150.00

482.44

12

482.44

1.97

200.00

0.00

150.00

534.41



(1) = Prior month GDBM.
(2) = The monthly equivalent of 5% annual growth on (1) Prior Month GDBM.
(3) = Premiums, transfers, and loan repayments into the fixed account during the month. In this example, $200 premium is paid into the fixed account each month and $500 is transferred to the fixed account from the subaccounts in month 4.
(4) = Transfers, withdrawals, loans and loan interest removed from the fixed account during the month. In this example, a $1,000 loan is taken from the fixed account in month 10.
(5) = GDBM Monthly Premium as shown on the Policy schedule pages or as modified after issue. In this example, the GDBM Monthly Premium is originally 100.00 but increases to 150.00 with a Policy specified amount increase in month 9.
(6) = (1) + (2) + (3) – (4) – (5).

Reinstatement

     We may reinstate a lapsed Policy within five years after the lapse. To reinstate the Policy you must:
 

·

submit a written application for reinstatement to our mailing address;

·

provide evidence of insurability satisfactory to us; and

·

pay an amount sufficient to provide a net premium equal to any uncollected monthly deductions due up to the time of termination, plus two monthly deductions due in advance at the time of reinstatement, plus an amount sufficient to increase the cash value above the surrender charges in effect at the time of reinstatement.



     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 cash value at the time your Policy lapsed, plus any net premiums you pay at reinstatement, minus one monthly deduction and any surrender charge (that we would assess if you were to surrender the Policy). The no lapse guarantee will not be reinstated. 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. We will not reinstate indebtedness (i.e., outstanding loans plus any accrued interest at the time your Policy lapsed.).

Extension of No Lapse Guarantee Period

All in force policies where the no lapse date indicated on the policy schedule page is in 2006, 2007, 2008, 2009, 2010 or 2011, provided the Policy is in force on May 1, 2009, will have the no lapse date extended to the policy anniversary in 2012. The minimum monthly guarantee premium will not be changed, but if a cash withdrawal or a loan has been taken, or if requested in the future, additional minimum premiums may need to be paid to maintain the No Lapse guarantee. If an affected Policy lapses and is reinstated before January 1, 2012, the extended no lapse date will remain in effect.

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 the Policy should generally satisfy the applicable Code requirements.

     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 cash 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 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 cash 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 MEC. Moreover, if a loan from a Policy that is not a MEC is outstanding when the Policy is surrendered 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. Among other things, a reduction in benefits could cause a Policy to become a MEC. Due to the Policy's flexibility, each Policy's circumstances will determine whether the Policy is classified as 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 registered representative 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 if we have not yet credited the payment, or, if the premium has been credited, we will return the excess premium, plus interest, within sixty days of year end.
 

     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 distribution, loan, pledge or assignment occurs.
 
     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 treated as distributions and considered 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 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 with preferred loan rates are less clear and a tax advisor should be consulted about such loans.

     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.

     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.
 

     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. The payment of death benefits is generally not subject to withholding.
 

     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 life insurance used in split-dollar arrangements. The IRS has recently issued new guidance regarding concerns in the use of life insurance in employee welfare benefit plans, including, but not limited to, the deduction of employer contributions and the status of such plans as listed transactions. Any business contemplating the purchase of a new Policy or a change in an existing Policy should consult a tax advisor. Recent legislation under Section 101(j) of the Internal Revenue Code has imposed notice, consent and other provisions on policies owned by employers and certain of their affiliates, owners and employees in order to receive death benefits tax-free and added additional tax reporting requirements.
 

     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.
 

     Living Benefit Rider (an Accelerated Death Benefit). 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 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.
 

     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 income 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

 

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 $100, 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 2.0%);

·

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
monthly installments 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, at the end of which payments will end; or

 

·

for the longer of the payee's life, or for 10 years if the payee dies before the end of the first 10 years of payments; or

 

·

for the longer of the payee's life, or until the total amount of all payments we have made equals the proceeds that were applied to the settlement option.



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.



Retained Asset Accounts

When a death benefit is paid in a lump sum and is $15,000 or greater, your beneficiary may elect to have the death benefit deposited into an interest-bearing account, called the Assurance Plus Account with the Northern Trust Company.  We will send the beneficiary a "checkbook," and the beneficiary will have access to the account simply by writing a "draft" for all or part of the amount of the death benefit.  Upon receipt of the "draft" by the bank, the bank will draw down the amount you requested from our general account. The Assurance Plus Account is part of our general account.  It is not a bank account, and it is not insured by the FDIC or any other government agency.  As part of our general account, it is subject to the claims of our creditors.  We may make a profit on all amounts left in the Assurance Plus Account.  (The Assurance Plus Account is not available in all states.

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, in good order, at our administrative 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;

·

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

·

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

·

when mandated under applicable law.



     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 address. 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, as 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.

Policy Termination

     Your Policy will terminate on the earliest of:

·

the date the insured dies; or

·

the end of the grace period; or

·

the date the Policy is surrendered.



Assignment of the Policy
 

You may assign the contract by giving us written notice.  We reserve the right, except to the extent prohibited by applicable laws, regulations, or actions of the State insurance commissioner, to require that the assignment will be effective only upon acceptance by us, and to refuse assignments or transfers at any time on a non-discriminatory basis.

 

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 deductions. 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 they 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; you should consult a tax advisor before doing so.
 
Accidental Death Benefit Rider

     Our current minimum specified amount for this rider for issue ages 15-59 is $10,000. The maximum specified amount available for this rider is $150,000 (to a maximum of 150% of the Policy's specified amount).
 
     Subject to certain limitations, we will pay the specified amount if the death of the primary insured 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 on or following the primary insured's 70th birthday; or

·

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 when required by state law) and/or dependent children of the primary insured. Please note that if a non-spouse Other Insured, as required by state law, is the insured, there may be adverse tax consequences. Subject to the terms of the rider, we will pay the specified amount of the rider to the primary insured. Our current minimum specified amount for this rider for issue ages 0-85 is $10,000. The maximum specified amount is the lesser of $1,000,000 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, in good order, at our administrative office of the Other Insured's death. Please refer to the applicable fee tables for your Policy to determine the respective charges for this rider. 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).

Conditions to convert the rider:

·

Your request must be in writing and sent to our administrative office, in good order;

 

·

The Other Insured has not reached his/her 86th birthday;

 

·

The new Policy is any permanent insurance policy that we currently offer for conversion;

 

·

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 the premium for the new policy on the Other Insured's underwriting class under the rider.



Termination of the rider:     The rider will terminate on the earliest of:

 

·

the Policy anniversary on or following the Other Insured's 100th birthday; or

 

·

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

 

·

31 days after the death of the primary insured; or

 

·

the date of conversion of this rider; or

 

·

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



Disability Waiver of Monthly Deductions Rider

     Subject to certain conditions, we will waive the Policy's monthly deductions while the primary insured is disabled. You may purchase this rider if the primary insured's issue age is between 15 and 55 years of age at the time the rider is purchased. This rider is not available together with the Disability Waiver of Premium Rider. Before we waive any monthly deductions, we must receive proof, in good order, at our administrative office that:
 

·

the primary insured is totally disabled;

·

the primary insured's total disability began before the Policy anniversary on or following the primary insured's 60th birthday; and

·

the primary insured's total disability has existed continuously 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, after the primary insured's recovery from disability, or after termination of this rider. While the primary insured is totally disabled and receiving benefits under this rider, no grace period will begin for the Policy provided that the cash value minus loans and accrued loan interest remains positive. It is possible that additional premium payments will be required to keep the Policy in force while the waiver of monthly deductions benefit is being paid.

Termination of the rider:      The rider will terminate on the earliest of:

 

·

the Policy anniversary on or following the primary insured’s 60th birthday, unless the primary insured is totally disabled; or

 

·

the date of recovery from disability (with respect to benefits accruing during the continuance of an existing total disability after the Policy anniversary on or following the primary insured’s 60th birthday); or

 

·

the date the Policy terminates; or

 

·

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



If we are paying benefits under the rider, on the Policy anniversary after the insured's 60th birthday, then the rider will not terminate and benefits will not end until the date the primary insured is no longer totally disabled.

Disability Waiver of Premium Rider

     Subject to certain conditions, we will apply the waiver of premium benefit, as shown on the Policy schedule page, as if it is a premium payment into the Policy, while the primary insured is totally disabled, as defined in the rider. The waiver of premium benefit is generally equal to the annual planned premium for the Policy, but the maximum payment is the lesser of $12,000 or the maximum annual premium payable under the guideline premium test. We will allocate the resulting net premium into the Policy’s cash value. You may purchase this rider if the primary insured’s issue age is between 15 and 55 years of age. This rider is not available together with the Disability Waiver of Monthly Deductions Rider. In order to pay a benefit, we must receive proof, in good order, at our administrative office that:
 

·

the primary insured is totally disabled;

·

the primary insured became totally disabled before the Policy anniversary on or following the primary insured’s 60th birthday; and

·

the primary insured’s total disability has existed continuously for at least six months.



     Upon meeting the requirements above, we will also make a retroactive payment equal to six months of benefits under the rider. We will apply the benefit each month on the Monthiversary. We may not pay any benefit that becomes due more than one year before we receive written notice of your claim; after the primary insured’s recovery from disability; or after termination of this rider. It is possible that additional premium payments will be required to keep the Policy in force while the waiver of premium benefit is being paid.

Termination of the rider:      The rider will terminate on the earliest of:

 

·

the Policy anniversary on or following the primary insured’s 60th birthday, unless the primary insured is totally disabled; or

 

·

the later of the date of recovery from disability or the Policy anniversary on or following the insured’s 100th birthday (with respect to benefits accruing during the continuance of an existing total disability after the Policy anniversary on or following the primary insured’s 60th birthday); or

 

·

the date the Policy terminates; or

 

·

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



Primary Insured Rider Plus ("PIR Plus")

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

Features of PIR Plus:     

·

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

 

·

The rider may be purchased from issue ages 0-85;

 

·

The minimum purchase amount for the rider is $25,000. There is no maximum purchase amount;

 

·

We do not assess any additional surrender charge for the rider;

 

·

Generally the rider coverage costs less than the insurance coverage under the Policy, but it has no cash value and terminates at age 100, and it does not provide a guarantee that current cost of insurance rates in the first three Policy years will remain fixed;

 

·

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

 

·

You may generally decrease your Policy's specified amount without reducing your rider coverage; and

 

·

Subject to the following conditions, on any Monthiversary while this rider is in force, you may convert this rider to a new Policy on the primary insured’s life without evidence of insurability.



Conditions to convert the rider:

·

Your request must be in writing and sent, in good order, to our mailing address;

 

·

The primary insured has not reached his/her 86th birthday;

 

·

The new policy is any permanent insurance policy that we currently offer for conversions;

 

·

We may allow an increase to the Policy’s specified amount if the Policy and all of the riders in force allow such an increase;

 

·

The amount of the insurance under the new policy or the amount of the increase to will equal the specified amount in force under the rider as long as it meets the minimum specified amount requirements of a 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:

   
 

·

the Policy anniversary on or following the primary insured’s 100th birthday; or

 

·

the date the Policy terminates; or

 

·

the date you fully convert this rider; or

 

·

the Monthiversary on which you terminate the rider by written request.



     It may cost you less to reduce your PIR Plus coverage than to decrease your Policy’s specified amount, because we do not deduct a surrender charge in connection with your 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 Plus. Any changes to the coverage of this rider may affect your GDBM monthly premium. Please refer to the applicable fee tables for your Policy to determine the respective charges for this rider.

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

Living Benefit Rider (an Accelerated Death Benefit)

     This rider allows us to pay all or a portion of the death benefit once we receive proof, in good order, at our administrative 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.
 
     We will pay a "single-sum benefit" equal to:
 

·

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

·

the percentage of the death benefit you elected to receive (“election percentage”); divided by

·

1 + i ("i" equals the current yield on 90-day Treasury bills or the Policy loan interest rate, whichever is greater) (“discount factor”); minus

·

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



     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 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 expected 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. Suppose that the current yield on 90-day U.S. Treasury bills is 6.00% and the Policy loan interest rate is 2.75%. Because the greater of these is 6%, 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 $183,679.25, which is [($400,000 x 0.50/ 1.06) - ($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; you should consult a tax advisor before doing so.

Additional Information

 

Sending Forms and Transaction Requests in Good Order
 

We cannot process your instructions to process a transaction relating to the policy until we have received your instructions in good order at our mailing address. "Good order" means the actual receipt by us of the instructions relating to a transaction in writing—or, when appropriate, by telephone or facsimile, or electronically—along with all forms, information and supporting legal documentation (including any required spousal or joint owner's consents) we require in order to effect the transaction.  To be in "good order," instructions must be sufficiently clear so that we do not need to exercise any discretion to follow such instructions.

Sale of the Policies

     Distribution and Principal Underwriting Agreement. TCI, our affiliate, serves as principal underwriter for the Policies. We entered into a principal underwriting and distribution agreement with TCI for the distribution and sale of the Policies effective May 1, 2007. We reimburse TCI for certain expenses it incurs in order to pay for the distribution of the Policies.

     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 is/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 2008, was, on average, 27% of all premiums made during the first Policy year, plus 3% 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 $5,000. 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 FINRA 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 and their sales representatives. These arrangements 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 that We Pay to 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.
     

     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 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 $950 to $ 20,000 in 2008 for the sales of the Western Reserve’s insurance products.
 
     During 2008, we had entered into “preferred product” arrangements with ISI, WGS, Broker Dealer Financial Services, Inc., Coordinated Capital Securities, Inc., First Founder Securities, Inc., Girard Securities, Inc., H. Beck, Inc., Harbour Investments, Inc., IMS Securities, Inc., Next Financial Group, Inc., Packerland Brokerage Services, Inc., Summit Brokerage Services, Inc., and Workman Securities Corporation. We paid the following amounts (in addition to sales commissions and expense allowances) to these firms:
 

Name of Firm

Aggregate Amount Paid During 2008

Broker Dealer Financial Services Corp

$ 3,250

Coordinated Capital Securities, Inc.

$2,000

First Founders Securities, Inc.

$10,000

Girard Securities, Inc.

$14,000

H. Beck, Inc.

$18,000

Harbour Investments, Inc.

$10,000

IMS Securities, Inc.

$ 950

Next Financial Group, Inc.

$20,000

Packerland Brokerage Services, Inc.

$3,500

Summit Brokerage Services, Inc.

$ 5,000

Workman Securities Corporation

$10,000



     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 incentives we pay, however, through fees and charges deducted under the Policy and other corporate revenue.

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

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 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.

Financial Statements

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

Table of Contents of the Statement of Additional Information

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
     Death Benefit
Additional Information
     Additional Information about Western Reserve and the Separate Account
     Legal Matters
     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
Appendix A – Monthly Per Unit Charges (Rate Per Thousand)
Index to Financial Statements

     WRL Series Life Account
     Western Reserve Life Assurance Co. of Ohio

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 9008, Clearwater, Florida, 33758-9008. Our street address is 570 Carillon Parkway, St. Petersburg, Florida, 33716. Our phone number is 1-800-851-9777; our facsimile numbers are 1-727-299-1648 (for interfund transactions); and 1-727-299-1620 (for all other requests). Our administrative office serves as the recipient of all website ( www.westernreserve.com), telephonic and facsimile transactions, including, but not limited to transfer requests and premium payments made by wire transfer and through electronic credit and debit transactions (e.g., payments through direct deposit, debit transfers, and forms of e-commerce payments) and any Claims documents. Our hours are Monday – Friday from 8:30 a.m. – 7:00 p.m. Eastern time. Please do not send any checks, or non-claims related 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 (for the initial specified amount) or the date of each increase in specified amount.

beneficiary(ies)

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

cash value

At the end of any valuation period, the sum of your Policy's value in the subaccounts and the fixed account. If there is a Policy loan outstanding, then 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, including accrued loan interest, and any due and unpaid monthly deductions.

fixed account

An allocation option other than the separate account 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.

free-look period

The period during which you may return the Policy and receive a refund as described in this 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.

good order

An instruction that is received by the Company, along with all forms, information and supporting legal documentation (including any required spousal or joint owner’s consents), that is sufficiently complete and clear so that the Company does not need to exercise any discretion to follow such instruction. All orders to process a withdrawal request, a loan request, a request to surrender your Policy, a fund transfer request, or a death benefit claim must be in good order.

Guaranteed Death Benefit Measure

A factor that tracks the timing and amount of cash flows in and out of the fixed account, and is used to determine whether the no lapse guarantee is in effect. The Guaranteed Death Benefit Measure is not used to determine the cash value, the net surrender value or the amount of the death benefit.

GDBM Credit Rate

A rate used in accumulating the Guaranteed Death Benefit Measure. This calculation provides an incentive for early payment of premiums into the fixed account to build the no lapse guarantee. The GDBM Credit is not a monetary credit that increases your cash value, the net surrender value or the amount of the death benefit. The GDBM Credit Rate is shown on the Policy schedule pages.

GDBM Monthly Premium

An amount subtracted from the Guaranteed Death Benefit Measure each month. This is the minimum monthly net premium or transfer into the fixed account to keep the no lapse guarantee in effect if there are no early or late payments into the fixed account and there are no transfers, withdrawals or loans taken out of the fixed account. The GDBM Monthly Premium at issue is shown on the Policy schedule pages.

indebtedness

Outstanding loans plus any accrued interest at the time your Policy lapsed.

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 on or before the Policy date. When you increase the Policy’s specified amount of insurance coverage, the issue age for the new layer of specified amount coverage is the insured’s age on his or her birthday on or before the date that the increase in specified amount takes effect. This age may be different from the attained age on other layers of specified amount coverage.

lapse

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

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 and loan repayments made by check, and non-claims related correspondence and notices must be sent to this office.

maximum fixed account value

The maximum amount that may be allocated to the fixed account at any time without prior approval is the amount that would cause the fixed account to be $250,000, exclusive of loan reserve requirements. This restriction does not apply to transfers to the fixed account necessary to maintain the no lapse guarantee by increasing the Guaranteed Death Benefit Measure to zero, or necessary in the exercise of conversion rights.

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 deductions

The monthly Policy charge, plus the monthly cost of insurance, plus the monthly per unit charge, plus the monthly charge for any riders added to your Policy, all of which are deducted from the unloaned portion of the cash value in the fixed account on each Monthiversary.

mortality and expense risk charge

This charge is a daily deduction from each subaccount that is taken before determining the unit value of that subaccount.

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.

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 outstanding loan amount, minus any accrued loan interest, and minus any surrender charge as of such date.

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

The WRL ForLife variable life insurance policy without any supplemental riders (benefits).

Policy date

The date when our underwriting process is complete, full life insurance coverage goes into effect, the initial premium payment has been received, and we begin to take the monthly deductions. The Policy date is shown on the schedule page of your Policy. If you request, we may backdate a Policy by assigning a Policy date earlier than the date the Policy is issued. We measure Policy months, years, and anniversaries from the Policy date.

portfolio

One of the separate investment portfolios of a fund.

premium expense charge

The charge that is deducted from each premium payment before determining the net premium that will be credited to the cash value.

premiums

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

reallocation account

That portion of the fixed account where we hold the net premium(s) from the record date until the reallocation date.

reallocation date

The date we reallocate all cash value held in the reallocation account to the fixed account and/or subaccounts you selected on your application. We place your net premium in the reallocation account (or as mandated by state law) only if your state requires us to return the full premium in the event you exercise your free-look right. In those states the reallocation date stated in your policy is as long as we estimate your free look period to last. In all other states, the reallocation date is the later of the policy date or the record date.

record date

The date we record your Policy on our books. The record date is generally the Policy date, unless the Policy is backdated.

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 initial specified amount of life insurance that you have selected is shown on the Policy's schedule page that you receive when the Policy is issued. The specified amount in force is the initial specified amount, adjusted for any increases or decreases in the Policy's specified amount. Other events such as a request to increase or decrease the specified amount, change in death benefit option or a cash withdrawal (if you choose Option A or if you choose Option C death benefit and the insured is attained age 71 or greater) may also affect the specified amount in force.

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 (or during the 15-year period subsequent to an increase in specified amount), you fully surrender the Policy, then we will deduct a surrender charge from your cash value.

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 normal 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, Company (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, and in good order, 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 address.

you, your (owner or policyowner)

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




APPENDICES A-1, B-1 & C-1
FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008
(BASED ON THE 2001 C.S.O. MORTALITY TABLES)


FOR POLICIES APPLIED FOR ON OR AFTER October 30, 2008:

Appendix A-1

Surrender Charge Per Thousand of Specified Amount Layer

(Based on the gender and rate class of the insured)

     

Issue Age

Male Juvenile

Male/Unisex Tobacco

Male/Unisex
Non-Tobacco

Female Juvenile

Female
Tobacco

Female
Non-Tobacco

             

0

11.76

   

11.76

   

1

8.16

   

8.16

   

2

8.16

   

8.16

   

3

7.92

   

7.92

   

4

7.68

   

7.68

   

5

7.68

   

7.68

   

6

7.68

   

7.68

   

7

7.68

   

7.68

   

8

7.68

   

7.68

   

9

7.68

   

7.68

   

10

7.68

   

7.68

   

11

7.68

   

7.68

   

12

7.68

   

7.68

   

13

7.92

   

7.92

   

14

8.16

   

8.16

   

15

8.40

   

8.40

   

16

8.52

   

8.52

   

17

8.88

   

8.88

   

18

 

9.20

8.72

 

9.20

8.72

19

 

9.32

8.84

 

9.32

8.84

20

 

9.44

8.96

 

9.44

8.96

21

 

9.88

9.16

 

9.64

9.16

22

 

10.04

9.32

 

9.80

9.32

23

 

10.24

9.52

 

10.00

9.52

24

 

10.40

9.68

 

10.40

9.68

25

 

10.84

9.88

 

10.60

9.88

26

 

11.28

10.56

 

11.04

10.32

27

 

11.72

11.00

 

11.48

10.76

28

 

12.12

11.40

 

12.12

11.16

29

 

12.80

12.08

 

12.56

11.84

30

 

13.24

12.52

 

13.00

12.28

31

 

14.00

13.04

 

13.52

12.80

32

 

14.48

13.76

 

14.24

13.52

33

 

15.24

14.28

 

14.76

14.04

34

 

15.96

14.76

 

15.48

14.52

35

 

16.48

15.52

 

16.00

15.28

36

 

17.40

16.20

 

16.92

15.96

37

 

18.40

17.20

 

17.92

16.72

38

 

19.56

18.12

 

18.60

17.64

39

 

20.76

19.08

 

19.56

18.36




FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Issue Age

Male Juvenile

Male/Unisex Tobacco

Male/Unisex
Non-Tobacco

Female Juvenile

Female
Tobacco

Female
Non-Tobacco

             

40

 

21.96

20.28

 

20.52

19.32

41

 

23.56

21.64

 

22.12

20.68

42

 

25.24

23.08

 

23.80

22.01

43

 

27.08

24.44

 

25.40

22.65

44

 

29.16

25.86

 

26.96

23.32

45

 

31.04

26.72

 

27.83

24.03

46

 

32.80

27.62

 

28.76

24.78

47

 

34.56

28.58

 

29.73

25.57

48

 

35.88

29.60

 

30.75

26.41

49

 

37.12

30.70

 

31.84

27.30

50

 

38.97

31.86

 

32.99

28.23

51

 

40.58

33.11

 

34.20

29.21

52

 

42.30

34.43

 

35.48

30.25

53

 

44.10

35.85

 

36.84

31.35

54

 

46.01

37.35

 

38.28

32.50

55

 

48.02

38.93

 

39.79

33.71

56

 

50.12

40.62

 

41.39

35.00

57

 

52.35

42.41

 

43.06

36.35

58

 

54.70

44.32

 

44.88

37.77

59

 

57.00

46.37

 

46.85

39.28

60

 

57.00

48.56

 

48.97

40.88

61

 

57.00

50.90

 

51.26

42.58

62

 

57.00

53.38

 

53.73

44.40

63

 

57.00

56.03

 

56.41

46.32

64

 

57.00

57.00

 

57.00

48.38

65

 

57.00

57.00

 

57.00

50.58

66

 

57.00

57.00

 

57.00

52.93

67

 

57.00

57.00

 

57.00

55.45

68+

 

57.00

57.00

 

57.00

57.00




FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Appendix B-1

Monthly Per Unit Charges (Rate Per Thousand)

     

               

Issue Age

Base

 

Issue Age

PIR+

 

Issue Age

OIR

               

0

0.06

 

0

0.01

 

0

0.03

1

0.06

 

1

0.01

 

1

0.03

2

0.06

 

2

0.01

 

2

0.03

3

0.06

 

3

0.01

 

3

0.03

4

0.06

 

4

0.01

 

4

0.03

5

0.06

 

5

0.01

 

5

0.03

6

0.06

 

6

0.01

 

6

0.03

7

0.07

 

7

0.01

 

7

0.03

8

0.07

 

8

0.01

 

8

0.03

9

0.07

 

9

0.01

 

9

0.03

10

0.07

 

10

0.01

 

10

0.03

11

0.07

 

11

0.01

 

11

0.03

12

0.07

 

12

0.01

 

12

0.03

13

0.07

 

13

0.01

 

13

0.03

14

0.07

 

14

0.01

 

14

0.03

15

0.07

 

15

0.01

 

15

0.03

16

0.07

 

16

0.01

 

16

0.03

17

0.07

 

17

0.01

 

17

0.03

18

0.07

 

18

0.01

 

18

0.03

19

0.07

 

19

0.01

 

19

0.03

20

0.07

 

20

0.01

 

20

0.03

21

0.07

 

21

0.01

 

21

0.03

22

0.07

 

22

0.01

 

22

0.03

23

0.07

 

23

0.01

 

23

0.03

24

0.07

 

24

0.01

 

24

0.03

25

0.07

 

25

0.01

 

25

0.03

26

0.07

 

26

0.01

 

26

0.03

27

0.07

 

27

0.01

 

27

0.04

28

0.08

 

28

0.01

 

28

0.04

29

0.08

 

29

0.01

 

29

0.04

30

0.08

 

30

0.01

 

30

0.04

31

0.09

 

31

0.01

 

31

0.04

32

0.09

 

32

0.01

 

32

0.04

33

0.10

 

33

0.01

 

33

0.05

34

0.10

 

34

0.01

 

34

0.05

35

0.11

 

35

0.01

 

35

0.05

36

0.11

 

36

0.01

 

36

0.05

37

0.12

 

37

0.01

 

37

0.06

38

0.13

 

38

0.01

 

38

0.06

39

0.13

 

39

0.02

 

39

0.07

40

0.14

 

40

0.02

 

40

0.07

41

0.15

 

41

0.02

 

41

0.07




               

Issue Age

Base

 

Issue Age

PIR+

 

Issue Age

OIR

               

42

0.16

 

42

0.02

 

42

0.08

43

0.17

 

43

0.02

 

43

0.08

44

0.18

 

44

0.02

 

44

0.09

45

0.19

 

45

0.02

 

45

0.09

46

0.20

 

46

0.02

 

46

0.10

47

0.21

 

47

0.02

 

47

0.10

48

0.21

 

48

0.03

 

48

0.11

49

0.22

 

49

0.03

 

49

0.11

50

0.24

 

50

0.03

 

50

0.11

51

0.24

 

51

0.03

 

51

0.12

52

0.26

 

52

0.03

 

52

0.12

53

0.27

 

53

0.03

 

53

0.13

54

0.29

 

54

0.03

 

54

0.14

55

0.30

 

55

0.04

 

55

0.15

56

0.32

 

56

0.04

 

56

0.16

57

0.35

 

57

0.04

 

57

0.17

58

0.38

 

58

0.04

 

58

0.18

59

0.40

 

59

0.05

 

59

0.20

60

0.43

 

60

0.05

 

60

0.21

61

0.46

 

61

0.05

 

61

0.23

62

0.50

 

62

0.06

 

62

0.24

63

0.53

 

63

0.06

 

63

0.26

64

0.56

 

64

0.07

 

64

0.27

65

0.59

 

65

0.07

 

65

0.29

66

0.62

 

66

0.07

 

66

0.30

67

0.65

 

67

0.08

 

67

0.32

68

0.67

 

68

0.08

 

68

0.33

69

0.70

 

69

0.08

 

69

0.35

70

0.73

 

70

0.09

 

70

0.36

71

0.76

 

71

0.09

 

71

0.37

72

0.79

 

72

0.09

 

72

0.39

73

0.82

 

73

0.10

 

73

0.40

74

0.85

 

74

0.10

 

74

0.42

75

0.88

 

75

0.10

 

75

0.43

76

0.90

 

76

0.11

 

76

0.44

77

0.93

 

77

0.11

 

77

0.46

78

0.96

 

78

0.11

 

78

0.47

79

0.99

 

79

0.12

 

79

0.49

80

1.02

 

80

0.12

 

80

0.50

81

1.05

 

81

0.12

 

81

0.51

82

1.08

 

82

0.13

 

82

0.53

83

1.11

 

83

0.13

 

83

0.54

84

1.14

 

84

0.13

 

84

0.56

85

1.16

 

85

0.14

 

85

0.57




FOR POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008:

Appendix C-1

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%. These illustrations also assume some premium allocation into the fixed account. 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 subaccount returns averaged 0%, 6% or 10%, but fluctuated over and under those averages throughout the years shown.
 
     We based the illustration on page 92 on a Base Policy for an insured who is a 24 year old male in the Non-Tobacco rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $578.00 and selecting the On Time GDBM Funding, 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 for the representative insured.
 
     The illustration for the representative insured on page 94 is based on the same factors as those on page 92, except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the Commissioners 2001 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables).
 
     The amounts shown in the illustrations for the death benefits, cash values and net surrender values take into account the amount and timing of all Policy, subaccount and portfolio fees assessed under the Policy. The current illustration uses the current charges, and the guaranteed illustration uses the guaranteed charges. These charges are:
 

(1)     

the daily charge for assuming mortality and expense risks assessed against each subaccount. Currently, this charge is equivalent to an annual charge of 0.0% of the average net assets of each subaccount. The guaranteed maximum charge is equal to 0.00% in Policy years 1 through 5 and 0.50% (annually) after the first 5 Policy years;

(2)     

estimated daily expenses equivalent to an effective arithmetic average annual expense level of 1.23% of the portfolios’ gross average daily net assets. The 1.23% gross average portfolio expense level assumes an equal allocation of amounts among the 73 subaccounts available to new investors. We used annualized actual audited expenses incurred during 2008 for the portfolios to calculate the gross average annual expense level;

(3)     

the premium expense charge (0% of all premium payments in the first Policy year and 3% of all premiums paid thereafter) and cash value charges for the cost of insurance, the monthly Policy charge and the monthly per unit charge; and

(4)     

the surrender charge per $1,000 of the initial specified amount or each increase in specified amount applied to surrenders during the first 15 Policy years or during the first 15 Policy years from the date of any increase in specified amount.




     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 the fixed account, to particular subaccount 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.”)
 


FOR ALL POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008

WRL FORLIFE

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE
24

Specified Amount $100,000                         Non-Tobacco Class

Annual Premium      $578.00                         Option Type A

Using Current Cost of Insurance Rates

 

DEATH BENEFIT
Assuming Hypothetical Gross and Net Annual Investment Return of

TOTAL CASH VALUE
Assuming Hypothetical Gross and Net Annual Investment Return of

 

Separate Account
0% (Gross) ; -
1.23% (Net)

Separate Account
6% (Gross) ;
4.77% (Net)

Separate Account
10% (Gross) ;
8.77% (Net)

Separate Account
0% (Gross) ; -
1.23% (Net)

Separate Account
6% (Gross) ;
4.77% (Net)

Separate Account

10% (Gross) ; 8.77% (Net)

End of Policy Year

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account

4.10% (Gross and Net)

1

100,000

100,000

100,000

308

325

336

2

100,000

100,000

100,000

612

645

669

3

100,000

100,000

100,000

928

979

1,018

4

100,000

100,000

100,000

1,256

1,326

1,381

5

100,000

100,000

100,000

1,597

1,687

1,760

6

100,000

100,000

100,000

1,952

2,062

2,155

7

100,000

100,000

100,000

2,322

2,452

2,568

8

100,000

100,000

100,000

2,705

2,857

2,999

9

100,000

100,000

100,000

3,187

3,362

3,534

10

100,000

100,000

100,000

3,685

3,884

4,088

15

100,000

100,000

100,000

6,436

6,773

7,200

20

100,000

100,000

100,000

9,634

10,145

10,946

25

100,000

100,000

100,000

13,227

13,961

15,376

30 (Age 54)

100,000

100,000

100,000

17,168

18,189

20,602

35 (Age 59)

100,000

100,000

100,000

21,354

22,752

26,783

40 (Age 64)

100,000

100,000

100,000

25,502

27,406

34,077

45 (Age 69)

100,000

100,000

100,000

28,990

31,604

42,663

50 (Age 74)

100,000

100,000

100,000

30,764

34,439

53,035

55 (Age 79)

100,000

100,000

100,000

28,507

33,926

66,275

60 (Age 84)

100,000

100,000

100,000

16,774

25,471

85,471

65 (Age 89)

*

100,000

122,949

*

**

117,094

70 (Age 94)

*

100,000

165,503

*

**

162,258

75(Age 99)

*

100,000

230,767

*

**

230,767

76(Age 100)

*

100,000

247,854

*

**

247,854

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

** Policy in force due to Guaranteed Death Benefit



FOR ALL POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008

WRL FORLIFE

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE 24

Specified Amount $100,000                         Non-Tobacco Class

Annual Premium      $578.00                         Option Type A

Using Current Cost of Insurance Rates

 

NET SURRENDER VALUE
Assuming Hypothetical Gross and Net Annual Investment Return of

 

Separate Account
0% (Gross) ;

-1.23% (Net)

Separate Account
6% (Gross) ;

4.77% (Net)

Separate Account
10% (Gross) ;

8.77% (Net)

 

Separate Account
0% (Gross) ;

-1.23% (Net)

Separate Account
6% (Gross) ;

4.77% (Net)

Separate Account
10% (Gross) ;

8.77% (Net)

End of Policy Year

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

End of Policy Year

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and N
et)

1

-

-

-

25

13,227

13,961

15,376

2

11

45

69

30 (Age 54)

17,168

18,189

20,602

3

8

60

98

35 (Age 59)

21,354

22,752

26,783

4

288

358

413

40 (Age 64)

25,502

27,406

34,077

5

629

719

792

45 (Age 69)

28,990

31,604

42,663

6

1,081

1,190

1,284

50 (Age 74)

30,764

34,439

53,035

7

1,547

1,677

1,794

55 (Age 79)

28,507

33,926

66,275

8

2,027

2,179

2,322

60 (Age 84)

16,774

25,471

85,471

9

2,606

2,781

2,953

65 (Age 89)

*

**

117,094

10

3,201

3,400

3,604

70 (Age 94)

*

**

162,258

15

6,436

6,773

7,200

75(Age 99)

*

**

230,767

20

9,634

10,145

10,946

76(Age 100)

*

**

247,854

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

** Policy in force due to Guaranteed Death Benefit




FOR ALL POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008

WRL FORLIFE

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE
24

Specified Amount $100,000                         Non-Tobacco Class

Annual Premium      $578.00                         Option Type A

Using Guaranteed Cost of Insurance Rates
 

 

DEATH BENEFIT
Assuming Hypothetical Gross and Net Annual Investment Return of

TOTAL CASH VALUE
Assuming Hypothetical Gross and Net Annual Investment Return of

 

Separate Account
0% (Gross) ; -
1.23% (Net)

Separate Account
6% (Gross) ;
4.77% (Net)

Separate Account
10% (Gross) ;
8.77% (Net)

Separate Account
0% (Gross) ; -
1.23% (Net)

Separate Account
6% (Gross) ;
4.77% (Net)

Separate Account
10% (Gross) ;
8.77% (Net)

End of Policy Year

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

1

100,000

100,000

100,000

305

322

333

2

100,000

100,000

100,000

563

596

620

3

100,000

100,000

100,000

825

877

915

4

100,000

100,000

100,000

1,032

1,102

1,157

5

100,000

100,000

100,000

1,246

1,335

1,408

6

100,000

100,000

100,000

1,464

1,573

1,666

7

100,000

100,000

100,000

1,687

1,816

1,932

8

100,000

100,000

100,000

1,917

2,067

2,208

9

100,000

100,000

100,000

2,150

2,321

2,491

10

100,000

100,000

100,000

2,385

2,579

2,779

15

100,000

100,000

100,000

3,568

3,890

4,301

20

100,000

100,000

100,000

4,636

5,115

5,867

25

100,000

100,000

100,000

5,346

6,018

7,318

30 (Age 54)

100,000

100,000

100,000

5,546

6,458

8,628

35 (Age 59)

100,000

100,000

100,000

4,453

5,676

9,235

40 (Age 64)

100,000

100,000

100,000

1,030

2,670

8,483

45 (Age 69)

*

100,000

100,000

*

**

5,089

50 (Age 74)

*

100,000

100,000

*

**

**

55 (Age 79)

*

100,000

100,000

*

**

**

60 (Age 84)

*

100,000

100,000

*

**

**

65 (Age 89)

*

100,000

100,000

*

**

**

70 (Age 94)

*

100,000

100,000

*

**

**

75(Age 99)

*

100,000

100,000

*

**

**

76(Age 100)

*

100,000

100,000

*

**

**



* In the absence of an additional payment, the Policy would lapse.
** Policy in force due to Guaranteed Death Benefit

FOR ALL POLICIES APPLIED FOR ON OR AFTER OCTOBER 30, 2008

WRL FORLIFE

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE
24

Specified Amount $100,000                         Non-Tobacco Class

Annual Premium      $578.00                         Option Type A

Using Guaranteed Cost of Insurance Rates

 

NET SURRENDER VALUE
Assuming Hypothetical Gross and Net Annual Investment Return of

 

Separate Account
0% (Gross) ;

-1.23% (Net)

Separate Account
6% (Gross) ;

4.77% (Net)

Separate Account
10% (Gross) ;

8.77% (Net)

 

Separate Account
0% (Gross) ;

-1.23% (Net)

Separate Account
6% (Gross) ;

4.77% (Net)

Separate Account
10% (Gross) ;

8.77% (Net)

End of Policy Year

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

End of Policy Year

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

Fixed Account
2.00% (Gross and Net)

1

-

-

-

25

5,346

6,018

7,318

2

11

45

69

30 (Age 54)

5,546

6,458

8,628

3

8

60

98

35 (Age 59)

4,453

5,676

9,235

4

64

134

189

40 (Age 64)

1,030

2,670

8,483

5

278

367

440

45 (Age 69)

*

**

5,089

6

593

701

795

50 (Age 74)

*

**

**

7

913

1,042

1,158

55 (Age 79)

*

**

**

8

1,239

1,389

1,530

60 (Age 84)

*

**

**

9

1,569

1,741

1,910

65 (Age 89)

*

**

**

10

1,901

2,095

2,295

70 (Age 94)

*

**

**

15

3,568

3,890

4,301

75(Age 99)

*

**

**

20

4,636

5,115

5,867

76(Age 100)

*

**

**

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

** Policy in force due to Guaranteed Death Benefit




APPENDICES A-2, B-2 & C-2
FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED
BEFORE JANUARY 1, 2009
(BASED ON THE 1980 C.S.O.
TABLES)


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Appendix A-2

Surrender Charge Per Thousand of Specified Amount Layer

(Based on the gender and rate class of the insured)

     

Issue Age

Male/Unisex Tobacco

Male/Unisex
Non-Tobacco

Male/Female Juvenile

Female
Tobacco

Female
Non-Tobacco

           

0

N/A

N/A

11.76

N/A

N/A

1

N/A

N/A

8.16

N/A

N/A

2

N/A

N/A

8.16

N/A

N/A

3

N/A

N/A

7.92

N/A

N/A

4

N/A

N/A

7.68

N/A

N/A

5

N/A

N/A

7.68

N/A

N/A

6

N/A

N/A

7.68

N/A

N/A

7

N/A

N/A

7.68

N/A

N/A

8

N/A

N/A

7.68

N/A

N/A

9

N/A

N/A

7.68

N/A

N/A

10

N/A

N/A

7.68

N/A

N/A

11

N/A

N/A

7.68

N/A

N/A

12

N/A

N/A

7.68

N/A

N/A

13

N/A

N/A

7.92

N/A

N/A

14

N/A

N/A

8.16

N/A

N/A

15

N/A

N/A

8.40

N/A

N/A

16

N/A

N/A

8.52

N/A

N/A

17

N/A

N/A

8.88

N/A

N/A

18

9.20

8.72

 

9.20

8.72

19

9.32

8.84

 

9.32

8.84

20

9.44

8.96

 

9.44

8.96

21

9.88

9.16

 

9.64

9.16

22

10.04

9.32

 

9.80

9.32

23

10.24

9.52

 

10.00

9.52

24

10.40

9.68

 

10.40

9.68

25

10.84

9.88

 

10.60

9.88

26

11.28

10.56

 

11.04

10.32

27

11.72

11.00

 

11.48

10.76

28

12.12

11.40

 

12.12

11.16

29

12.80

12.08

 

12.56

11.84

30

13.24

12.52

 

13.00

12.28

31

14.00

13.04

 

13.52

12.80

32

14.48

13.76

 

14.24

13.52

33

15.24

14.28

 

14.76

14.04

34

15.96

14.76

 

15.48

14.52

35

16.48

15.52

 

16.00

15.28

36

17.40

16.20

 

16.92

15.96

37

18.40

17.20

 

17.92

16.72

38

19.56

18.12

 

18.60

17.64

39

20.76

19.08

 

19.56

18.36




Issue Age

Male/Unisex Tobacco

Male/Unisex
Non-Tobacco

 

Female
Tobacco

Female
Non-Tobacco

           

40

21.96

20.28

 

20.52

19.32

41

23.56

21.64

 

22.12

20.68

42

25.24

23.08

 

23.80

22.12

43

27.08

24.44

 

25.40

23.15

44

29.16

26.04

 

26.96

23.86

45

31.04

27.44

 

27.83

24.59

46

32.80

28.72

 

28.76

25.38

47

34.56

29.84

 

29.73

26.22

48

36.32

31.00

 

30.75

27.11

49

38.32

32.24

 

31.84

28.04

50

40.56

33.56

 

32.99

29.05

51

42.56

34.98

 

34.20

30.11

52

45.24

36.49

 

35.48

31.24

53

47.68

38.10

 

36.84

32.45

54

50.84

39.83

 

38.28

33.72

55

53.28

41.68

 

39.79

35.09

56

55.79

43.63

 

41.39

36.54

57

57.00

45.74

 

43.06

38.08

58

57.00

47.98

 

44.88

39.74

59

57.00

50.38

 

46.85

41.54

60

57.00

52.97

 

48.97

43.47

61

57.00

55.74

 

51.26

45.57

62

57.00

57.00

 

53.73

47.82

63

57.00

57.00

 

56.41

50.26

64

57.00

57.00

 

57.00

52.88

65

57.00

57.00

 

57.00

55.68

66 and over

57.00

57.00

 

57.00

57.00




FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Appendix B-2

Monthly Per Unit Charges (Rate Per Thousand)

     

               

Issue Age

Base

 

Issue Age

PIR+

 

Issue Age

OIR

               

0

0.06

 

0

0.01

 

0

0.03

1

0.06

 

1

0.01

 

1

0.03

2

0.06

 

2

0.01

 

2

0.03

3

0.06

 

3

0.01

 

3

0.03

4

0.06

 

4

0.01

 

4

0.03

5

0.06

 

5

0.01

 

5

0.03

6

0.06

 

6

0.01

 

6

0.03

7

0.07

 

7

0.01

 

7

0.03

8

0.07

 

8

0.01

 

8

0.03

9

0.07

 

9

0.01

 

9

0.03

10

0.07

 

10

0.01

 

10

0.03

11

0.07

 

11

0.01

 

11

0.03

12

0.07

 

12

0.01

 

12

0.03

13

0.07

 

13

0.01

 

13

0.03

14

0.07

 

14

0.01

 

14

0.03

15

0.07

 

15

0.01

 

15

0.03

16

0.07

 

16

0.01

 

16

0.03

17

0.07

 

17

0.01

 

17

0.03

18

0.07

 

18

0.01

 

18

0.03

19

0.07

 

19

0.01

 

19

0.03

20

0.07

 

20

0.01

 

20

0.03

21

0.07

 

21

0.01

 

21

0.03

22

0.07

 

22

0.01

 

22

0.03

23

0.07

 

23

0.01

 

23

0.03

24

0.07

 

24

0.01

 

24

0.03

25

0.07

 

25

0.01

 

25

0.03

26

0.07

 

26

0.01

 

26

0.03

27

0.07

 

27

0.01

 

27

0.04

28

0.08

 

28

0.01

 

28

0.04

29

0.08

 

29

0.01

 

29

0.04

30

0.08

 

30

0.01

 

30

0.04

31

0.09

 

31

0.01

 

31

0.04

32

0.09

 

32

0.01

 

32

0.04

33

0.10

 

33

0.01

 

33

0.05

34

0.10

 

34

0.01

 

34

0.05

35

0.11

 

35

0.01

 

35

0.05

36

0.11

 

36

0.01

 

36

0.05

37

0.12

 

37

0.01

 

37

0.06

38

0.13

 

38

0.01

 

38

0.06

39

0.13

 

39

0.02

 

39

0.07

40

0.14

 

40

0.02

 

40

0.07

41

0.15

 

41

0.02

 

41

0.07




               

Issue Age

Base

 

Issue Age

PIR+

 

Issue Age

OIR

               

42

0.16

 

42

0.02

 

42

0.08

43

0.17

 

43

0.02

 

43

0.08

44

0.18

 

44

0.02

 

44

0.09

45

0.19

 

45

0.02

 

45

0.09

46

0.20

 

46

0.02

 

46

0.10

47

0.21

 

47

0.02

 

47

0.10

48

0.21

 

48

0.03

 

48

0.11

49

0.22

 

49

0.03

 

49

0.11

50

0.24

 

50

0.03

 

50

0.11

51

0.24

 

51

0.03

 

51

0.12

52

0.26

 

52

0.03

 

52

0.12

53

0.27

 

53

0.03

 

53

0.13

54

0.29

 

54

0.03

 

54

0.14

55

0.30

 

55

0.04

 

55

0.15

56

0.32

 

56

0.04

 

56

0.16

57

0.35

 

57

0.04

 

57

0.17

58

0.38

 

58

0.04

 

58

0.18

59

0.40

 

59

0.05

 

59

0.20

60

0.43

 

60

0.05

 

60

0.21

61

0.46

 

61

0.05

 

61

0.23

62

0.50

 

62

0.06

 

62

0.24

63

0.53

 

63

0.06

 

63

0.26

64

0.56

 

64

0.07

 

64

0.27

65

0.59

 

65

0.07

 

65

0.29

66

0.62

 

66

0.07

 

66

0.30

67

0.65

 

67

0.08

 

67

0.32

68

0.67

 

68

0.08

 

68

0.33

69

0.70

 

69

0.08

 

69

0.35

70

0.73

 

70

0.09

 

70

0.36

71

0.76

 

71

0.09

 

71

0.37

72

0.79

 

72

0.09

 

72

0.39

73

0.82

 

73

0.10

 

73

0.40

74

0.85

 

74

0.10

 

74

0.42

75

0.88

 

75

0.10

 

75

0.43

76

0.90

 

76

0.11

 

76

0.44

77

0.93

 

77

0.11

 

77

0.46

78

0.96

 

78

0.11

 

78

0.47

79

0.99

 

79

0.12

 

79

0.49

80

1.02

 

80

0.12

 

80

0.50

81

1.05

 

81

0.12

 

81

0.51

82

1.08

 

82

0.13

 

82

0.53

83

1.11

 

83

0.13

 

83

0.54

84

1.14

 

84

0.13

 

84

0.56

85

1.16

 

85

0.14

 

85

0.57




FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009:

Appendix C-2

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%. These illustrations also assume some premium allocation into the fixed account. 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 subaccount returns averaged 0%, 6% or 10%, but fluctuated over and under those averages throughout the years shown.
 
     We based the illustration on page 102 on a Base Policy for an insured who is a 24 year old male in the Non-Tobacco rate class (the “representative insured”), annual premium paid on the first day of each Policy year of $578.00 and selecting the On Time GDBM Funding, 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 for the representative insured.
 
     The illustration for the representative insured on page 103 is based on the same factors as those on page 102, except the cost of insurance charges are based on the guaranteed cost of insurance rates and expenses (based on the Commissioners 1980 Standard Ordinary Tobacco and Non-Tobacco Mortality Tables).
 
     The amounts shown in the illustrations for the death benefits, cash values and net surrender values take into account the amount and timing of all Policy, subaccount and portfolio fees assessed under the Policy. The current illustration uses the current charges, and the guaranteed illustration uses the guaranteed charges. These charges are:
 

(1)     

the daily charge for assuming mortality and expense risks assessed against each subaccount. Currently, this charge is equivalent to an annual charge of 0.0% of the average net assets of each subaccount. The guaranteed maximum charge is equal to 0.00% in Policy years 1 through 5 and 0.50% (annually) after the first 5 Policy years;

(2)     

estimated daily expenses equivalent to an effective arithmetic average annual expense level of 1.23% of the portfolios’ gross average daily net assets. The 1.23% gross average portfolio expense level assumes an equal allocation of amounts among the 73 subaccounts available to new investors. We used annualized actual audited expenses incurred during 2008 for the portfolios to calculate the gross average annual expense level;

(3)     

the premium expense charge (0% of all premium payments in the first Policy year and 3% of all premiums paid thereafter) and cash value charges for the cost of insurance, the monthly Policy charge and the monthly per unit charge; and

(4)     

the surrender charge per $1,000 of the initial specified amount or each increase in specified amount applied to surrenders during the first 15 Policy years or during the first 15 Policy years from the date of any increase in specified amount.



     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 the fixed account, to particular subaccount 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.)
 


FOR POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008 AND ISSUED BEFORE JANUARY 1, 2009

WRL FORLIFE

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE
24

Specified Amount $100,000                         Non-TobaccoClass

Annual Premium      $578.00                         Option Type A

Using Current Cost of Insurance Rates
 

 

DEATH BENEFIT
Assuming Hypothetical Gross and Net Annual Investment Return of

TOTAL CASH VALUE
Assuming Hypothetical Gross and Net Annual Investment Return of

 

Separate Account
0% (Gross) ; -
1.23% (Net)

Separate Account
6% (Gross) ;
4.77% (Net)

Separate Account
10% (Gross) ;
8.77% (Net)

Separate Account
0% (Gross) ; -
1.23% (Net)

Separate Account
6% (Gross) ;
4.77% (Net)

Separate Account

10% (Gross) ; 8.77% (Net)

End of Policy Year

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account

4.10% (Gross and Net)

1

100,000

100,000

100,000

351

368

379

2

100,000

100,000

100,000

699

733

757

3

100,000

100,000

100,000

1,061

1,113

1,151

4

100,000

100,000

100,000

1,438

1,508

1,563

5

100,000

100,000

100,000

1,830

1,919

1,992

6

100,000

100,000

100,000

2,237

2,346

2,440

7

100,000

100,000

100,000

2,660

2,790

2,907

8

100,000

100,000

100,000

3,100

3,252

3,394

9

100,000

100,000

100,000

3,641

3,816

3,987

10

100,000

100,000

100,000

4,200

4,399

4,603

15

100,000

100,000

100,000

7,285

7,622

8,050

20

100,000

100,000

100,000

10,874

11,385

12,187

25

100,000

100,000

100,000

14,886

15,622

17,040

30 (Age 54)

100,000

100,000

100,000

19,206

20,233

22,655

35 (Age 59)

100,000

100,000

100,000

23,648

25,060

29,125

40 (Age 64)

100,000

100,000

100,000

27,754

29,697

36,478

45 (Age 69)

100,000

100,000

100,000

30,733

33,445

44,830

50 (Age 74)

100,000

100,000

100,000

31,116

35,030

54,559

55 (Age 79)

100,000

100,000

100,000

25,903

31,893

66,826

60 (Age 84)

100,000

100,000

100,000

7,601

17,704

84,957

65 (Age 89)

*

100,000

121,910

*

5,566

116,105

70 (Age 94)

*

100,000

164,026

*

7,096

160,809

75 (Age 99)

*

100,000

229,232

*

9,027

229,232

76 (Age 100)

*

100,000

246,305

*

9,471

246,305



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

POLICIES APPLIED FOR BEFORE OCTOBER 30, 2008AND ISSUED BEFORE JANUARY 1, 2009

WRL FORLIFE

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE
24

Specified Amount $100,000                         Non-TobaccoClass

Annual Premium      $578.00                         Option Type A

Using Current Cost of Insurance Rates

(continued)

 

NET SURRENDER VALUE
Assuming Hypothetical Gross and Net Annual Investment Return of

 

Separate Account
0% (Gross) ;

-1.23% (Net)

Separate Account
6% (Gross) ;

4.77% (Net)

Separate Account
10% (Gross) ;

8.77% (Net)

 

Separate Account
0% (Gross) ;

-1.23% (Net)

Separate Account
6% (Gross) ;

4.77% (Net)

Separate Account
10% (Gross) ;

8.77% (Net)

End of Policy Year

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

End of Policy Year

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and Net)

Fixed Account
4.10% (Gross and N
et)

1

-

-

-

25

14,886

15,622

17,040

2

11

45

69

30 (Age 54)

19,206

20,233

22,655

3

93

145

183

35 (Age 59)

23,648

25,060

29,125

4

470

540

595

40 (Age 64)

27,754

29,697

36,478

5

862

951

1,024

45 (Age 69)

30,733

33,445

44,830

6

1,366

1,475

1,569

50 (Age 74)

31,116

35,030

54,559

7

1,886

2,016

2,133

55 (Age 79)

25,903

31,893

66,826

8

2,422

2,574

2,717

60 (Age 84)

7,601

17,704

84,957

9

3,060

3,235

3,406

65 (Age 89)

*

5,566

116,105

10

3,716

3,915

4,119

70 (Age 94)

*

7,096

160,809

15

7,285

7,622

8,050

75 (Age 99)

*

9,027

229,232

20

10,874

11,385

12,187

76 (Age 100)

*

9,471

246,305




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 band, 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 registered representative, or our administrative office at:
 

     Western Reserve Life
     570 Carillon Parkway
     St. Petersburg, Florida 33716
     1-800-851-9777
     Facsimile: 1-727-299-1620 (for interfund transfers – 1-727-299-1648)
     (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, N.E., 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.finra.com or by calling 1-800-289-9999. You also can obtain an investor brochure from the Financial Industry Regulatory Authority (“FINRA”) describing its Public Disclosure Program.

SEC File No. 333-135005/811-4420

AG17000-05/2009


 

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2009

WRL FORLIFESM
issued through
WRL Series Life Account
by

Western Reserve Life Assurance Co. of Ohio

Administrative Office:

570 Carillon Parkway
St. Petersburg, Florida 33716
1-800-851-9777
(727) 299-1800

Direct payments by check and all correspondence
and notices to the Mailing Address:

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

This Statement of Additional Information (“SAI”) expands upon subjects discussed in the current prospectus for the WRL ForLifeSM 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, 2009, 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 mailing address at, Western Reserve Life, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499. The prospectus sets forth information that a prospective investor should know before investing in a Policy. Terms used in 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 Transamerica Series Trust – Initial Class, the Fidelity Variable Insurance Products Funds – Service Class 2 Shares, the ProFunds, the Access One Trust, the AllianceBernstein Variable Products Series Fund, and the Franklin Templeton Variable Insurance Products Trust.

AG17002/05/2009

Table of Contents                                                       

The Policy – General Provisions     1

Ownership Rights     1

Our Right to Contest the Policy     2

Suicide Exclusion     2

Misstatement of Age or Gender     2

Modifying the Policy     2

Mixed and Shared Funding     2

Death Benefit     3

Additional Information     3

Additional Information about Western Reserve and the Separate Account     3

Legal Matters     4

Variations in Policy Provisions     4

Personalized Illustrations of Policy Benefits     4

Sale of the Policies     4

Reports to Owners     4 Records     5

Independent Registered Public Accounting Firm     5

Experts     5

Financial Statements     5

Underwriters     5

Underwriting Standards     5

IMSA     6

Performance Data     6

Other Performance Data in Advertising Sales Literature     6

Western Reserve's Published Ratings     6

Index to Financial Statements     7

WRL Series Life Account:     S-1

Western Reserve Life Assurance Co. of Ohio      G-1

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 is effective as of the date that the written notice is accepted by us in good order, at our mailing address.

 

·

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 address.



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 in good order, at our mailing address.

 

·

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 address.



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 address;

   

>

responsible for the validity of any assignment;

   

>

liable for any payment we made before we received written notice of the assignment at our mailing address; or

   

>

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.



Selecting the tax test

·

The owner may elect either the guideline premium test or the cash value accumulation test. Your election may affect the amount of the death benefit payable under your Policy, the amount of premiums you may pay, and the amount of your monthly deduction.



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 for two years from the Policy date. For any portion of the specified amount that is issued as a result of a conversion, the contestability period is measured from the later of the policy date of the policy that was converted or the latest effective date of reinstatement of the converted policy.
 
     A new two year contestability period shall apply to each increase in specified amount that requires evidence of insurability, beginning on the effective date of each increase and will apply only to statements made in the application for the increase.
 
     In the absence of fraud, we cannot bring any legal action to contest the validity of the Policy after the Policy, or requested increase that requires evidence of insurability, 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. For any portion of the specified amount that is issued as a result of a conversion, the suicide period is measured from the later of the policy date of the policy that was converted or the latest effective date of reinstatement of the converted policy.
 
     If the insured commits suicide, while sane or insane, within two years from the effective date of any increase in specified amount that requires evidence of insurability, our liability with respect to such increase will be limited to its cost of insurance charges, any monthly per unit charges and return of premium.
 

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 and monthly per unit 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 registered representative 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, each fund’s 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.
 

Death Benefit

     To qualify as “life insurance” under the federal tax laws, the Policy must provide a minimum death benefit. The minimum death benefit will be determined as of the date of death of the insured. Under current federal tax law, either the “guideline premium” test or the “cash value accumulation” test may be used to determine whether the Policy qualifies as “life insurance” under the Internal Revenue Code.
 
     The “guideline premium” tax test limits the dollar amount of payments you may make under a Policy. There are no such legal limits on the amount of premium payments under the “cash value accumulation” tax test, although we may apply our own limits. The factors used to determine the minimum death benefit applicable to a given cash value are different under the two tests.
 
     You must elect one of the tax tests at the time of application for the Policy. You may not change tests.
You should consult a qualified tax advisor in choosing between the “guideline premium” and the “cash value accumulation” tests and in choosing a death benefit option.
 
     
The minimum death benefit is computed by multiplying the cash value as of the date of the insured’s death by a limitation percentage for the insured’s age. Under the cash value accumulation test the cash value in this calculation is reduced by any applicable net single premium for riders that are qualified additional benefits before multiplying by the limitation percentage. The minimum death benefit factors will be adjusted to conform to any changes in federal tax laws.

Additional Information

     

Additional Information about Western Reserve and the Separate Account

     Western Reserve is a stock life insurance company that 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 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.

Legal Matters

     Sutherland Asbill & Brennan LLP, of Washington, D.C., has provided legal advice to Western Reserve regarding certain matters under the federal securities laws that relate to the Policy. Arthur D. Woods, Vice President and Senior Counsel of Western Reserve, has provided legal advice on certain matters in connection with the issuance of the Policy.

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 differences in charges, or Policy features may be unavailable or known by a different name. Please refer to your Policy; 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 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 currently offer the Policies on a continuous basis. We anticipate continuing to offer the Policies, but reserve the right to discontinue the offering.

TCI serves 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 Financial Industry Regulatory Authority (“FINRA”). 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 year 2007and 2006, before TCI replaced our affiliate, AFSG Securities Corporation (“AFSG”) as principal underwriter for the Policies, the amounts paid to AFSG were $21,215,096 and $70,977,287, respectively. The amount paid to TCI for the period May 1, 2007 through December 31, 2007, in connection with all Policies sold through the separate account, was $44,112,185. During fiscal year 2008, the amount paid to TCI in connection with all Policies sold through the separate account was $_______. AFSG and TCI passed through to selling firms, and did not retain, any portion of any commissions they received. 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, 2008, and for the periods disclosed in the financial statements, and the statutory-basis financial statements and schedules of Western Reserve at December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008, appearing herein, have been audited by Ernst & Young LLP, 801 Grand Avenue, Suite 3000, Des Moines, Iowa 50309, independent registered public accounting firm, as set forth in the firm’s 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, Senior 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 its 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, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, 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

     The 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, issue age on the Policy date, issue age at the time of any increase in specified amount, specified amount band, length of time from the Policy date or from the date of any increase in specified amount, and underwriting class. We currently place insureds into the following underwriting classes:
 

·

preferred elite;

·

preferred plus;

·

preferred;

·

non-tobacco;

·

preferred tobacco;

·

tobacco; and

·

juvenile – under 18.



     We also place insureds in various sub-standard underwriting classes, which involve a higher mortality risk and higher charges. We generally charge higher rates for insureds who use tobacco.

IMSA

 

     We are a member of the Insurance Marketplace Standards Association ("IMSA"). IMSA is an independent, voluntary organization of life insurance companies. It promotes high ethical standards in the sales and advertising of individual life insurance, long-term care insurance and annuity products. Through its Principles and Code of Ethical Market Conduct, IMSA encourages its member companies to develop and implement policies and procedures to promote sound market practices. Companies must undergo a rigorous self and independent assessment of their practices to become a member of IMSA. The IMSA logo in our sales literature shows our ongoing commitment to these standards. You may find more information about IMSA and its ethical standards at www.imsaethics.org in the "Consumer" section or by contacting IMSA at 240-497-2900.

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 (date 2009)
Statements of Assets and Liabilities at December 31, 2008
Statements of Operations for the year ended December 31, 2008
Statements of Changes in Net Assets for the years ended December 31, 2008 and 2007
Notes to the Financial Statements

Western Reserve Life Assurance Co. of Ohio

Report of Independent Registered Public Accounting Firm, dated (date 2009)

Balance Sheets Statutory-Basis at December 31, 2008 and 2007
Statements of Operations Statutory-Basis for the years ended December 31, 2008, 2007 and 2006

Statements of Changes in Capital and Surplus Statutory-Basis for the years ended December 31, 2008, 2007 and 2006

Statements of Cash Flow Statutory-Basis for the years ended December 31, 2008, 2007 and 2006
Notes to Financial Statements--Statutory-Basis
Statutory-Basis Financial Statement Schedules
 


Report of Independent Registered Public Accounting Firm
 

The Board of Directors and Contract Owners

of the WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio
 

We have audited the accompanying statements of assets and liabilities of each of the subaccounts constituting the WRL Series Life Account (comprised of the Transamerica JPMorgan Core Bond VP, Transamerica Asset Allocation – Conservative VP, Transamerica Asset Allocation – Growth VP, Transamerica Asset Allocation – Moderate Growth VP, Transamerica Asset Allocation – Moderate VP, Transamerica International Moderate Growth VP, Transamerica MFS International Equity VP, Transamerica Capital Guardian U.S. Equity VP, Transamerica Capital Guardian Value VP, Transamerica Clarion Global Real Estate Securities VP, Transamerica Federated Market Opportunity VP, Transamerica Science & Technology VP, Transamerica JPMorgan Mid Cap Value VP, Transamerica JPMorgan Enhanced Index VP, Transamerica Marsico Growth VP, Transamerica BlackRock Large Cap Value VP, Transamerica MFS High Yield VP, Transamerica Munder Net50 VP, Transamerica PIMCO Total Return VP, Transamerica Legg Mason Partners All Cap VP, Transamerica T. Rowe Price Equity Income VP, Transamerica T. Rowe Price Small Cap VP, Transamerica Templeton Global VP, Transamerica Third Avenue Value VP, Transamerica Balanced VP, Transamerica Convertible Securities VP, Transamerica Equity VP, Transamerica Growth Opportunities VP, Transamerica Money Market VP, Transamerica Small/MidCap Value VP, Transamerica U.S. Government Securities VP, Transamerica Value Balanced VP, Transamerica Van Kampen Mid-Cap Growth VP, Transamerica Index 50 VP, Transamerica Index 75 VP, ProFund VP Bull, ProFund VP Money Market, ProFund VP NASDAQ-100, ProFund VP Short Small-Cap, ProFund VP Small-Cap, Access VP High Yield, ProFund VP Europe 30, ProFund VP Oil & Gas, ProFund VP Ultra Small-Cap, ProFund VP Utilities, ProFund VP Consumer Services, ProFund VP Pharmaceuticals, ProFund VP Small-Cap Value, ProFund VP Falling U.S. Dollar, ProFund VP Emerging Markets, ProFund VP International, ProFund VP Asia 30, ProFund VP Japan, ProFund VP Short NASDAQ-100, ProFund VP U.S. Government Plus, ProFund VP Basic Materials, ProFund VP Financials, ProFund VP Precious Metals, ProFund VP Telecommunications, ProFund VP Mid-Cap, ProFund VP Short Emerging Markets, ProFund VP Short International, Fidelity VIP Contrafund®, Fidelity VIP Equity-Income, Fidelity VIP Growth Opportunities and Fidelity VIP Index 500 subaccounts) as of December 31, 2008, 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, 2008 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, 2008, 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 25, 2009


Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



 

   

Transamerica JPMorgan Core Bond VP

Transamerica Asset Allocation - Conservative VP

Transamerica Asset Allocation - Growth VP

Transamerica Asset Allocation - Moderate Growth VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

4,249,903.498

4,499,839.771

29,583,534.267

28,177,581.283

Cost

 

$ 50,663,035

$ 47,245,445

$ 338,173,322

$ 331,671,164

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 50,786,347

$ 37,303,672

$ 194,363,820

$ 229,929,063

Receivable for units sold

5

-

-

2,107

Total assets

 

50,786,352

37,303,672

194,363,820

229,931,170

           

Liabilities

         

Payable for units redeemed

 

-

4,337

256

-

   

$ 50,786,352

$ 37,299,335

$ 94,363,564

$ 229,931,170

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 50,786,352

$ 37,299,335

$ 94,363,564

$ 229,931,170

Total net assets

 

$ 50,786,352

$ 37,299,335

$ 194,363,564

$ 229,931,170

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

1,385,002

3,017,230

14,678,104

16,417,443

M&E - 0.75%

 

186,672

341,301

5,252,151

5,456,318

M&E - 0.00%

 

286

6,118

51,301

69,781

M&E - 1.50%

 

47

294

1,822

3,977

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 35.020967

$ 1.145331

$ 9.701650

$ 0.509528

M&E - 0.75%

 

$ 12.205998

$ 10.596197

$ 9.824725

$ 10.416946

M&E - 0.00%

 

$ 11.369629

$ 8.563181

$ 6.788673

$ 7.506094

M&E - 1.50%

 

$ 10.272113

$ 8.224675

$ 6.881551

$ 7.452775

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica Asset Allocation - Moderate VP

Transamerica International Moderate Growth VP

Transamerica MFS International Equity VP

Transamerica Capital Guardian US Equity VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

8,875,670.841

1,111,929.560

7,485,981.067

272,125.728

Cost

 

$ 100,864,852

$ 11,427,830

$ 63,121,640

$ 2,438,426

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 74,200,608

$ 7,472,167

$ 37,280,186

$ 1,281,712

Receivable for units sold

652

3

-

1

Total assets

 

74,201,260

7,472,170

37,280,186

1,281,713

           

Liabilities

         

Payable for units redeemed

 

-

-

99

-

   

$ 74,201,260

$ 7,472,170

$ 37,280,087

$ 1,281,713

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 74,201,260

$ 7,472,170

$ 37,280,087

$ 1,281,713

Total net assets

 

$ 74,201,260

$ 7,472,170

$ 37,280,087

$ 1,281,713

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

5,476,925

646,035

3,794,182

159,767

M&E - 0.75%

 

1,266,848

395,961

6,509

919

M&E - 0.00%

 

12,266

12,498

6

888

M&E - 1.50%

 

459

463

373

-

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 11.049930

$ 7.069717

$ 9.813748

$ 7.952786

M&E - 0.75%

 

$ 10.717144

$ 7.097876

$ 6.489796

$ 6.139467

M&E - 0.00%

 

$ 8.233158

$ 7.292654

$ 6.522370

$ 6.170355

M&E - 1.50%

 

$ 7.933200

$ 7.036737

$ 7.129773

$ 6.978347

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica Capital Guardian Value VP

Transamerica Clarion Global Real Estate Securities VP

Transamerica Federated Market Opportunity VP

Transamerica Science & Technology VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

222,965.969

4,566,630.929

5,730,947.167

3,620,914.049

Cost

 

$ 4,037,757

$ 79,081,488

$ 86,405,073

$ 17,088,055

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 2,109,258

$ 35,802,386

$ 76,622,764

$ 9,450,586

Receivable for units sold

2

-

-

31

Total assets

 

2,109,260

35,802,386

76,622,764

9,450,617

           

Liabilities

         

Payable for units redeemed

 

-

265

2,328

-

   

$ 2,109,260

$ 35,802,121

$ 76,620,436

$ 9,450,617

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 2,109,260

$ 35,802,121

$ 76,620,436

$ 9,450,617

Total net assets

 

$ 2,109,260

$ 35,802,121

$ 76,620,436

$ 9,450,617

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

208,672

1,933,639

2,318,674

3,185,850

M&E - 0.75%

 

39,660

181,607

455,851

70,676

M&E - 0.00%

 

3,324

4,078

2,171

2,764

M&E - 1.50%

 

3

1,068

14

31

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 8.373031

$ 17.361890

$ 30.755078

$ 2.792099

M&E - 0.75%

 

$ 8.639412

$ 12.112581

$ 11.601175

$ 7.580627

M&E - 0.00%

 

$ 5.830206

$ 5.803895

$ 9.633044

$ 7.033994

M&E - 1.50%

 

$ 7.485218

$ 6.638974

$ 8.980597

$ 6.393279

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica JPMorgan Mid Cap Value VP

Transamerica JPMorgan Enhanced Index VP

Transamerica Marsico Growth VP

Transamerica BlackRock Large Cap Value VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

843,540.260

152,637.861

1,403,224.969

3,499,562.195

Cost

 

$ 11,371,916

$ 2,121,714

$ 14,408,559

$ 56,603,019

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 7,802,747

$ 1,243,999

$ 10,355,800

$ 38,810,145

Receivable for units sold

-

2

111

-

Total assets

 

7,802,747

1,244,001

10,355,911

38,810,145

           

Liabilities

         

Payable for units redeemed

 

1,014

-

-

615

   

$ 7,801,733

$ 1,244,001

$ 10,355,911

$ 38,809,530

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 7,801,733

$ 1,244,001

$ 10,355,911

$ 38,809,530

Total net assets

 

$ 7,801,733

$ 1,244,001

$ 10,355,911

$ 38,809,530

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

659,236

122,365

1,380,025

2,068,927

M&E - 0.75%

 

3,394

21,462

72,655

103,092

M&E - 0.00%

 

-

26

1,778

7,692

M&E - 1.50%

 

-

-

22

356

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 11.783686

$ 8.600666

$ 7.027104

$ 18.149115

M&E - 0.75%

 

$ 9.872983

$ 8.918190

$ 8.878294

$ 11.665426

M&E - 0.00%

 

$ -

$ 6.777392

$ 7.388869

$ 7.158778

M&E - 1.50%

 

$ -

$ 7.236194

$ 6.900056

$ 7.470872

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica MFS High Yield VP

Transamerica Munder Net50 VP

Transamerica PIMCO Total Return VP

Transamerica Legg Mason Partners All Cap VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

156,527.674

1,393,390.885

1,733,163.544

3,241,904.056

Cost

 

$ 1,258,308

$ 13,089,042

$ 19,863,434

$ 40,609,110

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 918,817

$ 6,966,954

$ 18,475,523

$ 24,087,347

Receivable for units sold

-

-

-

-

Total assets

 

918,817

6,966,954

18,475,523

24,087,347

           

Liabilities

         

Payable for units redeemed

 

-

1,051

2

590

   

$ 918,817

$ 6,965,903

$ 18,475,521

$ 24,086,757

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 918,817

$ 6,965,903

$ 18,475,521

$ 24,086,757

Total net assets

 

$ 918,817

$ 6,965,903

$ 18,475,521

$ 24,086,757

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

69,559

1,016,221

1,366,059

2,247,438

M&E - 0.75%

 

23,451

65,157

128,870

48,915

M&E - 0.00%

 

1,680

687

6,883

6,897

M&E - 1.50%

 

-

39

-

-

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 9.847976

$ 6.334182

$ 12.384243

$ 10.503779

M&E - 0.75%

 

$ 9.408055

$ 8.040709

$ 11.520877

$ 8.865693

M&E - 0.00%

 

$ 7.842151

$ 6.988209

$ 10.639140

$ 6.740679

M&E - 1.50%

 

$ 7.581136

$ 6.596048

$ 9.724432

$ 7.192237

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica T. Rowe Price Equity Income VP

Transamerica T. Rowe Price Small Cap VP

Transamerica Templeton Global VP

Transamerica Third Avenue Value VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

1,981,395.187

2,645,977.683

11,128,702.534

7,265,446.788

Cost

 

$ 32,804,437

$ 26,174,574

$ 261,913,764

$ 123,609,302

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 16,505,022

$ 13,944,302

$ 153,798,669

$ 61,756,298

Receivable for units sold

212

117

-

2,442

Total assets

 

16,505,234

13,944,419

153,798,669

61,758,740

           

Liabilities

         

Payable for units redeemed

 

-

-

318

-

   

$ 16,505,234

$ 13,944,419

$ 153,798,351

$ 61,758,740

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 16,505,234

$ 13,944,419

$ 153,798,351

$ 61,758,740

Total net assets

 

$ 16,505,234

$ 13,944,419

$ 153,798,351

$ 61,758,740

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

1,794,859

1,507,084

8,082,863

3,357,862

M&E - 0.75%

 

103,187

136,002

177,577

306,602

M&E - 0.00%

 

3,838

83

10,866

13,193

M&E - 1.50%

 

5

-

43

1,124

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 8.621935

$ 8.458890

$ 18.814607

$ 17.419557

M&E - 0.75%

 

$ 9.726436

$ 8.790842

$ 9.284293

$ 10.362239

M&E - 0.00%

 

$ 6.879917

$ 7.104083

$ 6.764536

$ 6.193222

M&E - 1.50%

 

$ 7.462544

$ 6.819095

$ 6.630354

$ 6.648425

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica Balanced VP

Transamerica Convertible Securities VP

Transamerica Equity VP

Transamerica Growth Opportunities VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

442,314.994

449,881.038

32,492,405.920

4,633,364.564

Cost

 

$ 5,222,607

$ 4,904,408

$ 822,319,274

$ 71,826,715

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 3,706,600

$ 2,793,761

$ 486,736,241

$ 35,862,242

Receivable for units sold

1,706

66

296

-

Total assets

 

3,708,306

2,793,827

486,736,537

35,862,242

           

Liabilities

         

Payable for units redeemed

 

-

-

-

1,547

   

$ 3,708,306

$ 2,793,827

$ 486,736,537

$ 35,860,695

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 3,708,306

$ 2,793,827

$ 486,736,537

$ 35,860,695

Total net assets

 

$ 3,708,306

$ 2,793,827

$ 486,736,537

$ 35,860,695

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

333,440

237,304

49,362,224

3,380,011

M&E - 0.75%

 

29,268

28,573

463,948

131,924

M&E - 0.00%

 

6

258

8,202

884

M&E - 1.50%

 

5

29

941

144

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 10.239191

$ 10.600586

$ 9.771856

$ 10.198795

M&E - 0.75%

 

$ 10.047303

$ 9.662401

$ 9.305877

$ 10.468514

M&E - 0.00%

 

$ 7.807174

$ 7.693978

$ 6.394678

$ 7.455580

M&E - 1.50%

 

$ 7.535072

$ 6.902165

$ 6.472692

$ 7.038976

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica Money Market VP

Transamerica Small/MidCap Value VP

Transamerica U.S. Government Securities VP

Transamerica Value Balanced VP

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

106,465,003.160

1,318,683.304

1,684,090.699

10,648,193.807

Cost

 

$ 106,465,003

$ 26,758,374

$ 20,545,934

$ 134,726,487

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 106,465,003

$ 15,296,726

$ 21,286,906

$ 91,467,985

Receivable for units sold

302

10

-

-

Total assets

 

106,465,305

15,296,736

21,286,906

91,467,985

           

Liabilities

         

Payable for units redeemed

 

-

-

-

48

   

$ 106,465,305

$ 15,296,736

$ 21,286,906

$ 91,467,937

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 106,465,305

$ 15,296,736

$ 21,286,906

$ 91,467,937

Total net assets

 

$ 106,465,305

$ 15,296,736

$ 21,286,906

$ 91,467,937

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

4,421,474

1,127,666

1,261,807

5,062,183

M&E - 0.75%

 

1,088,263

265,697

429,359

39,235

M&E - 0.00%

 

1,260

5,876

4,149

1,364

M&E - 1.50%

 

165

2,348

221

6

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 21.301316

$ 10.921429

$ 12.711691

$ 17.989320

M&E - 0.75%

 

$ 11.271892

$ 10.996790

$ 12.104896

$ 9.996962

M&E - 0.00%

 

$ 10.837603

$ 7.686599

$ 11.455941

$ 7.649702

M&E - 1.50%

 

$ 10.021718

$ 5.975130

$ 10.468880

$ 7.520268

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Transamerica Van Kampen Mid-Cap Growth VP

Transamerica Index 50 VP

Transamerica Index 75 VP

ProFund VP Bull

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

12,654,100.668

13,000.045

19,149.358

45,648.370

Cost

 

$ 303,364,244

$ 102,138

$ 167,603

$ 825,539

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 171,969,228

$ 107,640

$ 139,982

$ 864,124

Receivable for units sold

-

-

2

-

Total assets

 

171,969,228

107,640

139,984

864,124

           

Liabilities

         

Payable for units redeemed

 

750

-

-

227

   

$ 171,968,478

$ 107,640

$ 139,984

$ 863,897

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 171,968,478

$ 107,640

$ 139,984

$ 863,897

Total net assets

 

$ 171,968,478

$ 107,640

$ 139,984

$ 863,897

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

6,783,097

12,925

18,948

102,911

M&E - 0.75%

 

115,678

150

312

16,024

M&E - 0.00%

 

2,732

3

3

-

M&E - 1.50%

 

76

-

2

3

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 25.211522

$ 8.230487

$ 7.266233

$ 7.259718

M&E - 0.75%

 

$ 8.100949

$ 8.238683

$ 7.273482

$ 7.287342

M&E - 0.00%

 

$ 6.851235

$ 8.280000

$ 7.310000

$ 6.653757

M&E - 1.50%

 

$ 6.139565

$ 8.706569

$ 7.852876

$ 7.163132

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

ProFund VP Money Market

ProFund VP NASDAQ-100

ProFund VP Short Small-Cap

ProFund VP Small-Cap

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

34,728,852.930

143,788.991

260,693.074

78,446.066

Cost

 

$ 34,728,853

$ 1,614,770

$ 4,669,880

$ 1,394,351

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 34,728,853

$ 1,539,980

$ 4,619,481

$ 1,393,202

Receivable for units sold

1,592

3,485

776

3,010

Total assets

 

34,730,445

1,543,465

4,620,257

1,396,212

           

Liabilities

         

Payable for units redeemed

 

-

-

-

-

   

$ 34,730,445

$ 1,543,465

$ 4,620,257

$ 1,396,212

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 34,730,445

$ 1,543,465

$ 4,620,257

$ 1,396,212

Total net assets

 

$ 34,730,445

$ 1,543,465

$ 4,620,257

$ 1,396,212

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

2,504,147

178,990

377,905

156,138

M&E - 0.75%

 

811,998

24,113

28,827

43,643

M&E - 0.00%

 

1

-

4,260

196

M&E - 1.50%

 

-

-

-

-

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 10.463441

$ 7.595978

$ 11.223047

$ 6.976554

M&E - 0.75%

 

$ 10.503028

$ 7.624865

$ 11.265684

$ 7.003096

M&E - 0.00%

 

$ 10.534986

$ 6.856594

$ 12.734344

$ 6.467984

M&E - 1.50%

 

$ 9.943386

$ 6.586579

$ 10.991984

$ 7.304007

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Access VP High Yield

ProFund VP Europe 30

ProFund VP Oil & Gas

ProFund VP UltraSmall-Cap

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

408,451.489

13,458.857

47,034.319

55,636.666

Cost

 

$ 10,117,669

$ 229,711

$ 2,820,069

$ 371,518

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 10,141,850

$ 219,649

$ 1,826,813

$ 432,297

Receivable for units sold

117

7

59

-

Total assets

 

10,141,967

219,656

1,826,872

432,297

           

Liabilities

         

Payable for units redeemed

 

-

-

-

34

   

$ 10,141,967

$ 219,656

$ 1,826,872

$ 432,263

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 10,141,967

$ 219,656

$ 1,826,872

$ 432,263

Total net assets

 

$ 10,141,967

$ 219,656

$ 1,826,872

$ 432,263

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

923,134

34,639

216,766

58,430

M&E - 0.75%

 

100,983

1,287

70,652

49,186

M&E - 0.00%

 

2

633

11

-

M&E - 1.50%

 

-

-

145

-

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 9.901889

$ 6.007191

$ 6.350986

$ 4.014395

M&E - 0.75%

 

$ 9.914286

$ 6.014748

$ 6.358969

$ 4.019470

M&E - 0.00%

 

$ 9.976772

$ 6.052780

$ 6.399188

$ 4.045041

M&E - 1.50%

 

$ 9.752608

$ 6.237657

$ 5.876056

$ 4.624466

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

ProFund VP Utilities

ProFund VP Consumer Services

ProFund VP Pharmaceuticals

ProFund VP Small-Cap Value

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

17,708.486

6,947.357

22,065.697

8,319.458

Cost

 

$ 539,649

$ 136,467

$ 465,057

$ 155,745

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 456,525

$ 140,059

$ 445,065

$ 154,992

Receivable for units sold

7

1

5

4

Total assets

 

456,532

140,060

445,070

154,996

           

Liabilities

         

Payable for units redeemed

 

-

-

-

-

   

$ 456,532

$ 140,060

$ 445,070

$ 154,996

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 456,532

$ 140,060

$ 445,070

$ 154,996

Total net assets

 

$ 456,532

$ 140,060

$ 445,070

$ 154,996

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

46,874

19,360

42,667

17,092

M&E - 0.75%

 

14,108

469

8,435

4,126

M&E - 0.00%

 

17

-

505

242

M&E - 1.50%

 

8

7

-

-

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 7.481180

$ 7.060069

$ 8.621734

$ 7.220372

M&E - 0.75%

 

$ 7.490558

$ 7.068930

$ 8.632556

$ 7.229439

M&E - 0.00%

 

$ 7.537860

$ 7.113620

$ 8.687044

$ 7.275181

M&E - 1.50%

 

$ 7.186101

$ 7.878391

$ 9.195826

$ 7.875522

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

ProFund VP Falling US Dollar

ProFund VP Emerging Markets

ProFund VP International

ProFund VP Asia 30

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

25,244.533

41,958.540

22,998.460

15,716.857

Cost

 

$ 805,997

$ 743,064

$ 507,309

$ 879,271

           
           

Investments in mutual funds,

       

Level 1 quoted prices

         

at net asset value

 

$ 759,860

$ 727,561

$ 388,444

$ 618,458

Receivable for units sold

242

61

32

53

Total assets

 

760,102

727,622

388,476

618,511

           

Liabilities

         

Payable for units redeemed

 

-

-

-

-

   

$ 760,102

$ 727,622

$ 388,476

$ 618,511

           

Net Assets:

         

Deferred annuity contracts

       

terminable by owners

 

$ 760,102

$ 727,622

$ 388,476

$ 618,511

Total net assets

 

$ 760,102

$ 727,622

$ 388,476

$ 618,511

           
           

Accumulation units outstanding:

       

M&E - 0.90%

 

46,636

115,525

53,905

96,112

M&E - 0.75%

 

36,995

29,124

10,860

15,900

M&E - 0.00%

 

26

30

-

-

M&E - 1.50%

 

-

9

1

103

           
           

Accumulation unit value:

       

M&E - 0.90%

 

$ 9.080781

$ 5.027614

$ 5.996874

$ 5.514951

M&E - 0.75%

 

$ 9.092165

$ 5.033930

$ 6.004411

$ 5.521895

M&E - 0.00%

 

$ 9.149490

$ 5.065815

$ 6.042382

$ 5.556857

M&E - 1.50%

 

$ 8.912185

$ 5.635835

$ 6.472289

$ 6.456407

           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

ProFund VP Japan

ProFund VP Short NASDAQ-100

ProFund VP U.S. Government Plus

ProFund VP Basic Materials

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

4,722.901

61,439.242

90,006.041

24,281.119

Cost

 

$ 56,861

$ 1,265,682

$ 3,331,495

$ 1,136,336

 

 

 

 

 

 

 

 

 

 

 

 

Investments in mutual funds,

 

 

 

 

Level 1 quoted prices

 

 

 

 

 

at net asset value

 

$ 58,611

$ 1,245,988

$ 4,253,685

$ 607,514

Receivable for units sold

3

82

243

97

Total assets

 

58,614

1,246,070

4,253,928

607,611

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Payable for units redeemed

-

-

-

-

 

 

$ 58,614

$ 1,246,070

$ 4,253,928

$ 607,611

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Deferred annuity contracts

 

 

 

 

terminable by owners

 

$ 58,614

$ 1,246,070

$ 4,253,928

$ 607,611

Total net assets

 

$ 58,614

$ 1,246,070

$ 4,253,928

$ 607,611

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation units outstanding:

 

 

 

 

M&E - 0.90%

 

6,656

86,659

244,680

98,070

M&E - 0.75%

 

2,355

8,529

38,855

31,439

M&E - 0.00%

 

12

3,081

2

20

M&E - 1.50%

 

-

-

1

24

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation unit value:

 

 

 

 

M&E - 0.90%

 

$ 6.494548

$ 12.675777

$ 15.000450

$ 4.688636

M&E - 0.75%

 

$ 6.502701

$ 12.691626

$ 15.019193

$ 4.694538

M&E - 0.00%

 

$ 6.543783

$ 12.771516

$ 15.113639

$ 4.724287

M&E - 1.50%

 

$ 6.707273

$ 13.026291

$ 14.861985

$ 4.761801

           
           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

ProFund VP Financials

ProFund VP Precious Metals

ProFund VP Telecommunications

ProFund VP Mid-Cap

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

35,120.174

69,252.121

66,336.249

42,941.978

Cost

 

$ 719,680

$ 2,142,279

$ 441,199

$ 855,522

 

 

 

 

 

 

 

 

 

 

 

 

Investments in mutual funds,

 

 

 

 

Level 1 quoted prices

 

 

 

 

 

at net asset value

 

$ 555,601

$ 2,165,514

$ 448,433

$ 783,691

Receivable for units sold

15

189

72

10

Total assets

 

555,616

2,165,703

448,505

783,701

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Payable for units redeemed

-

-

-

-

 

 

$ 555,616

$ 2,165,703

$ 448,505

$ 783,701

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Deferred annuity contracts

 

 

 

 

terminable by owners

 

$ 555,616

$ 2,165,703

$ 448,505

$ 783,701

Total net assets

 

$ 555,616

$ 2,165,703

$ 448,505

$ 783,701

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation units outstanding:

 

 

 

 

M&E - 0.90%

 

77,521

302,962

54,203

81,347

M&E - 0.75%

 

26,913

60,339

3,850

39,405

M&E - 0.00%

 

-

1,379

-

539

M&E - 1.50%

 

152

351

2

5

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation unit value:

 

 

 

 

M&E - 0.90%

 

$ 5.308638

$ 5.931092

$ 7.724867

$ 6.458127

M&E - 0.75%

 

$ 5.315336

$ 5.938541

$ 7.734543

$ 6.466250

M&E - 0.00%

 

$ 5.349115

$ 5.976149

$ 7.783335

$ 6.507160

M&E - 1.50%

 

$ 6.810715

$ 6.379222

$ 8.221187

$ 6.751723

           
           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

ProFund VP Short Emerging Markets

ProFund VP Short International

Fidelity VIP Contrafund®

Fidelity VIP Equity-Income

   

Subaccount

Subaccount

Subaccount

Subaccount

Assets

         

Investment in securities:

       

Number of shares

 

52,234.770

45,262.182

876,382.674

509,024.685

Cost

 

$ 2,028,380

$ 2,027,829

$ 22,571,142

$ 11,955,325

 

 

 

 

 

 

 

 

 

 

 

 

Investments in mutual funds,

 

 

 

 

Level 1 quoted prices

 

 

 

 

 

at net asset value

 

$ 1,686,661

$ 1,837,645

$ 13,268,434

$ 6,617,321

Receivable for units sold

126

38

9,784

203

Total assets

 

1,686,787

1,837,683

13,278,218

6,617,524

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Payable for units redeemed

-

-

-

-

 

 

$ 1,686,787

$ 1,837,683

$ 13,278,218

$ 6,617,524

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Deferred annuity contracts

 

 

 

 

terminable by owners

 

$ 1,686,787

$ 1,837,683

$ 13,278,218

$ 6,617,524

Total net assets

 

$ 1,686,787

$ 1,837,683

$ 13,278,218

$ 6,617,524

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation units outstanding:

 

 

 

 

M&E - 0.90%

 

112,995

118,118

1,489,388

776,801

M&E - 0.75%

 

15,336

25,553

-

-

M&E - 0.00%

 

-

-

-

-

M&E - 1.50%

 

81

1

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation unit value:

 

 

 

 

M&E - 0.90%

 

$ 13.134333

$ 12.787938

$ 8.915216

$ 8.518943

M&E - 0.75%

 

$ 13.150772

$ 12.803946

$ -

$ -

M&E - 0.00%

 

$ 13.233629

$ 12.884637

$ -

$ -

M&E - 1.50%

 

$ 12.206635

$ 11.973479

$ -

$ -

           
           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Assets and Liabilities

December 31, 2008



   

Fidelity VIP Growth Opportunities

Fidelity VIP Index 500

   
   

Subaccount

Subaccount

   

Assets

         

Investment in securities:

       

Number of shares

 

230,050.095

56,124.882

 

 

Cost

 

$ 4,613,355

$ 7,952,024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in mutual funds,

 

 

 

 

Level 1 quoted prices

 

 

 

 

 

at net asset value

 

$ 2,282,097

$ 5,528,301

 

 

Receivable for units sold

-

2

 

 

Total assets

 

2,282,097

5,528,303

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Payable for units redeemed

8,516

-

 

 

 

 

$ 2,273,581

$ 5,528,303

 

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Deferred annuity contracts

 

 

 

 

terminable by owners

 

$ 2,273,581

$ 5,528,303

 

 

Total net assets

 

$ 2,273,581

$ 5,528,303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation units outstanding:

 

 

 

 

M&E - 0.90%

 

491,716

258,210

 

 

M&E - 0.75%

 

-

368,701

 

 

M&E - 0.00%

 

-

5,086

 

 

M&E - 1.50%

 

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation unit value:

 

 

 

 

M&E - 0.90%

 

$ 4.623767

$ 8.447176

 

 

M&E - 0.75%

 

$ -

$ 8.984076

 

 

M&E - 0.00%

 

$ -

$ 6.826290

 

 

M&E - 1.50%

 

$ -

$ 7.186751

 

 

           
           

See accompanying notes.

       



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



 

       

Transamerica JPMorgan Core Bond VP

Transamerica Asset Allocation - Conservative VP

Transamerica Asset Allocation - Growth VP

Transamerica Asset Allocation - Moderate Growth VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 2,307,636

$ 1,219,138

$ 8,074,332

$ 9,380,193

Expenses

 

 

 

 

 

 

 

Administrative, mortality and

 

 

 

 

 

 

expense risk charge

 

463,043

340,867

2,359,351

2,661,857

Net investment income (loss)

 

1,844,593

878,271

5,714,981

6,718,336

 

 

 

 

 

 

 

 

Net realized and unrealized capital gains (losses)

 

 

 

 

on investments

 

 

 

 

 

Net realized capital gains (losses) on investments:

 

 

 

 

Realized gain distributions

 

 

-

2,217,229

49,556,796

33,549,320

Proceeds from sales

 

 

15,053,994

7,832,432

36,692,967

39,080,660

Cost of investments sold

 

 

15,454,391

9,358,504

43,013,389

42,604,550

Net realized capital gains (losses) on investments

(400,397)

691,157

43,236,374

30,025,430

 

 

 

 

 

 

 

 

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments:

 

 

 

 

 

 

Beginning of period

 

 

(537,969)

704,879

39,426,274

55,636,643

End of period

 

 

123,312

(9,941,773)

(143,809,502)

(101,742,101)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

 

 

661,281

(10,646,652)

(183,235,776)

(157,378,744)

 

 

 

 

 

 

 

 

Net realized and unrealized capital gains (losses)

 

 

 

 

on investments

 

 

260,884

(9,955,495)

(139,999,402)

(127,353,314)

 

 

 

 

 

 

 

 

Increase (decrease) in net assets from operations

$ 2,105,477

$ (9,077,224)

$(134,284,421)

$ 120,634,978)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica Asset Allocation - Moderate VP

Transamerica International Moderate Growth VP

Transamerica MFS International Equity VP

Transamerica Capital Guardian US Equity VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 3,322,337

$ 213,379

$ 2,834,266

$ 42,975

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

834,530

75,179

486,659

14,129

Net investment income (loss)

 

2,487,807

138,200

2,347,607

28,846

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

9,132,508

315,244

4,326,708

343,122

Proceeds from sales

   

16,414,335

2,278,281

10,682,207

193,965

Cost of investments sold

   

18,656,054

2,563,537

12,709,566

248,857

Net realized capital gains (losses) on investments

6,890,789

29,988

2,299,349

288,230

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

12,068,323

280,505

1,824,005

(17,271)

End of period

   

(26,664,244)

(3,955,663)

(25,841,454)

(1,156,714)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(38,732,567)

(4,236,168)

(27,665,459)

(1,139,443)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(31,841,778)

(4,206,180)

(25,366,110)

(851,213)

               

Increase (decrease) in net assets from operations

$ (29,353,971)

$ (4,067,980)

$ (23,018,503)

$ (822,367)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica Capital Guardian Value VP

Transamerica Clarion Global Real Estate Securities VP

Transamerica Federated Market Opportunity VP

Transamerica Science & Technology VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 210,806

$ 3,841,977

$ 4,115,714

$ -

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

26,032

518,435

785,608

141,967

Net investment income (loss)

 

184,774

3,323,542

3,330,106

(141,967)

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

225,148

13,820,027

-

859,522

Proceeds from sales

   

705,942

16,494,924

17,054,737

6,843,534

Cost of investments sold

   

986,439

19,780,556

18,860,412

6,443,805

Net realized capital gains (losses) on investments

(55,349)

10,534,395

(1,805,675)

1,259,251

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

(327,636)

75,687

(3,043,841)

4,164,856

End of period

   

(1,928,499)

(43,279,102)

(9,782,309)

(7,637,469)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(1,600,863)

(43,354,789)

(6,738,468)

(11,802,325)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(1,656,212)

(32,820,394)

(8,544,143)

(10,543,074)

               

Increase (decrease) in net assets from operations

$ (1,471,438)

$ (29,496,852)

$ (5,214,037)

$ (10,685,041)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica JPMorgan Mid Cap Value VP

Transamerica JPMorgan Enhanced Index VP

Transamerica Marsico Growth VP

Transamerica BlackRock Large Cap Value VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 162,811

$ 96,377

$ 126,070

$ 504,659

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

103,712

15,042

139,959

479,696

Net investment income (loss)

 

59,099

81,335

(13,889)

24,963

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

1,329,777

259,553

442,185

6,369,655

Proceeds from sales

   

2,972,896

670,168

5,194,429

10,477,487

Cost of investments sold

   

3,103,384

685,290

4,217,639

10,718,654

Net realized capital gains (losses) on investments

1,199,289

244,431

1,418,975

6,128,488

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

2,145,053

202,658

5,392,816

10,467,715

End of period

   

(3,569,169)

(877,715)

(4,052,759)

(17,792,874)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(5,714,222)

(1,080,373)

(9,445,575)

(28,260,589)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(4,514,933)

(835,942)

(8,026,600)

(22,132,101)

               

Increase (decrease) in net assets from operations

$ (4,455,834)

$ (754,607)

$ (8,040,489)

$ (22,107,138)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica MFS High Yield VP

Transamerica Munder Net50 VP

Transamerica PIMCO Total Return VP

Transamerica Legg Mason Partners All Cap VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 124,180

$ 462,792

$ 1,146,972

$ 733,800

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

10,175

99,477

169,818

313,018

Net investment income (loss)

 

114,005

363,315

977,154

420,782

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

10,870

2,389,433

8,664

4,931,942

Proceeds from sales

   

866,755

5,155,258

7,967,551

6,195,433

Cost of investments sold

   

980,099

5,147,072

7,926,899

7,356,081

Net realized capital gains (losses) on investments

(102,474)

2,397,619

49,316

3,771,294

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

2,808

2,869,614

565,272

2,758,396

End of period

   

(339,491)

(6,122,088)

(1,387,911)

(16,521,763)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(342,299)

(8,991,702)

(1,953,183)

(19,280,159)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(444,773)

(6,594,083)

(1,903,867)

(15,508,865)

               

Increase (decrease) in net assets from operations

$ (330,768)

$ (6,230,768)

$ (926,713)

$ (15,088,083)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica T. Rowe Price Equity Income VP

Transamerica T. Rowe Price Small Cap VP

Transamerica Templeton Global VP

Transamerica Third Avenue Value VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 850,765

$ 333,024

$ 4,515,376

$ 4,849,949

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

210,397

170,073

2,097,395

854,307

Net investment income (loss)

 

640,368

162,951

2,417,981

3,995,642

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

6,840,514

3,997,793

-

27,640,823

Proceeds from sales

   

5,166,546

4,020,362

27,950,543

19,897,720

Cost of investments sold

   

7,472,510

5,512,221

34,236,152

23,051,754

Net realized capital gains (losses) on investments

4,534,550

2,505,934

(6,285,609)

24,486,789

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

(962,206)

(1,188,056)

16,939,061

13,821,418

End of period

   

(16,299,415)

(12,230,272)

(108,115,095)

(61,853,004)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(15,337,209)

(11,042,216)

(125,054,156)

(75,674,422)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(10,802,659)

(8,536,282)

(131,339,765)

(51,187,633)

               

Increase (decrease) in net assets from operations

$ (10,162,291)

$ (8,373,331)

$(128,921,784)

$ (47,191,991)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica Balanced VP

Transamerica Convertible Securities VP

Transamerica Equity VP

Transamerica Growth Opportunities VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 95,928

$ 261,904

$ 1,779,834

$ 1,960,554

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

47,128

39,864

6,812,836

475,286

Net investment income (loss)

 

48,800

222,040

(5,033,002)

1,485,268

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

421,131

760,369

30,090,216

13,749,019

Proceeds from sales

   

2,126,451

3,014,777

85,567,265

10,105,206

Cost of investments sold

   

2,032,823

3,735,141

97,037,441

14,347,251

Net realized capital gains (losses) on investments

514,759

40,005

18,620,040

9,506,974

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

1,082,820

158,479

122,818,225

2,485,853

End of period

   

(1,516,007)

(2,110,647)

(335,583,033)

(35,964,473)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(2,598,827)

(2,269,126)

(458,401,258)

(38,450,326)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(2,084,068)

(2,229,121)

(439,781,218)

(28,943,352)

               

Increase (decrease) in net assets from operations

$ (2,035,268)

$ (2,007,081)

$(444,814,220)

$ (27,458,084)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica Money Market VP

Transamerica Small/MidCap Value VP

Transamerica U.S. Government Securities VP

Transamerica Value Balanced VP

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 1,847,490

$ 422,048

$ 241,455

$ 5,836,402

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

715,009

187,332

72,006

1,111,860

Net investment income (loss)

 

1,132,481

234,716

169,449

4,724,542

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

(838)

2,384,338

-

10,365,722

Proceeds from sales

   

27,780,301

4,760,107

3,431,195

18,318,996

Cost of investments sold

   

27,780,301

5,181,618

3,367,050

20,173,297

Net realized capital gains (losses) on investments

(838)

1,962,827

64,145

8,511,421

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

1,815,348

14,944

14,115,745

End of period

   

-

(11,461,648)

740,972

(43,258,502)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

-

(13,276,996)

726,028

(57,374,247)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(838)

(11,314,169)

790,173

(48,862,826)

               

Increase (decrease) in net assets from operations

$ 1,131,643

$ (11,079,453)

$ 959,622

$ (44,138,284)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Transamerica Van Kampen Mid-Cap Growth VP

Transamerica Index 50 VP

Transamerica Index 75 VP

ProFund VP Bull

       

Subaccount

Subaccount(1)

Subaccount(1)

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 5,793,577

$ -

$ -

$ -

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

2,477,528

197

588

11,304

Net investment income (loss)

 

3,316,049

(197)

(588)

(11,304)

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

-

-

7,681

Proceeds from sales

   

32,802,586

44,475

14,391

15,509,697

Cost of investments sold

   

39,572,052

48,126

18,233

16,009,381

Net realized capital gains (losses) on investments

(6,769,466)

(3,651)

(3,842)

(492,003)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

24,536,756

-

-

(14,022)

End of period

   

(131,395,016)

5,502

(27,621)

38,585

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(155,931,772)

5,502

(27,621)

52,607

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(162,701,238)

1,851

(31,463)

(439,396)

               

Increase (decrease) in net assets from operations

$ 159,385,189)

$ 1,654

$ (32,051)

$ (450,700)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

ProFund VP Money Market

ProFund VP NASDAQ-100

ProFund VP Short Small-Cap

ProFund VP Small-Cap

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 274,976

$ -

$ 78,184

$ 3,259

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

298,527

20,504

24,254

15,797

Net investment income (loss)

 

(23,551)

(20,504)

53,930

(12,538)

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

-

-

118,672

Proceeds from sales

   

134,329,909

20,947,987

64,144,721

26,243,313

Cost of investments sold

   

134,329,909

22,706,331

63,802,031

26,626,018

Net realized capital gains (losses) on investments

-

(1,758,344)

342,690

(264,033)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

(107,124)

(14,326)

(12,313)

End of period

   

-

(74,790)

(50,399)

(1,149)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

-

32,334

(36,073)

11,164

               

Net realized and unrealized capital gains (losses)

       

on investments

   

-

(1,726,010)

306,617

(252,869)

               

Increase (decrease) in net assets from operations

$ (23,551)

$ (1,746,514)

$ 360,547

$ (265,407)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Access VP High Yield

ProFund VP Europe 30

ProFund VP Oil & Gas

ProFund VP UltraSmall-Cap

       

Subaccount(1)

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 218,013

$ 4,054

$ -

$ 3,606

Expenses

             

Administrative, mortality and

         
 

expense risk charge

 

17,193

1,145

24,655

6,209

Net investment income (loss)

 

200,820

2,909

(24,655)

(2,603)

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

28,395

194,349

-

Proceeds from sales

   

20,509,044

648,352

10,384,514

52,456,235

Cost of investments sold

   

21,132,577

776,092

11,452,753

52,524,598

Net realized capital gains (losses) on investments

(623,533)

(99,345)

(873,890)

(68,363)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

-

-

-

End of period

   

24,181

(10,062)

(993,256)

60,779

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

24,181

(10,062)

(993,256)

60,779

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(599,352)

(109,407)

(1,867,146)

(7,584)

               

Increase (decrease) in net assets from operations

$ (398,532)

$ (106,498)

$ (1,891,801)

$ (10,187)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

ProFund VP Utilities

ProFund VP Consumer Services

ProFund VP Pharmaceuticals

ProFund VP Small-Cap Value

       

Subaccount

Subaccount

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 14,934

$ -

$ 6,122

$ -

Expenses:

             

Administrative, mortality and

         
 

expense risk charge

 

7,370

247

1,688

715

Net investment income (loss)

 

7,564

(247)

4,434

(715)

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

14,871

-

-

12,162

Proceeds from sales

   

4,228,062

128,003

469,446

443,509

Cost of investments sold

   

4,293,600

144,482

512,439

539,412

Net realized capital gains (losses) on investments

(50,667)

(16,479)

(42,993)

(83,741)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

-

-

-

End of period

   

(83,124)

3,592

(19,992)

(753)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(83,124)

3,592

(19,992)

(753)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(133,791)

(12,887)

(62,985)

(84,494)

               

Increase (decrease) in net assets from operations

$ (126,227)

$ (13,134)

$ (58,551)

$ (85,209)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

ProFund VP Falling US Dollar

ProFund VP Emerging Markets

ProFund VP International

ProFund VP Asia 30

       

Subaccount

Subaccount

Subaccount(1)

Subaccount(1)

Net investment income (loss)

         

Income:

             

Dividends

     

$ 2,438

$ 9,902

$ 4,472

$ 7,813

Expenses:

             

Administrative, mortality and

         
 

expense risk charge

 

41,226

9,589

2,660

4,902

Net investment income (loss)

 

(38,788)

313

1,812

2,911

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

1,334

530

-

96,686

Proceeds from sales

   

24,152,958

7,568,475

873,765

1,235,839

Cost of investments sold

   

24,965,249

8,488,325

1,002,815

1,558,027

Net realized capital gains (losses) on investments

(810,957)

(919,320)

(129,050)

(225,502)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

-

-

-

End of period

   

(46,137)

(15,503)

(118,865)

(260,813)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(46,137)

(15,503)

(118,865)

(260,813)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(857,094)

(934,823)

(247,915)

(486,315)

               

Increase (decrease) in net assets from operations

$ (895,882)

$ (934,510)

$ (246,103)

$ (483,404)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

ProFund VP Japan

ProFund VP Short NASDAQ-100

ProFund VP U.S. Government Plus

ProFund VP Basic Materials

       

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Net investment income (loss)

         

Income:

             

Dividends

     

$ 10,598

$ 11,433

$ 11,250

$ 4,907

Expenses:

             

Administrative, mortality and

         
 

expense risk charge

 

441

3,455

7,224

17,714

Net investment income (loss)

 

10,157

7,978

4,026

(12,807)

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

-

-

-

Proceeds from sales

   

876,036

3,344,142

803,074

10,234,101

Cost of investments sold

   

916,749

3,240,834

787,860

11,164,964

Net realized capital gains (losses) on investments

(40,713)

103,308

15,214

(930,863)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

-

-

-

End of period

   

1,750

(19,694)

922,190

(528,822)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

1,750

(19,694)

922,190

(528,822)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(38,963)

83,614

937,404

(1,459,685)

               

Increase (decrease) in net assets from operations

$ (28,806)

$ 91,592

$ 941,430

$ (1,472,492)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

ProFund VP Financials

ProFund VP Precious Metals

ProFund VP Telecommunications

ProFund VP Mid-Cap

       

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Net investment income (loss)

         

Income:

             

Dividends

     

$ 6,852

$ 65,642

$ 6,342

$ 2,191

Expenses:

             

Administrative, mortality and

         
 

expense risk charge

 

3,294

12,700

2,835

2,186

Net investment income (loss)

 

3,558

52,942

3,507

5

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

145,229

35,041

-

Proceeds from sales

   

1,460,422

8,326,888

3,442,112

879,717

Cost of investments sold

   

1,720,071

9,955,886

3,919,681

1,060,511

Net realized capital gains (losses) on investments

(259,649)

(1,483,769)

(442,528)

(180,794)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

-

-

-

End of period

   

(164,079)

23,235

7,234

(71,831)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(164,079)

23,235

7,234

(71,831)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(423,728)

(1,460,534)

(435,294)

(252,625)

               

Increase (decrease) in net assets from operations

$ (420,170)

$ (1,407,592)

$ (431,787)

$ (252,620)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

ProFund VP Short Emerging Markets

ProFund VP Short International

Fidelity VIP Contrafund®

Fidelity VIP Equity-Income

       

Subaccount(1)

Subaccount(1)

Subaccount

Subaccount

Net investment income (loss)

         

Income:

             

Dividends

     

$ 604

$ 387

$ 154,243

$ 226,023

Expenses:

             

Administrative, mortality and

         
 

expense risk charge

 

5,717

5,422

179,420

92,031

Net investment income (loss)

 

(5,113)

(5,035)

(25,177)

133,992

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

-

609,737

11,113

Proceeds from sales

   

4,366,414

1,387,357

4,240,094

1,751,215

Cost of investments sold

   

4,189,833

1,227,084

4,749,145

2,042,386

Net realized capital gains (losses) on investments

176,581

160,273

100,686

(280,058)

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

-

-

1,504,156

(72,559)

End of period

   

(341,719)

(190,184)

(9,302,708)

(5,338,004)

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(341,719)

(190,184)

(10,806,864)

(5,265,445)

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(165,138)

(29,911)

(10,706,178)

(5,545,503)

               

Increase (decrease) in net assets from operations

$ (170,251)

$ (34,946)

$ (10,731,355)

$ (5,411,511)

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Operations

Year Ended December 31, 2008, Except as noted



       

Fidelity VIP Growth Opportunities

Fidelity VIP Index 500

   
       

Subaccount

Subaccount

   

Net investment income (loss)

         

Income:

             

Dividends

     

$ 5,106

$ 144,943

   

Expenses:

             

Administrative, mortality and

         
 

expense risk charge

 

39,590

47,534

   

Net investment income (loss)

 

(34,484)

97,409

 

 

               

Net realized and unrealized capital gains (losses)

     
 

on investments

         

Net realized capital gains (losses) on investments:

       

Realized gain distributions

   

-

59,627

   

Proceeds from sales

   

2,174,301

1,265,931

   

Cost of investments sold

   

1,900,118

1,310,235

   

Net realized capital gains (losses) on investments

274,183

15,323

 

 

               

Net change in unrealized appreciation/depreciation

       

of investments:

           

Beginning of period

   

1,213,455

348,614

   

End of period

   

(2,331,258)

(2,423,723)

   

Net change in unrealized appreciation/depreciation

 

 

 

 

of investments

   

(3,544,713)

(2,772,337)

 

 

               

Net realized and unrealized capital gains (losses)

       

on investments

   

(3,270,530)

(2,757,014)

 

 

               

Increase (decrease) in net assets from operations

$ (3,305,014)

$ (2,659,605)

 

 

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



 

       

Transamerica JPMorgan Core Bond VP

Transamerica Asset Allocation - Conservative VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 1,844,593

$ 1,960,923

$ 878,271

$ 632,029

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

(400,397)

(146,629)

691,157

1,598,086

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

661,281

847,582

(10,646,652)

(664,089)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

2,105,477

2,661,876

(9,077,224)

1,566,026

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

13,128,489

4,992,947

22,585,791

5,262,014

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(3,681,745)

550,625

(40,978)

1,032,552

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(3,330,951)

(2,305,909)

(1,871,996)

(2,175,865)

Contract maintenance charges

 

(4,562,667)

(4,072,761)

(3,038,137)

(2,035,298)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

1,553,126

(835,098)

17,634,680

2,083,403

Net increase (decrease) in net assets

 

3,658,603

1,826,778

8,557,456

3,649,429

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

47,127,749

45,300,971

28,741,879

25,092,450

End of the period

 

 

$ 50,786,352

$ 47,127,749

$ 37,299,335

$ 28,741,879

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Asset Allocation - Growth VP

Transamerica Asset Allocation - Moderate Growth VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 5,714,981

$ 4,496,955

$ 6,718,336

$ 5,233,829

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

43,236,374

15,732,905

30,025,430

11,869,072

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(183,235,776)

(1,274,526)

(157,378,744)

4,896,598

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(134,284,421)

18,955,334

(120,634,978)

21,999,499

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

45,175,320

83,125,984

49,335,315

79,242,009

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(5,449,608)

5,619,308

(7,637,959)

4,353,215

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(19,118,991)

(13,520,685)

(20,447,280)

(17,556,207)

Contract maintenance charges

 

(29,832,085)

(28,724,820)

(34,021,939)

(33,593,712)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(9,225,364)

46,499,787

(12,771,863)

32,445,305

Net increase (decrease) in net assets

 

(143,509,785)

65,455,121

(133,406,841)

54,444,804

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

337,873,349

272,418,228

363,338,011

308,893,207

End of the period

 

 

$ 194,363,564

$ 337,873,349

$ 229,931,170

$ 363,338,011

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Asset Allocation - Moderate VP

Transamerica International Moderate Growth VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 2,487,807

$ 2,080,384

$ 138,200

$ 21,566

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

6,890,789

3,984,293

29,988

146,575

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(38,732,567)

486,176

(4,236,168)

143,709

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(29,353,971)

6,550,853

(4,067,980)

311,850

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

18,655,902

20,734,184

4,234,840

4,841,314

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(293,991)

534,209

206,334

2,251,574

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(7,240,255)

(4,804,700)

(379,110)

(185,957)

Contract maintenance charges

 

(10,913,718)

(10,173,042)

(1,231,791)

(574,665)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

207,938

6,290,651

2,830,273

6,332,266

Net increase (decrease) in net assets

 

(29,146,033)

12,841,504

(1,237,707)

6,644,116

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

103,347,293

90,505,789

8,709,877

2,065,761

End of the period

 

 

$ 74,201,260

$ 103,347,293

$ 7,472,170

$ 8,709,877

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica MFS International Equity VP

Transamerica Capital Guardian US Equity VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 2,347,607

$ 40,985

$ 28,846

$ (3,250)

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

2,299,349

15,406,353

288,230

177,887

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(27,665,459)

(9,823,015)

(1,139,443)

(189,664)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(23,018,503)

5,624,323

(822,367)

(15,027)

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

289,726

6,047,099

564,800

131,558

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(2,151,679)

562,941

44,529

(30,493)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(3,272,719)

(3,180,309)

(38,532)

(23,038)

Contract maintenance charges

 

(3,741,320)

(4,177,806)

(118,771)

(115,426)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(8,875,992)

(748,075)

452,026

(37,399)

Net increase (decrease) in net assets

 

(31,894,495)

4,876,248

(370,341)

(52,426)

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

69,174,582

64,298,334

1,652,054

1,704,480

End of the period

 

 

$ 37,280,087

$ 69,174,582

$ 1,281,713

$ 1,652,054

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Capital Guardian Value VP

Transamerica Clarion Global Real Estate Securities VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 184,774

$ 8,005

$ 3,323,542

$ 5,659,889

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

(55,349)

446,803

10,534,395

16,147,624

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(1,600,863)

(753,445)

(43,354,789)

(29,421,649)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(1,471,438)

(298,637)

(29,496,852)

(7,614,136)

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

169,388

-

-

5,194,008

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

4,478

(508,454)

(4,003,879)

(7,348,499)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(171,751)

(56,410)

(3,958,550)

(5,180,898)

Contract maintenance charges

 

(254,657)

(288,722)

(4,891,318)

(6,457,096)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(252,542)

(853,586)

(12,853,747)

(13,792,485)

Net increase (decrease) in net assets

 

(1,723,980)

(1,152,223)

(42,350,599)

(21,406,621)

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

3,833,240

4,985,463

78,152,720

99,559,341

End of the period

 

 

$ 2,109,260

$ 3,833,240

$ 35,802,121

$ 78,152,720

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Federated Market Opportunity VP

Transamerica Science & Technology VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 3,330,106

$ 2,727,191

$ (141,967)

$ (127,755)

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

(1,805,675)

25,902

1,259,251

613,446

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(6,738,468)

(4,311,830)

(11,802,325)

3,218,392

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(5,214,037)

(1,558,737)

(10,685,041)

3,704,083

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

6,985,060

6,295,470

-

7,722,350

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(1,639,945)

(9,425,500)

(1,561,032)

3,756,288

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(6,110,491)

(4,631,888)

(814,162)

(792,247)

Contract maintenance charges

 

(7,640,043)

(7,617,160)

(1,454,758)

(1,040,531)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(8,405,419)

(15,379,078)

(3,829,952)

9,645,860

Net increase (decrease) in net assets

 

(13,619,456)

(16,937,815)

(14,514,993)

13,349,943

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

90,239,892

107,177,707

23,965,610

10,615,667

End of the period

 

 

$ 76,620,436

$ 90,239,892

$ 9,450,617

$ 23,965,610

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica JPMorgan Mid Cap Value VP

Transamerica JPMorgan Enhanced Index VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 59,099

$ 11,999

$ 81,335

$ 8,532

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

1,199,289

1,981,355

244,431

189,802

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(5,714,222)

(1,546,531)

(1,080,373)

(132,218)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(4,455,834)

446,823

(754,607)

66,116

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

-

-

-

757,139

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(1,755,598)

(2,549,349)

15,995

(65,107)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(729,050)

(975,507)

(182,855)

(55,377)

Contract maintenance charges

 

(355,996)

(440,180)

(100,024)

(106,072)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(2,840,644)

(3,965,036)

(266,884)

530,583

Net increase (decrease) in net assets

 

(7,296,478)

(3,518,213)

(1,021,491)

596,699

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

15,098,211

18,616,424

2,265,492

1,668,793

End of the period

 

 

$ 7,801,733

$ 15,098,211

$ 1,244,001

$ 2,265,492

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Marsico Growth VP

Transamerica BlackRock Large Cap Value VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ (13,889)

$ (138,572)

$ 24,963

$ 33,279

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

1,418,975

736,873

6,128,488

10,691,529

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(9,445,575)

2,143,246

(28,260,589)

(8,122,488)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(8,040,489)

2,741,547

(22,107,138)

2,602,320

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

132,564

4,160,777

967,761

3,868,402

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

97,158

591,244

(1,407,110)

(1,444,569)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(946,897)

(637,368)

(3,445,022)

(3,402,298)

Contract maintenance charges

 

(1,172,247)

(1,008,825)

(4,140,813)

(4,394,505)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(1,889,422)

3,105,828

(8,025,184)

(5,372,970)

Net increase (decrease) in net assets

 

(9,929,911)

5,847,375

(30,132,322)

(2,770,650)

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

20,285,822

14,438,447

68,941,852

71,712,502

End of the period

 

 

$ 10,355,911

$ 20,285,822

$ 38,809,530

$ 68,941,852

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica MFS High Yield VP

Transamerica Munder Net50 VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 114,005

$ 117,391

$ 363,315

$ (123,899)

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

(102,474)

(100,206)

2,397,619

1,705,922

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(342,299)

40,744

(8,991,702)

295,679

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(330,768)

57,929

(6,230,768)

1,877,702

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

-

2,073,293

584,711

1,821,748

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

47,871

(2,829,517)

(1,239,409)

1,406,981

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(31,003)

(91,921)

(704,745)

(599,661)

Contract maintenance charges

 

(103,486)

(170,881)

(1,038,586)

(1,084,255)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(86,618)

(1,019,026)

(2,398,029)

1,544,813

Net increase (decrease) in net assets

 

(417,386)

(961,097)

(8,628,797)

3,422,515

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

1,336,203

2,297,300

15,594,700

12,172,185

End of the period

 

 

$ 918,817

$ 1,336,203

$ 6,965,903

$ 15,594,700

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica PIMCO Total Return VP

Transamerica Legg Mason Partners All Cap VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 977,154

$ 199,356

$ 420,782

$ 199,069

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

49,316

359,931

3,771,294

3,310,168

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(1,953,183)

449,229

(19,280,159)

(3,348,299)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(926,713)

1,008,516

(15,088,083)

160,938

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

7,612,348

3,328,951

1,717,760

4,030,008

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

630,934

2,435

(1,058,966)

(2,036,228)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(935,201)

(730,457)

(2,523,799)

(2,314,616)

Contract maintenance charges

 

(1,477,812)

(886,629)

(3,057,845)

(3,359,021)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

5,830,269

1,714,300

(4,922,850)

(3,679,857)

Net increase (decrease) in net assets

 

4,903,556

2,722,816

(20,010,933)

(3,518,919)

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

13,571,965

10,849,149

44,097,690

47,616,609

End of the period

 

 

$ 18,475,521

$ 13,571,965

$ 24,086,757

$ 44,097,690

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica T. Rowe Price Equity Income VP

Transamerica T. Rowe Price Small Cap VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 640,368

$ 393,100

$ 162,951

$ (206,182)

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

4,534,550

3,308,308

2,505,934

2,155,920

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(15,337,209)

(3,031,427)

(11,042,216)

(236,164)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(10,162,291)

669,981

(8,373,331)

1,713,574

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

285,905

2,946,962

2,114,024

2,563,431

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(440,792)

521,931

(373,836)

(85,936)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(1,272,881)

(1,540,150)

(1,066,713)

(1,388,265)

Contract maintenance charges

 

(1,708,700)

(1,758,033)

(1,535,904)

(1,544,166)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(3,136,468)

170,710

(862,429)

(454,936)

Net increase (decrease) in net assets

 

(13,298,759)

840,691

(9,235,760)

1,258,638

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

29,803,993

28,963,302

23,180,179

21,921,541

End of the period

 

 

$ 16,505,234

$ 29,803,993

$ 13,944,419

$ 23,180,179

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Templeton Global VP

Transamerica Third Avenue Value VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 2,417,981

$ 1,897,216

$ 3,995,642

$ 4,159,367

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

(6,285,609)

353,804

24,486,789

25,329,779

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(125,054,156)

37,063,596

(75,674,422)

(28,785,637)

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(128,921,784)

39,314,616

(47,191,991)

703,509

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

14,754,535

28,796,215

910,266

8,947,313

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(4,409,694)

(7,117,588)

(3,460,705)

(5,708,582)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(14,053,037)

(15,915,952)

(5,480,877)

(6,651,083)

Contract maintenance charges

 

(20,249,251)

(20,591,918)

(6,964,709)

(7,894,808)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(23,957,447)

(14,829,243)

(14,996,025)

(11,307,160)

Net increase (decrease) in net assets

 

(152,879,231)

24,485,373

(62,188,016)

(10,603,651)

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

306,677,582

282,192,209

123,946,756

134,550,407

End of the period

 

 

$ 153,798,351

$ 306,677,582

$ 61,758,740

$ 123,946,756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 




Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Balanced VP

Transamerica Convertible Securities VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 48,800

$ 13,441

$ 222,040

$ 32,313

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

514,759

162,158

40,005

434,581

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(2,598,827)

507,547

(2,269,126)

13,115

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(2,035,268)

683,146

(2,007,081)

480,009

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

170,103

1,073,586

364,034

1,390,813

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(352,217)

514,637

265,054

235,493

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(332,922)

(273,544)

(207,186)

(94,353)

Contract maintenance charges

 

(458,613)

(422,655)

(326,335)

(216,649)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(973,649)

892,024

95,567

1,315,304

Net increase (decrease) in net assets

 

(3,008,917)

1,575,170

(1,911,514)

1,795,313

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

6,717,223

5,142,053

4,705,341

2,910,028

End of the period

 

 

$ 3,708,306

$ 6,717,223

$ 2,793,827

$ 4,705,341

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Equity VP

Transamerica Growth Opportunities VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ (5,033,002)

$ (8,533,841)

$ 1,485,268

$ (525,370)

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

18,620,040

49,307,298

9,506,974

4,343,036

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(458,401,258)

97,518,672

(38,450,326)

8,015,033

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

(444,814,220)

138,292,129

(27,458,084)

11,832,699

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

58,486,824

81,314,312

2,846,901

10,230,614

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(11,991,221)

(41,804,393)

(2,251,994)

(2,359,509)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(46,823,205)

(54,642,782)

(3,201,616)

(2,989,052)

Contract maintenance charges

 

(71,786,987)

(74,045,073)

(4,448,119)

(4,308,179)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

(72,114,589)

(89,177,936)

(7,054,828)

573,874

Net increase (decrease) in net assets

 

(516,928,809)

49,114,193

(34,512,912)

12,406,573

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

1,003,665,346

954,551,153

70,373,607

57,967,034

End of the period

 

 

$ 486,736,537

$ 1,003,665,346

$ 35,860,695

$ 70,373,607

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Money Market VP

Transamerica Small/MidCap Value VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 1,132,481

$ 2,199,996

$ 234,716

$ 24,025

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

(838)

(17)

1,962,827

1,847,801

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

-

-

(13,276,996)

1,230,226

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

1,131,643

2,199,979

(11,079,453)

3,102,052

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

59,611,176

16,175,478

4,441,374

8,579,930

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

6,494,412

4,991,135

915,693

2,714,815

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(13,739,832)

(7,811,003)

(742,456)

(369,629)

Contract maintenance charges

 

(7,314,018)

(5,713,871)

(2,049,174)

(1,410,431)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

45,051,738

7,641,739

2,565,437

9,514,685

Net increase (decrease) in net assets

 

46,183,381

9,841,718

(8,514,016)

12,616,737

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

60,281,924

50,440,206

23,810,752

11,194,015

End of the period

 

 

$ 106,465,305

$ 60,281,924

$ 15,296,736

$ 23,810,752

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica U.S. Government Securities VP

Transamerica Value Balanced VP

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

 

$ 169,449

$ 31,585

$ 4,724,542

$ 2,558,198

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

64,145

(10,718)

8,511,421

3,956,229

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

726,028

29,595

(57,374,247)

2,273,248

Increase (decrease) in net assets

 

 

 

 

 

 

from operations

 

959,622

50,462

(44,138,284)

8,787,675

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

19,363,175

636,871

5,035,269

10,442,659

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

1,477,925

235,240

(2,837,860)

(3,805,461)

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(1,205,545)

(124,111)

(7,894,276)

(7,962,858)

Contract maintenance charges

 

(684,791)

(84,082)

(10,942,961)

(11,188,844)

Increase (decrease) in net assets

 

 

 

 

 

 

from contract transactions

18,950,764

663,918

(16,639,828)

(12,514,504)

Net increase (decrease) in net assets

 

19,910,386

714,380

(60,778,112)

(3,726,829)

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

1,376,520

662,140

152,246,049

155,972,878

End of the period

 

 

$ 21,286,906

$ 1,376,520

$ 91,467,937

$ 152,246,049

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Transamerica Van Kampen Mid-Cap Growth VP

Transamerica Index 50 VP

Transamerica Index 75 VP

       

Subaccount

Subaccount

Subaccount

       

2008

2007

2008(1)

2007

2008(1)

2007

Operations

                 

Net investment income (loss)

$ 3,316,049

$(3,051,748)

$ (197)

$ -

$ (588)

$ -

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

(6,769,466)

(722,021)

(3,651)

-

(3,842)

-

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

(155,931,772)

68,424,772

5,502

-

(27,621)

-

Increase (decrease) in net assets

 

 

 

 

 

 

 

from operations

(159,385,189)

64,651,003

1,654

-

(32,051)

-

 

 

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

 

Net contract purchase payments

18,780,621

33,158,062

23,673

-

151,209

-

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

(5,452,634)

(7,217,725)

83,335

-

24,779

-

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

(16,433,906)

(18,279,999)

-

-

(210)

-

Contract maintenance charges

(24,097,370)

(24,309,549)

(1,022)

-

(3,743)

-

Increase (decrease) in net assets

 

 

 

 

 

 

 

from contract transactions

(27,203,289)

(16,649,211)

105,986

-

172,035

-

Net increase (decrease) in net assets

(186,588,478)

48,001,792

107,640

-

139,984

-

 

 

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

 

 

Beginning of the period

 

358,556,956

310,555,164

-

-

-

-

End of the period

 

 

$ 71,968,478

$358,556,956

$ 107,640

$ -

$ 139,984

$ -

                   
                   
                   

See accompanying notes.

             



 

Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted

       

ProFund VP Bull

ProFund VP Money Market

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

   

$ (11,304)

$ (29,310)

$ (23,551)

$ 140,465

Net realized capital gains (losses)

 

 

 

 

 

 

 

on investments

 

 

(492,003)

(257,888)

-

-

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

 

52,607

28,489

-

-

Increase (decrease) in net assets

 

 

 

 

 

 

 

from operations

 

 

(450,700)

(258,709)

(23,551)

140,465

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

 

-

4,220,565

-

4,564,705

Transfer payments from (to) other

 

 

 

 

 

 

 

subaccounts or general account

258,771

(10,852,649)

12,349,978

21,203,542

Contract terminations, withdrawals,

 

 

 

 

 

 

and other deductions

 

 

(43,110)

(145,578)

(2,129,563)

(550,441)

Contract maintenance charges

 

 

(73,628)

(228,764)

(1,980,578)

(312,098)

Increase (decrease) in net assets

 

 

 

 

 

 

 

from contract transactions

 

142,033

(7,006,426)

8,239,837

24,905,708

Net increase (decrease) in net assets

 

 

(308,667)

(7,265,135)

8,216,286

25,046,173

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

1,172,564

8,437,699

26,514,159

1,467,986

End of the period

 

 

$ 863,897

$ 1,172,564

$ 34,730,445

$ 26,514,159

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP NASDAQ-100

ProFund VP Short Small-Cap

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

             

Net investment income (loss)

   

$ (20,504)

$ (54,442)

$ 53,930

$ 244,235

Net realized capital gains (losses)

 

 

 

 

 

 

 

on investments

 

 

(1,758,344)

63,974

342,690

(1,074,677)

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

 

32,334

(91,622)

(36,073)

(15,888)

Increase (decrease) in net assets

 

 

 

 

 

 

 

from operations

 

 

(1,746,514)

(82,090)

360,547

(846,330)

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

 

-

8,451,277

4,035,306

1,656,055

Transfer payments from (to) other

 

 

 

 

 

 

 

subaccounts or general account

(9,218,351)

3,976,956

(943,792)

868,713

Contract terminations, withdrawals,

 

 

 

 

 

 

and other deductions

 

 

(88,784)

(191,707)

(61,880)

(220,931)

Contract maintenance charges

 

 

(152,209)

(329,586)

(181,097)

(208,877)

Increase (decrease) in net assets

 

 

 

 

 

 

 

from contract transactions

 

(9,459,344)

11,906,940

2,848,537

2,094,960

Net increase (decrease) in net assets

 

 

(11,205,858)

11,824,850

3,209,084

1,248,630

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

 

Beginning of the period

 

 

12,749,323

924,473

1,411,173

162,543

End of the period

 

 

$ 1,543,465

$ 12,749,323

$ 4,620,257

$ 1,411,173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 




Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP Small-Cap

Access VP High Yield

ProFund VP Europe 30

       

Subaccount

Subaccount

Subaccount

       

2008

2007

2008(1)

2007

2008(1)

2008(1)

Operations

                 

Net investment income (loss)

   

$ (12,538)

$ (24,133)

$ 200,820

$ -

$ 2,909

$ -

Net realized capital gains (losses)

               
 

on investments

   

(264,033)

(891,222)

(623,533)

-

(99,345)

-

Net change in unrealized appreciation/

             
 

depreciation of investments

11,164

(20,283)

24,181

-

(10,062)

-

Increase (decrease) in net assets

   

 

 

 

 

 

 

 

from operations

   

(265,407)

(935,638)

(398,532)

-

(106,498)

-

                   

Contract transactions

               

Net contract purchase payments

   

-

1,133,702

8,558,653

-

177,689

-

Transfer payments from (to) other

               
 

subaccounts or general account

50,383

(1,514,608)

2,177,410

-

158,997

-

Contract terminations, withdrawals,

               

and other deductions

   

(34,155)

(162,214)

(82,253)

-

(807)

-

Contract maintenance charges

   

(102,621)

(183,528)

(113,311)

-

(9,725)

-

Increase (decrease) in net assets

   

 

 

 

 

 

 

 

from contract transactions

 

(86,393)

(726,648)

10,540,499

-

326,154

-

Net increase (decrease) in net assets

   

(351,800)

(1,662,286)

10,141,967

-

219,656

-

                   

Net assets:

                 

Beginning of the period

   

1,748,012

3,410,298

-

-

-

-

End of the period

   

$ 1,396,212

$ 1,748,012

$10,141,967

$ -

$ 219,656

$ -

                   
                   
                   

See accompanying notes.

               



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP Oil & Gas

ProFund VP UltraSmall-Cap

ProFund VP Utilities

ProFund VP Consumer Services

       

Subaccount

Subaccount

Subaccount

Subaccount

       

2008(1)

2008(1)

2008(1)

2008(1)

Operations

           

Net investment income (loss)

   

$ (24,655)

$ (2,603)

$ 7,564

$ (247)

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

 

(873,890)

(68,363)

(50,667)

(16,479)

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

 

(993,256)

60,779

(83,124)

3,592

Increase (decrease) in net assets

 

 

 

 

 

 

 

from operations

 

 

(1,891,801)

(10,187)

(126,227)

(13,134)

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

 

2,832,166

1,813,225

649,865

136,028

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

 

1,274,012

(1,340,799)

24,763

20,421

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(152,703)

(367)

(35,299)

-

Contract maintenance charges

 

 

(234,802)

(29,609)

(56,570)

(3,255)

Increase (decrease) in net assets

 

 

 

 

 

 

 

from contract transactions

 

3,718,673

442,450

582,759

153,194

Net increase (decrease) in net assets

 

1,826,872

432,263

456,532

140,060

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

Beginning of the period

 

 

-

-

-

-

End of the period

 

 

$ 1,826,872

$ 432,263

$ 456,532

$ 140,060

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP Pharmaceuticals

ProFund VP Small-Cap Value

ProFund VP Falling US Dollar

ProFund VP Emerging Markets

       

Subaccount

Subaccount

Subaccount

Subaccount

       

2008(1)

2008(1)

2008(1)

2008(1)

Operations

           

Net investment income (loss)

   

$ 4,434

$ (715)

$ (38,788)

$ 313

Net realized capital gains (losses)

         
 

on investments

   

(42,993)

(83,741)

(810,957)

(919,320)

Net change in unrealized appreciation/

         
 

depreciation of investments

 

(19,992)

(753)

(46,137)

(15,503)

Increase (decrease) in net assets

   

 

 

 

 

 

from operations

   

(58,551)

(85,209)

(895,882)

(934,510)

               

Contract transactions

           

Net contract purchase payments

   

220,330

111,243

15,981,213

1,220,353

Transfer payments from (to) other

         
 

subaccounts or general account

 

307,698

139,878

(13,778,067)

542,646

Contract terminations, withdrawals,

         

and other deductions

   

(8,352)

(3,753)

(251,474)

(33,413)

Contract maintenance charges

   

(16,055)

(7,163)

(295,688)

(67,454)

Increase (decrease) in net assets

   

 

 

 

 

 

from contract transactions

 

503,621

240,205

1,655,984

1,662,132

Net increase (decrease) in net assets

 

445,070

154,996

760,102

727,622

               

Net assets:

           

Beginning of the period

   

-

-

-

-

End of the period

   

$ 445,070

$ 154,996

$ 760,102

$ 727,622

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP International

ProFund VP Asia 30

ProFund VP Japan

ProFund VP Short NASDAQ-100

       

Subaccount

Subaccount

Subaccount

Subaccount

       

2008(1)

2008(1)

2008(1)

2008(1)

Operations

           

Net investment income (loss)

   

$ 1,812

$ 2,911

$ 10,157

$ 7,978

Net realized capital gains (losses)

 

 

 

 

 

 

on investments

 

 

(129,050)

(225,502)

(40,713)

103,308

Net change in unrealized appreciation/

 

 

 

 

 

 

depreciation of investments

 

(118,865)

(260,813)

1,750

(19,694)

Increase (decrease) in net assets

 

 

 

 

 

 

 

from operations

 

 

(246,103)

(483,404)

(28,806)

91,592

 

 

 

 

 

 

 

 

Contract transactions

 

 

 

 

 

 

Net contract purchase payments

 

 

261,135

713,558

80,826

893,391

Transfer payments from (to) other

 

 

 

 

 

 

subaccounts or general account

 

409,510

448,911

11,950

309,482

Contract terminations, withdrawals,

 

 

 

 

 

and other deductions

 

 

(15,431)

(12,907)

(2,834)

(18,310)

Contract maintenance charges

 

 

(20,635)

(47,647)

(2,522)

(30,085)

Increase (decrease) in net assets

 

 

 

 

 

 

 

from contract transactions

 

634,579

1,101,915

87,420

1,154,478

Net increase (decrease) in net assets

 

388,476

618,511

58,614

1,246,070

 

 

 

 

 

 

 

 

Net assets:

 

 

 

 

 

 

Beginning of the period

 

 

-

-

-

-

End of the period

 

 

$ 388,476

$ 618,511

$ 58,614

$ 1,246,070

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP U.S. Government Plus

ProFund VP Basic Materials

ProFund VP Financials

ProFund VP Precious Metals

       

Subaccount

Subaccount

Subaccount

Subaccount

       

2008(1)

2008(1)

2008(1)

2008(1)

Operations

           

Net investment income (loss)

   

$ 4,026

$ (12,807)

$ 3,558

$ 52,942

Net realized capital gains (losses)

         
 

on investments

   

15,214

(930,863)

(259,649)

(1,483,769)

Net change in unrealized appreciation/

         
 

depreciation of investments

 

922,190

(528,822)

(164,079)

23,235

Increase (decrease) in net assets

   

 

 

 

 

 

from operations

   

941,430

(1,472,492)

(420,170)

(1,407,592)

               

Contract transactions

           

Net contract purchase payments

   

2,390,331

1,772,463

362,764

2,556,451

Transfer payments from (to) other

         
 

subaccounts or general account

 

1,024,157

557,061

669,688

1,260,436

Contract terminations, withdrawals,

         

and other deductions

   

(33,757)

(97,287)

(27,651)

(94,633)

Contract maintenance charges

   

(68,233)

(152,134)

(29,015)

(148,959)

Increase (decrease) in net assets

   

 

 

 

 

 

from contract transactions

 

3,312,498

2,080,103

975,786

3,573,295

Net increase (decrease) in net assets

 

4,253,928

607,611

555,616

2,165,703

               

Net assets:

           

Beginning of the period

   

-

-

-

-

End of the period

   

$ 4,253,928

$ 607,611

$ 555,616

$ 2,165,703

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

ProFund VP Telecommunications

ProFund VP Mid-Cap

ProFund VP Short Emerging Markets

ProFund VP Short International

       

Subaccount

Subaccount

Subaccount

Subaccount

       

2008(1)

2008(1)

2008(1)

2008(1)

Operations

           

Net investment income (loss)

   

$ 3,507

$ 5

$ (5,113)

$ (5,035)

Net realized capital gains (losses)

         
 

on investments

   

(442,528)

(180,794)

176,581

160,273

Net change in unrealized appreciation/

         
 

depreciation of investments

 

7,234

(71,831)

(341,719)

(190,184)

Increase (decrease) in net assets

   

 

 

 

 

 

from operations

   

(431,787)

(252,620)

(170,251)

(34,946)

               

Contract transactions

           

Net contract purchase payments

   

1,047,254

553,298

1,695,128

1,894,065

Transfer payments from (to) other

         
 

subaccounts or general account

 

(123,103)

512,731

237,574

66,744

Contract terminations, withdrawals,

         

and other deductions

   

(23,722)

(9,381)

(18,993)

(24,509)

Contract maintenance charges

   

(20,137)

(20,327)

(56,671)

(63,671)

Increase (decrease) in net assets

   

 

 

 

 

 

from contract transactions

 

880,292

1,036,321

1,857,038

1,872,629

Net increase (decrease) in net assets

 

448,505

783,701

1,686,787

1,837,683

               

Net assets:

           

Beginning of the period

   

-

-

-

-

End of the period

   

$ 448,505

$ 783,701

$ 1,686,787

$ 1,837,683

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Fidelity VIP Contrafund®

Fidelity VIP Equity-Income

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

           

Net investment income (loss)

   

$ (25,177)

$ (39,462)

$ 133,992

$ 91,384

Net realized capital gains (losses)

         
 

on investments

   

100,686

7,340,283

(280,058)

1,858,082

Net change in unrealized appreciation/

         
 

depreciation of investments

 

(10,806,864)

(3,538,425)

(5,265,445)

(1,827,880)

Increase (decrease) in net assets

   

 

 

 

 

 

from operations

   

(10,731,355)

3,762,396

(5,411,511)

121,586

               

Contract transactions

           

Net contract purchase payments

   

627,111

1,527,899

180,539

241,396

Transfer payments from (to) other

         
 

subaccounts or general account

 

(169,369)

(838,156)

(200,504)

(544,832)

Contract terminations, withdrawals,

         

and other deductions

   

(1,218,067)

(1,196,685)

(602,552)

(743,061)

Contract maintenance charges

   

(1,321,952)

(1,359,119)

(762,656)

(863,987)

Increase (decrease) in net assets

   

 

 

 

 

 

from contract transactions

 

(2,082,277)

(1,866,061)

(1,385,173)

(1,910,484)

Net increase (decrease) in net assets

 

(12,813,632)

1,896,335

(6,796,684)

(1,788,898)

               

Net assets:

           

Beginning of the period

   

26,091,850

24,195,515

13,414,208

15,203,106

End of the period

   

$ 13,278,218

$ 26,091,850

$ 6,617,524

$ 13,414,208

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007, Except as Noted



       

Fidelity VIP Growth Opportunities

Fidelity VIP Index 500

       

Subaccount

Subaccount

       

2008

2007

2008

2007

Operations

           

Net investment income (loss)

   

$ (34,484)

$ (44,754)

$ 97,409

$ 143,359

Net realized capital gains (losses)

         
 

on investments

   

274,183

390,535

15,323

210,055

Net change in unrealized appreciation/

         
 

depreciation of investments

 

(3,544,713)

535,763

(2,772,337)

(143,848)

Increase (decrease) in net assets

   

 

 

 

 

 

from operations

   

(3,305,014)

881,544

(2,659,605)

209,566

               

Contract transactions

           

Net contract purchase payments

   

-

1,318,595

1,752,153

1,978,623

Transfer payments from (to) other

         
 

subaccounts or general account

 

(631,938)

1,456,240

743,056

489,254

Contract terminations, withdrawals,

         

and other deductions

   

(280,053)

(239,908)

(143,275)

(311,258)

Contract maintenance charges

   

(384,366)

(352,921)

(635,184)

(577,399)

Increase (decrease) in net assets

   

 

 

 

 

 

from contract transactions

 

(1,296,357)

2,182,006

1,716,750

1,579,220

Net increase (decrease) in net assets

 

(4,601,371)

3,063,550

(942,855)

1,788,786

               

Net assets:

           

Beginning of the period

   

6,874,952

3,811,402

6,471,158

4,682,372

End of the period

   

$ 2,273,581

$ 6,874,952

$ 5,528,303

$ 6,471,158

               
               
               

See accompanying notes.

           



Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



 

1.

Organization and Summary of Significant Accounting Policies

   


Organization
 
The WRL Series Life Account (the "Life Account") was established as a variable life insurance 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 ameneded. The Life Account encompasses the following tax-deferred variable life Contracts (the "Contracts") issued by WRL:
 
Class A:
WRL 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
Class C:
WRL For Life
Class E:
WRL Freedom Elite Builder
 
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 sixty-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:

 
       
   

Transamerica JPMorgan Core Bond VP

Transamerica T. Rowe Price Equity Income VP

   

Transamerica Asset Allocation - Conservative VP

Transamerica T. Rowe Price Small Cap VP

   

Transamerica Asset Allocation - Growth VP

Transamerica Templeton Global VP

   

Transamerica Asset Allocation - Moderate Growth VP

Transamerica Third Avenue Value VP

   

Transamerica Asset Allocation - Moderate VP

Transamerica Balanced VP

   

Transamerica International Moderate Growth VP

Transamerica Convertible Securities VP

   

Transamerica MFS International Equity VP

Transamerica Equity VP

   

Transamerica Capital Guardian US Equity VP

Transamerica Growth Opportunities VP

   

Transamerica Capital Guardian Value VP

Transamerica Money Market VP

   

Transamerica Clarion Global Real Estate Securities VP

Transamerica Small/MidCap Value VP

   

Transamerica Federated Market Opportunity VP

Transamerica U.S. Government Securities VP

   

Transamerica Science & Technology VP

Transamerica Value Balanced VP

   

Transamerica JPMorgan Mid Cap Value VP

Transamerica Van Kampen Mid-Cap Growth VP

   

Transamerica JPMorgan Enhanced Index VP

Transamerica Index 50 VP

   

Transamerica Marsico Growth VP

Transamerica Index 75 VP

   

Transamerica BlackRock Large Cap Value VP

 
   

Transamerica MFS High Yield VP

 
   

Transamerica Munder Net50 VP

 
   

Transamerica PIMCO Total Return VP

 
   

Transamerica Legg Mason Partners All Cap VP

 



Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



1.

Organization and Summary of Significant Accounting Policies (continued)

   


Life Account classes A, B, C and E invest in AEGON Transamerica Series Trust initial class shares.

 

Variable Insurance Products Fund-Service Class 2:

     
   

Fidelity VIP Contrafund®

       
   

Fidelity VIP Equity-Income

       
   

Fidelity VIP Growth Opportunities

     
   

Fidelity VIP Index 500

       
 

Profunds

             
   

ProFund VP Bull

         
   

ProFund VP Money Market

       
   

ProFund VP NASDAQ-100

       
   

ProFund VP Short Small-Cap

       
   

ProFund VP Small-Cap

       
   

Access VP High Yield

         
   

ProFund VP Europe 30

       
   

ProFund VP Oil & Gas

       
   

ProFund VP UltraSmall-Cap

       
   

ProFund VP Utilities

         
   

ProFund VP Consumer Services

       
   

ProFund VP Pharmaceuticals

       
   

ProFund VP Small-Cap Value

       
   

ProFund VP Falling US Dollar

       
   

ProFund VP Emerging Markets

       
   

ProFund VP International

       
   

ProFund VP Asia 30

         
   

ProFund VP Japan

         
   

ProFund VP Short NASDAQ-100

       
   

ProFund VP U.S. Government Plus

     
   

ProFund VP Basic Materials

       
   

ProFund VP Financials

       
   

ProFund VP Precious Metals

       
   

ProFund VP Telecommunications

       
   

ProFund VP Mid-Cap

         
   

ProFund VP Short Emerging Markets

     
   

ProFund VP Short International

       
                 

Each period reported on reflects a full twelve month period except as follows:

   
     

Subaccount

   

Inception Date

 
     

Transamerica Small/Mid Cap Value VP

May 1, 2004

 
     

Fidelity VIP Index 500 Portfolio

 

May 1, 2004

 
     

Transamerica International Moderate Growth VP

May 1, 2006

 
     

ProFund VP Bull

   

June 12, 2006

 
     

ProFund VP Money Market

 

June 12, 2006

 
     

ProFund VP NASDAQ-100

 

June 12, 2006

 



Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



1.

Organization and Summary of Significant Accounting Policies (continued)

   


Subaccount

     

Inception Date

     

ProFund VP Short Small-Cap

   

June 12, 2006

     

ProFund VP Small-Cap

   

June 12, 2006

     

Access VP High Yield

     

February 28, 2008

     

ProFund VP Europe 30

   

February 28, 2008

     

ProFund VP Oil & Gas

   

February 28, 2008

     

ProFund VP Ultra Small-Cap

   

February 28, 2008

     

ProFund VP Utilities

     

February 28, 2008

     

ProFund VP Consumer Services

   

February 28, 2008

     

ProFund VP Pharmaceuticals

   

February 28, 2008

     

ProFund VP Small-Cap Value

   

February 28, 2008

     

ProFund VP Falling US Dollar

   

February 28, 2008

     

ProFund VP Emerging Markets

   

February 28, 2008

     

ProFund VP International

   

February 28, 2008

     

ProFund VP Asia 30

     

February 28, 2008

     

ProFund VP Japan

     

February 28, 2008

     

ProFund VP Short NASDAQ-100

   

February 28, 2008

     

ProFund VP U.S. Government Plus

 

February 28, 2008

     

ProFund VP Basic Materials

   

February 28, 2008

     

ProFund VP Financials

   

February 28, 2008

     

ProFund VP Precious Metals

   

February 28, 2008

     

ProFund VP Telecommunications

   

February 28, 2008

     

ProFund VP Mid-Cap

     

February 28, 2008

     

ProFund VP Short Emerging Markets

 

February 28, 2008

     

ProFund VP Short International

   

February 28, 2008

     

Transamerica Index 50 VP

   

May 1, 2008

     

Transamerica Index 75 VP

   

May 1, 2008

     
                 

The following Portfolio name changes were made effective during the fiscal year ended December 31, 2008:

Portfolio

       

Formerly

     

Transamerica JPMorgan Core Bond VP

 

JPMorgan Core Bond

 

Transamerica Asset Allocation - Conservative VP

Asset Allocation - Conservative

 

Transamerica Asset Allocation - Growth VP

 

Asset Allocation - Growth

 

Transamerica Asset Allocation - Moderate Growth VP

Asset Allocation - Moderate Growth

 

Transamerica Asset Allocation - Moderate VP

 

Asset Allocation - Moderate

 

Transamerica International Moderate Growth VP

 

International Moderate Growth

Transamerica MFS International Equity VP

 

MFS International Equity

     

Transamerica Capital Guardian US Equity VP

 

Capital Guardian US Equity

Transamerica Capital Guardian Value VP

 

Capital Guardian Value

 

Transamerica Clarion Global Real Estate Securities VP

 

Clarion Global Real Estate Securities

Transamerica Federated Market Opportunity VP

 

Federated Market Opportunity

Transamerica Science & Technology VP

 

Transamerica Science & Technology

 

ProFund VP NASDAQ-100

   

June 12, 2006

     



Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



1.

Organization and Summary of Significant Accounting Policies (continued)
 

     

 

 

 

 

 

 

Portfolio

 

 

 

Formerly

   
 

Transamerica JPMorgan Mid Cap Value VP

JPMorgan Mid Cap Value

   
 

Transamerica JPMorgan Enhanced Index VP

JPMorgan Enhanced Index

   
 

Transamerica Marsico Growth VP

 

Marsico Growth

   
 

Transamerica BlackRock Large Cap Value VP

BlackRock Large Cap Value

   
 

Transamerica MFS High Yield VP

 

MFS High Yield

   
 

Transamerica Munder Net50 VP

 

Munder Net50

   
 

Transamerica PIMCO Total Return VP

 

PIMCO Total Return

   
 

Transamerica Legg Mason Partners All Cap VP

Legg Mason Partners All Cap

   
 

Transamerica T. Rowe Price Equity Income VP

T. Rowe Price Equity Income

   
 

Transamerica T. Rowe Price Small Cap VP

T. Rowe Price Small Cap

   
 

Transamerica Templeton Global VP

 

Templeton Transamerica Global

   
 

Transamerica Third Avenue Value VP

 

Third Avenue Value

   
 

Transamerica Balanced VP

 

Transamerica Balanced

   
 

Transamerica Convertible Securities VP

 

Transamerica Convertible Securities

   
 

Transamerica Equity VP

 

 

Transamerica Equity

   
 

Transamerica Growth Opportunities VP

 

Transamerica Growth Opportunities

   
 

Transamerica Money Market VP

 

Transamerica Money Market

   
 

Transamerica Small/MidCap Value VP

 

Transamerica Small/MidCap Value

   
 

Transamerica U.S. Government Securities VP

Transamerica U.S. Government Securities

   
 

Transamerica Value Balanced VP

 

Transamerica Value Balanced

   
 

Transamerica Van Kampen Mid-Cap Growth VP

Van Kampen Mid-Cap Growth

   


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, 2008.
 
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 life account are included in the Statements of Operations.
 

Dividend Income

Dividends received from the Series Funds investments are reinvested to purchase additional mutual fund shares.
 

Accounting Policy

Effective January 1, 2008 the Life Account adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. The adoption did not have a material impact on the Life Account's Financial Statements. See Note 8 to the Financial Statements for additional disclosure.


Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



2.

Investments

       
   
 

The aggregate cost of purchases and proceeds from sales of investments for the period ended December 31, 2008 were as follows:

             
         

Purchases

Sales

 

AEGON/Transamerica Series Fund, Inc.:

       
   

Transamerica JPMorgan Core Bond VP

   

$ 18,451,701

$ 15,053,994

 

 

Transamerica Asset Allocation - Conservative VP

 

 

28,561,368

7,832,432

 

 

Transamerica Asset Allocation - Growth VP

 

 

82,739,115

36,692,967

 

 

Transamerica Asset Allocation - Moderate Growth VP

 

66,577,461

39,080,660

 

 

Transamerica Asset Allocation - Moderate VP

 

 

28,164,835

16,414,335

 

 

Transamerica International Moderate Growth VP

 

 

5,562,000

2,278,281

 

 

Transamerica MFS International Equity VP

 

 

8,492,810

10,682,207

 

 

Transamerica Capital Guardian US Equity VP

 

 

1,017,959

193,965

 

 

Transamerica Capital Guardian Value VP

 

 

863,322

705,942

 

 

Transamerica Clarion Global Real Estate Securities VP

 

 

20,799,791

16,494,924

 

 

Transamerica Federated Market Opportunity VP

 

 

11,977,813

17,054,737

 

 

Transamerica Science & Technology VP

 

 

3,731,164

6,843,534

 

 

Transamerica JPMorgan Mid Cap Value VP

 

 

1,520,635

2,972,896

 

 

Transamerica JPMorgan Enhanced Index VP

 

 

744,173

670,168

 

 

Transamerica Marsico Growth VP

 

 

3,733,347

5,194,429

 

 

Transamerica BlackRock Large Cap Value VP

 

 

8,876,939

10,477,487

 

 

Transamerica MFS High Yield VP

 

 

905,012

866,755

 

 

Transamerica Munder Net50 VP

 

 

5,509,172

5,155,258

 

 

Transamerica PIMCO Total Return VP

 

 

14,783,631

7,967,551

 

 

Transamerica Legg Mason Partners All Cap VP

 

 

6,624,956

6,195,433

 

 

Transamerica T. Rowe Price Equity Income VP

 

 

9,511,050

5,166,546

 

 

Transamerica T. Rowe Price Small Cap VP

 

 

7,318,761

4,020,362

 

 

Transamerica Templeton Global VP

 

 

6,410,047

27,950,543

 

 

Transamerica Third Avenue Value VP

 

 

36,539,858

19,897,720

 

 

Transamerica Balanced VP

 

 

1,623,549

2,126,451

 

 

Transamerica Convertible Securities VP

 

 

4,092,779

3,014,777

 

 

Transamerica Equity VP

 

 

38,490,247

85,567,265

 

 

Transamerica Growth Opportunities VP

 

 

18,283,546

10,105,206

 

 

Transamerica Money Market VP

 

 

73,970,157

27,780,301

 

 

Transamerica Small/MidCap Value VP

 

 

9,944,591

4,760,107

 

 

Transamerica U.S. Government Securities VP

 

 

22,551,407

3,431,195




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



2.

Investments (continued)

       
         

Purchases

Sales

   

Transamerica Value Balanced VP

 

$ 16,769,348

$ 18,318,996

 

 

Transamerica Van Kampen Mid-Cap Growth VP

 

8,950,751

32,802,586

 

 

Transamerica Index 50 VP

 

 

150,264

44,475

 

 

Transamerica Index 75 VP

 

 

185,836

14,391

 

Profunds

 

 

 

 

 

 

ProFund VP Bull

 

 

15,647,971

15,509,697

 

 

ProFund VP Money Market

 

 

142,547,394

134,329,909

 

 

ProFund VP NASDAQ-100

 

 

11,470,713

20,947,987

 

 

ProFund VP Short Small-Cap

 

 

67,046,842

64,144,721

 

 

ProFund VP Small-Cap

 

 

26,264,708

26,243,313

 

 

Access VP High Yield

 

 

31,250,246

20,509,044

 

 

ProFund VP Europe 30

 

 

1,005,803

648,352

 

 

ProFund VP Oil & Gas

 

 

14,272,822

10,384,514

 

 

ProFund VP UltraSmall-Cap

 

 

52,896,116

52,456,235

 

 

ProFund VP Utilities

 

 

4,833,249

4,228,062

 

 

ProFund VP Consumer Services

 

280,949

128,003

 

 

ProFund VP Pharmaceuticals

 

 

977,496

469,446

 

 

ProFund VP Small-Cap Value

 

 

695,157

443,509

 

 

ProFund VP Falling US Dollar

 

 

25,771,246

24,152,958

 

 

ProFund VP Emerging Markets

 

9,231,389

7,568,475

 

 

ProFund VP International

 

 

1,510,124

873,765

 

 

ProFund VP Asia 30

 

 

2,437,298

1,235,839

 

 

ProFund VP Japan

 

 

973,610

876,036

 

 

ProFund VP Short NASDAQ-100

 

4,506,516

3,344,142

 

 

ProFund VP U.S. Government Plus

 

4,119,355

803,074

 

 

ProFund VP Basic Materials

 

 

12,301,300

10,234,101

 

 

ProFund VP Financials

 

 

2,439,751

1,460,422

 

 

ProFund VP Precious Metals

 

 

12,098,165

8,326,888

 

 

ProFund VP Telecommunications

 

4,360,880

3,442,112

 

 

ProFund VP Mid-Cap

 

 

1,916,033

879,717

 

 

ProFund VP Short Emerging Markets

 

6,218,213

4,366,414

 

 

ProFund VP Short International

 

3,254,913

1,387,357

 

Variable Insurance Products Fund (VIP) - Service Class 2:

 

 

 

 

 

Fidelity VIP Contrafund®

 

 

2,749,667

4,240,094

 

 

Fidelity VIP Equity-Income

 

 

511,243

1,751,215

 

 

Fidelity VIP Growth Opportunities

 

832,987

2,174,301

 

 

Fidelity VIP Index 500

 

 

3,139,716

1,265,931




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding

HB

IF

II

IH

IG

 

652

680

683

682

681

A summary of changes in equivalent accumulation units outstanding follows:

TB

UF

UI

UH

UG

 

FB

FU

FX

FW

FV

 

B7

R7

U7

T7

S7

 

Transamerica JPMorgan Core Bond VP

Transamerica Asset Allocation - Conservative VP

Transamerica Asset Allocation - Growth VP

Transamerica Asset Allocation - Moderate Growth VP

Transamerica Asset Allocation - Moderate VP

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

1,495,262

1,859,642

17,905,414

20,972,352

6,462,891

Units purchased

1,581,519

1,997,160

16,000,668

16,353,405

5,135,777

Units redeemed and

 

 

 

 

 

transferred

(1,574,246)

(1,834,556)

(13,110,457)

(14,231,998)

(4,694,883)

Units outstanding at

 

 

 

 

 

December 31, 2007

1,502,535

2,022,246

20,795,625

23,093,759

6,903,785

Units purchased

1,080,006

2,954,569

7,473,574

7,427,728

3,036,142

Units redeemed and

 

 

 

 

 

transferred

(1,010,534)

(1,611,871)

(8,285,822)

(8,573,968)

(3,183,429)

Units outstanding at

 

 

 

 

 

December 31, 2008

1,572,007

3,364,944

19,983,377

21,947,519

6,756,498




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

JT

HM

JC

IS

HP

 

752

631

0

0

628

A summary of changes in equivalent accumulation units outstanding follows:

VT

X0

V8

US

TP

 

GT

V0

V9

GD

FM

 

X4

H7

X3

X2

J7

 

Transamerica International Moderate Growth VP

Transamerica MFS International Equity VP

Transamerica Capital Guardian US Equity VP

Transamerica Capital Guardian Value VP

Transamerica Clarion Global Real Estate Securities VP

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

199,220

4,545,134

125,341

329,825

3,092,917

Units purchased

1,039,286

5,493,346

19,152

113,866

3,418,883

Units redeemed and

 

 

 

 

 

transferred

(459,277)

(5,518,137)

(21,720)

(170,503)

(3,870,973)

Units outstanding at

 

 

 

 

 

December 31, 2007

779,229

4,520,343

122,773

273,188

2,640,827

Units purchased

907,217

956,094

66,189

72,844

691,468

Units redeemed and

 

 

 

 

 

transferred

(631,489)

(1,675,367)

(27,388)

(94,373)

(1,211,903)

Units outstanding at

 

 

 

 

 

December 31, 2008

1,054,957

3,801,070

161,574

251,659

2,120,392




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

HI

HZ

HW

IY

HQ

 

643

622

616

0

610

A summary of changes in equivalent accumulation units outstanding follows:

TI

TZ

TW

UY

TQ

 

FI

FT

0

GG

FN

 

E7

Q7

0

X5

K7

 

Transamerica Federated Market Opportunity VP

Transamerica Science & Technology VP

Transamerica JPMorgan Mid Cap Value VP

Transamerica JPMorgan Enhanced Index VP

Transamerica Marsico Growth VP

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

3,472,419

2,515,412

1,072,445

124,431

1,422,393

Units purchased

2,919,178

707,767

715,248

92,694

1,529,607

Units redeemed and

 

 

 

 

 

transferred

(3,366,281)

994,358

(934,513)

(54,466)

(1,284,441)

Units outstanding at

 

 

 

 

 

December 31, 2007

3,025,316

4,217,537

853,180

162,659

1,667,559

Units purchased

1,236,394

1,904,366

17,068

52,678

650,810

Units redeemed and

 

 

 

 

 

transferred

(1,485,000)

(2,862,582)

(207,619)

(71,484)

(863,890)

Units outstanding at

 

 

 

 

 

December 31, 2008

2,776,710

3,259,321

662,629

143,853

1,454,479




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

HL

JA

HR

IJ

HU

 

635

0

611

684

614

A summary of changes in equivalent accumulation units outstanding follows:

TL

VA

TR

UJ

TU

 

FK

GH

FO

FY

FR

 

G7

X1

L7

V7

O7

 

Transamerica BlackRock Large Cap Value VP

Transamerica MFS High Yield VP

Transamerica Munder Net50 VP

Transamerica PIMCO Total Return VP

Transamerica Legg Mason Partners All Cap VP

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

2,711,207

176,750

1,235,153

912,999

2,868,843

Units purchased

2,743,268

414,513

1,755,350

2,083,958

2,280,925

Units redeemed and

 

 

 

 

 

transferred

(2,923,739)

(489,155)

(1,629,742)

(1,936,591)

(2,492,784)

Units outstanding at

 

 

 

 

 

December 31, 2007

2,530,736

102,108

1,360,761

1,060,366

2,656,984

Units purchased

517,030

81,001

658,664

1,760,367

521,193

Units redeemed and

 

 

 

 

 

transferred

(867,699)

(88,419)

(937,320)

(1,318,922)

(874,926)

Units outstanding at

 

 

 

 

 

December 31, 2008

2,180,067

94,690

1,082,105

1,501,811

2,303,251




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

HS

HT

HD

HO

IK

 

612

613

648

629

685

A summary of changes in equivalent accumulation units outstanding follows:

TS

TT

TD

TO

UK

 

FP

FQ

GJ

FL

FZ

 

M7

N7

C7

I7

W7

 

Transamerica T. Rowe Price Equity Income VP

Transamerica T. Rowe Price Small Cap VP

Transamerica Templeton Global VP

Transamerica Third Avenue Value VP

Transamerica Balanced VP

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

2,174,963

1,776,439

9,611,118

4,620,302

379,220

Units purchased

2,503,795

1,722,378

10,411,900

4,357,428

450,269

Units redeemed and

 

 

 

 

 

transferred

(2,496,356)

(1,771,218)

(10,828,543)

(4,695,968)

(389,374)

Units outstanding at

 

 

 

 

 

December 31, 2007

2,182,402

1,727,599

9,194,475

4,281,762

440,115

Units purchased

537,474

631,660

1,520,193

1,007,585

175,355

Units redeemed and

 

 

 

 

 

transferred

(817,988)

(716,090)

(2,443,319)

(1,610,565)

(252,751)

Units outstanding at

 

 

 

 

 

December 31, 2008

1,901,888

1,643,169

8,271,349

3,678,782

362,719




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

IL

IM

IO

HA

IT

 

686

687

688

651

0

A summary of changes in equivalent accumulation units outstanding follows:

UL

UM

UO

TA

UT

 

GA

GB

GC

FA

GE

 

X7

Y7

Z7

A7

Y1

 

Transamerica Convertible Securities VP

Transamerica Equity VP

Transamerica Growth Opportunities VP

Transamerica Money Market VP

Transamerica Small/MidCap Value VP

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

203,694

60,255,025

4,058,333

2,564,345

741,989

Units purchased

336,239

58,374,762

4,086,336

6,468,906

940,173

Units redeemed and

 

 

 

 

 

transferred

(260,256)

(63,646,865)

(4,107,033)

(5,999,335)

(405,274)

Units outstanding at

 

 

 

 

 

December 31, 2007

279,677

54,982,922

4,037,636

3,033,916

1,276,888

Units purchased

287,731

8,468,270

1,009,736

6,147,354

919,671

Units redeemed and

 

 

 

 

 

transferred

(301,244)

(13,615,876)

(1,534,409)

(3,670,108)

(794,972)

Units outstanding at

 

 

 

 

 

December 31, 2008

266,164

49,835,316

3,512,963

5,511,162

1,401,587




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

IU

HJ

HF

Y3

Z1

 

0

642

646

0

0

A summary of changes in equivalent accumulation units outstanding follows:

UU

TJ

TF

Y4

Z2

 

GF

FJ

GK

Y9

Z5

 

Y2

F7

D7

U8

U9

 

Transamerica U.S. Government Securities VP

Transamerica Value Balanced VP

Transamerica Van Kampen Mid-Cap Growth VP

Transamerica Index 50 VP

Transamerica Index 75 VP

 

Subaccount

Subaccount

Subaccount

Subaccount(1)

Subaccount(1)

Units outstanding at

         

January 1, 2007

58,559

6,324,588

7,997,423

-

-

Units purchased

136,808

5,859,252

8,281,549

-

-

Units redeemed and

 

 

 

 

 

transferred

(78,039)

(6,339,822)

(8,630,693)

-

-

Units outstanding at

 

 

 

 

 

December 31, 2007

117,328

5,844,018

7,648,279

-

-

Units purchased

2,096,907

746,715

1,321,795

20,884

21,215

Units redeemed and

 

 

 

 

 

transferred

(518,698)

(1,487,945)

(2,068,491)

(7,806)

(1,950)

Units outstanding at

 

 

 

 

 

December 31, 2008

1,695,537

5,102,788

6,901,583

13,078

19,265




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

JU

JY

JV

JX

JW

 

773

777

774

776

775

A summary of changes in equivalent accumulation units outstanding follows:

VU

VY

VV

VX

VW

 

GU

GY

GL

GX

GW

 

V6

Z6

W6

Y6

X6

 

ProFund VP Bull

ProFund VP Money Market

ProFund VP NASDAQ-100

ProFund VP Short Small-Cap

ProFund VP Small-Cap

 

Subaccount

Subaccount

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

736,714

144,185

80,871

18,450

303,258

Units purchased

3,735,673

10,320,616

3,444,853

10,462,230

7,653,547

Units redeemed and

 

 

 

 

 

transferred

(4,372,638)

(7,933,653)

(2,569,679)

(10,326,065)

(7,796,442)

Units outstanding at

 

 

 

 

 

December 31, 2007

99,749

2,531,148

956,045

154,615

160,363

Units purchased

1,680,604

17,657,831

1,435,455

8,068,591

4,124,862

Units redeemed and

 

 

 

 

 

transferred

(1,661,415)

(16,872,833)

(2,188,397)

(7,812,213)

(4,085,247)

Units outstanding at

 

 

 

 

 

December 31, 2008

118,938

3,316,146

203,103

410,993

199,978




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

A1

B1

C1

D1

E1

 

0

0

0

0

0

A summary of changes in equivalent accumulation units outstanding follows:

A2

B2

C2

D2

E2

 

A5

B5

C5

D5

E5

 

W1

A6

B6

C6

D6

 

Access VP High Yield

ProFund VP Europe 30

ProFund VP Oil & Gas

ProFund VP UltraSmall-Cap

ProFund VP Utilities

 

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Units outstanding at

         

January 1, 2007

-

-

-

-

-

Units purchased

-

-

-

-

-

Units redeemed and

 

 

 

 

 

transferred

-

-

-

-

-

Units outstanding at

 

 

 

 

 

December 31, 2007

-

-

-

-

-

Units purchased

3,336,212

124,323

1,687,256

7,335,651

517,263

Units redeemed and

 

 

 

 

 

transferred

(2,312,093)

(87,764)

(1,399,682)

(7,228,035)

(456,256)

Units outstanding at

 

 

 

 

 

December 31, 2008

1,024,119

36,559

287,574

107,616

61,007




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

F1

G1

H1

I1

J1

 

0

0

0

0

0

A summary of changes in equivalent accumulation units outstanding follows:

F2

G2

H2

I2

J2

 

F5

G5

H5

I5

J5

 

E6

F6

G6

H6

I6

 

ProFund VP Consumer Services

ProFund VP Pharmaceuticals

ProFund VP Small-Cap Value

ProFund VP Falling US Dollar

ProFund VP Emerging Markets

 

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Units outstanding at

         

January 1, 2007

-

-

-

-

-

Units purchased

-

-

-

-

-

Units redeemed and

 

 

 

 

 

transferred

-

-

-

-

-

Units outstanding at

 

 

 

 

 

December 31, 2007

-

-

-

-

-

Units purchased

38,037

121,806

89,030

2,755,007

1,210,714

Units redeemed and

 

 

 

 

 

transferred

(18,200)

(70,199)

(67,570)

(2,671,349)

(1,066,027)

Units outstanding at

 

 

 

 

 

December 31, 2008

19,837

51,607

21,460

83,658

144,687




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

K1

L1

M1

N1

O1

 

0

0

0

0

0

A summary of changes in equivalent accumulation units outstanding follows:

K2

L2

M2

N2

O2

 

K5

L5

M5

N5

O5

 

J6

K6

L6

M6

N6

 

ProFund VP International

ProFund VP Asia 30

ProFund VP Japan

ProFund VP Short NASDAQ-100

ProFund VP U.S. Government Plus

 

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Units outstanding at

         

January 1, 2007

-

-

-

-

-

Units purchased

-

-

-

-

-

Units redeemed and

 

 

 

 

 

transferred

-

-

-

-

-

Units outstanding at

 

 

 

 

 

December 31, 2007

-

-

-

-

-

Units purchased

191,549

376,084

111,246

537,935

459,410

Units redeemed and

 

 

 

 

 

transferred

(126,783)

(263,970)

(102,224)

(439,666)

(175,872)

Units outstanding at

 

 

 

 

 

December 31, 2008

64,766

112,114

9,022

98,269

283,538




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

P1

Q1

R1

S1

T1

 

0

0

0

0

0

A summary of changes in equivalent accumulation units outstanding follows:

P2

Q2

R2

S2

T2

 

P5

Q5

R5

S5

T5

 

O6

P6

Q6

R6

S6

 

ProFund VP Basic Materials

ProFund VP Financials

ProFund VP Precious Metals

ProFund VP Telecommunications

ProFund VP Mid-Cap

 

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Subaccount(1)

Units outstanding at

         

January 1, 2007

-

-

-

-

-

Units purchased

-

-

-

-

-

Units redeemed and

 

 

 

 

 

transferred

-

-

-

-

-

Units outstanding at

 

 

 

 

 

December 31, 2007

-

-

-

-

-

Units purchased

1,426,984

375,194

1,737,640

440,032

264,057

Units redeemed and

 

 

 

 

 

transferred

(1,297,432)

(270,608)

(1,372,609)

(381,977)

(142,760)

Units outstanding at

 

 

 

 

 

December 31, 2008

129,552

104,586

365,031

58,055

121,297




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

U1

V1

XB

XC

XA

 

0

0

624

625

623

A summary of changes in equivalent accumulation units outstanding follows:

U2

V2

0

0

0

 

U5

V5

0

0

0

 

T6

U6

0

0

0

 

ProFund VP Short Emerging Markets

ProFund VP Short International

Fidelity VIP Contrafund®

Fidelity VIP Equity-Income

Fidelity VIP Growth Opportunities

 

Subaccount(1)

Subaccount(1)

Subaccount

Subaccount

Subaccount

Units outstanding at

         

January 1, 2007

-

-

1,791,909

1,015,129

446,408

Units purchased

-

-

1,550,611

940,672

819,592

Units redeemed and

 

 

 

 

 

transferred

-

-

(1,680,296)

(1,063,370)

(604,918)

Units outstanding at

 

 

 

 

 

December 31, 2007

-

-

1,662,224

892,431

661,082

Units purchased

618,850

347,501

448,312

147,356

242,767

Units redeemed and

 

 

 

 

 

transferred

(490,438)

(203,829)

(621,148)

(262,986)

(412,133)

Units outstanding at

 

 

 

 

 

December 31, 2008

128,412

143,672

1,489,388

776,801

491,716




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



3. Accumulation Units Outstanding (continued)

JP

         
 

0

         

A summary of changes in equivalent accumulation units outstanding follows:

VP

         
 

GI

         
 

W2

         
 

Fidelity VIP Index 500

         
 

Subaccount

         

Units outstanding at

           

January 1, 2007

344,135

         

Units purchased

277,005

         

Units redeemed and

           

transferred

(163,383)

         

Units outstanding at

 

         

December 31, 2007

457,757

         

Units purchased

395,902

         

Units redeemed and

           

transferred

(221,662)

         

Units outstanding at

           

December 31, 2008

631,997

         



Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights

 


The Mutual Fund 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.
 

       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica JPMorgan Core Bond VP

                     
   

12/31/2008

1,572,007

$11.37

to

$10.27

$50,786,352

 

4.47%

0.00%

to

1.50%

5.58%

to

2.72%

   

12/31/2007

1,502,535

10.77

to

33.47

47,127,749

 

5.18

0.00

to

0.90

6.94

to

5.98

   

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

Transamerica Asset Allocation - Conservative VP

                 
   

12/31/2008

3,364,944

8.56

to

8.22

37,299,335

 

3.14

0.00

to

1.50

(21.18)

to

(17.75)

   

12/31/2007

2,022,246

10.86

to

14.27

28,741,879

 

3.22

0.00

to

0.90

6.38

to

5.43

   

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

Transamerica Asset Allocation - Growth VP

                   
   

12/31/2008

19,983,377

6.79

to

6.88

194,363,564

 

2.92

0.00

to

1.50

(39.63)

to

(31.18)

   

12/31/2007

20,795,625

11.25

to

16.22

337,873,349

 

2.30

0.00

to

0.90

7.76

to

6.79

   

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

Transamerica Asset Allocation - Moderate Growth VP

                 
   

12/31/2008

21,947,519

7.51

to

7.45

229,931,170

 

3.02

0.00

to

1.50

(32.76)

to

(25.47)

   

12/31/2007

23,093,759

11.16

to

15.77

363,338,011

 

2.40

0.00

to

0.90

7.81

to

6.84

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica Asset Allocation - Moderate VP

                 
   

12/31/2008

6,756,498

8.23

to

7.93

74,201,260

 

3.46

0.00

to

1.50

(25.96)

to

(20.67)

   

12/31/2007

6,903,785

11.12

to

15.06

103,347,293

 

3.01

0.00

to

0.90

7.96

to

6.99

   

12/31/2006

6,462,891

10.30

to

14.08

90,505,789

 

2.68

0.00

to

0.90

3.01

to

10.49

   

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

Transamerica International Moderate Growth VP

                 
   

12/31/2008

1,054,957

7.29

to

7.04

7,472,170

 

2.39

0.00

to

1.50

(36.12)

to

(29.63)

   

12/31/2007

779,229

11.42

to

11.17

8,709,877

 

1.27

0.00

to

0.90

8.69

to

7.72

   

12/31/2006 (1)

199,220

10.50

to

10.37

2,065,761

 

-

0.00

to

0.90

5.04

to

3.67

Transamerica MFS International Equity VP

                   
   

12/31/2008

3,801,070

6.52

to

7.13

37,280,087

 

5.17

0.00

to

1.50

(34.78)

to

(28.70)

   

12/31/2007

4,520,343

15.30

to

15.30

69,174,582

 

0.96

0.90

to

0.90

8.17

to

8.17

   

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

 

-

0.90

to

0.90

13.32

to

13.32

Transamerica Capital Guardian US Equity VP

                   
   

12/31/2008

161,574

6.17

to

6.98

1,281,713

 

2.72

0.00

to

1.50

(38.30)

to

(30.22)

   

12/31/2007

122,773

13.46

to

13.46

1,652,054

 

0.72

0.90

to

0.90

(1.05)

to

(1.05)

   

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

Transamerica Capital Guardian Value VP

                     
   

12/31/2008

251,659

$5.83

to

$7.49

$ 2,109,260

 

6.94%

0.00%

to

1.50%

(39.52)%

to

(25.15)%

   

12/31/2007

273,188

9.64

to

13.97

3,833,240

 

1.05

0.00

to

0.90

(6.28)

to

(7.12)

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica Clarion Global Real Estate Securities VP

                 
   

12/31/2008

2,120,392

5.80

to

6.64

35,802,121

 

6.51

0.00

to

1.50

(42.38)

to

(33.61)

   

12/31/2007

2,640,827

10.07

to

30.40

78,152,720

 

6.51

0.00

to

0.90

(6.70)

to

(7.54)

   

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

Transamerica Federated Market Opportunity VP

                 
   

12/31/2008

2,776,710

9.63

to

8.98

76,620,436

 

4.63

0.00

to

1.50

(4.53)

to

(10.19)

   

12/31/2007

3,025,316

10.09

to

32.50

90,239,892

 

3.71

0.00

to

0.90

(0.48)

to

(1.37)

   

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

Transamerica Science & Technology VP

                     
   

12/31/2008

3,259,321

7.03

to

6.39

9,450,617

 

-

0.00

to

1.50

(48.59)

to

(36.07)

   

12/31/2007

4,217,537

13.68

to

5.48

23,965,610

 

-

0.00

to

0.90

32.75

to

31.56

   

12/31/2006

2,515,412

10.31

to

4.17

10,615,667

 

-

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

 

-

0.75

to

0.90

7.25

to

7.10

Transamerica JPMorgan Mid Cap Value VP

                   
   

12/31/2008

662,629

9.87

to

11.78

7,801,733

 

1.39

0.75

to

0.90

(33.38)

to

(33.48)

   

12/31/2007

853,180

14.82

to

17.71

15,098,211

 

0.97

0.75

to

0.90

2.06

to

1.91

   

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

Transamerica JPMorgan Enhanced Index VP

                   
   

12/31/2008

143,853

6.78

to

7.24

1,244,001

 

5.56

0.00

to

1.50

(37.35)

to

(27.64)

   

12/31/2007

162,659

10.82

to

13.85

2,265,492

 

1.28

0.00

to

0.90

4.54

to

3.60

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica Marsico Growth VP

                     
   

12/31/2008

1,454,479

7.39

to

6.90

10,355,911

 

0.79

0.00

to

1.50

(40.95)

to

(31.00)

   

12/31/2007

1,667,559

12.51

to

12.01

20,285,822

 

0.03

0.00

to

0.90

20.40

to

19.32

   

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

 

-

0.75

to

0.90

11.41

to

11.25

Transamerica BlackRock Large Cap Value VP

                   
   

12/31/2008

2,180,067

7.16

to

7.47

38,809,530

 

0.93

0.00

to

1.50

(33.89)

to

(25.29)

   

12/31/2007

2,530,736

10.83

to

27.70

68,941,852

 

0.95

0.00

to

0.90

4.64

to

3.70

   

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

Transamerica MFS High Yield VP

                     
   

12/31/2008

94,690

$7.84

to

$7.58

$ 918,817

 

10.45%

0.00%

to

1.50%

(25.20)%

to

(24.19)%

   

12/31/2007

102,108

10.48

to

13.28

1,336,203

 

5.62

0.00

to

0.90

1.85

to

0.94

   

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

Transamerica Munder Net50 VP

                     
   

12/31/2008

1,082,105

6.99

to

6.60

6,965,903

 

4.10

0.00

to

1.50

(43.53)

to

(34.04)

   

12/31/2007

1,360,761

12.38

to

11.32

15,594,700

 

-

0.00

to

0.90

17.04

to

15.99

   

12/31/2006

1,235,153

10.57

to

9.76

12,172,185

 

-

0.00

to

0.90

5.74

to

(0.89)

   

12/31/2005

1,441,506

12.44

to

9.85

14,266,078

 

-

0.75

to

0.90

7.26

to

7.10

   

12/31/2004

1,655,749

11.60

to

9.19

15,258,930

 

-

0.75

to

0.90

14.47

to

14.31

Transamerica PIMCO Total Return VP

                     
   

12/31/2008

1,501,811

10.64

to

9.72

18,475,521

 

6.05

0.00

to

1.50

(2.79)

to

(2.76)

   

12/31/2007

1,060,366

10.94

to

12.85

13,571,965

 

2.52

0.00

to

0.90

8.95

to

7.97

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica Legg Mason Partners All Cap VP

                 
   

12/31/2008

2,303,251

6.74

to

7.19

24,086,757

 

2.08

0.00

to

1.50

(36.36)

to

(28.08)

   

12/31/2007

2,656,984

10.59

to

16.66

44,097,690

 

1.32

0.00

to

0.90

1.04

to

0.13

   

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

Transamerica T. Rowe Price Equity Income VP

                 
   

12/31/2008

1,901,888

6.88

to

7.46

16,505,234

 

3.56

0.00

to

1.50

(35.97)

to

(25.37)

   

12/31/2007

2,182,402

10.74

to

13.59

29,803,993

 

2.18

0.00

to

0.90

3.32

to

2.39

   

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

Transamerica T. Rowe Price Small Cap VP

                   
   

12/31/2008

1,643,169

7.10

to

6.82

13,944,419

 

1.72

0.00

to

1.50

(36.25)

to

(31.81)

   

12/31/2007

1,727,599

11.14

to

13.39

23,180,179

 

-

0.00

to

0.90

9.61

to

8.63

   

12/31/2006

1,776,439

10.17

to

12.33

21,921,541

 

-

0.00

to

0.90

1.67

to

2.67

   

12/31/2005

2,719,220

12.42

to

12.01

32,674,271

 

-

0.75

to

0.90

9.79

to

9.63

   

12/31/2004

2,141,030

11.31

to

10.95

23,455,627

 

-

0.75

to

0.90

9.54

to

9.38

Transamerica Templeton Global VP

                     
   

12/31/2008

8,271,349

6.76

to

6.63

153,798,351

 

1.91

0.00

to

1.50

(43.67)

to

(33.70)

   

12/31/2007

9,194,475

12.01

to

33.70

306,677,582

 

1.54

0.00

to

0.90

15.25

to

14.21

   

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

 

-

0.75

to

0.90

8.25

to

8.09

Transamerica Third Avenue Value VP

                     
   

12/31/2008

3,678,782

6.19

to

6.65

61,758,740

 

5.00

0.00

to

1.50

(41.15)

to

(33.52)

   

12/31/2007

4,281,762

10.52

to

29.87

123,946,756

 

3.90

0.00

to

0.90

1.20

to

0.29

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)

                     
       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica Balanced VP

                       
   

12/31/2008

362,719

$7.81

to

$7.54

$ 3,708,306

 

1.79%

0.00%

to

1.50%

(32.40)%

to

(24.65)%

   

12/31/2007

440,115

11.55

to

15.28

6,717,223

 

1.12

0.00

to

0.90

13.61

to

12.59

   

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

Transamerica Convertible Securities VP

                     
   

12/31/2008

266,164

7.69

to

6.90

2,793,827

 

5.78

0.00

to

1.50

(36.87)

to

(30.98)

   

12/31/2007

279,677

12.19

to

16.94

4,705,341

 

1.85

0.00

to

0.90

18.63

to

17.57

   

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

Transamerica Equity VP

                       
   

12/31/2008

49,835,316

6.39

to

6.47

486,736,537

 

0.23

0.00

to

1.50

(46.00)

to

(35.27)

   

12/31/2007

54,982,922

11.84

to

18.26

1,003,665,346

 

0.02

0.00

to

0.90

16.29

to

15.24

   

12/31/2006

60,255,025

10.18

to

15.85

954,551,153

 

-

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

 

-

0.75

to

0.90

14.94

to

14.77

Transamerica Growth Opportunities VP

                     
   

12/31/2008

3,512,963

7.46

to

7.04

35,860,695

 

3.63

0.00

to

1.50

(40.90)

to

(29.61)

   

12/31/2007

4,037,636

12.62

to

17.41

70,373,607

 

0.05

0.00

to

0.90

23.09

to

21.98

   

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

 

-

0.75

to

0.90

15.36

to

15.19

   

12/31/2004

4,139,106

12.14

to

11.90

49,251,986

 

-

0.75

to

0.90

15.75

to

15.58

Transamerica Money Market VP

                     
   

12/31/2008

5,511,162

10.84

to

10.02

106,465,305

 

2.29

0.00

to

1.50

2.39

to

0.22

   

12/31/2007

3,033,916

10.58

to

20.99

60,281,924

 

4.86

0.00

to

0.90

5.03

to

4.09

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)

                     
       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Transamerica Small/MidCap Value VP

                     
   

12/31/2008

1,401,587

7.69

to

5.98

15,296,736

 

1.93

0.00

to

1.50

(40.87)

to

(40.25)

   

12/31/2007

1,276,888

13.00

to

18.64

23,810,752

 

1.00

0.00

to

0.90

24.74

to

23.62

   

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

 

-

0.75

to

0.90

21.73

to

21.56

Transamerica U.S. Government Securities VP

                   
   

12/31/2008

1,695,537

11.46

to

10.47

21,286,906

 

2.86

0.00

to

1.50

7.66

to

4.69

   

12/31/2007

117,328

10.64

to

11.91

1,376,520

 

4.45

0.00

to

0.90

6.05

to

5.10

   

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

Transamerica Value Balanced VP

                     
   

12/31/2008

5,102,788

7.65

to

7.52

91,467,937

 

4.68

0.00

to

1.50

(30.54)

to

(24.80)

   

12/31/2007

5,844,018

11.01

to

26.13

152,246,049

 

2.54

0.00

to

0.90

6.72

to

5.76

   

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

Transamerica Van Kampen Mid-Cap Growth VP

                 
   

12/31/2008

6,901,583

$6.85

to

$6.14

$171,968,478

 

2.07%

0.00%

to

1.50%

(46.29)%

to

(38.60)%

   

12/31/2007

7,648,279

12.76

to

47.36

358,556,956

 

-

0.00

to

0.90

22.53

to

21.43

   

12/31/2006

7,997,423

10.41

to

39.00

310,555,164

 

-

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

 

-

0.75

to

0.90

6.34

to

6.18

Transamerica Index 50 VP

                       
   

12/31/2008 (1)

13,078

8.28

to

8.71

107,640

 

-

0.00

to

1.50

(17.20)

to

(12.93)

Transamerica Index 75 VP

                       
   

12/31/2008 (1)

19,265

7.31

to

7.85

139,984

 

-

0.00

to

1.50

(26.90)

to

(21.47)

ProFund VP Bull

                         
   

12/31/2008

118,938

6.65

to

7.16

863,897

 

-

0.00

to

1.50

(37.67)

to

(28.37)

   

12/31/2007

99,749

10.67

to

11.75

1,172,564

 

0.21

0.00

to

0.90

3.55

to

2.62

   

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




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)

                     
       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

ProFund VP Money Market

                       
   

12/31/2008

3,316,146

10.53

to

9.94

34,730,445

 

0.80

0.00

to

1.50

0.84

to

(0.57)

   

12/31/2007

2,531,148

10.45

to

10.47

26,514,159

 

3.20

0.00

to

0.90

3.77

to

2.84

   

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 NASDAQ-100

                       
   

12/31/2008

203,103

6.86

to

6.59

1,543,465

 

-

0.00

to

1.50

(42.48)

to

(34.13)

   

12/31/2007

956,045

11.92

to

13.33

12,749,323

 

-

0.00

to

0.90

17.62

to

16.57

   

12/31/2006 (1)

80,871

10.13

to

11.43

924,473

 

-

0.00

to

0.90

1.34

to

14.31

ProFund VP Short Small-Cap

                       
   

12/31/2008

410,993

12.73

to

10.99

4,620,257

 

2.41

0.00

to

1.50

24.08

to

9.92

   

12/31/2007

154,615

10.26

to

9.13

1,411,173

 

6.97

0.00

to

0.90

4.53

to

3.59

   

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

                       
   

12/31/2008

199,978

6.47

to

7.30

1,396,212

 

0.20

0.00

to

1.50

(35.40)

to

(26.96)

   

12/31/2007

160,363

10.01

to

10.90

1,748,012

 

0.23

0.00

to

0.90

(2.21)

to

(3.09)

   

12/31/2006 (1)

303,258

10.24

to

11.25

3,410,298

 

-

0.00

to

0.90

2.39

to

12.45

Access VP High Yield

                       
   

12/31/2008 (1)

1,024,119

9.98

to

9.75

10,141,967

 

7.35

0.00

to

1.50

(0.23)

to

(2.47)

ProFund VP Europe 30

                       
   

12/31/2008 (1)

36,559

6.05

to

6.24

219,656

 

2.60

0.00

to

1.50

(39.47)

to

(37.62)

ProFund VP Oil & Gas

                       
   

12/31/2008 (1)

287,574

6.40

to

5.88

1,826,872

 

-

0.00

to

1.50

(36.01)

to

(41.24)

ProFund VP UltraSmall-Cap

                       
   

12/31/2008 (1)

107,616

4.05

to

4.62

432,263

 

0.70

0.00

to

1.50

(59.55)

to

(53.76)

ProFund VP Utilities

                       
   

12/31/2008 (1)

61,007

7.54

to

7.19

456,532

 

1.49

0.00

to

1.50

(24.62)

to

(28.14)

ProFund VP Consumer Services

                     
   

12/31/2008 (1)

19,837

7.11

to

7.88

140,060

 

-

0.00

to

1.50

(28.86)

to

(21.22)

ProFund VP Pharmaceuticals

                       
   

12/31/2008 (1)

51,607

8.69

to

9.20

445,070

 

2.58

0.00

to

1.50

(13.13)

to

(8.04)

ProFund VP Small-Cap Value

                       
   

12/31/2008 (1)

21,460

7.28

to

7.88

154,996

 

-

0.00

to

1.50

(27.25)

to

(21.24)




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)

                     
       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

ProFund VP Falling US Dollar

                       
   

12/31/2008 (1)

83,658

$9.15

to

$8.91

$ 760,102

 

0.05%

0.00%

to

1.50%

(8.51)%

to

(10.88)%

ProFund VP Emerging Markets

                     
   

12/31/2008 (1)

144,687

5.07

to

5.64

727,622

 

0.75

0.00

to

1.50

(49.34)

to

(43.64)

ProFund VP International

                       
   

12/31/2008 (1)

64,766

6.04

to

6.47

388,476

 

1.25

0.00

to

1.50

(39.58)

to

(35.28)

ProFund VP Asia 30

                       
   

12/31/2008 (1)

112,114

5.56

to

6.46

618,511

 

1.21

0.00

to

1.50

(44.43)

to

(35.44)

ProFund VP Japan

                       
   

12/31/2008 (1)

9,022

6.54

to

6.71

58,614

 

18.13

0.00

to

1.50

(34.56)

to

(32.93)

ProFund VP Short NASDAQ-100

                     
   

12/31/2008 (1)

98,269

12.77

to

13.03

1,246,070

 

2.44

0.00

to

1.50

27.72

to

30.26

ProFund VP U.S. Government Plus

                     
   

12/31/2008 (1)

283,538

15.11

to

14.86

4,253,928

 

1.06

0.00

to

1.50

51.14

to

48.62

ProFund VP Basic Materials

                       
   

12/31/2008 (1)

129,552

4.72

to

4.76

607,611

 

0.21

0.00

to

1.50

(52.76)

to

(52.38)

ProFund VP Financials

                       
   

12/31/2008 (1)

104,586

5.35

to

6.81

555,616

 

1.56

0.00

to

1.50

(46.51)

to

(31.89)

ProFund VP Precious Metals

                       
   

12/31/2008 (1)

365,031

5.98

to

6.38

2,165,703

 

3.70

0.00

to

1.50

(40.24)

to

(36.21)

ProFund VP Telecommunications

                     
   

12/31/2008 (1)

58,055

7.78

to

8.22

448,505

 

1.66

0.00

to

1.50

(22.17)

to

(17.79)

ProFund VP Mid-Cap

                       
   

12/31/2008 (1)

121,297

6.51

to

6.75

783,701

 

0.70

0.00

to

1.50

(34.93)

to

(32.48)

ProFund VP Short Emerging Markets

                     
   

12/31/2008 (1)

128,412

13.23

to

12.21

1,686,787

 

0.08

0.00

to

1.50

32.34

to

22.07

ProFund VP Short International

                     
   

12/31/2008 (1)

143,672

12.88

to

11.97

1,837,683

 

0.05

0.00

to

1.50

28.85

to

19.73




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)

                     
       

Unit FairValue

     

Expense

Total Return

       

Corresponding to

   

Investment

Ratio

Corresponding to

   

Year

 

Lowest to Highest

Net

 

Income

Lowest to

Lowest to Highest

Subaccount

Ended

Units

Expense Ratio

Assets

 

Ratio*

Highest**

Expense Ratio***

Fidelity VIP Contrafund®

                       
   

12/31/2008

1,489,388

8.92

to

8.92

13,278,218

 

0.76

0.90

to

0.90

(43.20)

to

(43.20)

   

12/31/2007

1,662,224

15.70

to

15.70

26,091,850

 

0.74

0.90

to

0.90

16.25

to

16.25

   

12/31/2006

1,791,909

13.50

to

13.50

24,195,515

 

0.98

0.90

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

Fidelity VIP Equity-Income

                       
   

12/31/2008

776,801

8.52

to

8.52

6,617,524

 

2.18

0.90

to

0.90

(43.32)

to

(43.32)

   

12/31/2007

892,431

15.03

to

15.03

13,414,208

 

1.52

0.90

to

0.90

0.36

to

0.36

   

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

Fidelity VIP Growth Opportunities

                     
   

12/31/2008

491,716

4.62

to

4.62

2,273,581

 

0.11

0.90

to

0.90

(55.54)

to

(55.54)

   

12/31/2007

661,082

10.40

to

10.40

6,874,952

 

-

0.90

to

0.90

21.80

to

21.80

   

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

Fidelity VIP Index 500

                       
   

12/31/2008

631,997

$6.83

to

$7.19

$5,528,303

 

2.38%

0.00%

to

1.50%

(37.16)%

to

(28.13)%

   

12/31/2007

457,757

10.86

to

13.56

6,471,158

 

3.39

0.00

to

0.90

5.18

to

4.24

   

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 (1)

49,601

11.60

to

10.98

560,487

 

0.18

0.75

to

0.90

9.52

to

14.53



*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 year.
 
**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 Series Fund are excluded.


Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)



***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. Total returns reflect a full twelve month period except for those subaccounts indicated in the Organization and Summary of Significant Accounting Policies footnote and new expense ratios as follows:
 
Expense Ratio Inception Date
1.50% July 2, 2008

 

There are subaccounts that have total returns outside of the range indiciated above. The following is a list of the subaccounts and their corresponding total returns.
 

Subaccount

       

2008 Total Return Range

Transamerica Asset Allocation - Conservative VP

 

(21.89)% to (17.75)%

Transamerica Asset Allocation - Growth VP

 

(40.18)% to (31.18)%

Transamerica Asset Allocation - Moderate Growth VP

 

(33.37)% to (25.47)%

Transamerica Asset Allocation - Moderate VP

 

(26.63)% to (20.67)%

Transamerica International Moderate Growth VP

 

(36.69)% to (29.63)%

Transamerica MFS International Equity VP

 

(35.87)% to (28.70)%

Transamerica Capital Guardian US Equity VP

 

(40.90)% to (30.22)%

Transamerica Capital Guardian Value VP

   

(40.06)% to (25.15)%

Transamerica Clarion Global Real Estate Securities VP

 

(42.90)% to (33.61)%

Transamerica Science & Technology VP

 

(49.05)% to (36.07)%

Transamerica JPMorgan Enhanced Index VP

 

(37.91)% to (27.64)%

Transamerica Marsico Growth VP

   

(41.47)% to (31.00)%

Transamerica BlackRock Large Cap Value VP

 

(34.48)% to (25.29)%

Transamerica MFS High Yield VP

   

(25.87)% to (24.19)%

Transamerica Munder Net50 VP

   

(44.04)% to (34.04)%

Transamerica PIMCO Total Return VP

   

(3.66)% to (2.76)%

Transamerica Legg Mason Partners All Cap VP

 

(36.93)% to (28.08)%

Transamerica T. Rowe Price Equity Income VP

 

(36.54)% to (25.37)%

Transamerica T. Rowe Price Small Cap VP

 

(36.82)% to (31.81)%

Transamerica Templeton Global VP

   

(44.18)% to (33.70)%

Transamerica Third Avenue Value VP

   

(41.68)% to (33.52)%

Transamerica Balanced VP

   

(33.01)% to (24.65)%




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



4.

Financial Highlights (continued)



Subaccount

       

2008 Total Return Range

Transamerica Convertible Securities VP

   

(37.44)% to (30.98)%

Transamerica Equity VP

     

(46.49)% to (35.27)%

Transamerica Growth Opportunities VP

   

(41.44)% to (29.61)%

Transamerica Small/MidCap Value VP

   

(41.40)% to (40.25)%

Transamerica Value Balanced VP

   

(31.16)% to (24.80)%

Transamerica Van Kampen Mid-Cap Growth VP

 

(46.77)% to (38.60)%

Transamerica Index 50 VP

   

(17.70)% to (12.93)%

Transamerica Index 75 VP

   

(27.34)% to (21.47)%

ProFund VP Bull

     

(38.23)% to (28.37)%

ProFund VP NASDAQ-100

   

(43.00)% to (34.13)%

ProFund VP Small-Cap

     

(35.98)% to (26.96)%

ProFund VP Europe 30

     

(39.93)% to (37.62)%

ProFund VP UltraSmall-Cap

   

(59.86)% to (53.76)%

ProFund VP Consumer Services

   

(29.40)% to (21.22)%

ProFund VP Pharmaceuticals

   

(13.78)% to (8.04)%

ProFund VP Small-Cap Value

   

(27.80)% to (21.24)%

ProFund VP Emerging Markets

   

(49.72)% to (43.64)%

ProFund VP International

     

(40.03)% to (35.28)%

ProFund VP Asia 30

     

(44.35)% to (35.44)%

ProFund VP Japan

     

(35.05)% to (32.93)%

ProFund VP Short NASDAQ-100

   

26.76% to 30.26%

ProFund VP Basic Materials

   

(53.11)% to (52.38)%

ProFund VP Financials

     

(46.91)% to (31.89)%

ProFund VP Precious Metals

   

(40.69)% to (36.21)%

ProFund VP Telecommunications

   

(22.75)% to (17.79)%

ProFund VP Mid-Cap

     

(35.42)% to (32.48)%

Fidelity VIP Index 500

     

(37.72)% to (28.13)%




Western Reserve Life Assurance Co.

WRL Series Life Account

Notes to Financial Statements

December 31, 2008



5.

Administrative, Mortality, and Expense Risk Charge



Under some forms of the Contracts, 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 Contract, 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 0.00% and 1.50% of average daily net assets is assessed to compensate WRL for assumption of mortality and expense risks in connection with the issuance and administration of the Contracts. 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.
 

8.

Fair Value Measurements and Fair Value Hierarchy



SFAS No. 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the nature of inputs used to measure fair value and enhances disclosure requirements for fair value measurements.
 
The Life Account has categorized its financial instruments into a three level hierarchy which is based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.
 
Financial assets and liabilities recorded at fair value on the Statement of Assets and Liabilities are categorized as follows:
 
Level 1. Unadjusted quoted prices for identical assets or liabilities in an active market.
 

Level 2. Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
 
a) Quoted prices for similar assets or liabilities in active markets
b) Quoted prices for identical or similar assets or liabilities in non-active markets
c) Inputs other than quoted market prices that are observable
d) Inputs that are derived principally from or corroborated by observable market
data through correlation or other means.

 

Level 3. Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
 
All investments in Mutual Funds included in the Statement of Assets and Liabilities are stated at fair value and are based upon daily unadjusted quoted prices, therefore are considered Level 1.

 


 

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 (the Company) as of December 31, 2008 and 2007, 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, 2008. Our audits also included the statutory-basis financial statement schedules required by Regulation S-X, Article 7. These financial statements and schedules are the responsibility of the Company-;s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with 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 statements of these variances are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with U.S. generally accepted accounting principles, the financial position of Western Reserve Life Assurance Co. of Ohio at December 31, 2008 and 2007, or the results of its operations or its cash flow for each of the three years in the period ended December 31, 2008.

 

1
A member firm of Ernst & Young Global Limited



src="wrlfinancials_files/g92701finn4.jpg">

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, 2008 and 2007, and the results of its operations and its cash flow for each of the three years in the period ended December 31, 2008, 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, Western Reserve Life Assurance Co. of Ohio, with the permission of the Ohio Superintendent of Insurance, changed its policy for deferred income taxes at December 31, 2008.

/s/ Ernst & Young LLP

Des Moines, Iowa

March 27, 2009

 

2
A member firm of Ernst & Young Global Limited



Western Reserve Life Assurance Co. of Ohio

Balance Sheets -; Statutory Basis

(Dollars in Thousands, Except per Share Amounts)

 

     December 31
     2008    2007

Admitted assets

     

Cash and invested assets:

     

Bonds

   $ 619,733    $ 696,849

Preferred stocks

     4,545      4,673

Common stocks of affiliated entities (cost: 2008-;$21,422 and 2007-;$20,659)

     26,092      24,397

Mortgage loans on real estate

     12,754      24,493

Home office properties

     37,806      38,574

Cash, cash equivalents and short-term investments

     279,506      45,633

Policy loans

     411,020      410,844

Invested asset receivable

     25,399      -;  

Other invested assets

     8,351      10,358
             

Total cash and invested assets

     1,425,206      1,255,821

Net deferred income tax asset

     76,045      30,879

Premiums deferred and uncollected

     4,431      4,970

Reinsurance receivable

     3,293      8,579

Federal income tax recoverable

     75,192      -;  

Receivable from parent, subsidiaries and affiliates

     81,614      16,005

Investment income due and accrued

     7,577      7,722

Cash surrender value of life insurance policies

     66,323      63,948

Due from broker

     104,605      -;  

Other admitted assets

     7,954      7,386

Separate account assets

     6,275,403      10,373,595
             

Total admitted assets

   $ 8,127,643    $ 11,768,905
             


 

3



     December 31  
     2008     2007  

Liabilities and capital and surplus

    

Liabilities:

    

Aggregate reserves for policies and contracts:

    

Life

   $ 1,113,616     $ 1,055,742  

Annuity

     621,785       596,029  

Accident and health

     39       -;    

Life policy and contract claim reserves

     22,480       15,373  

Liability for deposit-type contracts

     14,520       16,119  

Other policyholders-; funds

     43       50  

Interest maintenance reserve

     19,586       -;    

Remittances and items not allocated

     6,916       9,202  

Federal and foreign income taxes payable

     -;         973  

Transfers to separate accounts due or accrued

     (719,097 )     (888,410 )

Asset valuation reserve

     4,380       7,096  

Reinsurance in unauthorized companies

     1,174       -;    

Funds held under coinsurance and other reinsurance treaties

     121,095       16,541  

Payable to affiliates

     65,264       37,892  

Amounts incurred under modified coinsurance agreements

     35,317       3,607  

Unearned investment income

     10,551       10,472  

Disbursement payable-;contract termination

     225,843       -;    

Other liabilities

     28,636       25,921  

Separate account liabilities

     6,275,403       10,373,595  
                

Total liabilities

     7,847,551       11,280,202  

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  

Aggregate write-ins for other than special surplus funds

     45,322       -;    

Paid-in surplus

     149,634       151,259  

Unassigned surplus

     82,636       334,944  
                

Total capital and surplus

     280,092       488,703  
                

Total liabilities and capital and surplus

   $ 8,127,643     $ 11,768,905  
                


See accompanying notes.

 

4



Western Reserve Life Assurance Co. of Ohio

Statements of Operations -; Statutory Basis

(Dollars in Thousands)

 

     Year Ended December 31  
     2008     2007     2006  

Revenues:

      

Premiums and other considerations, net of reinsurance:

      

Life

   $ 574,562     $ 583,890     $ 582,936  

Annuity

     213,833       429,894       584,189  

Accident and health

     447       -;         -;    

Net investment income

     71,623       68,832       64,109  

Amortization of interest maintenance reserve

     (443 )     (510 )     (437 )

Commissions and expense allowances on reinsurance ceded

     (11,229 )     11,826       9,385  

Reserve adjustments on reinsurance ceded

     1,982,087       10,216       8,451  

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

     113,994       137,410       128,081  

Income earned on company owned life insurance

     2,367       2,323       2,257  

Income from administrative service agreement with affiliate

     30,230       38,629       36,528  

Other

     6,616       6,130       5,320  
                        
     2,984,087       1,288,640       1,420,819  

Benefits and expenses:

      

Benefits paid or provided for:

      

Life

     83,678       74,138       65,610  

Surrender benefits

     1,124,340       1,206,556       1,047,578  

Annuity benefits

     46,871       49,912       47,275  

Other benefits

     1,860       1,564       2,587  

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

      

Life

     57,874       69,337       34,451  

Annuity

     25,756       (40,543 )     (56,276 )

Accident and health

     39       -;         -;    
                        
     1,340,418       1,360,964       1,141,225  

Insurance expenses:

      

Commissions

     162,635       174,497       167,682  

General insurance expenses

     110,328       111,553       101,204  

Taxes, licenses and fees

     17,089       20,455       16,459  

Net transfers from separate accounts

     (540,274 )     (576,044 )     (186,676 )

Initial premium on Modco reinsurance transaction

     2,006,918       -;         -;    

Other expenses

     1,086       947       1,274  
                        
     1,757,782       (268,592 )     99,943  
                        

Total benefits and expenses

     3,098,200       1,092,372       1,241,168  
                        

Gain (loss) from operations before dividends to policyholders, federal income tax (benefit) expense and net realized capital gains (losses) on investments

     (114,113 )     196,268       179,651  

Dividends to policyholders

     27       27       29  
                        

Gain (loss) from operations before federal income tax (benefit) expense and net realized capital gains (losses) on investments

     (114,140 )     196,241       179,622  

Federal income tax (benefit) expense

     (54,644 )     61,963       67,978  
                        

Gain (loss) from operations before net realized capital gains (losses) on investments

     (59,496 )     134,278       111,644  

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

     368       (2,623 )     345  
                        

Net (loss) income

   $ (59,128 )   $ 131,655     $ 111,989  
                        


See accompanying notes.

 

5



Western Reserve Life Assurance Co. of Ohio

Statements of Changes in Capital and Surplus -; Statutory Basis

(Dollars in Thousands)

 

     Common
Stock
   Aggregate
Write-ins
for Other
than Special
Surplus Funds
   Paid-in
Surplus
    Unassigned
Surplus
    Total
Capital and
Surplus
 

Balance at January 1, 2006

   $ 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 plans 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  

Net income

     -;        -;        -;         131,655       131,655  

Change in net unrealized capital gains and losses

     -;        -;        -;         638       638  

Change in non-admitted assets

     -;        -;        -;         (6,561 )     (6,561 )

Change in asset valuation reserve

     -;        -;        -;         (1,238 )     (1,238 )

Change in net deferred income tax asset

     -;        -;        -;         8,842       8,842  

Dividend to stockholder

     -;        -;        -;         (110,000 )     (110,000 )

Surplus effect of reinsurance transaction

     -;        -;        -;         (1,209 )     (1,209 )

Contributed surplus related to stock appreciation rights plans of indirect parent

     -;        -;        (522 )     -;         (522 )
                                      

Balance at December 31, 2007

   $ 2,500    $ -;      $ 151,259     $ 334,944     $ 488,703  


 

6



Western Reserve Life Assurance Co. of Ohio

Statements of Changes in Capital and Surplus -; Statutory Basis (continued)

(Dollars in Thousands)

 

     Common
Stock
   Aggregate
Write-ins
for Other
than Special
Surplus Funds
   Paid-in
Surplus
    Unassigned
Surplus
    Total
Capital and
Surplus
 

Balance at December 31, 2007

   $ 2,500    $ -;      $ 151,259     $ 334,944     $ 488,703  

Net loss

     -;        -;        -;         (59,128 )     (59,128 )

Change in net unrealized capital gains and losses, net of tax

     -;        -;        -;         1,738       1,738  

Change in non-admitted assets

     -;        -;        -;         7,856       7,856  

Change in asset valuation reserve

     -;        -;        -;         2,716       2,716  

Change in liability for reinsurance in unauthorized companies

     -;        -;        -;         (1,174 )     (1,174 )

Dividend to stockholder

     -;        -;        -;         (200,000 )     (200,000 )

Change in net deferred income tax asset

     -;        -;        -;         (7,619 )     (7,619 )

Surplus effect of reinsurance transaction

     -;        -;        -;         3,543       3,543  

Increase in admitted deferred tax attributable to use of permitted practice

     -;        45,322      -;         -;         45,322  

Correction of interest on taxes

     -;        -;        -;         (240 )     (240 )

Contributed surplus related to stock appreciation rights plans of indirect parent

     -;        -;        (1,625 )     -;         (1,625 )
                                      

Balance at December 31, 2008

   $ 2,500    $ 45,322    $ 149,634     $ 82,636     $ 280,092  
                                      


See accompanying notes.

 

7



Western Reserve Life Assurance Co. of Ohio

Statements of Cash Flow -; Statutory Basis

(Dollars in Thousands)

 

     Year Ended December 31  
     2008     2007     2006  

Operating activities

      

Premiums collected, net of reinsurance

   $ 789,337     $ 1,014,138     $ 1,167,315  

Net investment income received

     76,682       73,854       71,408  

Miscellaneous income received

     152,105       204,010       187,060  

Benefit and loss related payments

     (1,243,327 )     (1,333,939 )     (1,165,987 )

Commissions, expenses paid and aggregate write-ins for deductions

     (293,143 )     (311,221 )     (282,359 )

Net transfers to separate accounts and protected cell amounts

     709,586       619,060       191,125  

Dividends paid to policyholders

     (27 )     (27 )     (29 )

Federal and foreign income taxes paid

     (33,143 )     (69,082 )     (60,364 )
                        

Net cash provided by operating activities

     158,070       196,793       108,169  

Investing activities

      

Proceeds from investments sold, matured or repaid:

      

Bonds

     331,923       393,160       513,300  

Preferred stocks

     -;         -;         3,020  

Common stocks

     -;         -;         8,144  

Mortgage loans on real estate

     11,740       1,058       988  

Other invested assets

     -;         -;         -;    

Miscellaneous proceeds

     8,250       7       962  
                        

Total investment proceeds

     351,913       394,225       526,414  

Costs of investments acquired:

      

Bonds

     (234,428 )     (467,479 )     (465,786 )

Preferred stocks

     -;         -;         (2,488 )

Common stocks

     (763 )     (758 )     (4,126 )

Mortgage loans on real estate

     -;         -;         (8,501 )

Real estate

     (122 )     (36 )     (39 )

Other invested assets

     (669 )     (1,335 )     (484 )

Miscellaneous applications

     (38 )     (4,506 )     -;    
                        

Total cost of investments acquired

     (236,020 )     (474,114 )     (481,424 )

Net increase in policy loans

     (176 )     (66,063 )     (44,319 )
                        

Net cost of investments acquired

     (236,196 )     (540,177 )     (525,743 )
                        

Net cash provided by (used in) investing activities

     115,717       (145,952 )     671  


 

8



Western Reserve Life Assurance Co. of Ohio

Statements of Cash Flow -; Statutory Basis (continued)

(Dollars in Thousands)

 

     Year Ended December 31  
     2008     2007     2006  

Financing and miscellaneous activities

      

Cash provided (applied):

      

Borrowed funds received (returned)

     -;         (18,791 )     12,384  

Net withdrawals on deposit-type contracts and other insurance liabilities

     (1,973 )     (835 )     (5,334 )

Dividends to stockholder

     (200,000 )     (110,000 )     (2,000 )

Funds held under reinsurance treaty with unauthorized reinsurers

     104,554       446       (1,508 )

Payable to affiliates

     27,372       (3,370 )     21,969  

Other cash provided (applied)

     30,133       15,035       (52,250 )
                        

Net cash used in financing and miscellaneous activities

     (39,914 )     (117,515 )     (26,739 )
                        

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

     233,873       (66,674 )     82,101  

Cash, cash equivalents and short-term investments:

      

Beginning of year

     45,633       112,307       30,206  
                        

End of year

   $ 279,506     $ 45,633     $ 112,307  
                        


See accompanying notes.

 

9



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis

(Dollars in Thousands)

December 31, 2008

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, LLC (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 accounting principles generally accepted in the United States (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 National Association of Insurance Commissioners (NAIC) rating; for GAAP, such fixed maturity investments would be designated at purchase as held-to-maturity, trading or available-for-sale. Held-to-maturity fixed investments would be reported at amortized cost, and the remaining fixed maturity investments would be reported at fair value with unrealized holding gains and losses reported in operations for those designated as trading and as a separate component of other comprehensive income for those designated as available-for-sale. Prior to 2008, fair value for statutory purposes was based on the price published by the Securities Valuation Office of the NAIC (SVO), if available, whereas fair value for GAAP was based on indexes, third party pricing services, brokers,

 

10



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)

 

external fund managers and internal models. In 2008, the NAIC adopted a regulation allowing insurance companies to report the fair value determined by the SVO or determine the fair value by using a permitted valuation method. Therefore, effective December 31, 2008, fair value for statutory purposes was reported or determined using the following pricing sources: indexes, third party pricing services, brokers, external fund managers and internal models.

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 (e.g., CMO, CBO, CDO, CLO, MBS and ABS securities), 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 for statutory reporting 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 for mortgage loans are established, if necessary, based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. Under GAAP, such allowances are based on the present value of expected future cash flows discounted at the loan-;s effective interest rate or, if foreclosure is probable, on the estimated fair value of the collateral.

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

 

11



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 income statement 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.

Non-admitted Assets: Certain assets designated as -;non-admitted-;, principally the non-admitted portion of deferred income tax assets and agent debit balances, and other assets not specifically identified as an admitted asset within the NAIC Accounting Practices and Procedures Manual are excluded from the accompanying balance sheets and are charged directly to unassigned surplus. Under GAAP, such assets are included in the balance sheet to the extent that those assets are not impaired.

 

12



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 interest credited to the account values and the excess of benefits paid over the policy account value. 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. In addition, a liability for reinsurance balances has been provided for unsecured policy reserves ceded to reinsurers not authorized to assume such business. Changes to the liability are credited or charged directly to unassigned surplus. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings.

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

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

 

13



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 non-admitted. During 2008, the Company obtained permission from the state of Ohio to compute deferred income taxes using a permitted practice, which is discussed in detail in Note 2 -; Prescribed and Permitted Statutory Accounting Practices.

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 all future years, and a valuation allowance is established for deferred income tax assets not 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 statements 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.

Securities Lending Assets and Liabilities: If collateral is restricted and not available for the general use of the Company, an asset and related liability are not recorded on the balance sheet. However, if the collateral is not restricted and is available for general use, the Company is required to record the asset and related liability. Under GAAP, the asset and related liability must be recorded for collateral under the control of the Company, regardless of any restrictions on the collateral.

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

 

14



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)

 

Other significant accounting policies are as follows:

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, except principal-only and interest-only securities, which are valued using the prospective method.

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.

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.

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

 

15



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)

 

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.

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

Realized capital gains and losses are determined using 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 2008, 2007 and 2006 net realized capital (losses) gains of $19,356, $(177) and $(2,235), respectively, were credited to the IMR rather than being immediately recognized in the statements of operations. Amortization of these net (losses) gains aggregated $(443), $(510) and $(437), for the years ended December 31, 2008, 2007 and 2006, respectively.

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 $6, $13 and $20 has been excluded for the years ended December 31, 2008, 2007 and 2006, respectively, with respect to such practices.

 

16



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)

 

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 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.

 

17



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 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.

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 supplemental contracts and certain annuity contracts. Deposits and withdrawals received on these contracts are recorded as a direct increase or decrease to the liability balance, and are not reflected as premiums, benefits or changes in 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.

 

18



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)

 

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 $732,493, $910,067 and $1,092,584, in 2008, 2007 and 2006, 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.

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 $113,994, $137,410 and $128,081, in 2008, 2007 and 2006, 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 through 2008, 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.

 

19



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 Company-;s employees participate in various stock appreciation rights (SAR) plans issued by AEGON. 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 a benefit of $1,628, $832 and $538 for the years ended December 31, 2008, 2007 and 2006, 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 $3, $310 and $134 for years ended December 31, 2008, 2007 and 2006, respectively.

Recent Accounting Pronouncements

In November 2008, the NAIC issued SSAP No. 98, Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments. This statement establishes statutory accounting principles for impairment analysis and subsequent valuation of loan-backed and structured securities. Prior to SSAP No. 98, loan-backed and structured securities were evaluated for impairment based upon undiscounted cash flows in accordance with SSAP No. 43, Loan-backed and Structured Securities. SSAP No. 98 requires the use of the present value of the anticipated future cash flows for this purpose. This will result in increased other-than-temporary impairments (OTTI) for certain loan-backed and structured settlement securities. The Company adopted SSAP No. 98 on January 1, 2009. The adoption of this statement shall be accounted for prospectively and therefore there was no impact to the Company-;s financials at December 31, 2008. As a result of the adoption, the Company expects to reduce unassigned surplus by $7,836 at January 1, 2009.

In September 2008, the NAIC issued SSAP No. 99, Accounting for Certain Securities Subsequent to an Other-Than-Temporary Impairment. This statement establishes the statutory accounting principles for the treatment of premium or discount applicable to certain securities subsequent to the recognition of an OTTI. Prior to SSAP No. 99, the Company-;s investments in OTTI were reported in accordance with SSAP No. 26, Bonds, excluding Loan-backed and Structured Securities, SSAP No. 32, Investments in Preferred Stock and SSAP No. 43, Loan-backed and Structured Securities. The Company adopted SSAP No. 99 on January 1, 2009. The adoption of this statement shall be accounted for prospectively and therefore there was no impact to the Company-;s financials at adoption.

Reclassifications

Certain reclassifications have been made to the 2007 and 2006 financial statements to conform to the 2008 presentation.

 

20



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)

 

Beginning in 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.

2. Prescribed and Permitted Statutory Accounting Practices

The financial statements of the Company are presented on the basis of accounting practices prescribed by the Insurance Department of the State of Ohio. The Insurance Department of the State of Ohio recognizes only statutory accounting practices prescribed or permitted by the State of Ohio for determining and reporting the financial condition and results of operation of an insurance company for determining its solvency under Ohio Insurance Law. The NAIC Accounting Practices and Procedures Manual (NAIC SAP) has been adopted as a component of prescribed or permitted practices by the State of Ohio.

The Company, with the permission of the Ohio Superintendent of Insurance, determines the admitted amount of deferred income tax assets pursuant to Ohio Bulletin 2009-04. Bulletin 2009-04 increases the realization period for purposes of determining the admissibility of deferred tax assets in accordance with the requirements of SSAP No. 10, Income Taxes, Paragraph 10(b)(i) from one year to three years from the balance sheet date and expands the limit on net deferred tax assets for Paragraph 10(b)(ii) from 10% of adjusted capital and surplus to 15%.

A reconciliation of the Company-;s net income and capital and surplus between NAIC SAP and practices prescribed and permitted by the State of Ohio is shown below :

 

     2008     2007    2006

Net Income (Loss), State of Ohio Basis

   $ (59,128 )   $ 131,655    $ 111,989

State permitted practices (Income)

     -;         -;        -;  
                     

Net Income, NAIC SAP

   $ (59,128 )   $ 131,655    $ 111,989
                     

Statutory Surplus, State of Ohio Basis

   $ 280,092     $ 488,703    $ 467,098

State permitted practices (Surplus)

     (45,322 )     -;        -;  
                     

Statutory Surplus, NAIC SAP

   $ 234,770     $ 488,703    $ 467,098
                     


 

21



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

3. Accounting Changes and Corrections of Errors

Effective January 1, 2008, the Company modified the way it recorded interest on income taxes. Prior to January 1, 2008, interest on income taxes was included as a net amount (after federal tax benefit) within federal and foreign income taxes recoverable. Effective January 1, 2008, the gross amount of interest was included in taxes, licenses, and fees due and accrued, which is part of other liabilities, and the related deferred tax asset was included in net deferred income tax asset. The Company reported a decrease in unassigned surplus of $240 as of January 1, 2008 related to this change.

4. 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: Prior to 2008, fair values for bonds and preferred stocks were based on the price published by the SVO, if available. In 2008, the NAIC adopted regulation allowing insurance companies to report the fair value determined by the SVO or determine the fair value by using a permitted valuation method. Therefore, effective December 31, 2008, fair value for statutory purposes was reported or determined using the following pricing sources: indexes, third party pricing services, brokers, external fund managers and internal models.

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.

 

22



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

4. Fair Values of Financial Instruments (continued)

 

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.

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

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

 

     December 31
     2008    2007
     Carrying
Amount
   Fair Value    Carrying
Amount
   Fair Value

Admitted assets

           

Cash, cash equivalents and short-term investments

   $ 279,506    $ 279,506    $ 45,633    $ 45,633

Bonds, other than affiliates

     619,733      563,150      696,849      694,605

Preferred stocks, other than affiliates

     4,545      3,580      4,673      4,646

Mortgage loans on real estate

     12,754      11,545      24,493      24,249

Policy loans

     411,020      411,020      410,844      410,844

Separate account assets

     6,275,403      6,275,403      10,373,595      10,373,595

Liabilities

           

Investment contract liabilities

     632,369      631,698      607,967      606,177

Deposit-type contracts

     14,520      14,520      16,119      16,119

Separate account annuity liabilities

     3,654,589      3,654,589      6,137,949      6,137,949


Included in the Company-;s financial statements are certain investment-related financial instruments that are carried at fair value on a recurring basis. The Company also holds other financial instruments that are measured at fair value on a non-recurring basis; including impaired financial instruments, such as bonds and preferred stock that are carried at the lower of cost or market. Under Statutory Accounting practice, the Company calculates the fair value of affiliated common stock based on the equity method of accounting; as such, it is not included in the fair value disclosures.

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

23



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

4. Fair Values of Financial Instruments (continued)

 

Fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality (matrix pricing). In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve some level of management estimation and judgment which becomes significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input employed.

The Company-;s financial assets and liabilities carried at fair value are classified, for disclosure purposes, based on a hierarchy defined by Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset-;s or a liability-;s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

 

Level 1 -;   Unadjusted quoted prices for identical assets or liabilities in active markets accessible at the measurement date.
Level 2 -;   Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
 

a)      Quoted prices for similar assets or liabilities in active markets

 

b)      Quoted prices for identical or similar assets or liabilities in non-active markets

 

c)      Inputs other than quoted market prices that are observable

 

d)      Inputs that are derived principally from or corroborated by observable market data through correlation or other means

Level 3 -;

  Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect the Company-;s own assumptions about the assumptions a market participant would use in pricing the asset or liability.


 

24



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

4. Fair Values of Financial Instruments (continued)

 

Financial assets and liabilities measured at fair value on a recurring basis

The following table provides information as of December 31, 2008 about the Company-;s financial assets and liabilities measured at fair value on a recurring basis.

 

     2008
     Level 1    Level 2    Level 3    Total

Assets:

           

Short-term investments (a)

   $ -;      $ 271,302    $ 790    $ 272,092

Separate Account assets (b)

     6,275,403      -;        -;        6,275,403
                           

Total assets

   $ 6,275,403    $ 271,302    $ 790    $ 6,547,495
                           


(a)

Short-term investments are carried at amortized cost; which approximates fair value.

(b)

Separate Accounts assets are carried at the net asset value provided by the fund managers.



Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis

During 2008, the Company reported the following assets in Level 3 on a recurring basis.

 

     Short-term
Investments

Balance at January 1, 2008

   $ 2,199

Change in realized gains/losses included in net income

     1,409
      

Balance at December 31, 2008

   $ 790
      

Total gains/losses included in income attributable to instruments held at the reporting date

   $ 1,409
      


 

25



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

4. Fair Values of Financial Instruments (continued)

 

Assets measured at fair value on a non-recurring basis

During 2008, the Company reported the following assets at fair value on a non-recurring basis.

 

Description

   December 31,
2008
   Level 1    Level 2    Level 3    Total
Gains/
(Losses)

Fixed maturities

   $ 1,692    -;      -;      $ 1,692    -;  


Level 3 Financial Assets

The Company classifies certain broker quoted or impaired securities in Level 3. Fair values for the securities classified in Level 3 are at the lower of cost or market value.

In certain circumstances, the Company will obtain non-binding broker quotes from brokers to assist in the determination of fair value. If those quotes can be corroborated by other market observable data, the investment will be classified as Level 2. If not, the investments are classified as Level 3 due to the broker-;s valuation process.

Investments, which have a designation of NAIC 6, are considered to be impaired. They are reported at the lower of cost or market, with gains/ (losses) included in net income.

 

26



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. 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, 2008

              

Unaffiliated bonds:

              

United States Government and agencies

   $ 97,307    $ 30,939    $ -;      $ -;      $ 128,246

State, municipal and other government

     4,477      -;        661      377      3,439

Public utilities

     10,493      233      -;        359      10,367

Industrial and miscellaneous

     212,419      546      7,927      11,830      193,208

Mortgage and other asset-backed securities

     295,037      1,120      46,570      21,697      227,890
                                  
   $ 619,733    $ 32,838    $ 55,158    $ 34,263    $ 563,150

Unaffiliated preferred stocks

     4,545      -;        832      133      3,580
                                  
   $ 624,278    $ 32,838    $ 55,990    $ 34,396    $ 566,730
                                  
     Carrying
Amount
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses 12
Months or
More
   Gross
Unrealized
Losses less
Than 12
Months
   Estimated
Fair
Value

December 31, 2007

              

Unaffiliated bonds:

              

United States Government and agencies

   $ 152,325    $ 5,531    $ -;      $ 1    $ 157,855

State, municipal and other government

     4,494      115      -;        58      4,551

Public utilities

     14,942      345      32      -;        15,255

Industrial and miscellaneous

     193,686      2,292      1,185      1,396      193,397

Mortgage and other asset-backed securities

     331,402      1,787      3,673      5,969      323,547
                                  
   $ 696,849    $ 10,070    $ 4,890    $ 7,424    $ 694,605

Unaffiliated preferred stocks

     4,673      60      76      11      4,646
                                  
   $ 701,522    $ 10,130    $ 4,966    $ 7,435    $ 699,251
                                  


 

27



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

At December 31, 2008 and 2007, respectively, for securities in an unrealized loss position greater than or equal to twelve months, the Company held 68 and 57 securities with a carrying amount of $202,928 and $181,439 and an unrealized loss of $55,990 and $4,966, with an average price of 72.4 and 97.3 (fair value/amortized cost). Of this portfolio, 88.42% and 97.43% were investment grade with associated unrealized losses of $43,441 and $4,645, respectively.

At December 31, 2008 and 2007, respectively, for securities that have been in a continuous loss position for less than twelve months, the Company held 95 and 59 securities with a carrying amount of $219,972 and $181,236 and an unrealized loss of $34,396 and $7,435 with an average price of 84.4 and 95.9 (fair value/amortized cost). Of this portfolio, 91.71% and 93.47% were investment grade with associated unrealized losses of $30,889 and $7,145, 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.

At December 31, 2008, the Company-;s asset-backed securities (ABS) credit card portfolio had a fair value $11,970 less than the carrying amount. The unrealized loss in the ABS credit card sector is primarily a function of decreased liquidity and increased credit spreads in the structured finance and financial institution market. While the credit card ABS portfolios with large subprime segments may be negatively impacted by the slowing domestic economy and housing market, there has been little rating migration of the bonds held by the Company. All of the ABS credit card bonds held by the Company are rated investment grade. The Company-;s entire credit card portfolio has been stress tested. Results of these stress tests indicate that while downgrades within the portfolio may occur, all of the securities in an unrealized loss position in this portfolio are projecting payment in full. As there has been no impact to expected future cash flows, the Company does not consider the underlying investments to be impaired as of December 31, 2008.

 

28



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

At December 31, 2008, the Company-;s ABS housing portfolio had a fair value $17,144 less than the carrying amount. ABS Housing securities are secured by pools of residential mortgage loans primarily those which are categorized as sub-prime.

Sub-prime mortgages are loans to homebuyers who have weak or impaired credit histories, are loans that are non-conforming or are loans that are second in priority. The Company does not sell or buy sub-prime mortgages directly. The Company-;s exposure to sub-prime mortgages is through ABS. These securities are pools of mortgages that have been securitized and offered to investors as asset-backed securities, where the mortgages are collateral. Most of the underlying mortgages within the pool have FICO scores below 660 at issuance. Therefore, the ABS has been classified by the Company as a sub-prime mortgage position. Also included in the Company-;s total sub-prime mortgage position are ABS with second lien mortgages as collateral. The second lien mortgages may not necessarily have sub-prime FICO scores; however, the Company has included these ABS in its sub-prime position as it-;s the second priority in terms of repayment. The Company does not have any -;direct-; residential mortgages to sub-prime borrowers outside of the ABS structures.

All ABS-housing securities are monitored and reviewed on a monthly basis with detailed cash flow models using the current collateral pool and capital structure on each portfolio quarterly. Model output is generated under base and several stress-case scenarios. ABS-housing asset specialists utilize widely recognized industry modeling software to perform a loan-by-loan, bottom-up approach to modeling. The ABS-housing models incorporate external estimates on property valuations, borrower characteristics, propensity of a borrower to default or prepay and the overall security structure. Defaults were estimated by identifying the loans that are in various delinquency buckets and defaulting a certain percentage of them over the near-term and long-term. Recent payment history, a percentage of on-going delinquency rates and a constant prepayment rate are also incorporated into the model. Once the entire pool is modeled, the results are closely analyzed by the asset specialist to determine whether or not our particular tranche or holding is at risk for payment interruption. Holdings are impaired to projected cash flows where loss events have taken place (or are projected to take place on structured securities) that would affect future cash flows on our particular tranche.

Sub-prime holdings fair values have declined as the collateral pools have experienced higher than expected delinquencies and losses, further exacerbated by the impact of declining home values on borrowers using affordability products. Further impacting the unrealized losses is spread widening due to illiquidity as well as increased extension risk due to slower than expected prepayments. Despite the continued decline in the margin of safety on these securities during 2008, cash flow models indicate full recovery of principal and interest for each of the Company-;s particular holdings in an unrealized loss position.

 

29



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

For ABS in an unrealized loss position, the Company considers them for impairment when there has been an adverse change in estimated cash flows from the cash flows previously projected at purchase, which is in accordance with SSAP 43, Loan-backed and Structured Securities. The Company did not impair any of its sub-prime mortgage positions in 2008 or 2007.

The actual cost, carrying amount and fair value of the Company-;s sub-prime mortgage-backed ABS holdings at December 31, 2008 are $66,543, $66,514 and $49,487, respectively. As the remaining unrealized losses in the ABS housing portfolio relate to holdings where the Company expects to receive full principal and interest, the Company does not consider the underlying investments to be impaired as of December 31, 2008.

At December 31, 2008, the Company-;s commercial mortgage-backed securities (CMBS) portfolio had a fair value $23,321 less than the carrying amount. CMBS are securitizations of underlying pools of mortgages on commercial real estate. The underlying mortgages have varying risk characteristics and are pooled together and sold in different rated tranches. The Company-;s CMBS includes conduit and single borrower mortgages.

All CMBS securities are monitored and modeled under base and several stress-case scenarios by asset specialists. For conduit securities, a widely recognized industry modeling software is used to perform a loan-by-loan, bottom-up approach. For non-conduit securities a CMBS asset specialist works closely with the Company-;s real estate valuation group to determine underlying asset valuation and risk. Both methodologies incorporate external estimates on the property market, capital markets, property cash flows, and loan structure. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur. If cash flow models indicate a credit event will impact future cash flows, the security is impaired to undiscounted cash flows.

All of the securities in an unrealized loss position are rated investment grade. As the remaining unrealized losses in the CMBS portfolio relate to holdings where the Company expects to receive full principal and interest, the Company does not consider the underlying investments to be impaired as of December 31, 2008.

 

30



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

The estimated fair values of bonds and preferred stocks with gross unrealized losses at December 31, 2008 and 2007 are as follows:

 

     Losses 12
Months or
More
   Losses Less
Than 12
Months
   Total
December 31, 2008         

Unaffiliated bonds:

        

United States Government and agencies

   $ 5    $ -;      $ 5

State, municipal and other government

     1,240      2,200      3,440

Public utilities

     -;        8,318      8,318

Industrial and miscellaneous

     40,345      110,783      151,128

Mortgage and other asset-backed securities

     102,536      63,506      166,042
                    
     144,126      184,807      328,933

Unaffiliated preferred stocks

     2,811      769      3,580
                    
   $ 146,937    $ 185,576    $ 332,513
                    
     Losses 12
Months or
More
   Losses Less
Than 12
Months
   Total

December 31, 2007

        

Unaffiliated bonds:

        

United States Government and agencies

   $ -;      $ 823    $ 823

State, municipal and other government

     -;        1,851      1,851

Public utilities

     4,963      -;        4,963

Industrial and miscellaneous

     61,784      48,785      110,569

Mortgage and other asset-backed securities

     106,518      121,865      228,383
                    
     173,265      173,324      346,589

Unaffiliated preferred stocks

     3,207      477      3,684
                    
   $ 176,472    $ 173,801    $ 350,273
                    


 

31



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

The carrying amount and fair value of bonds at December 31, 2008, 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
Value
   Estimated
Fair

Value

Due in one year or less

   $ 24,550    $ 24,569

Due after one year through five years

     142,410      131,768

Due after five years through ten years

     50,012      43,033

Due after ten years

     107,724      135,890
             
     324,696      335,260

Mortgage and other asset-backed securities

     295,037      227,890
             
   $ 619,733    $ 563,150
             


A detail of net investment income is presented below:

 

     Year Ended December 31  
     2008     2007     2006  

Income:

      

Bonds

   $ 36,265     $ 32,953     $ 32,693  

Preferred stocks

     258       264       421  

Common stocks of affiliated entities

     8,085       6,160       10,010  

Mortgage loans on real estate

     1,705       1,501       1,183  

Real estate

     4,562       7,243       7,400  

Policy loans

     23,746       22,127       18,870  

Cash, cash equivalents and short-term investments

     4,194       9,852       -;    

Other invested assets

     (2,677 )     (2,995 )     -;    

Other

     2,534       492       2,279  
                        

Gross investment income

     78,672       77,597       72,856  

Less investment expenses

     (7,049 )     (8,765 )     (8,747 )
                        

Net investment income

   $ 71,623     $ 68,832     $ 64,109  
                        


Investment expenses include expenses for the occupancy of company-owned property of $3,949, $3,759 and $3,668 during 2008, 2007 and 2006, respectively, as well as depreciation expense on these properties of $890, $890 and $887, respectively.

 

32



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

Proceeds from sales of debt securities and related gross realized gains and losses were as follows:

 

     Year Ended December 31  
     2008     2007     2006  

Proceeds

   $ 308,079     $ 372,675     $ 510,357  
                        

Gross realized gains

   $ 35,518     $ 2,154     $ 1,685  

Gross realized losses

     (7,238 )     (2,426 )     (4,689 )
                        

Net realized capital gains (losses)

   $ 28,280     $ (272 )   $ (3,004 )
                        


The Company had gross realized losses of $4,739 in 2008 which relate to losses recognized on other than temporary declines in fair values of bonds. The Company did not have gross realized losses in 2007 or 2006 related to losses recognized on other than temporary declines in fair values of bonds.

At December 31, 2008, bonds with an aggregate carrying value of $3,823 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.

Net realized capital gains (losses) on investments and change in unrealized capital gains and losses are summarized below:

 

     Realized  
     Year Ended December 31  
     2008     2007     2006  

Bonds

   $ 23,541     $ (272 )   $ (3,004 )

Common stocks

     -;         -;         (20 )

Cash, cash equivalents, and short-term investments

     (1,508 )     (1,230 )     -;    

Derivatives

     9,756       (2,240 )     (858 )

Other invested assets

     1       (164 )     952  
                        
     31,790       (3,906 )     (2,930 )

Federal income tax effect

     (12,066 )     1,106       1,040  

Transfer to (from) interest maintenance reserve

     (19,356 )     177       2,235  
                        

Net realized capital gains (losses) on investments

   $ 368     $ (2,623 )   $ 345  
                        


 

33



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

     Change in Unrealized  
     Year Ended December 31  
     2008     2007    2006  

Bonds

   $ (2,070 )   $ -;      $ -;    

Common stocks

     932       638      (43,656 )
                       

Change in unrealized capital gains (losses)

   $ (1,138 )   $ 638    $ (43,656 )
                       


Gross unrealized gains (losses) on common stocks of affiliated entities were as follows:

 

     December 31  
     2008     2007  

Unrealized gains

   $ 7,228     $ 6,212  

Unrealized losses

     (2,559 )     (2,475 )
                

Net unrealized gains

   $ 4,669     $ 3,737  
                


During 2008 and 2007, the Company did not issue any mortgage loans.

During 2008, 2007 and 2006, no mortgage loans were foreclosed and transferred to real estate. At December 31, 2008, 2007 and 2006, the Company held a mortgage loan loss reserve in the asset valuation reserve of $61, $233 and $243, respectively.

At December 31, 2008, the Company had three LIHTC. The remaining years of unexpired tax credits ranged from three to nine and none of the properties were subject to regulatory review. The length of time remaining for holding periods ranged from seven to thirteen years. The amount of contingent equity commitments expected to be paid during the years 2009 to 2013 is $1,491. There were no impairment losses, write-downs or reclassifications during 2008 related to these credits.

At December 31, 2007, the Company had three LIHTC. The remaining years of unexpired tax credits ranged from four to ten and none of the properties were subject to regulatory review. The length of time remaining for holding periods ranged from eight to fourteen years. The amount of contingent equity commitments expected to be paid during the years 2008 to 2012 is $2,053. There were no impairment losses, write-downs, or reclassifications during 2007 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.

 

34



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

5. Investments (continued)

 

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.

Under exchange traded futures and options, the Company agrees to purchase a specified number of contracts with other parties and to post a variation margin on a daily basis in an amount equal to the difference in the daily market values of those contracts. The parties with whom the Company enters into exchange traded futures and options are regulated futures commissions merchants who are members of a trading exchange. The Company recognized net realized gains (losses) from futures contracts in the amount of $9,756, $(2,240) and $(858) for the years ended December 31, 2008, 2007 and 2006, respectively.

6. 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  
     2008     2007     2006  

Direct premiums

   $ 990,717     $ 1,084,449     $ 1,229,963  

Reinsurance assumed-;affiliated

     3,730       3,853       2,382  

Reinsurance ceded-;affiliated

     (170,903 )     (48,572 )     (43,611 )

Reinsurance ceded-;non-affiliated

     (34,702 )     (25,946 )     (21,609 )
                        

Net premiums earned

   $ 788,842     $ 1,013,784     $ 1,167,125  
                        


 

35



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

6. Reinsurance (continued)

 

The Company received reinsurance recoveries in the amount of $40,858, $37,977 and $34,248 during 2008, 2007 and 2006, respectively. At December 31, 2008 and 2007, estimated amounts recoverable from reinsurers that have been deducted from policy and contract claim reserves totaled $19,752 and $14,863, respectively. The aggregate reserves for policies and contracts were reduced for reserve credits for reinsurance ceded at December 31, 2008 and 2007 of $266,137 and $112,489, respectively. As of December 31, 2008 and 2007, the amount of reserve credits for reinsurance ceded that represented unauthorized affiliated companies were $224,853 and $75,817, respectively.

The net amount of the reduction in surplus at December 31, 2008 if all reinsurance agreements were cancelled is $8,307.

The Company has entered into an indemnity reinsurance agreement effective December 31, 2008, with Transamerica International Re (Bermuda) Ltd, an affiliate of the Company, to cede on a 100% quota share basis the net liabilities associated with certain of the Company-;s variable annuity products on a coinsurance and modified coinsurance basis. The Company ceded reserves on a coinsurance basis of $133,875, received consideration of $12,780 and established a funds withheld liability of $121,095. The pretax gain of $12,780 ($8,307 on a net of tax basis) has been reclassified to equity in accordance with SSAP 61, Life, Deposit-Type and Accident and Health Reinsurance. The Company ceded general account and separate account reserves on a modified coinsurance basis of $303,642 and $1,703,276, respectively. An initial reinsurance premium equal to the reserves ceded was recorded, resulting in no gain or loss on the modified coinsurance portion on this transaction. At December 31, 2008, the Company holds collateral in the form of letters of credit of $95,000 from the assuming company.

Effective October 1, 2008 the Company recaptured various guaranteed minimum death benefit riders included in certain of its variable annuity contracts that were previously ceded to Transamerica International Re (Bermuda) Ltd., an affiliate, under a 2001 reinsurance agreement. The Company released a funds withheld liability of $14,716 associated with this business and paid recapture consideration of $36,703. Reserves recaptured included $71,423 of GMDB reserves and $1,927 of claim reserves. The resulting pretax loss of $95,337 was included in the Summary of Operations in accordance with SSAP 61. In addition, the unamortized pre-tax ceded gain held by the Company in unassigned surplus resulting from the original reinsurance transaction was released into income in the amount of $5,925 ($3,851 net of tax). Prior to this transaction, the Company had amortized $1,367 and $1,823 on a pre-tax basis ($889 and $1,185 on a net of tax basis) into earnings for 2008 and 2007, respectively, with a corresponding charge to unassigned surplus.

 

36



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

6. Reinsurance (continued)

 

During 2006, the Company entered into a reinsurance agreement with Transamerica International Reinsurance Ireland, Ltd. (TIRI) 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. For each of the years ended December 31, 2008 and 2007, the Company amortized $24 into earnings with a corresponding charge to unassigned surplus.

During 2007, the Company recaptured the risks related to the universal life business that was previously ceded to TIRI on a funds withheld basis. The Company paid recapture consideration of $525 and received $81 for assets recaptured related to the block. Reserves recaptured included $5,453 in life reserves and $30 in other claim reserves, resulting in a net pre-tax loss of $5,927, which is included in the statement of operations.

Letters of credit held for all unauthorized reinsurers as of December 31, 2008 and 2007 were $131,155 and $79,000, respectively.

 

37



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

7. Income Taxes

The main components of deferred tax amounts are as follows:

 

     December 31
     2008    2007

Deferred income tax assets:

     

Non-admitted assets

   $ 5,587    $ 6,650

Partnerships

     945      3,029

Tax basis deferred acquisition costs

     92,162      93,168

Reserves

     123,431      135,841

Unrealized capital losses

     32      31

-;807(f) assets

     163      187

Deferred intercompany losses

     2,800      744

Guaranty funds

     926      926

Credit carryforwards

     -;        2,482

Miscellaneous accruals

     4,212      3,814

Other

     2,352      1,938
             

Total deferred income tax assets

     232,610      248,810

Deferred income tax assets non-admitted

     115,396      165,305
             

Admitted deferred income tax assets

     117,214      83,505

Deferred income tax liabilities:

     

Partnerships

     310      -;  

Real estate

     27      27

-;807(f) liabilities

     39,919      52,151

Unrealized capital gains

     213      243

Deferred intercompany gains

     32      -;  

Other

     668      205
             

Total deferred income tax liabilities

     41,169      52,626
             

Net admitted deferred income tax asset

   $ 76,045    $ 30,879
             


 

38



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

7. Income Taxes (continued)

 

The change in net deferred income tax assets is as follows:

 

     December 31       
     2008    2007    Change  

Total deferred income tax assets

   $ 232,610    $ 248,810    $ (16,200 )

Total deferred income tax liabilities

     41,169      52,626      11,457  
                      

Net deferred income tax asset

   $ 191,441    $ 196,184      (4,743 )
                

Tax effect of unrealized gains (losses)

           (2,876 )
              

Change in net deferred income tax

         $ (7,619 )
              
     December 31       
     2007    2006    Change  

Total deferred income tax assets

   $ 248,810    $ 250,068    $ (1,258 )

Total deferred income tax liabilities

     52,626      62,726      10,100  
                      

Net deferred income tax asset

   $ 196,184    $ 187,342      8,842  
                

Tax effect of unrealized gains (losses)

           -;    
              

Change in net deferred income tax

         $ 8,842  
              


Non-admitted deferred tax assets increased (decreased) $(49,909), $8,490 and $22,220 for 2008, 2007 and 2006, respectively.

 

39



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

7. Income Taxes (continued)

 

As discussed in Note 2 Prescribed and Permitted Statutory Accounting Practices, the Company, with the permission of the Ohio Superintendent of Insurance, determines the admitted amount of deferred income tax assets pursuant to Ohio Bulletin 2009-04. The following charts outline the effect of this permitted practice on the Company-;s financial statements:

 

          3 years     1 year     Change  

18 e.

  Gross DTAs at Enacted Tax Rate       $ 232,610        $ 232,610        $ -;    
  Admitted Gross DTAs (paragraph 10 a.)    $ 30,723      $ 30,723      $ -;     
  Admitted Gross DTAs (paragraph 10 b.)      45,322        -;          45,322   
  Admitted Gross DTAs (paragraph 10 c.)      41,169        41,169        -;     
                             
  Total Admitted Gross DTAs      117,214      (117,214 )     71,892      (71,892 )     45,322      (45,322 )
                                   
  Nonadmitted Gross DTAs         115,396          160,718          (45,322 )
  Admitted DTA         117,214          71,892          45,322  
  Gross DTL         (41,169 )        (41,169 )        -;    
                                   
  Net Admitted DTA       $ 76,045        $ 30,723        $ 45,322  
                                   

18 f.

 

10 a.-;Federal Income taxes paid in prior year that can be recovered through loss carrybacks for existing temporary differences that reverse by the end of the subsequent calendar year

  

     $ 30,723  
  10 b.i.-;Gross DTAs, after application of 10a. expected to be realized within one year     $ -;     
  10 b.ii.-;10% of adjusted capital and surplus as shown on most recently filed statement       48,943   
  Lesser of 10 b.i. or 10 b.ii.          -;    
  10 c.-;Gross DTAs, after 10a. And 10b. That can be offset against gross DTLs          41 ,169  
                       
  Admitted Gross DTAs          71,892  
  Gross DTLs          (41,169 )
                       
  Net Admitted DTAs        $ 30,723  
                       
 

10 d.ii.-;If the reporting entity-;s financial statements and risk-based capital (RBC) calculated using a DTA as the sum of 10 a., 10 b., 10 c. results in the Company-;s risk-based capital level being above the maximum risk-based capital level where an action level could occur as a result of a trend test (i.e., 250% for life entities and 300% for property/casualty entities), then the reporting entity may admit a higher amount as calculated in paragraph 10 e.:

     

    
 

Total adjusted capital using a DTA in accordance with 10 a., 10 b., and 10 c.

 

     $ 239,472  
                       
 

Authorized control level

 

       44,224  
                       
 

Total adjusted capital exceeds 250% of authorized control level, therefore DTA in accordance with 10 e. may be admitted.

  

    
 

10 e.i.-;Federal Income taxes paid in prior year that can be recovered through loss carrybacks for existing temporary differences that reverse by the end of the subsequent calendar year

  

       30,723  
  10 e.ii. (a)-;Gross DTAs, after application of 10 e.i. expected to be realized within three years     $ 45,322   
  10 e.ii. (b)-;15% of adjusted capital and surplus as shown on most recently filed statement       73,414   
  Lesser of 10 e.ii. (a) or 10 e.ii. (b)          45,322  
  10 e.iii.-;Gross DTAs, after 10 e.i. and 10 e.ii. that can be offset against gross DTLs          41,169  
                       
  Admitted Gross DTAs          117,214  
  Gross DTLs          (41,169 )
                       
  Net Admitted DTAs        $ 76,045  
                       


 

40



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

7. Income Taxes (continued)

 

Federal income tax expense differs from the amount computed by applying the statutory federal income tax rate to gain (loss) from operations before federal income tax expense and net realized capital gains (losses) on investments for the following reasons:

 

     Year Ended December 31  
     2008     2007     2006  

Income tax expense (benefit) on operational gains and capital gains (losses) on investments computed at the federal statutory rate (35%)

   $ (28,823 )   $ 67,317     $ 61,842  

Deferred acquisition costs-;tax basis

     (1,023 )     (314 )     327  

Dividends received deduction

     (7,490 )     (8,946 )     (11,099 )

IMR amortization

     155       179       153  

Investment income items

     2,196       97       (375 )

Limited partnership book/tax difference

     156       232       223  

Prior year under accrual

     657       192       1,647  

Reinsurance transactions

     1,240       (423 )     (339 )

Tax credits

     (5,370 )     (3,198 )     (3,167 )

Tax reserve valuation

     (2,895 )     6,380       17,750  

Miscellaneous accruals

     (629 )     1,576       43  

Non-deductible items

     917       91       100  

Depreciation

     (50 )     (56 )     (178 )

LOLI

     (831 )     (887 )     (790 )

Other

     (788 )     (1,383 )     801  
                        

Federal income tax (benefit) expense on operations and capital gains (losses) on investments

     (42,578 )     60,857       66,938  

Less tax expense (benefit) on capital gains (losses)

     12,066       (1,106 )     (1,040 )
                        

Total federal income tax (benefit) expense

   $ (54,644 )   $ 61,963     $ 67,978  
                        


The total statutory income taxes are computed as follows:

 

     Year Ended December 31
     2008     2007    2006

Federal income tax expense on operations and capital gains (losses) on investments

   $ (42,578 )   $ 60,857    $ 66,938

Change in net deferred income taxes

     (7,619 )     8,842      24,874
                     

Total statutory income tax (benefit) expense

   $ (34,959 )   $ 52,015    $ 42,064
                     


 

41



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

7. Income Taxes (continued)

 

For federal income tax purposes, the Company joins in a consolidated income tax return filing with its indirect parent company, Transamerica Corporation, and other affiliated companies. The method of allocation between the companies is subject to a written agreement. Under the terms of the agreement, allocations are based upon separate return calculations. The Company is entitled to recoup federal income taxes paid in the event of future losses and credits to the extent the losses and credits reduce the greater of the Company-;s separately computed tax liability or the consolidated group-;s tax liability in the year generated. The Company is also entitled to recoup federal income taxes paid in the event of future losses and credits to the extent the losses and credits reduce the greater of the Company-;s separately computed tax liability or the consolidated group-;s tax liability in any carryback or carryforward year when so applied. Intercompany tax balances are settled within 30 days of payment to or filing with the Internal Revenue Service.

The Company did not incur income taxes during 2008, which will be available for recoupment in the event of future net losses. The Company incurred income taxes during 2007 and 2006 of $60,165 and $65,214, respectively, which will be available for recoupment in the event of future net losses.

The amount of tax contingencies calculated for the Company as of December 31, 2008 and 2007 is not material to the Company-;s financial position. Therefore, the total amount of tax contingencies that, if recognized, would affect the effective income tax rate is immaterial. The Company classifies interest and penalties related to income taxes as interest expense and penalty expense, respectively. The Company-;s interest expense related to income taxes as of December 31, 2008 and 2007 was not material and the Company recorded no liability for penalties.

The Company-;s federal income tax returns have been examined by the Internal Revenue Service and closing agreements have been executed through 2000. The examination for the years 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 positions. An examination is currently underway for 2005 and 2006. The 2007 tax return has been filed but no examination has commenced.

 

42



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

8. 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  
     2008     2007  
     Amount    Percent     Amount    Percent  

Subject to discretionary withdrawal with adjustment:

          

With market value adjustment

   $ 32,391    1 %   $ 20,695    0 %

At book value less surrender charge of 5% or more

     69,724    1       81,307    1  

At fair value

     3,696,287    83       6,164,883    91  
                          

Total with adjustment or at market value

     3,798,402    85       6,266,885    92  

At book value without adjustment (minimal or no charge or adjustment)

     428,383    10       431,030    6  

Not subject to discretionary withdrawal

     235,131    5       92,330    2  
                          

Total annuity reserves and deposit liabilities

     4,461,916    100 %     6,790,245    100 %
                  

Less reinsurance ceded

     165,616        35,260   
                  

Net annuity reserves and deposit liabilities

   $ 4,296,300      $ 6,754,985   
                  


 

43



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

8. Policy and Contract Attributes (continued)

 

Information regarding the separate accounts of the Company is as follows:

 

     Guaranteed
Indexed
   Nonindexed
Guaranteed
Less Than 4%
   Nonindexed
Guaranteed
More

Than 4%
   Nonguaranteed
Separate
Accounts
   Total

Premiums, deposits and other considerations for the year ended December 31, 2008

   $ -;      $ -;      $ -;      $ 731,603    $ 731,603
                                  

Reserves for accounts with assets at fair value at December 31, 2008

   $ -;      $ -;      $ -;      $ 5,556,306    $ 5,556,306
                                  

Reserves for separate accounts by withdrawal characteristics at December 31, 2008:

              

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 fair value

     -;        -;        -;        5,556,306      5,556,306

At book value without market value adjustment and with current surrender charge of less than 5%

     -;        -;        -;        -;        -;  
                                  

Subtotal

     -;        -;        -;        5,556,306      5,556,306

Not subject to discretionary withdrawal

     -;        -;        -;        -;        -;  
                                  

Total separate account liabilities at December 31, 2008

   $ -;      $ -;      $ -;      $ 5,556,306    $ 5,556,306
                                  


 

44



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

8. Policy and Contract Attributes (continued)

 

 

     Guaranteed
Indexed
   Nonindexed
Guaranteed
Less Than 4%
   Nonindexed
Guaranteed
More

Than 4%
   Nonguaranteed
Separate
Accounts
   Total

Premiums, deposits and other considerations for the year ended December 31, 2007

   $ -;      $ -;      $ -;      $ 909,554    $ 909,554
                                  

Reserves for accounts with assets at fair value at December 31, 2007

   $ -;      $ -;      $ -;      $ 9,485,165    $ 9,485,165
                                  

Reserves for separate accounts by withdrawal characteristics at December 31, 2007:

              

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 fair value

     -;        -;        -;        9,485,165      9,485,165

At book value without market value adjustment and with current surrender charge of less than 5%

     -;        -;        -;        -;        -;  
                                  

Subtotal

     -;        -;        -;        9,485,165      9,485,165

Not subject to discretionary withdrawal

     -;        -;        -;        -;        -;  
                                  

Total separate account liabilities at December 31, 2007

   $ -;      $ -;      $ -;      $ 9,485,165    $ 9,485,165
                                  


 

45



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

8. Policy and Contract Attributes (continued)

 

A reconciliation of the amounts transferred to and from the separate accounts is presented below:

 

     Year Ended December 31  
     2008     2007     2006  

Transfer as reported in the summary of operations of the separate accounts statement:

      

Transfers to separate accounts

   $ 732,493     $ 910,067     $ 1,092,584  

Transfers from separate accounts

     1,274,005       1,484,712       1,758,650  
                        

Net transfers from separate accounts

     (541,512 )     (574,645 )     (666,066 )

Other reconciling adjustments

     1,238       (1,399 )     215  
                        

Net transfers as reported in the summary of operations of the Company

   $ (540,274 )   $ (576,044 )   $ (665,851 )
                        


At December 31, 2008 and 2007, 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

2008

   Guaranteed Minimum Income Benefit    $ 990,339    $ 104,921    $ 97,859

2007

   Guaranteed Minimum Income Benefit    $ 1,633,606    $ 28,980    $ 4,250


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, 2008 and 2007, 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

2008

   Guaranteed Minimum Death Benefit    $ 3,074,498    $ 193,360    $ 157,384

2007

   Guaranteed Minimum Death Benefit    $ 6,291,420    $ 73,072    $ 35,260


 

46



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

8. Policy and Contract Attributes (continued)

 

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.

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, 2008 and 2007, 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, 2008

       

Ordinary direct renewal business

   $ 2,796    $ 1,625     $ 4,421

Ordinary new business

     9      1       10
                     
   $ 2,805    $ 1,626     $ 4,431
                     

December 31, 2007

       

Ordinary direct renewal business

   $ 3,046    $ 1,813     $ 4,859

Ordinary new business

     262      (151 )     111
                     
   $ 3,308    $ 1,662     $ 4,970
                     


At December 31, 2008 and 2007, the Company had insurance in force aggregating $3,644,366 and $2,170,424 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 $22,357 and $15,281 to cover these deficiencies at December 31, 2008 and 2007, respectively.

The Company anticipates investment income as a factor in the premium deficiency calculation, in accordance with SSAP No. 54, Individual and Group Accident and Health Contracts.

 

47



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

9. Capital and Surplus

The Company is subject to limitations, imposed by the State of Ohio, on the payment of dividends to its parent company, AEGON. 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 2009, without the prior approval of insurance regulatory authorities, is $23,477.

On December 29, 2008 the Company paid a $200,000 common stock dividend to its parent company. Of this amount, $131,600 was considered an ordinary cash dividend and $68,400 was considered an extraordinary dividend. The Company received approval from the Ohio Department of Insurance to make the dividend payment. The Company paid ordinary common stock dividends of $110,000 and $2,000 to its parent on December 19, 2007 and September 8, 2006, respectively.

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, 2008, the Company meets the RBC requirements.

10. 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 International Accounting Standards 19 (IAS 19), Accounting for Employee Benefits 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 allocated to the Company aggregated $1,444, $1,829 and $1,432 for 2008, 2007 and 2006, respectively. The plan is subject to the reporting and disclosure requirements of the Employee Retirement and Income Security Act of 1974.

 

48



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

10. Retirement and Compensation Plans (continued)

 

The Company-;s employees also participate in a contributory defined contribution plan sponsored by AEGON which is qualified under Section 401(k) of the Internal Revenue Service Code. Employees of the Company who customarily work at least 1,000 hours during each calendar year and meet the other eligibility requirements are participants of the plan. Participants may elect to contribute up to twenty-five percent of their salary to the plan. The Company will match an amount up to three percent of the participant-;s salary. Participants may direct all of their contributions and plan balances to be invested in a variety of investment options. The plan is subject to the reporting and disclosure requirements of the Employee Retirement and Income Security Act of 1974. Expense related to this plan was $793, $905 and $864 for 2008, 2007 and 2006, respectively.

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 2008, 2007 and 2006 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 $143, $179 and $147 for 2008, 2007 and 2006, respectively.

11. Related Party Transactions

The Company shares certain officers, employees and general expenses with affiliated companies.

 

49



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

11. Related Party Transactions (continued)

 

The Company is party to a Cost Sharing agreement between AEGON 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 by administering the day-to-day real estate and mortgage loan operations of the Company. AEGON USA Investment Management, LLC acts as a discretionary investment manager under an Investment Management Agreement with the Company. During 2008, 2007 and 2006, the Company paid $95,980, $106,392 and $94,305, 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 $30,230, $38,629 and $36,528 from this agreement during 2008, 2007 and 2006, respectively. The Company provides office space, marketing and administrative services to certain affiliates. During 2008, 2007 and 2006, the Company received $95,867, $100,815 and $91,726, 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, 2008, 2007 and 2006, the Company has a net amount of $(16,350), $21,887 and $9,683, respectively, due (from) to affiliates. Terms of settlement require that these amounts are settled within 90 days. During 2008, 2007 and 2006, the Company paid net interest of $924, $1,954 and $1,599, respectively, to affiliates.

At December 31, 2008, the Company did not hold any short-term notes receivable.

In prior years, the Company purchased life insurance policies covering the lives of certain employees of the Company from an affiliate. At December 31, 2008 and 2007, the cash surrender value of these policies was $66,323 and $63,948, respectively.

12. Commitments and Contingencies

The Company is a party to legal proceedings involving a variety of issues incidental to its business. Lawsuits may be brought in nearly any federal or state court in the United States or in an arbitral forum. In addition, there continues to be significant federal and state regulatory activity relating to financial services companies. The Company-;s legal proceedings are subject to many variables, and given its complexity and scope, outcomes cannot be predicted with certainty. Although legal proceedings sometimes include substantial demands for compensatory and punitive damages, and injunctive relief, it is management-;s opinion that damages arising from such demands will not be material to the Company-;s financial position or results of operations.

 

50



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

12. Commitments and Contingencies (continued)

 

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 $3,337 and $3,344 with no offsetting premium tax benefit at December 31, 2008 and 2007, respectively, for its estimated share of future guaranty fund assessments related to several major insurer insolvencies. The guaranty fund expense (credit) was $36, $(22) and $36 for 2008, 2007 and 2006, respectively.

The Company participates in an agent-managed securities lending program. The Company receives collateral equal to 102% of the fair market value of the loaned government/other domestic securities, respectively, as of the transaction date. If the fair value of the collateral is at any time less than 102% of the fair value of the loaned securities, the counterparty is mandated to deliver additional collateral, the fair value of which, together with the collateral already held in connection with the lending transaction, is at least equal to 102% of the fair value of the loaned government/other domestic securities, respectively. In the event the Company loans a foreign security and the denomination of the currency of the collateral is other than the denomination of the currency of the loaned foreign security, the Company receives and maintains collateral equal to 105% of the fair market value of the loaned security.

At December 31, 2007, securities in the amount of $158,452 were on loan under securities lending agreements. At December 31, 2007 the collateral the Company received from securities lending was in the form of cash. At December 31, 2008, there were no securities on loan under securities lending agreements.

The Company has contingent commitments of $1,491 and $2,053 as of December 31, 2008 and 2007, respectively, for LIHTC 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, 2008 and 2007 respectively, the Company pledged assets in the amount of $36,127 and $6,449 to satisfy the requirements of futures trading accounts.

 

51



Western Reserve Life Assurance Co. of Ohio

Notes to Financial Statements -; Statutory Basis (continued)

(Dollars in Thousands)

 

13. Sales, Transfer, and Servicing of Financial Assets and Extinguishments of Liabilities

During the period January 1, 2006 through June 30, 2006, the Company sold $32,428 of agent balances without recourse to ADB Corporation, LLC, an affiliated entity. 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 has retained such balances as non-admitted receivables. Agent receivables in the amount of $15,409, $18,673 and $20,261 were non-admitted as of December 31, 2008, 2007 and 2006, respectively.

 

52



Statutory-Basis Financial

Statement Schedules


Western Reserve Life Assurance Co. of Ohio

Summary of Investments -; Other Than

Investments in Related Parties

(Dollars in Thousands)

December 31, 2008

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

   $ 97,307    $ 128,246    $ 97,307

States, municipalities and political subdivisions

     54,143      55,007      54,143

Foreign governments

     3,652      2,754      3,652

Public utilities

     10,493      10,367      10,493

All other corporate bonds

     454,138      366,776      454,138

Preferred stocks

     4,545      3,580      4,545
                    

Total fixed maturities

     624,278      566,730      624,278

Mortgage loans on real estate

     12,754         12,754

Real estate

     37,806         37,806

Policy loans

     411,020         411,020

Cash, cash equivalents and short-term investments

     279,506         279,506

Other invested assets

     8,351         8,351
                

Total investments

   $ 1,373,715       $ 1,373,715
                


(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.


 

53



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*
 

Year ended December 31, 2008

                 

Individual life

   $ 1,097,394      20,196    $ 574,634    $ 45,656    $ 370,010    $ 237,806  

Group life

     16,261      101      375      667      1,473      365  

Annuity

     621,785      2,183      213,833      25,300      968,935      1,519,611  
                                           
   $ 1,735,440    $ 22,480    $ 788,842    $ 71,623    $ 1,340,418    $ 1,757,782  
                                           
Year ended December 31, 2007                  

Individual life

   $ 1,040,192      14,956    $ 583,844    $ 42,731    $ 304,367    $ 241,395  

Group life

     15,550      100      46      646      915      53  

Annuity

     596,029      317      429,894      25,455      1,055,682      (510,040 )
                                           
   $ 1,651,771    $ 15,373    $ 1,013,784    $ 68,832    $ 1,360,964    $ (268,592 )
                                           
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 )
                                           


* 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.


 

54



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, 2008

              

Life insurance in force

   $ 102,486,516    $ 54,034,032    $ 16,447,344    $ 64,899,828    25 %
                                  

Premiums:

              

Individual life

   $ 648,362    $ 77,458    $ 3,730    $ 574,634    1 %

Group life

     5,033      4,658      -;        375    0 %

Annuity

     337,322      123,489      -;        213,833    0 %
                                  
   $ 990,717    $ 205,605    $ 3,730    $ 788,842    0 %
                                  

Year ended December 31, 2007

              

Life insurance in force

   $ 99,363,588    $ 48,566,371    $ 17,211,679    $ 68,008,896    25 %
                                  

Premiums:

              

Individual life

   $ 646,758    $ 66,766    $ 3,853    $ 583,845    1 %

Group life

     586      540      -;        46    0 %

Annuity

     437,105      7,212      -;        429,893    0 %
                                  
   $ 1,084,449    $ 74,518    $ 3,853    $ 1,013,784    1 %
                                  

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 %
                                  


 

55


 


 

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 (22)

(d)     

(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) (22)

(e)     

Application for Flexible Premium Variable Life Insurance Policy (19)

(f)     

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)

(g)     

Reinsurance Agreements



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

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

(h)     

Participation Agreements



(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)

(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 ProFund Advisors LLC date June 1, 2007 (21)

(xv)     

Amendment No. 2 to Participation Agreement among Western Reserve, ProFunds, Access One Trust and ProFund Advisors LLC dated August 30, 2007 (21)

(xvi)     

Amendment No. 3 to Participation Agreement among Western Reserve, ProFunds, Access One Trust and ProFund Advisors LLC dated February 28, 2008 (22)

(xvii)     

Amendment No. 27 to Participation Agreement between AEGON/Transamerica Series Trust and Western Reserve dated May 1, 2006 (20)

(xviii)     

Amendment No. 28 to Participation Agreement between AEGON/Transamerica Series Trust and Western Reserve dated May 1, 2007 (20)

(xix)     

Amendment No. 29 to Participation Agreement between Transamerica Series Trust (formerly, AEGON/Transamerica Series Trust) and Western Reserve dated May 1, 2008. (23)

(xx)     

Participation Agreement among AllianceBernstein Variable Products Series Fund, Inc. and Western Reserve dated November 1, 2008

(xxi)     

Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Western Reserve Life Assurance Co. of Ohio, and Transamerica Capital, Inc. dated November 10, 2008.

(xxii)     

Amendment No.33 to Participation Agreement between Transamerica Series Trust and Western Reserve dated May 1, 2009.

(xxiii)     

Amendment to Participation Agreement among AllianceBernstein Variable Products Series Fund, Inc. and Western Reserve dated May 1, 2009

(xxiv)     

Amendment No. 1 to Participation Agreement Among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Western Reserve Life Assurance Co. of Ohio, and Transamerica Capital, Inc. dated May 1, 2009

(i)     

Not Applicable

(j)     

Not Applicable

(k)     

Opinion and Consent of Arthur D. Woods, Esq. as to Legality of Securities Being Registered

(l)     

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

(m)     

Sample Hypothetical Illustration (18)

(n)     

Other Opinions:

(i)     

Written Consent of Sutherland Asbill & Brennan LLP

(ii)     

Written Consent of Ernst & Young LLP

(o)     

Not Applicable

(p)     

Not Applicable

(q)     

Memorandum describing issuance, transfer and redemption procedures (19)

(r)     

Powers of Attorney


     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.

(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 the Initial Registration Statement to Form N-6 Registration System dated June 28, 2007 and is incorporated herein by reference.

(21)     

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.

(22)     

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.

(23)     

This exhibit was previously filed on Post-Effective Amendment No. 6 to Form N-6 Registration Statement dated April 11, 2008 (File No. 333-110315) and is incorporated herein by reference.

(24)     

This exhibit was previously filed on Post-Effective Amendment No. 3 to Form N-6 Registration Statement dated April 15, 2008 (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

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



Item 28. Persons Controlled by or Under Common Control with the Depositor or Registrant

Name

Jurisdiction of Incorporation

Percent of Voting Securities Owned

Business

               

Academy Alliance Holdings Inc.

Canada

100% Creditor Resources, Inc.

Holding company

               

Academy Alliance Insurance Inc.

Canada

100% Creditor Resources, Inc.

Insurance

               

ADMS Insurance Broker (HK) Limited

Hong Kong

100% AEGON Direct Marketing Services Hong Kong Limited

Brokerage company

               

AEGON Alliances, Inc.

Virginia

100% Commonwealth General Corporation

Insurance company marketing support

               

AEGON Asset Management Services, Inc.

Delaware

100% AUSA Holding Co.

Registered investment advisor

               

AEGON Assignment Corporation

Illinois

100% AEGON Financial Services Group, Inc.

Administrator of structured settlements

               

AEGON Assignment Corporation of Kentucky

Kentucky

100% AEGON Financial Services Group, Inc.

Administrator of structured settlements

               

AEGON Canada Inc.

Canada

100% Transamerica International Holdings, Inc.

Holding company

               

AEGON Capital Management, Inc.

Canada

100% AEGON Canada Inc.

Portfolio management company/investment advisor

               

AEGON Derivatives N.V.

Netherlands

100% AEGON N.V.

Holding company

               

AEGON Direct Marketing Services, Inc.

Maryland

Monumental Life Insurance Company owns 103,324 shares; Commonwealth General Corporation owns 37,161 shares

Marketing company

               

AEGON Direct Marketing Services International, Inc.

Maryland

100% Monumental General Insurance Group, Inc.

Marketing arm for sale of mass marketed insurance coverage

               

AEGON Direct Marketing Services Australia Pty Ltd.

Australia

100% Transamerica Direct Marketing Asia Pacific Pty Ltd.

Marketing/operations company

               

AEGON Direct Marketing Services e Corretora de Seguros Ltda.

Brazil

749,000 quota shares owned by AEGON DMS Holding B.V.; 1 quota share owned by AEGON International B.V.

Brokerage company

               

AEGON Direct Marketing Services Europe Ltd.

United Kingdom

100% Cornerstone International Holdings, Ltd.

Marketing

               

AEGON Direct Marketing Services Hong Kong Limited

China

100% AEGON DMS Holding B.V.

Provide consulting services ancillary to the marketing of insurance products overseas.

               

AEGON Direct Marketing Services Japan K.K.

Japan

100% AEGON DMS Holding B.V.

Marketing company

               

AEGON Direct Marketing Services Korea Co., Ltd.

Korea

100% AEGON DMS Holding B.V.

Provide consulting services ancillary to the marketing of insurance products overseas.

               

AEGON Direct Marketing Services Mexico, S.A. de C.V.

Mexico

100% AEGON DMS Holding B.V.

Provide management advisory and technical consultancy services.

               

AEGON Direct Marketing Services Mexico Servicios, S.A. de C.V.

Mexico

100% AEGON DMS Holding B.V.

Provide marketing, trading, telemarketing and advertising services in favor of any third party, particularly in favor of insurance and reinsurance companies.

               

AEGON Direct Marketing Services, Inc.

Taiwan

100% AEGON DMS Holding B.V.

Authorized business: Enterprise management consultancy, credit investigation services, to engage in business not prohibited or restricted under any law of R.O.C., except business requiring special permission of government

               

AEGON Direct Marketing Services (Thailand) Ltd.

Thailand

93% Transamerica International Direct Marketing Consultants, LLC; remaining 7% held by various AEGON employees

Marketing of insurance products in Thailand

               

AEGON DMS Holding B.V.

Netherlands

100% AEGON International B.V.

Holding company

               

AEGON Financial Services Group, Inc.

Minnesota

100% Transamerica Life Insurance Company

Marketing

               

AEGON Fund Management, Inc.

Canada

100% AEGON Canada Inc.

Mutual fund manager

               

AEGON Funding Company, LLC.

Delaware

100% AEGON USA, LLC

Issue debt securities-net proceeds used to make loans to affiliates

               

AEGON Institutional Markets, Inc.

Delaware

100% Commonwealth General Corporation

Provider of investment, marketing and administrative services to insurance companies

               

AEGON International B.V.

Netherlands

100% AEGON N.V.

Holding company

               

AEGON Life Insurance Agency

Taiwan

100% AEGON Direct Marketing Services, Inc. (Taiwan Domiciled)

Life insurance

               

AEGON Managed Enhanced Cash, LLC

Delaware

Members: Transamerica Life Insurance Company (71.11%) ; Monumental Life Insurance Company (28.89%)

Investment vehicle for securities lending cash collateral

               

AEGON Management Company

Indiana

100% AEGON U.S. Holding Corporation

Holding company

               

AEGON N.V.

Netherlands

22.95% of Vereniging AEGON Netherlands Membership Association

Holding company

               

AEGON Nederland N.V.

Netherlands

100% AEGON N.V.

Holding company

               

AEGON Nevak Holding B.V.

Netherlands

100% AEGON N.V.

Holding company

               

AEGON Structured Settlements, Inc.

Kentucky

100% Commonwealth General Corporation

Administers structured settlements of plaintiff’s physical injury claims against property and casualty insurance companies

               

AEGON U.S. Holding Corporation

Delaware

100% Transamerica Corporation

Holding company

               

AEGON USA Investment Management, LLC

Iowa

100% AEGON USA, LLC.

Investment advisor

               

AEGON USA Real Estate Services, Inc.

Delaware

100% AEGON USA Realty Advisors, Inc.

Real estate and mortgage holding company

               

AEGON USA Realty Advisors, Inc.

Iowa

100% AUSA Holding Company

Administrative and investment services

               

AEGON USA Travel and Conference Services LLC

Iowa

100% Money Services, Inc.

Travel and conference services

               

AEGON USA, LLC

Iowa

100% AEGON U.S. Holding Corporation

Holding company

               

AFSG Securities Corporation

Pennsylvania

100% Commonwealth General Corporation

Inactive

               

ALH Properties Eight LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Eleven LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Fifteen LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Five LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Four LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Nine LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Seven LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Seventeen LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Sixteen LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Ten LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Twelve LLC

Delaware

100% FGH USA LLC

Real estate

               

ALH Properties Two LLC

Delaware

100% FGH USA LLC

Real estate

               

American Bond Services LLC

Iowa

100% Transamerica Life Insurance Company (sole member)

Limited liability company

               

Ampac, Inc.

Texas

100% Commonwealth General Corporation

Managing general agent

               

ARC Reinsurance Corporation

Hawaii

100% Transamerica Corporation

Property & Casualty Insurance

               

ARV Pacific Villas, A California Limited Partnership

California

General Partners - Transamerica Affordable Housing, Inc. (0.5%); Non-Affiliate of AEGON, Jamboree Housing Corp. (0.5%). Limited Partner: Transamerica Life Insurance Company (99%)

Property

               

Asia Business Consulting Company

China

100% Asia Investments Holdings, Limited

                 

Asia Investments Holdings, Limited

Hong Kong

99% Transamerica Life Insurance Company

Holding company

               

AUSA Holding Company

Maryland

100% AEGON USA, LLC

Holding company

               

AUSACAN LP

Canada

General Partner - AUSA Holding Co. (1%); Limited Partner - AEGON USA, LLC (99%)

Inter-company lending and general business

               

Bay Area Community Investments I, LLC

California

70%Transamerica Life Insurance Company; 30% Monumental Life Insurance Company

Investments in low income housing tax credit properties

               

Bay State Community Investments I, LLC

Delaware

100% Monumental Life Insurance Company

Investments in low income housing tax credit properties

               

Bay State Community Investments II, LLC

Delaware

100% Monumental Life Insurance Company

Investments in low income housing tax credit properties

               

Beijing Dafu Insurance Agency Co. Ltd.

Peoples Republic of China

10% owned by WFG China Holdings, Inc.; 90% owned by private individual (non-AEGON associated)

Insurance Agency

               

Canadian Premier Holdings Ltd.

Canada

100% AEGON DMS Holding B.V.

Holding company

               

Canadian Premier Life Insurance Company

Canada

100% Canadian Premier Holdings Ltd.

Insurance company

               

Capital General Development Corporation

Delaware

2.64 shares of common stock owned by AEGON USA, LLC 18.79 shares of common stock owned by Commonwealth General Corporation

Holding company

               

CBC Insurance Revenue Securitization, LLC

Delaware

100% Clark Consulting, Inc.

Special purpose

               

CGC Life Insurance Company

Iowa

100% Commonwealth General Corporation

Insurance Company

               

Clark/Bardes (Bermuda) Ltd.

Bermuda

100% Clark, Inc.

Insurance agency

               

Clark, Inc.

Delaware

100% AUSA Holding Company

Holding company

               

Clark Consulting, Inc.

Delaware

100% Clark, Inc.

Financial consulting firm

               

Clark Investment Strategies, inc.

Delaware

100% Clark Consulting, Inc.

Registered investment advisor

               

Clark Securities, Inc.

California

100% Clark Consulting, Inc.

Broker-Dealer

               

Commonwealth General Corporation

Delaware

100% AEGON U.S. Holding Corporation

Holding company

               

Consumer Membership Services Canada Inc.

Canada

100% Canadian Premier Holdings Ltd.

Marketing of credit card protection membership services in Canada

               

Cornerstone International Holdings Ltd.

UK

100% AEGON DMS Holding B.V.

Holding company

               

CRC Creditor Resources Canadian Dealer Network Inc.

Canada

100% Creditor Resources, Inc.

Insurance agency

               

CRG Insurance Agency, Inc.

California

100% Clark Consulting, Inc.

Insurance agency

               

Creditor Resources, Inc.

Michigan

100% AUSA Holding Co.

Credit insurance

               

CRI Canada Inc.

Canada

100% Creditor Resources, Inc.

Holding company

               

CRI Credit Group Services Inc.

Canada

100% Creditor Resources, Inc.

Holding company

               

CRI Solutions Inc.

Maryland

100% Creditor Resources, Inc.

Sales of reinsurance and credit insurance

               

CRI Systems, Inc.

Maryland

100% Creditor Resources, Inc.

Technology

               

Diversified Actuarial Services, Inc.

Massachusetts

100% Diversified Investment Advisors, Inc.

Employee benefit and actuarial consulting

               

Diversified Investment Advisors, Inc.

Delaware

100% AUSA Holding Company

Registered investment advisor

               

Diversified Investors Securities Corp.

Delaware

100% Diversified Investment Advisors, Inc.

Broker-Dealer

               

Edgewood IP, LLC

Iowa

100% Transamerica Life Insurance Company

Limited liability company

               

FGH Eastern Region LLC

Delaware

100% FGH USA LLC

Real estate

               

FGH Realty Credit LLC

Delaware

100% FGH Eastern Region LLC

Real estate

               

FGH USA LLC

Delaware

100% RCC North America LLC

Real estate

               

FGP 90 West Street LLC

Delaware

100% FGH USA LLC

Real estate

               

FGP Burkewood, Inc.

Delaware

100% FGH USA LLC

Real estate

               

FGP Bush Terminal, Inc.

Delaware

100% FGH Realty Credit LLC

Real estate

               

FGP Franklin LLC.

Delaware

100% FGH USA LLC

Real estate

               

FGP Herald Center, Inc.

Delaware

100% FGH USA LLC

Real estate

               

FGP Heritage Square, Inc.

Delaware

100% FGH USA LLC

Real estate

               

FGP Islandia, Inc.

Delaware

100% FGH USA LLC

Real estate

               

FGP Merrick, Inc.

Delaware

100% FGH USA LLC

Real estate

               

FGP West 32nd Street, Inc.

Delaware

100% FGH USA LLC

Real estate

               

FGP West Mezzanine LLC

Delaware

100% FGH USA LLC

Real estate

               

FGP West Street LLC

Delaware

100% FGP West Mezzanine LLC

Real estate

               

FGP West Street Two LLC

Delaware

100% FGH USA LLC

Real estate

               

Fifth FGP LLC

Delaware

100% FGH USA LLC

Real estate

               

Financial Planning Services, Inc.

District of Columbia

100% Commonwealth General Corporation

Special-purpose subsidiary

               

Financial Resources Insurance Agency of Texas

Texas

100% owned by Transamerica Financial Advisors, Inc.

Retail sale of securities products

               

First FGP LLC

Delaware

100% FGH USA LLC

Real estate

               

Flashdance, LLC

New York

100% Transamerica Life Insurance Company

Broadway production

               

Fourth & Market Funding, LLC

Delaware

Commonwealth General Corporation owns 0% participating percentage, but is Managing Member. Ownership: 99% Monumental Life Insurance Company and 1% Garnet Assurance Corporation II

Investments

               

Fourth FGP LLC

Delaware

100% FGH USA LLC

Real estate

               

Garnet Assurance Corporation

Kentucky

100%Transamerica Life Insurance Company

Investments

               

Garnet Assurance Corporation II

Iowa

100% Commonwealth General Corporation

Business investments

               

Garnet Community Investments, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments I, LLC

Delaware

100%Transamerica Life Insurance Company

Securities

               

Garnet Community Investments II, LLC

Delaware

100% Monumental Life Insurance Company

Securities

               

Garnet Community Investments III, LLC

Delaware

100%Transamerica Life Insurance Company

Business investments

               

Garnet Community Investments IV, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments V, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments VI, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments VII, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments VIII, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments IX, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments X, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments XI, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet Community Investments XII, LLC

Delaware

100% Monumental Life Insurance Company

Investments

               

Garnet LIHTC Fund I, LLC

Delaware

Members: Garnet Community Investments I, LLC (0.01%); Goldenrod Asset Management, Inc.--a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund II, LLC

Delaware

Members: Garnet Community Investments II, LLC (0.01%); Metropolitan Life Insurance Company, a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund III, LLC

Delaware

Members: Garnet Community Investments III, LLC (0.01%); Jefferson-Pilot Life Insurance Company, a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund IV, LLC

Delaware

Members: Garnet Community Investments IV, LLC (0.01%); Goldenrod Asset Management, Inc., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund V, LLC

Delaware

Members: Garnet Community Investments V, LLC (0.01%); Lease Plan North America, Inc., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund VI, LLC

Delaware

Members: Garnet Community Investments VI, LLC (0.01%); Pydna Corporation, a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund VII, LLC

Delaware

Members: Garnet Community Investments VII, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate(99.99%)

Investments

               

Garnet LIHTC Fund VIII, LLC

Delaware

Members: Garnet Community Investments VIII, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate(99.99%)

Investments

               

Garnet LIHTC Fund IX, LLC

Delaware

Members: Garnet Community Investments IX, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund X, LLC

Delaware

Members: Garnet Community Investments X, LLC (0.01%); Goldenrod Asset Management, a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XI, LLC

Delaware

Members: Garnet Community Investments XI, LLC (0.01%); NorLease, Inc., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XII, LLC

Delaware

Garnet Community Investments XII, LLC (.01%); and the following non-AEGON affiliates: Bank of America, N.A.( 73.39%); Washington Mutual Bank (13.30%); NorLease, Inc. (13.30%)

Investments

               

Garnet LIHTC Fund XII-A, LLC

Delaware

Garnet Community Investments XII, LLC (.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XII-B, LLC

Delaware

Garnet Community Investments XII, LLC (.01%); Washington Mutual Bank, a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XII-C, LLC

Delaware

Garnet Community Investments XII, LLC (.01%); NorLease, Inc., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XIII, LLC

Delaware

Members: Garnet Community Investments, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate (68.10%); Norlease, Inc., a non-AEGON affiliate (31.89%)

Investments

               

Garnet LIHTC Fund XIII-A, LLC

Delaware

Members: Garnet Community Investments, LLC (0.01%); Washington Mutual Bank, a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XIII-B, LLC

Delaware

Members: Garnet Community Investments, LLC (0.01%); Norlease, Inc., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XIV, LLC

Delaware

0.01% Garnet Community Investments, LLC; 49.995% Wells Fargo Bank, N.A.; and 49.995% Goldenrod Asset Management, Inc.

Investments

               

Garnet LIHTC Fund XV, LLC

Delaware

Members: Garnet Community Investments, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)

Investments

               

Garnet LIHTC Fund XVI, LLC

Delaware

Members: Garnet Community Investments, LLC (0.01%); FNBC Leasing Corporation, a non-AEGON entity (99.99%)

Investments

               

Garnet LIHTC Fund XVII, LLC

Delaware

Members: Garnet Community Investments, LLC (0.01%); Security Life of Denver, a non-affiliate of AEGON  (20.979%), ING USA Annuity and Life Insurance company, a non-affiliate of AEGON  (12.999%), and ReliaStar Life Insurance Company, a non-affiliate of AEGON (66.012%).

Investments

               

Garnet LIHTC Fund XVIII, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XIX, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XX, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXI, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXII, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXIII, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXIV, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXV, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXVI, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Garnet LIHTC Fund XXVII, LLC

Delaware

100% Garnet Community Investments, LLC

Investments

               

Gemini Investment, Inc.

Delaware

100% Transamerica Life Insurance Company

Investment subsidiary

               

Global Preferred Re Limited

Bermuda

100% AEGON USA, LLC

Reinsurance

               

Innergy Lending, LLC

Delaware

50% World Financial Group, Inc.; 50% ComUnity Lending, Inc.(non-AEGON entity)

Lending

               

InterSecurities, Inc.

Delaware

100% AUSA Holding Co.

Broker-Dealer

               

Investors Warranty of America, Inc.

Iowa

100% AUSA Holding Co.

Leases business equipment

               

Iowa Fidelity Life Insurance Co.

Arizona

Ordinary common stock is allowed 60% of total cumulative vote - AEGON USA, LLC. Participating common stock (100% owned by non-AEGON shareholders) is allowed 40% of total cumulative vote.

Insurance

               

JMH Operating Company, Inc.

Mississippi

100% Monumental Life Insurance Company

Real estate holdings

               

Legacy General Insurance Company

Canada

100% Canadian Premier Holdings Ltd.

Insurance company

               

Life Investors Alliance, LLC

Delaware

100% Transamerica Life Insurance Company

Purchase, own, and hold the equity interest of other entities

               

Life Investors Financial Group, Inc.

Iowa

100% AUSA Holding Company

Special-purpose subsidiary

               

LIICA Holdings, LLC

Delaware

Sole Member: Transamerica Life Insurance Company

To form and capitalize LIICA Re I, Inc.

               

LIICA Re I, Inc.

Vermont

100% LIICA Holdings, LLC

Captive insurance company

               

LIICA Re II, Inc.

Vermont

100%Transamerica Life Insurance Company

Captive insurance company

               

Massachusetts Fidelity Trust Company

Iowa

100% AUSA Holding Co.

Trust company

               

Merrill Lynch Life Insurance Company

Arkansas

100% AEGON USA, LLC

Insurance company

               

ML Life Insurance Company of New York

New York

100% AEGON USA, LLC

Insurance company

               

Money Services, Inc.

Delaware

100% AUSA Holding Co.

Provides financial counseling for employees and agents of affiliated companies

               

Monumental General Administrators, Inc.

Maryland

100% Monumental General Insurance Group, Inc.

Provides management services to unaffiliated third party administrator

               

Monumental General Insurance Group, Inc.

Maryland

100% AUSA Holding Co.

Holding company

               

Monumental Life Insurance Company

Iowa

99.72% Capital General Development Corporation; .28% Commonwealth General Corporation

Insurance Company

               

nVISION Financial, Inc.

Iowa

100% AUSA Holding Company

Special-purpose subsidiary

               

National Association Management and Consultant Services, Inc.

Maryland

100% Monumental General Administrators, Inc.

Provides actuarial consulting services

               

NEF Investment Company

California

100% Transamerica Life Insurance Company

Real estate development

               

New Markets Community Investment Fund, LLC

Iowa

50% AEGON Institutional Markets, Inc.; 50% AEGON USA Realty Advisors, Inc.

Community development entity

               

Oncor Insurance Services, LLC

Iowa

Sole Member - Life Investors Financial Group, Inc.

Direct sales of term life insurance

               

Penco, Inc.

Ohio

100% AUSA Holding Company

Record keeping

               

Pensaprima, Inc.

Iowa

100% AEGON USA Realty Advisors, Inc.

Investments

               

Peoples Benefit Services, Inc.

Pennsylvania

100% Stonebridge Life Insurance Company

Special-purpose subsidiary

               

Pine Falls Re, Inc.

Vermont

100% Stonebridge Life Insurance Company

Captive insurance company

               

Primus Guaranty, Ltd.

Bermuda

Partners are: Transamerica Life Insurance Company (13.1%) and non-affiliates of AEGON: XL Capital, Ltd. (34.7%); CalPERS/PCO Corporate Partners Fund, LLC (13.0%); Radian Group (11.1%). The remaining 28.1% of stock is publicly owned.

Provides protection from default risk of investment grade corporate and sovereign issues of financial obligations.

               

Prisma Holdings, Inc. I

Delaware

100% AUSA Holding Company

Holding company

               

Prisma Holdings, Inc. II

Delaware

100% AUSA Holding Company

Holding company

               

Pyramid Insurance Company, Ltd.

Hawaii

100% Transamerica Corporation

Property & Casualty Insurance

               

Quantitative Data Solutions, LLC

Delaware

100% Transamerica Life Insurance Company

Special purpose corporation

               

RCC North America LLC

Delaware

100% AEGON USA, LLC

Real estate

               

Real Estate Alternatives Portfolio 1 LLC

Delaware

Members: Transamerica Life Insurance Company (90.959%); Monumental Life Insurance Company (6.301%); Transamerica Financial Life Insurance Company (2.74%). Manager: AEGON USA Realty Advisors, Inc.

Real estate alternatives investment

               

Real Estate Alternatives Portfolio 2 LLC

Delaware

Members are: Transamerica Life Insurance Company (90.25%); Transamerica Financial Life Insurance Company (7.5%); Stonebridge Life Insurance Company (2.25%). Manager: AEGON USA Realty Advisors, Inc.

Real estate alternatives investment

               

Real Estate Alternatives Portfolio 3 LLC

Delaware

Members are: Transamerica Life Insurance Company (73.4%); Monumental Life Insurance Company (25.6%); Stonebridge Life Insurance Company (1%). Manager: AEGON USA Realty Advisors, Inc.

Real estate alternatives investment

               

Real Estate Alternatives Portfolio 3A, Inc.

Delaware

Members: Monumental Life Insurance Company (41.4%); Transamerica Financial Life Insurance Company (9.4%); Transamerica Life Insurance Company (48.2%); Stonebridge Life Insurance Company (1%)

Real estate alternatives investment

               

Real Estate Alternatives Portfolio 4 HR, LLC

Delaware

Members are: Transamerica Life Insurance Company (64%); Monumental Life Insurance Company (32%); Transamerica Financial Life Insurance Company (4%). Manager: AEGON USA Realty Advisors, Inc.

Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment

               

Real Estate Alternatives Portfolio 4 MR, LLC

Delaware

Members are: Transamerica Life Insurance Company (64%); Monumental Life Insurance Company (32%); Transamerica Financial Life Insurance Company (4%). Manager: AEGON USA Realty Advisors, Inc.

Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment

               

Real Estate Alternatives Portfolio 5 NR, LLC

Delaware

Members are: Transamerica Life Insurance Company (75.000%); Monumental Life Insurance Company (20.000%); Western Reserve Life Assurance Co. of Ohio (3.333%); Stonebridge Life Insurance Company (1.667%). Manager: AEGON USA Realty Advisors, Inc.

Real estate investments

               

Real Estate Alternatives Portfolio 5 RE, LLC

Delaware

Members are: Transamerica Life Insurance Company (75.000%); Monumental Life Insurance Company (20.000%); Western Reserve Life Assurance Co. of Ohio (3.333%); Stonebridge Life Insurance Company (1.667%). Manager: AEGON USA Realty Advisors, Inc.

Real estate investments

               

Realty Information Systems, Inc.

Iowa

100% AEGON USA Realty Advisors, Inc.

Information Systems for real estate investment management

               

Retirement Project Oakmont

CA

General Partner: Transamerica Oakmont Retirement Associates, a CA limited partnership; Transamerica Life Insurance Company (limited partner); and Oakmont Gardens, a CA limited partnership (non-AEGON entity limited partner). General Partner of Transamerica Oakmont Retirement Associates is Transamerica Oakmont Corporation. 100 units of limited partnership interests widely held by individual investors.

Senior living apartment complex

               

River Ridge Insurance Company

Vermont

100% AEGON Management Company

Captive insurance company

               

Second FGP LLC

Delaware

100% FGH USA LLC

Real estate

               

Selient Inc.

Canada

100% Canadian Premier Holdings Ltd.

Application service provider providing loan origination platforms to Canadian credit unions.

               

Separate Account Fund C

CA

100% Transamerica Life Insurance Company

Mutual Fund

               

Seventh FGP LLC

Delaware

100% FGH USA LLC

Real estate

               

Short Hills Management Company

New Jersey

100% AEGON U.S. Holding Corporation

Holding company

               

Southwest Equity Life Insurance Company

Arizona

Voting common stock is allocated 75% of total cumulative vote - AEGON USA, LLC. Participating Common stock (100% owned by non-AEGON shareholders) is allocated 25% of total cumulative vote.

Insurance

               

Stonebridge Benefit Services, Inc.

Delaware

100% Commonwealth General Corporation

Health discount plan

               

Stonebridge Casualty Insurance Company

Ohio

100% AEGON USA, LLC

Insurance company

               

Stonebridge Group, Inc.

Delaware

100% Commonwealth General Corporation

General purpose corporation

               

Stonebridge International Insurance Ltd.

UK

100% Cornerstone International Holdings Ltd.

General insurance company

               

Stonebridge Life Insurance Company

Vermont

100% Commonwealth General Corporation

Insurance company

               

Stonebridge Reinsurance Company

Vermont

100% Stonebridge Life Insurance Company

Captive insurance company

               

TA Air XI, Corp.

Delaware

100% TCFC Air Holdings, Inc.

Special purpose corporation

               

TAH-MCD IV, LLC

Iowa

100% Transamerica Affordable Housing, Inc.

Serve as the general partner for McDonald Corporate Tax Credit Fund IV Limited Partnership

               

TBK Insurance Agency of Ohio, Inc.

Ohio

100% owned by Transamerica Financial Advisors, Inc.;

Variable insurance contract sales in state of Ohio

               

TCF Asset Management Corporation

Colorado

100% TCFC Asset Holdings, Inc.

A depository for foreclosed real and personal property

               

TCFC Air Holdings, Inc.

Delaware

100% Transamerica Commercial Finance Corporation, I

Holding company

               

TCFC Asset Holdings, Inc.

Delaware

100% Transamerica Commercial Finance Corporation, I

Holding company

               

TCFC Employment, Inc.

Delaware

100% Transamerica Commercial Finance Corporation, I

Used for payroll for employees at Transamerica Finance Corporation

               

The AEGON Trust Advisory Board: Patrick J. Baird, Joseph B.M. Streppel, Alexander R. Wynaendts, and Craig D. Vermie

Delaware

AEGON International B.V.

Voting Trust

               

The RCC Group, Inc.

Delaware

100% FGH USA LLC

Real estate

               

TIHI Mexico, S. de R.L. de C.V.

Mexico

95% Transamerica International Holdings, Inc.; 5% Transamerica Life Insurance Company

To render and receive all kind of administrative, accountant, mercantile and financial counsel and assistance to and from any other Mexican or foreign corporation, whether or not this company is a shareholder of them

               

Transamerica Accounts Holding Corporation

Delaware

100% TCFC Asset Holdings, Inc.

Holding company

               

Transamerica Affinity Services, Inc.

Maryland

100% AEGON Direct Marketing Services, Inc.

Marketing company

               

Transamerica Affordable Housing, Inc.

California

100% Transamerica Realty Services, LLC

General partner LHTC Partnership

               

Transamerica Annuity Service Corporation

New Mexico

100% Transamerica International Holdings, Inc.

Performs services required for structured settlements

               

Transamerica Asset Management, Inc.

Florida

Western Reserve Life Assurance Co. of Ohio owns 77%; AUSA Holding Co. owns 23%.

Fund advisor

               

Transamerica Aviation LLC

Delaware

100% TCFC Air Holdings, Inc.

Special purpose corporation

               

Transamerica Capital, Inc.

California

100% AUSA Holding Co.

Broker/Dealer

               

Transamerica Commercial Finance Corporation, I

Delaware

100% Transamerica Finance Corporation

Holding company

               

Transamerica Consultora Y Servicios Limitada

Chile

95% Transamerica Life Insurance Company; 5% Transamerica International Holdings, Inc.

Special purpose limited liability corporation

               

Transamerica Consumer Finance Holding Company

Delaware

100% TCFC Asset Holdings, Inc.

Consumer finance holding company

               

Transamerica Corporation

Delaware

100% The AEGON Trust

Major interest in insurance and finance

               

Transamerica Corporation (Oregon)

Oregon

100% Transamerica Corporation

Holding company

               

Transamerica Direct Marketing Asia Pacific Pty Ltd.

Australia

100% AEGON DMS Holding B.V.

Holding company

               

Transamerica Direct Marketing Consultants, LLC

Maryland

51% Hugh J. McAdorey; 49% AEGON Direct Marketing Services, Inc.

Provide consulting services ancillary to the marketing of insurance products overseas.

               

Transamerica Distribution Finance - Overseas, Inc.

Delaware

100% TCFC Asset Holdings, Inc.

Commercial Finance

               

Transamerica Finance Corporation

Delaware

100% Transamerica Corporation

Commercial & Consumer Lending & equipment leasing

               

Transamerica Financial Advisors, Inc.

Delaware

100% Transamerica International Holdings, Inc.

Broker/dealer

               

Transamerica Financial Life Insurance Company

New York

87.40% AEGON USA, LLC; 12.60% Transamerica Life Insurance Company

Insurance

               

Transamerica Financial Resources Insurance Agency of Alabama, Inc.

Alabama

100% Transamerica Financial Advisors, Inc.

Insurance agent & broker

               

Transamerica Fund Services, Inc.

Florida

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

Mutual fund

               

Transamerica Funding LP

U.K.

99% Transamerica Leasing Holdings, Inc.; 1% Transamerica Commercial Finance Corporation, I

Intermodal leasing

               

Transamerica Holding B.V.

Netherlands

100% AEGON International B.V.

Holding company

               

Transamerica Home Loan

California

100% Transamerica Finance Corporation

Consumer mortgages

               

Transamerica Insurance Marketing Asia Pacific Pty Ltd.

Australia

100% Transamerica Direct Marketing Asia Pacific Pty Ltd.

Insurance intermediary

               

Transamerica International Direct Marketing Consultants, LLC

Maryland

51% Hugh J. McAdorey; 49% AEGON Direct Marketing Services, Inc.

Provide consulting services ancillary to the marketing of insurance products overseas.

               

Transamerica International Holdings, Inc.

Delaware

100% AEGON USA, LLC

Holding company

               

Transamerica International RE (Bermuda) Ltd.

Bermuda

100% AEGON USA, LLC

Reinsurance

               

Transamerica Investment Management, LLC

Delaware

81.75% Transamerica Investment Services, Inc. as Original Member; 18.25% owned by Professional Members (employees of Transamerica Investment Services, Inc.)

Investment advisor

               

Transamerica Investment Services, Inc. (“TISI”)

Delaware

100% Transamerica Corporation

Holding company

               

Transamerica Investors, Inc.

Maryland

100% Transamerica Asset Management, Inc.

Open-end mutual fund

               

Transamerica Leasing Holdings, Inc.

Delaware

100% Transamerica Finance Corporation

Holding company

               

Transamerica Life (Bermuda) Ltd.

Bermuda

100% Transamerica Life Insurance Company

Long-term life insurer in Bermuda - - will primarily write fixed universal life and term insurance

               

Transamerica Life Canada

Canada

AEGON Canada Inc. owns 9,600,000 shares of common stock; AEGON International B.V. owns 3,568,941 shares of common stock and 184,000 shares of Series IV Preferred stock.

Life insurance company

               

Transamerica Life Insurance Company

Iowa

676,190 shares Common Stock owned by Transamerica International Holdings, Inc.; 86,590 shares of Preferred Stock owned by Transamerica Corporation; 30,415 shares of Preferred Stock owned by AEGON USA, LLC

Insurance

               

Transamerica Life Solutions, LLC

Delaware

Investors Warranty of America, Inc. - sole member

Provision of marketing, training, educational, and support services to life insurance professionals relating to the secondary market for life insurance, primarily through its affiliation with LexNet, LP, a life settlements marketplace.

               

Transamerica Minerals Company

California

100% Transamerica Realty Services, LLC

Owner and lessor of oil and gas properties

               

Transamerica Oakmont Corporation

California

100% Transamerica International Holdings, Inc.

General partner retirement properties

               

Transamerica Oakmont Retirement Associates

California

General Partner is Transamerica Oakmont Corporation. 100 units of limited partnership interests widely held by individual investors.

Senior living apartments

               

Transamerica Pacific Insurance Company, Ltd.

Hawaii

100% Transamerica Life Insurance Company

Life insurance

               

Transamerica Pyramid Properties LLC

Iowa

100% Transamerica Life Insurance Company

Realty limited liability company

               

Transamerica Re Consultoria em Seguros e Servicos Ltda

Brazil

95% Transamerica Life Insurance Company; 5% Transamerica International Holdings, Inc.

Insurance and reinsurance consulting

               

Transamerica Realty Investment Properties LLC

Delaware

100% Transamerica Life Insurance Company

Realty limited liability company

               

Transamerica Realty Services, LLC

Delaware

100% AEGON USA Realty Advisors, Inc.

Real estate investments

               

Transamerica Retirement Management, Inc.

Minnesota

100% AEGON Financial Services Group, Inc.

Life Insurance and underwriting services

               

Transamerica Securities Sales Corporation

Maryland

100% Transamerica International Holdings, Inc.

Broker/Dealer

               

Transamerica Small Business Capital, Inc.

Delaware

100% TCFC Asset Holdings, Inc.

Holding company

               

Transamerica Trailer Leasing AG

Switzerland

100% Transamerica Leasing Holdings, Inc.

Leasing

               

Transamerica Trailer Leasing Sp. Z.O.O.

Poland

100% Transamerica Leasing Holdings, Inc.

Leasing

               

Transamerica Vendor Financial Services Corporation

Delaware

100% TCFC Asset Holdings, Inc.

Provides commercial leasing

               

Unicom Administrative Services, Inc.

Pennsylvania

100% Commonwealth General Corporation

Provider of administrative services

               

United Financial Services, Inc.

Maryland

100% AEGON USA, LLC

General agency

               

Universal Benefits Corporation

Iowa

100% AUSA Holding Co.

Third party administrator

               

USA Administration Services, Inc.

Kansas

100% Transamerica Life Insurance Company

Third party administrator

               

Valley Forge Associates, Inc.

Pennsylvania

100% Commonwealth General Corporation

Furniture & equipment lessor

               

Western Reserve Life Assurance Co. of Ohio

Ohio

100% AEGON USA, LLC

Insurance

               

Westport Strategies, LLC

Delaware

AUSA Holding Company - sole Member

Provide administrative and support services, including but not limited to plan consulting, design and administration in connection with retail insurance brokerage business as carried on by producers related to corporate-owned or trust-owned life insurance policies

               

WFG China Holdings, Inc.

Delaware

100% World Financial Group, Inc.

Hold interest in Insurance Agency located in Peoples Republic of China

               

WFG Insurance Agency of Puerto Rico, Inc.

Puerto Rico

100% World Financial Group Insurance Agency, Inc.

Insurance agency

               

WFG Properties Holdings, LLC

Georgia

100% World Financial Group, Inc.

Marketing

               

WFG Property & Casualty Insurance Agency of California, Inc.

California

100% WFG Property & Casualty Insurance Agency, Inc.

Insurance agency

               

WFG Property & Casualty Insurance Agency of Nevada, Inc.

Nevada

100% WFG Property & Casualty Insurance Agency, Inc.

Insurance agency

               

WFG Property & Casualty Insurance Agency, Inc.

Georgia

100% World Financial Group Insurance Agency, Inc.

Insurance agency

               

WFG Reinsurance Limited

Bermuda

100% World Financial Group, Inc.

Reinsurance

               

WFG Securities of Canada, Inc.

Canada

100% World Financial Group Holding Company of Canada, Inc.

Mutual fund dealer

               

World Financial Group Holding Company of Canada Inc.

Canada

100% Transamerica International Holdings, Inc.

Holding company

               

World Financial Group Insurance Agency of Canada Inc.

Ontario

50% World Financial Group Holding Co. of Canada Inc.; 50% World Financial Group Subholding Co. of Canada Inc.

Insurance agency

               

World Financial Group Insurance Agency of Hawaii, Inc.

Hawaii

100% World Financial Group Insurance Agency, Inc.

Insurance agency

               

World Financial Group Insurance Agency of Massachusetts, Inc.

Massachusetts

100% World Financial Group Insurance Agency, Inc.

Insurance agency

               

World Financial Group Insurance Agency of Wyoming, Inc.

Wyoming

100% World Financial Group Insurance Agency, Inc.

Insurance agency

               

World Financial Group Insurance Agency, Inc.

California

100% Western Reserve Life Assurance Co. of Ohio

Insurance agency

               

World Financial Group Subholding Company of Canada Inc.

Canada

100% World Financial Group Holding Company of Canada, Inc.

Holding company

               

World Financial Group, Inc.

Delaware

100% AEGON Asset Management Services, Inc.

Marketing

               

World Group Securities, Inc.

Delaware

100% AEGON Asset Management Services, Inc.

Broker-dealer

               

Zahorik Company, Inc.

California

100% AUSA Holding Co.

Inactive

               

Zero Beta Fund, LLC

Delaware

Members are: Transamerica Life Insurance Company (74.0181%); Monumental Life Insurance Company (23.6720%); Transamerica Financial Life Insurance Company (2.3097%). Manager: AEGON USA Investment Management LLC

Aggregating vehicle formed to hold various fund investments.

               


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 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 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.

(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 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 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. serves as the principal underwriter for:

Transamerica Capital, Inc. serves as the principal underwriter for the Retirement Builder Variable Annuity Account, Separate Account VA A, Separate Account VA B, Separate Account VA C, Separate Account VA D, Separate Account VA E, Separate Account VA F, Separate Account VA I, Separate Account VA J, Separate Account VA K, Separate Account VA L, Separate Account VA P, Separate Account VA Q, Separate Account VA R, Separate Account VA S, Separate Account VA W, Separate Account VA X, Separate Account VA Y; Separate Account VA Z, Separate Account VA EE, Separate Account VA-1, Separate Account VA-2L, Separate Account VA-5, Separate Account VA-6, Separate Account VA-7, Separate Account VA-8, Separate Account Fund B, Separate Account Fund C, Transamerica Corporate Separate Account Sixteen, Separate Account VL A, Separate Account VUL-3 and Separate Account VUL A. These accounts are separate accounts of Transamerica Life Insurance Company.

 

Transamerica Capital, Inc. serves as principal underwriter for Separate Account VA BNY, Separate Account VA GNY, Separate Account VA HNY, Separate Account VA QNY, Separate Account VA WNY, Separate Account VA YNY, TFLIC Separate Account VNY, Separate Account VA-2LNY, TFLIC Separate Account C, Separate Account VA-5NLNY, Separate Account VA-6NY, TFLIC Series Annuity Account and TFLIC Series Life Account. These accounts are separate accounts of Transamerica Financial Life Insurance Company.

 

Transamerica Capital, Inc. serves as principal underwriter for Separate Account VA U, Separate Account VA V, Separate Account VA AA, WRL Series Life Account, WRL Series Life Account G, WRL Series Life Corporate Account, WRL Series Annuity Account and WRL Series Annuity Account B. These accounts are separate accounts of Western Reserve Life Assurance Co. of Ohio.

 

Transamerica Capital, Inc. also serves as principal underwriter for Separate Account VA BB, Separate Account VA CC, Separate Account VA WM, and Separate Account VL E. This account is a separate account of Monumental Life Insurance Company.

 

Transamerica Capital, Inc. also serves as principal underwriter for Merrill Lynch Life Variable Annuity Separate Account, Merrill Lynch Life Variable Annuity Separate Account A, Merrill Lynch Life Variable Annuity Separate Account B, Merrill Lynch Life Variable Annuity Separate Account C, Merrill Lynch Life Variable Annuity Separate Account D, Merrill Lynch Variable Life Separate Account, and Merrill Lynch Life Variable Life Separate Account II. These accounts are separate accounts of Merrill Lynch Life Insurance Company.

 

Transamerica Capital, Inc. also serves as principal underwriter for ML of New York Variable Annuity Separate Account, ML of New York Variable Annuity Separate Account A, ML of New York Variable Annuity Separate Account B, ML of New York Variable Annuity Separate Account C, ML of New York Variable Annuity Separate Account D, ML of New York Variable Life Separate Account, and ML of New York Variable Life Separate Account II. These accounts are separate accounts of ML Life Insurance Company of New York.

 

Transamerica Capital, Inc. also serves as principal underwriter for Transamerica Series Trust, Transamerica Funds and Transamerica Investors, Inc.

(b)     Directors and Officers of Transamerica Capital, Inc.:

 

Name

Principal

Business Address

Position and Offices with Underwriter

John T. Mallett

(1)

Director

Mark W. Mullin

(1)

Director

Lon J. Olejniczak

(1)

Chief Executive Officer and Director

Michael W. Brandsma

(2)

Director, President and Chief Financial Officer

Blake S. Bostwick

(2)

Chief Operations Officer

David R. Paulsen

(2)

Executive Vice President

Michael G. Petko

(2)

Executive Vice President

Anne M. Spaes

(3)

Executive Vice President and Chief Marketing Officer

Courtney John

(2)

Chief Compliance Officer and Vice President

Frank A. Camp

(1)

Secretary

Amy J. Boyle

(4)

Assistant Vice President

John W. Fischer

(4)

Assistant Vice President

Clifton W. Flenniken, III

(5)

Assistant Vice President

Dennis P. Gallagher

(4)

Assistant Vice President

Linda S. Gilmer

(1)

Vice President

Karen D. Heburn

(4)

Vice President

Kyle A. Keelan

(4)

Assistant Vice President

Christy Post-Rissin

(4)

Assistant Vice President

Brenda L. Smith

(4)

Assistant Vice President

Darin D. Smith

(1)

Assistant Vice President

Arthur D. Woods

(4)

Assistant Vice President

Tamara D. Barkdoll

(2)

Assistant Secretary

Erin K. Burke

(1)

Assistant Secretary

Elizabeth Belanger

(6)

Assistant Vice President

Amy Angle

(3)

Assistant Secretary



(1)     4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001
(2)     4600 S Syracuse St, Suite 1100, Denver, CO 80237-2719
(3)     400 West Market Street, Louisville, KY 40202
(4)     570 Carillon Parkway, St. Petersburg, FL 33716
(5)     1111 North Charles Street, Baltimore, MD 21201
(6) 4 Manhattanville Rd, Purchase, NY 10577

(c)     Compensation to Principal Underwriter:

Name of Principal Underwriter

Net Underwriting
Discounts and

Commissions*

Compensation on Events Occasioning the Deduction of A Deferred Sales Load

Brokerage Commissions

Other

Compensation

Transamerica Capital, Inc.

$

0

$47,040,037.55

0



* TCI passes through any commissions paid to it to the selling firms and does not retain any portion of such payments.

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.

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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, WRL Series Life Account, certifies that it meets all of the requirements of this registration statement under rule 485(b) under the Securities Act and has duly caused this Post - Effective Amendment No.6 to its Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the city of St. Petersburg, and State of Florida, on the 20th day of April, 2009.
 

              WRL SERIES LIFE ACCOUNT

          (Registrant)

                                                                                                                           By: /s/ Tim 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 Stonehocker     

                                                                      Tim L. Stonehocker*/, Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 6 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 Stonehocker                                                  Chairman of the Board                           April 20, 2009

Tim L. Stonehocker*/

/s/ Charles T. Boswell                                              Director and Chief Executive Officer         April 20, 2009
Charles T. Boswell */

/s/ Brend K. Clancy                                                 Director and President                             April 20, 2009

Brenda K. Clancy */     

/s/ Eric J. Martin                                                      Vice President and Corporate                   April 20, 2009

Eric J. Martin */     Controller

/s/ John R. Hunter                                                   Director and Chief Financial                      April 20, 2009

John R. Hunter */     Officer     

 
/s/ Arthur C. Schneider                                           Director, Senior Vice President and           April 20, 2009

Arthur C. Schneider */     Chief Tax Officer     

 

/s/ Arthur D. Woods               
Signed by Arthur D. Woods, Esq.

As Attorney in Fact pursuant to the Powers of Attorney filed herewith.


Exhibit Index

Exhibit          Description

No.                 of Exhibit

 

26(h)(xx)   Participation Agreement among AllianceBernstein Variable Products Series Fund, Inc., and Western Reserve dated November 1, 2008

26(h)(xxi)   Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Western Reserve Life Assurance Co. of Ohio and Transamerica Capital, Inc. dated November 10, 2008

26(h)(xxii)     Amendment No. 33 to Participation Agreement between Transamerica Series Trust and Western Reserve dated May 1, 2009

26(h)(xxiii) Amendment to Participation Agreement among AllianceBernstein Variable Products Series Fund, Inc., and Western Reserve dated May 1, 2009

26(h)(xxiv) Amendment No. 1 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Western Reserve Life Assurance Co. of Ohio and Transamerica Capital, Inc. dated May 1, 2009

26(k)          Opinion and Consent of Arthur D. Woods, Esq. as to Legality of 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. Clancy

                 Charles T. Boswell

                 Arthur C. Schneider

                          John R. Hunter

                          Tim L. Stonehocker