485APOS 1 d485apos.htm MONUMENTAL LIFE INSURANCE COMPANY Monumental Life Insurance Company
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2009

Registration No. 333-146328

811-06144

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

                      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [X]

Pre-Effective Amendment No.     

Post-Effective Amendment No. 3

and

                      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          

Amendment No. 27

SEPARATE ACCOUNT VA DD

(Exact Name of Registrant)

MONUMENTAL LIFE INSURANCE COMPANY

(Name of Depositor)

4333 Edgewood Road N.E.

Cedar Rapids, IA 52499-0001

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number: (319) 355-8330

Darin D. Smith, Esq.

Monumental Life Insurance Company

4333 Edgewood Road, N.E.

Cedar Rapids, IA 52499-4240

(Name and Address of Agent for Service)

Copy to:

Michael Berenson, Esquire

Morgan, Lewis & Bockius LLP

1800 M St., N.W.

Washington, D.C. 20036-5869

 

 

 

 


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Title of Securities Being Registered:

Flexible Premium Variable Annuity Policies

It is proposed that this filing will become effective:

 

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

 

  ¨ pursuant to paragraph (b) of Rule 485

 

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

 

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

If appropriate, check the following box:

 

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


Table of Contents

Vanguard® Variable Annuity

> Prospectus

May 1, 2009

LOGO


Table of Contents

PROSPECTUS (Subject to Completion, Issued February 9, 2009)

The information in this Prospectus is not complete and may be changed. This Prospectus is contained in a registration statement filed with the Securities and Exchange Commission and we may not sell these securities until that registration statement is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Vanguard Variable Annuity

Prospectus

May 1, 2009

Issued Through Separate Account VA DD

By Monumental Life Insurance Company

The Vanguard Variable Annuity (the “Contract”) provides a means of investing on a tax-deferred basis in Portfolios of Vanguard Variable Insurance Fund

Money Market Portfolio

Short-Term Investment-Grade Portfolio

Total Bond Market Index Portfolio

High Yield Bond Portfolio

Balanced Portfolio

Equity Income Portfolio

Diversified Value Portfolio

Total Stock Market Index Portfolio

Equity Index Portfolio

Mid-Cap Index Portfolio

Growth Portfolio

Capital Growth Portfolio

Small Company Growth Portfolio

International Portfolio

REIT Index Portfolio

The Contract is intended for retirement savings or other long-term investment purposes. You bear all investment risk (including the possible loss of principal), and investment results are not guaranteed. The Contract provides a Free Look Period of at least 10 days (20 days or more in some instances) during which the Contract may be cancelled.

Why Reading This Prospectus Is Important

This prospectus explains the Vanguard Variable Annuity. Reading the Contract prospectus will help you decide whether the Contract is the right investment for you. The Contract prospectus must be accompanied by a current prospectus for Vanguard Variable Insurance Fund, which discusses in greater depth the objective, risks, and strategies of each Portfolio of Vanguard Variable Insurance Fund. Please read them both carefully before you invest and keep them for future reference. A Statement of Additional Information for the Contract prospectus has been filed with the Securities and Exchange Commission, is incorporated by reference, and is available free by writing to Vanguard Annuity and Insurance Services, P.O. Box 1105, Valley Forge, PA 19482-1105 or by calling 1-800-522-5555 on business days between 8 a.m. and 8 p.m., Eastern time. The Table of Contents for the Statement of Additional Information is included at the end of the Contract prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The Contract is available in all states except New York.

This prospectus does not constitute an offering in any jurisdiction where it would be unlawful to make an offering like this. No one has been authorized to give any information or make any representations about this offering other than those contained in this prospectus. You should not rely on any other information or representations.

 

   Contents
1    Cross Reference to Definitions
2    Summary
6    Fee Table
8    Example
8    The Annuity Contract
9    Annuity Payments
11    Purchase
14    Investment Options
19    Expenses
21    Taxes
23    Access to Your Money
25    Performance
25    Death Benefit
28    Additional Features
32    Other Information
35    Table of Contents of Statement of Additional Information
36    Appendix A (Condensed Financial Information)
38    Appendix B (Vanguard GLWB Rider - Adjusted Partial Withdrawals)


Table of Contents

CROSS REFERENCE TO DEFINITIONS

We have generally defined the technical terms associated with the Contract where they are used in this prospectus. The following list shows where certain of the more technical and more frequently used terms are defined in this prospectus. In the text you can easily locate the defined word because it will appear in bold type or its definition will be covered in a space on the page set aside specifically for discussion of the term.

 

Accumulated Value    14   
Accumulation Phase    9   
Accumulation Unit    14   
Accumulation Unit Value    14   
Adjusted Partial Withdrawal    26   
Annuitant    26   
Annuity Payment Options    9   
Beneficiary(ies)    27   
Business Day    11   
Company    2   
Contract    8   
Contract Date    12   
Contract Owner    28   
Free Look Period    29   
Vanguard GLWB Rider    xx   
Income Date    9   
Income Phase    9   
Initial Premium Payment    11   
Joint Annuitant    27   
Net Premium Payment    12   
Non-Qualified Contract    8   
Portfolios    14   
Premium Tax    12   
Premium Payment    12   
Qualified Contract    12   
Separate Account    2   
Subaccounts    2   
Tax Deferral    21   
Vanguard Variable Insurance Fund    2   

 

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Summary

The sections in this Summary provide you with a concise discussion of the major topics covered in this prospectus. Each section of the Summary is discussed in greater detail in the main body of the prospectus at corresponding section headings. Please read the full prospectus carefully.

THE ANNUITY CONTRACT

The Vanguard Variable Annuity is a flexible-premium variable annuity offered by Monumental Life Insurance Company (the “Company”). The Contract provides a means of investing on a tax-deferred basis in various Subaccounts that invest in the portfolios of Vanguard Variable Insurance Fund (the “Portfolios”).

Who Should Invest

The Contract is intended for long-term investors who want tax-deferred accumulations of funds, generally for retirement but also for other long-term purposes.

The Contract provides benefits in two distinct phases: accumulation and income.

The Accumulation Phase

During the Accumulation Phase, you choose to allocate your investment in the Contract among the various Subaccounts that invest in the Vanguard Portfolios available under the Contract. You can contribute additional dollars to the Contract and you can take withdrawals from the Contract during the Accumulation Phase. The value of your investment depends on the investment performance of the Subaccounts you choose. Your earnings are generally not taxed during this phase unless you withdraw them.

The Income Phase

During the Income Phase, you can receive regular annuity payments on a fixed or variable basis and for various periods of time depending on your need for income and the choices available under the Contract. See Annuity Payments, page 9, for more information about Annuity Payment Options.

Vanguard Variable Insurance Fund

The Subaccounts available for investment under the Contract invest in Portfolios of Vanguard Variable Insurance Fund (the Fund), an open-end investment company. The Fund is a member of The Vanguard Group Inc. (Vanguard), a family of 36 investment companies with more than 150 distinct investment portfolios holding assets in excess of $1.2 trillion.

ANNUITY PAYMENTS

During the Income Phase, you receive regular annuity payments under a wide range of Annuity Payment Options. The Contract allows you to receive an income guaranteed for as long as you live or until the second of two people dies. You may also choose to receive a guaranteed number of payments over a number of years. Most Annuity Payment Options are available on either a variable basis (where the amount of the payment rises or falls depending on the investment performance of the Subaccount you have chosen) or a fixed basis (where the payment amount is guaranteed).

PURCHASE

You can buy the Contract with a minimum investment of $5,000 under most circumstances. You can add $250 or more at any time during the Accumulation Phase. Totals of all Premium Payments that exceed $5,000,000 may require prior approval from the Company.

INVESTMENT OPTIONS

When you purchase the Contract, your Premium Payments are deposited into the Separate Account VA DD (the Separate Account). The Separate Account contains a number of subaccounts that invest exclusively in shares of the Portfolios of the Vanguard Variable Insurance Fund (the Subaccounts). The investment performance of each Subaccount is linked directly to the investment performance of one of the Portfolios. Assets in the Separate Account belong to the Company, but are accounted for separately from the Company’s other assets and can be used only to satisfy its obligations to the Contract Owners.

You can allocate your Premium Payments to one or more Subaccounts that invest exclusively in shares of the following Portfolios described in the Fund prospectus:

 

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Managed by Vanguard’s Fixed Income Group

Money Market Portfolio

Short-Term Investment-Grade Portfolio

Total Bond Market Index Portfolio

Managed by Vanguard’s Quantitative Equity Group

Equity Index Portfolio

Mid-Cap Index Portfolio

REIT Index Portfolio

Managed by Wellington Management Company, LLP

High Yield Bond Portfolio

Balanced Portfolio

Managed by Wellington Company, LLP and Vanguard’s Quantitative Equity Group

Equity Income Portfolio

Managed by Barrow, Hanley, Mewhinney & Strauss, Inc.

Diversified Value Portfolio

Managed by AllianceBernstein L.P. and William Blair & Company, L.L.C.

Growth Portfolio

Managed by PRIMECAP Management Company Capital

Growth Portfolio

Managed by Granahan Investment Management, Inc. and Vanguard’s Quantitative Equity Group

Small Company Growth Portfolio

Managed by Schroder Investment Management North America Inc., Baillie Gifford Overseas Ltd and M&G Investment Management Limited

International Portfolio

The Total Stock Market Index Portfolio receives advisory services indirectly by investing in another Vanguard fund and the Equity Index Portfolio and Extended Market Index Fund.

Each Portfolio’s board of trustees may, without prior approval from Contract Owners, change the terms of an advisory agreement or hire a new investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in a Portfolio’s advisory arrangements will be communicated to Contract Owners in writing. In addition, as each Portfolio’s sponsor and overall manager, Vanguard may provide investment advisory services to a Portfolio, on an at-cost basis, at any time. Vanguard may also recommend to each Portfolio’s board of trustees that an advisor be hired, terminated or replaced, or that the terms of an existing investment advisor agreement be revised.

We have developed this variable annuity product in cooperation with Vanguard and its affiliates, and have included Vanguard’s selection of diverse Portfolios.

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

In making your investment selections, we encourage you to thoroughly investigate all of the information regarding the Portfolios that is available to you, including each Portfolio’s prospectus, statement of additional information and annual and semi/annual reports. Other sources such as www.vanguard.com or newspapers and financial and other magazines provide more current information. After you select the Portfolios for your initial premium allocation, you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.

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

You can make or lose money in any of the Subaccounts that invest in these Portfolios depending on their investment performance.

 

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EXPENSES

There are no sales charges or sales loads associated with the Contract.

The Company will deduct a daily charge corresponding to an annual charge of 0.10% of the net asset value of the Separate Account as an Administrative Expense Charge and a daily charge corresponding to an annual charge of 0.20% for the mortality and expense risks assumed by the Company (a lower rate may be assessed for certain periods). Depending on the death benefit you select there may be an additional quarterly mortality and expense risk charge corresponding to an additional annual charge of 0.05%, or 0.12%. For Contracts valued at less than $25,000, there is also a $25 Annual Contract Maintenance Fee.

You will also pay Fund Operating Expenses, which currently range from 0.14% to 0.45% annually of the average daily value of the Portfolios.

If you elect the Vanguard GLWB Rider, then there is an annual rider fee during the accumulation phase of ____% for the Single Life option and ____% for the Joint Life option of the total withdrawal base on each rider anniversary.

TAXES

In general, you are not taxed on earnings on your investment in the Contract until you withdraw them or receive Annuity Payments. Earnings are taxed as ordinary income. During the Accumulation Phase, for tax purposes withdrawals are taken from earnings first, then from your investment in the Contract. If you receive money from the Contract before age 59 1/2, you may have to pay a 10% federal penalty tax on the earnings portion received. During the Income Phase, payments come partially from earnings, partially from your investment. You are taxed only on the earnings portion of each Annuity Payment.

ACCESS TO YOUR MONEY

You can take money out of your Contract at any time during the Accumulation Phase after the Free Look Period without incurring a withdrawal charge. Each withdrawal you make must be at least $250. In the absence of specific directions from the contract owner, all deductions will be made from all funded Subaccounts on a pro rata basis. You may have to pay income tax and a tax penalty on any money you take out.

PERFORMANCE

The investment performance of the Subaccounts you choose directly affects the value of your Contract. You bear all investment risk (including the possible loss of principal), and investment results are not guaranteed.

From time to time, the Company may advertise the investment performance of the Subaccounts. In doing so, it will use standardized methods prescribed by the Securities and Exchange Commission (“SEC”), as well as certain non-standardized methods.

Past performance does not indicate or predict future performance.

DEATH BENEFIT

If the Annuitant dies during the Accumulation Phase, the Beneficiary will receive the Death Benefit. The Death Benefit is the then-current Accumulated Value of the Contract on the date the Company receives Due Proof of Death and all Company forms, fully completed. However, for an additional charge, there are two optional Death Benefit Riders available that you can select at the time of purchase (see Death Benefit, page 25). The Death Benefit will be calculated on the date the Company receives Due Proof of Death and all Company forms, fully completed. The Contract is a variable annuity and if applicable, the Death Benefit is subject to market risk until all Beneficiaries have made claim. The Beneficiary may elect to receive these amounts as a lump sum or as Annuity Payments.

ADDITIONAL FEATURES

Vanguard GLWB Rider

You may elect to purchase the optional Vanguard Guaranteed Lifetime Withdrawal Benefit (“GLWB”) Rider which provides you with a guaranteed lifetime withdrawal benefit for amounts you have invested in certain designated investment options available under the Contract. The rider is available during the accumulation phase, and only the designated investment options will be considered in determining the total withdrawal base for the guaranteed lifetime withdrawal benefit provided under the rider. The tax rules for qualified contracts may limit the value of this rider. Please consult a qualified tax advisor before electing the Vanguard GLWB Rider for a qualified contract. There is an extra charge for this rider.

OTHER INFORMATION

Free Look Period

The Contract provides for a Free Look Period of at least 10 days after the Contract Owner receives the Contract (20 or more days in some instances as specified in your Contract) plus 5 days for mailing.

MONUMENTAL LIFE INSURANCE COMPANY

Monumental Life Insurance Company is a life insurance company incorporated under Iowa law. It is principally engaged in offering life insurance and annuity contracts.

Separate Account VA DD

The Separate Account VA DD (the “Separate Account”) is a unit investment trust registered with the SEC and operating under Iowa law. The Separate Account has various Subaccounts, each of which invests solely in a corresponding Portfolio of the Fund.

Other topics

Additional information on the topics summarized above and on other topics not summarized here can be found at Other Information, page 28.

 

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INQUIRIES AND CONTRACT AND POLICYHOLDER INFORMATION

For more information about the Vanguard Variable Annuity, call 1-800-522-5555 or write:

 

Regular Mail:    Overnight or Certified Mail:
Vanguard Annuity and Insurance Services    Vanguard Annuity and Insurance Services
P.O. Box 1105    455 Devon Park Drive
Valley Forge, PA 19482-1105    Wayne, PA 19087-1815

If you have questions about your Contract, please telephone Vanguard Annuity and Insurance Services at 1-800-462-2391. Please have ready the Contract number and the Contract Owner’s name, address, last four digits of the Social Security number, and Zip Code when you call. As Contract Owner, you will receive periodic statements confirming any transactions that take place as well as quarterly statements and an annual report.

 

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Fee Table

The following Fee Table illustrates all expenses that you would incur as a Contract Owner. The purpose of this Fee Table is to assist you in understanding the various costs and expenses that you would pay directly or indirectly as a purchaser of the Contract. The first table describes the fees and expenses that you will pay at the time you purchase the Contract, surrender the Contract, or transfer cash value between investment options. State premium taxes may also be deducted. For a complete discussion of Contract cost and expenses, see Expenses, page 19.

 

Owner Transaction Expenses

    

Sales Load Imposed on Purchases

     None

Surrender Fees

     None

Exchange Fees

     None

Annual Contract Maintenance Fee1

   $ 25

 

1

Applies to Contracts valued at less than 25,000 at the time of initial purchase and each year thereafter if the Accumulated Value remains below 25,000.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including the investment portfolios’ fees and expenses.

 

ANNUAL SEPARATE ACCOUNT EXPENSES2 (as a percentage of average account value)

      
Accumulated Value Death Benefit Option   

Mortality and Expense Risk Charge3,4

   0.20 %

Administrative Expense Charge

   0.10  
      

Total Annual Separate Account Expenses

   0.30 %
Return of Premium Death Benefit Option   

Mortality and Expense Risk Charge3,5

   0.25 %

Administrative Expense Charge

   0.10  
      

Total Annual Separate Account Expenses

   0.35 %
Annual Step-Up Death Benefit Option   

Mortality and Expense Risk Charge3,6

   0.32 %

Administrative Expense Charge

   0.10  
      

Total Annual Separate Account Expenses

   0.42 %

OPTIONAL RIDER FEES7

      
Vanguard GLWB Rider (annual charge - a % of Total Withdrawal Base)8   

Single Life Option

   ____ %

Joint Life Option

   ____ %

 

2

See Expenses, page 19 for more information.

3

The mortality and expense risk charge will not be greater than 0.20% (as shown in the table); however, the fee may be assessed at a lower rate for certain periods at our discretion.

4

Currently, the daily mortality and expense risk charge will be assessed at a rate corresponding to an annual charge of 0.195%.

5

This figure includes a daily charge corresponding to an annual charge of 0.20% (a lower rate may be assessed for certain periods) and quarterly charge corresponding to an additional annual charge of 0.05%. Currently, the corresponding aggregate annual charge is 0.245% (0.195% + 0.05%).

6

This figure includes a daily charge corresponding to an annual charge of 0.20% (a lower rate may be assessed for certain periods) and quarterly charge corresponding to an additional annual charge of 0.12%. Currently, the corresponding aggregate annual charge is 0.315% (0.195% + 0.12%).

7

In some cases, riders that provide optional benefits are available under the Contract. There may be additional fees (each year) for those riders.

8

The annual fee is a percentage of the total withdrawal base. The total withdrawal base on the date the rider takes effect (“rider date”) is the accumulated value in the designated investment options. During any rider year, the total withdrawal base is equal to the total withdrawal base on the rider date or on the most recent rider anniversary, plus subsequent premium payments to or transfers into the designated investment options under the rider, less any total withdrawal base adjustments. On the rider anniversary the total withdrawal base can step up to the accumulated value in the designated investment options if it is greater than the current total withdrawal base.

The annual rider fee percentages are ____% (single life option) and ____% (joint life option). If any premium additions or transfers are made into the designated investment options under the rider, then a new rider fee percentage may apply to such premium additions or transfers. Thereafter, if a new fee applies the total rider fee will be adjusted to reflect the weighted average of the initial rider fee percentage and the rider fee percentage associated with the additional premium and/or transfers to the designated investment options under the rider.

The next item shows the minimum and maximum total operating expenses charged by the investment Portfolios that you may pay periodically during the time that you own the Contract. More detail concerning each investment Portfolio’s fees and expenses is contained in the prospectus for the Fund.

TOTAL FUND OPERATING EXPENSES1

 

     Minimum    Maximum

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

     

 

1

The fee table information relating to the underlying fund portfolios is for the year ending December 31, 2008 (unless otherwise noted) and was provided to the Company by the underlying fund portfolios, their investment advisors or managers, and the Company has not and cannot independently verify the accuracy or completeness of such information. Actual future expenses of the portfolios may be greater or less than those shown in the table.

 

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ANNUAL FUND OPERATING EXPENSES during the fiscal year ended December 31, 2008

 

     Money
Market
Portfolio
    Short-
Term
Investment-
Grade
Portfolio
    Total
Bond
Market
Index
Portfolio
    High
Yield
Bond
Portfolio
    Balanced
Portfolio
    Equity
Income
Portfolio
    Diversified
Value
Portfolio
    Total
Stock Market
Index
Portfolio
 

Management Expenses

   0.12 %   0.11 %   0.13 %   0.20 %   0.21 %   0.26 %   0.37 %   0.12 %

12b-1 Distribution Fees

   None     None     None     None     None     None     None     None  
                                                

Total Other Expenses

   0.03     0.04     0.03     0.04     0.03     0.03     0.03     0.04 1
                                                

Total Fund Operating Expenses

   0.15 %   0.15 %   0.16 %   0.24 %   0.24 %   0.29 %   0.40 %   0.16 %2

ANNUAL FUND OPERATING EXPENSES during the fiscal year ended December 31, 2008

 

     Equity
Index
Portfolio
    Mid-Cap
Index
Portfolio
    Growth
Portfolio
    Capital
Growth
Portfolio
    Small
Company
Growth
Portfolio
    International
Portfolio
    REIT
Index
Portfolio
 

Management & Administrative Expenses

   0.11 %   0.20 %   0.33 %   0.39 %   0.32 %   0.40 %   0.26 %

12b-1 Distribution Fees

   None     None     None     None     None     None     None  
                                          

Total Other Expenses

   0.03     0.04     0.03     0.03     0.04     0.05     0.04  
                                          

Total Fund Operating Expenses

   0.14 %   0.24 %   0.36 %   0.42 %   0.36 %   0.45 %   0.30 %

 

1

Although the Portfolio is not expected to incur any net expenses directly, the Portfolio’s contract holders indirectly bear the expenses of the underlying Vanguard funds (the Acquired Funds) in which the Portfolio invests. This figure includes transaction costs (i.e., purchase and redemption fees), if any, imposed on the Portfolio by the Acquired Funds, during the Portfolio’s fiscal year ended December 31, 2008. See the Vanguard Variable Insurance Fund Prospectus.

2

The Total Annual Portfolio Operating Expenses shown in this table do not correlate to the expense ratios shown in the Financial Highlights table of the Vanguard Variable Insurance Fund Prospectus because that ratio does not include the Acquired Funds’ Fees and Expenses.

 

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Example

The following Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract owner transaction expenses, Separate Account annual expenses, and Portfolio fees and expenses.1

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The Example also assumes that your investment has a 5% annual rate of return each year, the highest fees and expenses of any of the Portfolios for the year ended December 31, 2008, and the Contract with the combination of available optional features or riders with the highest fees and expenses, including the Vanguard GLWB Rider (Joint Life) and the Accumulated Value Death Benefit Option, the Return of Premium Death Benefit Option, and the Annual Step-Up Death Benefit option respectively. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     1 Year    3 Years    5 Years    10 Years

If the Contract is annuitized or if you surrender the Contract at the end of the applicable time period (with Vanguard GLWB Rider (Joint Life))

           

•      Accumulated Value Death Benefit Option (0.30%)

           

•      Return of Premium Death Benefit Option (0.35%)

           

•      Annual Step-Up Death Benefit Option (0.42%)

           

 

1

The Example does not reflect premium tax charges. Different fees and expenses not reflected in the Example may be assessed during the income phase of the Contract.

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

For information concerning the compensation and expenses paid for the sale of the Contracts, see “Distributor of the Contracts.”

CONDENSED FINANCIAL INFORMATION

Please note that the Appendix contains a history of accumulation unit values in a table labeled “Condensed Financial Information.”

Automated Quotes

The Vanguard Tele-Account Service provides access to Accumulation Unit Values (to six decimal places) and total returns for all Portfolios, and yield information for the Money Market, Total Bond Market Index, High Yield Bond, and Short-Term Investment-Grade Portfolios of the Fund. Contract Owners may use this service for 24-hour access to Portfolio information. To access the service you may call Tele-Account at 1-800-662-6273 (ON-BOARD) and follow the step-by-step instructions, or speak with a Vanguard Annuity and Insurance Services associate at 1-800-522-5555 to request a brochure that explains how to use the service.

Vanguard’s website also has Accumulation Unit Values (to six decimal places) for all Subaccounts. This service can be accessed from www.vanguard.com.

Accessing Your Contract on the Web

You may access information and manage your annuity on www.vanguard.com. This convenient service, available 24-hours a day, allows you to check your annuity balances, your Portfolio holdings, and make exchanges between Portfolios at any time. (Note: exchange requests received prior to the close of regular trading on the New York Stock Exchange—generally 4 p.m., Eastern time—will be processed as of the close of business on that same day. Requests received after the close of regular trading will be processed the next Business Day).

In order to access your annuity on the web, you must be a registered user of Vanguard.com. You can simply log on to Vanguard.com to register, or speak with a Vanguard Annuity and Insurance Services associate at 1-800-522-5555 for assistance.

The Annuity Contract

The Vanguard Variable Annuity is a flexible-premium variable annuity offered by Monumental Life Insurance Company (the “Company”). The Contract provides a means of investing on a tax-deferred basis in Subacounts that invest in various portfolios (the “Portfolios”) offered by Vanguard Variable Insurance Fund. You may purchase a Contract using after-tax dollars (a Non-Qualified Contract), or you may purchase a Qualified Contract by “rolling over” funds from another individual retirement annuity or from a qualified plan.

Who Should Invest

The Contract is intended for long-term investors who want tax-deferred accumulation of funds, generally for retirement but also for other long-term investment purposes. The tax-deferred feature of the Contract is most attractive to investors in high federal and state marginal tax brackets who have exhausted other avenues of tax deferral, such as pre-tax contributions to employer-sponsored retirement or savings plans. The tax-deferred feature of the Contract is unnecessary when the Contract is purchased to fund a qualified plan.

About the Contract

The Vanguard Variable Annuity is a contract between you, the Contract Owner, and the Company, the issuer of the Contract.

The Contract provides benefits in two distinct phases: accumulation and income.

 

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Accumulation Phase

The Accumulation Phase starts when you purchase your Contract and ends immediately before the Income Date, when the Income Phase starts. During the Accumulation Phase, you choose to allocate your investment in the Contract among the various available Subaccounts. The Contract is a variable annuity because the value of your investment in the Subaccounts can go up or down depending on the investment performance of the Subaccounts you choose. The Contract is a flexible-premium annuity because you can make additional investments of at least $250 until the Income Phase begins. During this phase, you are generally not taxed on earnings from amounts invested unless you withdraw them.

Other benefits available during the Accumulation Phase include the ability to:

 

 

Make transfers among your Subaccount choices (“exchanges”) at no charge and without current tax consequences. (See Exchanges Among the Subaccounts, page 16.)

 

 

Withdraw all or part of your money with no surrender penalty charged by the Company, although you may incur income taxes and a 10% penalty tax prior to age 59 1/2. (See Full and Partial Withdrawals, page 23.)

Income Phase

During the Income Phase, you receive regular annuity payments. The amount of these payments is based in part on the amount of money accumulated under your Contract (its Accumulated Value) and the Annuity Payment Option you select. The Annuity Payment Options are explained at Annuity Payments, below.

At your election, payments can be either variable or fixed. If variable, the payments rise or fall depending on the investment performance of the Subaccounts you choose. If fixed, the payment amounts are guaranteed.

Annuity payments are available in a wide variety of options, including payments over a specified period or for life (for either a single life or joint lives), with or without a guaranteed number of payments.

The Separate Account

When you purchase a Contract, your money is deposited into the Company’s Separate Account VA DD (the “Separate Account”). The Separate Account contains a number of Subaccounts that invest exclusively in shares of the corresponding Portfolios. The investment performance of each Subaccount is linked directly to the investment performance of one of the Portfolios. Assets in the Separate Account belong to the Company but are accounted for separately from the Company’s other assets and can be used only to satisfy its obligations to Contract Owners.

Vanguard Variable Insurance Fund

The Subaccounts available for investment under the Contract invest in the Portfolios of Vanguard Variable Insurance Fund, an open-end investment company intended exclusively as an investment vehicle for variable annuity and variable life insurance contracts offered by insurance companies. The Fund is a member of Vanguard, a family of 36 investment companies with more than 150 distinct investment portfolios holding assets in excess of $1.2 trillion. Through their jointly owned subsidiary, Vanguard, Vanguard Variable Insurance Fund and the other funds in the group obtain at cost virtually all of their corporate management, administrative, shareholder accounting, and distribution services.

Annuity Payments

During the Income Phase, you receive regular annuity payments under a wide range of Annuity Payment Options.

Starting the Income Phase

As Contract Owner, you exercise control over when the Income Phase begins. The Income Date is the date on which annuity payments begin and is always the first day of the month you specify. You may also change the Income Date at any time in writing, as long as the Annuitant or Joint Annuitant is living and the Company receives the request at least 30 days before the then-scheduled Income Date. Any Income Date you request must be at least 30 days from the day the Company receives written notice. The latest possible Income Date the Company will accept without prior approval is the first day of the month after the Annuitant’s 95th birthday.

The Income Date for Qualified Contracts may also be controlled by endorsements, the plan, or applicable law.

Annuity Payment Options

The income you take from the Contract during the Income Phase can take several different forms, depending on your particular needs. Except for the Period Certain Annuity Option listed below, the Annuity Payment Options listed below are available on either a variable basis or a fixed basis. Other Annuity Payment Options may be available.

If available on a variable basis, the Annuity Payment Options provide payments that, after the initial payment, will go up or down depending on the investment performance of the Subaccounts you choose.

 

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If available on a fixed basis, the Annuity Payment Options provide payments in an amount that does not change. If you choose a fixed Annuity Payment Option, the Company will move your investment out of the Subaccounts and into the general account of the Company.

 

 

Life Annuity—Monthly Annuity Payments are paid for the life of an Annuitant, ending with the last payment before the Annuitant dies.

 

 

Joint and Last Survivor Annuity—Monthly Annuity Payments are paid for as long as at least one of two named Annuitants is living, ending with the last payment before the surviving Annuitant dies. This option is also available as a 50% or 75% Last Survivor Annuity.

 

 

Life Annuity With Period Certain—Monthly Annuity Payments are paid for as long as the Annuitant lives, with payments guaranteed to be made for a period of between 10 and 30 years, as elected. If the Annuitant dies before the period certain ends, the Company will make any remaining payments to the Beneficiary.

 

 

Period Certain Annuity—Available only on a fixed basis. Monthly Annuity Payments are paid for a specified period, which may be from 10 to 30 years. For Qualified contracts, the specified period may not extend beyond the life expectancy of the annuitant or joint annuitant. If the Annuitant dies before the Period Certain ends, the Company will make any remaining payments to the Beneficiary.

Calculating Annuity Payments

Fixed Annuity Payments. Each fixed Annuity Payment is guaranteed to be at least the amount shown in the Contract’s Annuity Tables corresponding to the Annuity Payment Option selected.

Variable Annuity Payments. To calculate variable Annuity Payments, the Company determines the amount of the first variable Annuity Payment. The first variable Annuity Payment will equal the amount shown in the applicable Annuity Table in the Contract. This amount depends on the Accumulated Value of your Contract on the Income Date, the sex and age of the Annuitant (and Joint Annuitant where there is one), the Annuity Payment Option selected, and any applicable Premium Taxes. Subsequent variable Annuity Payments depend on the investment experience of the Subaccounts chosen. If the actual net investment experience of the Subaccounts chosen exactly equals the Assumed Interest Rate (AIR) of 4%, then the variable Annuity Payments will not change in amount. If the actual net investment experience of the Subaccounts chosen is greater than the AIR of 4%, then the variable Annuity Payments will increase. On the other hand, they will decrease if the actual experience is lower. The Statement of Additional Information contains a more detailed description of the method of calculating variable Annuity Payments.

Impact of Annuitant’s Age on Annuity Payments. For either fixed or variable Annuity Payments involving life income, the actual ages of the Annuitant and Joint Annuitant will affect the amount of each payment. Since payments based on the lives of older Annuitants and Joint Annuitants are expected to be fewer in number, the amount of each Annuity Payment will be greater.

Impact of Annuitant’s Sex on Annuity Payments. For either fixed or variable Annuity Payments involving life income, the sex of the Annuitant and Joint Annuitant will affect the amount of each payment. Since payments based on the lives of male Annuitants and Joint Annuitants are expected to be fewer in number, in most states the amount of each Annuity Payment will be greater than for female Annuitants and Joint Annuitants.

Impact of Length of Payment Periods on Annuity Payments. The value of all payments, both fixed and variable, will be greater for shorter guaranteed periods than for longer guaranteed periods, and greater for single-life annuities than for joint and survivor annuities, because they are expected to be made for a shorter period.

 

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A FEW THINGS TO KEEP IN MIND REGARDING

Annuity Payments

 

   

If an Annuity Payment Option is not selected, the Company will assume that you chose the Life Annuity With Period Certain option (with 10 years of payments guaranteed) on a variable basis.

 

   

The minimum payment is $100 ($20 for Contracts issued to South Carolina, Texas, and Massachusetts residents). If on the Income Date your Accumulated Value is below $5,000 (or $2,000 for Contracts issued to South Carolina, Texas, and Massachusetts residents), the Company reserves the right to pay that amount to you in a lump sum.

 

   

From time to time, the Company may require proof that the Annuitant, Joint Annuitant, or Contract Owner is living.

 

   

If someone has assigned ownership of a Contract to you, or if a non-natural person (e.g., a corporation) owns a Contract, you may not start the Income Phase of the Contract without the Company’s consent.

 

   

At the time the Company calculates your fixed Annuity Payments, the Company may offer more favorable rates than those guaranteed in the Annuity Tables found in the Contract.

 

   

Once Annuity Payments begin, you may not select a different Annuity Payment Option. Nor may you cancel an Annuity Payment Option after Annuity Payments have begun.

 

   

If you have selected a variable Annuity Payment Option, you may change the Subaccounts funding the variable Annuity Payments by written request or by calling Vanguard Annuity and Insurance Services at 1-800-462-2391. However, because excessive exchanges can potentially disrupt the management of the Portfolios and increase transaction costs, exchange activity is limited to two substantive round trips through the Portfolios (except the Money Market Portfolio) during any 12-month period. This covers transactions accomplished by any combination of methods, including transactions conducted by check, wire, or exchange to or from another Vanguard fund. “Substantive” means a dollar amount that Vanguard determines, in its sole discretion, could adversely affect the management of the Fund.

 

   

You may select an Annuity Payment Option and allocate a portion of the value of your Contract to a fixed version of that Annuity Payment Option and a portion to a variable version of that Annuity Payment Option (assuming the Annuity Payment Option is available on both a fixed and variable basis). You may not select more than one Annuity Payment Option.

 

   

If you choose an Annuity Payment Option and the postal or other delivery service is unable to deliver checks to the Payee’s address of record, no interest will accrue on amounts represented by uncashed Annuity Payment checks. It is the Payee’s responsibility to keep the Company informed of the Payee’s most current address of record.

 

   

The Vanguard GLWB Rider terminates when annuity payments begin.

Purchase

Client Information Form and Issuance of Contracts

Contract Issuance. To invest in the Vanguard Variable Annuity, you should send a completed Client Information Form, Assessment and Disclosure form, and your Initial Premium Payment to Vanguard Annuity and Insurance Services. Depending on the Death Benefit option selected, there may be limitations on the age of the Annuitant (See Death Benefit, page 25).

If the Client Information Form is received in good order, the Company will issue the Contract and will credit the Initial Premium Payment within two Business Days after receipt. A Business Day is any day that the New York Stock Exchange is open for trading.

If the Company cannot credit the Initial Premium Payment because the Client Information Form is incomplete, the Company will contact the applicant in writing, explain the reason for the delay, and refund the Initial Premium Payment within five Business Days unless the client consents to the Company’s retaining the Initial Premium Payment and crediting it as soon as the necessary requirements are fulfilled.

In order to prevent lengthy processing delays caused by the clearing of foreign checks, the Company will accept only those foreign checks that are drawn in U.S. dollars and are issued by a foreign bank with a U.S. correspondent bank.

You may purchase a Qualified Contract only in connection with a “rollover” of funds from another qualified plan or individual retirement annuity. Qualified Contracts contain certain other restrictive provisions limiting the timing of payments to and distributions from the Qualified Contract. No additional Premium Payments to your Qualified Contract will be accepted, unless the additional premium payment is funded by another qualified plan. (See QUALIFIED INDIVIDUAL RETIREMENT ANNUITIES, page 23.)

 

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DEFINITION

Qualified Contract

When the term “Qualified Contract” is used in this prospectus we generally mean a Contract that qualifies as an individual retirement annuity under Section 408(b) of the Internal Revenue Code; there are other types of qualified annuity contracts defined under different Internal Revenue Code sections.

Premium Payments

A Premium Payment is any amount you use to buy or add to the Contract. A Premium Payment may be reduced by any applicable Premium Tax or an initial Annual Contract Maintenance Fee. In that case, the resulting amount is called a Net Premium Payment.

A FEW THINGS TO KEEP IN MIND REGARDING

Premium Payments

 

   

The minimum Initial Premium Payment for a Contract is $5,000.

 

   

The Company will not accept third-party checks, Travelers checks, or money orders for Premium Payments.

 

   

You may make additional Premium Payments at any time during the Accumulation Phase and while the Annuitant or Joint Annuitant, if applicable, is living. Additional Premium Payments must be at least $250.

 

   

Additional Premium Payments received before the close of the New York Stock Exchange (usually 4 p.m., Eastern time) are credited to the Contract’s Accumulated Value as of the close of business that same day.

 

   

The minimum amount that you can allocate to any one Subaccount is $1,000.

 

   

Totals of all Premium Payments that exceed $5,000,000 may require prior approval from the Company.

 

   

The Company reserves the right to reject any application or Premium Payment.

The date on which the Initial Premium Payment is credited and the Contract is issued is called the Contract Date.

DEFINITION

Premium Tax

A Premium Tax is a regulatory tax some states assess on the Premium Payments made into a Contract. If the Company should have to pay any Premium Tax, it may be deducted from each Premium Payment or from the Accumulated Value as the Company incurs the tax.

As of the date of this Prospectus, the following states, assess a Premium Tax on all Initial and subsequent Premium Payments:

 

     Qualified     Non-Qualified  

Maine

   0.00 %   2.00 %

South Dakota

   0.00     1.25  

Wyoming

   0.00     1.00  

As of the date of this Prospectus, the following states assess a Premium Tax against the Accumulated Value if the Contract Owner chooses an Annuity Payment Option instead of receiving a lump sum distribution:

 

     Qualified     Non-Qualified  

California

   0.50 %   2.35 %

Nevada

   0.00     3.50  

West Virginia

   1.00     1.00  

 

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Purchasing by Wire  
Money should be wired to:   WACHOVIA
  ABA 031201467
  DEPOSIT ACCOUNT NUMBER 2014126521732
  MONUMENTAL LIFE INSURANCE COMPANY and
  THE VANGUARD GROUP, INC.
  [YOUR CONTRACT NUMBER]
  [YOUR NAME]

Please call 1-800-462-2391 before wiring.

Please be sure your bank includes your Contract number to assure proper credit to your Contract.

If you would like to wire your Initial Premium Payment, you should complete the Vanguard Variable Annuity Client Information Form and mail it to Vanguard Annuity and Insurance Services, P.O. Box 1105, Valley Forge, PA 19482-1105, prior to completing wire arrangements.

The Company will accept Federal Funds wire purchase orders only when the New York Stock Exchange and banks are open for business. A purchase payment received before the close of regular trading on the New York Stock Exchange (generally 4 p.m., Eastern time) will have a trade date of the same day, and purchase payments received after that time will have a trade date of the first business day following the date of receipt.

Annuity ExpressTM

The Annuity Express service allows you to make additional Premium Payments by transferring funds automatically from your checking or statement savings account (not passbook savings account) to one or more Subaccounts on a monthly, quarterly, semi-annual, or annual basis. You may add to existing Subaccounts provided you have a minimum balance of $1,000. The minimum automatic purchase is $50; the maximum is $100,000.

Section 1035 Exchanges

Under Section 1035 of the Internal Revenue Code, you may exchange the assets of an existing non-qualified annuity contract or life insurance or endowment policy to the Vanguard Variable Annuity without any current tax consequences. To make a “1035 Exchange,” complete a 1035 Exchange form and mail it along with your signed and completed Client Information Form and your current contract, to Vanguard Annuity and Insurance Services.

To accommodate owners of Vanguard Variable Annuities, under certain conditions the Company will allow for the consolidation of two or more Vanguard Variable Annuities into the newest Contract. In order to provide Contract Owners with consolidated account reporting, the Company will accept these exchanges on a case-by-case basis. If applicable, you will be responsible for only one Annual Contract Maintenance Fee. Under no circumstances will the Company allow the exchange of an existing Vanguard Variable Annuity for an identical new Vanguard Variable Annuity.

Because special rules and procedures apply to 1035 Exchanges, particularly if the Contract being exchanged was issued prior to August 14, 1982, you should consult a tax adviser before making a 1035 Exchange.

Please note that any outstanding loans you may have on a contract you wish to exchange may create a current tax consequence. For this reason we encourage you to settle any outstanding loans with your current insurance company before initiating a 1035 Exchange into a Vanguard Variable Annuity.

Allocation of Premium Payments

You specify on the Client Information Form what portion of your Premium Payments you want to be allocated among which Subaccounts. You may allocate your Premium Payments to one or more Subaccounts. All allocations you make must be in whole-number percentages and a minimum of $1,000. Your Initial Net Premium Payment will be immediately allocated among the Subaccounts in the percentages you specified on your Client Information Form without waiting for the Free Look Period to pass.

Should your investment goals change, you may change the allocation percentages for additional Net Premium Payments by sending written notice to Vanguard Annuity and Insurance Services. The change will take effect on the date the Company receives your written notice. You may establish the telephone privilege by completing the appropriate section of the Client Information Form, or by sending a letter authorizing the Company to take instructions by telephone. See Telephone and Online Privilege, page 19.

 

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WHAT’S MY CONTRACT WORTH TODAY?

Accumulated Value

The Accumulated Value of your Contract is the value of all amounts accumulated under the Contract during the Accumulation Phase (similar to the current market value of a mutual fund account). When the Contract is opened, the Accumulated Value is equal to your initial Net Premium Payment. On any Business Day thereafter, the Accumulated Value equals the Accumulated Value from the previous Business Day; plus:

 

   

Any additional Net Premium Payments credited.

 

   

Any increase in the Accumulated Value due to investment results of the Subaccount(s) you selected.

minus:

 

   

Any decrease in the Accumulated Value due to investment results of the Subaccount(s) you selected.

 

   

The daily Mortality and Expense Risk Charge.

 

   

The daily Administrative Expense Charge.

 

   

The Annual Contract Maintenance Fee, if applicable.

 

   

Any optional death benefit charge, if applicable.

 

   

Any Vanguard GLWB Rider charge, if applicable.

 

   

Any withdrawals.

 

   

Any Premium Taxes that occur during the Valuation Period.

The Valuation Period is any period between two successive Business Days beginning at the close of business of the first Business Day and ending at the close of business of the next Business Day. You should expect the Accumulated Value of your Contract to change from Valuation Period to Valuation Period, reflecting the investment experience of the Subaccounts you have selected as well as the daily deduction of charges.

An Accumulation Unit is a measure of your ownership interest in the Contract during the Accumulation Phase. When you allocate your Net Premium Payments to a selected Subaccount, the Company will credit a certain number of Accumulation Units to your Contract. The Company determines the number of Accumulation Units it credits by dividing the dollar amount you have allocated to a Subaccount by the Accumulation Unit Value for that Subaccount as of the end of the Valuation Period in which the payment is received. Each Subaccount has its own Accumulation Unit Value (similar to the share price (net asset value) of a mutual fund). The Accumulation Unit Value varies each Valuation Period with the net rate of return of the Subaccount. The net rate of return reflects the performance of the Subaccount for the Valuation Period and is net of asset charges to the Subaccount. Per Subaccount, the Accumulated Value equals the number of Accumulation Units multiplied by the Accumulation Unit Value for that Subaccount.

All dividends and capital gains earned will be reinvested and reflected in the Accumulation Unit Value, keeping the earnings tax-deferred.

Investment Options

Vanguard Variable Insurance Fund

The Vanguard Variable Annuity offers you a means of investing in various Subaccounts that invest in the Portfolios of Vanguard Variable Insurance Fund. A brief description of each Portfolio is given below. For more detailed information regarding the Portfolios, you should read the prospectus for Vanguard Variable Insurance Fund that accompanies the Contract prospectus.

The general public may invest in the Portfolios of Vanguard Variable Insurance Fund only through certain insurance contracts. The investment objectives and policies of the Portfolios may be similar to those of publicly available Vanguard funds. You should not expect that the investment results of any publicly available Vanguard funds will be comparable to those of the Portfolios.

 

 

The Money Market Portfolio seeks to provide current income while maintaining liquidity and a stable share price of $1. The Portfolio invests primarily in high-quality, short-term money market instruments, including certificates of deposit, banker’s acceptances, commercial paper, and other money market securities. To be considered high-quality, a security generally must be rated in one of two highest credit-quality categories for short-term securities by at least two nationally recognized rating services (or by one, if only one rating service has rated the security). If unrated, the security must be

 

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determined by Vanguard to be of quality equivalent to securities in the two highest credit-quality categories. The Portfolio invests more than 25% of its assets in securities issued by companies in the financial services industry. The Portfolio maintains a dollar-weighted average maturity of 90 days or less.

 

 

The Short-Term Investment-Grade Portfolio seeks to provide current income while maintaining limited price volatility. The Portfolio invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities, at least 80% of which will be short- and intermediate-term investment-grade securities. High quality fixed income securities are those rated the equivalent of A3 or better by Moody’s Investors Services, Inc., or by another independent rating agency; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody’s or another independent rating agency. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moody’s). The Portfolio is expected to maintain a dollar-weighted average maturity of 1 to 4 years.

 

 

The Total Bond Market Index Portfolio seeks to track the performance of a broad, market-weighted bond index. The Portfolio employs a “passive management”—or indexing—investment approach designed to track the performance of the Lehman Brothers U.S. Aggregate Bond Index. This Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States—including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities, all with maturities of more than 1 year. The Portfolio invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximate the full Index in terms of key risk factors and other characteristics. All of the Portfolio’s investments will be selected through the sampling process, and at least 80% of the Portfolio’s assets will be invested in bonds held in the Index. The Portfolio maintains a dollar-weighted average maturity consistent with that of the Index, which generally ranges between 5 and 10 years.

 

 

The High Yield Bond Portfolio seeks to provide a high level of current income. The Portfolio invests mainly in a diversified group of high-yielding, higher-risk corporate bonds—commonly known as “junk bonds”—with medium- and lower-range credit-quality ratings. The Portfolio invests at least 80% of its assets in corporate bonds that are rated below Baa by Moody’s Investors Service, Inc.; have an equivalent rating by any other independent bond-rating agency; or if unrated, are determined to be of comparable quality by the Portfolio’s advisor. The Portfolio’s 80% policy may be changed only upon 60 days’ notice to shareholders. The Portfolio may not invest more than 20% of its assets in any of the following, taken as a whole: bonds with credit ratings lower than B or the equivalent, convertible securities, and preferred stocks. High-yield bonds mostly have short- and intermediate-term maturies.

 

 

The Balanced Portfolio seeks to provide long-term capital appreciation and reasonable current income. The Portfolio invests 60% to 70% of its assets in dividend-paying and, to a lesser extent, non-dividend-paying common stocks of established, medium-size and large companies. In choosing these companies, the advisor seeks those that appear to be undervalued but have prospects for improvement. These stocks are commonly referred to as value stocks. The remaining 30% to 40% of Portfolio assets are invested mainly in fixed income securities that the advisor believes will generate a reasonable level of current income. These securities include investment-grade corporate bonds with some exposure to U.S. Treasury and government agency bonds, and mortgage-backed securities.

 

 

The Equity Income Portfolio seeks to provide an above-average level of current income and reasonable long-term capital appreciation. The Portfolio invests mainly in common stocks of medium-size and large companies whose stocks pay above-average levels of dividend income and are considered to have the potential for capital appreciation. In addition, the advisors generally look for companies that they believe are committed to paying dividends consistently. Under normal circumstances, the Portfolio will invest at least 80% of its assets in stocks, also known as equity securities. The Portfolio’s 80% policy may be changed only upon 60 days’ notice to shareholders. The Portfolio uses multiple investment advisors.

 

 

The Diversified Value Portfolio seeks to provide long-term capital appreciation and income. The Portfolio invests mainly in large- and mid-capitalization companies whose stocks are considered by the advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor feels are trading at prices that are below average in relation to such measures as earnings and book value. These stocks often have above-average dividend yields.

 

 

The Total Stock Market Index Portfolio seeks to track the performance of a benchmark index that measures the investment return of the overall stock market. The Portfolio employs a “passive management”—or indexing—investment approach designed to track the performance of the Standard & Poor’s (S&P) Total Market Index by investing all, or substantially all, of its assets in two Vanguard funds—Vanguard Variable Insurance Fund–Equity Index Portfolio and Vanguard Extended Market Index Fund. The S&P Total Market Index consists of substantially all of the U.S. common stocks regularly traded on the New York and American Stock Exchanges and the Nasdaq over-the-counter market.

 

 

The Equity Index Portfolio seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks. The Portfolio employs a “passive management”—or indexing—investment approach designed to track the performance of the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The Portfolio attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.

 

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The Mid-Cap Index Portfolio seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks. The Portfolio employs a “passive management”—or indexing—investment approach designed to track the performance of the Morgan Stanley Capital International® (MSCI®) US Mid Cap 450 Index, a broadly diversified index of stocks of medium-size U.S. companies. The Portfolio attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.

 

 

The Growth Portfolio seeks to provide long-term capital appreciation. The Portfolio invests mainly in large-capitalization stocks of U.S. companies considered to have above-average earnings growth potential and reasonable stock prices in comparison with expected earnings. The Portfolio uses multiple investment advisors.

 

 

The Capital Growth Portfolio seeks to provide long-term capital appreciation. The Portfolio invests in stocks considered to have above-average earnings growth potential that is not reflected in their current market prices. The Portfolio consists predominantly of mid- and large-capitalization stocks.

 

 

The Small Company Growth Portfolio seeks to provide long-term capital appreciation. The Portfolio invests at least 80% of its assets primarily in common stocks of smaller companies. These companies tend to be unseasoned but are considered by the Portfolio’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. The Portfolio’s 80% policy may be changed only upon 60 days’ notice to shareholders. The Portfolio uses multiple investment advisors.

 

 

The International Portfolio seeks to provide long-term capital appreciation. The Portfolio invests predominantly in the stocks of companies located outside the United States. In selecting stocks, the Portfolio’s advisors evaluate foreign markets around the world and choose companies considered to have above-average growth potential. The Portfolio uses multiple investment advisors.

 

 

The REIT Index Portfolio seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs. The Portfolio normally invests approximately 98% of its assets in stocks issued by equity real estate investment trusts (known as REITs) in an attempt to parallel the investment performance of the Morgan Stanley Capital International (MSCI) U.S. REIT Index. The Portfolio invests in stocks that make up the Index; the remaining assets are allocated to cash investments.

There is no assurance that a Portfolio will achieve its stated objective.

Additional information regarding the investment objectives and policies of the Portfolios and the investment advisory services can be found in the current Fund prospectus accompanying this prospectus.

Exchanges Among the Subaccounts

Should your investment goals change, you may exchange assets among the Subaccounts at no cost, subject to the following conditions:

 

 

You may request exchanges in writing or by telephone or online at www.vanguard.com. The Company will process requests it receives prior to the close of regular trading on the New York Stock Exchange (generally 4 p.m., Eastern time) at the close of business that same day. Requests received after the close of the New York Stock Exchange are processed the next Business Day.

 

 

The minimum amount you may exchange from a Subaccount is $250 (unless the Accumulated Value in a Subaccount is less than $250).

 

 

The $1,000 minimum balance requirement per Subaccount must be satisfied at all times.

 

 

The Company does not charge a fee for exchanges among the Subaccounts.

Please note: If you elect the Vanguard GLWB Rider, then transfers out of the designated investment options will reduce or eliminate the benefits of the rider.

LIMITATIONS ON

Exchanges

Because excessive exchanges can disrupt management of the Fund and increase the Fund’s costs for all Contract Owners, the Fund limits exchanges as follows:

 

   

You may make no more than two substantive round trips through a Portfolio (not including the Money Market Portfolio) during any 12-month period.

 

   

The Fund and the Company may refuse an exchange at any time, for any reason.

 

   

The Company may revoke a Contract Owner’s exchange privilege at any time, for any reason.

A round trip is a redemption from a Portfolio followed by a purchase back into the Portfolio. Also, round trip covers transactions accomplished by any combination of methods, including transactions conducted by check, wire, or exchange to or from another Vanguard fund. “Substantive” means a dollar amount that Vanguard determines, in its sole discretion, could adversely affect the management of the Fund.

 

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Disruptive Trading and Market Timing

Statement of Policy. This variable insurance product was not designed for the use of market timers or other investors who make programmed, large, frequent, or short-term exchanges. Such exchanges may be disruptive to the underlying fund portfolios and increase transaction costs.

Market timing and other programmed, large, frequent, or short-term exchanges among the subaccounts can cause risks with adverse effects for other contract owners (and beneficiaries and underlying fund portfolios). These risks and harmful effects include:

 

  (1) dilution of the interests of long-term investors in a subaccount if purchases or exchanges 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 exchanges out of the underlying fund portfolio; and

 

  (3) increased brokerage and administrative expenses.

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

We have developed polices and procedures with respect to market timing and other exchanges and we do not make special arrangements or grant exceptions to accommodate market timing or other potentially disruptive or harmful 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 harm from programmed, large, frequent, or short-term exchanges 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 exchanges is subject to modification or restriction if we determine, in our sole opinion, that your exercise of the exchange privilege may disadvantage or potentially harm the rights or interests of other contract 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 a temporary suspension of exchange privileges. We may also restrict the exchange privileges of others acting on your behalf.

We reserve the right to reject any premium payment or exchange request from any person without prior notice, if, in our judgment, (1) the payment or exchange, or series of exchanges, 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 (3) because of a history of large or frequent exchanges. We may impose other restrictions on exchanges, or even prohibit exchanges for any owner who, in our view, has abused, or appears likely to abuse, the exchange privilege. We may, at any time and without prior notice, discontinue exchange privileges, modify our procedures, impose holding period requirements or limit the number, size, frequency, manner, or timing of exchanges we permit. Because determining whether to impose any such special restrictions depends on our judgment and discretion, it is possible that some policy owners could engage in disruptive trading that is not permitted for others. We also reserve the right to reverse a potentially harmful exchange if an underlying fund portfolio refuses or reverses our order; in such instances some contract owners may be treated differently than others. For all of these purposes, we may aggregate two or more variable insurance products that we believe are connected.

In addition to our internal policies and procedures, we will administer your variable insurance product to comply with any applicable state, federal, and other regulatory requirements concerning exchanges. 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 exchange 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:

 

 

expressly limit the number of round trips in a given period as described in the Investment Options section under Limitations on Exchanges.

Under our current policies and procedures, we do not:

 

 

impose redemption fees on exchanges;

 

 

expressly limit the number of nonround trip exchanges or the size of exchanges in a given period; or

 

 

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

 

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Redemption fees, exchange 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.

Please note that the limits and restrictions described herein are subject to our ability to monitor exchange 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 contract 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 frequent or harmful exchanges by such contract owners or intermediaries acting on their behalf. Moreover, our ability to discourage and restrict market timing or other disruptive trading may be limited by provisions of the variable insurance product.

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 contract owners, other persons with material rights under the variable insurance products, or underlying fund shareholders generally, (2) to comply with state or federal regulatory requirements, or (3) to impose additional or alternative restrictions on owners engaging in frequent exchange activity among the investment options under the variable insurance product. In addition, we may not honor exchange requests if any variable investment option that would be affected by the exchange 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 other programmed, large, frequent, or short-term exchanges. Contract owners should be aware that we may not have the contractual ability or the operational capacity to monitor contract owners’ exchange requests and apply the frequent trading policies and procedures of the respective underlying funds that would be affected by the exchanges. Accordingly, contract owners and other persons who have material rights under our variable insurance products should assume that the sole protection they may have against potential harm from frequent exchanges is the protection, if any, provided by the policies and procedures we have adopted for our variable insurance products to discourage market timing or other disruptive trading.

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

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

Automatic Asset Rebalancing

During the Accumulation Phase, you can automatically rebalance the amounts invested in the Subaccounts in order to maintain a desired allocation. This rebalancing occurs automatically on a date you select and can take place on a monthly, quarterly, semi-annual or annual basis (provided the $1,000 minimum balance requirement has been met in the Subaccount to which you are moving money). The minimum amount you may exchange is $250. Rebalancing can be started, stopped, or changed at any time. Automatic Asset Rebalancing cannot be used in conjunction with the Automatic Exchange Service. Any additional exchange requests will cause Automatic Asset Rebalancing to cease. To take advantage of the Automatic Asset Rebalancing service, complete a Vanguard Variable Annuity Automatic Asset Rebalance service form or send a letter of instruction to Vanguard Annuity and Insurance Services.

 

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Automatic Exchange Service

During the Accumulation Phase, you can move money automatically among the Subaccounts. You can exchange fixed dollar amounts or percentages of your Subaccount balance into the other Subaccounts offered under the Contract on either a monthly, quarterly, semi-annual, or annual basis (provided the $1,000 minimum balance requirement has been met in the Subaccounts to which you are moving money). The minimum amount you may exchange is $250. While you are participating in this service, if the service date falls on a day that the New York Stock Exchange is closed, the service date will be the next business day.

Automatic Exchange Service

Using the Automatic Exchange Service, you can exchange at regular intervals in a plan of investing often referred to as “dollar-cost averaging,” moving money, for example, from the Money Market Portfolio into a stock or bond Portfolio. The main objective of dollar-cost averaging is to shield your investment from short-term price fluctuations. Since the same dollar amount is transferred to other Subaccounts each month, more Accumulation Units are credited to a Subaccount if the value per Accumulation Unit is low, while fewer Accumulation Units are credited if the value per Accumulation Unit is high. Therefore, it is possible to achieve a lower average cost per Accumulation Unit over the long term if the Accumulation Unit Value declines over that period. This plan of investing allows investors to take advantage of market fluctuations but does not assure a profit or protect against a loss in declining markets.

To take advantage of the Automatic Exchange Service, complete a Vanguard Variable Annuity Automatic Exchange Service Form or contact Vanguard Annuity and Insurance Services.

You may change the amount to be exchanged or cancel this service at any time in writing or by telephone if you have telephone authorization on your Contract. This service cannot be used to establish a new Subaccount, and will not go into effect until the Free Look Period has expired.

Telephone and Online Privilege

You may establish the telephone and online privilege on your Contract by completing the appropriate section of the Client Information Form or by sending a letter authorizing the Company to take instructions over the telephone. The Company, the Fund, and Vanguard shall not be responsible for the authenticity of instructions received by telephone. We will take reasonable steps to confirm that instructions communicated by telephone are genuine. Before we act on any telephoned instruction, we will ask the caller for the Contract number and the owner’s last four Social Security number digits, zip code, and address. This information will be verified against the Contract Owner’s records and all transactions performed will be verified with the Contract Owner through a written confirmation statement. We will record all calls. The Company, the Fund, and Vanguard shall not be liable for any loss, cost, or expense for action on telephone instructions believed to be genuine in accordance with these procedures. We will make every effort to maintain the privilege. However, the Company and the Fund reserve the right to revise or terminate its provisions, limit the amount of a transaction, or reject any transaction, as deemed necessary, at any time.

Expenses

A CLOSER LOOK AT

The Costs of Investing in a Variable Annuity

Costs are an important consideration in choosing a variable annuity. That’s because you, as a contract owner, pay the costs of operating the underlying mutual funds, plus any transaction costs incurred when the fund buys and sells securities, as well as the costs associated with the annuity contract itself. These combined costs can have a significant effect on the investment performance of the annuity contract. Even seemingly small differences in mutual fund and annuity contract expenses can, over time, have a dramatic effect on performance.

The projected expenses for the Vanguard Variable Annuity are substantially below the costs of other variable annuity contracts. For example, on a $25,000 Contract the average expense ratio of other variable annuity contracts was 2.37% as of December 31, 2007, compared to 0.57% for the Vanguard Variable Annuity. (Source for competitors’ data: Morningstar Principia Pro for VA/L Subaccounts, December 2007.)

 

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SUMMARY OF COSTS OF INVESTING

in the Vanguard Variable Annuity

 

   

No sales load or sales charge

 

   

No charge to make full or partial withdrawals

 

   

No fee to exchange money among the Subaccounts

 

   

$25 Annual Contract Maintenance Fee on Contracts valued at less than $25,000

 

   

Annual Mortality and Expense Risk Charge: 0.20%, 0.25%, or 0.32% depending on death benefit election

 

   

Annual Administrative Expense Charge: 0.10%

 

   

Annual Vanguard GLWB Rider Fee of up to 1.00% of the Total Withdrawal Base, if applicable.

 

   

Fees and expenses paid by the Portfolios which ranged from 0.14% to 0.45% in the fiscal year ended December 31, 2007

Mortality and Expense Risk Charge

The Company charges a fee as compensation for bearing certain mortality and expense risks under the Contract. The Company will deduct a daily charge corresponding to an annual charge of 0.20% for the mortality and expense risks assumed by the Company (a lower rate may be assessed for certain periods). Depending on the death benefit you select there may be an additional quarterly mortality and expense risk charge corresponding to an additional annual charge of 0.05%, or 0.12%.

The mortality and expense risk charge described above cannot be increased. If the charge is more than sufficient to cover actual costs or assumed risks, any excess will be added to the Company’s surplus. If the charges collected under the Contract are not enough to cover actual costs or assumed risks, then the Company will bear the loss.

The mortality and expense risk charge may be assessed at a lower rate for certain periods at our discretion. Currently, the daily mortality and expense risk charge will be assessed at a rate reduced by an amount corresponding to an annual amount of 0.005%. Accordingly, an aggregate annual charge of 0.195% (Accumulated Value Death Benefit), 0.245% (Return of Premium Death Benefit) or 0.315% (Annual Step-Up Death Benefit) will be assessed.

A CLOSER LOOK AT

The Mortality and Expense Risk Charge

The Company assumes mortality risk in two ways. First, where Contract Owners elect an Annuity Payment Option under which the Company guarantees a number of payments over a life or joint lives, the Company assumes the risk of making monthly annuity payments regardless of how long all Annuitants may live. Second, the Company assumes mortality risk in providing a Death Benefit in the event the Annuitant dies during the Accumulation Phase.

The expense risk the Company assumes is that the charges for administrative expenses, which are guaranteed not to increase beyond the rates shown for the life of the Contract, may not be great enough to cover the actual costs of issuing and administering the Contract.

Administrative Expense Charge

The Company assesses each Contract an annual Administrative Expense Charge to cover the cost of issuing and administering each Contract and of maintaining the Separate Account. The Administrative Expense Charge is assessed daily at a rate equal to 0.10% annually of the net asset value of the Separate Account.

Annual Contract Maintenance Fee

In certain situations, the Company charges an Annual Contract Maintenance Fee of $25. The fee is to reimburse the Company for the costs it expects over the life of the Contract for maintaining each Contract and the Separate Account.

The Company charges the fee if:

 

 

Your Initial Premium Payment is less than $25,000; and

 

 

in each subsequent year the Accumulated Value remains below $25,000.

The fee will be assessed on the last Friday of the calendar year, based on the Accumulated Value of the Contract on that day. If that day is not a business day, it will be assessed on the preceding business day. If that Friday is the last business day of the calendar year, the fee will be assessed on the preceding Friday.

Vanguard GLWB Rider

If you elect this rider, then we will deduct a rider fee on the rider date, and on each rider quarter thereafter, before annuitization. We deduct an annual charge of ____% (for the single life option) and ____% (for the joint life option) of the total withdrawal base. Rider fees are deducted from each designated investment option in proportion to the amount of Accumulated Value in each designated investment option.

 

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Fund Operating Expenses

The value of the assets in the Separate Account will reflect the fees and expenses paid by Vanguard Variable Insurance Fund. A complete description of these expenses is found in the “Fee Table” section of this prospectus, the Fees and Expenses section of the Fund’s prospectus, and in the “Management of the Fund” section of the Fund’s Statement of Additional Information.

Taxes

INTRODUCTION

The following discussion of annuity taxation is general in nature and is based on the Company’s understanding of the treatment of annuity contracts under current federal income tax law, particularly Section 72 of the Internal Revenue Code and various Treasury Regulations and Internal Revenue Service interpretations dealing with Section 72. The discussion does not touch upon state or local taxes. It is not tax advice. You may want to consult with a qualified tax adviser about your particular situation to ensure that your purchase of a Contract results in the tax treatment you desire. Additional discussion of tax matters is included in the Statement of Additional Information.

TAXATION OF ANNUITIES IN GENERAL

Tax Deferral

Special rules in the Internal Revenue Code for annuity taxation exist today. In general, those rules provide that you are not currently taxed on increases in value under a Contract until you take some form of withdrawal or distribution from it. However, it is important to note that, under certain circumstances, you might not get the advantage of tax deferral, meaning that the increase in value would be subject to current federal income tax. (See ANNUITY CONTRACTS OWNED BY NON-NATURAL PERSONS, page 22, and DIVERSIFICATION STANDARDS, page 23.)

A CLOSER LOOK AT

Tax Deferral

Tax deferral means no current tax is due on earnings in your Contract. The amount you would have paid in income taxes can be left in the Contract and earn money for you.

One tradeoff of tax deferral is that there are certain restrictions on your ability to access your money, including penalty taxes for early withdrawals. This is one reason why a variable annuity is intended as a long-term investment.

Another tradeoff is that, when funds are withdrawn, they are taxed at ordinary income rates instead of capital gains rates, which apply to certain other sorts of investments.

Taxation of Full and Partial Withdrawals

If you make a full or partial withdrawal (including a Systematic Withdrawal) from a Non-Qualified Contract during the Accumulation Phase, you as the Contract Owner will be taxed at ordinary income rates on earnings you withdraw at that time. For purposes of this rule, withdrawals are taken first from earnings on the Contract and then from the money you invested in the Contract. This “investment in the contract” can generally be described as the cost of the Contract, or cost basis, and it generally includes all Premium Payments minus any amounts you have already received under the Contract that represented the return of invested money. Also for purposes of this rule, a pledge or assignment of a Contract is treated as a partial withdrawal from a Contract. (If you are contemplating using your Contract as collateral for a loan, you may be asked to pledge or assign it.)

Taxation of Annuity Payments

When you take Annuity Payments in the Income Phase of a Non-Qualified Contract, for tax purposes each payment is deemed to return to you a portion of your investment in the Contract. Since with a Non-Qualified Contract you have already paid taxes on those amounts (the Contract was funded with after-tax dollars), you will not be taxed again on your investment—only on your earnings.

For fixed Annuity Payments from a Non-Qualified Contract, in general, the Company calculates the taxable portion of each payment using a formula known as the “exclusion ratio.” This formula establishes the ratio that the investment in the Contract bears to the total expected amount of Annuity Payments for the term of the Contract. The Company then applies that ratio to each payment to determine the non-taxable portion of the payment. The remaining portion of each payment is taxable at ordinary income tax rates.

 

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For variable Annuity Payments from a Non-Qualified Contract, in general, the Company calculates the taxable portion of each payment using a formula that establishes a specific dollar amount of each payment that is not taxed. To find the dollar amount, the Company divides the investment in the Contract by the total number of expected periodic payments. The remaining portion of each payment is taxable at ordinary income tax rates.

Once your investment in the Contract has been returned, the balance of the Annuity Payments represent earnings only and therefore are fully taxable.

Taxation of Withdrawals and Distributions From Qualified Contracts

Generally, the entire amount distributed from a Qualified Contract is taxable to the Contract Owner. In the case of Qualified Contracts with after-tax contributions, you may exclude the portion of each withdrawal or Annuity Payment constituting a return of after-tax contributions. Once all of your after-tax contributions have been returned to you on a non-taxable basis, subsequent withdrawals or annuity payments are fully taxable as ordinary income. Since the Company has no knowledge of the amount of after-tax contributions you have made, you will need to make this computation in the preparation of your federal income tax return.

Tax Withholding

Federal tax law requires that the Company withhold federal income taxes on all distributions unless the Contract Owner or payee, if applicable, elects not to have any amounts withheld and properly notifies the Company of that election. In certain situations, the Company will withhold taxes on distributions to non-resident aliens at a flat 30% rate unless a lower treaty rate or exemption from withholding applies under an applicable tax treaty and the Company has received the appropriate Form W-8 certifying the U.S. taxpayer identification number. Some states may require State Tax Withholding if you elect to have Federal Income Tax withheld.

Penalty Taxes on Certain Early Withdrawals

The Internal Revenue Code provides for a penalty tax in connection with certain withdrawals or distributions that are includible in income. The penalty amount is 10% of the amount includible in income that is received under an annuity. However, there are exceptions to the penalty tax. For instance, it does not apply to withdrawals: (1) made after the Contract Owner reaches age 59 1/2; (2) made on or after the death of the Contract Owner or, where the Contract Owner is not an individual, on or after the death of the primary Annuitant (who is defined as the individual the events in whose life are of primary importance in affecting the timing and payment under the Contracts); (3) attributable to the disability of the Contract Owner which occurred after the purchase of the Contract (as defined in the Internal Revenue Code); (4) that are part of a series of substantially equal periodic payments made at least annually for the life (or life expectancy) of the Contract Owner, or joint lives (or joint life expectancies) of the Contract Owner and his or her beneficiary; (5) from a Qualified Contract (note, however, that other penalties may apply); (6) under an immediate annuity contract (as defined in the Internal Revenue Code); (7) that can be traced to an investment in the Contract prior to August 14, 1982; or (8) under a Contract that an employer purchases on termination of certain types of qualified plans and that the employer holds until the employee’s severance from employment.

If the penalty tax does not apply to a withdrawal as a result of the application of item (4) above, and the series of payments is subsequently modified (for some reason other than death or disability), the tax for the year in which the modification occurs will be increased by an amount (as determined under Treasury Regulations) equal to the penalty tax that would have been imposed but for item (4) above, plus interest for the deferral period. The foregoing rule applies if the modification takes place (a) before the close of the period that is five years from the date of the first payment and after the taxpayer attains age 59 1/2, or (b) before the taxpayer reaches age 59 1/2. Because the Company cannot predict whether the series of payments will be substantially equal, the Company will report such withdrawals to the Internal Revenue Service as early withdrawals with no known exception.

For Qualified Contracts, other tax penalties may apply to certain distributions as well as to certain contributions and other transactions.

The penalty tax may not apply to distributions from Qualified Contracts issued under Section 408(b) of the Internal Revenue Code that you use to pay qualified higher education expenses, the acquisition costs (up to $10,000) involved in the purchase of a principal residence by a first-time homebuyer, or a distribution made on account of an Internal Revenue Service levy. Because the Company cannot verify that such an early withdrawal is for qualified higher education expenses or a first home purchase, the Company will report such withdrawals to the Internal Revenue Service as early withdrawals with no known exception.

 

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ANNUITY CONTRACTS OWNED BY NON-NATURAL PERSONS

Where a non-natural person (for example, a corporation) holds a Contract, that Contract is generally not treated as an annuity contract for federal income tax purposes, and the income on that Contract (generally the increase in the net Accumulated Value less the payments) is considered taxable income each year. This rule does not apply where the non-natural person is only a nominal owner such as a trust or other entity acting as an agent for a natural person. The rule also does not apply where the estate of a decedent acquires a Contract, where an employer purchases a Contract on behalf of an employee upon termination of a qualified plan, or to an immediate annuity (as defined in the Internal Revenue Code).

MULTIPLE-CONTRACTS RULE

All non-qualified annuity contracts issued by the same company (or affiliate) to the same Contract Owner during any calendar year are to be aggregated and treated as one contract for purposes of determining the amount includible in the taxpayer’s gross income. Thus, any amount received under any Contract prior to the Contract’s Income Date, such as a partial withdrawal, will be taxable (and possibly subject to the 10% federal penalty tax) to the extent of the combined income in all such contracts. The Treasury Department has specific authority to issue regulations that prevent the avoidance of the multiple-contracts rules through the serial purchase of annuity contracts or otherwise. In addition, there may be other situations in which the Treasury Department may conclude that it would be appropriate to aggregate two or more Contracts purchased by the same Contract Owner. Accordingly, a Contract Owner should consult a tax adviser before purchasing more than one Contract or other annuity contracts. (The aggregation rules do not apply to immediate annuities (as defined in the Internal Revenue Code).)

OWNERSHIP TRANSFERS OF ANNUITY CONTRACTS

Any transfer of a Non-Qualified Contract during the Accumulation Phase for less than full and adequate consideration will generally trigger income tax (and possibly the 10% federal penalty tax) on the gain in the Contract to the Contract Owner at the time of such transfer. The transferee’s investment in the Contract will be increased by any amount included in the Contract Owner’s income. This provision, however, does not apply to transfers between spouses or former spouses incident to a divorce that are governed by Internal Revenue Code Section 1041(a).

ASSIGNMENTS OF ANNUITY CONTRACTS

A transfer of ownership in a Contract, a collateral assignment, or the designation of an Annuitant or other beneficiary who is not also the Contract Owner may result in tax consequences to the Contract Owner, Annuitant, or beneficiary that this prospectus does not discuss. A Contract Owner considering such a transfer or assignment of a Contract should contact a tax adviser about the potential tax effects of such a transaction.

DIVERSIFICATION STANDARDS

To comply with certain regulations under Internal Revenue Code Section 817(h), after a start-up period, each Subaccount of the Separate Account will be required to diversify its investments in accordance with certain diversification standards. A “look-through” rule applies that suggests that each Subaccount of the Separate Account will be tested for compliance with the diversification standards by looking through to the assets of the Portfolios in which each Subaccount invests. We intend to comply with the diversification regulations to assure that the Contract continues to be treated as an annuity contract for federal income tax purposes.

QUALIFIED INDIVIDUAL RETIREMENT ANNUITIES

Generally, you may purchase Qualified Contracts only in connection with a “rollover” of funds from another individual retirement annuity (IRA) or qualified plan. Qualified Contracts must contain special provisions and are subject to limitations on contributions and the timing of when distributions can and must be made. Tax penalties may apply to contributions greater than specified limits, loans, reassignments, distributions that do not meet specified requirements, or in other circumstances. No additional Premium Payments to your Qualified Contract will be accepted unless the additional premium is funded by another qualified plan. Anyone desiring to purchase a Qualified Contract should consult a personal tax adviser.

Access To Your Money

The value of your Contract can be accessed during the Accumulation Phase:

 

 

By making a full or partial withdrawal.

 

 

By electing an Annuity Payment Option.

 

 

By your Beneficiary in the form of a Death Benefit.

 

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Full and Partial Withdrawals

You may withdraw all or part of your money at any time during the Accumulation Phase of your Contract without a Company charge, provided the Annuitant or Joint Annuitant is still living. All partial withdrawals must be for at least $250.

On the date the Company receives your request for a full withdrawal, the amount payable is the Accumulated Value.

On the date the Company receives your request for a partial withdrawal, the Accumulated Value will be reduced by the amount of the partial withdrawal.

Because you assume the investment risk under the Contract, the total amount paid upon a full withdrawal of the Contract may be more or less than the total Premium Payments made (taking prior withdrawals into account).

To make a withdrawal, you may establish the telephone privilege by completing the appropriate section of the Client Information Form, or by sending a letter authorizing the Company to take instructions by telephone. See Telephone and Online Privilege, page 19. You may also send a written request to make a withdrawal to Vanguard Annuity and Insurance Services. Your telephone or written request should include your Contract number, Social Security number, the amount you wish to withdraw, how you want that amount allocated among the various Subaccounts, the signature of all Contract Owners, and your federal (and state, if applicable) tax withholding election. In the absence of specific directions from the Contract Owner, all deductions will be made from all funded Subaccounts on a pro rata basis.

Systematic Withdrawals

You may elect to have a specified dollar amount or a percentage of the balance withdrawn from your Contract’s Accumulated Value on a monthly, quarterly, semi-annual, or annual basis. The Company requires a Contract balance of at least $10,000 and a Subaccount balance of at least $1,000 in order to establish the systematic withdrawal program for your Contract. The minimum amount for each Systematic Withdrawal is $250. In the absence of specific directions from the Contract Owner, all deductions will be made from all funded Subaccounts on a pro rata basis.

You may elect this option by completing the Vanguard Variable Annuity Money Transfer Options Form. The Form must be signed by all Contract Owners and must be signature-guaranteed if you are directing the withdrawal payments to an address other than the Contract address.

The Company must receive your Form at least 30 days before the date you want systematic withdrawals to begin. The Company will process each Systematic Withdrawal on the date and at the frequency you specified in your Money Transfer Options Form.

You may change the amount to be withdrawn and the percentage, the frequency of distributions, or cancel this option by telephone. Any other changes you make, including a change in the destination of the check must be made in writing, and should include signatures of all Contract Owners.

Minimum Balance Requirements

The minimum required balance in any Subaccount is $1,000. If an exchange or withdrawal would reduce the balance in a Subaccount to less than $1,000, the Company will transfer the remaining balance to the other Subaccounts under the Contract on a pro rata basis. If the entire value of the Contract falls below $1,000, the Company may notify you that the Accumulated Value of your Contract is below the minimum balance requirement. In that case, you will be given 60 days to make an additional Premium Payment before your Contract is liquidated. The Company would then promptly pay proceeds to the Contract Owner. The proceeds would be taxed as a withdrawal from the Contract. Full withdrawal will result in an automatic termination of the Contract.

Payment of Full or Partial Withdrawal Proceeds

The Company will pay cash withdrawals within seven days after receipt of your telephone or written request for withdrawal except in one of the following situations, in which the Company may delay the payment beyond seven days:

 

 

The New York Stock Exchange is closed on a day that is not a weekend or a holiday, or trading on the New York Stock Exchange is otherwise restricted.

 

 

An emergency exists as defined by the SEC, or the SEC requires that trading be restricted.

 

 

The SEC permits a delay for your protection as a Contract Owner.

 

 

The payment is derived from premiums paid by check, in which case the Company may delay payment until the check has cleared your bank, which may take up to ten calendar days.

TAXATION OF

Withdrawals

For important information on the tax consequences of withdrawals, see Taxation of Full and Partial Withdrawals, page 21, and Penalty Taxes on Certain Early Withdrawals, page 22.

 

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Tax Withholding on Withdrawals

If you do not provide the Company with a telephone or written request not to have federal income taxes withheld when you request a full or partial withdrawal, federal tax law requires the Company to withhold federal income taxes from the taxable portion of any withdrawal and send that amount to the federal government. In that case, we will withhold at a rate of 10%. State income tax withholding may also be required.

Performance

Standardized Performance

From time to time, the Company may advertise the yield and total return investment performance of a Subaccount for various periods, including quarter-to-date, year-to-date, one-year, five-year, and since inception. The Company will calculate advertised yields and total returns according to standardized methods prescribed by the SEC, so that all charges and expenses attributable to the Contract will be included. Including these fees has the effect of decreasing the advertised performance of a Subaccount, so that a Subaccount’s investment performance will not be directly comparable to that of an ordinary mutual fund.

Non-Standardized Performance

The Company may also advertise total return or other performance data in non-standardized formats that do not reflect the Annual Contract Maintenance Fee.

Not Indications of Future Performance

The performance measures discussed above are not intended to indicate or predict future performance.

Statement of Additional Information

Please refer to the Statement of Additional Information for a description of the method used to calculate a Subaccount’s yield and total return and a list of the indices and other benchmarks used in evaluating a Subaccount’s performance.

Death Benefit

In General

If the Annuitant dies during the Accumulation Phase, the Beneficiary will receive the Death Benefit. The Death Benefit is the then-current Accumulated Value of the Contract on the date the Company receives Due Proof of Death and all Company forms, fully completed. However, for an additional charge, there are two optional Death Benefit Riders that can be selected by the Owner at the time of purchase.

1) Return of Premium Death Benefit Rider—This option is only available to Annuitants age 75 or younger at the time of Contract purchase. There is an additional annual charge of 0.05% (to be assessed 0.0125% per quarter). The additional annual charge will only be assessed for a period of 10 years from the Contract Date. With this option, the Death Benefit will be the greater of:

 

 

The Accumulated Value of the Contract as of the date the Company receives Due Proof of Death and all Company forms, fully completed; or

 

 

the sum of all Premium Payments; less any Adjusted Partial Withdrawals and Premium Taxes, if any.

2) Annual Step-Up Death Benefit Rider—This option is only available to Annuitants age 69 or younger at the time of Contract purchase. There is an additional annual charge of 0.12% (to be assessed 0.03% per quarter). The additional annual charge will only be assessed until the Annuitant’s 80th birthday. With this option, the Death Benefit will be the greatest of:

 

 

The Accumulated Value of the Contract as of the date the Company receives Due Proof of Death and all Company forms, fully completed.

 

 

the sum of all Premium Payments, less any Adjusted Partial Withdrawals and Premium Taxes, if any; or

 

 

the highest Accumulated Value on any Contract Anniversary Date on or after the date the Rider is added to the Contract and until the Annuitant reaches age 80, plus any subsequent Premium Payment received by the Company after such Contract Anniversary Date less any Adjusted Partial Withdrawals and Premium Taxes, if any.

If you elect the Return of Premium Death Benefit Rider or the Annual Step-Up Death Benefit Rider, you may cancel this rider by contacting Vanguard Annuity and Insurance Services. Please note that if you cancel the rider, you will not be allowed

 

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to elect the additional death benefit riders in the future. Once the rider is cancelled, the Beneficiary will receive the Death Benefit. The Death Benefit is the then-current Accumulated Value of the Contract on the date the Company receives Due Proof of Death and all Company forms, fully completed.

Federal tax law generally requires that if a Contract Owner is a natural person and dies before the Income Date, then the entire value of the Contract must be distributed within five years of the date of death of the Contract Owner. If the Contract Owner is not a natural person, the death of the primary Annuitant triggers the same distribution requirement. Special rules may apply to a surviving spouse.

A WORD ABOUT

Adjusted Partial Withdrawal

If you have elected one of the available Death Benefit Riders, your Contract could be affected by what is referred to as the Adjusted Partial Withdrawal. When a Partial Withdrawal is taken from the Contract, your Death Benefit will be reduced by an amount called the Adjusted Partial Withdrawal. It is equal to the Partial Withdrawal amount multiplied by an adjustment factor. The adjustment factor is equal to the amount of the Death Benefit prior to the Partial Withdrawal divided by the Accumulated Value prior to the Partial Withdrawal. Under certain circumstances, the Adjusted Partial Withdrawal amount deducted from the Death Benefit may be more than the dollar amount of the Partial Withdrawal. This will generally be the case if the Death Benefit amount exceeds the Accumulated Value at the time of the Partial Withdrawal. The Statement of Additional Information contains a more detailed description of the formula used to calculate an Adjusted Partial Withdrawal.

Death of the Annuitant During the Accumulation Phase

If the Annuitant dies during the Accumulation Phase, the Beneficiary will be entitled to the Death Benefit. The Death Benefit will be calculated on the date the Company receives Due Proof of Death and all Company forms, fully completed. The Beneficiary can choose to receive the amount payable in a lump-sum cash benefit or under one of the Annuity Payment Options. The Contract Owner can choose an Annuity Payment Option for the Beneficiary before the Annuitant’s death. However, if the Contract Owner does not make such a choice and the Company has not already paid a cash benefit, the Beneficiary may choose a payment option after the Annuitant’s death.

Note: The death of the annuitant (or the annuitant’s spouse, if the joint life option is elected and that spouse continued the Contract) terminates the Vanguard GLWB Rider.

Death of the Annuitant During the Income Phase

The Death Benefit, if any, payable if the Annuitant dies during the Income Phase depends on the Annuity Payment Option selected. Upon the Annuitant’s death, the Company will pay the Death Benefit, if any, to the Beneficiary under the Annuity Payment Option in effect. For instance, if the Life Annuity With Period Certain option has been elected, and if the Annuitant dies during the Income Phase, then any unpaid payments certain will be paid to the Beneficiary.

DEFINITION

Due Proof of Death

When the term “Due Proof of Death” is used in this prospectus we mean any of the following:

 

 

A certified death certificate showing the manner of death

 

 

A certified decree of a court of competent jurisdiction as to the finding of death

 

 

A written statement by a medical doctor who attended the deceased

 

 

Any other proof satisfactory to the Company

A WORD ABOUT

Joint Annuitants

The Contract permits you as Contract Owner to name a Joint Annuitant. This can have different effects depending on whether the Contract is in the Accumulation Phase or the Income Phase.

During the Accumulation Phase, the Death Benefit is payable only after the death of both the Annuitant and the Joint Annuitant, subject to any limitations imposed by federal tax law.

During the Income Phase, it will not matter that you have named a Joint Annuitant unless you have chosen an Annuity Payment Option, such as the Joint and Last Survivor Annuity option, that pays over the life of more than one person. Therefore, if you have chosen an Annuity Payment Option that provides income over the life of someone other than the person named as Joint Annuitant, the Joint Annuitant’s death during the Income Phase will have no effect on the benefits due under the Contract.

 

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Designation of a Beneficiary

The Contract Owner may select one or more Beneficiaries for the Annuitant and name them on the Client Information Form. Thereafter, while the Annuitant or Joint Annuitant is living, the Contract Owner may change the Beneficiary by written notice. The change will take effect as of the date the Contract Owner signs the notice, but it will not affect any payment made or any other action taken before the Company acknowledges the notice. The Contract Owner may also make the designation of Beneficiary irrevocable by sending written notice to the Company and obtaining approval from the Company. Changes in the Beneficiary may then be made only with the consent of the designated irrevocable Beneficiary. In the event the Contract Owner and the Annuitant are different, the Contract Owner may also name an Owner’s Designated Beneficiary. The Owner’s Designated Beneficiary may assume ownership of the Contract upon the Contract Owner’s death subject to any restrictions required under federal tax law. See Death of Contract Owner During the Accumulation Phase, below. The Owner’s Designated Beneficiary may be added or changed only in writing.

If the Annuitant dies during the Accumulation Period, the following will apply unless the Contract Owner has made other provisions:

 

 

If there is more than one Beneficiary, each will share in the Death Benefit equally.

 

 

If one or two or more Beneficiaries have already died, the Company will pay that share of the Death Benefit equally to the survivor(s).

 

 

If no Beneficiary is living, the Company will pay the proceeds to the Contract Owner.

 

 

If no Beneficiary is named, the Company will pay the proceeds to the estate.

 

 

If a Beneficiary dies at the same time as the Annuitant, the Company will pay the proceeds as though the Beneficiary had died first. If a Beneficiary dies within 15 days after the Annuitant’s death and before the Company receives due proof of the Annuitant’s death, the Company will pay proceeds as though the Beneficiary had died first.

If a Beneficiary who is receiving Annuity Payments dies, the Company will pay any remaining Payments Certain to that Beneficiary’s named Beneficiary(ies) when due. If no Beneficiary survives the Annuitant, the right to any amount payable will pass to the Contract Owner. If the Contract Owner is not living at this time, this right will pass to his or her estate.

Death of the Contract Owner

Death of the Contract Owner During the Accumulation Phase. With two exceptions, federal tax law requires that when either the Contract Owner or the Joint Owner (if any) dies during the Accumulation Phase, the Company must pay out the entire value of the Contract within five years of the date of death. Since the death of a Contract Owner does not trigger the payment of the Death Benefit, the value of the Contract in this instance will be the Accumulated Value only. First exception: If the entire value is to be distributed to the Owner’s Designated Beneficiary, he or she may elect to have it paid under an Annuity Payment Option over his or her life or over a period certain no longer than his or her life expectancy as long as the payments begin within one year of the Contract Owner’s death. Second exception: If the Owner’s Designated Beneficiary is the spouse of the Contract Owner (or Joint Owner), the spouse may elect to continue the Contract in his or her name as Contract Owner indefinitely and to continue deferring tax on the accrued and future income under the Contract. (“Owner’s Designated Beneficiary” means the natural person whom the Contract Owner names as a beneficiary and who becomes the Contract Owner upon the Contract Owner’s death.) If the Contract Owner and the Annuitant are the same person, then upon that person’s death the Beneficiary is entitled to the Death Benefit. In this regard, see Death of the Annuitant During the Accumulation Phase, page 26.

Death of the Contract Owner During the Income Phase. Federal tax law requires that when either the Contract Owner or the Joint Owner (if any) dies during the Income Phase, the Company must pay the remaining portions of the value of the Contract at least as rapidly as under the method of distribution being used on the date of death.

Non-Natural Person as Contract Owner. Where the Contract Owner is not a natural person (for example, is a corporation), the death of the “primary Annuitant” is treated as the death of the Contract Owner for purposes of federal tax law. (The Internal Revenue Code defines a “primary Annuitant” as the individual who is of primary importance in affecting the timing or the amount of payout under the Contract.) In addition, where the Contract Owner is not a natural person, a change in the identity of the “primary Annuitant” is also treated as the death of the Contract Owner for purposes of federal tax law.

Payment of Lump-Sum Death Benefits

The Company will pay lump-sum Death Benefits within seven days after the election to take a lump sum becomes effective except in one of the following situations, in which the Company may delay the payment beyond seven days:

 

 

The New York Stock Exchange is closed on a day that is not a weekend or a holiday, or trading on the New York Stock Exchange is otherwise restricted.

 

 

An emergency exists as defined by the SEC, or the SEC requires that trading be restricted.

 

 

The SEC permits a delay for your protection as a Contract Owner.

 

 

The payment is derived from premiums paid by check, in which case the Company may delay payment until the check has cleared your bank, which may take up to ten calendar days.

 

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Additional Feature

Vanguard GLWB Rider

You may elect the following optional rider under the Contract that offers a guaranteed lifetime withdrawal benefit. This rider is available during the accumulation phase, and requires that you invest only in certain designated investment options. The tax rules for qualified contracts may limit the value of this rider. You should consult with a qualified tax professional before electing the Vanguard Guaranteed Lifetime Withdrawal Benefit (“GLWB”) Rider for a qualified Contract.

Vanguard GLWB Rider – Base Benefit

The benefit under this rider is intended to provide a level of cash withdrawals or benefit payments regardless of the performance of the designated investment options you select. Under this rider, you can withdraw from designated investment options up to the maximum annual withdrawal amount each rider year (first from your Accumulated Value and later, if necessary, as benefit payments from us), starting with the rider year immediately following the annuitant’s 59th birthday and lasting until the annuitant’s death (unless your total withdrawal base is reduced to zero because of “excess withdrawals”; see Total Withdrawal Base Adjustments, below). A rider year begins on the rider date (the date the rider becomes effective) and on each anniversary thereafter. All withdrawals before the annuitant is age 59 are excess withdrawals. If the joint life option is elected, then for all purposes under the rider, age is determined by the age of the younger of the annuitant and the annuitant’s spouse. A penalty tax may be assessed on amounts withdrawn from the contract before the owner reaches age 59½.

Example. Assume you are the owner and annuitant and you make a single premium payment of $100,000 when you are 56 years old. Further assume that you do not make any additional withdrawals or premium payments, no step-ups occurred, but that after ten years your Accumulated Value has declined to $90,000 solely because of negative investment performance. You could withdraw up to $5,000, which is the applicable current withdrawal percentage of 5% multiplied by the total withdrawal base of $100,000, each rider year for the rest of your life (assuming that you take your first withdrawal when you are age 66, that you do not withdraw more than the maximum annual withdrawal amount in any one year and your total withdrawal base doesn’t increase in the future).

Of course, you can always withdraw, at your discretion, an amount up to your Accumulated Value pursuant to your rights under the contract.

Example continued. Assume the same facts as above, but you withdraw $7,000 when you are 66 years old. That excess withdrawal will reduce your total withdrawal base and, consequently, reduce your future maximum annual withdrawal amount from $5,000 to $4,882.

See “Appendix B—Vanguard GLWB Rider—Adjusted Partial Withdrawals” for examples showing the effect of hypothetical withdrawals in more detail.

Please note:

 

 

You will begin paying the rider charge as of the date the rider takes effect (“rider date”), even if you do not begin taking withdrawals for many years, or ever. (The rider charge may change over time, but will not exceed the maximum guaranteed rate shown in the fee table.) We will not refund the charges you have paid under the rider if you never choose to take withdrawals and/or if you never receive any payments under the rider.

 

 

We have designed this rider for you to take withdrawals each rider year that are less than or equal to the maximum annual withdrawal amount. You should not purchase this rider if you plan to take withdrawals in excess of the maximum annual withdrawal amount, because such excess withdrawals may significantly reduce or eliminate the benefit provided by the rider.

 

 

The longer you wait to start making withdrawals under the rider, the less time you have to benefit from the guarantee because of decreasing life expectancy as you age. On the other hand, the longer you wait to begin making withdrawals, the higher your withdrawal percentage may be (within limits) and the more opportunities you will have to lock in a higher total withdrawal base. You should carefully consider when to begin making withdrawals. There is a risk that you will not begin making withdrawals at the most financially beneficial time for you.

 

 

Because the guaranteed lifetime withdrawal benefit under this rider is accessed through regular withdrawals that do not exceed the maximum annual withdrawal amount, the rider may not be appropriate for you if you do not foresee a need for liquidity and your primary objective is to take maximum advantage of the tax deferral aspect of the contract.

 

 

Only Accumulated Value allocated to a limited number of specified funds (see “Designated Investment Options” below) will be covered by this rider. You should determine whether these investment restrictions are suited for your financial needs and risk tolerance.

 

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Cumulative withdrawals in any rider year that are in excess of the rider withdrawal amount are excess withdrawals. Any withdrawals before age 59 are excess withdrawals.

 

 

An excess withdrawal may reduce the maximum annual withdrawal amount and the total withdrawal base on greater than a dollar-for-dollar basis.

 

 

Upon the death of the annuitant, this rider terminates and there are no more additional guaranteed withdrawals. If the rider joint life option is elected, however, then this rider terminates and there are no further guaranteed withdrawals upon the death of the surviving spouse. Under the joint life option, the benefit applies only to the person who is the annuitant’s spouse on the rider date; this benefit does not apply to a person who becomes the annuitant’s spouse after the rider date. Under both the single life and joint life options available under this rider, the rider will terminate on the death of the owner if the owner is not an annuitant.

Like all withdrawals, withdrawals under this benefit also:

 

 

reduce your Accumulated Value;

 

 

reduce your death benefit and other benefits;

 

 

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

 

 

may be limited or restricted under certain qualified contracts.

Maximum Annual Withdrawal Amount. You can withdraw up to the maximum annual withdrawal amount (after age 59) in any rider year without causing an excess withdrawal. See “Total Withdrawal Base Adjustments” below.

The maximum annual withdrawal amount is zero if the annuitant is not 59 years old on the rider date and remains zero until the first day of the rider year after the annuitant’s 59th birthday. If the annuitant is at least 59 years old on the rider date, then the maximum annual withdrawal amount is equal to the total withdrawal base multiplied by the withdrawal percentage (see below).

For qualified contracts: The maximum annual withdrawal amount is equal to the greater of:

 

  (1) the maximum annual withdrawal amount described above; or

 

  (2) an amount equal to a minimum required distribution amount attributable to the Accumulated Value in the designated investment options for the current calendar year using the annuitant’s age. Before the first rider anniversary, this amount is based on the Accumulated Value in the designated investment choices on the rider date. The minimum required distribution may be used only if all of the following are true:

 

   

the Contract to which the rider is attached is a tax-qualified contract for which IRS minimum required distributions are required,

 

   

the minimum required distributions do not start before the annuitant’s attained age 70½,

 

   

the minimum required distributions are based on either the Uniform Lifetime table or the Joint Life and Last Survivor Expectancy table,

 

   

the minimum required distributions are based on the age of the living annuitant (or the annuitant’s spouse, if the joint life option is elected and the annuitant is deceased). The minimum required distributions cannot be based on the age of someone who is deceased,

 

   

the minimum required distributions are based only on the contract to which this rider is attached, and

 

   

the minimum required distributions are only for the current calendar year. Amounts carried over from past calendar years are not considered.

If any of the above are not true, then (2) above is equal to zero and the minimum required distribution is not available as a maximum annual withdrawal amount. An amount in addition to the amount described in (2) above may need to be taken to satisfy minimum required distributions. Such additional withdrawal amount will be considered an excess withdrawal (as described under “ Total Withdrawal Base Adjustments” below).

Once your Accumulated Value reaches zero, you cannot make premium payments and all other contract features, benefits, and guarantees (except those provided by this rider) are terminated. To receive withdrawals guaranteed by this rider after your Accumulated Value reaches zero (i.e., benefit payments), you must select the frequency of benefit payments. Once selected, the amount and frequency of benefit payments after your Accumulated Value reaches zero cannot be changed. Benefit payments after the Accumulated Value reaches zero are subject to our claims paying ability.

 

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Please note:

 

 

If the rider is added before the annuitant’s 59th birthday, then you will be charged a rider fee even though the maximum annual withdrawal amount is zero until the beginning of the rider year after the annuitant’s 59th birthday.

 

 

You cannot carry over any portion of your maximum annual withdrawal amount that is not withdrawn during a rider year for withdrawal in a future rider year. This means that if you do not take the full maximum annual withdrawal amount during a rider year, you cannot take more than the maximum annual withdrawal amount in the next rider year and maintain the rider’s guarantees.

 

 

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

Withdrawal Percentage. We use the withdrawal percentage to calculate the maximum annual withdrawal amount. The withdrawal percentage is determined by the age of the annuitant (or the annuitant’s spouse if younger and the joint life option is elected) at the time of the first withdrawal taken on or after the rider anniversary immediately following the 59th birthday of the annuitant (or the annuitant’s spouse if younger and the joint life option is elected). The following withdrawal percentages currently apply under the single life and the joint life options of the rider:

 

Age at time of first withdrawal

       

Withdrawal Percentage

    

0-58

     

___%

  

59-69

     

___%

  

70-79

     

___%

  

³ 80

     

___%

  

Please note: Once established, the withdrawal percentage will not increase even though the annuitant’s age increases.

Total Withdrawal Base. We use the total withdrawal base to calculate the maximum annual withdrawal amount and rider fee. The total withdrawal base on the rider date is the Accumulated Value in the designated investment options. During any rider year, the total withdrawal base is equal to the total withdrawal base on the rider date or most recent rider anniversary, plus subsequent premium payments allocated to (and transfers from a non-designated investment option into) designated investment options (up to a maximum of $2.5 million in total premium payments and transfers into designated investment options), less subsequent total withdrawal base adjustments. On each rider anniversary, the total withdrawal base will be set to the greater of:

 

 

the current total withdrawal base; or

 

 

the accumulated value in the designated investment options on the rider anniversary.

Please note:

 

 

We determine the total withdrawal base solely to calculate the maximum annual withdrawal amount. Your total withdrawal base is not an Accumulated Value, a surrender value, or a death benefit. It is not available for withdrawal, it is not a minimum return for any subaccount, and it is not a guarantee of Accumulated Value.

 

 

Because the total withdrawal base is generally equal to the Accumulated Value in the designated investment options on the rider date, the maximum annual withdrawal amount may be lower if you delay electing the rider and the Accumulated Value in the designated investment options decreases before you elect the rider.

Total Withdrawal Base Adjustments. Cumulative gross partial withdrawals up to the maximum annual withdrawal amount from one or more designated investment options in any rider year will not reduce the total withdrawal base. Cumulative gross partial withdrawals in excess of the maximum annual withdrawal amount (“excess withdrawals”) from one or more designated investment options in any rider year, and transfers from a designated investment option to a non-designated investment option, will reduce the total withdrawal base, however, by the greater of the dollar amount of the excess withdrawal or a pro rata amount (that is in proportion to the reduction in the Accumulated Value in the designated investment options), possibly to zero. Total withdrawal base adjustments occur immediately following excess withdrawals. See “Appendix B—Vanguard GLWB Rider—Adjusted Partial Withdrawals” for examples showing the effect of hypothetical withdrawals in more detail, including an excess withdrawal that reduces the total withdrawal base by a pro rata amount (i.e., by more than the amount withdrawn). Excess withdrawals may eliminate the benefit provided by this rider.

Designated Investment Options. The rider benefit applies ONLY to Accumulated Value in the following designated investment options:

 

 

the Balanced Portfolio

 

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Please note:

 

 

You may transfer amounts among the designated and non-designated investment options (subject to the terms and conditions of the Contract and this rider). Transfers from designated to non-designated investment options are considered withdrawals for purposes of this rider. We reserve the right to restrict new premium payments and transfers into the designated investment options.

 

 

We can eliminate a designated investment option at any time. If a designated investment option is eliminated, then a Contract owner will be given the option to reallocate the value in the eliminated designated investment option to another designated investment option. Any amount not so reallocated will be treated as a withdrawal under this rider.

 

 

To sustain the benefit available under this rider, we may limit the percentage of your Accumulated Value that you can allocate to particular designated investment options (or to [particular asset classes/equity investments] within the designated investment options).

Vanguard GLWB Rider – Joint Life Option

If you elect this rider, you can also elect to continue the benefits of the rider until the later of the death of the annuitant or the annuitant’s spouse. This allows the maximum annual withdrawal amount to be withdrawn until the later of the death of the annuitant or, if the annuitant’s spouse continues the contract, the annuitant’s spouse.

Please note that under this option:

 

 

The annuitant’s spouse (i.e., a married man or woman as of the rider date) must be the joint owner and joint annuitant.

 

 

If, at the time of the annuitant’s death, the spouse cannot continue to keep the contract in effect under the tax code (e.g. because of a change in marital status), then the rider will terminate and no additional withdrawals under the rider are permitted.

 

 

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

 

 

The rider withdrawal percentage is based on the age of the younger of the annuitant and annuitant’s spouse.

Vanguard GLWB Rider Fee

If you elect this rider, then we will deduct a rider fee on the rider date, and on each rider quarter thereafter, before annuitization. We currently deduct a rider fee corresponding to an annual charge of ____% (for the single life option) and ____% (for the joint life option) of the total withdrawal base. Rider fees are deducted from each designated investment option in proportion to the amount of Accumulated Value in each designated investment option.

The rider fee percentage will not change unless an additional premium payment is allocated to (or a transfer is made into) the designated investment options. Only the proportional increase in the total withdrawal base attributable to such additional premiums (or transfers) will be subject to the new rider fee percentage. Thereafter, the rider fee percentage will be adjusted to reflect the weighted average of the rider fee percentage and the rider fee percentage associated with any additional premium payments allocated to (and/or transfers into) the designated investment options.

The adjusted (or “blended”) rider fee percentage will equal the sum of A and B, with the result divided by C, where:

 

  A = the current total withdrawal base before the premium addition multiplied by your rider’s rider fee percentage;

 

  B = the amount of additional premium paid multiplied by the rider fee percentage for new premium additions; and

 

  C = the total withdrawal base after adding the additional premium.

Example. Assume that you elect the joint life option under the rider and you make an initial premium payment of $100,000 on July 1, 2008. The rider fee on the initial premium is 1.00% of the total withdrawal base. Further assume that on October 1, 2012, (i) the total withdrawal base (after step-ups) equals $150,000, (ii) you make an additional premium payment of $60,000, and (iii) the rider fee percentage on the additional premium is 1.10%. A new blended rider fee is calculated when the additional premium is paid. Your blended rider fee is 1.03% = [(150,000 x 1.00%) + (60,000 x 1.10%)] divided by (150,000 + 60,000).

Please Note: Because the rider fee is a percentage of your total withdrawal base on each rider anniversary, the rider fee can be substantially more than that (same) percentage of your Accumulated Value if your total withdrawal base is higher than your Accumulated Value.

 

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Vanguard GLWB Rider Issue Requirements

The Company will not issue the Vanguard GLWB Rider unless:

 

 

the annuitant is not yet age 91 (or younger if required by state law);

 

 

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

 

 

there are no more than two owners; and

 

 

if the joint life option is elected, the annuitant’s spouse is the joint annuitant and the joint owner, and has not attained age 91 (or younger if required by state law).

Termination

The Vanguard GLWB Rider will terminate upon the earliest of the following:

 

 

the beginning of the next rider quarter (i.e., each three-month period following the rider date) following the date we receive at Vanguard Annuity and Insurance Services written notice from you requesting termination of the Vanguard GLWB Rider;

 

 

the death of the annuitant (or the death of the annuitant’s spouse, if the joint life option was elected and that spouse continued the contract as the surviving spouse);

 

 

the death of the owner if the owner is not an annuitant;

 

 

assignment of your contract;

 

 

a change in the owner of the contract without our approval;

 

 

a change to an annuitant (other than death);

 

 

annuitization; or

 

 

termination of your Contract.

Please note:

 

 

This rider terminates upon annuitization. There is a mandatory annuitization date at which time your Contract will be annuitized according to its terms. However, if you have reached your mandatory annuitization date, we will allow you to annuitize your Contract and elect to receive lifetime annuity payments in an amount no less than your maximum annual withdrawal amount under this rider.

 

 

If this rider is terminated at your request, then you can elect a new rider one year following that termination date.

The Vanguard GLWB Rider may vary for certain contracts, may not be available for all contracts, and may not be available in all states. This disclosure explains the material features of the Vanguard GLWB Rider. The application and operation of the rider are governed by the terms and conditions of the rider itself.

Other Information

Monumental Life Insurance Company (the “Company,” “We,” “Us,” “Our”)

Monumental Life Insurance Company is an Iowa stock life insurance company incorporated on March 5, 1858. It is engaged in the sale of life and health insurance and annuity policies. Monumental is a wholly-owned indirect subsidiary of Transamerica Corporation which conducts most of its operations through subsidiary companies engaged in the insurance business or in providing non-insurance financial services. All of the stock of Transamerica Corporation is indirectly owned by AEGON N.V. of The Netherlands, the securities of which are publicly traded. AEGON N.V., a holding company, conducts its business through subsidiary companies engaged primarily in the insurance business. Monumental is licensed in all states except New York, the District of Columbia, Guam and Puerto Rico.

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

Separate Account VA DD

Established by the Company on July 16, 1990, the Separate Account operates under Iowa law.

 

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The Separate Account is a unit investment trust registered with the SEC under the Investment Company Act of 1940 (the “1940 Act”). Such registration does not signify that the SEC supervises the management or the investment practices or policies of the Separate Account.

The Company owns the assets of the Separate Account, and the obligations under the Contract are obligations of the Company. These assets are held separately from the other assets of the Company and are not chargeable with liabilities incurred in any other business operation of the Company (except to the extent that assets in the Separate Account exceed the reserves and other liabilities of the Separate Account). The Company will always keep assets in the Separate Account with a value at least equal to the total Accumulated Value under the Contracts. Income, gains, and losses incurred on the assets in the Separate Account, whether or not realized, are credited to or charged against the Separate Account without regard to other income, gains, or losses of the Company. Therefore, the investment performance of the Separate Account is entirely independent of the investment performance of the Company’s general account assets or any other separate account the Company maintains.

The Separate Account has various Subaccounts, each of which invests solely in a corresponding Portfolio of the Fund. Additional Subaccounts may be established at the Company’s discretion. The Separate Account meets the definition of a “separate account” under Rule 0-1(e)(1) of the 1940 Act.

Contract Owner (“You,” “Your”)

The Contract Owner is the person or persons designated as the Contract Owner in the Client Information Form to participate in the Contract. The term shall also include any person named as Joint Owner. A Joint Owner shares ownership in all respects with the Owner. The Owner has the right to assign ownership to a person or party other than himself.

Payee

The Payee is the Contract Owner, Annuitant, Beneficiary, or any other person, estate, or legal entity to whom benefits are to be paid.

Free Look Period

The Contract provides for a Free Look Period of at least 10 days after the Contract Owner receives the Contract (20 or more days in some instances as specified in your Contract) plus 5 days for mailing. The Contract Owner may cancel the Contract during the Free Look Period by returning it to Vanguard Annuity and Insurance Services, P.O. Box 1105, Valley Forge, PA 19482-1105. Upon cancellation, the Contract is treated as void from the Contract Date.

Withdrawals are not permitted during the Free Look Period.

Administrative Services

Vanguard, Vanguard Annuity and Insurance Services, 100 Vanguard Boulevard, Malvern, PA 19355, serves as Third Party Administrator of the contracts under an Administrative Services agreement with the Company.

Distributor of the Contracts

We have entered into a distribution arrangement with Vanguard, through its wholly owned subsidiary, Vanguard Marketing Corporation, which is the principal distributor of the Contract. In addition we and/or our affiliates paid Vanguard $150,000 in 2007 to assist with marketing expenses. During the fiscal year ended December 31, 2007, each Portfolio, except the Total Stock Market Index Portfolio, incurred distribution and marketing expenses representing 0.02% (0.03% for the REIT Index Portfolio) of each Portfolio’s average net assets. These expenses are guaranteed not to exceed 0.20% of each Portfolio’s average month-end net assets. The Total Stock Market Index Portfolio pays no direct expenses; the Portfolio, as a shareholder of the underlying Vanguard funds, will indirectly bear the costs associated with operating those funds.

 

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Table of Contents

A complete description of the services provided by Vanguard Marketing Corporation is found in the “Management of the Fund” section in the fund’s Statement of Additional Information. The principal business address for Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355-2331.

Voting Rights

The Fund does not hold regular meetings of shareholders. The trustees of the Fund may call special meetings of shareholders as the 1940 Act or other applicable law may require. To the extent required by law, the Company will vote the Portfolio shares held in the Separate Account at shareholder meetings of the Fund in accordance with instructions received from persons having voting interests in the corresponding Portfolio. The Company will vote Fund shares as to which no timely instructions are received and those shares held by the Company as to which Contract Owners have no beneficial interest in proportion to the voting instructions that are received with respect to all Contracts participating in that Portfolio. Voting instructions to abstain on any item to be voted upon will be applied on a pro rata basis to reduce the votes eligible to be cast.

Prior to the Income Date, the Contract Owner holds a voting interest in each Portfolio to which the Accumulated Value is allocated. The number of votes which are available to a Contract Owner will be determined by dividing the Accumulated Value attributable to a Portfolio by the net asset value per share of the applicable Portfolio. After the Income Date, the person receiving Annuity Payments under any variable Annuity Payment Option has the voting interest. The number of votes after the Income Date will be determined by dividing the reserve for such Contract allocated to the Portfolio by the net asset value per share of the corresponding Portfolio. After the Income Date, the votes attributable to a Contract decrease as the reserves allocated to the Portfolio decrease. In determining the number of votes, fractional shares will be recognized.

The number of votes of the Portfolio that are available will be determined as of the date established by that Portfolio for determining shareholders eligible to vote at the meeting of the Fund. Voting instructions will be solicited by written communication prior to such meeting in accordance with procedures established by the Fund. When we receive those instructions, we will vote all of the shares in proportion to those instructions. Accordingly, it is possible for a small number of Contract owners (assuming there is a quorum) to determine the outcome of a vote, especially if they have large Accumulated Values.

Additions, Deletions, or Substitutions of Investments

The Company retains the right, subject to any applicable law, to make certain changes. The Company reserves the right to eliminate the shares of any of the Portfolios and to substitute shares of another Portfolio of the Fund or of another registered open-end management investment company, if the shares of the Portfolios are no longer available for investment or if, in the Company’s judgment, investment in any Portfolio would be inappropriate in view of the purposes of the Separate Account. To the extent the 1940 Act requires, substitutions of shares attributable to a Contract Owner’s interest in a Portfolio will not be made until SEC approval has been obtained and the Contract Owner has been notified of the change.

The Company may establish new Portfolios when marketing, tax, investment, or other conditions so warrant. The Company will make any new Portfolios available to existing Contract Owners on a basis the Company will determine. The Company may also eliminate one or more Portfolios if marketing, tax, investment, or other conditions so warrant.

In the event of any such substitution or change, the Company may, by appropriate endorsement, make whatever changes in the Contracts may be necessary or appropriate to reflect such substitution or change. Furthermore, if deemed to be in the best interests of persons having voting rights under the Contracts, the Company may operate the Separate Account as a management company under the 1940 Act or any other form permitted by law, may deregister the Separate Account under the 1940 Act in the event such registration is no longer required, or may combine the Separate Account with one or more other separate accounts.

Financial Statements

The audited statutory-basis financial statements and schedules of the Company and the audited financial statements of the subaccounts of the Separate Account which are available for investment by Vanguard Variable Annuity Contract Owners (as well as the Report of Independent Registered Public Accounting Firm on them) are contained in the Statement of Additional Information.

Independent Registered Public Accounting Firm

Ernst & Young LLP serves as Independent Registered Public Accounting Firm for the Company and the subaccounts of the Separate Account which are available for investment by Vanguard Variable Annuity Owners and audits their financial statements annually.

Legal Proceedings

There are no legal proceedings to which the Separate Account is a party or to which the assets of the Separate Account are subject. Although the outcome of any litigation cannot be predicted with certainty, the Company believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Separate Account, on the ability of Vanguard Marketing Corporation to perform under its principal distribution agreement, or on the ability of the Company to meet its obligations under the Contract.

 

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Table of Contents

Table of Contents for the Vanguard Variable Annuity

Statement of Additional Information

Contents

The Contract

Computation of Variable Annuity Income Payments

Adjusted Partial Withdrawal

Exchanges

Joint Annuitant

General Matters

Non-Participating

Misstatement of Age or Sex

Assignment

Annuity Data

Annual Report

Incontestability

Ownership

Distribution of the Contract

Performance Information

Subaccount Inception Dates

Money Market Subaccount Yields

30-Day Yield for Non-Money Market Subaccounts

Standardized Average Annual Total Return

Additional Performance Measures

Non-Standardized Cumulative Total Return and Non-Standardized Average Annual Total Return

Non-Standardized Total Return Year-to-Date

Non-Standardized One Year Return

Safekeeping of Account Assets

Conflicts of Interest with Other Separate Accounts

Taxes

State Regulation of the Company

Records and Reports

Legal Matters

Independent Registered Public Accounting Firm

Other Information

Financial Statements

 

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Table of Contents

Appendix A

CONDENSED FINANCIAL INFORMATION

The Accumulation Unit Values and the number of Accumulation Units outstanding for each Subaccount are as follows:

 

For the period January 1, 1998 through December 31, 2007

     Money
Market
   Short-
Term
Investment-
Grade
   Total
Bond
Market
Index
   High
Yield
Bond
   Balanced    Equity
Income
   Diversified
Value

Accumulation unit value as of:

                    

12/31/1998*

   1.381    —      17.546    12.576    26.729    26.365    —  

12/31/1999

   1.447    10.180    17.343    12.892    27.774    25.617    8.662

12/31/2000

   1.536    10.974    19.237    12.579    30.541    28.424    10.879

12/31/2001

   1.596    11.790    20.754    12.942    31.781    27.324    10.918

12/31/2002

   1.618    12.488    22.400    13.098    29.537    23.481    9.333

12/31/2003

   1.630    12.892    23.231    15.262    35.471    29.131    12.201

12/31/2004

   1.646    13.119    24.135    16.513    39.356    32.911    14.653

12/31/2005

   1.693    13.374    24.640    16.917    41.918    34.171    15.722

12/31/2006

   1.773    13.989    25.642    18.261    48.045    41.119    18.633

12/31/2007

   1.861    14.788    27.332    18.562    51.906    42.856    19.309

Number of units outstanding as of:

                    

12/31/1998*

   387,603    —      18,252    10,817    21,507    15,409    —  

12/31/1999

   456,736    3,165    17,857    10,721    20,007    14,334    3,397

12/31/2000

   528,543    6,000    18,332    9,742    16,672    11,262    5,810

12/31/2001

   565,875    11,127    23,531    11,874    18,322    11,746    13,973

12/31/2002

   546,943    18,963    26,190    12,440    19,265    11,584    14,046

12/31/2003

   418,859    22,495    20,899    14,778    20,537    11,735    16,476

12/31/2004

   387,052    24,368    19,493    12,601    21,726    12,116    23,564

12/31/2005

   416,197    24,449    21,045    11,547    23,523    12,394    29,369

12/31/2006

   554,003    24,366    24,148    10,997    23,965    12,592    26,914

12/31/2007

   683,712    26,268    30,255    10,584    24,553    11,959    26,678

(Units are shown in thousands)

                    

 

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Table of Contents

For the period January 1, 1998 through December 31, 2007

     Total
Stock
Mkt.
Index
   Equity
Index
   Mid-
Cap
Index
   Growth    Capital
Growth
   Small
Company
Growth
   International    REIT
Index

Accumulation unit value as of:

                       

12/31/1998*

   —      37.565    —      33.697    —      11.792    16.226    —  

12/31/1999

   —      45.300    12.454    41.101    —      18.957    20.265    9.738

12/31/2000

   —      41.052    14.640    32.753    —      21.872    18.834    12.251

12/31/2001

   —      35.987    14.510    22.246    —      23.013    15.272    13.691

12/31/2002

   —      27.936    12.339    14.211    —      17.420    12.596    14.124

12/31/2003

   12.559    35.781    16.492    17.870    12.739    24.501    16.939    19.078

12/31/2004

   14.093    39.528    19.783    19.109    14.940    28.165    20.168    24.824

12/31/2005

   14.911    41.299    22.480    21.241    16.039    29.838    22.386    27.679

12/31/2006

   17.175    47.643    25.495    21.583    17.850    32.786    29.553    37.236

12/31/2007

   18.008    50.057    26.980    23.717    20.018    33.920    34.596    30.962

Number of units outstanding as of:

                       

12/31/1998*

   —      28,884    —      23,656    —      11,841    14,564    —  

12/31/1999

   —      33,247    5,746    26,900    —      14,077    15,970    2,281

12/31/2000

   —      31,161    13,486    27,577    —      19,483    17,227    4,174

12/31/2001

   —      29,786    16,068    23,721    —      19,007    14,988    6,433

12/31/2002

   —      28,067    17,688    19,903    —      18,622    14,564    10,127

12/31/2003

   10,334    28,896    18,660    19,387    4,000    20,365    16,374    11,626

12/31/2004

   16,523    27,571    19,779    17,187    9,427    19,702    20,581    12,601

12/31/2005

   19,255    24,890    21,707    16,123    9,052    17,595    23,947    11,547

12/31/2006

   21,518    22,231    20,394    14,113    11,243    16,407    27,348    11,653

12/31/2007

   24,088    20,889    19,766    12,987    12,579    14,563    31,499    8,237

(Units are shown in thousands)

                    

 

* Date of commencement of operations for the Total Bond Market Index and Equity Index Subaccounts was April 29, 1991, for the Money Market Subaccount was May 2, 1991, for the Balanced Subaccount was May 23, 1991, for the Equity Income and Growth Subaccounts was June 7, 1993, for the International Subaccount was June 3, 1994, for the High Yield Bond and Small Company Growth Subaccounts was June 3, 1996, for the Short-Term Investment-Grade, Diversified Value, Mid-Cap Index, and REIT Index Subaccounts was February 8, 1999, and for the Total Stock Market Index and Capital Growth Subaccounts was May 1, 2003.

 

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Table of Contents

Appendix B

VANGUARD GLWB RIDER - ADJUSTED PARTIAL WITHDRAWALS

When a withdrawal is taken, two parts of the guaranteed lifetime withdrawal benefit can be affected:

 

1. Total Withdrawal Base (“TWB”)

 

2. Maximum Annual Withdrawal Amount (“MAWA”)

Total Withdrawal Base. Gross partial withdrawals in a rider year up to the rider withdrawal amount will not reduce the total withdrawal base. Gross partial withdrawals in a rider year in excess of the rider withdrawal amount will reduce the total withdrawal base by an amount equal to the greater of:

 

 

the excess gross partial withdrawal amount; and

 

 

a pro rata amount, the result of (A / B) * C, where:

 

  A) is the excess gross partial withdrawal (the amount in excess of the guaranteed maximum annual withdrawal amount remaining prior to the withdrawal);

 

  B) is the Accumulated Value after the maximum annual withdrawal amount has been withdrawn, but prior to the withdrawal of the excess amount; and

 

  C) is the total withdrawal base before the withdrawal of the excess amount.

The following demonstrates, on a purely hypothetical basis, the effects of partial withdrawals under this guaranteed lifetime withdrawal benefit.

Example 1 (Base):

Assumptions:

 

 

Total Withdrawal Base (“TWB”) = $100,000

 

 

Maximum Annual Withdrawal Amount (“MAWA”) = 5% withdrawal would be $5,000 (5% of the current $100,000 total withdrawal base)

 

 

Gross partial withdrawal (“GPWD”) = $5,000

 

 

Excess withdrawal (“EWD”) = None

 

 

Accumulated Value (“AV”) = $100,000

 

 

You = owner and annuitant, age 66 at time withdrawals begin, which means withdrawal percentage is 5%.

Question: Is any portion of the withdrawal greater than the maximum annual withdrawal amount?

No. There is no excess withdrawal under the rider since no more than $5,000 is withdrawn.

Result: In this example, because no portion of the withdrawal was in excess of $5,000, the total withdrawal base does not change.

Example 2 (Excess Withdrawal):

Assumptions:

 

 

TWB = $100,000

 

 

MAWA = 5% withdrawal would be $5,000 (5% of the current $100,000 total withdrawal base)

 

 

GPWD = $7,000

 

 

EWD = $2,000 ($7,000 - $5,000)

 

 

AV = $90,000

 

 

You = owner and annuitant, age 66 at time withdrawals begin, which means withdrawal percentage is 5%.

Result. For the guaranteed lifetime withdrawal benefit, because there was an excess withdrawal amount, the total withdrawal base needs to be adjusted and a new lower maximum annual withdrawal amount calculated. Had the withdrawal for this example not been more than $5,000, the total withdrawal base would remain at $100,000 and the maximum annual withdrawal amount would be $5,000. However, because an excess withdrawal has been taken, the total withdrawal base is also reduced (this is the amount the 5% is based on).

New total withdrawal base:

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

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

1. The formula is (EWD / (AV - 5% withdrawal)) * TWB before any adjustments

2. ($2,000 / ($90,000 - $5,000)) * $100,000 = $2,353

Step Three. Which is larger, the actual $2,000 excess withdrawal or the $2,352.94 pro rata amount? $2,352.94 pro rata amount.

Step Four. What is the new total withdrawal base upon which the maximum annual withdrawal amount is based? $100,000 - $2,352.94 = $97,647

Result. The new total withdrawal base is $97,647

New maximum annual withdrawal amount:

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

Question: What is the new maximum annual withdrawal amount?

$97,647.06 (the adjusted total withdrawal base) * 5% = $4,882

Result. Going forward, the maximum you can take out in a year without causing an excess withdrawal and further reduction of the total withdrawal base is $4,882 (assuming your total withdrawal base doesn’t increase in the future).

 

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LOGO


Table of Contents

The information in this Statement of Additional Information is not complete and may be changed. This Statement of Additional Information is contained in a registration statement filed with the Securities and Exchange Commission and we may not sell these securities until that registration statement is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

STATEMENT OF ADDITIONAL INFORMATION (Subject to Completion, Issued February 9, 2009

SEPARATE ACCOUNT VA DD

STATEMENT OF ADDITIONAL INFORMATION

FOR THE

VANGUARD VARIABLE ANNUITY

OFFERED BY

MONUMENTAL LIFE INSURANCE COMPANY

(AN IOWA STOCK COMPANY)

ADMINISTRATIVE OFFICES

4333 EDGEWOOD ROAD NE

CEDAR RAPIDS, IOWA 52499

This Statement of Additional Information expands upon subjects discussed in the current Prospectus for the Vanguard Variable Annuity (the “Contract”) offered by Monumental Life Insurance Company (the “Company”). You may obtain a copy of the Prospectus dated May 1, 2009 by calling 800-522-5555, or writing to Vanguard Annuity and Insurance Services, P.O. Box 1105, Valley Forge, PA 19482-1105. Terms used in the current Prospectus for the Contract are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

May 1, 2009

 

TABLE OF CONTENTS

   PAGE

THE CONTRACT

   B-2

Computation of Variable Annuity Income Payments

   B-2

Adjusted Partial Withdrawal

   B-2

Exchanges

   B-3

Joint Annuitant

   B-3

GENERAL MATTERS

   B-4

Non-Participating

   B-4

Misstatement of Age or Sex

   B-4

Assignment

   B-4

Annuity Data

   B-4

Annual Report

   B-4

Incontestability

   B-4

Ownership

   B-4

DISTRIBUTION OF THE CONTRACT

   B-5

PERFORMANCE INFORMATION

   B-5

Subaccount Inception Dates

   B-5

Money Market Subaccount Yields

   B-5

30-Day Yield for Non-Money Market Subaccounts

   B-6

Standardized Average Annual Total Return

   B-6

ADDITIONAL PERFORMANCE MEASURES

   B-8

Non-Standardized Cumulative Total Return and Non-Standardized Average Annual Total Return

   B-8

Non-Standardized Total Return Year-to-Date

   B-10

Non-Standardized One Year Return

   B-10

SAFEKEEPING OF ACCOUNT ASSETS

   B-12

CONFLICTS OF INTEREST WITH OTHER SEPARATE ACCOUNTS

   B-12

TAXES

   B-12

STATE REGULATION OF THE COMPANY

   B-12

RECORDS AND REPORTS

   B-12

LEGAL MATTERS

   B-13

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   B-13

OTHER INFORMATION

   B-13

FINANCIAL STATEMENTS

   B-13

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Table of Contents

THE CONTRACT

In order to supplement the description in the Prospectus, the following provides additional information about the Contract which may be of interest to Contract Owners.

Computation of Variable Annuity Income Payments

Variable Annuity Income Payments are computed as follows. First, the Accumulated Value (or the portion of the Accumulated Value used to provide variable payments) is applied under the Annuity Table contained in the Contract corresponding to the Annuity Option elected by the Contract Owner and based on an assumed interest rate of 4%. This will produce a dollar amount which is the first monthly payment.

The amount of each Annuity Payment after the first is determined by means of Annuity Units. The number of Annuity Units is determined by dividing the first Annuity Payment by the Annuity Unit value for the selected Subaccount ten Business Days prior to the Income Date. The number of Annuity Units for the Subaccount then remains fixed, unless an exchange of Annuity Units (as set forth below) is made. After the first Annuity Payment, the dollar amount of each subsequent Annuity Payment is equal to the number of Annuity Units multiplied by the Annuity Unit value for the Subaccount ten Business Days before the due date of the Annuity Payment.

The Annuity Unit value for each Subaccount was initially established at $10.00 on the day money was first deposited in that Subaccount. The Annuity Unit value for any subsequent Business Day is equal to (a) times (b) times (c), where:

 

  (a) the Annuity Unit value for the immediately preceding Business Day;

 

  (b) the Net Investment Factor for the day;

 

  (c) the investment result adjustment factor (0.99989255 per day), which recognizes an assumed interest rate of 4% per year used in determining the Annuity Payment amounts.

The Net Investment Factor is a factor applied to a Subaccount that reflects daily changes in the value of the Subaccount due to:

 

  (a) any increase or decrease in the value of the Subaccount due to investment results;

 

  (b) a daily charge for the mortality and expense risks assumed by the Company corresponding to an annual rate of 0.20%;

 

  (c) a daily charge for the cost of administering the Contract corresponding to an annual charge of 0.10%; and

 

  (d) a charge of $25 for maintenance of Contracts valued at less than $25,000 at time of initial purchase and in each subsequent year if the Accumulated Value remains below $25,000.

The Annuity Tables contained in the NA100A Contract are based on the 1983 Table “A” Mortality Table projected for mortality improvement to the year 2000 using Projection Scale G and an interest rate of 4% a year; except that in Massachusetts and Montana, the Annuity Tables contained in the Contract are based on a 60% female/40% male blending of the above, for all annuitants of either gender.

The Annuity Tables contained in the VVAP U 1001 Contract are based on a 4% effective annual Assumed Investment Return and the “Annuity 2000” (male, female, and unisex if required by law) mortality table projected for improvement using projection scale G (50% of G for females, 100% of G for males) with an assumed commencement date of 2005. Age adjustments apply for annuitizations after 2010. Unisex factors assume a 70% female, 30% male mix.

Adjusted Partial Withdrawal

The Adjusted Partial Withdrawal is the total amount the Death Benefit is adjusted as a result of any Partial Withdrawals taken from the Contract. It adjusts the Death Benefit in proportion to its relationship to the Accumulated Value of the Contract and the amount of the Partial Withdrawal. The Death Benefit is calculated by subtracting the Adjusted Partial Withdrawal amount from the Death Benefit amount prior to the Partial Withdrawal. The formula is as follows:

(a) divided by (b) = (c); (c) multiplied by (d) = Adjusted Partial Withdrawal amount

 

B-2


Table of Contents

Where:

(a) = Death Benefit prior to the Partial Withdrawal;

(b) = Accumulated Value of the Contract prior to the Partial Withdrawal;

(c) = Adjustment factor;

(d) = Amount of Partial Withdrawal

Without application of the Adjusted Partial Withdrawal amount, the Company has the risk in a down market that a Contract Owner may withdraw most of his or her Accumulated Value and leave a sizable guaranteed minimum Death Benefit under the Return of Premium Death Benefit or Annual Step-up Death Benefit Riders. For example, suppose $100,000 is invested in the Contract with a Return of Premium Death Benefit elected and the market subsequently drops to $50,000. Without the Adjusted Partial Withdrawal, the Contract Owner could withdraw $49,000 and purchase a different annuity contract, leaving only $1,000 invested in the Contract with a $51,000 Death Benefit. The Company would retain a future Death Benefit liability with almost no money invested in the Contract to permit the Company to recover that future expense. The Adjusted Partial Withdrawal allows the Company to eliminate the risk described. In the foregoing example, the Contract Owner would only have a $2,000 Death Benefit after the withdrawal.

Conversely, in an up market, the Adjusted Partial Withdrawal will lower the guaranteed Death Benefit by an amount less than amount actually withdrawn. The Company would retain a future Death Benefit liability with no additional risk. Using the example above, assume the market subsequently rose to $150,000. Without the Adjusted Partial Withdrawal, the Contract Owner withdraws $50,000 and would have a guaranteed minimum Death Benefit remaining of $50,000. However, using the Adjusted Partial Withdrawal, the remaining guaranteed minimum Death Benefit would be $66,666.67.

Exchanges

After the Income Date, if a Variable Annuity Option has been chosen, the Contract Owner may, by making written request or by calling Vanguard Annuity and Insurance Services, exchange the current value of the existing Subaccount to Annuity Units of any other Subaccount then available. The request for the exchange must be received, however, at least 10 Business Days prior to the first payment date on which the exchange is to take effect. This exchange shall result in the same dollar amount of Annuity Payment on the date of exchange. The Contract Owner is limited to two substantive exchanges (at least 30 days apart) from a Portfolio (except the Money Market Portfolio) in any Contract Year, and the value of the Annuity Units exchanged must provide a monthly Annuity Payment of at least $100 at the time of the exchange. “Substantive” means a dollar amount that The Vanguard Group, Inc. determines, in its sole discretion, could adversely affect management of the Fund.

Exchanges will be made using the Annuity Unit value for the Subaccounts on the date the request for exchange is received by the Company. On the exchange date, the Company will establish a value for the current Subaccount by multiplying the Annuity Unit value by the number of Annuity Units in the existing Subaccount, and compute the number of Annuity Units for the new Subaccount by dividing the Annuity Unit value of the new Subaccount into the value previously calculated for the existing Subaccount.

Joint Annuitant

The Contract Owner may, in the Client Information Form or by written request at least 30 days prior to the Income Date, name a Joint Annuitant. Such Joint Annuitant must meet the Company's underwriting requirements. If approved by the Company, the Joint Annuitant shall be named on the Contract Schedule or added by endorsement. An Annuitant or Joint Annuitant may not be replaced.

The Income Date shall be determined based on the date of birth of the Annuitant. If the Annuitant or Joint Annuitant dies prior to the Income Date, the survivor shall be the sole Annuitant. Another Joint Annuitant may not be designated. Payment to a Beneficiary shall not be made until the death of the surviving Annuitant.

 

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Table of Contents

GENERAL MATTERS

Non-Participating

The Contracts are non-participating. No dividends are payable and the Contracts will not share in the profits or surplus earnings of the Company.

Misstatement of Age or Sex

Depending on the state of issue of a Contract, the Company may require proof of age and/or sex before making Annuity Payments. If the Annuitant's stated age, sex or both in the Contract are incorrect, the Company will change the Annuity Benefits payable to those which the Premium Payments would have purchased for the correct age and sex. In the case of correction of the stated age or sex after payments have commenced, the Company will: (1) in the case of underpayment, pay the full amount due with the next payment; or (2) in the case of overpayment, deduct the amount due from one or more future payments.

Assignment

Any Nonqualified Contract may be assigned by the Contract Owner prior to the Income Date and during the Annuitant’s lifetime. The Company is not responsible for the validity of any assignment. No assignment will be recognized until the Company receives written notice thereof. The interest of any Beneficiary which the assignor has the right to change shall be subordinate to the interest of an assignee. Any amount paid to the assignee shall be paid in one sum, notwithstanding any settlement agreement in effect at the time assignment was executed. The Company shall not be liable as to any payment or other settlement made by the Company before receipt of written notice.

Annuity Data

The Company will not be liable for obligations which depend on receiving information from a Payee until such information is received in a form satisfactory to the Company.

Annual Report

Once each Contract Year, the Company will send the Contract Owner an annual report of the current Accumulated Value allocated to each Subaccount; and any Premium Payments, charges, exchanges or withdrawals during the year. This report will also give the Contract Owner any other information required by law or regulation. The Contract Owner may ask for a report like this at any time.

Incontestability

This Contract is incontestable from the Contract Date, subject to the “Misstatement of Age or Sex” or “Misstatement of Age” provision.

Ownership

The Owner of the Contract on the Contract Date is the Annuitant, unless otherwise specified in the Client Information Form. The Owner may specify a new Owner by written notice at any time thereafter. The term Owner also includes any person named as a Joint Owner. A Joint Owner shares ownership in all respects with the Owner. During the Annuitant’s lifetime all rights and privileges under this Contract may be exercised solely by the Owner. Upon the death of the Owner(s), Ownership is retained by the surviving Joint Owner or passes to the Owner’s Designated Beneficiary, if one has been designated by the Owner. If no Owner's Designated Beneficiary is designated or if no Owner’s Designated Beneficiary is living, the Owner’s Designated Beneficiary is the Owner's estate. From time to time the Company may require proof that the Owner is still living.

 

B-4


Table of Contents

DISTRIBUTION OF THE CONTRACT

We have entered into a distribution arrangement with The Vanguard Group, Inc., through its wholly owned subsidiary, Vanguard Marketing Corporation, the principal distributor of the Contract. During the fiscal year ended December 31, 2008, each Portfolio, except the Total Stock Market Index Portfolio, incurred distribution and marketing expenses representing 0.02% of each Portfolio’s average net assets. These expenses are guaranteed not to exceed 0.20% of 0.01% of each Portfolio’s average month-end net assets. A complete description of the services provided by Vanguard Marketing Corporation is found in the “Management of the Fund” section in the Fund’s Statement of Additional Information. The principal business address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355-2331.

PERFORMANCE INFORMATION

Performance information for the Subaccounts, including the yield and effective yield of the Money Market Subaccount, the yield of the remaining Subaccounts, and the total return of all Subaccounts, may appear in reports or promotional literature to current or prospective Contract Owners.

Subaccount Inception Dates

Where applicable, the following Subaccount inception dates are used in the calculation of performance figures: April 29, 1991 for the Equity Index Subaccount and the Total Bond Market Index Subaccount; May 2, 1991 for the Money Market Subaccount; May 23, 1991 for the Balanced Subaccount; June 7, 1993 for the Equity Income Subaccount and the Growth Subaccount; June 3, 1994 for the International Subaccount; June 3, 1996 for the High Yield Bond Subaccount and the Small Company Growth Subaccount; February 8, 1999 for the Diversified Value Subaccount and the Short-Term Investment-Grade Subaccount; February 9, 1999 for the Mid-Cap Index Subaccount and the REIT Index Subaccount; and May 1, 2003 for the Total Stock Market Index Subaccount and the Capital Growth Subaccount.

The underlying series of Vanguard Variable Insurance Fund in which the Mid-Cap Index Subaccount and the REIT Index Subaccount invest commenced operations on February 8, 1999 (and sold shares to these subaccounts on that day), but they held all of their assets in money market instruments until February 9, 1999, when performance measurement begins.

Money Market Subaccount Yields

Current yield for the Money Market Subaccount will be based on the change in the value of a hypothetical investment (exclusive of capital changes) over a particular 7-day period, less a pro-rata share of Subaccount expenses accrued over that period (the “base-period”), and stated as a percentage of the investment at the start of the base period (the “base period return”). The base period return is then annualized by multiplying by 365/7, with the resulting yield figure carried to at least the nearest hundredth of one percent.

Calculation of “effective yield” begins with the same “base period return” used in the calculation of yield, which is then annualized to reflect weekly compounding pursuant to the following formula:

Effective Yield = [(Base Period Return +1)365/7] -1

The yield of the Money Market Subaccount for the 7-day period ended December 31, 2008, was             %.

 

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30-Day Yield for Non-Money Market Subaccounts

Quotations of yield for the remaining Subaccounts will be based on all investment income per Unit earned during a particular 30-day period, less expenses accrued during the period (“net investment income”), and will be computed by dividing net investment income by the value of a Unit on the last day of the period, according to the following formula:

YIELD = 2[(a - b + 1)6 -1]

    c x d

Where:

 

  [a] equals the net investment income earned during the period by the Series attributable to shares owned by a Subaccount

 

  [b] equals the expenses accrued for the period (net of reimbursements)

 

  [c] equals the average daily number of Units outstanding during the period

 

  [d] equals the maximum offering price per Accumulation Unit on the last day of the period

Yield on the Subaccount is earned from the increase in net asset value of shares of the Series in which the Subaccount invests and from dividends declared and paid by the Series, which are automatically reinvested in shares of the Series.

The yield of each Subaccount for the 30-day period ended December 31, 2008, is set forth below. Yields are calculated daily for each Subaccount. Premiums and discounts on asset-backed securities are not amortized.

 

Short-Term Investment-Grade Subaccount

   4.52 %

Total Bond Market Index Subaccount

   4.40 %

High Yield Bond Subaccount

   7.74 %

Balanced Subaccount

   2.81 %

Equity Income Subaccount

   2.69 %

Diversified Value Subaccount

   2.32 %

Total Stock Market Index Subaccount

   1.21 %

Mid-Cap Index Subaccount

   0.86 %

Equity Index Subaccount

   1.58 %

Growth Subaccount

   0.34 %

Capital Growth Subaccount

   0.49 %

Small Company Growth Subaccount

   0.00 %

International Subaccount

   —    

REIT Index Subaccount

   4.63 %*

 

* This dividend yield includes some payments that represent a return of capital by underlying REITs. The amount of the return of capital is determined by each REIT only after its fiscal year-end.

Standardized Average Annual Total Return

When advertising performance of the Subaccounts, the Company will show the “Standardized Average Annual Total Return,” calculated as prescribed by the rules of the SEC, for each Subaccount. The Standardized Average Annual Total Return is the effective annual compounded rate of return that would have produced the cash redemption value over the stated period had the performance remained constant throughout. The calculation assumes a single $1,000 payment made at the beginning of the period and full redemption at the end of the period. It reflects the deduction of all applicable sales loads or sales charges, the Annual Contract Maintenance Fee and all other Portfolio, Separate Account and Contract level charges except Premium Taxes, if any. In calculating performance information, the Annual Contract Maintenance Fee is reflected as a percentage equal to the total amount of fees collected during a year divided by the total average net assets of the Portfolios during the same year. The fee is assumed to remain the same in each year of the applicable period. The fee is prorated to reflect only the remaining portion of the calendar year of purchase. Thereafter, the fee is deducted annually.

 

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Quotations of average annual total return for any Subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a Contract over a period of one, three, five and 10 years (or, if less, up to the life of the Subaccount) and year-to-date, six months to date, month-to-date, and quarter-to-date, calculated pursuant to the formula:

P(1 + T)n = ERV

Where:

 

  (1) [P] equals a hypothetical Initial Premium Payment of $1,000

 

  (2) [T] equals an average annual total return

 

  (3) [n] equals the number of years

 

  (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 Premium Payment made at the beginning of the period (or fractional portion thereof)

The following tables show the average annual total return for the Subaccounts for the period beginning at the inception of each Subaccount and ending on December 31, 2008.

Standardized Average Annual Total Return

For Period Ending December 31, 2008

Annual Step-Up Death Benefit Option

(Total Annual Separate Account Expenses: 0.42%)

 

     1 Year     3 years     5 Years     10 Years     Year to
Date
    Year
Ended
12/31/07
    Since
Subaccount
Inception*
 

Money Market Subaccount

   4.80 %   4.05 %   2.70 %   3.41 %   4.80 %   4.80 %   3.65 %

Short Term Investment-Grade Subaccount

   5.59 %   3.95 %   3.31 %   —       5.59 %   5.59 %   4.37 %

Total Bond Market Index Subaccount

   6.54 %   4.11 %   3.93 %   5.23 %   6.54 %   6.54 %   6.07 %

High Yield Bond Subaccount

   1.53 %   3.85 %   7.09 %   4.21 %   1.53 %   1.53 %   5.36 %

Balanced Subaccount

   7.91 %   9.54 %   11.80 %   7.91 %   7.91 %   7.91 %   10.28 %

Equity Income Subaccount

   4.10 %   9.07 %   12.66 %   6.52 %   4.10 %   4.10 %   10.37 %

Diversified Value Subaccount

   3.50 %   9.51 %   15.52 %   —       3.50 %   3.50 %   7.55 %

Total Stock Market Index Subaccount

   4.73 %   8.39 %   —       —       4.73 %   4.73 %   13.29 %

Equity Index Subaccount

   4.94 %   8.07 %   12.24 %   5.37 %   4.94 %   4.94 %   9.99 %

Mid-Cap Index Subaccount

   5.70 %   10.77 %   16.80 %   —       5.70 %   5.70 %   11.68 %

Growth Subaccount

   9.76 %   7.34 %   10.65 %   -0.27 %   9.76 %   9.76 %   5.96 %

Capital Growth Subaccount

   12.02 %   10.12 %   —       —       12.02 %   12.02 %   15.89 %

Small Company Growth Subaccount

   3.33 %   6.27 %   14.13 %   11.82 %   3.33 %   3.33 %   11.00 %

International Subaccount

   16.94 %   19.58 %   22.26 %   9.57 %   16.94 %   16.94 %   9.43 %

REIT Index Subaccount

   - 16.97 %   7.51 %   16.86 %   —       -16.97 %   -16.97 %   13.42 %

 

* Refer to “Subaccount Inception Dates” under the “PERFORMANCE INFORMATION” section of this Statement of Additional Information.

 

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All total return figures reflect the deduction of the administrative charge, and the mortality and expense risk charge. The SEC requires that an assumption be made that the Contract Owner surrenders the entire Contract at the end of the 1-, 5- and 10-year periods (or, if less, up to the life of the Subaccount) for which performance is required to be calculated.

Performance information for a Subaccount may be compared, in reports and promotional literature, to: (i) the Standard & Poor’s 500 Stock Index (“S&P 500”), Dow Jones Industrial Average (“DJIA”), Donoghue Money Market Institutional Averages, or other indices that measure performance of a pertinent group of securities so that investors may compare a Subaccount's results with those of a group of securities widely regarded by investors as representative of the securities markets in general; (ii) other groups of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services, a widely-used independent research firm which ranks mutual funds and other investment companies by overall performance, investment objectives, and assets, or tracked by other services, companies, publications, or persons who rank such investment companies on overall performance or other criteria; and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Contract. Unmanaged indices may assume the reinvestment of dividends but generally do not reflect deductions for administrative and management costs and expenses.

Performance information for any Subaccount reflects only the performance of a hypothetical Contract under which Accumulation Value is allocated to a Subaccount during a particular time period on which the calculations are based. Performance information should be considered in light of the investment objectives and policies, characteristics and quality of the portfolio of the Fund in which the Subaccount invests, and the market conditions during the given time period, and should not be considered as a representation of what may be achieved in the future.

Reports and marketing materials may, from time to time, include information concerning the rating of Monumental Life Insurance Company as determined by A.M. Best, Moody's, Standard & Poor’s or other recognized rating services. Reports and promotional literature may also contain other information including (i) the ranking of any Subaccount derived from rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by other rating services, companies, publications, or other persons who rank separate accounts or other investment products on overall performance or other criteria, and (ii) the effect of tax deferred compounding on a Subaccount’s investment returns, or returns in general, which may be illustrated by graphs, charts, or otherwise, and which may include a comparison, at various points in time, of the return from an investment in a Contract (or returns in general) on a tax-deferred basis (assuming one or more tax rates) with the return on a taxable basis.

ADDITIONAL PERFORMANCE MEASURES

Non-Standardized Cumulative Total Return and Non-Standardized Average Annual Total Return

The Company may show a Non-Standardized Cumulative Total Return (i.e., the percentage change in the value of an Accumulation Unit) for one or more Subaccounts with respect to one or more periods. The Company may also show Non-Standardized Average Annual Total Return (i.e., the average annual change in Accumulation Unit Value) with respect to one or more periods. For one year and periods less than one year, the Non- Standardized Cumulative Total Return and the Non-Standardized Average Annual Total Return are effective annual rates of return and are equal. For periods greater than one year, the Non-Standardized Average Annual Total Return is the effective annual compounded rate of return for the periods stated. Because the value of an Accumulation Unit reflects the Separate Account and Portfolio expenses (see Fee Table in the Prospectus), the Non-Standardized Cumulative Total Return and Non-Standardized Average Annual Total Return also reflect these expenses. However, these percentages do not reflect the Annual Contract Maintenance Fee or Premium Taxes (if any), which, if included, would reduce the percentages reported by the Company.

 

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Non-Standardized Cumulative Total Return

For Period Ending 12/31/2008

Annual Step-Up Death Benefit Option

(Total Annual Separate Account Expenses: 0.42%)

 

     Month
to date
    Quarter
to date
    6 Months
to date
    One
Year
    Since
Subaccount
Inception*
 

Money Market Subaccount

   0.36 %   1.16 %   2.37 %   4.81 %   82.52 %

Short-Term Investment-Grade Subaccount

   0.06 %   1.78 %   3.64 %   5.59 %   46.37 %

Total Bond Market Index Subaccount

   0.23 %   2.93 %   5.85 %   6.55 %   168.20 %

High Yield Bond Subaccount

   0.33 %   -1.07 %   -0.09 %   1.53 %   83.19 %

Balanced Subaccount

   -0.51 %   -0.92 %   1.90 %   7.92 %   409.69 %

Equity Income Subaccount

   -1.13 %   -3.90 %   -2.04 %   4.10 %   321.72 %

Diversified Value Subaccount

   -3.00 %   -6.04 %   -6.14 %   3.50 %   91.15 %

Total Stock Market Index Subaccount

   -0.71 %   -3.64 %   -2.32 %   4.73 %   79.17 %

Equity Index Subaccount

   -0.74 %   -3.47 %   -1.61 %   4.95 %   391.41 %

Mid-Cap Index Subaccount

   -0.03 %   -3.53 %   -4.53 %   5.70 %   167.15 %

Growth Subaccount

   -0.10 %   -1.88 %   3.16 %   9.77 %   133.16 %

Capital Growth Subaccount

   0.18 %   -0.59 %   3.13 %   12.02 %   99.18 %

Small Company Growth Subaccount

   -0.64 %   -4.58 %   -5.18 %   3.34 %   234.93 %

International Subaccount

   -1.89 %   -0.48 %   4.21 %   16.94 %   240.76 %

REIT Index Subaccount

   -5.15 %   -12.99 %   -11.08 %   -16.97 %   206.66 %

 

* Refer to “Subaccount Inception Dates” under the “PERFORMANCE INFORMATION” section of this Statement of Additional Information.

Non-Standardized Average Annual Total Returns

For Period Ending 12/31/2008

Annual Step-Up Death Benefit Option

(Total Annual Separate Account Expenses: 0.42%)

 

     One Year     Three Year     Five Year     Since
Subaccount
Inception*
 

Money Market Subaccount

   4.81 %   4.06 %   2.71 %   3.68 %

Short-Term Investment-Grade Subaccount

   5.59 %   3.95 %   3.32 %   4.38 %

Total Bond Market Index Subaccount

   6.55 %   4.11 %   3.94 %   6.10 %

High Yield Bond Subaccount

   1.53 %   3.86 %   7.10 %   5.37 %

Balanced Subaccount

   7.92 %   9.55 %   11.82 %   10.30 %

Equity Income Subaccount

   4.10 %   9.08 %   12.67 %   10.38 %

Diversified Value Subaccount

   3.50 %   9.51 %   15.53 %   7.56 %

Total Stock Market Index Subaccount

   4.73 %   8.40 %   —       13.31 %

Equity Index Subaccount

   4.95 %   8.07 %   12.25 %   10.02 %

Mid-Cap Index Subaccount

   5.70 %   10.77 %   16.81 %   11.69 %

Growth Subaccount

   9.77 %   7.35 %   10.67 %   5.98 %

Capital Growth Subaccount

   12.02 %   10.12 %   —       15.90 %

Small Company Growth Subaccount

   3.34 %   6.27 %   14.14 %   11.01 %

International Subaccount

   16.94 %   19.59 %   22.27 %   9.45 %

REIT Index Subaccount

   -16.97 %   7.52 %   16.88 %   13.43 %

 

* Refer to “Subaccount Inception Dates” under the “PERFORMANCE INFORMATION” section of this Statement of Additional Information.

 

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Non-Standardized Total Return Year-to-Date

The Company may show Non-Standardized Total Return Year-to-Date as of a particular date, or simply Total Return YTD, for one or more Subaccounts with respect to one or more non-standardized base periods commencing at the beginning of a calendar year. Total Return YTD figures reflect the percentage change in actual Accumulation Unit Values during the relevant period. These percentages reflect a deduction for the Separate Account and Portfolio expenses, but do not include the Annual Contract Maintenance Fee or Premium Taxes (if any), which, if included, would reduce the percentages reported by the Company.

Non-Standardized Total Return Year-to-Date

For Period Ending 12/31/2008

Annual Step-Up Death Benefit Option

(Total Annual Separate Account Expenses: 0.42%)

 

     Total Return YTD
as of 12/31/2008
 

Money Market Subaccount

   4.81 %

Short-Term Investment-Grade Subaccount

   5.59 %

Total Bond Market Index Subaccount

   6.55 %

High Yield Bond Subaccount

   1.53 %

Balanced Subaccount

   7.92 %

Equity Income Subaccount

   4.10 %

Diversified Value Subaccount

   3.50 %

Total Stock Market Index Subaccount

   4.73 %

Equity Index Subaccount

   4.95 %

Mid-Cap Index Subaccount

   5.70 %

Growth Subaccount

   9.77 %

Capital Growth Subaccount

   12.02 %

Small Company Growth Subaccount

   3.34 %

International Subaccount

   16.94 %

REIT Index Subaccount

   -16.97 %

Non Standardized One Year Return

The Company may show Non-Standardized One Year Return, for one or more Subaccounts with respect to one or more non-standardized base periods commencing at the beginning of a calendar year (or date of inception, if during the relevant year) and ending at the end of such calendar year. One Year Return figures reflect the percentage change in actual Accumulation Unit Values during the relevant period. These percentages reflect a deduction for the Separate Account and Portfolio expenses, but do not include the Annual Contract Maintenance Fee or Premium Taxes (if any), which if included would reduce the percentages reported by the Company.

 

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Non-Standardized One Year Return

Annual Step-Up Death Benefit Option

(Total Annual Separate Account Expenses: 0.42%)

 

     2004     2005     2006     2007  

Money Market Subaccount

   0.84 %   2.75 %   4.61 %   4.81 %

Short-Term Investment-Grade Subaccount

   1.64 %   1.92 %   4.48 %   5.59 %

Total Bond Market Index Subaccount

   3.77 %   1.98 %   3.87 %   6.55 %

High Yield Bond Subaccount

   8.09 %   2.33 %   7.83 %   1.53 %

Balanced Subaccount

   10.82 %   6.41 %   14.50 %   7.92 %

Equity Income Subaccount

   12.84 %   3.72 %   20.22 %   4.10 %

Diversified Value Subaccount

   19.96 %   7.19 %   18.40 %   3.50 %

Total Stock Market Index Subaccount

   12.08 %   5.71 %   15.06 %   4.73 %

Equity Index Subaccount

   10.34 %   4.37 %   15.24 %   4.95 %

Mid-Cap Index Subaccount

   19.81 %   13.55 %   13.29 %   5.70 %

Growth Subaccount

   6.80 %   11.07 %   1.49 %   9.77 %

Capital Growth Subaccount

   17.13 %   7.26 %   11.17 %   12.02 %

Small Company Growth Subaccount

   14.82 %   5.84 %   9.76 %   3.34 %

International Subaccount

   18.92 %   15.89 %   26.25 %   16.94 %

REIT Index Subaccount

   29.97 %   11.41 %   34.41 %   -16.97 %

 

     2003     2002     2001     2000     1999     1998  

Money Market Subaccount

   0.59 %   1.38 %   3.92 %   6.04 %   4.75 %   5.07 %

Short-Term Investment-Grade Subaccount

   3.13 %   5.91 %   7.43 %   7.74 %   —       —    

Total Bond Market Index Subaccount

   3.60 %   7.93 %   7.87 %   10.85 %   -1.23 %   7.87 %

High Yield Bond Subaccount

   16.45 %   1.20 %   2.83 %   -2.48 %   2.46 %   3.63 %

Balanced Subaccount

   20.03 %   -7.06 %   4.00 %   9.93 %   3.89 %   11.61 %

Equity Income Subaccount

   24.02 %   -14.07 %   -3.94 %   10.95 %   -2.94 %   17.19 %

Diversified Value Subaccount

   30.70 %   -14.52 %   0.33 %   25.60 %   —       —    

Total Stock Market Index Subaccount

   —       —       —       —       —       —    

Equity Index Subaccount

   28.05 %   -22.37 %   -12.43 %   -9.47 %   20.62 %   28.25 %

Mid-Cap Index Subaccount

   33.64 %   -14.96 %   -0.95 %   17.50 %   —       —    

Growth Subaccount

   25.71 %   -36.12 %   -32.26 %   -20.44 %   22.00 %   40.32 %

Capital Growth Subaccount

   36.82 %   —       —       —       —       —    

Small Company Growth Subaccount

   40.65 %   -24.30 %   5.16 %   15.37 %   60.91 %   7.52 %

International Subaccount

   34.46 %   -17.52 %   -19.04 %   -7.12 %   24.96 %   18.39 %

REIT Index Subaccount

   35.06 %   3.16 %   11.71 %   25.87 %   —       —    
     1997     1996     1995     1994     1993     1992  

Money Market Subaccount

   5.12 %   4.98 %   5.42 %   3.73 %   2.55 %   3.18 %

Short-Term Investment-Grade Subaccount

   —       —       —       —       —       —    

Total Bond Market Index Subaccount

   8.97 %   3.09 %   17.57 %   -3.15 %   8.91 %   5.89 %

High Yield Bond Subaccount

   11.64 %   —       —       —       —       —    

Balanced Subaccount

   22.69 %   15.79 %   31.97 %   -1.08 %   12.69 %   6.69 %

Equity Income Subaccount

   33.95 %   18.25 %   38.44 %   -1.71 %   —       —    

Diversified Value Subaccount

   —       —       —       —       —       —    

Total Stock Market Index Subaccount

   —       —       —       —       —       —    

Equity Index Subaccount

   32.73 %   22.41 %   36.91 %   0.67 %   9.39 %   6.88 %

Mid-Cap Index Subaccount

   —       —       —       —       —       —    

Growth Subaccount

   26.21 %   26.45 %   37.87 %   3.82 %   —       —    

Capital Growth Subaccount

   —       —       —       —       —       —    

Small Company Growth Subaccount

   12.87 %   —       —       —       —       —    

International Subaccount

   2.91 %   14.15 %   15.43 %   —       —       —    

REIT Index Subaccount

   —       —       —       —       —       —    

 

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SAFEKEEPING OF ACCOUNT ASSETS

Title to assets of the Separate Account is held by the Company. The assets are kept physically segregated and held separate and apart from the Company's general account assets. Records are maintained of all purchases and redemptions of eligible Portfolio shares held by each of the Subaccounts.

CONFLICTS OF INTEREST WITH OTHER SEPARATE ACCOUNTS

The Portfolios may be made available to registered separate accounts offering variable annuity and variable life products of the Company or other insurance companies. Although the Company believes it is unlikely, a material conflict could arise between the interests of the Separate Account and one or more of the other participating separate accounts. In the event a material conflict does exist, the affected insurance companies agree to take any necessary steps, including removing their separate accounts from the Fund if required by law, to resolve the matter.

TAXES

The Company is taxed as a life insurance company under Part I of Subchapter L of the Internal Revenue Code. Since the Separate Account is not a separate entity from the Company and its operations form a part of the Company, the Separate Account will not be taxed separately as a “regulated investment company” under Subchapter M of the Internal Revenue Code. Investment income and realized capital gains on the assets of the Separate Account are reinvested and taken into account in determining the Accumulated Value. Under existing federal income tax law, the Separate Account’s investment income, including realized net capital gains, is not taxed to the Company. The Company reserves the right to make a deduction for taxes should they be imposed with respect to such items in the future.

Under present laws, the Company will incur state or local taxes in several states. If there is a change in state or local tax laws, the Company may make charges for such taxes. At present time, the Company does not charge the Contract Owner for these other taxes. If there is a change in state or local tax laws, charges for such taxes may be made. The Company does not expect to incur any federal income tax liability attributable to investment income or capital gains retained as part of the reserves under the Contracts. Based upon these expectations, no charge is currently being made to the Separate Account for corporate federal income taxes that may be attributable to the Separate Account.

The Company will periodically review the question of a charge to the Separate Account for corporate federal income taxes related to the Separate Account. Such a charge may be made in future years for any federal income taxes the Company incurs. This might become necessary if the Company ultimately determines that its tax treatment is not what it currently believes it to be, if there are changes in the federal income tax treatment of annuities at the corporate level, or if there is a change in the Company’s tax status. If the Company should incur federal income taxes attributable to investment income or capital gains retained as part of the reserves under the Contracts, the Accumulated Value of the Contract would be correspondingly adjusted by any provision or charge for such taxes.

STATE REGULATION OF THE COMPANY

The Company is a stock life insurance company organized under the laws of Iowa, and is subject to regulation by the Iowa Insurance Division. An annual statement in a prescribed form is filed with Iowa Insurance Division on or before March 1 of each year covering the operations and reporting on the financial condition of the Company as of December 31 of the preceding calendar year. Periodically, the Iowa Insurance Division examines the financial condition of the Company, including the liabilities and reserves of the Separate Account.

RECORDS AND REPORTS

All records and accounts relating to the Separate Account will be maintained by the Company or by its administrator, The Vanguard Group, Inc. As presently required by the Investment Company Act of 1940 and regulations promulgated thereunder, the Company will mail to all Contract Owners at their last known address of record, at least semiannually, reports containing such information as may be required under that Act or by any other applicable law or regulation.

 

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LEGAL MATTERS

The law firm of Morgan, Lewis & Bockius LLP, of Washington, D.C., has provided legal advice concerning the issue and sale of the Policy under the applicable federal securities laws.

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 Monumental Life Insurance Company and Peoples Benefit Life Insurance Company 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 their respective reports thereon appearing elsewhere herein, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing.

OTHER INFORMATION

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

FINANCIAL STATEMENTS

The audited financial statements of the subaccounts of the Separate Account which are available for investment by Vanguard Variable Annuity Contract Owners as of December 31, 2008, including the Report of Independent Registered Public Accounting Firm thereon, are included in this Statement of Additional Information.

The audited statutory-basis financial statements of Monumental Life Insurance Company and Peoples Benefit Life Insurance Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, including the Report of Independent Registered Public Accounting Firm thereon, which are also included in this Statement of Additional Information, should be distinguished from the financial statements of subaccounts of the Separate Account which are available for investment by Vanguard Variable Annuity Contract Owners and should be considered only as bearing on the ability of the Monumental Life Insurance Company to meet its obligations under the Contracts. They should not be considered as bearing on the investment performance of the assets held in the Separate Account.

 

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Table of Contents

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

All required financial statements are included in Part B of this Registration Statement.

(B) EXHIBITS

(1)

   Resolution of the Board of Directors of National Home Life Assurance Company (“National Home”) authorizing establishment of the Separate Account.8

(2)

   Not Applicable.

(3)

   Not Applicable.

(4)

   (a) Form of variable annuity contract, Form No. VVAP U 11014
   (b) Optional Riders4
   (c) Form of GLWB Rider. Note 11

(5)

   Form of application11

(6)

   (a) Restated Articles of Incorporation and Articles of Redomestication of Monumental Life Insurance Company1
   (b) Amended and Restated Bylaws of Monumental Life Insurance Company1

(7)

   Not applicable.

(8)

   (a) Participation Agreement for the Vanguard Variable Insurance Fund8
   (b) First Amendment to Participation, Market Consulting and Administration Agreement2
   (c) Administration Service Agent3

(8)

   (c) Participation Agreement (Vanguard). Note 6

(8)

   (d) First Amendment to Participation Agreement. Note 7

(8)

   (e) Second Amendment to Participation Agreement. Note 7

(8)

   (f) Third Amendment to Participation Agreement. Note 7

(8)

   (g) Fourth Amendment to Participation Agreement. Note 9

(8)

   (h) Fifth Amendment to Participation Agreement. Note 11

(9)

   (a) Opinion and Consent of Counsel9
   (b) Consent of Counsel9

(10)

   (a) Consent of Independent Registered Public Accounting Firm9

(10)

   (b) Opinion and Consent of Actuary 5

(11)

   No financial statements are omitted from item 23.

(12)

   Not applicable.

(13)

   Performance computation2

(14)

  

Powers of Attorney. (Ralph L. Arnold, Darryl D. Button, Marilyn Carp, Brenda K. Clancy, Henry G. Hagen, Robert J. Kontz, Larry N. Norman, Arthur C. Schneider, Craig D. Vermie, Eric J. Martin, and James A. Beardsworth) Note 8

(Mark W. Mullin) Note 10.

 

1

Incorporated by reference from the Post-Effective Amendment 1 to N-4 Registration Statement (File No. 333-138040) filed on April 27, 2007.

 

2

Incorporated by reference from Post-Effective Amendment No. 6 to Registration Statement of Providian Life & Health Insurance Company Separate Account IV, File No. 33-36073.

 

3

Incorporated by reference from Post-Effective Amendment No. 11 to Registration Statement of Providian Life & Health Insurance Company Separate Account IV, File No. 33-36073, filed April 30, 1998.

 

4

Incorporated by reference from Post-Effective Amendment No. 16 to the Registration Statement of Peoples Benefit Life Insurance Company filed June 26, 2002, File No. 33-36073.

 

5

Filed with Post-Effective Amendment No. 21 on April 27, 2006.

 

6

Incorporated by reference from Initial Registration Statement on Form N-4 (File No. 333-65151) filed on October 1, 1998.

 

7

Filed with Post-Effective Amendment No. 22 on April 30, 2007.

 

8

Filed with Initial Filing on September 26, 2007.

 

9

Filed with Post-Effective Amendment No. 1 on April 28, 2008.

 

10

Filed with Post-Effective Amendment No. 2 on January 29, 2009.

 

11

Filed herewith.

 

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Item 25. Directors and Officers of Depositor

 

Positions and Offices with Depositor

 

Name and Principal Business

Address

   

Director, Chief Operations Officer, and Senior Vice President(2)

  Ralph L. Arnold

Director, Senior Vice President and Chief Financial Officer(1)

  Darryl D. Button

Director and Executive Vice President -(3)

  Marilyn Carp

Director, Chief Operating Officer and Executive Vice President(1)

  Brenda Clancy

Director, Chairman of the Board, President, and Chief Executive Officer(2)

  Henry G. Hagan

Director and Vice President(1)

  Robert J. Kontz

Director, Senior Vice President, and Chief Tax Officer(1)

  Arthur C. Schneider

Director, Senior Vice President, General Counsel, and Assistant Secretary(1)

  Craig D. Vermie

Vice President and Corporate Controller(1)

  Eric J. Martin

Director and Executive Vice President (1)

  Mark W. Mullin

 

(1) 4333 Edgewood Road N.E.

Cedar Rapids, IA 52499

(2) Two East Chase St.

Baltimore, MD 21202

(3) 520 Park Avenue

Baltimore, MD 21201

 

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Table of Contents

Item 26. Persons Controlled by or under Common Control with the Depositor or Registrant

 

Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

Academy Alliance Holdings Inc.   Canada   100% Creditor Resources, Inc.   Holding company
Academy Alliance Insurance Inc.   Canada   100% Creditor Resources, Inc.   Insurance
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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Table of Contents

Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Table of Contents

Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

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Table of Contents

Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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

 

C-14


Table of Contents

Name

 

Jurisdiction of

Incorporation

 

Percent of Voting Securities

Owned

 

Business

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.

 

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Table of Contents

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 2008 there were 70,286 owners of Contracts.

ITEM 28. INDEMNIFICATION

Item 28 is incorporated by reference from the Post-Effective Amendment No. 6 to the Registration Statement of the National Home Life Assurance Company Separate Account II, File No. 33-7037.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) None.

(b) Not Applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documents required by Section 31(a) under the Investment Company Act and the rules promulgated thereunder will be maintained by Manager Regulatory Filing Unit, Monumental Life Insurance Co. at 4333 Edgewood Rd NE, Cedar Rapids, IA 52499-0001, and The Vanguard Group, Inc., Valley Forge, Pennsylvania.

ITEM 31. MANAGEMENT SERVICES

All management contracts are discussed in Part A or Part B.

ITEM 32. UNDERTAKINGS

(a) The Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted;

(b) The Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information;

(c) The Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

(d) Monumental Life Insurance Company represents that the fees and charges deducted under the contracts in this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Monumental Life Insurance Company.

 

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Table of Contents

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Registration Statement to be signed on its behalf, in the City of Cedar Rapids and State of Iowa, on this 6th day of February, 2009.

 

SEPARATE ACCOUNT VA DD

MONUMENTAL LIFE INSURANCE COMPANY

Depositor

*
Henry G. Hagan
President

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

 

Date

*

Ralph L. Arnold

   Director, Chief Operations Officer and Senior Vice President   _________ 2009

*

Darryl D. Button

   Director, Senior Vice President, and Chief Financial Officer   _________ 2009

*

Craig D. Vermie

   Director, Senior Vice President, General Counsel, and Assistant Secretary   _________ 2009

*

Arthur C. Schneider

   Director, Senior Vice President, and Chief Tax Officer   _________ 2009

*

Robert J. Kontz

   Director, and Vice President   _________ 2009

*

Brenda K. Clancy

   Director, Executive Vice President and Chief Operating Officer   _________ 2009


Table of Contents

*

Marilyn Carp

   Director and Executive Vice President   _________ 2009

*

Henry G. Hagan

  

Director, Chairman of the Board,

President, and Chief Executive Officer

  _________ 2009

*

Mark W. Mullin

   Director and Executive Vice President   _________ 2009

*

Eric J. Martin

   Vice President and Corporate Controller   _________ 2009

    /s/ Darin D. Smith

* By Darin D. Smith

   Attorney-in-Fact pursuant to powers of attorney filed previously and herewith   February 6, 2009


Table of Contents

Registration No.

333- 146328

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

EXHIBITS

TO

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

MONUMENTAL LIFE INSURANCE COMPANY

SEPARATE ACCOUNT VA DD

 

 


Table of Contents

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

   Page No.*
4(c)   Form of GLWB Rider   
5        Form of Application   
8(h)   Fifth Amendment to Participation Agreement   

 

* Page numbers included only in manually executed original.