As filed with the Securities and Exchange Commission on September 2, 1999
Registration Nos. 333-57697
No. 811-08835
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 o
Pre-Effective Amendment No. o
Post-Effective Amendment No. 2
[x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 3
SEPARATE ACCOUNT VA-7
(Exact Name of Registrant)
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)
Transamerica Square, 401 North Tryon Street, Charlotte, North Carolina 28202
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (704) 330-5600
Name and Address of Agent for Service: Copy to:
JAMES W. DEDERER, Esq. FREDERICK R. BELLAMY, Esq.
General Counsel and Secretary Sutherland, Asbill & Brennan LLP
Transamerica Life Insurance 1275 Pennsylvania Avenue, N.W.
and Annuity Company Washington, D.C. 20004-2415
1150 South Olive Street
Los Angeles, California 90015-2211
Approximate date of proposed public offering: As soon as practicable after
effectiveness of the Registration Statement.
Title of securities being registered: Flexible premium deferred variable
annuity contracts.
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph(b)
X on September 7, 1999 pursuant to paragraph (b)
___60 days after filing pursuant to paragraph (a)(1)
___on _ pursuant to paragraph (a)(1)
If appropriate, check the following box:
__ this Post-Effective Amendment designates a new
effective date for a previously filed Post-Effective Amendment.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rule 495
Showing Location in Part A (Prospectus),
Part B (Statement of Additional Information) and Part C
of Registration Statement Information Required by Form N-4
PART A
<TABLE>
<CAPTION>
Item of Form N-4 Prospectus Caption
<S> <C> <C>
1. Cover Page.............................................. Cover Page
2. Definitions............................................. Definitions
3. Synopsis................................................ Summary of this Prospectus; Variable Account Fee Table
4. Condensed Financial Information......................... Condensed Financial Information
5. General
(a) Depositor.......................................... Transamerica and the Separate Account
(b) Registrant......................................... Transamerica and the Separate Account
(c) Portfolio Company.................................. The Funds
(d) Fund Prospectus.................................... The Funds
(e) Voting Rights...................................... Voting Rights
(f) Administrator....................................... Charges under the Contracts
6. Deductions and Expenses
(a) General............................................ Charges under the Contracts
(b) Sales Load %....................................... Charges under the Contracts
(c) Special Purchase Plan.............................. Not Applicable
(d) Commissions........................................ Underwriter
(e) Fund Expenses...................................... Charges under the Contracts
(f) Operating Expenses................................. Fee Table
7. Contracts
(a) Persons with Rights................................ Description of the Contracts; Surrender of a Contract;
Death Benefits; Voting Rights; Ownership
(b) (i) Allocation of Purchase Payments
Payments..................................... Description of the Contracts
(ii) Transfers.................................... Transfers
(iii) Exchanges.................................... Federal Tax Matters
(c) Changes............................................ The Funds; Voting Rights
(d) Inquiries.......................................... Voting Rights
8. Annuity Period.......................................... Settlement Payments
9. Death Benefit........................................... Death Benefits
10. Purchase and Contract Value
(a) Purchases.......................................... Description of the Contracts
(b) Valuation.......................................... Description of the Contracts
(c) Daily Calculation.................................. Description of the Contracts
(d) Underwriter........................................ Underwriter
11. Redemptions
(a) By Contract Owners................................. Surrender of a Contract
By Annuitant....................................... Not Applicable
(b) Texas ORP.......................................... Not Applicable
(c) Check Delay........................................ Surrender of a Contract
(d) Lapse.............................................. Not Applicable
(e) Free Look.......................................... Right to Cancel
12. Taxes................................Federal Tax Matters
13. Legal Proceedings....................................... Legal Proceedings
14. Table of Contents for the
Statement of
Additional Information.................................. Table of Contents of the Statement of Additional
Information
PART B
Item of Form N-4 Statement of Additional Information Caption
15. Cover Page.............................................. Cover Page
16. Table of Contents....................................... Table of Contents
17. General Information
and History............................................. General Information and History
18. Services
(a) Fees and Expenses
of Registrant...................................... (Prospectus) Variable Account Fee Table; (Prospectus)
The Funds
(b) Management Contracts............................... Not Applicable
(c) Custodian.......................................... Safekeeping of Separate Account Assets; Records and
Reports
Independent Auditors ............................. Accountants
(d) Assets of Registrant............................... Not Applicable
(e) Affiliated Person.................................. Not Applicable
(f) Principal Underwriter.............................. The Underwriter
19. Purchase of Securities
Being Offered........................................... (Prospectus) Description of the Contracts
Offering Sales Load..................................... Charges under the Contracts
20. Underwriters............................................ The Underwriter
21. Calculation of Performance
Data ...........Calculation of Yields and Total Returns
22. Annuity Payments........................................ (Prospectus) Settlement Option Payments
23. Financial Statements.................................... Financial Statements
PART C -- OTHER INFORMATION
Item of Form N-4 Part C Caption
24. Financial Statements
and Exhibits
(a) Financial Statements............................... Financial Statements
(b) Exhibits........................................... Exhibits
25. Directors and Officers of
the Depositor........................................... Directors and Officers of the Depositor
26. Persons Controlled By or Under Common Control
with the Depositor or Registrant ....................... Persons Controlled By or Under Common Control with the
Depositor or Registrant
27. Number of Contract Owners............................... Number of Contract Owners
28. Indemnification......................................... Indemnification
29. Principal Underwriters.................................. Principal Underwriter
30. Location of Accounts
and Records............................................. Location of Accounts and Records
31. Management Services..................................... Management Services
32. Undertakings............................................ Undertakings
Signature Page.......................................... Signature Page
</TABLE>
<PAGE>
1
PROFILE
of the
TRANSAMERICA BOUNTYSM VARIABLE ANNUITY
Issued by
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
September 7, 1999
This Profile is a summary of some of the more important points that you
should know and consider before purchasing the contract. The contract
is more fully described in the full prospectus that accompanies this
Profile. Please read the prospectus carefully.
1. The Contract. The Transamerica BountySM Variable Annuity is a contract
between you and Transamerica Life Insurance and Annuity Company that allows you
to invest your purchase payments in your choice of 19 mutual funds portfolios
("portfolios") in the variable account and the general account options. The
portfolios are professionally managed and you can gain or lose money invested in
a portfolio, but you could also earn more than investing in the general account
options. We guarantee the safety of money invested in the general account
options. Certain portfolios and general account options may not be available in
all states.
The contract is a deferred annuity and it has two phases: the accumulation
phase, and the annuitization phase. During the accumulation phase, you can make
additional payments on your contract, transfer money among the investment
options, and withdraw some or all of your investment. During this phase, your
earnings accumulate on a tax-deferred basis for individuals, but some or all of
any money you withdraw may be taxable. Tax deferral is not available for
non-qualified contracts owned by corporations and some trusts.
During the annuitization phase, we will make periodic payments to you. The
dollar amount of the payments may depend on the amount of money invested and
earned during the accumulation phase and on other factors, such as the
annuitants' age and sex.
2. Annuity Payments. You can generally decide when to end the accumulation phase
and begin receiving annuity payments from us. You may choose fixed payments,
where the dollar amount of each payment generally remains the same, or variable
payments, where the dollar amount of each payment may increase or decrease based
on the investment performance of the portfolios you select. You can choose among
payments for the lifetime of an individual, or payments for the longer of one
lifetime or a guaranteed period of 10, 15 or 20 years, or payments for one
lifetime and the lifetime of another individual.
3. Purchasing a Contract. Generally, you must invest at least $25,000 to
purchase a contract. You can make additional payments of at least $1,000 each
($100 each if made under an automatic payment plan deducted from your bank
account). You may cancel your contract during the free look period.
The Transamerica Bounty Variable Annuity is designed for long-term
tax-deferred accumulation of assets, generally for retirement and other
long-term goals. Individuals in high tax brackets get the most benefit from the
tax deferral feature. You should not invest in the contract for short-term
purposes or if you cannot take the risk of losing some of your investment.
4. Investment Options. VARIABLE ACCOUNT: You can invest in any of the
following 19 portfolios:
Alger America Income & Growth MSDW UF Emerging Markets Equity
Alliance VPF Growth & Income MSDW UF Fixed Income
Alliance VPF Premier Growth MSDW UF High Yield
Dreyfus VIF Capital Appreciation MSDW UF International Magnum
Dreyfus VIF Small Cap OCC Accumulation Trust Managed
Janus Aspen Series Balanced OCC Accumulation Trust Small Cap
Janus Aspen Series Worldwide Growth PIMCO VIT StocksPLUS Growth & Income
MFS VIT Emerging Growth Transamerica VIF Growth
MFS VIT Growth with Income Transamerica VIF Money Market
MFS VIT Research
You can earn or lose money in any of these portfolios. These portfolios are
described in their own prospectuses. All portfolios may not be available in all
states.
GENERAL ACCOUNT: You can also allocate payments to the general account options,
where we guarantee the principal invested plus an annual interest rate of at
least 3%. The general account options include multi-year guarantee periods.
5. Expenses. We make certain charges against and deductions from values
available under the contract:
We deduct an annual account fee of no more than $30 (the fee is waived
for account values over $50,000).
We deduct insurance and administrative charges of 1.40% per year from
your average daily value in the variable account.
If you elect the Guaranteed Minimum Death Benefit Rider, we will
deduct a monthly fee equal to 1/12 of 0.20% at the end of each contract
month based on the account value at that time.
If you elect the Guaranteed Minimum Income Benefit Rider with the
Guaranteed Minimum Death Benefit Rider, we will deduct a monthly fee
equal to 1/12 of 0.40% at the end of each contract month based on the
account value at that time.
The first 18 transfers each year are free (then we will deduct a $10
fee for each additional transfer).
Advisory fees are also deducted by the portfolios' manager, and the
portfolios pay other expenses which, in total, range from 0.60% to
1.95% of the amounts in the portfolios.
There might be premium tax charges ranging from 0 to 5% of your
investment and/or amounts you use to purchase annuity benefits
(depending on your state's law).
The following chart shows these charges (not including fees for the optional
GMDB or GMIB Riders, any transfer fees or premium taxes). These examples assume
an average account value of over $50,000 and, therefore, no deduction has been
made to reflect the $30 account fee. The third column is the sum of the first
two columns. The examples in the last two columns show the total amounts you
would be charged if you invested $1,000, the investment grew 5% each year, and
you withdrew your entire investment after one year or 10 years.
<TABLE>
<CAPTION>
---------------------------------------------------------------------
Total Total Total Total
Annual Annual Total Expenses Expenses
Insurance Portfolio Annual at End of at End of
Charges Charges Charges 1 Year 10 Years
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alger American Income & Growth 1.40% 0.70% 2.10% $21 $243
Alliance VPF Growth & Income 1.40% 0.73% 2.13% $22 $246
Alliance VPF Premier Growth 1.40% 1.06% 2.46% $25 $280
Dreyfus VIF Capital Appreciation 1.40% 0.81% 2.21% $22 $254
Dreyfus VIF Small Cap 1.40% 0.77% 2.17% $22 $250
Janus Aspen Series Balanced 1.40% 0.74% 2.14% $22 $247
Janus Aspen Series Worldwide Growth 1.40% 0.72% 2.12% $22 $245
MFS VIT Emerging Growth 1.40% 0.85% 2.25% $23 $258
MFS VIT Growth with Income 1.40% 0.88% 2.28% $23 $262
MFS VIT Research 1.40% 0.86% 2.26% $23 $260
MSDW UF Emerging Markets Equity 1.40% 1.95% 3.35% $34 $364
MSDW UF Fixed Income 1.40% 0.70% 2.10% $21 $243
MSDW UF High Yield 1.40% 0.80% 2.20% $22 $253
MSDW UF International Magnum 1.40% 1.15% 2.55% $26 $289
OCC Accumulation Trust Managed 1.40% 0.82% 2.22% $23 $255
OCC Accumulation Trust Small Cap 1.40% 0.88% 2.28% $23 $262
PIMCO VIT StocksPLUS Growth & Income 1.40% 0.65% 2.05% $21 $238
Transamerica VIF Growth 1.40% 0.85% 2.25% $23 $258
Transamerica VIF Money Market 1.40% 0.60% 2.00% $20 $233
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
The Annual Portfolio Charges above are for the year ended December 31, 1998 and,
if applicable, reflect expense reimbursements or fee waivers which reduced
operating expenses. Expenses may be higher or lower in the future. See the
"Variable Account Fee Table" in the Transamerica Bounty Variable Annuity
prospectus for more detailed information.
6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract value until a distribution occurs (e.g., a withdrawal or annuity
payment) or is deemed to occur (e.g., a pledge, loan, or assignment of the
contract). If you withdraw money, earnings come out first and are taxed.
Generally, some portion (sometimes all) of any distribution or deemed
distribution is taxable as ordinary income. In some cases, income taxes will be
withheld from distributions. If you are under age 59 1/2 when you withdraw
money, an additional 10% federal tax penalty may apply on the withdrawn
earnings. Certain owners of non-qualified contracts that are not individuals may
be currently taxed on increase in the contract value, whether distributed or
not. Qualified contracts are subject to special income tax rules depending on
the retirement plan or arrangement they relate to.
7. Access to Your Money. You can generally take money out at any time during the
accumulation phase. We do not assess withdrawal charges. However, if you
withdraw money from a guarantee period prematurely, you may forfeit some of the
interest that you earned, but you will always receive the principal you invested
plus 3% annual interest. Withdrawals from qualified contracts may be subject to
severe restrictions and, in certain circumstances, prohibited.
You may have to pay income taxes on amounts you withdraw and there may also be a
10% tax penalty if you make withdrawals before you are 59 1/2 years old.
8. Past Investment Performance. The value of the money you allocated to the
portfolios will go up or down, depending on the investment performance of the
portfolios you select. The following chart shows the past investment performance
on a year-by-year basis for each sub-account. Some of the performance is for
periods since inception of the portfolios but before the sub-accounts began
operations. These figures have already been reduced by the insurance charges and
the advisory fees and all the expenses of the portfolios. These figures do not
include the $30 account fee, the fees for the optional Riders or any transfer
fees or premium taxes which would reduce performance if applied.
Past performance is no guarantee of future performance or earnings.
<TABLE>
<CAPTION>
CALENDAR YEAR
------------------------------------------------------------------------
1998 1997 1996 1995 1994
SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alger American Income & Growth 30.54% 34.38% 18.00% 33.24% -9.57%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income 19.20% 26.99% 22.35% 33.96% -1.83%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 45.91% 31.99% 20.98% 42.82% -4.32%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation 28.30% 26.30% 23.80% 31.65% 1.60%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -4.79% 15.11% 14.96% 27.57% 6.24%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced 32.41% 20.39% 14.55% 23.04% -0.57%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth 27.12% 20.44% 27.23% 25.59% 0.11%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth 32.37% 20.12% 15.38% NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income 20.62% 27.97% 22.71% NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Research 21.58% 18.65% 20.61% NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets Equity -25.40% -0.89% NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income 6.39% NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield 3.34% NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum 7.44% NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed 5.63% 20.58% 21.04% 43.52% 1.18%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap -10.30% 20.53% 17.05% 13.62% -2.39%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth & Income 28.29% NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 41.28% 44.45% 26.01% 51.34% 6.12%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------------
SUB-ACCOUNT 1993 1992 1991 1990 1989
- -------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------
Alger American Income & Growth 8.80% 7.12% 21.78% -1.12% 5.91%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income 10.13% 6.42% NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 11.05% NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap 65.81% 69.03% 156.10% NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Research NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets Equity NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed 8.84% 16.98% 43.94% -4.98% 30.70%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap 17.84% 19.79% 46.05% -11.03% 16.70%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth & Income NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 20.99% 12.21% 39.33% -12.02% 32.25%
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market NA NA NA NA NA
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
9. Death Benefit. If you or your joint owner die during the accumulation phase,
a death benefit equal to the account value will be paid to your beneficiary.
If the Guaranteed Minimum Death Benefit Rider is elected the death benefit will
be as described below. If you or the joint owner die before the annuitization
phase and before either of you turn 85, the death benefit will be the greatest
of three amounts: (1) the account value; (2) the sum of all purchase payments
less withdrawals taken and applicable premium tax charges; or (3) the highest
account value on any contract anniversary before the earlier of your or your
joint owner's 85th birthday, plus purchase payments made, less all or a portion
of withdrawals taken and premium tax charges since that contract anniversary. If
death occurs after the earlier of your or your joint owner's 85th birthday, the
death benefit will be the greater of two amounts: (1) the account value; or (2)
the highest account value on any contract anniversary before the earlier of your
or your joint owner's 85th birthday, plus purchase payments made, less
withdrawals taken and premium tax charges since that contract anniversary.
10. Other Information. The Transamerica Bounty Variable Annuity offers other
features you might be interested in. Some of these features are as follows:
Free Look. After you get your contract, you have ten days to look it over and
decide if it is really right for you (this period may be longer in certain
states). If you decide not to keep the contract, you can cancel it during this
period by delivering a written notice of cancellation and returning the contract
to our Service Center at the address listed in item 11 below. Unless otherwise
required by law, we will refund the purchase payments allocated to any general
account option (less any withdrawals) plus the value in the variable account as
of the date the written notice and the contract are received by our Service
Center.
Telephone Transfers. You can generally arrange to transfer money between the
investments in your contract by telephone. Dollar Cost Averaging. You can
instruct us to automatically transfer money from the money market sub-account to
any of the other variable sub-accounts each month. This is intended to give you
a lower average cost per share or unit than a single one time investment.
Automatic Asset Rebalancing Option. The performance of each sub-account may
cause the allocation of value among the sub-accounts to change. You may instruct
us to periodically automatically rebalance the amounts in the sub-accounts on an
annual, semi-annual or quarterly basis, by reallocating amounts among them.
Systematic Withdrawal Option. You can arrange to have us send you money
automatically each month out of your contract during the accumulation phase.
There are limits on the amounts, and the payments may be taxable, and, prior to
age 59 1/2, subject to the penalty tax.
Automatic Payout Option. For qualified contracts, many pension and retirement
plans require that minimum amounts be distributed from the plan at certain ages.
You can arrange to have such amounts distributed automatically during the
accumulation phase.
Guaranteed Minimum Income Benefit Rider. The optional Rider may be elected only
if the Guaranteed Minimum Death Benefit Rider is also elected. If this Rider is
elected, the Guaranteed Minimum Income Benefit, before the contract anniversary
on which any owner is 85, will be the settlement option which can be purchased
with the amount which is the greatest of: (a) the account value; (b) the sum of
all purchase payments less withdrawals taken and applicable premium tax charges;
or (c) the highest account value on any contract anniversary plus purchase
payments made, less withdrawals taken and premium tax charges since that
contract anniversary. The Guaranteed Minimum Income Benefit is different if any
owner is 85 years or older. Please see the prospectus for a more complete
description, including conditions regarding this Rider.
These features may not be available in all states and may not be suitable for
your particular situation.
11. Inquiries. If you need further information or have any questions about the
contract, please write or call:
Transamerica Annuity Service Center
401 North Tryon Street, Suite 700
Charlotte, North Carolina 28202
800-420-7749
<PAGE>
PROSPECTUS FOR THE
TRANSAMERICA BOUNTYSM VARIABLE ANNUITY
A Flexible Premium Deferred Variable Annuity
Issued By
Transamerica Life Insurance
and
Annuity Company
Offering 19 Sub-Accounts within the Variable Account
Designated as Separate Account VA-7
In Addition to:
A Fixed Account
&
A Guarantee Period Account
This prospectus contains
information you should
know before investing.
Please keep this prospectus
for future reference.
You can obtain more information about Janus Aspen Series Worldwide Growth the
contract by requesting a copy of the MFS VIT Emerging Growth Statement of
Additional Information ("SAI") MFS VIT Growth with Income dated September 7,
1999. The SAI is available free by writing to Transamerica Annuity Life
Insurance and Annuity Company Service Center, 401 N. Tryon St., Suite 700,
Charlotte, NC 28202 or by calling 800-420-7749.
Portfolios Associated with Sub-Accounts
Alger American Income and Growth
Alliance VPF Growth and Income
Alliance VPF Premier Growth
Dreyfus VIF Capital Appreciation
Dreyfus VIF Small Cap
Janus Aspen Series Balanced
MFS VIT Research
MSDW UF Emerging Markets Equity
MSDW UF Fixed Income
MSDW UF High Yield
MSDW UF International Magnum
OCC Accumulation Trust Managed
OCC Accumulation Trust Small Cap
PIMCO VIT StocksPLUS Growth & Income
Transamerica VIF Growth
Transamerica VIF Money Market
The current SAI has been filed with the Securities and Exchange Commission and
is incorporated by reference into this
prospectus. The table of contents of the SAI is included at the end of this
prospectus.
The SEC's web site is
http://www.sec.gov
Transamerica's web site is
http://www.transamerica.com
Neither the SEC nor any state securities commission has approved this investment
offering or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
September 7, 1999
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
SUMMARY.....................................................................................................5
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT...................................13
Transamerica Life Insurance and Annuity Company...................................................13
Published Ratings.................................................................................13
Insurance Marketplace Standards Association.......................................................13
The Variable Account..............................................................................14
THE PORTFOLIOS.............................................................................................14
Portfolios Not Publicly Available.................................................................18
Addition, Deletion, or Substitution...............................................................19
THE CONTRACT...............................................................................................19
Ownership.........................................................................................20
PURCHASE PAYMENTS..........................................................................................20
Allocation of Purchase Payments...................................................................20
Free Look Option..................................................................................21
Investment Option Limit...........................................................................21
ACCOUNT VALUE..............................................................................................21
How Variable Accumulation Units Are Valued........................................................22
TRANSFERS..................................................................................................22
Before the Annuity Date...........................................................................22
Telephone Transfers........................................................................................23
Other Restrictions................................................................................23
Dollar Cost Averaging.............................................................................23
Eligibility Requirement for Dollar Cost Averaging ................................................23
Automatic Asset Rebalancing.......................................................................24
After the Annuity Date............................................................................24
CASH WITHDRAWALS...........................................................................................24
Systematic Withdrawal Option......................................................................25
Automatic Payment Option (APO)....................................................................25
DEATH BENEFIT..............................................................................................26
Payment of Death Benefit..........................................................................27
Designation of Beneficiaries......................................................................27
Death of Owner or Joint Owner Before Annuity Date.................................................27
If Annuitant Dies Before Annuity Date.............................................................28
Death After Annuity Date..........................................................................28
Survival Provision................................................................................28
CHARGES, FEES AND DEDUCTIONS...............................................................................28
Administrative Charges............................................................................29
Mortality and Expense Risk Charge.................................................................29
Guaranteed Minimum Death Benefit Rider............................................................29
Guaranteed Minimum Income Benefit Rider...........................................................30
Premium Tax Charges...............................................................................30
Transfer Fee......................................................................................30
Option and Service Fees...........................................................................30
Taxes.............................................................................................30
Portfolio Expenses................................................................................30
Interest Adjustment...............................................................................30
Sales in Special Situations.......................................................................30
DISTRIBUTION OF THE CONTRACT...............................................................................31
SETTLEMENT OPTION PAYMENTS.................................................................................31
Annuity Date......................................................................................31
Annuity Amount....................................................................................31
Guaranteed Minimum Income Benefit Rider...........................................................31
Settlement Option Payments........................................................................32
Election of Settlement Option Forms and Payment Options...........................................33
Payment Options...................................................................................33
Fixed Payment Option..............................................................................33
Variable Payment Option...........................................................................33
Settlement Option Forms...........................................................................33
FEDERAL TAX MATTERS........................................................................................35
Introduction......................................................................................35
Purchase Payments.................................................................................35
Taxation of Annuities.............................................................................36
Qualified Contracts...............................................................................38
Annuity Contracts Purchased By Nonresident Aliens and Foreign Corporations........................40
Taxation of Transamerica .........................................................................40
Tax Status of Contract............................................................................40
Possible Changes in Taxation......................................................................41
Other Tax Consequences............................................................................41
PERFORMANCE DATA...........................................................................................41
YEAR 2000 ISSUE............................................................................................43
LEGAL PROCEEDINGS..........................................................................................43
LEGAL MATTERS..............................................................................................43
ACCOUNTANTS AND FINANCIAL STATEMENTS.......................................................................44
VOTING RIGHTS..............................................................................................44
AVAILABLE INFORMATION......................................................................................44
STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS....................................................45
APPENDIX A.................................................................................................46
The General Account Options.......................................................................46
The Multi-Year Guarantee Period Options...........................................................46
APPENDIX B.................................................................................................48
Example of Variable Accumulation Unit Value Calculations..........................................48
Example of Variable Annuity Unit Value Calculations...............................................48
Example of Variable Annuity Payment Calculations..................................................48
APPENDIX C.................................................................................................49
Condensed Financial Information...................................................................49
APPENDIX D.................................................................................................50
Definitions.......................................................................................50
APPENDIX E.................................................................................................51
Disclosure Statement for Individual Retirement Annuities..........................................51
</TABLE>
<PAGE>
5
<PAGE>
SUMMARY
The Contract
The Transamerica BountySM Variable Annuity is a flexible purchase payment
deferred annuity. It is part of the Transamerica SeriesSM of variable insurance
products. It is designed to aid:
your long-term financial planning needs; and
your long-term retirement needs
The contract may be used in connection with a retirement plan which qualifies
as:
a retirement program under Code Sections 403(b), 408 or 408A;
with various types of qualified pension and profit sharing plans under
Code Section 401; or
with non-qualified plans.
Some qualified contracts may not be available in all states or in all
situations.
The contract is issued by Transamerica Life Insurance and Annuity Company, an
indirect wholly-owned subsidiary of Transamerica Corporation, a subsidiary of
AEGON N.V.
The principal office for Transamerica Life Insurance and Annuity Company is:
401 North Tryon Street
Charlotte, North Carolina
28202
We will issue the contract as:
a certificate under a group annuity contract in some states; and
as an individual annuity contract in other states.
The term contract as used in this prospectus refers to either:
the individual annuity contract; or
to a certificate issued under a group annuity contract.
The terms owner and you refer to:
the owner or owners of the individual contract; or
the owner or owners of the certificate.
We will establish and maintain an account for each contract. Each owner will
receive either:
an individual annuity contract; or
a certificate evidencing the owner's coverage under a group annuity
contract.
The contract provides that the account value, after certain adjustments, will be
applied to a settlement option on a future date you select. This date will be
the annuity date.
You may allocate all or portions of your purchase payments to:
one or more variable sub-accounts; or
the general account options.
Sub-Account Values Will Vary According to Investment Experience. The account
value before the annuity date, except for amounts in the general account
options, will vary depending on the investment experience of each of the
variable sub-accounts selected by you as the owner. All benefits and values
provided under the contract, when based on the investment experience of the
variable account, are variable and are not guaranteed as to dollar amount.
Therefore, before the annuity date, you bear the entire investment risk under
the contract for amounts allocated to the variable account.
There is no guaranteed or minimum cash surrender value on amounts allocated to
the variable account, so the proceeds of a surrender could be less than the
amount invested.
The initial purchase payment for each contract must be at least $25,000.
Generally each additional purchase payment must be at least $1,000, unless an
automatic purchase payment plan is selected. See Purchase Payments on page 20.
The Variable Account
The variable account is a separate account, designated Separate Account VA-7,
that is subdivided into variable sub-accounts. Assets of each variable
sub-account are invested in a specified mutual fund portfolio. The variable
sub-accounts currently available for investment are:
Alger American Income & Growth Alliance VPF Growth & Income Alliance VPF Premier
Growth Dreyfus VIF Capital Appreciation Dreyfus VIF Small Cap Janus Aspen Series
Balanced Janus Aspen Series Worldwide Growth MFS VIT Emerging Growth MFS VIT
Growth with Income MFS VIT Research MSDW UF Emerging Markets Equity MSDW UF
Fixed Income MSDW UF High Yield MSDW UF International Magnum OCC Accumulation
Trust Managed OCC Accumulation Trust Small Cap PIMCO VIT StocksPLUS Growth &
Income Transamerica VIF Growth Transamerica VIF Money Market
The portfolios pay their investment advisers and administrators certain fees
charged against the assets of each portfolio. The variable accumulated value, if
any, of a contract and the amount of any variable settlement option payments
will vary to reflect the investment performance of the variable sub-accounts to
which amounts have been allocated. Additionally, applicable charges are
deducted. For more information see Charges, Fees and Deductions on page 28, The
Portfolios on page 14, and the accompanying portfolio prospectuses.
Variable Account Fee Table
The purpose of this table is to assist you in understanding the various costs
and expenses that you, as the owner will bear directly and indirectly. The table
reflects expenses of the variable account and of the mutual fund portfolios, as
well as contract expenses and the fees for the optional riders. The table
assumes that the entire account value is in the variable account. You should
consider the information below together with the narrative provided under the
heading Charges, Fees and Deductions on page 28 of this prospectus, and with the
prospectuses for the portfolios. In addition to the expenses listed below,
premium tax charges may be applicable.
<PAGE>
<TABLE>
<CAPTION>
Sales Load
<S> <C>
Sales Load Imposed on Purchase Payments 0%
Maximum Contingent Deferred Sales Load 0%
Contract Expenses
Transfer Fee, first 18 per contract year(1) 0
Fees For Other Services and Options(2) 0
Account Fee(3) $30
Riders, if elected(4)
Guaranteed Minimum Death Benefit (GMDB) 0.20%
GMDB & Guaranteed Minimum Income Benefit (GMIB) 0.40%
Variable Account Annual Expenses(5)
as a percentage of the variable accumulated value
Mortality and Expense Risk Charge 1.25%
Administrative Expense Charge(6) 0.15%
Total Variable Account Annual Expenses 1.40%
</TABLE>
<TABLE>
<CAPTION>
Portfolio Expenses
as a percentage of assets after fee waiver and/or expense reimbursement(7)
Total
Management Other Portfolio
Portfolio Fees Expenses Annual
Expenses
<S> <C> <C> <C>
Alger American Income & Growth 0.625% 0.075% 0.70%
Alliance VPF Growth & Income 0.625% 0.105% 0.73%
Alliance VPF Premier Growth 0.97% 0.09% 1.06%
Dreyfus VIF Capital Appreciation 0.75% 0.06% 0.81%
Dreyfus VIF Small Cap 0.75% 0.02% 0.77%
Janus Aspen Series Balanced 0.72% 0.02% 0.74%
Janus Aspen Series Worldwide Growth 0.65% 0.07% 0.72%
MFS VIT Emerging Growth 0.75% 0.10% 0.85%
MFS VIT Growth with Income 0.75% 0.13% 0.88%
MFS VIT Research 0.75% 0.11% 0.86%
MSDW UF Emerging Markets Equity 0.00% 1.95% 1.95%
MSDW UF Fixed Income 0.06% 0.64% 0.70%
MSDW UF High Yield 0.15% 0.65% 0.80%
MSDW UF International Magnum 0.15% 1.00% 1.15%
OCC Accumulation Trust Managed 0.78% 0.04% 0.82%
OCC Accumulation Trust Small Cap 0.80% 0.08% 0.88%
PIMCO VIT StocksPLUS Growth & Income 0.40% 0.25% 0.65%
Transamerica VIF Growth 0.64% 0.21% 0.85%
Transamerica VIF Money Market 0.00% 0.60% 0.60%
</TABLE>
Expense information regarding the portfolios has been provided by the
portfolios. In preparing the tables above and below and the examples that
follow, we have relied on the figures provided by the portfolios. We have no
reason to doubt the accuracy of that information, but we have not verified those
figures. These figures are for the year ended December 31, 1998. Actual expenses
in future years may be higher or lower than these figures.
<PAGE>
Notes to Fee Table:
1. A transfer fee of $10 will be imposed for each transfer in excess of 18 in
a contract year.
2. We currently do not impose fees for any other services, or options.
However, we reserve the right to impose a fee for various services and
options including dollar cost averaging, systematic withdrawals, automatic
payouts, asset allocation and asset rebalancing.
3. We deduct an account fee of $30 per contract year. We will waive this fee
for account values over $50,000 or with certain programs.
4. If the owner elects a Rider, the rider fee will be deducted at the rate of
1/12 of the annual fee at the end of each contract month based on the
account value at that time. Note: The GMIB Rider can only be elected
together with the GMDB Rider.
5. The variable account annual expenses do not apply to the general account
options.
6. The current annual administrative expense charge of 0.15% may be increased
to, but no more than 0.35%.
7. From time to time, the portfolios' investment advisers, each in its own
discretion, may voluntarily waive all or part of their fees and/or
voluntarily assume certain portfolio expenses. The expenses shown in the
Portfolio Expenses table are the expenses paid for 1998. The expenses shown
in that table reflect a portfolio's adviser's waivers of fees or
reimbursement of expenses, if applicable. It is anticipated that such
waivers or reimbursements will continue for calendar year 1999. Without
such waivers or reimbursements, the annual expenses for 1998 for certain
portfolios would have been, as a percentage of assets, as follows:
<TABLE>
<CAPTION>
Management Other Total Portfolio
Fee Expenses Annual Expense
<S> <C> <C> <C>
Alliance VPF Premier Growth 1.00% 0.09% 1.09%
Janus Aspen Series Worldwide Growth 0.67% 0.07% 0.74%
MSDW UF Emerging Markets Equity 1.25% 2.20% 3.45%
MSDW UF Fixed Income 0.40% 0.64% 1.04%
MSDW UF High Yield 0.50% 0.65% 1.15%
MSDW UF International Magnum 0.80% 1.00% 1.80%
PIMCO VIT StocksPLUS Growth & Income 0.65% 0.07% 0.72%
Transamerica VIF Growth 0.75% 0.21% 0.96%
Transamerica VIF Money Market 0.35% 2.68% 3.03%
</TABLE>
Examples
The following tables show the total expenses an owner would incur in various
situations assuming a $1,000 investment and a 5% annual return on assets.
These examples assume an average account value of $50,000 and, therefore, no
deduction has been made to reflect the $30 account fee. These examples also
assume that all amounts were allocated to the variable sub-account indicated.
These examples also assume that no transfer fees or other option or service fees
or premium tax charges have been assessed. Premium tax charges may be
applicable. See Premium Tax Charges on page 30.
<PAGE>
<TABLE>
<CAPTION>
Example 1: Example 1 shows expenses for contracts without the optional Riders
based on fee waivers and reimbursements for the portfolios for 1998. There is no
guarantee that any fee waivers or expense reimbursements will continue in the
future. Since there is no sales load, the expenses are the same whether or not
the owner annuitizes or surrenders the contract at the end of the applicable
time period.
--------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------
----------------------------------------
<S> <C> <C> <C> <C>
Alger American Income & Growth $21 $66 $113 $243
Alliance VPF Growth & Income $22 $67 $114 $246
Alliance VPF Premier Growth $25 $77 $131 $280
Dreyfus VIF Capital Appreciation $22 $69 $118 $254
Dreyfus VIF Small Cap $22 $68 $116 $250
Janus Aspen Series Balanced $22 $67 $115 $247
Janus Aspen Series Worldwide Growth $22 $66 $114 $245
MFS VIT Emerging Growth $23 $70 $120 $258
MFS VIT Growth with Income $23 $71 $122 $262
MFS VIT Research $23 $71 $121 $260
MSDW UF Emerging Markets Equity $34 $103 $175 $364
MSDW UF Fixed Income $21 $66 $113 $243
MSDW UF High Yield $22 $69 $118 $253
MSDW UF International Magnum $26 $79 $136 $289
OCC Accumulation Trust Managed $23 $69 $119 $255
OCC Accumulation Trust Small Cap $23 $71 $122 $262
PIMCO VIT StocksPLUS Growth & Income $21 $64 $110 $238
Transamerica VIF Growth $23 $70 $120 $258
Transamerica VIF Money Market $20 $63 $108 $233
------------------------------------------------------------------------------------------------------
Example 2: Example 2 shows expenses for contracts with the optional GMDB Rider
based on fee waivers and reimbursements for the portfolios for 1998. There is no
guarantee that any fee waivers or expense reimbursements will continue in the
future. Since there is no sales load, the expenses are the same whether or not
the owner annuitizes or surrenders the contract at the end of the applicable
time period.
-----------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------------
----------------------------------------
Alger American Income & Growth $23 $72 $123 $264
Alliance VPF Growth & Income $24 $73 $125 $267
Alliance VPF Premier Growth $27 $83 $141 $299
Dreyfus VIF Capital Appreciation $24 $75 $129 $275
Dreyfus VIF Small Cap $24 $74 $127 $271
Janus Aspen Series Balanced $24 $73 $125 $268
Janus Aspen Series Worldwide Growth $24 $72 $124 $266
MFS VIT Emerging Growth $25 $76 $131 $279
MFS VIT Growth with Income $25 $77 $132 $282
MFS VIT Research $25 $77 $131 $280
MSDW UF Emerging Markets Equity $36 $109 $184 $382
MSDW UF Fixed Income $23 $72 $123 $264
MSDW UF High Yield $24 $75 $128 $274
MSDW UF International Magnum $28 $85 $145 $308
OCC Accumulation Trust Managed $25 $75 $129 $276
OCC Accumulation Trust Small Cap $25 $77 $132 $282
PIMCO VIT StocksPLUS Growth & Income $23 $70 $120 $258
Transamerica VIF Growth $25 $76 $131 $279
Transamerica VIF Money Market $22 $69 $118 $253
---------------------------------------------------------------------------------------------------
Example 3: Example 3 shows expenses for contracts with the optional GMDB Rider
and GMIB Rider based on fee waivers and reimbursements for the portfolios for
1998. There is no guarantee that any fee waivers or expense reimbursements will
continue in the future. Since there is no sales load, the expenses are the same
whether or not the owner annuitizes or surrenders the contract at the end of the
applicable time period.
-----------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------------
----------------------------------------
Alger American Income & Growth $25 $78 $133 $284
Alliance VPF Growth & Income $26 $79 $135 $287
Alliance VPF Premier Growth $29 $89 $151 $319
Dreyfus VIF Capital Appreciation $26 $81 $139 $294
Dreyfus VIF Small Cap $26 $80 $137 $290
Janus Aspen Series Balanced $26 $79 $135 $288
Janus Aspen Series Worldwide Growth $26 $78 $134 $286
MFS VIT Emerging Growth $27 $82 $141 $298
MFS VIT Growth with Income $27 $83 $142 $301
MFS VIT Research $27 $83 $141 $299
MSDW UF Emerging Markets Equity $38 $115 $193 $399
MSDW UF Fixed Income $25 $78 $133 $284
MSDW UF High Yield $26 $81 $138 $293
MSDW UF International Magnum $30 $91 $155 $327
OCC Accumulation Trust Managed $27 $81 $139 $295
OCC Accumulation Trust Small Cap $27 $83 $142 $301
PIMCO VIT StocksPLUS Growth & Income $25 $76 $131 $279
Transamerica VIF Growth $27 $82 $141 $298
Transamerica VIF Money Market $24 $75 $128 $274
---------------------------------------------------------------------------------------------------
</TABLE>
These examples should not be considered representations of past or future
expenses. Actual expenses paid may be greater or less than those shown, subject
to the guarantees in the contract. The assumed 5% annual rate of return is
hypothetical and should not be considered a representation of past or future
annual returns, which may be greater or less than this assumed rate.
<PAGE>
55
Condensed Financial Information
You will find condensed financial information on each sub-account in Appendix C
on page 49. You will find the full financial statements and reports of
independent auditors for the variable account in the Statement of Additional
Information.
General Account Options
The multi-year guarantee period options provide specified rates of interest for
specified terms of currently, three, five and seven years. These rates are
subject to interest adjustments on early withdrawals or transfers which, if
applicable, could reduce the interest credited to the 3% minimum rate. The
multi-year guarantee period options may not be available in all states. Refer to
the contract for limitations.
Investment Options Limit
Currently, you may not elect more than a total of 18 investment options over the
life of the contract. Investment options include variable sub-accounts and
general account options.
Transfers Before the Annuity Date
Before the annuity date, you may transfer values between the variable
sub-accounts and the general account options. For transfers after the annuity
date, see After the Annuity Date on page 24. Transfers out of a guarantee period
before the end of the term may be subject to an interest adjustment which may
reduce interest credited to the 3% minimum rate.
We currently impose a transfer fee of $10 for each transfer in excess of 18 made
during the same contract year.
Withdrawals
You may withdraw all or part of the cash surrender value on or before the
annuity date. The cash surrender value of your contract is the account value
less any account fee, interest adjustment and premium tax charges. The account
fee generally will be deducted on a full surrender of a contract if the account
value is then less than $50,000. We may delay payment of any withdrawal from the
general account options for up to six months.
Withdrawals may be taxable, subject to withholding and a penalty tax.
Withdrawals from qualified contracts may be subject to severe restrictions and,
in certain circumstances, prohibited. See Federal Tax Matters on page 35.
Other Charges and Deductions
We deduct:
a mortality and expense risk charge of 1.25% annually of the assets in
the variable account;
an administrative expense charge of 0.15% annually of these assets.
The administrative expense charge may change, but we guarantee it won't
exceed a maximum effective annual rate of 0.35%; and
We do not currently deduct an account fee. However, we reserve the right to
deduct an account fee of $30 at the end of each contract year and upon
surrender. We will waive the account fee for a contract year if the account
value is more than $50,000 on the last business day of that year, or as of
the date of surrender.
After the annuity date, we will deduct the annual annuity fee of $30 in equal
installments from each periodic payment under the variable payment option.
For each transfer in excess of 18 during a contract year, we will impose a
transfer fee of $10. See Transfer Fee on page 30.
We do not currently deduct charges for premium taxes, including retaliatory
premium taxes, except for annuitizations. But we could impose such charges in
some jurisdictions. Depending on the applicability of such taxes, we could
deduct the charges from purchase payments, from amounts withdrawn, and/or upon
annuitization. See Premium Tax Charges on page 30.
In addition, amounts withdrawn or transferred out of a multi-year guarantee
period option before the end of its term may be subject to an interest
adjustment.
Guaranteed Minimum Death Benefit/ Guaranteed Minimum Income Benefit Riders. If
you elect the Guaranteed Minimum Death Benefit, or GMDB, Rider or both the GMDB
and the Guaranteed Minimum Income Benefit, or GMIB, Riders, we will deduct the
appropriate annual fee at the end of each contract month t the rate of 1/12
times the annual fee times the account value. The annual fee for the GMDB is
0.20% of the account value. The annual fee for both the GMDB/GMIB Riders is
0.40% of the account value. You may elect the GMIB Rider only if you also elect
the GMDB Rider. These riders must be elected before the contract effective date
and cannot be reinstated if cancelled.
These Riders are not available in all states.
Currently, we do not deduct fees for any other services or options under the
contract. However, we reserve the right to impose fees to cover processing for
certain services and options in the future. This may include dollar cost
averaging, systematic withdrawals, automatic payouts, asset allocation and asset
rebalancing.
Settlement Option Payments
Settlement option payments will be made either on a fixed basis or a variable
basis or a combination of a fixed and variable basis, as you select. You have
flexibility in choosing the annuity date, but it may generally not be a date
later than an annuitant's 85th birthday or the tenth contract anniversary,
whichever occurs later. The annuity date may never be later than an annuitant's
100th birthday. Certain qualified contracts may have restrictions as to the
annuity date and the types of settlement options available.
Four settlement options are available under the contract:
1. life annuity;
2. life and contingent annuity;
3. life annuity with period certain; or
4. joint and survivor annuity.
If the GMIB Rider is elected, a minimum income benefit is also available. See
Guaranteed Minimum Income Benefit Rider on page 31.
Death of Owner Before Annuity Date
If you or the joint owner die before the annuity date, the death benefit will be
the account value.
If you elect the GMDB Rider, and death occurs before the annuity date and
neither you nor the joint owner has attained age 85, the death benefit will be
the greatest of three amounts:
a) the account value;
b) the sum of all purchase payments, less withdrawals taken, and applicable
premium tax charges; and
c) the highest account value on any contract anniversary before the earlier of
your or the joint owner's 85th birthday, plus purchase payments made, less
withdrawals taken and premium tax charges since that contract anniversary.
If you elect the GMDB Rider, and you or the joint owner die before the annuity
date and after your or the joint owner's 85th birthday, the death benefit will
be the greater of two amounts:
a) the account value; and
the account value; orunt value on any contract anniversary
the highest account value on any contract anniversary prior to the earlier of
your or the joint owner's 85th birthday, plus purchase payments made, less
withdrawals taken and premium tax charges since that contract anniversary.
The death benefit will generally be paid within seven days of receipt of the
required proof of death of an owner and election of the method of settlement or
as soon thereafter as we have sufficient information to make the payment, but if
no settlement method is elected the death benefit will be distributed within
five years after the owner's death. The death benefit may be paid as either a
lump sum or as a settlement option. Amounts in the multi-year guarantee period
options will not be subject to interest adjustments in calculating the death
benefit.
If the owner is not a natural person, we will treat the annuitant as the owner
for purposes of the death benefit.
Federal Income Tax Consequences
An owner who is a natural person generally should not be taxed on increases in
the account value until a distribution under the contract occurs. A taxable
event would occur, for example, with a withdrawal or settlement option payment,
or as the result of a pledge, loan, or assignment of a contract. Generally, a
portion, up to 100%, of any distribution or deemed distribution is taxable as
ordinary income. The taxable portion of distributions is generally subject to
income tax withholding unless the recipient elects otherwise. Withholding is
mandatory for certain qualified contracts. In addition, a federal penalty tax
may apply to certain distributions. See Federal Tax Matters on page 35.
Right to Cancel
As the owner, you have the right to examine the contract for a limited period,
known as a "free look period." You may cancel the contract during this period by
delivering or mailing a written notice of cancellation, or sending a telegram to
our Service Center. You must return the contract before midnight of the tenth
day after receipt of the contract, or longer in some situations or if required
by state law. Notice given by mail and the return of the contract by mail will
be effective on the date received by us. Unless otherwise required by law, we
will refund the purchase payments allocated to any general account option, minus
any withdrawals, plus the variable accumulated value as of the date your written
notice to cancel and your contract are received by us. See Purchase Payments on
page 20.
Questions
We will answer your questions about procedures or the contract if you write to:
The Transamerica Annuity Service Center
P.O. Box 31848
Charlotte, North Carolina
28231-1848
Or call us at: 1-800-258-4260
All inquiries should include the contract number and the owner's name.
Please Note: The foregoing summary is qualified in its entirety by the detailed
information in the remainder of this prospectus and in the prospectuses for the
portfolios. Please refer to this prospectus and the portfolio prospectuses for
more detailed information. With respect to qualified contracts, the requirements
of a particular retirement plan, an endorsement to the contract, or limitations
or penalties imposed by the Code or the Employee Retirement Income Security Act
of 1974, as amended, may impose additional limits or restrictions. These limits
or restrictions may be on purchase payments, withdrawals, distributions, or
benefits, or on other provisions of the contract. This prospectus does not
describe such limitations or restrictions. See Federal Tax Matters on page 35.
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
AND THE VARIABLE ACCOUNT
Transamerica Life Insurance and Annuity Company
Transamerica Life Insurance and Annuity Company, or Transamerica, is a stock
life insurance company incorporated under the laws of the State of California in
1966. The Company moved to North Carolina in 1994. It is principally engaged in
the sale of life insurance and annuity policies. The address of Transamerica is
401 North Tryon Street, Charlotte, North Carolina 28202.
On July 21, 1999, Transamerica Corporation completed its merger with a
subsidiary of AEGON N.V., one of the world's leading international insurance
groups. Transamerica Corporation, a subsidiary of AEGON N.V., indirectly owns
the issuing company, Transamerica Life Insurance and Annuity Company.
Published Ratings
Transamerica may from time to time publish its ratings in advertisements, sales
literature and reports to owners. We receive ratings and other information from
one or more independent rating organizations such as A.M. Best Company, Standard
& Poor's, Moody's, and Duff & Phelps. The ratings reflect the financial strength
and/or claims-paying ability of Transamerica. These ratings should not be
considered as bearing on the investment performance of the variable account.
Ratings and investment performance are unrelated. Each year the A.M. Best
Company reviews the financial status of thousands of insurers, resulting in the
assignment of Best's Ratings. These ratings reflect A.M. Best's current opinion
of the relative financial strength and operating performance of an insurance
company in comparison to the norms of the life/health insurance industry.
In addition, the claims-paying ability of Transamerica as measured by Standard &
Poor's Insurance Ratings Services, Moody's, or Duff & Phelps may be referred to
in advertisements or sales literature or in reports to owners. These ratings are
opinions provided by the companies named above. These opinions relate to how
well they have determined Transamerica is prepared, from a financial standpoint,
to meet our insurance and annuity obligations. The terms of our obligations are
stated within the general account options of this contract. These ratings do not
reflect the investment performance of the variable account or the degree of risk
associated with an investment in the variable account.
Insurance Marketplace Standards
Association
In recent years, the insurance industry has recognized the need to develop
specific principles and practices to help maintain the highest standards of
marketplace behavior and enhance credibility with consumers. As a result, the
industry established the Insurance Marketplace Standards Association (IMSA). As
an IMSA member, we agree to follow a set of standards in our advertising, sales
and service for individual life insurance and annuity products. The IMSA logo,
which you will see on our advertising and promotional materials, demonstrates
that we take our commitment to ethical conduct seriously.
The Variable Account
Separate Account VA-7 of Transamerica, or the variable account, was established
by Transamerica as a separate account under the laws of the State of North
Carolina following June 11, 1996, resolutions adopted by Transamerica's Board of
Directors. The variable account is registered with the Securities and Exchange
Commission, or the Commission, under the Investment Company Act of 1940 as a
unit investment trust. It meets the definition of a separate account under the
federal securities laws. However, the Commission does not supervise the
management or the investment practices or policies of the variable account.
The assets of the variable account are owned by Transamerica, but they are held
separately from the other assets of Transamerica. Section 58-7-95 of the North
Carolina Insurance Law provides that the assets of a separate account are not
chargeable with liabilities incurred in any other business operation of the
insurance company. This is the case except to the extent that assets in the
separate account exceed the reserves and other liabilities of the separate
account.
Income, gains and losses incurred on the assets in the variable account, whether
or not realized, are credited to or charged against the variable account without
regard to other income, gains or losses of Transamerica. Therefore, the
investment performance of the variable account is entirely independent of the
investment performance of Transamerica's general account assets or any other
separate account maintained by Transamerica.
The variable account currently has 19 variable sub-accounts available under the
contract, each of which invests solely in a specific corresponding portfolio. At
our discretion, we may make changes to the variable sub-accounts.
THE PORTFOLIOS
Each of the variable sub-accounts offered under the contract invests exclusively
in one of the portfolios. Descriptions of each portfolio's investment objective
follow. The management fees listed below are specified in each portfolio
adviser's contract before any fee waivers.
The Income and Growth Portfolio of The Alger American Fund seeks, primarily, a
high level of dividend income. Capital appreciation is a secondary objective of
the portfolio. The portfolio invests in dividend paying equity securities, such
as common or preferred stocks, preferably those which the Manager believes also
offer opportunities for capital appreciation.
Adviser: Fred Alger Management, Inc. Management Fee: 0.625%.
The Growth and Income Portfolio of the Alliance Variable Products Series Fund,
Inc., seeks reasonable current income and reasonable opportunity for
appreciation through investments primarily in dividend-paying common stocks of
good quality. Whenever the economic outlook is unfavorable for investment in
common stock, this portfolio may invest in other types of securities, such as
bonds, convertible bonds, preferred stock and convertible preferred stocks. The
portfolio managers will purchase and sell portfolio securities at times and in
amounts as management deems advisable in light of market, economic and other
conditions.
Adviser: Alliance Capital Management L.P.
Management Fee: 0.625%.
The Premier Growth Portfolio of Alliance Variable Products Series Fund, Inc.,
seeks growth of capital by pursuing aggressive investment policies. Since this
portfolio's investments will be made based upon their potential for capital
appreciation, current income will not be a high priority for this portfolio. The
portfolio will invest mainly in the equity securities, such as common stocks,
securities convertible into common stocks and rights and warrants to subscribe
for or purchase common stocks. Equity investments will be of a limited number of
large,
the companies chosen will be those which are likely to achieve superior
earnings growth. Approximately 25 companies believed by the Adviser to show
superior potential for capital appreciation will usually constitute
approximately 70% of the portfolio's net assets at any one time. The portfolio
thus differs from more typical equity mutual funds by investing most of its
assets in a relatively small number of intensively researched companies. Under
normal circumstances the portfolio will invest at least 85% of the value of its
total assets in the equity securities of U.S. companies.
Adviser: Alliance Capital Management L.P.
Management Fee: 1.00%.
The Capital Appreciation Portfolio of the Dreyfus Variable Investment Fund is a
diversified portfolio seeking long-term capital growth and preservation of
principal. Current income is a secondary investment objective. During periods of
strong market momentum, the portfolio will invest aggressively to increase its
holdings in: common stocks of foreign and domestic issuers, common stocks with
warrants attached and debt securities of foreign governments. Generally, the
portfolio will invest in large cap companies, defined as those with market
capitalizations exceeding $500 million. These companies will also be selected on
the basis of their potential to achieve predictable, above average earnings
growth.
Adviser: The Dreyfus Corporation.
Sub-Adviser: Fayez Sarofim & Co.
Management Fee: 0.75%.
The Small Cap Portfolio of the Dreyfus Variable Investment Fund seeks to
maximize capital appreciation by investing principally in common stocks of
domestic and foreign issuers. Under normal market conditions, the portfolio will
invest at least 65% of its total assets in companies with market capitalizations
of less than $1.5 billion at the time of purchase. Companies selected for this
portfolio will include those thought to possess new or innovative products or
services which are expected to propel growth in future earnings.
Adviser: The Dreyfus Corporation.
Management Fee: 0.75%.
The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth
consistent with preservation of capital and current income. Normally, this
diversified portfolio invests 40-60% of its assets in securities selected
primarily for their growth potential. The balance of its holdings is invested in
securities selected primarily for their capacity to generate income. Such
holdings are likely to consist of bonds and preferred stocks. Typically, at
least 25% of this portfolio is made up of fixed-income securities.
Adviser: Janus Capital Corporation. Management Fee: 0.75% of the first $300
million plus 0.70% of the next $200 million plus 0.65% of the assets over $500
million.
The Worldwide Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner consistent with the preservation of capital. It is a
diversified portfolio that pursues its objective primarily through investments
in common stocks of foreign and domestic issuers. The portfolio has the
flexibility to invest on a worldwide basis in companies and other organizations
of any size, regardless of country of origin or place of principal business
activity. The portfolio normally invests in issuers from at least five different
countries, including the United States. The portfolio may at times invest in
fewer than five countries or even a single country.
Adviser: Janus Capital Corporation. Management Fee: 0.75% of the first $300
million plus 0.70% of the next $200 million plus 0.65% of the assets over $500
million.
The Emerging Growth Series of the MFS Variable Insurance Trust will seek
long-term growth of capital. The series invests, under normal market conditions,
at least 65% of its total assets in common stocks and related securities, such
as preferred stocks, convertible securities and depositary receipts for those
securities, of emerging growth companies. These companies are companies that the
series' adviser believes are either early in their life cycle but have the
potential to become major enterprises or are major enterprises whose rates of
earnings growth are expected to accelerate.
Adviser: Massachusetts Financial Services
Company. Management Fee: 0.75%.
The Growth with Income Series of the MFS Variable Insurance Trust will seek
long-term growth of capital and future income while providing more current
dividend income than is normally obtainable from a portfolio of only growth
stocks. The series invests, under normal market conditions, at least 65% of its
total assets in common stock and related securities, such as preferred stocks,
convertible securities and depositary receipts for those securities. While the
fund may invest in companies of any size, the fund generally focuses on
companies with larger market capitalizations that the series' adviser believes
have sustainable growth prospects and attractive valuations based on current and
expected earnings or cash flow.
Adviser: Massachusetts Financial Services Company.
Management Fee: 0.75%.
The Research Series of the MFS Variable Insurance Trust will seek to provide
long-term growth of capital and future income. The series invests, under normal
market conditions, at least 80% of its total assets in common stocks and related
securities, such as preferred stocks, convertible securities and depositary
receipts. The series focuses on companies that the series' adviser believes have
favorable prospects for long-term growth, attractive valuations based on current
and expected earnings or cash flow, dominant or growing market share and
superior management.
Adviser: Massachusetts Financial Services Company.
Management Fee: 0.75%.
The Emerging Markets Equity Portfolio of Morgan Stanley Dean Witter Universal
Funds, Inc., seeks long-term capital appreciation by investing primarily in
equity securities of issuers in emerging market countries. The Adviser seeks to
maximize returns by investing in growth-oriented equity securities in emerging
markets. The Adviser's investment approach combines top-down country allocation
with bottom-up stock selection. Investment selection criteria include attractive
growth characteristics, reasonable valuations and managements with a strong
shareholder value orientation. The portfolio's assets are allocated among
emerging markets based on relative economic, political and social fundamentals,
stock valuations and investor sentiments.
Adviser: Morgan Stanley Dean Witter Investment Management Inc.
Management Fee: 1.25% of the first $500 million plus 1.20% of the next $500
million plus 1.15% of the assets over
$1 billion.
The Fixed Income Portfolio of Morgan Stanley Dean Witter Universal Funds, Inc.,
seeks above-average total return over a market cycle of three to five years by
investing primarily in a diversified portfolio of U.S. government and agency
bonds, corporate bonds, mortgage backed securities, foreign bonds and other
fixed income securities and derivatives. The portfolio invests primarily in
investment grade securities, but may also invest a portion of its assets in high
yield securities, also known as junk bonds. The portfolio's average weighted
maturity will ordinarily exceed five years.
Adviser: Miller Anderson & Sherrerd, LLP. Management Fee: 0.40% of the first
$500 million plus 0.35% of the next $500 million plus 0.30% of the assets over
$1 billion.
The High Yield Portfolio of Morgan Stanley Dean Witter Universal Funds, Inc.,
seeks above-average total return over a market cycle of three to five years by
investing primarily in a diversified portfolio of high yield securities of U. S.
and foreign issuers (including emerging markets), including corporate bonds and
other fixed income securities and derivatives. High yield securities are rated
below investment grade and are commonly referred to as "junk bonds." The
portfolio's average weighted maturity will ordinarily exceed five years.
Adviser: Miller Anderson & Sherrerd, LLP. Management Fee: 0.50% of first $500
million plus 0.45% of next $500 million plus 0.40% of the assets over $1
billion.
The International Magnum Portfolio of Morgan Stanley Dean Witter Universal
Funds, Inc., seeks long-term capital appreciation by investing primarily in
equity securities of non-U.S. issuers domiciled in EAFE countries. The countries
in which the portfolio will invest are those comprising the Morgan Stanley
Capital International EAFE Index, which includes Australia, Japan, New Zealand,
most nations located in Western Europe and certain developed countries in Asia,
such as Hong Kong and Singapore. Collectively, we refer to these as the EAFE
countries. The portfolio may invest up to 5% of its total assets in securities
of issuers domiciled in non-EAFE countries. Under normal circumstances, at least
65% of the total assets of the portfolio will be invested in equity securities
of issuers in at least three different EAFE countries.
Adviser: Morgan Stanley Dean Witter Investment Management Inc.
Management Fee: 0.80% of the first $500 million plus 0.75% of the next $500
million plus 0.70% of the assets over $1 billion.
The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through investment in a portfolio consisting of common stocks, bonds and
cash equivalents, the percentages of which will vary based on the Adviser's
assessments of the relative outlook for such investments. Debt securities are
expected to be predominantly investment grade intermediate to long term U.S.
Government and corporate debt. The portfolio will also invest in high quality
short-term money market and cash equivalent securities and may invest almost all
of its assets in such securities when necessary to preserve capital. In
addition, the portfolio may also purchase foreign securities. These foreign
securities must be listed on a domestic or foreign securities exchange or
represented by American depository receipts.
Adviser: OpCap Advisors. Management Fee: 78% of the first $400 million plus
0.75% of next $400 million plus 0.70% of the assets over $800 million.
The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified portfolio of stocks issued by small
companies. It will consist primarily of equity securities of companies with
market capitalizations of under $1 billion. Under normal circumstances at least
65% of the portfolio's assets will be invested in equity securities. The
majority of securities purchased by the portfolio will be traded on the New York
Stock Exchange, the American Stock Exchange or in the over-the-counter market.
The portfolio's holdings may also include options, warrants, bonds, notes and
convertible bonds. In addition, the portfolio may also purchase foreign
securities. Foreign securities must listed on a domestic or foreign securities
exchange or be represented by American depository receipts.
Adviser: OpCap Advisors.
Management Fee: 0.80% of the first $400 million plus 0.75% of the next $400
million plus 0.70% of assets over $800 million.
The StocksPLUS Growth and Income Portfolio of PIMCO Variable Insurance Trust
seeks to achieve a total return which exceeds the total return performance of
the S&P 500. The Portfolio invests in common stocks, options, futures, options
on futures and swaps. Under normal market conditions, the Portfolio invests
substantially all of its assets in S&P 500 derivatives, backed by a portfolio of
fixed income instruments. The Portfolio uses S&P 500 derivatives in addition to
or in place of S&P 500 stocks to attempt to equal or exceed the performance of
the S&P 500. The Adviser actively manages the fixed income assets held by the
Portfolio, with a view to enhancing the Portfolio's total return investment
performance, subject to an overall portfolio duration which is normally not
expected to exceed one year. The Portfolio may invest up to 10% of its assets in
high yield bonds rated B or higher by Moody's or S&P, or if unrated, determined
by the Adviser to be comparable quality. The Portfolio may also invest up to 20%
of its assets in securities denominated in foreign currencies and may invest
beyond this limit in U.S. dollar denominated securities of foreign issuers.
Adviser: Pacific Investment Management Company.
Management Fee: 0.40%
The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc., seeks
long-term capital growth through investment in common stocks of listed and over
the counter issues. The Growth Portfolio invests primarily in common stocks of
growth companies that are considered by the manager to be premier companies. In
the manager's view, characteristics of premier companies include one or more of
the following: dominant market share; leading brand recognition; proprietary
products or technology; low-cost production capability; and excellent management
with shareholder orientation. The manager of the Portfolio believes in long-term
investing and places great emphasis on the sustainability of the above
competitive advantages. Unless market conditions dictate otherwise, the manager
tries to keep the Portfolio fully invested in equity securities. attempting to
enter and exit the market at strategic times is not a commonly used strategy for
this portfolio. However, when in the judgment of the Sub-Adviser market
conditions warrant, the portfolio may, for temporary defensive purposes, hold
part or all of its assets in cash, debt or money market instruments. The
portfolio may invest up to 10% of its assets in debt securities having a call on
common stocks that are rated below investment grade.
Adviser: Transamerica Occidental Life Insurance Company.
Sub-Adviser: Transamerica Investment Services, Inc.
Management Fee: 0.75%.
The Money Market Portfolio of the Transamerica Variable Insurance Fund, Inc.,
seeks to maximize current income from money market securities consistent with
liquidity and the preservation of principal. The portfolio invests primarily in
high quality U. S. dollar-denominated money market instruments with remaining
maturities of 13 months or less. These include: obligations issued or guaranteed
by the U. S. and foreign governments and their agencies and instrumentalities;
obligations of U. S. and foreign banks, or their foreign branches, and U. S.
savings banks; short-term corporate obligations, including commercial paper,
notes and bonds; other short-term debt obligations with remaining maturities of
397 days or less; and repurchase agreements involving any of the securities
mentioned above. The portfolio may also purchase other marketable,
non-convertible corporate debt securities of U. S. issuers. These investments
include bonds, debentures, floating rate obligations, and issues with optional
maturities.
Adviser: Transamerica Occidental Life Insurance Company.
Sub-Adviser: Transamerica Investment Services, Inc.
Management Fee: 0.35%.
Meeting investment objectives depends on various factors, including, but not
limited to, how well the portfolio managers anticipate changing economic and
market conditions. There is no assurance that any of these portfolios will
achieve their stated objectives.
An investment in the contract is not a deposit or obligation of, or guaranteed
or endorsed, by any bank. Nor is the contract federally insured by the Federal
Deposit Insurance Corporation or any other government agency. Investing in the
contract involves certain investment risks, including possible loss of
principal.
Since all of the portfolios are available to registered separate accounts
offering variable annuity and variable life products of Transamerica and to
other insurance companies as well, there is a possibility of a material
conflict. If such a conflict arises between the interests of the variable
account and one or more other separate accounts investing in the portfolios, the
affected insurance companies will take steps to resolve the matter. These steps
may include stopping their separate accounts from investing in the portfolios.
See the portfolios' prospectuses for greater detail on this subject.
You can find additional information concerning the investment objectives and
policies of all of the portfolios, the investment advisory services and
administrative services and charges in the current prospectuses for the
portfolios which accompany this prospectus.
Read the prospectuses of the portfolios which interest you carefully before you
make any decision concerning how you will invest in, or transfer monies among,
the variable sub-accounts.
Transamerica may receive payments from some or all of the portfolios or their
advisers, in varying amounts. These payments may be based on the amount of
assets allocated to the portfolios. The payments are for administrative or
distribution services.
Portfolios Not Publicly Available
The portfolios are open-end management investment companies, or portfolios or
series of, open-end management companies registered with the SEC under the 1940
Act, that are often referred to as mutual funds. This SEC registration does not
involve SEC supervision of the investments or investment policies of the
portfolios. Shares of the portfolios are not offered to the public but solely to
the insurance company separate accounts and other qualified purchasers as
limited by federal tax laws. These portfolios are not the same as mutual funds
that may have very similar names that are sold directly to the public, and the
performance of such publicly available funds, which have different portfolios
and expenses, should not be considered as an indication of the performance of
the portfolios. The assets of each portfolio are held separate from the assets
of the other portfolios. Each portfolio operates as a separate investment
vehicle. The income or losses of one portfolio have no effect on the investment
performance of another portfolio. The sub-accounts reinvest dividends and/or
capital gains distributions received from a portfolio in more shares of that
portfolio as retained assets.
Addition, Deletion, or Substitution
Transamerica does not control the portfolios. For this reason, we cannot
guarantee that any of the variable sub-accounts offered under this contract or
any of the portfolios will always be available to you for investment purposes.
We retain the right to make changes in the variable account and in its
investments.
Transamerica reserves the right to eliminate the shares of any portfolio held by
a variable sub-account. We may also substitute shares of another portfolio or of
another investment company for the shares of any portfolio. We would do this if
the shares of the portfolio are no longer available for investment or if, in our
judgment, investment in any portfolio would be inappropriate in view of the
purposes of the variable account. To the extent required by the 1940 Act, if we
substitute shares in a variable sub-account that you own, we will provide you
with advance notice. We will also seek advance permission from the Commission.
This does not prevent the variable account from purchasing other securities for
other series or classes of variable annuity contracts. Nor does it prevent the
variable account from effecting an exchange between series or classes of
variable contracts on the basis of requests made by owners.
We reserve the right to create new variable sub-accounts for the contracts when,
in our sole discretion, marketing, tax, investment or other conditions warrant
that we do. Any new variable sub-accounts will be made available to existing
owners on a basis to be determined by us. Each additional variable sub-account
will purchase shares in a mutual fund portfolio or other investment vehicle. We
may also eliminate one or more variable sub-accounts if, in our sole discretion,
marketing, tax, investment or other conditions warrant that we do. So, in the
event any variable sub-account is eliminated, we will notify owners and request
a re-allocation of the amounts invested in the eliminated variable sub-account.
In the event of any substitution or change, we may make the changes in the
contract that we deem necessary or appropriate to reflect substitutions or
changes. Furthermore, if we believe it to be in the best interest of persons
having voting rights under the contracts, the variable account may be operated
as a management company under the 1940 Act or any other form permitted by law.
It may also be de-registered under such Act in the event that registration is no
longer required. Finally, it may also be combined with one or more other
separate accounts.
THE CONTRACT
This Transamerica BountySM contract is a flexible purchase payment deferred
variable annuity contract. It is part of the Transamerica SeriesSM of variable
insurance products. Other variable contracts are also available from
Transamerica. The rights and benefits of this contract are described below. They
will also be described in the individual contract or in the certificate and
group contract. However, we reserve the right to modify the individual contract
and the group contract and its underlying certificates if required by law. We
also reserve the right to give the owner the benefit of any federal or state
statute, rule or regulation. The obligations under the contract are obligations
of Transamerica. The contracts are available on a non-qualified basis and on a
qualified basis. Contracts available on a qualified basis are as follows:
a) rollover and contributory individual retirement annuities, or IRAs, under
Code Sections 408(a) and 408(b);
b) conversion, rollover and contributory Roth IRAs under Code Section 408A;
c) simplified employee pension plans; or SEP/IRAs, that qualify for special
federal income tax treatment under Code Section 408(k);
d) rollover Code Section 403(b) annuities, including Rev. Rul. 90-24
transfers, with no additional premiums; and
e) qualified pension and profit sharing plans intended to qualify under Code
Section 401.
Generally, qualified contracts contain certain restrictive provisions limiting
the timing and amount of purchase payments to, and distributions from, the
qualified contract.
Ownership
As the owner, you are entitled to the rights granted by the contract. If there
are joint owners, the one designated as the primary owner will receive all mail
and any tax reporting information.
For non-qualified contracts, the owner is entitled to designate the annuitant(s)
and, if the owner is an individual, as opposed to a trust, corporation or other
legal entity, the owner can change the annuitant(s) at any time before the
annuity date. Any such change will be subject to our then current underwriting
requirements. We reserve the right to reject any change of annuitants which has
been made without our prior written consent.
If the owner is not an individual, the annuitant(s) may not be changed once the
contract is issued. Different rules apply to qualified contracts.
For each contract, a different account will be established and values, benefits
and charges will be calculated separately. The various administrative rules
described below will apply separately to each contract, unless otherwise noted.
PURCHASE PAYMENTS
All purchase payments can be paid to our Service Center by check payable to
Transamerica. A confirmation will be issued to you, as the owner, upon the
acceptance of each purchase payment.
The initial purchase payment must be at least $25,000.
Your contract will be issued and your initial purchase payment generally will be
credited within two business days after the receipt of sufficient information to
issue a contract and the initial purchase payment at our Service Center. For us
to issue you a contract, you must provide sufficient information in a form
acceptable to us. We reserve the right to reject any purchase payment or request
for issuance of a contract. Normally we will not issue contracts to owners,
joint owners, or annuitants more than 90 years old. Nor will we normally accept
purchase payments after any owners', or annuitants' if non-individual owner,
91st birthday. In our discretion we may waive these restrictions in appropriate
cases.
If the initial purchase payment allocated to the variable sub-account(s) cannot
be credited within two days of receipt because the information is incomplete, or
for any other reason, we will contact you. We will explain the reason for the
delay and will refund the initial purchase payment within five business days. If
you consent to us retaining the initial purchase payment we will credit it to
the variable sub-account of your choice as soon as the requirements are
fulfilled.
You may make additional purchase payments at any time before the annuity date.
They must be at least $1,000 each, or at least $100 if made through an automatic
purchase payment plan. If you elect to use this option, additional purchase
payments will be automatically deducted from your bank account and allocated to
the contract. In addition, minimum allocation amounts apply. See Allocation of
Purchase Payments below. Additional purchase payments are credited to the
contract as of the date we receive payment from you.
Total purchase payments for any contract may not exceed $1,000,000 without our
prior approval.
In no event may the sum of all purchase payments for a contract during any
taxable year exceed the limits imposed by any applicable federal or state law,
rules, or regulations.
Allocation of Purchase Payments
You specify how purchase payments will be allocated under the contract. You may
allocate purchase payments among one or more of the variable sub-accounts and
the general account options as long as the portions are whole number
percentages. In addition, there is a minimum allocation of $1,000 to each
multi-year guarantee period. We may waive this minimum allocation amount under
certain options and circumstances.
Each purchase payment will be subject to the allocation percentages in effect at
the time of receipt of such purchase payment. You may change the allocation
percentages for additional purchase payments at any time by submitting a request
for such change to our Service Center in a form and manner acceptable to us. Any
changes to the allocation percentages are subject to the limitations above. Any
change will take effect with the first purchase payment we receive which
accompanies your request. If we receive your request separately, all purchase
payments arriving after it will be subject to its terms. Your request will
continue in effect until you change it again.
Free Look Option
If you exercise the free look option, unless otherwise required by law, we will
refund:
a) the purchase payment allocated to any general account option, minus any
withdrawals; plus
b) the variable accumulated value as of the date your written notice to cancel
and your contract are received by us.
In certain jurisdictions, under certain conditions, we are legally required to
return either:
a) the purchase payments, minus any withdrawals; or
b) the greater of purchase payments minus any withdrawals, or the account value.
Any initial allocation you make to the variable account may be held in the money
market variable sub-account during the applicable free look period plus 5 days
for delivery. Any allocations you make to the money market variable sub-account
will automatically be transferred at the end of the free-look period plus 5 days
according to your requested allocation. This transfer will not count against the
18 transfers allowed free of charge during the first contract year.
Investment Option Limit
Currently, you may not allocate monies to more than eighteen investment options
over the life of the contract. Investment options include variable sub-accounts
and general account options. Each variable sub-account and each duration of a
guarantee period under the multi-year guarantee period options that ever
received a transfer or purchase payment allocation counts as one towards this
total of eighteen limit. We may waive this limit in the future.
For example, if you make an allocation to the money market variable sub-account
and later transfer all of the funds out of this money market variable
sub-account, this would still count as one transfer for the purposes of the
limitation, even if it held no value. If you transfer from a variable
sub-account to another variable sub-account and later back to the first, the
count towards the limitation would be two, not three. If you select a guarantee
period and renew for the same term, the count will be one; but if you renew to a
guarantee period with a different term, the count will be two.
ACCOUNT VALUE
Before the annuity date, the account value is equal to:
a) the general account options accumulated value; plus
b) the variable accumulated value.
The variable accumulated value is determined at the end of each valuation day.
To determine the variable accumulated value on a day that is not a valuation
day, the value as of the end of the next valuation day will be used. The
variable accumulated value is expected to change from valuation period to
valuation period, reflecting how investments within selected portfolios
performed. The variable accumulated value will also reflect deductions for
charges and fees. A valuation period begins at the close of the New York Stock
Exchange (generally 4:00 p.m. ET) on each valuation day and ends at the close of
the New York Stock Exchange on the next succeeding valuation day. A valuation
day is each day that the New York Stock Exchange is open for regular business.
How Variable Accumulation Units Are Valued
Purchase payments allocated to a variable sub-account are credited to the
variable accumulated value in the form of variable accumulation units. The
number of variable accumulation units credited for each variable sub-account is
determined by dividing the purchase payment allocated to the variable
sub-account by the variable accumulation unit value for that variable
sub-account. In the case of the initial purchase payment, variable accumulation
units for that payment will be credited to the variable accumulated value within
two valuation days of the later of the date our Service Center receives:
the date sufficient information, in an acceptable manner and form; or
the date our Service Centerreceives the initial purchase payment.
In the case of any additional purchase payment, variable accumulation units for
that payment will be credited at the end of the valuation period during which we
receive the payment. The value of a variable accumulation unit for each variable
sub-account is established at the end of each valuation period and is calculated
by multiplying the value of that unit at the end of the prior valuation period
by the variable sub-account's net investment factor for the valuation period.
The value of a variable accumulation unit can go either up or down.
The net investment factor is used to determine the value of accumulation and
annuity unit values for the end of a valuation period. The applicable formula
can be found in the Statement of Additional Information.
Transfers involving variable sub-accounts will result in the crediting and/or
cancellation of variable accumulation units having a total value equal to the
dollar amount being transferred to or from a particular variable sub-account.
The crediting and cancellation of such units is made using the variable
accumulation unit value of the applicable variable sub-account as of the end of
the valuation day in which the transfer is effective.
TRANSFERS
Before the Annuity Date
Before the annuity date, you may transfer all or any portion of the account
value among the variable sub-accounts and the multi-year guarantee period
options.
Transfers among the variable sub-accounts and the general account options may be
made by submitting a request to our Service Center in a form and manner
acceptable to us. The transfer request must specify:
a) the variable sub-accounts and/or the general account options from which
your transfer is to be made;
b) the amount of your transfer; and
c) the variable sub-accounts and/or general account options to receive the
transferred amount.
The minimum amount which you may transfer from the variable sub-accounts and the
general account options is $1,000. Transfers among the variable sub-accounts are
also subject to the terms and conditions imposed by the portfolios.
When a transfer is made from a multi-year guarantee period before the end of its
term, the amount transferred may be subject to an interest adjustment. A
transfer from a guarantee period made within 30 days before the last day of its
term will not be subject to any interest adjustment.
We currently impose a transfer fee of $10 for each transfer in excess of 18 made
during the same contract year. We reserve the right to waive the transfer fee or
vary the number of transfers without charge. We may also choose not to count
transfers under certain options or services for purposes of the allowed number
without charge. See Other Restrictions below for additional limitations
regarding transfers. A transfer generally will be effective on the date the
request for transfer is received by our Service Center.
If a transfer reduces the value in a variable sub-account or multi-year
guarantee period to less than $1,000, then we reserve the right to transfer the
remaining amount along with the amount requested to be transferred. We will do
this according to the transfer instructions provided by you. Under current law,
there will not be any tax liability for transfers within the contract.
Telephone Transfers
We will allow telephone transfers if the owner has provided proper authorization
for such transfers in a form and manner acceptable to us. Withdrawals are not
permitted by telephone. We will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. If we follow such
procedures, we will not be liable for any losses due to unauthorized or
fraudulent instructions. In the opinion of certain government regulators, we may
be liable for such losses if it does not follow those procedures. The procedures
we will follow for telephone transfers may include requiring some form of
personal identification before acting on instructions received by telephone,
providing written confirmation of the transaction, and/or tape recording the
instructions given by telephone.
Other Restrictions
We reserve the right without prior notice to modify, restrict, suspend or
eliminate the transfer privileges, including telephone transfers, at any time
and for any reason. For example, restrictions may be necessary to protect owners
from adverse impacts on portfolio management of large and/or numerous transfers
by market timers or others. We have determined that the movement of significant
variable sub-account values from one variable sub-account to another may prevent
the underlying portfolio from taking advantage of investment opportunities. This
is likely to arise when the volume of transfers is high, since each portfolio
must maintain a significant cash position in order to handle redemptions. Such
movement may also cause a substantial increase in portfolio transaction costs
which must be indirectly borne by owners. Therefore, we reserve the right to
require that all transfer requests be made by the owner and not by a third party
holding a power of attorney. We also require that each transfer you request be
made by a separate communication to us. We also reserve the right to require
that each transfer request be submitted in writing and be manually signed by
owners. We may choose not to allow telephone or facsimile transfer requests.
Dollar Cost Averaging
Before the annuity date, you may request that amounts be automatically
transferred on a monthly basis from a source account, which is currently the
money market sub-account, to any of the variable sub-accounts. You can
accomplish this by submitting a request to our Service Center in a form and
manner acceptable to us. Other source accounts may be available; call our
Service Center for information regarding availability.
You may only dollar cost average from one source account at a time. The
transfers will begin when you request, but no sooner than one week following,
receipt of such request. For new variable annuity contracts, dollar cost
averaging transfers will not begin until the later of:
a) 30 days after the contract effective date; or
b) the estimated end of the free look period which allows 5 days for delivery.
Transfers will continue for the number of consecutive months which you selected
unless:
a) you terminate the transfers;
b) we automatically terminate the transfers because there are insufficient
amounts in the source account; or
c) for other reasons that are described in the election form.
You may request that monthly transfers be continued for a specific length of
time. You can do this by giving notice to our Service Center in a form and
manner acceptable to us within 30 days before the last monthly transfer. If you
do not make a request to continue the monthly transfers, this option will
terminate automatically with the last transfer at the end of the length of time
you initially designated.
Eligibility Requirements for Dollar Cost Averaging
the minimum amount that you can transfer out of the source account is $250 per
month; and
the minimum amount you can transfer into any other variable sub-account
is the greater of $250 or 10% of the amount being transferred.
$5,000. This limit may be changed for new elections of this service. Dollar
cost averaging transfers can not be made from a source account from which
systematic withdrawals or automatic payouts are also being made.
Currently, we do not charge for the dollar cost averaging option nor do they
count toward the number of transfers allowed without charge per contract year.
We may charge in the future for dollar cost averaging.
Dollar cost averaging transfers may not be made to or from any multi-year
guarantee period option. Dollar cost averaging may not be elected at the same
time that automatic asset rebalancing is in effect.
Automatic Asset Rebalancing
After purchase payments have been allocated among the variable sub-accounts, the
performance of each variable sub-account may cause proportions of the values in
the variable sub-accounts to vary from the percentages which you initially
defined. As the owner, you may instruct us to automatically rebalance the
amounts in the variable account by reallocating amounts among the variable
sub-accounts, at the time, and in the percentages, specified in your
instructions to us and accepted by us. You may elect to have the rebalancing
done on an annual, semi-annual or quarterly basis. You may elect to have amounts
allocated among the variable sub-accounts using whole percentages. The
multi-year guaranteed period option cannot be rebalanced.
You may elect to establish, change or terminate the automatic asset rebalancing
by submitting a request to our Service Center in a form and manner acceptable to
us. Automatic asset rebalancing currently will not count towards the number of
transfers without charge in a contract year. We reserve the right to discontinue
the automatic asset rebalancing service at any time for any reason. There is
currently no charge for the automatic asset rebalancing service. We may charge
for this service in the future, and may count the transfers toward those allowed
without charge.
Automatic asset rebalancing may not be elected at the same time that dollar cost
averaging is in effect.
After the Annuity Date
If a variable payment option is elected, you may make transfers among variable
sub-accounts after the annuity date by giving a written request to our Service
Center, subject to the following provisions:
a) transfers after the annuity date may be made no more than four times during
any contract year; and
b) the minimum amount transferred from one variable sub-account to another is
the amount supporting a current $75 monthly payment.
Transfers among variable sub-accounts after the annuity date will be processed
based on the formula outlined in the appendix in the Statement of Additional
Information.
CASH WITHDRAWALS
If you are the owner of a non-qualified contract, you may withdraw all or part
of the cash surrender value at any time before the annuity date by giving a
written request to our Service Center. For qualified contracts, you should refer
to the terms of the particular retirement plan or arrangement for any additional
limitations or restrictions, including prohibitions, on cash withdrawals. The
cash surrender value is equal to the account value, minus any account fee,
interest adjustment and premium tax charges. A full surrender will result in a
cash withdrawal payment equal to the cash surrender value at the end of the
valuation period during which the election is received. It must be received
along with all completed forms required at that time by us. No surrenders or
withdrawals may be made after the annuity date. Partial withdrawals must be at
least $1,000.
In the case of a partial withdrawal, you may direct our Service Center to
withdraw amounts from specific variable sub-accounts and/or from the general
account options. If you do not specify, the withdrawal will be taken pro rata
from the account value.
A partial withdrawal request cannot be fulfilled if it would reduce your account
value to less than $2,000. In such instances, you will be notified.
Any withdrawal requests, including surrender requests, generally will be
processed as of the end of the valuation period during which the request and all
completed forms are received. We will pay any cash withdrawal, settlement option
payment or lump sum death benefit due from the variable account and process of
any transfers within seven days from the date we receive your request. However,
we may postpone such payment if:
the New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on the Exchange is otherwise restricted;
an emergency exists as defined by the Commission, or the Commission
requires that trading be restricted; or
the Commission permits a delay for the protection of owners.
The withdrawal request will be effective when we receive all required withdrawal
request forms. Payments to you for any monies derived from a purchase payment
which you made by check may be delayed until your check has cleared your bank.
When you make a withdrawal from a multi-year guarantee period before the end of
its term, the amount you withdraw may be subject to an interest adjustment.
We may delay payment of any withdrawal from the general account options for up
to six months after we receive the request for such withdrawal. If we delay
payment for more than 30 days, we will pay interest on the withdrawal amount up
to the date of payment.
Since you as the owner assume the investment risk for all amounts in the
variable account and because certain withdrawals are subject to charges, the
total amount paid upon surrender of your contract may be more or less than the
total purchase payments.
You may elect, under the systematic withdrawal option or automatic payout
option, but not both, to withdraw certain amounts on a periodic basis from the
variable sub-accounts before the annuity date.
The tax consequences of a withdrawal or surrender are discussed later in this
prospectus.
Systematic Withdrawal Option
Before the annuity date, you may elect to have withdrawals automatically made
from one or more variable sub-accounts on a monthly basis. Other distribution
modes may be permitted. The withdrawals will not begin until the later of:
a) 30 days after the contract effective date; or
b) the end of the free look period.
Withdrawals will be from the variable sub-accounts and/or the general account in
the percentage allocations you specify. Unless you specify otherwise,
withdrawals will be pro rata from account value. You cannot make systematic
withdrawals from a variable sub-account from which dollar cost averaging
transfers are being made. Likewise, systematic withdrawals cannot be used at the
same time that the automatic payment option is in effect. If you take systematic
withdrawals from the general account, applicable interest adjustments may apply
to withdrawals from the guarantee periods.
To be eligible for the systematic withdrawal option, the account value must be
at least $25,000 at the time of election. The minimum monthly amount that can be
withdrawn is $100. Currently you can elect any amount over $100 to be withdrawn
systematically. You may also make partial withdrawals while receiving systematic
withdrawals.
The withdrawals will continue indefinitely unless you terminate them. If you
choose to terminate this option, you may not elect to use it again until the end
of the next 12 full months.
We reserve the right to impose an annual fee of up to $25 for processing
payments under this option. This fee, which is currently waived, will be
deducted in equal installments from each systematic withdrawal during a contract
year.
Systematic withdrawals may be taxable and, before age 59 1/2, subject to a 10%
federal tax penalty.
Automatic Payout Option
Before the annuity date, for certain qualified contracts, you may elect the
automatic payout option, or APO, to satisfy minimum distribution requirements
under the following sections of the Code:
401(a)(9);
403(b); and
408(b)(3).
For IRAs and SEP/IRAs, this option may be elected no earlier than six months
before the calendar year in which you, as the owner, attain age 70 1/2. Payments
may not begin earlier than January of such calendar year.
For other qualified contracts, APO can be elected no earlier than six months
before the later of:
a) when you attain age 70 1/2; or
b) when you retire from employment.
Additionally, APO withdrawals may not begin before the later of:
a) 30 days after the contract effective date; or
b) the end of the free look period.
APO may be elected in any calendar month, but no later than the month of your
84th birthday.
Other Automatic Payout Option Information. Withdrawals will be from the variable
sub-accounts and/or the general account you designate in the percentage
allocations you specify. If you do not indicate otherwise, withdrawals will be
pro rata from account value. You can not make withdrawals from a variable
sub-account from which you have designated that dollar cost averaging transfers
be made. This calculation and APO are based solely on the value in this
contract. If you take APO withdrawals from the general account, applicable
interest adjustments may apply to withdrawals from the guarantee periods.
To be eligible for this option, you must meet the following conditions:
a) your account value must be at least $25,000 at the time you select this
option; and
b) the annual withdrawal amount is the larger of the required minimum
distribution under Code Sections 401(a)(9) or 408(b)(3), or $500.
These conditions may change. Currently, withdrawals under this option are only
paid annually.
The withdrawals will continue indefinitely unless you terminate them. If there
are insufficient amounts in the variable account to make a withdrawal, this
option generally will terminate. Once terminated, APO may not be elected again.
DEATH BENEFIT
If an owner dies before the annuity date, the death benefit will be equal to
account value.
If the GMDB Rider is elected and if death occurs before the annuity date and
before any owner's 85th birthday, the death benefit will be equal to the
greatest of:
a) the account value;
b) the sum of all purchase payments, less withdrawals taken, adjusted as
described below, and the applicable premium tax charges; and
c) the highest account value on any contract anniversary before the earlier of
the owner's or joint owner's 85th birthday, plus purchase payments made,
less withdrawals taken, adjusted as described below, and applicable premium
tax charges since that contract anniversary.
If the GMDB Rider is elected and if death occurs before the annuity date and
after either the deceased owner's or joint owner's 85th birthday, the death
benefit will be equal to the greater of:
a) the account value; and
b) the highest account value on any contract anniversary before the earlier of
the owner's or joint owner's 85th birthday plus purchase payments made,
less withdrawals taken, adjusted as described below, and any applicable
premium tax charges since that contract anniversary.
Withdrawal Adjustment. Upon withdrawal, the amount of the death benefit under
the GMDB Rider will be reduced. The amount of that reduction will depend upon
whether the account value is more or less than the guaranteed minimum death
benefit on the date of withdrawal. If the account value is equal to or more than
the guaranteed minimum death benefit, the benefit will be reduced by the dollar
amount of any withdrawals. If the account value is less than the guaranteed
minimum death benefit, the benefit will be reduced proportionately to the
reduction in the account value. For example, if the withdrawal reduces the
account value by 20%, then the guaranteed minimum death benefit will also be
reduced by 20%.
Payment of Death Benefit
The death benefit is generally payable upon receipt of proof of death of an
owner. Once we have received this proof, and the beneficiary has selected a
method of settlement, the death benefit generally will be paid within seven
days, or as soon thereafter as we have sufficient information to make the
payment.
The death benefit will be determined as of the end of the valuation period
during which our Service Center receives:
a) proof of death of the owner or joint owner; and
b) the written notice of the settlement option elected by the person to whom the
death benefit is payable.
If no settlement method is elected, the death benefit will be a lump sum
distributed within five years after an owner's death. No interest adjustment
will apply.
Until the death benefit is paid, the account value allocated to the variable
account remains in the variable account, and fluctuates with investment
performance of the applicable portfolios. For this reason, the amount of the
death benefit depends on the account value at the time the death benefit is
paid, not at the time of death.
Designation of Beneficiaries
You may select one or more beneficiaries by designating the person or persons to
receive the amounts payable under the contract. The individuals you designate
will receive the percentage you establish if:
you die before the annuity date and there is no joint owner; or
you die after the annuity date and settlement option payments have begun
under a selected settlement option that guarantees payments for a certain
period of time.
If a beneficiary dies before the owner, that beneficiary's interest in the
annuity will end upon his or her death.
A beneficiary may be named or changed at any time in a form and manner
acceptable to us. Any change made to an irrevocable beneficiary must also
include the written consent of the beneficiary, except as otherwise required by
law.
If more than one beneficiary is named, each named beneficiary will share equally
in any benefits or rights granted by the contract unless the owner gives us
other instructions at the time the beneficiaries are named.
We may rely on any affidavit by any responsible person in determining the
identity or non-existence of any beneficiary not identified by name.
Death of Owner or Joint Owner Before the Annuity Date
If the owner or joint owner dies before the annuity date, we will pay the death
benefit as specified in this section. The entire death benefit must be
distributed within five years after the owner's death. If the owner is not an
individual, an annuitant's death will be treated as the death of the owner as
provided in Code Section 72(s)(6). The contract will remain in force with the
annuitant's surviving spouse as the new annuitant if:
the contract is owned by a trust; and
the beneficiary is either the annuitant's surviving spouse, or a trust
holding the contract solely for the benefit of such spouse.
The manner in which we will pay the death benefit depends on the status of the
persons involved in the contract. The death benefit will be payable to the first
person from the applicable list below who survives the owner by at least 30
days:
If the owner is the annuitant:
Thethe joint owner, if any; or
Thethe beneficiary, if any.
If the owner is not the annuitant:
Thethe joint owner, if any; or
Thethe beneficiary, if any; or
Thethe annuitant; or
Thethe joint annuitant; if any.
If the death benefit is payable to the owner's surviving spouse, or to a trust
for the sole benefit of such surviving spouse, we will continue the contract
with the owner's spouse as the new annuitant (if the owner was the annuitant)
and the new owner (if applicable), unless such spouse selects another option as
provided below.
If the death benefit is payable to someone other than the owner's surviving
spouse, we will pay the death benefit in a lump sum payment to, or for the
benefit of, such person within five years after the owner's death, unless such
person or persons selects another option as provided below.
In lieu of the automatic form of death benefit specified above, the person or
persons to whom the death benefit is payable may elect to receive it:
Inin a lump sum; or
Asassettlement option payments, provided the person making the election is an
individual. Such payments must begin within one year after the owner's
death and must be in equal amounts over a period of time not extending
beyond the individual's life or life expectancy.
Election of either option must be made no later than 60 days before the one-year
anniversary of the owner's death. Otherwise, the death benefit will be settled
under the appropriate automatic form of benefit specified above.
If the person to whom the death benefit is payable dies before the entire death
benefit is paid, we will pay the remaining death benefit in a lump sum to the
payee named by such person or, if no payee was named, to such person's estate.
If the death benefit is payable to a non-individual, subject to the special rule
for a trust for the sole benefit of a surviving spouse, we will pay the death
benefit in a lump sum within one year after the owner's death.
If the Annuitant Dies Before the Annuity Date
If an owner and an annuitant are not the same individual and the annuitant, or
the last of joint annuitants, dies before the annuity date, the owner will
become the annuitant until a new annuitant is selected.
Death After the Annuity Date
If an owner or the annuitant dies after the annuity date, any amounts payable
will continue to be distributed at least as rapidly as under the settlement and
payment option then in effect on the date of death.
Upon the owner's death after the annuity date, any remaining ownership rights
granted under the contract will pass to the person to whom the death benefit
would have been paid if the owner had died before the annuity date, as specified
above.
Survival Provision
The interest of any person to whom the death benefit is payable who dies at the
time of, or within 30 days after, the death of the owner will also terminate if
no benefits have been paid to such beneficiary, unless the owner had given us
written notice of some other arrangement.
CHARGES, FEES AND DEDUCTIONS
No deductions are currently made from purchase payments, although we reserve the
right to charge for any applicable premium tax charges. Therefore, the full
amount of the purchase payments are invested in one or more of the variable
sub-accounts and/or the general account options.
Administrative Charges
Account Fee. At the end of each contract year and before the annuity date, we
deduct an annual account fee as partial compensation for expenses relating to
the issue and maintenance of the contract and the variable account. The annual
account fee is $30 per contract year. If the contract is surrendered, the
account fee, unless waived, will be deducted from a full surrender. The account
fee will be deducted on a pro rata basis, based on values, from the account
value. The fee deductions will be based on both the variable sub-accounts and
the general account options. No interest adjustment will be assessed on any
deduction for the account fee taken from the multi-year guarantee period option.
The account fee for a contract year will be waived if the account value exceeds
$50,000 on the last business day of that contract year or as of the date you, as
owner, surrender the contract.
Annuity Fee. After the annuity date, an annual annuity fee of $30 to help cover
processing costs will be deducted in equal amounts from each variable payment
made during the year. This fee is $2.50 each month if monthly payments are made.
This fee will not be changed. No annuity fee will be deducted from fixed
payments. This fee may be waived.
Administrative Expense Charge. We also make a daily deduction for the
administrative expense charge from the variable account before and after the
contract effective date at an effective current annual rate of 0.15% of assets
held in each variable sub-account to reimburse us for administrative expenses.
We have the ability in most states to increase or decrease this charge, but the
charge is guaranteed not to exceed 0.35%. We will provide 30 days written notice
of any change in fees. The administrative charges do not bear any relationship
to the actual administrative costs of a particular contract. The administrative
expense charge is reflected in the variable accumulation or variable annuity
unit values for each variable sub-account.
Mortality and Expense Risk Charge
We deduct a charge for bearing certain mortality and expense risks under the
contracts. This is a daily charge at an effective annual rate of 1.25% of the
assets in the variable account. We guarantee that this charge of 1.25% will
never increase. The mortality and expense risk charge is reflected in the
variable accumulation and variable annuity unit values for each variable
sub-account.
Variable accumulated values and variable settlement option payments are not
affected by changes in actual mortality experience incurred by us. The mortality
risks assumed by us arise from our contractual obligations to make settlement
option payments determined in accordance with the settlement option tables and
other provisions contained in the contract and to pay death benefits before the
annuity date.
The expense risk assumed by us is the risk that our actual expenses in
administering the contracts and the variable account will exceed the amount
recovered through the administrative expense charge, account fees, transfer fees
and any fees imposed for certain options and services.
If the mortality and expense risk charge is insufficient to cover actual costs
and risks assumed, we will bear these losses. If this charge is more than
sufficient, any excess will accrue to us. Currently, we expect a profit from
this charge.
The cost of contract distribution will be met from our general corporate assets
which may include amounts, if any, derived from the mortality and expense risk
charge.
Guaranteed Minimum Death Benefit Rider
If you elect the Guaranteed Minimum Death Benefit, or GMDB, Rider when the
contract is purchased, a fee will be deducted at the end of each contract month
while the rider continues in force in the amount of 1/12 of 0.20% of the account
value at that time. The account value is the sum of the variable accumulated
value and the general account options accumulated value. The fee is deducted
first from the variable accumulated value by taking a deduction from each
variable sub-account pro rata basis based on the value in each variable
sub-account through the cancellation of variable accumulation units. If there is
insufficient variable accumulated value, the remained of the fee will be
deducted pro rata from the values in the general account options. Any interest
adjustments will apply, although we reserve the right to waive the interest
adjustment.
Guaranteed Minimum Income Benefit
Rider
You may only elect the Guaranteed Minimum Income Benefit, or GMIB, Rider
together with the GMDB Rider. The total fee we will deduct at the end of each
month is 1/12 of 0.40% of the account value at that time. The fee for the
GMDB/GMIB Riders is deducted from each variable sub-account on a pro rata basis
based on the value in each variable sub-account through the cancellation of
variable accumulation units. If there is insufficient variable accumulated
value, the fee will be deducted pro rata from the values in the general account
options. Any interest adjustments will apply. We reserve the right to waive the
interest adjustment.
Premium Tax Charges
Currently there is no charge for premium taxes except upon annuitization.
However, we may be required to pay premium or retaliatory taxes currently
ranging from 0% to 5%. We reserve the right to deduct a charge for these premium
taxes from premium payments, from amounts withdrawn, or from amounts applied on
the annuity date. In some jurisdictions, charges for both direct premium taxes
and retaliatory premium taxes may be imposed at the same or different times with
respect to the same purchase payment, depending upon applicable law.
Transfer Fee
We currently impose a fee for each transfer in excess of the first 18 in a
single contract year. We will deduct the charge from the amount transferred.
This fee is $10 and will be used to help cover our costs of processing
transfers. We reserve the right to waive this fee or to not count transfers
under certain options and services as part of the number of allowed annual
transfers without charge.
Option and Service Fees
We reserve the right to impose reasonable fees for administrative expenses
associated with processing certain options and services. These fees would be
deducted from each use of the option or service during a contract year.
Taxes
No charges are currently made for taxes. However, we reserve the right to deduct
charges in the future for federal, state, and local taxes or the economic burden
resulting from the application of any tax laws that we determine to be
attributable to the contracts.
Portfolio Expenses
The value of the assets in the variable account reflects the value of portfolio
shares and therefore the fees and expenses paid by each portfolio. A complete
description of the fees, expenses, and deductions from the portfolios are found
in the portfolios' prospectuses.
Interest Adjustment
For a description of the interest adjustment applicable to early withdrawals and
transfers from a multi-year guaranteed period option, see The General Account
Options in Appendix A of this prospectus.
Sales in Special Situations
We may sell the contracts in special situations that are expected to involve
reduced expenses for us. These instances may include sales:
sales in certain group arrangements, such as employee savings plans;
sales to current or former officers, directors and employees, and their
families, of Transamerica and its affiliates;
sales to officers, directors, and employees, and their families, and the
portfolios' investment advisers and their affiliates; or
sales to officers, directors, employees and sales agents also known as
registered representatives, and their families, and broker-dealers and
other financial institutions that have sales agreements with us to sell the
contracts.
In these situations:
a) the mortality and expense risk charge or administrative charges may be
reduced or waived; and/or
b) certain amounts may be credited to the contract account value (for
examples, amounts related to commissions or sales compensation otherwise
payable to a broker-dealer may be credited to the contract account value).
These reductions in fees or charges or credits to account value will not
unfairly discriminate against any contract owner. These reductions in fees or
charges or credits to account value may be taxable and treated as purchase
payments for purposes of income tax and any possible premium tax charge.
DISTRIBUTION OF THE CONTRACT
Transamerica Securities Sales Corporation (TSSC), is the principal underwriter
of the contracts under a Distribution Agreement with Transamerica. TSSC may also
serve as an underwriter and distributor of other contracts issued through the
variable account and certain other separate accounts of Transamerica and
affiliates of Transamerica. TSSC is an indirect wholly-owned subsidiary of
Transamerica Corporation, a subsidiary of AEGON N.V. TSSC is registered with the
Commission as a broker/dealer and is a member of the National Association of
Securities Dealers, Inc. (NASD). Its principal offices are located at 1150 South
Olive Street, Los Angeles, California 90015. TSSC may enter into sales
agreements with broker/dealers to solicit applications for the contracts through
registered representatives who are licensed to sell securities and variable
insurance products.
Under the Sales Agreements, TSSC will pay broker-dealers compensation based on a
percentage of each purchase payment. The percentage may be up to 1%, and in
certain situations additional amounts for marketing allowances, production
bonuses, service fees, sales awards and meetings, and asset based trailer
commissions may be paid.
SETTLEMENT OPTION PAYMENTS
Annuity Date
The annuity date is the date that the annuitization phase of the contract
begins. On the annuity date, we will apply the annuity amount, defined below, to
provide payments under the settlement option selected by you. You select the
annuity date and you may change the date from time to time by giving notice to
our Service Center in a form and manner acceptable to us. Notice of each change
must be received by our Service Center at least 30 days before the then-current
annuity date. The annuity date cannot be earlier than the first contract
anniversary except for certain qualified contracts.
The latest annuity date which may be elected is the later of:
a) the first day of the calendar month immediately preceding the month of the
earlier of the annuitant's or
joint annuitants' 85th birthday; or
b) the first day of the month coinciding with or next following the tenth
contract anniversary, but in no event later than an annuitant's 100th
birthday.
The latest allowed annuity date may vary in certain jurisdictions and under
certain programs or circumstances.
The annuity date must be the first day of a calendar month. The first settlement
option payment will be on the first day of the month immediately following the
annuity date. Certain qualified contracts may have restrictions as to the
annuity date and the types of settlement options available.
Annuity Amount
Unless you elected the GMIB Rider, the annuity amount is the account value,
minus any interest adjustment and any applicable premium tax charges.
Guaranteed Minimum Income Benefit
Rider
You may elect the GMIB Rider, but only if you
also elect the GMDB Rider. You may only elect the GMIB Rider before the contract
effective date and only if you and the joint owner are less than 80 years old.
No change in owners or annuitants is allowed while the GMIB Rider is in effect.
You may cancel the GMIB Rider, but after cancellation, it may not be reinstated.
The guaranteed minimum income benefit before the contract anniversary on which
you or the joint owner reaches age 85 will be the settlement option that can be
purchased with the amount that is the greatest of:
a) the account value;
b) all purchase payments, less withdrawals taken and applicable premium tax
charges; and
(a) the highest account value on any contract anniversary before your or the
joint owner's 85th birthday, plus c) since the last contract anniversary, and
less withdrawals taken since that anniversary, and applicable
premium tax charges.
Between the contract anniversary on which you or the joint owner reaches age 85
and the contract anniversary on which you or the joint owner reaches age 90, the
GMIB is the settlement option which can be purchased with the amount calculated
before either of you reach 85 plus purchase payments and less withdrawals taken.
After the contract anniversary on which you or the joint owner reaches age 90,
the GMIB is the settlement option that can be purchased with the account value.
The guaranteed minimum death benefit will be reduced each time you take a
withdrawal. The amount of the reduction depends on whether the account value is
more or less than the GMIB amount on the date of withdrawal. If the account
value is equal to or more than the GMIB, the GMIB amount will be reduced by the
dollar amount of the withdrawal. If the account value is less that the GMIB
amount, the GMIB will be reduced proportionately to the reduction in the account
value. For example, the withdrawal reduces the account value by 20%, the GMIB
will also be reduced by 20%.
The settlement option that you may purchase with the GMIB Rider is a life and 10
year period certain annuity. If the life expectancy of the oldest owner is less
than 10 years as specified by the life expectancy table used by the IRS, then
the settlement option will be a life and period certain annuity in which the
period certain is the life expectancy of the oldest owner. The actuarial basis
for the annuity rates under this option is the 1983 IAM Table, with projection
G, with an interest rate of 3% per year for males, females or unisex, as
appropriate.
You may exercise a settlement option under the Rider only during the 30 days
following each contract anniversary beginning with the seventh contract
anniversary and only between the oldest owner's 60th and 90th birthdays.
The GMIB will be determined as of the end of the valuation period during which
our Service Center receives the written notice of the settlement option elected
by you.
Settlement Option Payments
If the amount of the monthly payment from the settlement option you selected
would result in a monthly settlement option payment of less than $150, or if the
annuity amount is less than $5,000, we reserve the right to offer a less
frequent mode of payment or pay the cash surrender value in a cash payment.
Monthly settlement option payments from the variable payment option will further
be subject to a minimum monthly payment of $75 from each variable sub-account
from which such payments are made.
You may choose from the settlement options below. We may consent to other plans
of payment before the annuity date. For settlement options involving life
contingencies, the actual age and/or sex of the annuitant, or a joint annuitant
will affect the amount of each payment. Sex-distinct rates generally are not
allowed under certain qualified contracts and in some jurisdictions. We reserve
the right to ask for satisfactory proof of the annuitant's or joint annuitant's
age. We may delay settlement option payments until satisfactory proof is
received. Since payments to older annuitants are expected to be fewer in number,
the amount of each annuity payment shall be greater for older annuitants than
for younger annuitants.
You may choose from the two payment options described below. The annuity date
and settlement options available for qualified contracts may also be controlled
by endorsements, the plan or applicable law.
Election of Settlement Option Forms and Payment Options
Before the annuity date, and while the annuitant is living, you may, by written
request, change the settlement option or payment option. The request for change
must be received by our Service Center at least 30 days before the annuity date.
In the event that a settlement option form and payment option is not selected at
least 30 days before the annuity date, we will make settlement option payments
according to the 120 month period certain and life settlement option and the
applicable provisions of the contract.
Payment Options
You may elect a fixed or a variable payment option, or a combination of both, in
25% increments of the annuity amount.
Unless specified otherwise, the annuity amount in the variable account will be
used to provide a variable payment option and the amount in the general account
options will be used to provide a fixed payment option. In this event, the
initial allocation of variable annuity units for the variable sub-accounts will
be in proportion to the account value in the variable sub-accounts on the
annuity date.
Fixed Payment Option
A fixed payment option provides for payments which will remain constant
according to the terms of the settlement option you select. If you select a
fixed payment option, the portion of the annuity amount used to provide that
payment option will be transferred to the general account assets of
Transamerica. The amount of payments will be established by the fixed settlement
option which you select and by the age and sex, if sex-distinct rates are
allowed by law, of the annuitants. Payment amounts will not reflect investment
performance after the annuity date. The fixed payment amounts are determined by
applying the fixed settlement option purchase rate, which is specified in the
contract, to the portion of the annuity amount applied to the payment option.
Payments may vary after the death of an annuitant under some options. The
amounts of variances are fixed on the annuity date.
Variable Payment Option
A variable payment option provides for payments that vary in dollar amount,
based on the investment performance of the selected variable sub-accounts. The
variable settlement option purchase rate tables in the contract reflect an
assumed, but not guaranteed, annual interest rate of 5.4%. If the actual net
investment performance of the variable sub-accounts is less than 5.4%, then the
dollar amount of the actual payments will decrease. If the actual net investment
performance of the variable sub-accounts is higher than 5.4%, then the dollar
amount of the actual payments will increase. If the net investment performance
exactly equals the 5.4% rate, then the dollar amount of the actual payments will
remain constant. We may offer other assumed annual interest rates.
Variable payments will be based on the variable sub-accounts you select, and on
the monies which you allocate among them.
For further details as to the determination of variable payments, see the
Statement of Additional Information.
Settlement Option Forms
As owner, you may choose any of the settlement option forms described below.
Subject to our approval, you may select any other settlement option forms
offered by us in the future.
1. Life Annuity. Payments start on the first day of the month immediately
following the annuity date, if the end with the payment due just before the
annuitant's death. There is no death benefit. It is possible that no
1. pa payment is due; only one payment will be made if the annuitant dies
before the second payment is due, and so forth.
2. Life and Contingent Annuity. Payments start on the first day of the month
immediately following the annuity --------------------------- date, if the
annuitant is living. Payments will continue for as long as the annuitant
lives. After the annuitant dies, payments will be made to the contingent
annuitant for as long as the contingent annuitant lives. The continued
payments can be in the same amount as the original payments, or in an
amount equal to one-half or two-thirds thereof. Payments will end with the
payment due just before the death of the contingent annuitant. There is no
death benefit after both die. If the contingent annuitant does not survive
the annuitant, payments will end with the payment due just before the death
of the annuitant. It is possible that no payments or very few payments will
be made, if the annuitant and contingent annuitant die shortly after the
annuity date.
The written request for this form must:
a) name the contingent annuitant; and
b) state the percentage of payments to be made after the annuitant dies.
Once payments start under this settlement option form, the person named as
contingent annuitant for purposes of being the measuring life, may not be
changed. We will require proof of age for the annuitant and for the
contingent annuitant before payments start.
3. Life Annuity With Period Certain. Payments start on the first day of the
month immediately following the annuity date, if the annuitant is living.
Payments will be made for the longer of:
a) the annuitant's life; or
b) the period certain
The period certain may be 120, 180 or 240 months.
If the annuitant dies after all payments have been made for the period
certain, payments will cease with the payment that is paid just before the
annuitant dies. No death benefit will then be payable to the beneficiary.
If the annuitant dies during the period certain, the rest of the period
certain payments will be made to the beneficiary, unless you provide
otherwise.
The written request for this form must:
a) state the length of the period certain; and
b) name the beneficiary.
4. Joint and Survivor Annuity. Payments will be made starting on the first day
of the month immediately following the annuity date, if and for as long as
the annuitant and joint annuitant are living. After the annuitant or joint
annuitant dies, payments will continue as long as the survivor lives.
Payments end with the payment due just before the death of the survivor.
The continued payments can be in the same amount as the original payments,
or in an amount equal to one-half or two-thirds thereof. It is possible
that no payments or very few payments will be made under this arrangement
if the annuitant and joint annuitant both die shortly after the annuity
date.
The written request for this form must:
a) name the joint annuitant; and
b) state the percentage of continued payments to be made upon the first
death.
Once payments start under this settlement option form, the person named as
joint annuitant, for the purpose of being the measuring life, may not be
changed. We will need proof of age for the annuitant and joint annuitant
before payments start.
5. Other Forms of Payment. We can provide benefits under any other settlement
option not described in this section as long as we agree to these options
and they comply with any applicable state or federal law or regulation.
Requests for any other settlement option must be made in writing to our
Service Center at least 30 days before the annuity date.
After the annuity date:
a) you will not be allowed to make any changes in the settlement option and
payment option;
b) no additional purchase payments will be accepted under the contract; and
c) no further withdrawals will be allowed for fixed payment options or for
variable payment options under which payments are being made based on life
contingencies.
As the owner of a non-qualified contract, you may, at any time after the
contract date, write to us at our Service Center to change the payee of benefits
being provided under the contract. The effective date of change in payee will be
the later of:
a) the date we receive the written request for such change; or
b) the date specified by you.
As the owner of a qualified contract, you may not change payees, except as
permitted by the plan, arrangement or federal law.
FEDERAL TAX MATTERS
Introduction
The following discussion is a general description of federal tax considerations
for U.S. persons relating to the contract and is not intended as tax advice.
This discussion is not intended to address the tax consequences resulting from
all of the situations in which a person may be entitled to or may receive a
distribution under the contract. If you are concerned about these tax
implications, you should consult a competent tax adviser before initiating any
transaction. This discussion is based upon our understanding of the present
federal income tax laws as they are currently interpreted by the Internal
Revenue Service, or IRS. No representation is made as to the likelihood of the
continuation of the present federal income tax laws or of the current
interpretation by the IRS. Moreover, no attempt has been made to consider any
applicable state or other tax laws. If a prospective owner is not a U.S. person,
see Annuity Contracts Purchased by Nonresident Aliens and Foreign Corporations
below.
The contract may be purchased on a non-tax qualified basis, as a non-qualified
contract, or purchased and used in connection with plans or arrangements
qualifying for special tax treatment as a qualified contract. Qualified
contracts are designed for use in connection with plans or arrangements entitled
to special income tax treatment under Code Sections 401, 403(b), 408 and 408A.
The ultimate effect of federal income taxes on the amounts held under a
contract, on settlement option payments, and on the economic benefit to the
owner, the annuitant, or the beneficiary may depend on:
the type of retirement plan or arrangement for which the contract is
purchased;
the tax and employment status of the individual concerned; or
Transamerica's tax status.
In addition, certain requirements must be satisfied when purchasing a qualified
contract with proceeds from a tax qualified retirement plan or other
arrangement. Certain requirements must also be met when receiving distributions
from a qualified contract, in order to continue receiving favorable tax
treatment. Therefore, purchasers of qualified contracts should seek competent
legal and tax advice regarding the suitability of the contract for their
individual situation, the applicable requirements, and the tax treatment of the
rights and benefits of the contract. The following discussion is based on the
assumption that the contract qualifies as an annuity for federal income tax
purposes and that all purchase payments made to qualified contracts are in
compliance with all requirements under the Code and the specific retirement plan
or arrangement.
Purchase Payments
At the time the initial purchase payment is paid, as prospective purchaser, you
must specify whether you are purchasing a non-qualified contract or a qualified
contract. If the initial purchase payment is derived from an exchange, transfer,
conversion or surrender of another annuity contract, we may require that the
prospective purchaser provide information with regard to the federal income tax
status of the previous annuity contract. We will require that persons purchase
separate contracts if they desire to invest monies qualifying for different
annuity tax treatment under the Code. Each such separate contract would require
the minimum initial purchase payment previously described. Additional purchase
payments under a contract must qualify for the same federal income tax treatment
as the initial purchase payment under the contract. We will not accept an
additional purchase payment under a contract if the federal income tax treatment
of such purchase payment would be different from that of the initial purchase
payment.
Taxation of Annuities
In General. Code Section 72 governs taxation of annuities in general.
Transamerica believes that an owner who is a natural person generally is not
taxed on increases in the value of a contract until distribution occurs by
withdrawing all or part of the account value for example, via withdrawals or
settlement option payments. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the account value, and in the case
of a qualified contract, any portion of an interest in the plan, generally will
be treated as a distribution. The taxable portion of a distribution is taxable
as ordinary income.
The owner of any contract who is not a natural person generally must include in
income any increase in the excess of the account value over the "investment in
the contract" during the taxable year. There are some exceptions to this rule
and a prospective owner that is not a natural person should discuss these with a
competent tax adviser.
The following discussion generally applies to a contract owned by a natural
person.
Withdrawals. For non-qualified contracts, partial withdrawals, including
withdrawals under the systematic withdrawal option, are generally treated as
taxable income to the extent that the account value immediately before the
withdrawal exceeds the investment in the contract at that time. The investment
in the contract generally equals the amount of non-deductible purchase payments
made.
For withdrawals from qualified contracts, including withdrawals under the
systematic withdrawal option or the automatic payout option, a ratable portion
of the amount received is taxable, generally based on the ratio of the
investment in the contract to the individual's total accrued benefit under the
retirement plan or arrangement. The investment in the contract generally equals
the amount of non-deductible purchase payments made by or on behalf of any
individual. For certain qualified contracts, the investment in the contract can
be zero. Special tax rules applicable to certain distributions from qualified
contracts are discussed later, under Qualified Contracts If a partial withdrawal
from the multi-year guarantee period account is subject to an interest
adjustment, the account value immediately before the withdrawal will not be
altered to take into account the interest adjustment. As a result, for purposes
of determining the taxable portion of a partial withdrawal, the account value
will be treated as including the amount deducted from the multi-year guarantee
period account due to the interest adjustment.
Full surrenders are treated as taxable income to the extent that the amount
received exceeds the investment in the contract.
Settlement Option Payments. Although the tax consequences may vary depending on
the settlement option elected under the contract, in general a ratable portion
of each payment that represents the amount by which the account value exceeds
the investment in the contract will be taxed based on the ratio of the
investment in the contract to the total benefit payable; after the investment in
the contract is recovered, the full amount of any additional settlement option
payments is taxable.
For variable payments, the taxable portion is generally determined by an
equation that establishes a specific dollar amount of each payment that is not
taxed. The dollar amount is determined by dividing the investment in the
contract by the total number of expected periodic payments. However, the entire
distribution will be taxable once the recipient has recovered the dollar amount
of his or her investment in the contract.
For fixed payments, in general there is no tax on the portion of each payment
which represents the same ratio that the investment in the contract bears to the
total expected value of the payments for the term selected. However, the
remainder of each settlement option payment is taxable. Once the investment in
the contract has been fully recovered, the full amount of any additional
settlement option payments is taxable. If settlement option payments cease as a
result of an annuitant's death before full recovery of the investment in the
contract, consult a competent tax adviser regarding deductibility of the
unrecovered amount. Withholding. The Code requires us to withhold federal income
tax from withdrawals. However, except for certain qualified contracts, an owner
will be entitled to elect, in writing, not to have tax withholding apply.
Withholding applies to the portion of the distribution which is includible in
income and subject to federal income tax. The federal income tax withholding
rate is 10%, or 20% in the case of certain qualified plans, of the taxable
amount of the distribution. Withholding applies only if the taxable amount of
the distribution is at least $200. Some states also require withholding for
state income taxes.
The withholding rate varies according to the type of distribution and the
owner's tax status. Eligible rollover distributions from Section 401(a) plans
and Section 403(b) tax sheltered annuities are subject to mandatory federal
income tax withholding at the rate of 20%. An eligible rollover distribution is
the taxable portion of any distribution from such a plan, except for certain
distributions or settlement option payments made in a specified form. The 20%
mandatory withholding does not apply, however, if the owner chooses a direct
rollover from the plan to another tax-qualified plan or to an IRA described in
Code Section 408.
The federal income tax withholding rate for a distribution that is not an
eligible rollover distribution is 10% of the taxable amount of the distribution.
If distributions are delivered to foreign countries, federal income tax will
generally be withheld at a 10% rate unless you certify to us that you are not a
U. S. citizen residing abroad or a tax avoidance expatriate as defined in Code
Section 877. Such certification may result in mandatory withholding of federal
income taxes at a different rate.
Penalty Tax. A federal income tax penalty equal to 10% of the amount treated as
taxable income may be imposed. In general, however, there is no penalty tax on
distributions:
a) made on or after the date on which the owner attains age 59 1/2;
b) made as a result of death or disability of the owner; or
c) received in substantially equal periodic payments as a life annuity or a
joint and survivor annuity for the life(ves) or life expectancy(ies) of the
owner and a designated beneficiary.
Other exceptions to the tax penalty may apply to certain distributions from a
qualified contract.
Taxation of Death Benefit Proceeds. Amounts may be distributed from the contract
because of the death of an owner. Generally such amounts are includible in the
income of the recipient as follows:
a) if distributed in a lump sum, they are taxed in the same manner as a full
surrender as described above; or
b) if distributed under a settlement option, they are taxed in the same manner
as settlement option payments, as described above.
For these purposes, the investment in the contract is not affected by the
owner's death. That is, the investment in the contract remains the amount of any
purchase payments paid which are not excluded from gross income.
Transfers, Assignments, or Exchanges of the Contract. For non-qualified
contracts, a transfer of ownership of a contract, the designation of an
annuitant, payee, or other beneficiary who is not also the owner, or the
exchange of a contract may result in certain tax consequences to the owner that
are not discussed herein. An owner contemplating any such designation, transfer,
assignment, or exchange should contact a competent tax adviser with respect to
the potential tax effects of such a transaction. Qualified contracts may not be
assigned or transferred, except as permitted by the Code or the Employee
Retirement Income Security Act of 1974, or ERISA.
Multiple Contracts. All deferred non-qualified contracts that are issued by
Transamerica or its affiliates to the same owner during any calendar year are
treated as one contract for purposes of determining the amount includible in
gross income under Code Section 72(e). In addition, the Treasury Department has
specific authority to issue regulations that prevent the avoidance of Section
72(e) through the serial purchase of contracts or otherwise. Congress has also
indicated that the Treasury Department may have authority to treat the
combination purchase of an immediate annuity contract and separate deferred
annuity contracts as a single annuity contract under its general authority to
prescribe rules that may be necessary to enforce the income tax laws.
Qualified Contracts
In General. The qualified contracts are designed for use with several types of
retirement plans and arrangements. The tax rules applicable to participants and
beneficiaries in retirement plans or arrangements vary according to the type of
plan and the terms and conditions of the plan. Special tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified limits;
distributions before age 59 1/2, subject to certain exceptions; distributions
that do not conform to specified commencement and minimum distribution rules;
and in other specified circumstances.
We make no attempt to provide more than general information about use of the
contracts with the various types of retirement plans. Owners and participants
under retirement plans, as well as annuitants and beneficiaries, are cautioned
that the rights of any person to any benefits under qualified contracts may be
subject to the terms and conditions of the plans themselves, regardless of the
terms and conditions of the contract (including any endorsements) issued in
connection with such a plan. Some retirement plans are subject to distribution
and other requirements that are not incorporated in the administration of the
contracts. Owners are responsible for determining that contributions and other
transactions with respect to the contracts satisfy applicable law. Purchasers of
contracts for use with any retirement plan should consult their legal counsel
and tax adviser regarding the suitability of the contract.
For qualified plans under Section 401(a), 403(a) and 403(b), the Code requires
that distributions generally must commence no later than the later of April 1 of
the calendar year following the calendar year in which the owner or plan
participant:
a) reaches age 70 1/2; or
b) retires and distribution must be made in a specified manner.
If the plan participant is a 5 percent owner, as defined in the Code,
distributions generally must begin no later than April 1 of the calendar year
following the calendar year in which the owner or plan participant reaches age
70 1/2. For IRAs and SEP/IRAs described in Section 408, distributions generally
must commence no later than the later of April 1 of the calendar year following
the calendar year in which the owner or plan participant reaches age 70 1/2.
Roth IRAs under Section 408A do not require distributions at any time before the
owner's death.
Qualified Pension and Profit Sharing Plans. Code Section 401(a) permits
employers to establish various types of retirement plans for employees. Such
retirement plans may permit the purchase of the contract in order to provide
retirement savings under the plans. Adverse tax consequences to the plan, to the
participant or to both may result if this contract is assigned or transferred to
any individual as a means to provide benefits payments. If you are buying a
contract for use with such plans, you should seek competent advice. Advice you
receive should address the suitability of the proposed plan documents and the
contract to your specific needs.
Individual Retirement Annuities (IRA), Simplified Employee Plans (SEP) and Roth
IRAs. The sale of a contract for use with any IRA may be subject to special
disclosure requirements of the IRS. If you purchase a contract for use with an
IRA you will be provided with supplemental information required by the IRS or
other appropriate agency.
You will have the right to cancel your purchase within 7 days of whichever is
earliest:
a) the establishment of your IRA; or
b) your purchase.
If you intend to make such a purchase, you should seek competent advice as to
the suitability of the contract you are considering purchasing for use with an
IRA.
The contract is designed for use with IRA rollovers and contributory IRAs. A
contributory IRA is a contract to which initial and subsequent purchase payments
are subject to limitations imposed by the Code. Code Section 408 permits
eligible individuals to contribute to an individual retirement program known as
an Individual Retirement Annuity or Individual Retirement Account, or IRA. Also,
distributions from certain other types of qualified plans may be rolled over on
a tax-deferred basis into an IRA.
Earnings in an IRA are not taxed until distribution. IRA contributions are
limited each year to the lesser of $2,000 or 100% of the owner's compensation,
including earned income as defined in Code Section 401(c)(2). These
contributions may be deductible in whole or in part depending on the
individual's adjusted gross income and whether or not the individual is
considered an active participant in a qualified plan. The limit on the amount
contributed to an IRA does not apply to distributions from certain other types
of qualified plans that are rolled over on a tax-deferred basis into an IRA.
Amounts in the IRA, other than nondeductible contributions, are taxed when
distributed from the IRA. Distributions before age 59 1/2, unless certain
exceptions apply, are subject to a 10% penalty tax.
Eligible employers that meet specified criteria under Code Section 408(k) could
establish simplified employee pension plans, or SEP/IRAs, for their employees
using IRAs. Employer contributions that may be made to such plans are larger
than the amounts that may be contributed to regular IRAs, and may be deductible
to the employer. SEP/IRAs are subject to certain Code requirements regarding
participation and amounts of contributions.
The contract may also be used for Roth IRA conversions and contributory Roth
IRAs. A contributory Roth IRA is a contract to which initial and subsequent
purchase payments are subject to limitations imposed by the Code. Code Section
408A permits eligible individuals to contribute to an individual retirement
program known as a Roth IRA, although contributions are not tax deductible. In
addition, distributions from a non-Roth IRA may be converted to a Roth IRA. A
non-Roth IRA is an individual retirement account or annuity described in Section
408(a) or 408(b), other than a Roth IRA. Distributions from a Roth IRA generally
are not taxed, except that, once total distributions exceed contributions to the
Roth IRA, income tax and a 10% penalty tax may apply to distributions you take:
a) before age 59 1/2, subject to certain exceptions; or
b) during the five taxable years starting with the year in which you first
contributed to the Roth IRA.
If you intend to purchase such a contract, you should seek competent advice as
to the suitability of the contract for use with Roth IRAs.
Tax Sheltered Annuities. Under Code Section 403(b), payments made by public
school systems and certain tax exempt organizations to purchase annuity
contracts for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, these payments may be subject
to Social Security and Medicare (FICA) taxes.
Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of:
a) elective contributions made in years beginning after December 31, 1988;
b) earnings on those contributions; and
c) earnings in such years on amounts held as of the last year beginning before
January 1, 1989.
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.
Pre-1989 contributions and earnings through December 31, 1989 are not subject to
the restrictions described above. However, funds transferred to a qualified
contract from a Section 403(b)(7) custodial account will be subject to the
restrictions.
Restrictions under Qualified Contracts. There may be other restrictions that
apply to the election, commencement, or distribution of benefits under qualified
contracts, or under the terms of the plans under which contracts are issued. A
qualified contract will be amended as necessary to conform to the requirements
of the Code.
<PAGE>
Annuity Contracts Purchased by
Nonresident Aliens and Foreign
Corporations
The discussion above provided general information regarding U.S. federal income
tax consequences to annuity owners that are U.S. persons. Taxable distributions
made to owners who are not U.S. persons will generally be subject to U.S.
federal income tax withholding at a 30% rate, unless a lower treaty rate
applies. In addition, distributions may be subject to state and/or municipal
taxes and taxes that may be imposed by the owner's country of citizenship or
residence. Prospective owners are advised to consult with a qualified tax
adviser regarding U.S., state, and foreign taxation for any annuity contract
purchase.
Taxation of Transamerica
We are taxed as a life insurance company under Part I of Subchapter L of the
Code. Since the variable account is not an entity separate from Transamerica,
and its operations form a part of Transamerica, it will not be taxed separately
as a regulated investment company under Subchapter M of the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the contracts. Under existing federal income tax law, we believe that the
variable account investment income and realized net capital gains will not be
taxed to the extent that such income and gains are applied to increase the
reserves under the contracts.
Accordingly, we do not anticipate that we will incur any federal income tax
liability attributable to the variable account and, therefore, we do not intend
to make provisions for any such taxes. However, if changes in the federal tax
laws or interpretations thereof result in our being taxed on income or gains
arising from the variable account, then we may impose a charge against the
variable account (with respect to some or all contracts) in order to set aside
provisions to pay such taxes.
Tax Status of the Contract
Diversification Requirements. Code Section 817(h) requires that with respect to
non-qualified contracts, the investments of the portfolios be adequately
diversified in accordance with Treasury regulations in order for the contracts
to qualify as annuity contracts under federal tax law. The variable account,
through the portfolios, intends to comply with the diversification requirements
prescribed by the Treasury in Reg. Sec. 1.817-5, which affect how the
portfolios' assets may be invested.
In certain circumstances, owners of variable annuity contracts may be considered
the owners, for federal income tax purposes, of the assets of the separate
accounts used to support their contracts. In those circumstances, income and
gains from the separate account assets would be includible in the variable
contract owner's gross income. The IRS has stated in published rulings that a
variable contract owner will be considered the owner of separate account assets
if the contract owner possesses incidents of ownership in those assets, such as
the ability to exercise investment control over the assets.
The Treasury Department has also announced, in connection with the issuance of
regulations concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control for the
investments of a segregated asset account may cause the investor, as the owner,
rather than the insurance company, to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by way
of regulations or rulings on the "extent to which policyholders may direct their
investments to particular sub-accounts without being treated as owners of the
underlying assets."
The ownership rights under the contract are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that contract owners were not owners of separate account assets. For example,
the owner has additional flexibility in allocating premium payments and account
values. These differences could result in an owner being treated as the owner of
a pro rata portion of the assets of the variable account. In addition, we do not
know what standards will be set forth, if any, in the regulations or rulings
which the Treasury Department has stated it expects to issue. We therefore
reserve the right to modify the contract as necessary to attempt to prevent an
owner from being considered the owner of a pro rata share of the assets of the
variable account.
Required Distributions. In order to be treated as an annuity contract for
federal income tax purposes, Code Section 72(s) requires any non-qualified
contract to provide that:
a) if any owner dies on or after the annuity date but before the time the
entire interest in the contract has been distributed, the remaining portion
of such interest will be distributed at least as rapidly as under the
method of distribution being used as of the date of that owner's death; and
b) if any owner dies before the annuity date, the entire interest in the
contract will be distributed within five years after the date of the
owner's death. These requirements will be considered satisfied as to any
portion of the owner's interest, which is payable to or for the benefit of
a designated beneficiary.
This interest is distributed over the life of the designated beneficiary, or
over a period not extending beyond the life expectancy of that beneficiary,
provided that such distributions begin within one year of the owner's death.
The owner's designated beneficiary refers to a natural person designated by the
owner as a beneficiary. Upon the owner's death, ownership of the contract passes
to the "designated beneficiary." However, if the owner's "designated
beneficiary" is the surviving spouse of the deceased owner, the contract may be
continued with the surviving spouse as the new owner.
The non-qualified contracts contain provisions which are intended to comply with
the requirements of Code Section 72(s), although no regulations interpreting
these requirements have yet been issued. All provisions in the contract will be
interpreted to maintain this tax qualification. We may make changes in order to
maintain this qualification or to conform the contract to any applicable changes
in the tax qualification requirements. We will provide you with a copy of any
changes made to the contract.
Possible Changes in Taxation
Legislation has been proposed in the past that, if enacted, would adversely
modify the federal taxation of certain insurance and annuity contracts. For
example, one proposal would tax transfers among investment options and tax
exchanges involving variable contracts. A second proposal would reduce the
investment in the contract under cash value life insurance and certain annuity
contracts by certain amounts, thereby increasing the amount of income for
purposes of computing gain. Although the likelihood of there being any changes
is uncertain, there is always the possibility that the tax treatment of the
contracts could be changed by legislation or other means. Moreover, it is also
possible that any change could be retroactive, that is, effective before the
date of the change. You should consult a tax adviser with respect to legislative
developments and their effect on the contract.
Other Tax Consequences
As noted above, the foregoing discussion of the federal income tax consequences
is not exhaustive and special rules are provided with respect to other tax
situations not discussed in this prospectus. Further, the federal income tax
consequences discussed herein reflect Transamerica's understanding of current
law and the law may change. Federal estate and gift tax consequences and state
and local estate, inheritance, and other tax consequences of ownership or
receipt of distributions under the contract depend on the individual
circumstances of each owner or recipient of the distribution. A competent tax
adviser should be consulted for further information.
PERFORMANCE DATA
From time to time, we may advertise yields and average annual total returns for
the variable sub-accounts. In addition, we may advertise the effective yield of
the money market variable sub-account. These figures will be based on historical
information and are not intended to indicate future performance.
The yield of the money market variable sub-account refers to the annualized
income generated by an investment in that variable sub-account over a specified
seven-day period. The yield is calculated by assuming that the income generated
for that seven-day period is generated each seven-day period over a 52-week
period and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by an investment in
that variable sub-account is assumed to be reinvested. The effective yield will
be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
The yield of a variable sub-account, other than the money market variable
sub-account, refers to the annualized income generated by an investment in the
variable sub-account over a specified thirty-day period. The yield is calculated
by assuming that the income generated by the investment during that thirty-day
period is generated each thirty-day period over a twelve-month period and is
shown as a percentage of the investment.
The yield calculations do not reflect the effect of any contingent deferred
sales load or premium taxes that may be applicable to a particular contract. To
the extent that the contingent deferred sales load or premium taxes are
applicable to a particular contract, the yield of that contract will be reduced.
For additional information regarding yields and total returns, please refer to
the Statement of Additional Information.
The average annual total return of a variable sub-account refers to return
quotations assuming an investment has been held in the variable sub-account for
various periods of time including, but not limited to, a period measured from
the date the variable sub-account commenced operations. When a variable
sub-account has been in operation for 1, 5, and 10 years, respectively, the
average annual total return for these periods will be provided. The average
annual total return quotations will represent the average annual compounded
rates of return that would equate an initial investment of $1,000 to the
redemption value of that investment, including the deduction of any applicable
contingent deferred sales load but excluding deduction of any premium taxes, as
of the last day of each of the periods for which total return quotations are
provided.
Performance information for any variable sub-account reflects only the
performance of a hypothetical contract under which account value is allocated to
a variable sub-account during a particular time period on which the calculations
are based. Performance information should be considered in light of the
investment objectives and policies and characteristics of the portfolios in
which the variable sub-account 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. For a description of the methods used to determine
yield and total returns, see the Statement of Additional Information.
Reports and promotional literature may also contain other information including:
a) the ranking of any variable sub-account derived from rankings of variable
annuity separate accounts or their investment products tracked by Lipper
Analytical Services, Inc., VARDS, IBC/Donoghue's Money Fund Report,
Financial Planning Magazine, Money Magazine, Bank Rate Monitor, Standard
and Poor's Indices, Dow Jones Industrial Average, and other rating
services, companies, publications, or other persons who rank separate
accounts or other investment products on overall performance or other
criteria; and
b) the effect of tax deferred compounding on variable sub-account 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 currently taxable basis. Other ranking services and indices may
be used.
In our advertisements and sales literature, we may discuss, and may illustrate
by graphs, charts, or through other means of written communication:
the implications of longer life expectancy for retirement planning;
the tax and other consequences of long-term investment in the contract;
the effects of the contract's lifetime payout options; and
the operation of certain special investment features of the contract --
such as the dollar cost averaging option.
We may explain and depict in charts, or other graphics, the effects of certain
investment strategies, such as allocating purchase payments between the general
account options and a variable sub-account. We may also discuss the Social
Security system and its projected payout levels and retirement plans generally,
using graphs, charts and other illustrations.
We may from time to time also disclose average annual total return in
non-standard formats and cumulative non-annualized total return for the variable
sub-accounts. The non-standard average annual total return and cumulative total
return will assume that no contingent deferred sales load is applicable. We may
from time to time also disclose yield, standard total returns, and non-standard
total returns for any or all variable sub-accounts.
All non-standard performance data will only be disclosed if the standard
performance data is also disclosed. For additional information regarding the
calculation of other performance data, please refer to the Statement of
Additional Information.
We may also advertise performance figures for the variable sub-accounts based on
the performance of a portfolio before the time the variable account commenced
operations.
YEAR 2000 ISSUE
Many computer software systems in use today cannot distinguish the year 2000
from the year 1900 because dates are encoded using the standard six-place format
that allows entry of only the last two digits of the year. This is commonly
known as the "Year 2000 Problem".
Regarding our systems and software that administer the contracts, we believe
that our own internal systems will be Year 2000 ready. Additionally, we require
third party vendors that supply software or administrative services to us in
connection with the contract administration, to certify that such software
and/or services will be Year 2000 ready.
The "Year 2000 Problem" could adversely impact the portfolios if the computer
systems used by the portfolios' investment adviser, sub-adviser, custodian and
transfer agent (including service providers' systems) do not accurately process
date information on or after January 1, 2000. The investment advisers are
addressing this issue by testing the computer systems they use to ensure that
those systems will operate properly on or after January 1, 2000, and seeking
assurances from other service providers they use that their computer systems
will be adapted to address the "Year 2000 Problem" in time to prevent adverse
consequences on or after January 1, 2000. However, especially when taking into
account interaction with other systems, it is difficult to predict with
precision that there will be no disruption of services in connection with the
year 2000.
We continue to believe that we will achieve Year 2000 readiness. However, the
size and complexity of our systems and the need for them to interface with other
systems internally and with those of our customers, vendors, partners,
governmental agencies and other outside parties, creates the possibility that
some systems may experience Year 2000 problems. Although we believe we will be
properly prepared for the date change, we are also developing contingency plans
to minimize any potential disruptions to operations, especially from externally
interfaced systems over which we have limited or no control.
This issue could also adversely impact the value of the securities that the
portfolios invest in if the issuing companies' systems do not operate properly
on or after January 1, 2000, and this risk could be heightened for portfolios
that invest internationally. Refer to the prospectuses for the portfolios for
more information.
The above information is subject to the Year 2000 Readiness Disclosure Act. This
act may limit your legal rights in the event of a dispute.
LEGAL PROCEEDINGS
There is no pending material legal proceeding affecting the variable account.
Transamerica is involved in various kinds of routine litigation which, in
management's judgment, are not of material importance to Transamerica's assets
or to the variable account.
LEGAL MATTERS
The organization of Transamerica, its authority to issue the contract and the
validity of the form of the contract have been passed upon by James W. Dederer,
General Counsel and Secretary of Transamerica.
ACCOUNTANTS AND FINANCIAL
STATEMENTS
The consolidated financial statements of Transamerica at December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998, and
the financial statements of Separate Account VA-7 at December 31, 1998 and for
the period then ended, appearing in the Statement of Additional Information have
been audited by Ernst & Young LLP, Independent Auditors, as set forth in their
reports appearing in the Statement of Additional Information. The financial
statements audited by Ernst & Young LLP have been included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
VOTING RIGHTS
To the extent required by applicable law, all portfolio shares held in the
variable account will be voted by Transamerica at regular and special
shareholder meetings of the respective portfolio. The shares will be voted in
accordance with instructions received from persons having voting interests in
the corresponding variable sub-account. If, however, the 1940 Act or any
regulation thereunder should be amended, or if the present interpretation
thereof should change, or if Transamerica determines that it is allowed to vote
all portfolio shares in its own right, Transamerica may elect to do so.
The person with the voting interest is the owner. The number of votes which are
available to an owner will be calculated separately for each variable
sub-account. Before the annuity date, that number will be determined by applying
his or her percentage interest, if any, in a particular variable sub-account to
the total number of votes attributable to that variable sub-account. The owner
holds a voting interest in each variable sub-account to which the account value
is allocated. After the annuity date, the number of votes decreases as
settlement option payments are made and as the reserves for the contract
decrease.
The number of votes of a portfolio will be determined as of the date coincident
with the date established by that portfolio for determining shareholders
eligible to vote at the meeting of the portfolios. Voting instructions will be
solicited by written communication before such meeting in accordance with
procedures established by the respective portfolios.
Shares for which no timely instructions are received and shares held by
Transamerica for which owners have no beneficial interest will be voted in
proportion to the voting instructions which are received with respect to all
contracts participating in the variable sub-account. Voting instructions to
abstain on any item to be voted upon will be applied on a pro rata basis.
Each person or entity having a voting interest in a variable sub-account will
receive proxy material, reports and other material relating to the appropriate
portfolio. It should be noted that generally the portfolios are not required,
and do not intend, to hold annual or other regular meetings of shareholders.
AVAILABLE INFORMATION
Transamerica has filed a registration statement with the Securities and Exchange
Commission under the 1933 Act relating to the contract offered by this
prospectus. This prospectus has been filed as a part of the Registration
Statement and does not contain all of the information set forth in the
Registration Statement and exhibits thereto.
Reference is hereby made to such Registration Statement and exhibits for further
information relating to Transamerica and the contract. Statements contained in
this prospectus, as to the content of the contract and other legal instruments,
are summaries. For a complete statement of the terms thereof, reference is made
to the instruments filed as exhibits to the Registration Statement. The
Registration Statement and the exhibits thereto may be inspected and copied at
the office of the Commission, located at 450 Fifth Street, N.W., Washington, D.C
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF ADDITIONAL INFORMATION
A Statement of Additional Information is available which contains more details
concerning the subjects discussed in this prospectus. The following is the Table
of Contents for that Statement:
TABLE OF CONTENTS Page
<S> <C>
THE CONTRACT .................................................................................... 3
NET INVESTMENT FACTOR ........................................................................... 3
VARIABLE PAYMENT OPTIONS......................................................................... 3
Variable Annuity Units and Payments..................................................... 3
Variable Annuity Unit Value............................................................. 3
Transfers After the Annuity Date........................................................ 4
GENERAL PROVISIONS............................................................................... 4
IRS Required Distributions.............................................................. 4
Non-Participating....................................................................... 4
Misstatement of Age or Sex.............................................................. 4
Proof of Existence and Age.............................................................. 4
Annuity Data............................................................................ 4
Assignment.............................................................................. 5
Annual Report........................................................................... 5
Incontestability........................................................................ 5
Entire Contract......................................................................... 5
Changes in the Contract................................................................. 5
Protection of Benefits.................................................................. 5
Delay of Payments....................................................................... 5
Notices and Directions.................................................................. 6
CALCULATION OF YIELDS AND TOTAL RETURNS ......................................................... 6
Money Market Sub-Account Yield Calculation.............................................. 6
Other Sub-Account Yield Calculations.................................................... 7
Standard Total Return Calculations...................................................... 7
Adjusted Historical Portfolio Performance Data.......................................... 7
Other Performance Data.................................................................. 8
HISTORICAL PERFORMANCE DATA...................................................................... 8
General Limitations..................................................................... 8
Historical Performance Data............................................................. 8
DISTRIBUTION OF THE CONTRACT.....................................................................16
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................................................17
STATE REGULATION.................................................................................17
RECORDS AND REPORTS..............................................................................17
17NANCIAL STATEMENTS.............................................................................
APPENDIX.........................................................................................18
</TABLE>
<PAGE>
Appendix A
THE GENERAL ACCOUNT OPTIONS
(Not available in all states)
This prospectus is generally intended to serve as a disclosure document only for
the contract and the variable account. For complete details regarding the
general account options, see the contract itself.
The account value allocated to the general account options becomes part of the
general account of Transamerica, which supports insurance and annuity
obligations. Because of exemptive and exclusionary provisions, interests in the
general account have not been registered under the Securities Act of 1933 (the
"1933 Act"), nor is the general account registered as an investment company
under the 1940 Act.
Accordingly, neither the general account nor any interests therein are generally
subject to the provisions of the 1933 Act or the 1940 Act, and Transamerica has
been advised that the staff of the Securities and Exchange Commission has not
reviewed the disclosures in this prospectus which relate to the general account
options.
The general account options are part of the general account of Transamerica. The
general account of Transamerica consists of all the general assets of
Transamerica, other than those in the variable account, or in any other separate
account. Transamerica has sole discretion to invest the assets of its general
account subject to applicable law.
The allocation or transfer of funds to the general account options does not
entitle the owner to share in the investment performance of Transamerica's
general account.
THE MULTI-YEAR GUARANTEE PERIOD OPTIONS
The multi-year guarantee period options provide guaranteed fixed rates of
interest compounded annually for specific guarantee periods. Amounts allocated
to the multi-year guarantee period options will be credited with interest of no
less
a guarantee period before the end of its guarantee period will be subject to an
interest adjustment, as explained below.
Each guarantee period offers a specified duration with a corresponding
guaranteed interest rate. Currently we are offering three, five and seven year
guarantee periods, but these may change at any time.
The owner bears the risk that, after the initial guarantee period, Transamerica
will not credit interest in excess of 3% per year to amounts allocated to the
multi-year guarantee period options.
Each amount allocated or transferred to the multi-year guarantee period option
will establish a new guarantee period of a duration you select from among those
then being offered by us. Every guarantee period we offer will have a duration
of at least one year. The minimum amount that may be allocated or transferred to
a guarantee period is $1,000. Purchase payments allocated to a multi-year
guarantee period will be credited on the date the payment is received at our
Service Center. Any amount transferred from another multi-year guarantee period
or from a variable sub-account to a guarantee period will establish a new
guarantee period as of the effective date of the transfer.
Multi-Year Guarantee Period
Each multi-year guarantee period will have its own guaranteed interest rate and
expiration date. The guaranteed interest rate applicable to a guarantee period
will depend on the date the guarantee period is established, the duration you
choose and the class of that guarantee period. A guarantee period chosen may not
extend beyond the annuity date.
We reserve the right to limit the maximum number of multi-year guarantee periods
that may be in effect at any one time.
We will establish effective annual rates of interest for each multi-year
guarantee period. The effective annual rate of interest we establish for a
multi-year guarantee period will remain in effect for the duration of the
Interest will be credited to a guarantee period based on its daily balance at a
daily rate which is equivalent to the guaranteed interest rate applicable to
that guarantee period for amounts held during the entire guarantee period.
Amounts withdrawn or transferred from a guarantee period before its expiration
date will be subject to an interest adjustment as described below. In no event
will the effective annual rate of interest applicable to a guarantee period be
less than 3% per year.
Interest Adjustment
If any amount is withdrawn or transferred from a guarantee period before its
expiration date, excluding withdrawals for the purpose of paying the death
benefit, the amount withdrawn or transferred will be subject to an interest
adjustment. The interest adjustment reflects the impact that changing interest
rates have on the value of money invested at a fixed interest rate. The interest
adjustment is computed by multiplying the amount withdrawn or transferred by the
following factor:
[(1 + I) divided by (1 + J + 0.005)]N/12 -1 where:
I is the guaranteed interest rate in effect;
J is the current interest rate available for a period equal to the number
of years remaining in the guarantee period at the time of withdrawal or
transfer; fractional years are rounded up to the next full year; and
N is the number of full months remaining in the term at the time the
withdrawal or transfer request is processed
In general, the interest adjustment will operate to decrease the value upon
withdrawal or transfer when the guaranteed interest rate in effect for that
allocation is lower than the current interest rate, as of the date of the
transaction, that would apply for a guarantee period equal to the number of full
years remaining in the guarantee period as of that date. For purposes of
determining the interest adjustment, if we do not offer a guarantee period of
that duration, the applicable current interest rate will be determined by linear
interpolation between current interest rates for two periods that are available.
If the current interest rate thus determined plus 1/2 of one percent is greater
than the guaranteed interest rate, the interest adjustment will be negative and
amount withdrawn or transferred will be decreased. However, the value will never
be decreased below the initial allocation plus daily interest at 3% interest per
year. There are no positive interest adjustments.
Expiration of a Multi-Year Guarantee
Period
At least 45 days, but not more than 60 days, before the expiration date of a
guarantee period, we will notify you as to the options available when a
guarantee period expires. You may elect one of the following:
a) transfer the amount held in that guarantee period to a new guarantee
period from among those being offered by us at such time; or
b) transfer the amount held in that guaranteed period to one or more variable
sub-accounts or to another general account option then available.
We must receive your notice electing one of these at our Service Center by the
expiration date of the guarantee period. If such election has not been received
by us at our Service Center, the amount held in that guarantee period will
remain in the guaranteed period account. A new guarantee period of the same
duration as the expiring guarantee period, if offered, will automatically be
established by us with a new guaranteed interest rate declared by us for that
guarantee period. The new guarantee period will start on the day following the
expiration date of the previous guarantee period.
If we are not currently offering a guarantee period having the same duration as
the expiring guarantee period, the new guarantee period will be the next longer
duration, or if we are not offering a guarantee period longer than the duration
of the expiring guarantee period, the next shorter duration. However, no
guarantee period can extend beyond the annuity date.
If the amount held in an expiring guarantee period is less than $1,000, we
reserves the right to transfer such amount to the money market variable
sub-account.
Appendix B
Example of Variable Accumulation Unit Value Calculations
Suppose the net asset value per share of a portfolio at the end of the current
valuation period is $20.15; at the end of the immediately preceding valuation
period it was $20.10; the valuation period is one day; and no dividends or
distributions caused the portfolio to go "ex-dividend" during the current
valuation period. $20.15 divided by $20.10 is 1.002488.
Subtracting the one day risk factor for mortality and expense risk charge and
the administrative expense charge of .00367% (the daily equivalent of the
current charge of 1.35% on an annual basis) gives a net investment factor of
1.00245.
If the value of the variable accumulation unit for the immediately preceding
valuation period had been 15.500000, the value for the current valuation period
would be 15.53798 (15.5 x 1.00245).
Example of Variable Annuity Unit Value Calculations
Suppose the circumstances of the first example exist, and the value of a
variable annuity unit for the immediately preceding valuation period had been
13.500000.
If the first variable annuity payment is determined by using an annuity payment
based on an assumed interest rate of 4% per year, the value of the variable
annuity unit for the current valuation period would be 13.53163 (13.5 x 1.00245
(the net investment factor) x 0.999893).
0.999893 is the factor, for a one day valuation period, that neutralizes the
assumed rate of four percent (4%) per year used to establish the variable
annuity rates found in the contract.
Example of Variable Annuity Payment Calculations
Suppose that the account is currently credited with 3,200.000000 variable
accumulation units of a particular variable sub-account.
Also suppose that the variable accumulation unit value and the variable annuity
unit value for the particular variable sub-account for the valuation period
which ends immediately preceding the first day of the month is 15.500000 and
13.500000 respectively, and that the variable annuity rate for the age and
elected is $5.73 per $1,000.
Then the first variable annuity payment would be:
3,200 x 15.5 x 5.73 divided by 1,000 = $284.21,
and the number of variable annuity units credited for future payments would be:
284.21 divided by 13.5 = 21.052444.
For the second monthly payment, suppose that the variable annuity unit value on
the 10th day of the second month is 13.565712. Then the second variable annuity
payment would be
$285.59 (21.052444 x 13.565712).
<PAGE>
Appendix C
CONDENSED FINANCIAL INFORMATION
Certain of the following condensed financial information is derived from the
financial statements of the variable account. You should read the data in
conjunction with the financial statements, related notes, and other financial
information included in the Statement of Additional Information
The following table sets forth certain information regarding the sub-accounts
for the period from October 2, 1998, the inception of the variable account
through December 31, 1998. The variable account received its first deposits on
November 2, 1998. Although all of the sub-accounts shown below were available
for investment on October 2, 1998, only 7 received allocations during 1998. The
variable accumulation unit values and the number of variable accumulation units
outstanding for each sub-account for the periods shown are as follows:
<PAGE>
<TABLE>
<CAPTION>
Period Ending December 31, 1998
Alger American Alliance VPF Alliance VPF Dreyfus VIF Cap Dreyfus VIF
Income & Growth Growth & Income Premier Growth Appreciation Growth Small Cap
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
Accumulation Unit Value
<S> <C> <C> <C> <C> <C>
at Beginning of Period $10.00 $10.00 $10.00 $10.00 $10.00
Accumulation Unit Value
at End of Period $12.95 $12.85 $14.03 $12.29 $13.60
Number of Accumulation
Units Outstanding
at End of Period 641.633 617.735 -- -- --
Janus Aspen Janus Aspen Series MFS VIT MFS VIT MFS VIT
Series Balanced Worldwide Growth Emerging Growth Growth with Income Research
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
Accumulation Unit Value
at Beginning of Period$10.00 $10.00 $10.00 $10.00 $10.00
Accumulation Unit Value
at End of Period $13.16 $13.38 $14.41 $12.10 $12.99
Number of Accumulation
Units Outstanding
at End of Period 634.385 410.412 -- -- 652.600
MSDW MSDW MSDW UF OCC Accumulation OCC Accumulation
UF Fixed Income UF High Yield International Magnum Trust Managed Trust Small Cap
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
Accumulation Unit Value
at Beginning of Period$10.00 $10.00 $10.00 $10.00 $10.00
Accumulation Unit Value
at End of Period $10.60 $10.31 $10.71 $10.54 $8.97
Number of Accumulation
Units Outstanding
at End of Period -- -- -- --
- --
Transamerica Transamerica
VIF Growth VIF Money Market
Sub-Account Sub-Account
Accumulation Unit Value
at Beginning of Period$10.00 $1.00
Accumulation Unit Value
at End of Period $13.50 $1.01
Number of Accumulation
Units Outstanding
at End of Period 14,417.336 64,111.340
</TABLE>
<PAGE>
Appendix D
DEFINITIONS
Account Value: The sum of the variable accumulated value and the general account
options accumulated value.
Annuity Date: The date on which the annuitization phase of the contract begins.
Cash Surrender Value: The amount we will pay to the owner if the contract is
surrendered on or before the annuity date. The cash surrender value is equal to:
the account value; less any account fee, interest adjustment, and premium tax
charges.
Code: The Internal Revenue Code of 1986, as amended, and the rules and
regulations issued under it.
Contract Anniversary: The anniversary of the contract effective date each year.
Contract Effective Date: The effective date of the contract as shown in the
contract.
Contract Year: A 12-month period starting on the contract effective date and
ending with the day before the contract anniversary, and each 12-month period
thereafter.
General Account: The assets of Transamerica that are not allocated to a separate
account.
General Account Options: The multi-year guarantee period options offered by us
to which the owner may allocate purchase payments and transfers.
General Account Options Accumulated Value: The total dollar value of all amounts
the owner allocates or transfers to any general account options; plus interest
credited; less any amounts withdrawn, applicable fees or premium tax charges,
and/or transfers out to the variable account before the annuity date.
Guaranteed Interest Rate: The annual effective rate of interest after daily
compounding credited to a guarantee period.
Guarantee Period: The number of years that a guaranteed rate of interest will be
credited to a guarantee period.
Guarantee Period Options: An option which credits a guaranteed rate of interest
for a specified guarantee period. There may be several guarantee periods each
with a different guaranteed rate of interest.
Portfolio: The investment portfolio underlying each variable sub-account in
which we will invest any amounts the owner allocates to that variable
sub-account.
Service Center: Transamerica's Annuity Service Center, at P.O. Box 31848,
Charlotte, North Carolina 28231-1848, telephone 800-258-4260.
Status, Qualified and Non-Qualified: The contract has a qualified status if it
is issued in connection with a retirement plan or program. Otherwise, the status
is non-qualified.
Valuation Day: Any day the New York Stock Exchange is open. To determine the
value of an asset on a day that is not a valuation day, we will use the value of
that asset as of the end of the next valuation day.
Valuation Period: The time interval between the closing, which is generally 4:00
p.m. Eastern Time of the New York Stock Exchange on consecutive valuation days.
Variable Account: Separate Account VA-7, a separate account established and
maintained by Transamerica for the investment of a portion of its assets
pursuant to Section 58-7-95 of the North Carolina Insurance Code.
Variable Accumulation Unit: A unit of measure used to determine the variable
accumulated value before the annuity date. The value of a variable accumulation
unit varies with each variable sub-account.
Variable Accumulated Value: The total dollar value of all variable accumulation
units under the contract before the annuity date.
Variable Sub-Account(s): One or more divisions of the variable account which
invests solely in shares of one of the underlying portfolios.
<PAGE>
Appendix E
Transamerica Life Insurance and Annuity Company
DISCLOSURE STATEMENT
for Individual Retirement Annuities
The following information is being provided to you, the owner, in accordance
with the requirements of the Internal Revenue Service (IRS). This Disclosure
Statement contains information about opening and maintaining an Individual
Retirement Account or Annuity (IRA), and summarizes some of the financial and
tax consequences of establishing an IRA.
Part I of this Disclosure Statement discusses Traditional IRAs, while Part II
addresses Roth IRAs. Because the tax consequences of the two categories of IRAs
differ significantly, it is important that you review the correct part of this
Disclosure Statement to learn about your particular IRA. This Disclosure
Statement does not discuss Education IRAs or SIMPLE-IRAs, except as necessary in
the context of discussing other types of IRAs.
Your Transamerica Life Insurance and Annuity Company's Individual Retirement
Annuity, also referred to as a Transamerica Life IRA Contract has been approved
as to form by the IRS. In addition, we are using an IRA and a Roth IRA
Endorsement based on the IRS-approved text. Please note that IRS approval
applies only to the form of the contract and does not represent a determination
of the merits of such IRA contract.
It may be necessary for us to amend your Transamerica Life IRA or Roth IRA
Contract in order for us to obtain or maintain IRS approval of its tax
qualification. In addition, laws and regulations adopted in the future may
require changes to your contract in order to preserve its status as an IRA. We
will send you a copy of any such amendment.
No contribution to a Transamerica Life IRA will be accepted under a SIMPLE plan
established by any employer pursuant to Internal Revenue Code Section 408(p). No
transfer or rollover of funds attributable to contributions made by an employer
to your SIMPLE IRA under the employer's SIMPLE plan may be transferred or rolled
over to
your Transamerica Life IRA before the expiration of the two year period
beginning on the date you first participated in the employer's SIMPLE plan. In
addition, depending on the annuity contract you purchased, contributory IRAs may
or may not be available.
This Disclosure Statement includes the non-technical explanation of some of the
changes made by the Tax Reform Act of 1986 applicable to IRAs and more recent
changes made by the Small Business Job Protection Act of 1996, the Health
Insurance Portability and Accountability Act of 1996, the Tax Relief Act of 1997
and the IRS Restructuring and Reform Act of 1998.
The information provided applies to contributions made and distributions
received after December 31, 1986, and reflects the relevant provisions of the
Code as in effect on January 1, 1999. This Disclosure Statement is not intended
to constitute tax advice, and you should consult a tax professional if you have
questions about your own circumstances.
Revocation of Your IRA or Roth IRA
You have the right to revoke your Traditional IRA or Roth IRA issued by us
during the seven calendar day period following its establishment. The
establishment of your Traditional IRA or Roth IRA contract will be the contract
effective date. This seven day calendar period may or may not coincide with the
free look period of your contract.
In order to revoke your Traditional IRA or Roth IRA, you must notify us in
writing and you must mail or deliver your revocation to us postage prepaid, at:
401 North Tryon Street, Charlotte, NC 28202. The date of the postmark, or the
date of certification or registration if sent by certified or registered mail,
will be considered your revocation date. If you revoke your Traditional IRA or
Roth IRA during the seven day period, an amount equal to your premium will be
returned to you without any adjustment.
Definitions
Code - Internal Revenue Code of 1986, as amended, and regulations issued
thereunder. Contributions - Purchase payments paid to your contract.
Contract - The annuity policy, certificate or contract which you purchased.
Compensation - For purposes of determining allowable contributions, the term
compensation includes all earned income, including net earnings from
self-employment and alimony or separate maintenance payments received under a
decree of divorce or separate maintenance and includable in your gross income,
but does not include deferred compensation or any amount received as a pension
or annuity.
Regular Contributions - In General
As is more fully discussed below, for 1998 and later years, the maximum total
amount that you may contribute for any tax year to your regular IRAs and your
regular Roth IRAs combined is $2,000, or if less, your compensation for that
year. Once you attain age 70 1/2, this limit is reduced to zero only for your
regular IRAs, not for your Roth IRAs, but the separate limit on Roth IRA
contributions can be reduced to zero for taxpayers with adjusted gross income,
also referred to as AGI, above certain levels, as described below in Part II,
Section 1. While your Roth IRA contributions are never deductible, your regular
IRA contributions are fully deductible, unless you, or your spouse, is an active
participant in some form of tax-qualified retirement plan for the tax year. In
the latter case, any deductible portion of your regular IRA contributions for
each year is subject to the limits that are described below in Part I, Section
2, and any remaining regular IRA contributions for that year must be reported to
the IRS as nondeductible IRA contributions, along with your Roth IRA
contributions.
IRA PART I: TRADITIONAL IRAs
The rules that apply to a Traditional Individual Retirement Account or Annuity,
or IRA or Traditional IRA and which includes a regular or Spousal IRA and a
rollover IRA, generally also apply to IRAs under Simplified Employee Pension
plans, or SEP-IRAs, unless specific rules for SEP-IRAs are stated.
1. Contributions
(a) Regular IRA. Regular IRA contributions must be in cash and are subject to
the limits described above. Such contributions are also subject to the minimum
amount under the Transamerica IRA contract. In addition, any of your regular
contributions to an IRA for a tax year must be made by the due date, not
including extensions, for your federal tax return for that tax year. See also
Part II, Section 4 below about recharacterizing IRA and Roth IRA contributions
by such date.
(b) Spousal IRA. If you and your spouse file a joint federal income tax return
for the taxable year and if your spouse's compensation, if any, includable in
gross income for the year is less than the compensation includable in your gross
income for the year, you and your spouse may each establish your own separate
regular IRA, and Roth IRA, and may make contributions to such IRAs for your
spouse that are not limited by your spouse's lower amount of compensation.
Instead, the limit for the total contribution to spousal IRAs that can be made
by you or your spouse for the tax year is:
1. $2,000; or
2. if less, the total combined compensation for both you and your spouse
reduced by any deductible IRA contributions and any Roth IRA contributions
for such year.
As with any regular IRA contributions, those for your spouse cannot be made for
any tax year in which your spouse has attained age 70 1/2, must be in cash, and
must be made by the due date, not including extensions, for your federal income
tax return for that tax year.
(c) Rollover IRA. Rollover contributions to a Traditional IRA are unlimited in
dollar amount. These can include rollover contributions of eligible
distributions received by you from another Traditional IRA or tax-qualified
retirement plan. Generally, any distribution from a tax-qualified retirement
plans, such as a pension or profit sharing plan, Code Section 401(k) plan, H.R.
10 or Keogh plan, or a Traditional IRA can be rolled over to a Traditional IRA
unless it is a required minimum distribution as discussed below in Part I,
Section 4(a) or it is part of a series of payments to be paid to you over your
life, life expectancy or a period of at least 10 years. In addition,
distributions of "after-tax" plan contributions, i.e., amounts which are not
subject to federal income tax when distributed from a tax-qualified retirement
plan, are not eligible to be rolled over to an IRA. If a distribution from a
tax-qualified plan or a Traditional IRA is paid to you and you want to roll over
all or part of the eligible distributed amount to a Transamerica Life
Traditional IRA, the rollover must be accomplished within 60 days of the date
you receive the amount to be rolled over. However, you may roll over any amount
from one Traditional IRA into another Traditional IRA only once in any 365-day
period.
A timely rollover of an eligible distributed amount that has been paid to you
directly will prevent its being taxable to you at the time of distribution; that
is, none of it will be includable in your gross income until you withdraw some
amount from your rollover IRA. However, any such distribution directly to you
from a tax-qualified retirement plan is generally subject to a mandatory 20%
withholding tax.
By contrast, a direct transfer from a tax-qualified retirement plan to a
Traditional IRA is considered a "direct" rollover and is not subject to any
mandatory withholding tax, or other federal income tax, upon the direct
transfer. If you elect to make such a "direct" rollover from a tax-qualified
plan to a Transamerica Life Traditional IRA, the transferred amount will be
deposited directly into your rollover IRA.
Strict limitations apply to rollovers, and you should seek competent tax advice
in order to comply with all the rules governing rollovers.
(d) Direct Transfers from another Traditional IRA. You may make an initial or
subsequent contribution to your Transamerica Life Traditional IRA by directing
the fiduciary or issuer of any of your existing IRAs to make a direct transfer
of all or part of such IRAs in cash to your Transamerica Life Traditional IRA.
Such a direct transfer between Traditional IRAs is not considered a rollover ,
e.g., for purposes of the 1-year waiting period or withholding.
(e) Simplified Employee Pension Plan, or SEP-IRA. If an IRA is established that
meets the requirements of a SEP-IRA, generally your employer may contribute an
amount not to exceed the lesser of 15% of your includable compensation ($160,000
for 1999, adjusted for inflation thereafter) or $30,000, even after you attain
age 70 1/2. The amount of such contribution is not includable in your income for
federal income tax purposes. In the case of a SEP-IRA that has a grandfathered
qualifying form of salary reduction, referred to as a SARSEP, that was
established by an employer before 1997, generally any employee, including a
self-employed individual, who:
1. has worked for the employer for 3 of the last 5 preceding tax years;
2. is at least age 21; and
3. has received from the employer compensation of at least $400 for the
current tax year, adjusted for inflation after 1999.
is eligible to make a before tax salary reduction contribution to the SARSEP for
the current tax year of up to $10,000, adjusted for inflation after 1998,
subject to the overall limits for SEP-IRA contributions.
Your employer is not required to make a SEP-IRA contribution in any year nor
make the same percentage contribution each year. But if contributions are made,
they must be made to the SEP-IRA for all eligible employees and must not
discriminate in favor of highly compensated employees. If these rules are not
met, any SEP-IRA contributions by the employer could be treated as taxable to
the employees and could result in adverse tax consequences to the participating
employee. For further details about SARSEPs and SEP-IRAs, e.g., for computing
contribution limits for self-employed individuals, see IRS Publication 590, as
indicated below.
(f) Responsibility of the Owner. Contributions, rollovers, or transfers to any
IRA must be made in accordance with the appropriate sections of the Code. It is
your full and sole responsibility to determine the tax deductibility of any
contribution to your Traditional IRA, and to make such contributions in
accordance with the Code. Transamerica does not provide tax advice, and assumes
no liability for the tax consequences of any contribution to your Transamerica
Life Traditional IRA.
2. Deductibility of Contributions for a Regular IRA
(a) General Rules. The deductible portion of the contributions made to the
regular IRAs for you, or your spouse, for a tax year depends on whether you, or
your spouse, is an "active participant" in some type of a tax-qualified
retirement plan for such year, as described in Section 2(b) immediately below.
If you and your spouse file a joint return for a tax year and neither of you is
an active participant for such year, then the permissible contributions to the
regular IRAs for each of you are fully deductible up to $2,000 each, i.e., your
combined deductible IRA contribution limit for the tax year could be $4,000.
Similarly, if you are not married, or treated as such, for the tax year and you
are not an active participant for such year, the permissible contributions to
your regular IRAs for the tax year are fully deductible up to $2,000. For
instance, if you and your spouse file separate returns for the tax year and you
did not live together at any time during such tax year, then you are treated as
unmarried for such year, and if you were not an active participant for the tax
year, then your deductible limit for your regular IRA contribution is $2,000,
even if your spouse was an active participant for such year.
If you are an active participant for the tax year, then your $2,000 limit is
subject to a phase-out rule if your AGI for such year exceeds a Threshold Level,
depending on your tax filing status and the calendar year. If, however, you are
not an active participant for the tax year but your spouse is, then your $2,000
limit is subject to the phase-out rule only if your AGI exceeds a higher
Threshold Level. See Part I, Section 2(c), below.
(b) Active Participant. You are an "active participant" for a year if you
participate in some type of tax-qualified retirement plan. For example, if you
participate in a qualified pension or profit sharing plan, a Code Section 401(k)
plan, certain government plans, a tax-sheltered arrangement under Code Section
403, a SIMPLE plan or a SEP-IRA plan, you are considered to be an active
participant. Your Form W-2 for the year should indicate your participation
status.
(c) Adjusted Gross Income, or AGI. If you are an active participant, you must
look at your AGI for the year, or if you and your spouse file a joint tax
return, you use your combined AGI, to determine whether you can make a
deductible IRA contribution for that taxable year. The instructions for your tax
return will show you how to calculate your AGI for this purpose. If you are at
or below a certain AGI level, called the Threshold Level, you are treated as if
you were not an active participant and you can make a deductible contribution
under the same rules as a person who is not an active participant.
If you are an active participant for the tax year, then your Threshold Level
depends upon whether you are a married taxpayer filing a joint tax return, an
unmarried taxpayer, or a married taxpayer filing a separate tax return. If you
are a married taxpayer but file a separate tax return, the Threshold Level is
$0. If you are a married taxpayer filing a joint tax return, or an unmarried
taxpayer, your Threshold Level depends upon the taxable year, and can be
determined using the appropriate table below:
<PAGE>
Married Filing Jointly Unmarried
Taxable Threshold Taxable Threshold
Year Level Year Level
1998 $50,000 1998 $30,000
1999 $51,000 1999 $31,000
2000 $52,000 2000 $32,000
2001 $53,000 2001 $33,000
2002 $54,000 2002 $34,000
2003 $60,000 2003 $40,000
2004 $65,000 2004 $45,000
2005 $70,000 2005 and
2006 $75,000 thereafter $50,000
2007 and
thereafter $80,000
<PAGE>
Beginning in 1998, if you are not an active participant for the tax year but
your spouse is, and you are not treated as unmarried for filing purposes, then
your Threshold Level is $150,000.
If your AGI is less than $10,000 above your Threshold Level, or $20,000 for
married taxpayers filing jointly for the taxable year beginning on or after
January 1, 2007, you will still be able to make a deductible contribution, but
it will be limited in amount. The amount by which your AGI exceeds your
Threshold Level is called your Excess AGI. The Maximum Allowable Deduction is
$2,000, even for Spousal IRAs. You can calculate your Deduction Limit as
follows:
10,000 - Excess AGI x Maximum Allowable Deduction = Deduction Limit 10,000
- -------------------
For taxable years beginning on or after January 1, 2007, married taxpayers
filing jointly should substitute 20,000 for 10,000 in the numerator and
denominator of the above equation.
You must round up any computation of the Deduction Limit to the next highest $10
level, that is, to the next highest number which ends in zero. For example, if
the result is $1,525, you must round it up to $1,530. If the final result is
below $200 but above zero, your Deduction Limit is $200. Your Deduction Limit
cannot in any event exceed 100% of your compensation.
3. Nondeductible Contributions to Regular IRAs
The amounts of your regular IRA contributions which are not deductible will be
nondeductible contributions to such IRAs. You may also choose to make a
nondeductible contribution to your regular IRA, even if you could have deducted
part or all of the contribution. Interest or other earnings on your regular IRA
contributions, whether from deductible or nondeductible contributions, will not
be taxed until taken out of your IRA and distributed to you.
If you make a nondeductible contribution to an IRA, you must report the amount
of the nondeductible contribution to the IRS as a part of your tax return for
the year, e.g., on Form 8606.
4. Distributions
(a) Required Minimum Distributions, or RMD. Distributions from your Traditional
IRAs must be made or begin no later than April 1 of the calendar year following
the calendar year in which you attain age 70 1/2, the required beginning date.
You may take RMDs from any Traditional IRA you maintain, but not from any Roth
IRA, as long as:
1. distributions begin when required;
2. distributions are made at least once a year; and
3. the amount to be distributed is not less than the minimum required under
current federal tax law.
If you own more than one Traditional IRA, you can choose whether to take your
RMD from one Traditional IRA or a combination of your Traditional IRAs. A
distribution may be made at once in a lump sum, as qualifying partial
withdrawals or as qualifying settlement option payments. Qualifying partial
withdrawals and settlement option payments must be made in equal or
substantially equal amounts over:
1. your life or the joint lives of you and your beneficiary; or
2. a period not exceeding your life expectancy, as redetermined annually under
IRS tables in the income tax regulations, or the joint life expectancy of
you and your beneficiary, as redetermined annually, if that beneficiary is
your spouse.
Also, special rules may apply if your designated beneficiary, other than your
spouse, is more than ten years younger than you.
If qualifying settlement option payments start before the April 1 following the
year you turn age 70 1/2, then the annuity date of such settlement option
payments will be treated as the required beginning date for purposes of the RMD
provisions, above, and the death benefit provisions, below.
If you die before the entire interest in your Traditional IRAs is distributed to
you, but after your required beginning date, the entire interest in your
Traditional IRAs must be distributed to your beneficiaries at least as rapidly
as under the method in effect at your death. If you die before your required
beginning date and if you have a designated beneficiary, distributions to your
designated beneficiary can be made in substantially equal installments over the
life or life expectancy of the designated beneficiary, beginning by December 31
of the calendar year that is one year after the year of your death. Otherwise,
if you die before your required beginning date and your surviving spouse is not
your designated beneficiary, distributions must be completed by December 31 of
the calendar year that is five years after the year of your death.
If your designated beneficiary is your surviving spouse, and you die before your
required beginning date, your surviving spouse can become the new
owner/annuitant and can continue the Transamerica Life Traditional IRA on the
same basis as before your death. If your surviving spouse does not wish to
continue the contract as his or her IRA, he or she may elect to receive the
death benefit in the form of qualifying settlement option payments in order to
avoid the 5-year rule. Such payments must be made in substantially equal amounts
over your spouse's life or a period not extending beyond his or her life
expectancy. Your surviving spouse must elect this option and begin receiving
payments no later than the later of the following dates:
1. December 31 of the year following the year you died; or
2. December 31 of the year in which you would have reached the required
beginning date if you had not died.
Either you or, if applicable, your beneficiary, is responsible for assuring that
the RMD is taken in a timely manner and that the correct amount is distributed.
(b) Taxation of IRA Distributions. Because nondeductible Traditional IRA
contributions are made using income which has already been taxed, that is, they
are not deductible contributions, the portion of the Traditional IRA
distributions consisting of nondeductible contributions will not be taxed again
when received by you. If you make any nondeductible contributions to your
Traditional IRAs, each distribution from any of your Traditional IRAs will
consist of a nontaxable portion, return of nondeductible contributions, and a
taxable portion, return of deductible contributions, if any, and earnings.
Thus, if you receive a distribution from any of your Traditional IRAs and you
previously made deductible and nondeductible contributions to such IRAs, you may
not take a Traditional IRA distribution which is entirely tax-free. The
following formula is used to determine the nontaxable portion of your
distributions for a taxable year.
Remaining nondeductible contributions
Divided by
Year-end total adjusted Traditional IRA balances
Multiplied by
Total distributions for the year
Equals:
Nontaxable distributions for the year
To figure the year-end total adjusted Traditional IRA balance, you must treat
all of your Traditional IRAs as a single Traditional IRA. This includes all
regular IRAs, as well as SEP-IRAs, SIMPLE IRAs and Rollover IRAs, but not Roth
IRAs. You also add back to your year-end total Traditional IRA balances,
specifically the distributions taken during the year from your Traditional IRAs.
Please refer to IRS Publication 590, Individual Retirement Arrangements for
instructions, including worksheets, that can assist you in these calculations.
Transamerica Life Insurance and Annuity Company will report all distributions
from your Transamerica Traditional IRA to the IRS as fully taxable income to
you.
Even if you withdraw all of the assets in your Traditional IRAs in a lump sum,
you will not be entitled to use any form of lump sum treatment or income
averaging to reduce the federal income tax on your distribution. Also, no
portion of your distribution qualifies as a capital gain. Moreover, any
distribution made before you reach age 59 1/2, may be subject to a 10% penalty
tax on early distributions, as indicated below.
(c) Withholding. Unless you elect not to have withholding apply, federal income
tax will be withheld from your Traditional IRA distributions. If you receive
distributions under a settlement option, tax will be withheld in the same manner
as taxes withheld on wages, calculated as if you were married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be withheld in the amount of 10% of the distribution. If payments are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to Transamerica that you are not a U. S. citizen
residing abroad or a tax avoidance expatriate as defined in Code Section 877.
Such certification may result in mandatory withholding of federal income taxes
at a different rate.
5. Penalty Taxes
(a) Excess Contributions. If at the end of any taxable year the total regular
IRA contributions you made to your Traditional IRAs and your Roth IRAs, other
than rollovers or transfers, exceed the maximum allowable deductible and
nondeductible contributions for that year, the excess contribution amount will
be subject to a nondeductible 6% excise penalty tax. Such penalty tax cannot
exceed 6% of the value of your IRAs at the end of such year.
However, if you withdraw the excess contribution, plus any earnings on it,
before the due date for filing your federal income tax return, including
extensions, for the taxable year in which you made the excess contribution, the
excess contribution will not be subject to the 6% penalty tax. The amount of the
excess contribution withdrawn will not be considered an early distribution, nor
otherwise be includible in your gross income if you have not taken a deduction
for the excess amount.
However, the earnings withdrawn will be taxable income to you and may be subject
to the 10% penalty tax on early distributions. Alternatively, excess
contributions for one year may be withdrawn in a later year or may be carried
forward as regular IRA contributions in the following year to the extent that
the excess, when aggregated with your regular IRA contributions, if any, for the
subsequent year, does not exceed the maximum allowable deductible and
nondeductible amount for that year. The 6% excise tax will be imposed on excess
contributions in each subsequent year they are neither returned to you nor
applied as permissible regular IRA contributions for such year.
(b) Early Distributions. Since the purpose of an IRA is to accumulate funds for
retirement, your receipt or use of any portion of your IRA before you attain age
59 1/2 constitutes an early distribution subject to a 10% penalty tax unless the
distribution occurs as a result of your death or disability or is part of a
series of substantially equal payments made over your life expectancy or the
joint life expectancies of you and your beneficiary, as determined from IRS
tables in the income tax regulations.
Also, the 10% penalty tax will not apply if distributions are used to pay for
medical expenses in excess of 7.5% of your AGI or if distributions are used to
pay for health insurance premiums for you, your spouse and/or your dependents if
you are an unemployed individual who is receiving unemployment compensation
under federal or state programs for at least 12 consecutive weeks. Effective for
distributions made in 1998 or later, the 10% penalty tax also will not apply to
an early distribution made to pay for certain qualifying first-time homebuyer
expenses of you or certain family members, or for certain qualifying higher
education expenses for you or certain family members.
First-time homebuyer expenses must be paid within 120 days of the distribution
from the IRA and include up to $10,000 of the costs of acquiring, constructing,
or reconstructing a principal residence, including any usual or reasonable
settlement, financing or other closing costs. Higher education expenses include
tuition, fees, books, supplies, and equipment required for enrollment,
attendance, and room and board at a post-secondary educational institution. The
amount of an early distribution, excluding any nondeductible contribution
included therein, is includable in your gross income and may be subject to the
10% penalty tax unless you transfer it to another IRA as a qualifying rollover
contribution.
(c) Failure To Satisfy RMD. If the RMD rules described above in Part I, Section
4(a) apply to you and if the amount distributed during a calendar year is less
than the minimum amount required to be distributed, you will be subject to a
penalty tax equal to 50% of the excess of the amount required to be distributed
over the amount actually distributed.
(d) Policy Loans and Prohibited Transactions. If you or any beneficiary engage
in any prohibited transaction, such as any sale, exchange or leasing of any
property between you and the Traditional IRA, or any interference with the
independent status of such IRA, the Traditional IRA will lose its tax exemption
and be treated as having been distributed to you. The value of the entire
Traditional IRA, excluding any nondeductible contributions included therein,
will be includable in your gross income; and, if at the time of the prohibited
transaction you are under age 59 1/2, you may also be subject to the 10% penalty
tax on early distributions, as described above in Part I, Section 5(b).
If you borrow from or pledge your Traditional IRA, or your benefits under the
contract, as security for a loan, the portion borrowed or pledged as security
will cease to be tax-qualified, the value of that portion will be treated as
distributed to you, and you will have to include the value of the portion
borrowed or pledged as security in your income that year for federal tax
purposes. You may also be subject to the 10% penalty tax on early distributions.
(e) Overstatement or Understatement of Nondeductible Contributions. If you
overstate your nondeductible Traditional IRA contributions on your federal
income tax return, without reasonable cause, you may be subject to a reporting
penalty. Such a penalty also applies for failure to file any form required by
the IRS to report nondeductible contributions. These penalties are in addition
to any ordinary income or penalty taxes, interest, and penalties for which you
may be liable if you underreport income upon receiving a distribution from your
Traditional IRA. See Part I, Section 4(b) above for the tax treatment of such
distributions.
IRA PART II: ROTH IRAs
1. Contributions
(a) Regular Roth IRA. You may make contributions to a regular Roth IRA in any
amount up to the contribution limits described in Part II, Section 3, below.
Such contributions are also subject to the minimum amount under the Transamerica
Life Roth IRA contract. Such contribution must be in cash. Your contribution for
a tax year must be made by the due date, not including extensions, for your
federal income tax return for that tax year. Unlike Traditional IRAs, you may
continue making Roth IRA contributions after reaching age 70 1/2 to the extent
that your AGI does not exceed the levels described below.
(b) Spousal Roth IRA. If you and your spouse file a joint federal income tax
return for the taxable year and if your spouse's compensation, if any,
includable in gross income for the year is less than the compensation includable
in your gross income for the year, you and your spouse may each establish your
own individual Roth IRA and may make contributions to those Roth IRAs in
accordance with the rules and limits for contributions contained in the Code,
which are described in Part II, Section 3, below. Such contributions must be in
cash. Your contribution to a Spousal Roth IRA for a tax year must be made by the
due date, not including extensions, for your federal income tax return for that
tax year.
(c) Rollover Roth IRA. You may make contributions to a Rollover Roth IRA within
60 days after receiving a distribution from an existing Roth IRA, subject to
certain limitations discussed in Part II, Section 3, below.
(d) Transfer Roth IRA. You may make an initial or subsequent contribution to
your Transamerica Life Roth IRA by directing a fiduciary or issuer of any of
your existing Roth IRAs to make a direct transfer of all or a portion of the
assets from such Roth IRAs to your Transamerica Life Roth IRA.
(e) Conversion Roth IRA. You may make contributions to a Conversion Roth IRA
within 60 days of receiving a distribution from an existing Traditional IRA or
by instructing the fiduciary or issuer of any of your existing Traditional IRAs
to make a direct transfer of all or a portion of the assets from such a
Traditional IRA to your Transamerica Life Roth IRA, subject to certain
restrictions and subject to income tax on some or all of the converted amounts.
If your AGI, not including the conversion amount, is greater than $100,000 for
the tax year, or if you are married and you and your spouse file separate tax
returns, you may not convert or transfer any amount from a Traditional IRA to a
Roth IRA.
(f) Responsibility of the Owner. Contributions, rollovers, transfers or
conversions to a Roth IRA must be made in accordance with the appropriate
sections of the Code. It is your full and sole responsibility to make
contributions to your Roth IRA in accordance with the Code. Transamerica Life
Insurance and Annuity Company does not provide tax advice, and assumes no
liability for the tax consequences of any contribution to your Roth IRA.
2. Deductibility of Contributions
Your Roth IRA permits only nondeductible after-tax contributions. However,
distributions from your Roth IRA are generally not subject to federal income
tax. See Part II, 4(b) below. This is unlike a Traditional IRA, which permits
deductible and nondeductible contributions, but which provides that most
distributions are subject to federal income tax.
3. Contribution Limits
Contributions for each taxable year to all Traditional and Roth IRAs may not
exceed the lesser of 100% of your compensation or $2,000 for any calendar year,
subject to AGI phase-out rules described below in Section 3(a). Rollover,
transfer and conversion contributions, if properly made, do not count towards
your maximum annual contribution limit, nor do employer contributions to a
SEP-IRA or SIMPLE IRA.
(a) Regular Roth IRAs. The maximum amount you may contribute to a regular Roth
IRA will depend on the amount of your AGI for the calendar year. Your maximum
$2,000 contribution limit begins to phase out when your AGI reaches $95,000 as
unmarried or $150,000 when married filing jointly. Under this phase out, your
maximum regular Roth IRA contributions generally will not be less than $200;
however, no contribution is allowed if your AGI exceeds $110,000 as unmarried or
$160,000 when married filing jointly. If you are married and you and your spouse
file separate tax returns, your maximum regular Roth IRA contribution phases out
between $0 and $10,000. If you are married but you and your spouse lived apart
for the entire taxable year and file separate federal income tax returns, your
maximum contribution is calculated as if you were not married. You should
consult your tax adviser to determine your maximum contribution.
You may make contributions to a regular Roth IRA after age 70 1/2, subject to
the phase-out rules. Regular Roth IRA contributions for a tax year should be
reported on your tax return for that year, specifically, on Form 8606.
(b) Spousal Roth IRAs. Contributions to your lower-earning spouse's Spousal Roth
IRA may not exceed the lesser of:
1. 100% of both spouses' combined compensation minus any Roth IRA or
deductible Traditional IRA contribution for the spouse with the higher
compensation for the year; or
2. $2,000, as reduced by the phase-out rules described above for regular Roth
IRAs.
A maximum of $4,000 may be contributed to both spouses' Roth IRAs. Contributions
can be divided between the spouses' Roth IRAs as you and your spouse wish, but
no more than $2,000 in regular Roth IRA contributions can be contributed to
either individual's Roth IRA each year.
(c) Rollover Roth IRAs. There is no limit on the amounts that you may rollover
from one Roth IRA into another Roth IRA, including your Transamerica Life Roth
IRA. You may roll over a distribution from any single Roth IRA to another Roth
IRA only once in any 365-day period.
(d) Transfer Roth IRAs. There is no limit on amounts that you may transfer
directly from one Roth IRA into another Roth IRA, including your Transamerica
Life Roth IRA. Such a direct transfer does not constitute a rollover for
purposes of the 1-year waiting period.
(e) Conversion Roth IRAs. There is no limit on amounts that you may convert from
your Traditional IRA into your Transamerica Life Roth IRA if you are eligible to
open a Conversion Roth IRA as described in Part II, Section 1(e), above. In the
case of a conversion from a SIMPLE-IRA, the conversion may only be done after
the expiration of your 2-year participation period described in Code Section
72(t)(6). However, the distribution proceeds from your Traditional IRA are
includable in your taxable income to the extent that they represent a return of
deductible contributions and earnings on any contributions. The distribution
proceeds from your Traditional IRA are not subject to the 10% early distribution
penalty tax, described below, if the distribution proceeds are deposited to your
Roth IRA within 60 days.
You can also make contributions to a Roth IRA by instructing the fiduciary or
issuer, custodian or trustee of your existing Traditional IRAs to transfer the
assets in your Traditional IRAs to the Roth IRA, which can be a successor to
your existing Traditional IRAs. The transfer will be treated as a distribution
from your Traditional IRAs, and that amount will be includable in your taxable
income to the extent that it represents a return of deductible contributions and
earnings on any contributions, but will not be subject to the 10% early
distribution penalty tax.
If you converted from a Traditional IRA to a Roth IRA during 1998, the income
reportable upon distribution from the Traditional IRA may be reportable entirely
for 1998 or reportable ratably over four years beginning in 1998.
4. Recharacterization of IRA Contributions
(a) Eligibility. By making a timely transfer and election, you generally can
treat a contribution made to one type of IRA as made to a different type of IRA
for a taxable year. For example, if you make contributions to a Roth IRA and
later discover that you are not eligible to make Roth IRA contributions, you may
recharacterize all or a portion of the contribution as a Traditional IRA
contribution by the filing due date, including extensions, for the applicable
tax year.
You may not recharacterize amounts paid into a Traditional IRA that represented
tax-free rollovers or transfers, or employer contributions.
(b) Election. You may elect to recharacterize a contribution amount made to one
type of IRA by simply making a trustee-to-trustee transfer of such amount, plus
net income attributable to it, to a second type of IRA on or before the federal
income tax due date, including extensions, for the tax year for which the
contribution was initially made. After the recharacterization has been made, you
may not revoke or modify the election.
(c) Taxation of a Recharacterization. For federal income tax purposes, a
recharacterized contribution will be treated as having been contributed to the
transferee IRA, rather than to the transferor IRA, on the same date and for the
same tax year that the contribution was initially made to the transferor IRA. A
recharacterized transfer is not considered a rollover for purposes of the 1-year
waiting period.
The transfer of the contribution amount being recharacterized must include the
net income attributable to such amount. If such amount has experienced net
losses as of the time of the recharacterization transfer, the amount
transferred, the original contribution amount less any losses, will generally
constitute a transfer of the entire contribution amount. You must treat the
contribution amount as made to the transferee IRA on your federal income tax
return for the year to which the original contribution amount related.
For reconversions following a recharacterization, see Publication 590 and
Treasury Regulation Section 1.408A-5.
5. Distributions
(a) Required Minimum Distribution, or RMD. Unlike a Traditional IRA, there are
no rules that require that any distribution be made to you from your Roth IRA
during your lifetime.
If you die before the entire value of your Roth IRA is distributed to you, the
balance of your Roth IRA must be distributed by December 31 of the calendar year
that is five years after your death. However, if you die and you have a
designated beneficiary, your beneficiary may elect to take distributions in the
form of qualifying settlement option payments in substantially equal
installments over the life or life expectancy of the designated beneficiary,
beginning by December 31 of the calendar year that is one year after your death.
If your beneficiary is your surviving spouse, he or she can become the new
owner/annuitant and can continue the Transamerica Life Roth IRA on the same
basis as before your death. If your surviving spouse does not wish to continue
the Transamerica Life Roth IRA as his or her Roth IRA, he or she may elect to
receive the death benefit in the form of qualifying settlement option payments
in order to avoid the 5-year distribution requirement. Such payments must be
made in substantially equal amounts over your spouse's life or a period not
extending beyond his or her life expectancy. Your surviving spouse must elect
this option and begin receiving payments no later than the later of the
following dates:
1. December 31 of the year following the year you died; or
2. December 31 of the year in which you would have reached age 70 1/2.
Your beneficiary is responsible for assuring that the RMD following your death
is taken in a timely manner and that the correct amount is distributed.
(b) Taxation of Roth IRA Distributions. The amounts that you withdraw from your
Roth IRA are generally tax-free. For federal income tax purposes, all of your
Roth IRAs are aggregated and Roth IRA distributions are treated as made first
from Roth IRA contributions and second from earnings. Distributions that are
treated as made from Roth IRA contributions are treated as made first from
regular Roth IRA contributions, which are always tax-free, and second from
conversion or rollover Roth IRA contributions on a first-in, first-out basis. A
distribution allocable to a particular conversion or rollover Roth IRA
contribution is treated as consisting first of the portion, if any, of the
conversion contribution that was previously includible in gross income by reason
of the conversion.
In any event, since the purpose of a Roth IRA is to accumulate funds for
retirement, your receipt or use of Roth IRA earnings before you attain age 59
1/2 , or within 5 years of your first contribution to the Roth IRA, including a
contribution rolled over, transferred or converted from a Traditional IRA, will
generally be treated as an early distribution subject to regular income tax and
to the 10% penalty tax described below in Section 6(b).
No income tax will apply to earnings that are withdrawn before you attain age 59
1/2, but which are withdrawn five or more years after the first contribution to
the Roth IRA, including a rollover or transfer contribution or conversion from a
Traditional IRA, where the withdrawal is made:
1. upon your death or disability; or
2. to pay qualified first-time homebuyer expenses of you or certain family
members.
No portion of your Roth IRA distribution qualifies as a capital gain. There is
also a separate 5-year rule for the recapture of the 10% penalty tax that is
described below in Section 6(b) and that applies to any Roth IRA distribution
made before age 59 1/2 if any conversion or rollover contribution has been made
to any Roth IRA owned by the individual within the 5 most recent taxable years,
even if this current distribution from the Roth IRA is otherwise tax-free under
the rules described in this Subsection 5(b).
(c) Withholding. If the distribution from your Roth IRA is subject to federal
income tax, unless you elect not to have withholding apply, federal income tax
will be withheld from your Roth IRA distributions. If you receive distributions
under a settlement option, tax will be withheld in the same manner as taxes
withheld on wages, calculated as if you were married and claim three withholding
allowances. If you are receiving any other type of distribution, tax will be
withheld in the amount of 10% of the amount of the distribution. If payments are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to Transamerica Life Insurance and Annuity Company
that you are not a U. S. citizen residing abroad or a "tax avoidance expatriate"
as defined in Code Section 877. Such certification may result in mandatory
withholding of federal income taxes at a different rate. 6. Penalty Taxes
(a) Excess Contributions. If at the end of any taxable year your total regular
Roth IRA contributions, other than rollovers, transfers or conversions, exceed
the maximum allowable contributions for that year, taking into account
Traditional IRA contributions, the excess contribution amount will be subject to
a nondeductible 6% excise penalty tax. Such penalty tax cannot exceed 6% of the
value of your Roth IRAs at the end of such year. However, if you withdraw the
excess contribution, plus any earnings on it, before the due date for filing
your federal income tax return, including extensions, for the taxable year in
which you made the excess contribution, the excess contribution will not be
subject to the 6% penalty tax.
The amount of the excess contribution withdrawn will not be considered an early
distribution, but the earnings withdrawn will be taxable income to you and may
be subject to the 10% penalty tax on early distributions. Alternatively, excess
contributions for one year may be withdrawn in a later year or may be carried
forward as Roth IRA contributions in a later year to the extent that the excess,
when aggregated with your regular Roth IRA contributions, if any, for the
subsequent year, does not exceed the maximum allowable contribution for that
year. The 6% excise tax will be imposed on excess contributions in each
subsequent year they are neither returned to you nor applied as permissible
regular Roth IRA contributions for such year.
(b) Early Distributions. Since the purpose of a Roth IRA is to accumulate funds
for retirement, your receipt or use of any portion of your Roth IRA before you
attain age 59 1/2 constitutes an early distribution subject to the 10% penalty
tax on the earnings in your Roth IRA. This penalty tax will not apply if the
distribution occurs as a result of your death or disability or is part of a
series of substantially equal payments made over your life expectancy or the
joint life expectancies of you and your beneficiary, as determined from IRS
tables in the income tax regulations. Also, the 10% penalty tax will not apply
if distributions are used to pay for medical expenses in excess of 7.5% of your
AGI; or if distributions are used to pay for health insurance premiums for you,
your spouse and/or your dependents if you are an unemployed individual who is
receiving unemployment compensation under federal or state programs for at least
12 consecutive weeks.
The 10% penalty tax also will not apply to an early distribution made to pay for
certain qualifying first-time homebuyer expenses for you or certain family
members, or for certain qualifying higher education expenses for you or certain
family members. First-time homebuyer expenses must be paid within 120 days of
the distribution from the Roth IRA and include up to $10,000 of the costs of
acquiring, constructing, or reconstructing a principle residence, including any
usual or reasonable settlement, financing or other closing costs. Higher
education expenses include tuition, fees, books, supplies, and equipment
required for enrollment, attendance, and room and board at a post-secondary
educational institution.
There is also a separate 5-year recapture rule for the 10% penalty tax in the
case of a Roth IRA distribution made before age 59 1/2 that is made within 5
years after a conversion or rollover contribution from a Traditional IRA. This
recapture rule exists because such a prior Roth IRA contribution avoided the 10%
penalty tax when it was rolled over or converted from the Traditional IRA. Under
this 5-year recapture rule, any Roth IRA distribution made before age 59 1/2
that is attributable to any conversion or rollover contribution from a
Traditional IRA made within the previous 5 years to any of the individual's Roth
IRAs is generally subject to the 10% penalty tax, and its exceptions, to the
extent that such prior Roth IRA contribution was subject to ordinary tax upon
the conversion or rollover, even if the Roth IRA distribution is otherwise
tax-free.
Under the distribution ordering rules for a Roth IRA, all of an individual's
Roth IRAs and distributions therefrom are treated as made: first from regular
Roth IRA contributions; then from conversion or rollover Roth IRA contributions
on a first-in, first-out basis; and last from earnings. However, whenever any
Roth IRA distribution amount is attributable to any conversion or rollover
contribution made within the 5 most recent tax years, this distributed amount is
attributed first to the taxable portion of such prior contribution, for purposes
of determining the amount of this Roth IRA distribution that is subject to the
recapture of the 10% penalty tax, unless some exception to the penalty tax
applies to the current Roth IRA distribution, such as age 59 1/2, disability or
certain health, education or homebuyer expenses, as described above in this
Subsection 6(b).
(c) Failure to Satisfy RMDs Upon Death. If the RMD rules described above in Part
II, Section 4(a) apply to the beneficiary of your Roth IRA after your death and
if the amount distributed during a calendar year is less than the minimum amount
required to be distributed, your beneficiary will be subject to a penalty tax
equal to 50% of the excess of the amount required to be distributed over the
amount actually distributed.
(d) Policy Loans and Prohibited Transactions. If you or any beneficiary engage
in any prohibited transaction, such as any sale, exchange or leasing of any
property between you and the Roth IRA, or any interference with the independent
status of the Roth IRA, the Roth IRA will lose its tax exemption and be treated
as having been distributed to you. The value of any earnings on your Roth IRA
contributions will be includable in your gross income; and if at the time of the
prohibited transaction, you are under age 591/2 you may also be subject to the
10% penalty tax on early distributions, as described above in Part II, Section
5(b). If you borrow from or pledge your Roth IRA, or your benefits under the
contract, as a security for a loan, the portion borrowed or pledged as security
will cease to be tax-qualified, the value of that portion will be treated as
distributed to you, and you may be subject to the 10% penalty tax on early
distributions from a Roth IRA.
IRA PART III: OTHER INFORMATION
(1) Federal Estate and Gift Taxes
Any amount in or distributed from your Traditional and/or Roth IRAs upon your
death may be subject to federal estate tax, although certain credits and
deductions may be available. The exercise or non-exercise of an option that
would pay a survivor an annuity at or after your death should not be considered
a transfer for federal gift tax purposes.
(2) Tax Reporting
You must report contributions to, and distributions from, your Traditional IRA
and Roth IRA, including the year-end aggregate account balance of all
Traditional IRAs and Roth IRAs, on your federal income tax return for the year
specifically on IRS Form 8606. For Traditional IRAs, you must designate on the
return how much of your annual contribution is deductible and how much is
nondeductible. You need not file IRS Form 5329 with your income tax return for a
particular year unless for that year you are subject to a penalty tax because
there has been an excess contribution to, an early distribution from, or
insufficient RMDs from your Traditional IRA or Roth IRA, as applicable.
(3) Vesting
Your interest in your Traditional IRA or Roth IRA is nonforfeitable at all
times.
(4) Exclusive Benefit
Your interest in your Traditional IRA or Roth IRA is for the exclusive benefit
of you and your beneficiaries.
(5) IRS Publication 590
Additional information about your Traditional IRA or Roth IRA or about SEP-IRAs
and SIMPLE-IRAs can be obtained from any district office of the IRS or by
calling 1-800-TAX-FORM for a free copy of IRS Publication 590, Individual
Retirement Arrangements.
<PAGE>
Please forward, without charge, a copy of the Statement of Additional
Information concerning the Transamerica SeriesSM - Transamerica BountySM
Variable Annuity issued by Transamerica Life Insurance and Annuity Company to:
Please print or type and fill in all information:
- -------------------------------------------------------------------------
Name
- -------------------------------------------------------------------------
Address
- -------------------------------------------------------------------------
City/State/Zip
- -------------------------------------------------------------------------
Date: ________________________ Signed: ______________________________
Return to Transamerica Life Insurance and Annuity Company, Annuity Service
Center, 401 North Tryon Street, Suite 700, Charlotte, North Carolina 28202.
<PAGE>
TRANSAMERICA SERIESSM
TRANSAMERICA BOUNTYSM VARIABLE ANNUITY
Contract Form 4-705 Certificate Form TCG-317 Group Annuity Contract Form TGP-717
The contract is not available in all states.
Issued by Transamerica Life Insurance and Annuity Company
401 North Tryon Street, Suite 700, Charlotte, North Carolina, 28202
VIM 186-0999
<PAGE>
8
STATEMENT OF ADDITIONAL INFORMATION FOR
TRANSAMERICA BOUNTYSM
VARIABLE ANNUITY
Separate Account VA-7
Issued By
Transamerica Life Insurance and Annuity Company
This statement of additional information expands upon subjects
discussed in the September 7, 1999, prospectus for the Transamerica Bounty SM
Variable Annuity ("contract") issued by Transamerica Life Insurance and Annuity
Company ("Transamerica") through Separate Account VA-7. You may obtain a free
copy of the prospectus by writing to: Transamerica Life Insurance and Annuity
Company, Annuity Service Center, 401 North Tryon Street, Suite 700, Charlotte,
North Carolina 28202 or calling (800) 420-7749. Terms used in the current
prospectus for the contract are incorporated into this statement.
The contract will be issued as a certificate under a group annuity
contract in some states and as an individual annuity contract in other states.
The term "contract" as used herein refers to both the individual contract and
the certificates issued under the group contract.
This Statement of Additional Information is not a prospectus and
should be read only in conjunction with the prospectus for the contract and
the portfolios.
Dated September 7, 1999
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
THE CONTRACT .....................................................................................................3
NET INVESTMENT FACTOR.............................................................................................3
VARIABLE PAYMENT OPTIONS..........................................................................................3
Variable Annuity Units and Payments......................................................................3
Variable Annuity Unit Value..............................................................................3
Transfers After the Annuity Date ........................................................................4
GENERAL PROVISIONS ...............................................................................................4
IRS Required Distributions...............................................................................4
Non-Participating........................................................................................4
Misstatement of Age or Sex ..............................................................................4
Proof of Existence and Age ..............................................................................4
Annuity Data.............................................................................................4
Assignment...............................................................................................5
Annual Report............................................................................................5
Incontestability.........................................................................................5
Entire Contract..........................................................................................5
Changes in the Contract..................................................................................5
Protection of Benefits...................................................................................5
Delay of Payments........................................................................................5
Notices and Directions...................................................................................6
CALCULATION OF YIELDS AND TOTAL RETURNS...........................................................................6
Money Market Sub-Account Yield Calculation...............................................................6
Other Sub-Account Yield Calculations.....................................................................7
Standard Total Return Calculations.......................................................................7
Adjusted Historical Portfolio Performance Data...........................................................7
Other Performance Data...................................................................................8
HISTORICAL PERFORMANCE DATA.......................................................................................8
General Limitations......................................................................................8
Historical Sub-Account Performance Data..................................................................8
DISTRIBUTION OF THE CONTRACT.....................................................................................16
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................................................................17
STATE REGULATION.................................................................................................17
RECORDS AND REPORTS..............................................................................................17
FINANCIAL STATEMENTS.............................................................................................17
APPENDIX - Accumulation Transfer Formula.........................................................................18
</TABLE>
<PAGE>
THE CONTRACT
The following pages provides additional information about the contract
which may be of interest to some owners.
NET INVESTMENT FACTOR
For any sub-account of the variable account, the net investment factor for
a valuation period, before the annuity date, is (a) divided by (b), minus (c)
minus (d):
Where (a) is:
The net asset value per share held in the sub-account, as of the end of the
valuation period; plus or minus the per-share amount of any dividend or
capital gain distributions if the "ex-dividend" date occurs in the
valuation period; plus or minus a per-share charge or credit as we may
determine, as of the end of the valuation period, for taxes.
Where (b) is:
The net asset value per share held in the sub-account as of the end of the
last prior valuation period.
Where (c) is:
The daily charge of 0.003403% (1.25% annually) for the mortality and
expense risk charge times the number of calendar days in the current
valuation period.
Where (d) is:
The daily administrative expense charge, currently 0.000411% (0.15%
annually) times the number of calendar days in the current valuation
period. This charge may be increased, but will not exceed 0.00096% (0.35%
annually).
A valuation day is defined as any day that the New York Stock Exchange is
open.
VARIABLE PAYMENT OPTIONS
The variable settlement options provide for payments that fluctuate in
dollar amount, based on the investment performance of the selected variable
sub-account(s).
Variable Annuity Units and Payments
For the first monthly payment, the number of variable annuity units
credited in each variable sub-account will be determined by dividing: (a) the
product of the portion of the value to be applied to the variable sub-account
and the variable annuity purchase rate specified in the contract; by (b) the
value of one variable annuity unit in that sub-account on the annuity date.
The amount of each subsequent variable payment equals the product of the
number of variable annuity units in each variable sub-account and the variable
sub-account's variable annuity unit value as of the tenth day of the month
before the payment due date. The amount of each payment may vary.
Variable Annuity Unit Value
The value of a variable annuity unit in a variable sub-account on any
valuation day is determined as described below.
The net investment factor for the valuation period (for the appropriate
payment frequency) just ended is multiplied by the value of the variable annuity
unit for the sub-account on the preceding valuation day. The net investment
factor after the annuity date is calculated in the same manner as before the
annuity date and then multiplied by an interest factor. The interest factor
equals (.999893)n where n is the number of days since the preceding valuation
day. This compensates for the 4% interest assumption built into the variable
annuity purchase rates. We may offer other assumed interest rates than 4%. The
appropriate interest factor will be applied to compensate for the assumed
interest rate.
Transfers After the Annuity Date
After the annuity date, you may transfer variable annuity units from one
sub-account to another, subject to certain limitations. See "Transfers" page 22
of the prospectus. The dollar amount of each subsequent monthly annuity payment
after the transfer must be determined using the new number of variable annuity
units multiplied by the variable sub-account's variable annuity unit value on
the tenth day of the month preceding payment. We reserve the right to change
this day of the month.
The formula used to determine a transfer after the annuity date can be
found in the Appendix to this Statement of Additional Information.
GENERAL PROVISIONS
IRS Required Distributions
If any owner under a non-qualified contract dies before the entire interest
in the contract is distributed, the value generally must be distributed to the
designated beneficiary so that the contract qualifies as an annuity under the
Code. (See "Federal Tax Matters" page 35 of the prospectus.)
Non-Participating
The contract is non-participating. No dividends are payable and the
contract will not share in our profits or surplus earnings.
Misstatement of Age or Sex
If the age or sex of the annuitant or any other measuring life has been
misstated, the settlement option payments under the contract will be whatever
the annuity amount applied on the annuity date would purchase on the basis of
the correct age or sex of the annuitant and/or other measuring life. Where
required by law, rule or regulation, we may only consider the age of the
annuitant and/or other measuring life. Any overpayments or underpayments by us
as a result of any such misstatement may be respectively charged against or
credited to the settlement option payment or payments to be made after the
correction so as to adjust for such overpayment or underpayment.
Proof of Existence and Age
Before making any payment under the contract, we may require proof of the
existence and/or proof of the age of the annuitant or any other measuring life,
or any other information deemed necessary in order to provide benefits under the
contract.
Annuity Data
We will not be liable for obligations which depend on receiving information
from a payee or measuring life until such information is received in a
satisfactory form.
<PAGE>
Assignment
No assignment of a contract will be binding on us unless made in writing
and given to us at our Service Center. We are not responsible for the adequacy
of any assignment. Your rights and the interest of any annuitant or
non-irrevocable beneficiary will be subject to the rights of any assignee of
record.
Annual Report
At least once each contract year before the annuity date, you will be given
a report of the current account value allocated to each sub-account of the
variable account and any general account option. This report will also include
any other information required by law or regulation. After the annuity date, a
confirmation will be provided with every variable annuity payment.
Incontestability
Each contract is incontestable from the contract effective date.
Entire Contract
We have issued the contract in consideration and acceptance of the payment
of the initial purchase payment and certain required information in an
acceptable form and manner or, where state law requires, the application. In
those states that require a written application, a copy of the application is
attached to and is part of the contract and along with the contract constitutes
the entire contract.
The group annuity contract has been issued to a trust organized under
Missouri law. However, the sole purpose of the trust is to hold the group
annuity contract. You have all rights and benefits under the individual
certificate issued under the group contract.
Changes in the Contract
Only two authorized officers of Transamerica, acting together, have the
authority to bind us or to make any change in the individual contract or the
group contract or individual certificates thereunder and then only in writing.
We will not be bound by any promise or representation made by any other persons.
We may change or amend the individual contract or the group contract or
individual certificates thereunder if such change or amendment is necessary for
the individual contract or the group contract or individual certificates
thereunder to comply with any state or federal law, rule or regulation.
Protection of Benefits
To the extent permitted by law, no benefit (including death benefits) under
the contract will be subject to any claim or process of law by any creditor.
Delay of Payments
Payment of any cash withdrawal, lump sum death benefit, or variable payment
or transfer due from the variable account will occur within seven days from the
date the election becomes effective, except that we may be permitted to postpone
such payment if: (1) the New York Stock Exchange is closed for other than usual
weekends or holidays, or trading on the Exchange is otherwise restricted; or (2)
an emergency exists as defined by the Securities and Exchange Commission
(Commission), or the Commission requires that trading be restricted; or (3) the
Commission permits a delay for the protection of owners.
In addition, while it is our intention to process all transfers from the
sub-accounts immediately upon receipt of a transfer request, we have the right
to delay effecting a transfer from a variable sub-account for up to seven days.
We may delay effecting such a transfer if there is a delay of payment from an
affected portfolio. If this happens, then we will calculate the dollar value or
number of units involved in the transfer from a variable sub-account on or as of
the date we receive a transfer request in a acceptable form and manner, but will
not process the transfer to the transferee sub-account until a later date during
the seven-day delay period when the portfolio underlying the transferring
sub-account obtains liquidity to fund the transfer request through sales of
portfolio securities, new purchase payments, transfers by investors or
otherwise. During this period, the amount transferred would not be invested in a
variable sub-account.
We may delay payment of any withdrawal from any general account options for
a period of not more than six months after we receive the request for such
withdrawal. If we delay payment for more than 30 days, we will pay interest on
the withdrawal amount up to the date of payment. See "Cash Withdrawals" page 24
of the prospectus.
Notices and Directions
We will not be bound by any authorization, direction, election or notice
which is not, in a form and manner acceptable to us, and received at our Service
Center.
Any written notice requirement by us to you will be satisfied by our
mailing of any such required written notice, by first-class mail, to the owner's
last known address as shown on our records.
CALCULATION OF YIELDS AND TOTAL RETURNS
Money Market Sub-Account Yield Calculation
In accordance with regulations adopted by the Commission, we are required
to compute the money market sub-account's current annualized yield for a
seven-day period in a manner which does not take into consideration any realized
or unrealized gains or losses on shares of the money market series or on its
portfolio securities. This current annualized yield is computed by determining
the net change (exclusive of realized gains and losses on the sale of securities
and unrealized appreciation and depreciation and income other than investment
income) in the value of a hypothetical account having a balance of one unit of
the money market sub-account at the beginning of such seven-day period, dividing
such net change in account value by the value of the account at the beginning of
the period to determine the base period return and annualizing this quotient on
a 365-day basis. The net change in account value reflects the deductions for the
annual account fee, the mortality and expense risk charge and administrative
expense charges and income and expenses accrued during the period. Because of
these deductions, the yield for the money market sub-account of the variable
account will be lower than the yield for the money market series or any
comparable substitute funding vehicle.
The Commission also permits us to disclose the effective yield of the money
market sub-account for the same seven-day period, determined on a compounded
basis. The effective yield is calculated by compounding the unannualized base
period return by adding one to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result.
The yield on amounts held in the money market sub-account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The money market sub-account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
money market series or substitute funding vehicle, the types and quality of
portfolio securities held by the money market series or substitute funding
vehicle, and operating expenses.
<PAGE>
Other Sub-Account Yield Calculations
We may from time to time disclose the current annualized yield of one or
more of the variable sub-accounts (except the money market sub-account) for
30-day periods. The annualized yield of a sub-account refers to the income
generated by the sub-account over a specified 30-day period. Because this yield
is annualized, the yield generated by a sub-account during the 30-day period is
assumed to be generated each 30-day period. The yield is computed by dividing
the net investment income per variable accumulation unit earned during the
period by the price per unit on the last day of the period, according to the
following formula:
YIELD = 2[{a-b + 1}6 - 1]
cd
Where:
a = net investment income earned during the period by the portfolio
attributable to the shares owned by the sub-account.
b = expenses for the sub-account accrued for the period (net of
reimbursements). c = the average daily number of variable accumulation
units outstanding during the period. d = the maximum offering price per
variable accumulation unit on the last day of the period.
Net investment income will be determined in accordance with rules
established by the Commission. Accrued expenses will include all recurring fees
that are charged to all contracts.
Because of the charges and deductions imposed by the variable account, the
yield for the sub-account will be lower than the yield for the corresponding
portfolio. The yield on amounts held in the variable sub-accounts normally will
fluctuate over time. Therefore, the disclosed yield for any given period is not
an indication or representation of future yields or rates of return. The
variable sub-account's actual yield will be affected by the types and quality of
portfolio securities held by the portfolio, and its operating expenses.
Standard Total Return Calculations
We may from time to time also disclose average annual total returns for one
or more of the sub-accounts for various periods of time. Average annual total
return quotations are computed by finding the average annual compounded rates of
return over one, five and ten year periods that would equate the initial amount
invested to the ending redeemable value, according to the following formula:
P{1 + T}n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the one, five or ten-year period at the end of the one, five,
or ten-year period (or fractional portion of such period).
All recurring fees are recognized in the ending redeemable value.
Adjusted Historical Portfolio Performance Data
We may also disclose "historical" performance data for a portfolio, for
periods before the variable sub-account commenced operations. Such performance
information will be calculated based on the performance of the portfolio and the
assumption that the sub-account was in existence for the same periods as those
indicated for the portfolio, with a level of contract charges currently in
effect.
This type of adjusted historical performance data may be disclosed on both
an average annual total return and a cumulative total return basis.
Other Performance Data
We may from time to time also disclose average annual total returns in a
non-standard format in conjunction with the standard described above. The
non-standard format will be identical to the standard format except that the
contingent deferred sales load percentage will be assumed to be 0%.
We may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula.
CTR = {ERV/P} - 1
Where:
CTR =the cumulative total return net of sub-account recurring charges for
the period.
ERV =ending redeemable value of a hypothetical $1,000 payment
at the beginning of the one, five, or ten-year period at
the end of the one, five, or ten-year period (or
fractional portion of the period).
P = a hypothetical initial payment of $1,000.
All non-standard performance data will be advertised only if the standard
performance data is also disclosed.
HISTORICAL PERFORMANCE DATA
General Limitations
The figures below represent past performance and are not indicative of
future performance. The figures may reflect the waiver of advisory fees and
reimbursement of other expenses which may not continue in the future.
Portfolio information, including historical daily net asset values and
capital gains and dividends distributions regarding each portfolio has been
provided by that portfolio. The adjusted historical sub-account performance data
is derived from the data provided by the portfolios. We have no reason to doubt
the accuracy of the figures provided by the portfolios. We have not verified
these figures.
Historical Performance Data
The charts below show historical performance data for the sub-accounts for
the periods indicated. This data include "adjusted historical" performance for
periods prior to the October 2, 1998 inception of the variable account, based on
the performance of the corresponding portfolios since their inception date, with
a level of charges equal to those currently assessed under the contracts. The
dates next to each sub-account name indicates the date of commencement of
operation of the corresponding portfolio. These figures are not an indication of
the future performance of the sub-accounts.
Notes:
1. On September 16, 1994, an investment company which had commenced operations
on August 1, 1988, called Quest for Value Accumulation Trust (the "Old
Trust") at which time the Present Trust commenced operations. The total net
assets of the Small Cap Portfolio immediately after the transaction were
$139,812,573 in the Old Trust and $8,129,274 in the Present Trust. For the
period prior to September 16, 1994, the performance figures for the Small
Cap Portfolio of the Present Trust reflect the performance of the Small Cap
Portfolio of the Old Trust.
2. The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc., is
the successor to Separate Account Fund C of Transamerica Occidental Life
Insurance Company, a management investment company funding variable
annuities, through a reorganization on November 1, 1996. Accordingly, the
performance data for the Transamerica VIF Growth Portfolio includes
performance of its predecessor.
3. On September 16, 1994, an investment company which had commenced operations
on August 1, 1988, called Quest for Value Accumulation Trust (the "Old
Trust") was effectively divided into two investment funds - The Old Trust
and the present OCC Accumulation Trust (the "Present Trust") at the time of
the transaction there was $682,601,380 in the Old Trust and $51,345,102 in
the Present Trust. For the period prior to September 16, 1994, the
performance figures for the Managed Portfolio of the Present Trust reflect
the performance of the Managed Portfolio of the Old Trust.
Historical Performance Data Charts
1. Average Annual Total Returns - Assuming no optional Riders
2. Average Annual Total Returns - Assuming Guaranteed Minimum Death Benefit
(GMDB) Rider
3. Average Annual Total Returns - Assuming Guaranteed Minimum Death Benefit
and Guaranteed Minimum Income Benefit (GMIB) Riders
4. Cumulative Returns - Assuming no optional Riders
5. Cumulative Returns - Assuming Guaranteed Minimum Death Benefit Rider
6. Cumulative Returns - Assuming Guaranteed Minimum Death Benefit and
Guaranteed Minimum Income Benefit Riders
<PAGE>
<TABLE>
<CAPTION>
1. Average annual total returns for periods since inception of the portfolio,
including adjusted historical performance, for each sub-account are as follows.
These figures include mortality and expense risk charge of 1.25% per annum and
administrative expense charge of 0.15% per annum but do not reflect any fee
deduction for any optional Riders. These performance numbers assume an average
annual account value of over $50,000 and, therefore, no deduction has been made
to reflect the $30 account fee.
- ----------------------------- --------------- ---------------- --------------- ----------------- ---------------------
For the period from
SUB-ACCOUNT For the For the 3-year For the For the 10-year commencement of
(date of commencement of 1-year period period ending 5-year period period ending portfolio
operation of ending 12/31/98 ending 12/31/98 operations to
corresponding portfolio) 12/31/98 12/31/98 12/31/98
- ----------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alger American Income & 30.54% 27.44% 20.06% 14.00% 13.89%
Growth (11/15/88)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & 19.20% 22.81% 19.49% NA 14.37%
Income (1/14/91)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 45.91% 32.57% 26.06% NA 23.66%
(6/26/92)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital 28.30% 26.12% 21.82% NA 19.90%
Appreciation (4/5/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -4.79% 8.01% 11.30% NA 35.30%
(8/31/90) (1)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced 32.41% 22.23% 17.44% NA 17.81%
(9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 27.12% 24.89% 19.62% NA 22.27%
Worldwide Growth (9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth 32.37% 22.42% NA NA 24.73%
(7/24/95)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income 20.62% 23.72% NA NA 24.16%
(10/9/95)
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research 21.58% 20.28% NA NA 20.76%
(7/26/95)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets -25.40% NA NA NA -13.47%
Equity (10/1/96)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income 6.39% NA NA NA 7.40%
(1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97) 3.34% NA NA NA 7.56%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF International 7.44% NA NA NA 6.64%
Magnum (1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust 5.63% 15.52% 17.49% 17.68% 17.32%
Managed (8/1/88) (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust -10.30% 8.16% 7.01% 11.63% 11.27%
Small Cap (8/1/88) (1)
- ----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth 28.29% NA NA NA 28.29%
& Income (1/2/98)
Transamerica VIF Growth 41.28% 37.00% 32.80% 24.70% N/A
(2/26/69) (2)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money NA NA NA NA 3.49%
Market (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
2. Average annual total returns for periods since inception of the portfolio,
including adjusted historical performance for each sub-account are as follows.
These figures include mortality and expense risk charge of 1.25% per annum,
administrative expense charge of 0.15% per annum and the optional Guaranteed
Minimum Death Benefit Rider fee of 0.20% per annum. These performance numbers
assume an average annual account value of over $50,000 and, therefore, no
deduction has been made to reflect the $30 account fee.
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
For the period from
SUB-ACCOUNT For the For the 3-year For the For the 10-year commencement of
(date of commencement of 1-year period period ending 5-year period period ending portfolio
operation of ending 12/31/98 ending 12/31/98 operations to
corresponding portfolio) 12/31/98 12/31/98 12/31/98
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income & 30.34% 27.24% 19.86% 13.80% 13.69%
Growth (11/15/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & 19.00% 22.61% 19.29% NA 14.17%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier 45.71% 32.37% 25.86% NA 23.46%
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital 28.10% 25.92% 21.62% NA 19.70%
Appreciation (4/5/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -4.99% 7.81% 11.10% NA 35.10%
(8/31/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 32.21% 22.03% 17.24% NA 17.61%
Balanced (9/13/93)
- -----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 26.92% 24.69% 19.42% NA 22.07%
Worldwide Growth (9/13/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth 32.17% 22.22% NA NA 24.53%
(7/24/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income 20.42% 23.52% NA NA 23.96%
(10/9/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research 21.38% 20.08% NA NA 20.56%
(7/26/95)
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets -25.60% NA NA NA -13.67%
Equity (10/1/96)
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income 6.19% NA NA NA 7.20%
(1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97) 3.14% NA NA NA 7.36%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF International 7.24% NA NA NA 6.44%
Magnum (1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust 5.43% 15.32% 17.29% 17.48% 17.12%
Managed (8/1/88) (3)
OCC Accumulation Trust -10.50% 7.96% 6.81% 11.43% 11.07%
Small Cap (8/1/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS Growth 28.09% NA NA NA 28.09%
and Income (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 41.08% 36.80% 32.60% 24.50% NA
(2/26/69) (2)
- ---------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Transamerica VIF Money NA NA NA NA 3.29%
Market (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------
3. Average annual total returns for periods since inception of the portfolio,
including adjusted historical performance for each sub-account are as follows.
These figures include mortality and expense risk charge of 1.25% per annum,
administrative expense charge of 0.15% per annum and the optional Guaranteed
Minimum Death Benefit (GMDB) and Guaranteed Minimum Insurance Benefit (GMIB) and
Rider fees of 0.40% per annum. These performance numbers assume an average
annual account value of over $50,000 and, therefore, no deduction has been made
to reflect the $30 account fee.
- ----------------------------- ---------------- --------------- ---------------- ---------------- ---------------------
For the period from
SUB-ACCOUNT For the 1-year For the For the 5-year For the commencement of
(date of commencement of period ending 3-year period period ending 10-year period portfolio
operation of 12/31/98 ending 12/31/98 ending 12/31/98 operations to
corresponding portfolio) 12/31/98 12/31/98
- ----------------------------- ---------------- --------------- ---------------- ---------------- ---------------------
- ----------------------------------------------------------------------------------------------------------------------
Alger American Income & 30.14% 27.04% 19.66% 13.60% 13.49%
Growth (11/15/88)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & 18.80% 22.41% 19.09% NA 13.97%
Income (1/14/91)
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 45.51% 32.17% 25.66% NA 23.26%
(6/26/92)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital 27.90% 25.72% 21.42% NA 19.50%
Appreciation (4/5/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -5.19% 7.61% 10.90% NA 34.90%
(8/31/90)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced 32.01% 21.83% 17.04% NA 17.41%
(9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 26.72% 24.49% 19.22% NA 21.87%
Worldwide Growth (9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth 31.97% 22.02% NA NA 24.33%
(7/24/95)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income 20.22% 23.32% NA NA 23.76%
(10/9/95)
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets -25.80% NA NA NA -13.87%
Equity (10/1/96)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income 5.99% NA NA NA 7.00%
(1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97) 2.94% NA NA NA 7.16%
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research 21.18% 19.88% NA NA 20.36%
(7/29/95)
MSDW UF International 7.04% NA NA NA 6.24%
Magnum (1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth 27.89% NA NA NA 27.89%
& Income (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust 5.23% 15.12% 17.09% 17.28% 16.92%
Managed (8/1/88) (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust -10.70% 7.76% 6.61% 11.23% 10.87%
Small Cap (8/1/88) (1)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 40.88% 36.60% 32.40% 24.30% NA
(2/26/69) (2)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money NA NA NA NA 3.09%
Market (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
4. Adjusted historical cumulative total returns for periods since inception of
the portfolio for each sub-account are as follows. These figures include
mortality and expense risk charge of 1.25% per annum, and administrative
expenses charge of 0.15% per annum but, do not reflect any fee deduction for any
optional Rider. These performance numbers assume an average annual account value
of over $50,000 and, therefore, no deduction has been made to reflect the $30
account fee.
- ----------------------------- ----------------- --------------- --------------- ----------------- ---------------------
For the period from
SUB-ACCOUNT For the For the For the 10-year commencement of
(date of commencement of For the 1-year 3-year period 5-year period period ending portfolio
operation of corresponding period ending ending ending 12/31/98 operations to
portfolio) 12/31/98 12/31/98 12/31/98 12/31/98
- ----------------------------- ----------------- --------------- --------------- ----------------- ---------------------
- -----------------------------------------------------------------------------------------------------------------------
Alger American Income & 30.54% 106.99% 149.42% 270.69% 273.53%
Growth (11/15/88)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & 19.20% 85.21% 143.58% NA 191.49%
Income (1/14/91)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 45.91% 132.98% 218.37% NA 299.47%
(6/26/92)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital 28.30% 100.61% 168.33% NA 183.68%
Appreciation (4/5/93)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -4.79% 25.99% 70.76% NA 1145.49%
(8/31/90)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced 32.41% 82.61% 123.41% NA 138.49%
(9/13/93)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 27.12% 94.80% 144.91% NA 190.46%
Worldwide Growth (9/13/93)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth 32.37% 83.46% NA NA 114.02%
(7/24/95)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income 20.62% 89.40% NA NA 101.32%
(10/9/95)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MFS VIT Research 21.58% 74.00% NA NA 91.29%
(7/26/95)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets -25.40% NA NA NA -27.81%
Equity (10/1/96)
MSDW UF Fixed Income 6.39% NA NA NA 15.33%
(1/2/97)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97) 3.34% NA NA NA 15.68%
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MSDW UF International 7.44% NA NA NA 13.69%
Magnum (1/2/97)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust 5.63% 54.17% 123.87% 409.55% 428.84%
Managed (8/1/88) (3)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust -10.30% 26.55% 40.35% 200.41% 204.31%
Small Cap (8/1/88) (1)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth 28.29% NA NA NA 28.29%
& Income (1/2/98)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 41.28% 157.15% 313.02% 809.00% N/A
(2/26/69) (2)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money NA NA NA NA 3.49%
Market (1/2/98)
- -----------------------------------------------------------------------------------------------------------------------
5. Adjusted historical cumulative total returns for periods since inception of
the portfolio for each sub-account are as follows. These figures include
mortality and expense risk charge of 1.25% per annum, administrative expense
charge of 0.15% per annum and the optional GMDB Rider fee of 0.20% per annum.
These performance numbers assume an average annual account value of over $50,000
and, therefore, no deduction has been made to reflect the $30 account fee.
- ----------------------------- --------------- ---------------- ---------------- ---------------- ---------------------
For the period from
SUB-ACCOUNT For the commencement of
(date of commencement of For the For the 3-year For the 5-year 10-year period portfolio
operation of corresponding 1-year period period ending period ending ending 12/31/98 operations to
portfolio) ending 12/31/98 12/31/98 12/31/98
12/31/98
- ----------------------------- --------------- ---------------- ---------------- ---------------- ---------------------
- ----------------------------------------------------------------------------------------------------------------------
Alger American Income & 30.34% 106.02% 147.35% 264.23% 266.94%
Growth (11/15/88)
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & 19.00% 84.30% 141.55% NA 187.45%
Income (1/14/91)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 45.71% 131.92% 215.86% NA 295.28%
(6/26/92)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital 28.10% 99.65% 166.13% NA 180.97%
Appreciation (4/5/93)
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -4.99% 25.29% 69.23% NA 1130.21%
(8/31/90)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced 32.21% 81.71% 121.52% NA 136.35%
(9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 26.92% 93.86% 142.87% NA 187.95%
Worldwide Growth (9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth 32.17% 82.56% NA NA 112.84%
(7/24/95)
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income 20.42% 88.48% NA NA 100.27%
(10/9/95)
MFS VIT Research 21.38% 73.13% NA NA 90.20%
(7/26/95)
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets -25.60% NA NA NA -28.19%
Equity (10/1/96)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income 6.19% NA NA NA 14.90%
(1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/8/97) 3.14% NA NA NA 15.25%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF International 7.24% NA NA NA 13.27%
Magnum (1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust 5.43% 53.37% 121.97% 400.96% 419.52%
Managed (8/1/88) (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust -10.50% 25.85% 39.04% 195.07% 198.66%
Small Cap (8/1/88) (1)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth 28.09% NA NA NA 28.09%
& Income (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 41.08% 156.03% 309.92% 794.52% N/A
(2/26/69) (2)
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money NA NA NA NA 3.29%
Market (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
6. Adjusted historical cumulative total returns for periods since inception of
the portfolio for each sub-account are as follows. These figures include
mortality and expense risk charge of 1.25% per annum, administrative expenses
charge of 0.15% per annum and the optional GMDB and GMIB Riders fee of 0.40% per
annum. These performance numbers assume an average annual account value of over
$50,000 and, therefore, no deduction has been made to reflect the $30 account
fee.
- ----------------------------- --------------- ---------------- ---------------- --------------- ---------------------
For the period from
SUB-ACCOUNT For the commencement of
(date of commencement of For the For the 3-year For the 5-year 10-year portfolio
operation of corresponding 1-year period period ending period ending period ending operations to
portfolio) ending 12/31/98 12/31/98 12/31/98 12/31/98
12/31/98
- ----------------------------- --------------- ---------------- ---------------- --------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income & 30.14% 105.05% 145.29% 257.88% 260.45%
Growth (11/15/88)
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & 18.80% 83.40% 139.53% NA 183.46%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth 45.51% 130.87% 213.35% NA 291.12%
(6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital 27.90% 98.70% 163.95% NA 178.28%
Appreciation (4/5/93)
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap -5.19% 24.59% 67.71% NA 1115.10%
(8/31/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced 32.01% 80.82% 119.63% NA 134.22%
(9/13/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series 26.72% 92.93% 140.84% NA 185.46%
Worldwide Growth (9/13/93)
MFS VIT Emerging Growth 31.97% 81.66% NA NA 111.66%
(7/24/95)
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income 20.22% 87.56% NA NA 99.23%
(10/9/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research 21.18% 72.27% NA NA 89.12%
(7/26/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets -25.80% NA NA NA -28.56%
Equity (10/1/96)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income 5.99% NA NA NA 14.47%
(1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/8/97) 2.94% NA NA NA 14.82%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF International 7.04% NA NA NA 12.84%
Magnum (1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust 5.23% 52.57% 120.09% 392.49% 410.34%
Managed (8/1/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust -10.70% 25.15% 37.74% 189.81% 193.10%
Small Cap (8/1/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth 27.89% NA NA NA 27.89%
& Income (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth 40.88% 154.91% 306.83% 780.24% N/A
(2/26/69) (2)
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money NA NA NA NA 3.09%
Market (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
DISTRIBUTION OF THE CONTRACT
Transamerica Securities Sales Corporation ("TSSC") is principal underwriter
of the contracts under a Distribution Agreement with Transamerica. TSSC may also
serve as principal underwriter and distributor of other contracts issued through
the variable account and certain other separate accounts of Transamerica and any
affiliated of Transamerica. TSSC is an indirect wholly-owned subsidiary of
Transamerica Corporation, a subsidiary of AEGON N.V. TSSC is registered with the
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). Transamerica pays TSSC for acting as the
principal underwriter under a distribution agreement.
TSSC has entered into sales agreements with other broker-dealers to solicit
applications for the contracts through registered representatives who are
licensed to sell securities and variable insurance products. These agreements
provide that applications for the contracts may be solicited by registered
representatives of the broker-dealers appointed by Transamerica to sell its
variable life insurance and variable annuities. These broker-dealers are
registered with the Commission and are members of the NASD. The registered
representatives are authorized under applicable state regulations to sell
variable life insurance and variable annuities.
Under the agreements, applications for contracts will be sold by
broker-dealers which will receive compensation as described in the Prospectus.
The offering of the contracts is expected to be continuous and TSSC does
not anticipate discontinuing the offering of the contracts. However, TSSC
reserves the right to discontinue the offering of the contracts.
During fiscal year 1998, $3,847,836 in commissions were paid to TSSC as
underwriter of Separate Accounts VA-6, VA-6NY and VA-7; no amounts were retained
by TSSC. Under the Sales Agreement, TSSC will pay broker-dealers compensation
based on a percentage of each purchase payment plus compensation based on a
percentage of account value. Both percentages may be up to 1.00% and in certain
situations additional amounts for marketing allowances, production bonuses,
service fees, sales awards and meetings, and asset based trailer commission may
be paid.
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS
Title to assets of the variable account is held by Transamerica. The assets
of the variable account are kept separate and apart from Transamerica general
account assets. Records are maintained of all purchases and redemptions of
portfolio shares held by each of the sub-accounts.
STATE REGULATION
We are subject to the insurance laws and regulations of all the states
where we are licensed to operate. The availability of certain contract rights
and provisions depends on state approval and/or filing and review processes.
Where required by state law or regulation, the contract will be modified
accordingly.
RECORDS AND REPORTS
All records and accounts relating to the variable account will be
maintained by us or by our Service Center. As presently required by the
provisions of the 1940 Act and regulations promulgated thereunder which pertain
to the variable account, reports containing such information as may be required
under the 1940 Act or by other applicable law or regulation will be sent to
owners semi-annually at their last known address of record.
FINANCIAL STATEMENTS
This Statement of Additional Information contains the financial statements
of the variable account as of and for the period ended December 31, 1998.
The financial statements for Transamerica included in this statement of
additional information should be considered only as bearing on the ability of
Transamerica to meet its obligations under the contracts. They should not be
considered as bearing on the investment performance of the assets in the
variable account.
<PAGE>
APPENDIX
Accumulation Transfer Formula
Transfers after the annuity date are implemented according to the
following formulas:
(1) Determine the number of units to be transferred from the variable
sub-account as follows: = AT/AUV1
(2) Determine the number of variable accumulation units remaining in
such variable sub-account (after the transfer):
= UNIT1 AT/AUV1
(3) Determine the number of variable accumulation units in the
transferee variable sub-account (after the transfer):
= UNIT2 + AT/AUV2
(4) Subsequent variable accumulation payments will reflect the changes
in variable accumulation units in each variable sub-account as of the
next variable accumulation payment's due date.
Where:
(AUV1) is the variable accumulation unit value of the variable
sub-account that the transfer is being made from as of the end of the
valuation period in which the transfer request was received.
(AUV2) is the variable accumulation unit value of the variable
sub-account that the transfer is being made to as of the end of the
valuation period in which the transfer request was received.
(UNIT1) is the number of variable accumulation units in the variable
sub-account that the transfer is being made from, before the transfer.
(UNIT2) is the number of variable accumulation units in the variable
sub-account that the transfer is being made to, before the transfer.
(AT) is the dollar amount being transferred from the variable
sub-account.
<PAGE>
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
All required financial statements are included in Parts A and B of
this Registration Statement.
(b) Exhibits:
(1) Resolutions of Board of Directors of Transamerica Life Insurance and
Annuity Company (the "Company") authorizing the creation of Separate Account
VA-7 (the "Separate Account"). 1/
(2) Not Applicable.
(3) Form of Underwriting Agreement between the Company, the Separate
Account and
Transamerica Securities Sales Corporation. 1/
(4) Forms of Flexible Premium Deferred Variable Annuity Contracts. A)
Form of Flexible Premium Deferred Variable Annuity Contract for
Transamerica Bounty Variable Annuity. Guaranteed Minimum Death
Benefit Rider and Guaranteed Minimum Income Rider. 1/ 4/
(5) Form of Application for Flexible Premium Variable Annuity. 1/ 4/
(6) (a) Articles of Incorporation of Transamerica Life Insurance and
Annuity Company. 1/
(b) By-Laws of Transamerica Life Insurance and Annuity Company. 1/
(7) Not Applicable.
(8) Form of Participation Agreements.
(a) re The Alger American Fund 1
(b) re Alliance Variable Products Series Fund, Inc. 1 (c) re
Dreyfus Variable Investment Fund 1 (d) re Janus Aspen Series
1 (e) re MFS Variable Insurance Trust 1 (f) re Morgan Stanley
Universal Funds, Inc. 1 (g) re OCC Accumulation Trust 1 (h)
re Transamerica Variable Insurance Fund, Inc. 1 (i) re PIMCO
Variable Insurance Trust 4/
(9) Opinion and Consent of Counsel. 1/
(10) (a) Consent of Counsel.
(b) Consent of Independent Auditors. 1/
(11) No financial statements are omitted from Item 23.
(12) Not Applicable.
(13) Performance Data Calculations.
(14) Not Applicable.
(15) Powers of Attorney. 1
- ----------------------------
1/ Filed herewith.
2/ Incorporated by reference to the like-numbered exhibit to Pre-Effective
Amendment No. 1 to the Form N-4 Registration Statement, File No. 33-55152
(September 3, 1998).
3/ Incorporated by reference to the like-numbered exhibit to Post-Effective
Amendment No. 1 to the Form N-4 Registration Statement, File No. 33-55152 (April
28, 1999)
4/ Filed herewith.
Items 25. Directors and Officers of the Depositor.
The names of Directors and Executive Officers of the Company, their
positions and offices with the Company, and their other affiliations are as
follows. The address of Directors and Executive Officers is 1150 South Olive
Street, Los Angeles, California 90015-2211, unless indicated by asterisk.
List of Directors of Transamerica Life Insurance and Annuity Company
Frank Beardsley Richard N. Latzer
Thomas J. Cusack Karen MacDonald
James W. Dederer Gary U. Rolle'
Paul E. Rutledge III
George A. Foegele T. Desmond Sugrue
David E. Gooding Edgar H. Grubb
Nooruddin Veerjee
Frank C. Herringer Robert A. Watson
<PAGE>
<TABLE>
<CAPTION>
List of Officers for Transamerica Life Insurance and Annuity Company
<S> <C>
Thomas J. Cusack Chairman
Frank Beardsley President - Asset Management
Paul E. Rutledge III President - Reinsurance Division
Nooruddin S. Veerjee FSA President
James W. Dederer CLU General Counsel and Secretary
Nicki Bair FSA Senior Vice President
Roy Chong-Kit Senior Vice President and Chief Actuary
Karen MacDonald Senior Vice President and Corporate Actuary
Thomas O'Neill Senior Vice President
Larry H. Roy Senior Vice President
Ron F. Wagley, CLU Senior Vice President
William R. Wellnitz FSA Senior Vice President and Actuary
Virgina M. Wilson Senior Vice President and Controller
Richard N. Latzer Chief Investment Officer
Gary U. Rolle' CFA Chief Investment Officer
Stephen J. Ahearn Investment Officer
John M. Casparian Investment Officer
Heather E. Creeden Investment Officer
Colin Funai Investment Officer
William L. Griffin Investment Officer
Heidi Y. Hu Investment Officer
Matthew W. Kuhns Investment Officer
Michael G. Luongo Investment Officer
Dennis J. McNamara Investment Officer
Matthew A. Palmer Investment Officer
Thomas C. Pokorski Investment Officer
Susan A. Silbert Investment Officer
Jeffrey S. Van Harte Investment Officer
Paul Wintermute Investment Officer
Lawrence M. Agin FSA Vice President & Associate Actuary
Clifford Angstman Vice President and Chief Actuary
Michael Barnhart RegionalVice President
Nancy Blozis Vice President and Controller
Jim Bowman Vice President
Rose Ann Bremser Vice President
Sandy Brown Vice President
Wonjoon Cho Vice President
Matt Coben Vice President
Ken Cochrane Vice President
Catherine Collinson Vice President
Glen Cunningham Vice President
Roberto Demarco Vice President
John Dohmen Vice President
J. Peter Donlon Vice President
Steven Fenic Vice President
Jerry Gable Vice President
Diana Geraci Vice President
Paul Hankowitz MD Vice President & Chief Medical Director
Meheriar Hasan Vice President
Tom Hauptli Vice President
Joy Heckendorf Vice President
Paul Henry Vice President
Suzette Hoyt Vice President and Assistant Secretary
Zahid Hussain Vice President and Associate Actuary
Ahmad Kamil Vice President & Associate Actuary
Michael Kappos Vice President
Patrick Kelleher Vice President and Reinsurance Financial Officer
Ken Kilbane Vice President
Carl Macero Vice President and Chief Reinsurance Underwriter
Susan Mack Vice President and Associate General Counsel
Maureen McCarthy Vice President
Philip McHale Vice President and Chief Underwriter
Vic Modugno Vice President & Associate Actuary
Paul L. Norris FSA Vice President & Actuary
Donald P. Radisich Vice President
William N. Scott FLMI Vice President
Christina Stiver Vice President
Karen Stout Vice President
James O. Strand Vice President
Alice Su Vice President
Bill Tate Vice President
Barry Tobin Vice President
Emily Urbano Vice President
Colleen Vandermark Vice President
Richard L. Weinstein FSA Vice President & Associate Actuary
James Wilson Vice President
Timothy Weis Vice President
Ronald Wolfe Regional Vice President
Sally S. Yamada CPA, FLMI Vice President & Treasurer
Sandra Bailey-Whichard Second Vice President
Daniel J. Bohmfalk Second Vice President and Associate Actuary
Barry Buner Second Vice President
Reid A. Evers Second Vice President & Assistant General Counsel
David Fairhall FSA Second Vice President Toni Forge Second Vice President
Selma Fox Second Vice President
Thomas Freitas Second Vice President
Linda Goodwin M.D. Second Vice President and Reinsurance Medical Director
Andrew G. Kanelos Second Vice President
Catherine A. Lenton Second Vice President
Liwen Lien Second Vice President
Danny Mahoney Second Vice President
Clay Moye Second Vice President
Daniel A. Norwick Second Vice President
John O'Bryan Second Vice President, Corporate Tax
Paul W. Reisz Second Vice President
Beverly Rockecharlie Second Vice President
Stacy Schultz Second Vice President
Frank Snyder Second Vice President
Boning Tong Second Vice President and Associate Actuary
Joan Ward Second Vice President
Kamran Haghighi Tax Officer
Kim A. Tursky Assistant Secretary
Susan Vivino Assistant Secretary
James Wolfenden Statement Officer
</TABLE>
<PAGE>
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
Registrant is a separate account of Transamerica Life Insurance and Annuity
Company, is controlled by the Contract Owners, and is not controlled by or under
common control with any other person. The Depositor, Transamerica Life Insurance
and Annuity Company, is wholly owned by Transamerica Occidental Life Insurance
Company, which is wholly owned by Transamerica Insurance Corporation of
California (Transamerica-California). Transamerica-California may be deemed to
be controlled by its parent, Transamerica Corporation.
The following chart indicates the persons controlled by or under common
control with Transamerica.
TRANSAMERICA CORPORATION AND SUBSIDIARIES
WITH STATE OR COUNTRY OF INCORPORATION
Transamerica Corporation - DE
ARC Reinsurance Corporation - HI
Transamerica Management, Inc. - DE
Criterion Investment Management Company - TX
Inter-America Corporation - CA
Mortgage Corporation of America - CA
Pyramid Insurance Company, Ltd. - HI
Pacific Cable Ltd. - Bmda.
TC Cable, Inc. - DE
RTI Holdings, Inc. - DE
Transamerica Airlines, Inc. - DE
Transamerica Business Technologies Corporation - DE
Transamerica CBO I, Inc. - DE
Transamerica Corporation (Oregon) - OR
Transamerica Delaware, L.P. - DE
Transamerica Finance Corporation - DE
TA Leasing Holding Co., Inc. - DE
Trans Ocean Ltd. - DE
Trans Ocean Container Corp. - DE
SpaceWise Inc. - DE
TOD Liquidating Corp. - CA
TOL S.R.L. - Itl.
Trans Ocean Container Finance Corp. - DE
Trans Ocean Leasing Deutschland GmbH - Ger.
Trans Ocean Leasing PTY Limited - Aust.
Trans Ocean Management Corporation - CA
Trans Ocean Management S.A. - SWTZ
Trans Ocean Regional Corporate Holdings - CA
Trans Ocean Tank Services Corporation - DE
Transamerica Leasing Inc. - DE
Better Asset Management Company LLC - DE
Transamerica Leasing Holdings Inc. - DE
Greybox Logistics Services Inc. - DE
Greybox L.L.C. - DE
Transamerica Trailer Leasing S.N.C. - Fra.
Greybox Services Limited - U.K.
Intermodal Equipment, Inc. - DE
Transamerica Leasing N.V. - Belg.
Transamerica Leasing SRL - Itl.
Transamerica Distribution Services Inc. - DE
Transamerica Leasing Coordination Center - Belg.
Transamerica Leasing do Brasil Ltda. - Braz.
Transamerica Leasing GmbH - Ger.
Transamerica Leasing Limited - U.K.
ICS Terminals (UK) Limited - U.K.
Transamerica Leasing Pty. Ltd. - Aust.
Transamerica Leasing (Canada) Inc. - Can.
Transamerica Leasing (HK) Ltd. - H.K.
Transamerica Leasing (Proprietary) Limited - S.Afr.
Transamerica Tank Container Leasing Pty. Limited - Aust.
Transamerica Trailer Holdings I Inc. - DE
Transamerica Trailer Holdings II Inc. - DE
Transamerica Trailer Holdings III Inc. - DE
Transamerica Trailer Leasing AB - Swed.
Transamerica Trailer Leasing AG - SWTZ
Transamerica Trailer Leasing A/S - Denmk.
Transamerica Trailer Leasing GmbH - Ger.
Transamerica Trailer Leasing (Belgium) N.V. - Belg.
Transamerica Trailer Leasing (Netherlands) B.V. - Neth.
Transamerica Trailer Spain S.A. - Spn.
Transamerica Transport Inc. - NJ
Transamerica Commercial Finance Corporation, I - DE
BWAC Credit Corporation - DE
BWAC International Corporation - DE
BWAC Twelve, Inc. - DE
TIFCO Lending Corporation - IL
Transamerica Insurance Finance Corporation - MD
Transamerica Insurance Finance Company (Europe) - MD
Transamerica Insurance Finance Corporation, California - CA
Transamerica Insurance Finance Corporation, Canada - ON
Transamerica Business Credit Corporation - DE
Direct Capital Equity Investment, Inc. - DE
TA Air East, Corp. -
TA Air III, Corp. - DE
TA Air II, Corp. - DE
TA Air IV, Corp. - DE
TA Air I, Corp. - DE
TBC III, Inc. - DE
TBC II, Inc. - DE
TBC IV, Inc. -
TBC I, Inc. - DE
TBC Tax III, Inc. -
TBC Tax II, Inc. -
TBC Tax IV, Inc. -
TBC Tax IX, Inc. -
TBC Tax I, Inc. -
TBC Tax VIII, Inc. -
TBC Tax VII, Inc. -
TBC Tax VI, Inc. -
TBC Tax V, Inc. -
TBC Tax XII, Inc. -
TBC Tax XI, Inc. -
TBC V, Inc. -
The Plain Company - DE
Transamerica Distribution Finance Corporation - DE
Transamerica Accounts Holding Corporation - DE
Transamerica Commercial Finance Corporation - DE
Inventory Funding Trust - DE
Inventory Funding Company, LLC - DE
TCF Asset Management Corporation - CO
Transamerica Joint Ventures, Inc. - DE
Transamerica Inventory Finance Corporation - DE
BWAC Seventeen, Inc. - DE
Transamerica Commercial Finance Canada, Limited - ON
Transamerica Commercial Finance Corporation, Canada - Can.
BWAC Twenty-One, Inc. - DE
Transamerica Commercial Finance Limited - U.K.
WFC Polska Sp. Zo.o -
Transamerica Commercial Holdings Limited - U.K.
Transamerica Commercial Holdings, Inc. -
Transamerica Trailer Leasing Limited - NY
Transamerica Commercial Finance France S.A. - Fra.
Transamerica GmbH Inc. - DE
Transamerica Retail Financial Services Corporation - DE
Transamerica Consumer Finance Holding Company - DE
Metropolitan Mortgage Company - FL
Easy Yes Mortgage, Inc. - FL
Easy Yes Mortgage, Inc. - GA
First Florida Appraisal Services, Inc. - FL
First Georgia Appraisal Services, Inc. - GA
Freedom Tax Services, Inc. - FL
J.J. & W. Advertising, Inc. - FL
J.J. & W. Realty Corporation - FL
Liberty Mortgage Company of Ft. Myers, Inc. - FL
Metropolis Mortgage Company - FL
Perfect Mortgage Company - FL
Whirlpool Financial National Bank - DE
Transamerica Vendor Financial Services - DE
Transamerica Distribution Finance Corporation de Mexico -
Transamerica Corporate Services de Mexico -
Transamerica Federal Savings Bank -
Transamerica HomeFirst, Inc. - CA
Transamerica Home Loan - CA
Transamerica Lending Company - DE
Transamerica Financial Products, Inc. - CA
Transamerica Foundation - CA
Transamerica Insurance Corporation of California - CA
Arbor Life Insurance Company - AZ
Plaza Insurance Sales, Inc. - CA
Transamerica Advisors, Inc. - CA
Transamerica Annuity Service Corporation - NM
Transamerica Financial Resources, Inc. - DE
Financial Resources Insurance Agency of Texas - TX
TBK Insurance Agency of Ohio, Inc. - OH
Transamerica Financial Resources Insurance Agency of Alabama Inc.
- AL
Transamerica Financial Resources Insurance Agency of Massachusetts
Inc. - MA
Transamerica International Insurance Services, Inc. - DE
Home Loans and Finance Ltd. - U.K.
Transamerica Occidental Life Insurance Company - CA
NEF Investment Company - CA
Transamerica China Investments Holdings Limited - H.K.
Transamerica Life Insurance and Annuity Company - NC
Transamerica Assurance Company - CO
Transamerica Life Insurance Company of Canada - Can.
Transamerica Life Insurance Company of New York - NY
Transamerica South Park Resources, Inc. - DE
Transamerica Variable Insurance Fund, Inc. - MD
USA Administration Services, Inc. - KS
Transamerica Products, Inc. - CA
Transamerica Leasing Ventures, Inc. - CA
Transamerica Products II, Inc. - CA
Transamerica Products IV, Inc. - CA
Transamerica Products I, Inc. - CA
Transamerica Securities Sales Corporation - MD
Transamerica Service Company - DE
Transamerica Intellitech, Inc. - DE
Transamerica International Holdings, Inc. - DE
Transamerica Investment Services, Inc. - DE
Transamerica Income Shares, Inc. (managed by TA Investment Services)
- - MD
Transamerica LP Holdings Corp. - DE
Transamerica Real Estate Tax Service (A Division of Transamerica
Corporation) - N/A
Transamerica Flood Hazard Certification (A Division of TA Real Estate
Tax Service) - N/A
Transamerica Realty Services, Inc. - DE
Bankers Mortgage Company of California - CA
Pyramid Investment Corporation - DE
The Gilwell Company - CA
Transamerica Affordable Housing, Inc. - CA
Transamerica Minerals Company - CA
Transamerica Oakmont Corporation - CA
Ventana Inn, Inc. - CA
Transamerica Senior Properties, Inc. - DE
Transamerica Senior Living, Inc. - DE
*Designates INACTIVE COMPANIES
A Division of Transamerica Corporation
Limited Partner; Transamerica Corporation is General Partner
Item 27. Number of Contract Owners (as of June 30, 1999)
Bounty Non-Qualified: 56 Qualified: 18
Item 28. Indemnification
Transamerica Life Insurance and Annuity Company's Articles of Incorporation
provide in Article VIII as follows:
To the full extent from time to time permitted by law, no person who is
serving or who has served as a director of the Corporation shall be personally
liable in any action for monetary damages for breach of his or her duty as a
director, whether such action is brought by or in the right of the corporation
or otherwise. Neither the amendment or repeal of this Article nor inconsistent
with this Article, shall eliminate or reduce the protection afforded by this
Article to a director of the Corporation with respect to any matter which
occurred, or any cause of action, suit or claim which but for this Article would
have accrued or arising prior to such amendment, repeal or adoption.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling person of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liability (other than the payment by the registrant of expenses incurred or paid
by the director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
The directors and officers of Transamerica Life Insurance and Annuity
Company are covered under a Directors and Officers liability program which
includes direct coverage to directors and officers (Coverage A) and corporate
reimbursement (Coverage B) to reimburse the Company for indemnification of its
directors and officers. Such directors and officers are indemnified for loss
arising from any covered claim by reason of any Wrongful Act in their capacities
as directors or officers. In general, the term "loss" means any amount which the
insureds are legally obligated to pay for a claim for Wrongful Acts. In general,
the term "Wrongful Acts" means any breach of duty, neglect, error, misstatement,
misleading statement or omission caused, committed or attempted by a director or
officer while acting individually or collectively in their capacity as such,
claimed against them solely by reason of their being directors and officers. The
limit of liability under the program is $95,000,000 for Coverage A and
$80,000,000 for Coverage B for the period 11/15/98 to 11/15/2000. Coverage B is
subject to a self insured retention of $15,000,000. The primary policy under the
program is with CNA Lloyds, Gulf, Chubb and Travelers.
Item 29. Principal Underwriter
(a) Transamerica Securities Sales Corporation, the principal underwriter,
is also the underwriter for: Transamerica Investors, Inc.; Transamerica Variable
Insurance Fund, Inc.; Transamerica Occidental Life Insurance Company's Separate
Accounts: VA-2; VA-2L; VA-5; VL; VUL-1 and VUL-2; Transamerica Life Insurance
and Annuity Company's Separate Accounts VA-1, VA-6 and VA-7; Transamerica Life
Insurance Company of New York Separate Accounts VA-2LNY, VA-5NLNY and VA-6NY.
The Underwriter is wholly-owned by Transamerica Insurance Corporation of
California.
(b) The following table furnishes information with respect to each director
and officer of the principal Underwriter currently distributing securities of
the registrant:
Nooruddin Veerjee Chairman and Director
Nicki Bair President and Director
Sandy Brown Senior Vice President, Treasurer and Director
Roy Chong-Kit Director
George Chuang Vice President and Chief Financial Officer
Chris Shaw Vice President and Chief Compliance Officer
Jay Gould Vice President
Milan Konkol Compliance Officer
Regina Fink Secretary
(c) The following table lists the amounts of commissions paid to the
co-underwriter during the last fiscal year.
<TABLE>
<CAPTION>
Name of
Principal Net Underwriting Compensation on Brokerage
Underwriter Discounts & Commission Redemption Commissions Compensation
<S> <C> <C> <C> <C>
TSSC 0 0 0 0
</TABLE>
Item 30. Location of Accounts and Records
Physical possession of each account, book, or other document required to be
maintained is kept at the Company's offices at 401 North Tryon Street,
Charlotte, North Carolina 28202.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The registrant undertakes that it will 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 as long as purchase payments under the contracts offered
herein are being accepted.
(b) 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
post card 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) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.
(d) Transamerica hereby represents that the fees and the charges deducted
under the Contracts, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the
risks assumed by Transamerica.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Transamerica Life
Insurance and Annuity Company certifies that this Post-Effective Amendment No. 2
to the Registration Statement meets all of the requirements for effectiveness
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned in the City of Los Angeles, State of California
on this 2nd day of September, 1999.
SEPARATE ACCOUNT VA-7 OF
TRANSAMERICA LIFE INSURANCE
AND ANNUITY COMPANY
(REGISTRANT)
TRANSAMERICA LIFE INSURANCE
AND ANNUITY COMPANY
(DEPOSITOR)
----------------------------------
David M. Goldstein Vice President
As required by the Securities Act of 1933, this Registration Statement has been
signed below on September 2, , 1999 by the following persons or by their duly
appointed attorney-in-fact in the capacities specified:
<TABLE>
<CAPTION>
Signatures Titles Date
<S> <C> <C>
______________________* Director and President September 2, 1999
Nooruddin S. Veerjee
______________________* Director September 2, 1999
Frank Beardsley
______________________* Acting Chief Financial Officer September 2, 1999
Karen O. MacDonald and Director
______________________* Director and Chairman September 2, 1999
Thomas J. Cusack
______________________* Director September 2, 1999
James W. Dederer
______________________* Director September 2, 1999
George A. Foegele
______________________* Director September 2, 1999
David E. Gooding
______________________* Director September 2, 1999
Edgar H. Grubb
______________________* Director September 2, 1999
Frank C. Herringer
______________________* Director September 2, 1999
Richard N. Latzer
______________________* Director September 2, 1999
Gary U. Rolle'
______________________* Director September 2, 1999
Paul E. Rutledge III
______________________* Director September 2, 1999
T. Desmond Sugrue
______________________* Director September 2, 1999
Robert A. Watson
</TABLE>
_________________________ On September 2, as Attorney-in-Fact pursuant to
*By: David M. Goldstein powers of attorney filed herewith.
<PAGE>
Exhibit List
(4) Form of Variable Annuity Contract
(5) Form of Application
(8) Form of Participation Agreement
<PAGE>
Exhibit (4) Form of Variable Annuity Contract
<PAGE>
Transamerica Life Insurance and Annuity Company
Home Office: 401 N. Tryon Street
Charlotte, NC 28202
A Stock Company
ABOUT YOUR CERTIFICATE
<PAGE>
This certificate is a legal contract between you, the "owner," and Transamerica
Life Insurance and Annuity Company (referred to as "we," "us," and "our" in this
certificate). Please read it carefully.
This certifies that the owner of this certificate is participating under a group
annuity contract. As such, the owner will be entitled to certain benefits
provided under this certificate, subject to its provisions. This certificate
describes the owner's rights under the group annuity contract.
Right to Cancel The owner may cancel this certificate by returning it to: (a)
the agent or (b) Transamerica Life Insurance and Annuity Company, Annuity
Service Center, P.O. Box 31848, Charlotte, North Carolina 28231-1848, before
midnight of the tenth day after receipt of the certificate. The return of the
certificate will be effective as of the date the notice is received. We will
refund an amount equal to the sum of: (i) all purchase payments allocated to the
general account options less any withdrawals; and (ii) the variable accumulated
value of the certificate.
PAYMENTS AND VALUES PROVIDED UNDER THIS CERTIFICATE WHEN BASED ON THE INVESTMENT
PERFORMANCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT. REFER TO PAGE 7 FOR ADDITIONAL INFORMATION ON THE VARIABLE
ACCOUNT.
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
Nooruddin S. Veerjee James W. Dederer
PRESIDENT GENERAL COUNSEL AND SECRETARY
- ------------------------------------------------------------
Certificate of participation
- ------------------------------------------------------------
- ------------------------------------------------------------
issued in connection with
- ------------------------------------------------------------
Group flexible premium deferred annuity contract form no. TGP-717-198
Variable and fixed dollar settlement options
Separate Account Investments
Non-participating - No annual dividends
TCG-317-198 Page 1
<TABLE>
<CAPTION>
Information page
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Certificate Information Beneficiary Information
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<S> <C> <C> <C>
Certificate Number: Specimen Beneficiary: Judy Doe
Certificate Effective Date: July 1, 1997 Date of Birth: January 1, 1959
Income Tax Status: Non-Qualified Tax ID Number: 999-99-9999
Group Annuity Contract Number: 582331
Initial Purchase Payment: $20,000
Annuity Date: July 1, 2044
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Owner Information Annuitant Information
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Owner: John Doe Annuitant: John Doe
Date of Birth: January 1, 1959 Date of Birth: January 1, 1959
Tax ID Number: 999-99-9999 Tax ID Number: 999-99-9999
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Joint Owner Information Joint Annuitant Information
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Joint Owner: Jane Doe Joint Annuitant: Jane Doe
Date of Birth: January 1, 1959 Date of Birth: January 1, 1959
Tax ID Number: 999-99-9999 Tax ID Number: 999-99-9999
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Allocation of Initial Purchase Payment
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Variable Sub-accounts [MFS VIT Growth and Income 0%]
[Janus Aspen Series Worldwide Growth 50%] [Janus Aspen Series Balanced 0%]
[MSDW UF International Magnum 0%] [OCC Accumulation Trust Managed 0%]
[Dreyfus VIF Small Cap 0%] [MSDW UF High Yield 0%]
[OCC Accumulation Trust Small Cap 0%] [MSDW UF Fixed Income 0%]
[MFS VIT Emerging Growth 0%] [MSDW UF Emerging Markets Equity 0%]
[Alliance VPF Premier Growth 0%] [PIMCO VIT StocksPLUS Growth & Income 0%]
[Dreyfus VIF Capital Appreciation 0%] [Transamerica VIF Money Market Portfolio 50%]
[MFS VIT Research 0%] General Account Options
[Transamerica VIF Growth Fund 0%] [(2 yr. - 10 yr.) Guarantee Period 0%]
[Alger American Income and Growth 0%] [Initial Interest Rate]
[Alliance VPF Growth and Income 0%] Total Allocation: 100%
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</TABLE>
The data above reflects the information you provided us to issue this
certificate. If you wish to change/correct any information on this page or for
inquiries regarding coverage or customer service please call us immediately at
our service center.
SERVICE CENTER: Transamerica Life Insurance and Annuity Company
Annuity Service Center
P.O. Box 31848
Charlotte, North Carolina 28231-1848
1-800 258-4260
Continued on the next page
TCG-317-198 Page 2
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Information page (continued)
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ANNUAL CHARGES AND FEES
Charges and fees at the time we issued this certificate
are shown below.
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<S> <C>
Mortality and Expense Risk Charge [1.25% of the assets in each variable sub-account]
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Administrative Expense Charge [Currently 0.15% of the assets in each variable
sub-account; guaranteed not to exceed 0.35%]
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Transfer Fee $10 for each transfer over [twelve] in each certificate
year
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Systematic Withdrawal Fee [Currently None; guaranteed not to exceed $25 per
certificate year]
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Account Fee (before the annuity date) [Currently None; guaranteed not to exceed
$30] [(We will waive if account value is over $50,000)]
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Annuity Fee (after the annuity date) [$30]
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Guaranteed Minimum Death Benefit Rider Fee [If elected, 0.20% of the account
value] [This fee will be deducted monthly.]
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Guaranteed Minimum Income Benefit Rider Fee [If elected, 0.20% of the account
value] [This fee will be deducted monthly.]
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Additional Information:
Minimum Initial Purchase Payment: [$25,000]
Additional Purchase Payment Minimum: [$1,000]
Maximum Total Purchase Payment(s): [$1.000,000]
Minimum Variable Sub-account Allocation or Transfer: [$100]
Minimum Allocation or Transfer for Each Multi-Year Guarantee Period: [$1,000]
Minimum Partial Withdrawal Amount: [$1,000]
Minimum Account Value: [$2,000]
</TABLE>
TCG-317-198 Page 2A
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
INFORMATION PAGE..........................................................................2 & 2A
DEFINITIONS...............................................................................4
OWNER, ANNUITANT, BENEFICIARY.............................................................5
ESTABLISHING THIS CERTIFICATE.............................................................6
THE VARIABLE ACCOUNT......................................................................7
THE GENERAL ACCOUNT.......................................................................8
TRANSFER PROVISIONS.......................................................................9
WITHDRAWAL PROVISIONS.....................................................................9
SETTLEMENT OPTION PROVISIONS 10
SETTLEMENT OPTION PAYMENTS................................................................11
DEATH BENEFIT PROVISIONS..................................................................12
CHARGES, FEES AND SERVICES................................................................14
GENERAL PROVISIONS........................................................................15
APPENDIX - ANNUITY RATE BASES.............................................................16
</TABLE>
TCG-317-198 Page 3
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Definitions
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<PAGE>
Account Value
The sum of the variable accumulated value and the general account options
accumulated value.
Annuity Date
The date the annuitization phase of this certificate begins. The annuity date is
shown on the Information Page.
Cash Surrender Value
The amount we will pay you if the certificate is surrendered on or before the
annuity date. The cash surrender value is equal to the account value; less the
account fee, if any; less any applicable interest adjustment, and premium tax
charges.
Certificate
This certificate describes your coverage and participation under the group
annuity contract.
Certificate Anniversary
The anniversary each year of the certificate effective date as shown on the
Information Page.
Certificate Year
The 12-month period starting on the certificate effective date and ending with
the day before the certificate anniversary, and each 12-month period thereafter.
Code
The Internal Revenue Code of 1986, as amended, and the rules and regulations
issued under it.
General Account
Our assets that are not allocated to a separate account. An account that credits
a rate of interest for a period of at least twelve months for each allocation or
transfer. The general account options you selected are shown on the Information
Page.
General Account Options Accumulated Value
The total dollar value of all amounts you allocate or transfers to any general
account option; plus interest credited; less any amounts withdrawn, applicable
fees and premium tax charges, and/or transfers out to the variable account prior
to the annuity date.
Guarantee Period
The number of years that a guaranteed rate of interest will be credited to a
multi-year guarantee period option.
Guaranteed Interest Rate
The annual effective rate of interest after daily compounding credited to a
guarantee period.
Multi-Year Guarantee Period Option
A general account option that credits a guaranteed rate of interest for
specified guarantee periods. There may be several guarantee periods offered.
Portfolio
The investment portfolio underlying each variable sub-account in which we will
invest any amounts you allocate to that variable sub-account.
Status (Qualified and Non-Qualified)
The status shown on the Information Page. This certificate has a qualified
status if it is issued in connection with a retirement plan or program.
Valuation Day
Any day the New York Stock Exchange is open. To determine the value of an asset
on a day that is not a valuation day, we will use the value of that asset as of
the end of the next valuation day.
Valuation Period
The time interval between the closing (generally 4:00 p.m. Eastern Time) of the
New York Stock Exchange on consecutive valuation days.
Variable Account
The variable account (separate account VA-6) is a separate account established
and maintained by us for the investment of a portion of our assets.
Variable Accumulated Value
The total dollar value of all variable accumulation units under this certificate
prior to the annuity date.
<PAGE>
TCG-317-198 Page 4
<PAGE>
Variable Accumulation Unit
A unit of measure used to determine the variable accumulated value before the
annuity date. The value of a variable accumulation unit varies with each
variable sub-account.
Variable Sub-accounts
One or more divisions of the variable account each of which invests solely in
shares of one of the portfolios. The variable sub-accounts you selected are
shown on the Information Page.
<PAGE>
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Owner, Annuitant, Beneficiary
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<PAGE>
Owner (Joint Owners)
The person(s) named on the Information Page who, while living, controls all
rights and benefits under this certificate. If the owner is a trust that allows
a person(s) other than the trustee to exercise the ownership rights under this
certificate, such person(s) must be named annuitant(s) and will be treated as
the owner.
If joint owners are named, the joint owners share ownership in this certificate
equally with the right of survivorship. The right of survivorship means that if
a joint owner dies, his or her interest in the certificate will pass to the
surviving joint owner subject to the death benefit provisions.
You are entitled to designate the annuitant, beneficiary or other payee,
settlement option, and annuity date. To make changes to these designations you
must notify us at our service center in a form and manner acceptable to us.
Annuitant (Joint Annuitant)
The person(s) named on the Information Page whose age and sex is used to
determine the amount of settlement option payments on the annuity date. If a
joint annuitant is named, that joint annuitant must be the annuitant's spouse.
The joint annuitant will become the annuitant if the annuitant dies. If there is
no joint annuitant and the annuitant dies, an individual owner will become the
new annuitant until the owner names another annuitant.
If the owner is an individual, the annuitant(s) may be changed by the owner at
any time before the annuity date. Any such change will be subject to the then
current underwriting rules. We reserve the right to reject any change of the
annuitant(s) that has been made without our prior written consent.
If the owner is not an individual, the annuitant(s) may not be changed.
Beneficiary
The person(s) designated to receive the amounts payable under this certificate
if:
The owner dies before the annuity date and there is no joint owner; or
The owner dies after the annuity date and settlement option payments have
begun under a selected settlement option that guarantees payments for a
certain period of time.
The interest of any beneficiary who dies before the owner will terminate.
A beneficiary may be named or changed at any time. Any change made to an
irrevocable beneficiary must also include the written consent of the
beneficiary, except as otherwise required by law.
If more than one beneficiary is named, each named beneficiary will share equally
in any benefits or rights granted by this certificate unless you give us other
instructions at the time the beneficiaries are named.
<PAGE>
TCG-317-198 Page 5
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Establishing this certificate
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<PAGE>
This certificate was established on the certificate effective date shown on the
Information Page.
Any time before the annuity date you may make additional purchase payments to
this certificate. We reserve the right to not accept additional purchase
payments beyond certain attained ages of you or the annuitant.
You may allocate purchase payments to one or more of the variable sub-accounts
or general account options we offer at the time we receive a purchase payment.
We reserve the right to limit the total number of investment options that may be
chosen over the lifetime of the certificate.
All purchase payments are subject to the conditions listed below.
<PAGE>
Purchase Payment Provisions
Payment and Acceptance of Purchase Payments
Purchase payments are payments you make to us for the benefits under this
certificate. All purchase payments must be made to either an agent designated by
us or our service center.
The initial purchase payment, as shown on the Information Page, will be credited
to the variable sub-accounts and/or general account options according to your
instructions within two business days of the date our service center receives
both the initial purchase payment and sufficient information, in a form and
manner acceptable to us, to issue this certificate.
Additional purchase payments will be credited on the date we receive them at our
service center and are subject to the conditions listed below. Purchase payments
must:
Meet the additional purchase payment minimum shown on the Information Page;
Not exceed any federal or state limitations during any taxable year; and
Not exceed the maximum total purchase payment amount, as shown on the
Information Page, without our prior approval. We may return to you any purchase
payments that do not meet the conditions described in this section.
Allocating Each Purchase Payment
Allocations you make to the variable sub-accounts and general account options
are subject to the following conditions. You must allocate:
In whole number percentages;
A minimum of 10% of each purchase payment to any variable sub-account or
general account option;
Not less than the variable sub-account minimum, as shown on the Information
Page; and
Not less than the multi-year guarantee period minimum, as shown on the
Information Page.
You may change allocation elections for future purchase payments any time before
the annuity date by notifying us at our service center.
Continuation of this Certificate
If you stop making additional purchase payments to this certificate, all
provisions of the certificate will continue in force until all values have been
distributed.
<PAGE>
TCG-317-198 Page 6
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The variable account
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<PAGE>
The variable account is a separate investment account established and maintained
by us for the investment of a portion of our assets pursuant to North Carolina
Insurance Law. We will use the assets of the variable account to buy shares in
the various portfolios. Purchase payments allocated or transfers made to one or
more variable sub-accounts will become a part of the variable account.
The assets of the variable account are owned by us. The assets in the variable
account are not chargeable with liabilities arising out of any other business we
conduct, except to the extent that they exceed the reserves and other
liabilities of the variable account. The assets of the variable account
maintained under this certificate will be kept separate from the assets held in
our general account.
Variable Sub-accounts
The variable account is composed of a number of variable sub-accounts. The
investment performance of each variable sub-account is linked directly to the
investment performance of the underlying portfolio.
We cannot and do not guarantee that any of the variable sub-accounts will always
be available for investment. We reserve the right, subject to compliance with
federal or state law, rules or regulations, to add, delete, or substitute the
variable sub-accounts or the portfolio shares held by a variable sub-account, if
we believe that further investment in the shares is no longer appropriate or
shares in a portfolio become no longer available for investment. We will send
you written notification of such changes.
Variable Accumulation Unit
A variable accumulation unit is a measure we use to determine the variable
accumulated value each day before the annuity date. The variable accumulated
value is the total dollar value of all variable accumulation units for each
variable sub-account. The value of a variable accumulation unit varies with each
variable sub-account. Purchase payments allocated or transfers made to a
variable sub-account are credited to the variable accumulated value as variable
accumulation units. Transfers, withdrawals, or fees made from a variable
sub-account will result in the cancellation of variable accumulation units.
Each time a purchase payment is allocated or a transfer is made to a variable
sub-account, the number of variable accumulation units credited will be
determined. We will determine the number of variable accumulation units by
dividing the total amount allocated by the value of that variable sub-account's
variable accumulation unit for the valuation day on which either we received the
purchase payment allocation or transfer request at our service center.
The value of a variable accumulation unit for each variable sub-account is
determined by multiplying the value of that unit at the end of the prior
valuation period by the net investment factor of the variable sub-account for
the valuation period. The value of a variable accumulation unit may increase or
decrease.
Net Investment Factor
The net investment factor is the formula that measures the investment
performance of a variable sub-account from one valuation period to the next. For
any variable sub-account, the net investment factor for a valuation period is
determined by dividing (A) by (B), then subtracting (C) where:
(A) is The net asset value per share held in the variable sub-account, as
of the end of the valuation period; plus (minus)
The per-share amount of any dividend or capital gain distributions if the
"ex-dividend" date occurs in the valuation period; plus (minus)
A per-share charge or credit as of the end of the valuation period for tax
reserves for realized and unrealized capital gains, if any.
(B) is
The net asset value per share held in the variable sub-account as of the end of
the prior valuation period.
<PAGE>
TCG-317-198 Page 7
<PAGE>
(C) is
The daily mortality and expense risk charge multiplied by the number of calendar
days in the current valuation period; plus
The daily administrative expense charge multiplied by the number of calendar
days in the current valuation period.
<PAGE>
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The general account
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<PAGE>
Our general account includes all assets not allocated to one of our separate
accounts. The general account opt ions under this certificate allow you to
select an interest guarantee period of one or more years to which you may
allocate purchase payments and transfers.
Multi-year Guarantee Period Account Option
Guarantee Periods
Each purchase payment allocation or transfer to a multi-year guarantee period
option will establish a new guarantee period. Each guarantee period offers a
specified duration with a corresponding guaranteed interest rate. You may not
select a guarantee period whose duration will extend beyond the annuity date, as
described in the settlement option provision section.
Crediting of Interest
We will establish a guaranteed interest rate for each guarantee period. This
rate will remain in effect for the specified duration of the guarantee period.
Interest will be credited on a daily basis at a daily rate that is equivalent to
the effective annual guaranteed interest rate for that guarantee period. The
guaranteed interest rate applicable to a guarantee period will never be less
than 3% annually.
Interest Adjustment
We will deduct an interest adjustment from amounts withdrawn or transferred from
a multi-year guarantee period before the end of the guarantee period. We will
not make an interest adjustment upon the death of the owner or within the 30-day
period before the end of the guarantee period. We may waive the interest
adjustment in connection with certain options offered with this certificate.
Any interest rate adjustment will be calculated by multiplying the amount
withdrawn, transferred or annuitized before the reduction for any contingent
deferred sales load by the formula described below:
[(1 + I)/(1 + J + .005)]n/12 - 1
I = The guaranteed interest rate credited to the current guarantee period.
J = The current interest rate offered for a guarantee period equal to the
number of years remaining in the current guarantee period (partial years are
rounded up to the next full year). If no guarantee period equal to the number
of years remaining in the current guarantee period is available, the rate
will be established by linear interpolation.
N = The number of full months remaining to the end of the current guarantee
period.
The interest adjustment will be made if the current interest rate plus .005 is
greater than the guaranteed interest rate.
The interest adjustment will never reduce the amount under a guarantee period to
less than the purchase payment allocation or transfer amount that initiated the
guarantee period; less any prior withdrawals or transfers; plus daily interest
accumulated at a 3% annual rate. There will be no upward adjustments.
Guarantee Period Expiration
At least 45 days, but not more than 60 days, prior to the expiration date of a
multi-year guarantee period, we will notify you as to the options available when
a guarantee period expires. You may elect to transfer the amount held in that
guarantee period to another general account option or to a variable sub-account
being offered by us at that time. The transfer request must be received no later
than the day immediately following the end of the expiring guarantee period.
<PAGE>
TCG-317-198 Page 8
<PAGE>
If no election is made, we will establish a new guarantee period of the same
duration as the expiring guarantee period, if offered, with a new guaranteed
interest rate declared by us for that guarantee period. If we are not currently
offering guarantee periods with the same duration as the expiring guarantee
period, the new guarantee period will be the next higher duration. If the
guarantee period extends beyond the annuity date, we will then select the
longest period that will not extend the guarantee period beyond such date.
<PAGE>
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Transfer provisions
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<PAGE>
You may transfer all or a portion of the account value between and among the
variable sub-accounts and general account options subject to the limitations as
described in this section and the general account section of this certificate.
All transfer requests must specify (a) the amount of the transfer; (b) the
variable sub-account or general account option from which the transfer is to be
made; and (c) the variable sub-account or general account option that is to
receive the transfer. All transfers will be made as of the valuation day we
receive the request at our service center.
Before the annuity date, transfers in excess of the maximum per certificate
year, as shown on the Information Page, will be subject to a transfer fee, as
described in the Charges, Fees and Services section of this certificate. We
reserve the right to waive the transfer fee. After the annuity date, transfers
are only permitted if a variable payment option is elected. Such transfers among
the variable sub-accounts are limited to four per certificate year. We reserve
the right to change the number of transfers available after the annuity date.
The minimum amount that may be transferred from a variable sub-account, or any
general account option is the lesser of the amount shown on the Information Page
or the entire value of the variable sub-account or general account option from
which the transfer is being made. The minimum amount that may be initially
allocated or transferred into a variable sub-account or a general account option
is shown on the Information Page. The minimum amount that must always be
transferred into any guarantee period option is shown on the Information Page.
We reserve the right to waive the minimum(s) in connection with certain options
offered with this certificate.
<PAGE>
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Withdrawal provisions
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<PAGE>
Before the annuity date and subject to the conditions below you may:
Withdraw a portion of the account value for cash subject to any applicable
interest adjustment and premium tax charges; or
Automatically withdraw a portion of the account value by electing the
systematic withdrawal option; or
Withdraw the cash surrender value and terminate this certificate.
For purposes of adjusting the account value under this certificate, all
withdrawals will be made from purchase payments on a first in, first out basis
and then from earnings.
<PAGE>
Partial Withdrawal Provisions
Partial withdrawals taken from the variable sub-accounts or general account
options are subject to a minimum withdrawal amount equal to the lesser of the
amount shown on the Information Page or the entire value of the variable
sub-account or general account option from which the withdrawal is being made.
We reserve the right to limit the number of partial withdrawals that may be
taken from the general account options in any certificate year. We reserve the
right not to process any withdrawal if the resulting account value is below the
minimum, as shown on the Information Page.
<PAGE>
TCG-317-198 Page 9
<PAGE>
Systematic Withdrawal Option
You may elect to automatically receive a series of partial withdrawals under the
following conditions:
Systematic withdrawals may be subject to a fee as described in the
charges, fees and services section of this certificate.
Systematic withdrawals may only be taken from variable sub-accounts and
general account options as designated by us from time to time. We reserve
the right to prospectively change such designations.
You may terminate systematic withdrawals at any time by notifying us at our
service center. Once the option has been terminated, it may not be elected again
for a twelve month period. Systematic withdrawals will automatically terminate
if the certificate is annuitized, surrendered or otherwise distributed as a
result of the owner's death.
Surrender of this Certificate
You may surrender this certificate to us for its cash surrender value on or
before the annuity date. Surrender of the certificate will be subject to any
withdrawal limitations imposed under federal or state law, rules or regulations.
Payment of the cash surrender value to you will be in full settlement of our
liability under the certificate.
<PAGE>
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Settlement option provisions
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<PAGE>
On the annuity date, we will apply the annuity amount, as defined below, to
provide payments under the settlement option you selected. The first settlement
option payment will be made 30 days after the annuity date. Settlement option
payments may be made in monthly, quarterly, semi-annual or annual installments
as you selected.
<PAGE>
You may change the annuity date and settlement and payment option by notifying
our service center at least 30 days in advance of the annuity date.
The annuity date must be on or before the later of (A) and (B) where:
(A) is the first day of the calendar month immediately preceding the month of
the annuitant's or joint annuitant's 85th birthday, whichever is earlier, and;
(B) is the first day of the month immediately following the tenth certificate
anniversary.
The annuity date may not be earlier than the first day of the calendar month
coinciding with the first certificate anniversary and may in no event be later
than the earlier of the annuitant's or joint annuitant's 100th birthday.
After the annuity date, we will not allow you to make:
Any changes to either the settlement or payment option;
Additional purchase payments; or
Any further withdrawals.
Annuity Amount
The annuity amount we will apply to provide settlement option payments is equal
to the account value, less any interest adjustment, and less any premium tax
charges.
Minimum Requirements
We reserve the right to offer a less frequent mode of payment than the mode
selected by you or make a cash payment to you equal to the cash surrender value
if:
The annuity amount is less than $5,000; or
The amount of the first fixed payment is less than $150; or
The amount of the first variable payment is less than $150 or if a variable
payment from a variable sub-account is
less than $75.
If we make such a cash payment it will be in full settlement of our liability
under this certificate.
<PAGE>
TCG-317-198 Page 10
<PAGE>
Settlement Options
The settlement options you may choose from are listed below. For any settlement
option involving life contingencies, it is possible that no settlement option
payments will be made from this certificate if, after the annuity date but
before the first settlement option payment is made, the annuitant and joint
annuitant or contingent annuitant, as applicable, dies.
Life Annuity
Provides payments for as long as the annuitant lives. Payments will end with the
payment due just before the annuitant's death and there is no provision for a
death benefit.
Life Annuity with Period Certain
Provides payments for the longer of: a) the annuitant's life; or (b) the period
certain. The period certain may be 120, 180 or 240 months. If the annuitant dies
during the period certain, payments will continue until the end of the period
certain. Life and Contingent Annuity Provides payments for as long as the
annuitant lives. If the annuitant dies, payments will continue for as long as
the contingent annuitant lives in an amount equal to 50%, 66 2/3% or 100% of the
original payment, as selected. Payments will then end with the payment due just
before the contingent annuitant's death.
Joint and Survivor Annuity
Provides payments for as long as the survivor of the annuitant or joint
annuitant lives. After the first annuitant dies, payments will continue for as
long as the survivor lives in an amount equal to 50%, 66 2/3% or 100% of the
original payment, as selected. Payments will then end with the payment due just
before the death of the survivor.
Other Forms of Payment
Payments can be provided under other settlement options not described in this
section. Contact our service center for more information.
<PAGE>
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Settlement option payments
- ------------------------------------------
<PAGE>
Settlement option payments may be fixed or variable or a combination of
both.
The fixed payment option provides for settlement option payments that
remain constant and are not affected by the investment performance of the
variable sub-accounts.
The variable payment option provides for settlement option payments that
vary based on the investment performance of the variable sub-account(s) you
selected. These payments may increase, decrease or remain the same.
<PAGE>
Fixed Payment Option
Amount of Fixed Payment
You may elect to have all or a portion of the annuity amount applied to provide
fixed payments. On the annuity date, we will determine the dollar amount of the
fixed payments by applying the portion of the annuity amount allocated to
provide fixed payments as a single payment based on the settlement option chosen
and the age and sex of the annuitant(s), using the appropriate guaranteed
annuity rate basis. If required by law, we will use the appropriate unisex
guaranteed annuity rate basis. The monthly annuity rate basis are contained in
the appendix.
Variable Payment Option
Amount of First Variable Payment
You may elect to have all or a portion of the annuity amount applied to provide
settlement option payments that vary based on the investment performance of
selected variable sub-accounts. The amount of the first variable payment will be
equal to the benefit that could be purchased by applying the portion of the
annuity amount allocated to provide the variable payments as a single payment
based on the settlement option chosen and age and sex of the annuitant(s) using
the appropriate guaranteed annuity rate basis. If required by law, we will use
the appropriate unisex guaranteed annuity rate basis.
<PAGE>
TCG-317-198 Page 11
<PAGE>
Amount of Subsequent Variable Payments
We determine the dollar amount of the second
and subsequent variable payments by first identifying the number and value of
the variable annuity units for each variable sub-account. Variable annuity units
are the measure used to determine such payments. For each payment we multiply
the number of variable annuity units by the value of the variable annuity units
for each variable sub-account.
The number of variable annuity units for each variable sub-account will remain
the same for the second and subsequent variable payments (unless amounts are
transferred to or from a variable sub-account) and the value of the variable
annuity units in each variable sub-account will vary. As a result of the
variation in the value of variable annuity units for each variable sub-account
between payments, the dollar amount of each variable payment after the first may
increase, decrease or remain the same.
Number of Variable Annuity Units
The number of variable annuity units for each variable sub-account is determined
by dividing the first variable payment by the value of the variable annuity
units of each variable sub-account on the annuity date.
Value of Variable Annuity Units
The variable annuity unit values depend on the net investment factor and the
assumed interest rate. The value of a variable annuity unit for each variable
sub-account for any valuation day is equal to (A) times (B) times (C), where:
(A) is the variable annuity unit value on the immediately preceding valuation
day;
(B) is the net investment factor (determined in accordance with the net
investment factor provision on Page 7), for the valuation period just ended; and
(C) is the investment result adjustment factor (.99989255)n, which recognizes
an assumed interest rate of 4% per year. We reserve the right to offer other
assumed interest rates with appropriate investment result adjustment factors.
The "n" in the investment result adjustment factor is the number of days since
the preceding valuation day.
Once settlement option payments begin, we guarantee the amount of each variable
payment will not be affected by variations in expenses or mortality experience.
<PAGE>
- ------------------------------------------
Death benefit provisions
- ------------------------------------------
<PAGE>
We must distribute death benefits or continue making settlement option payments
under this certificate according to the requirements of Code Section 72(s) as
long as this certificate is in force or benefits remain to be paid.
We will not accept any additional purchase payments after the death of the owner
or joint owner.
If any ownership change is made, the death benefit under this certificate may be
reduced in accordance with our then current underwriting rules. Such reduction
will never decrease the death benefit below the account value.
We must receive proof of death before any benefits are distributed from this
certificate. Proof of death acceptable to us includes:
A certified copy of a death certificate;
A certified copy of a court decree stating the cause of death; A written
statement by a medical doctor who attended the deceased; or Any other
proof or documents we may require.
<PAGE>
Amount of Death Benefit
If the owner or joint owner dies before the annuity date the death benefit is
the account value.
The death benefit will be determined as of the end of the valuation period
during which our service center receives both proof of death of the owner or
joint owner and the written notice of the form of benefit elected by the person
to whom the death benefit is payable.
<PAGE>
TCG-317-198 Page 12
<PAGE>
Death of Owner or Joint Owner
before the Annuity Date
If the owner or joint owner dies before the annuity date, we will pay the death
benefit as specified in this section. The entire death benefit must be
distributed within five years after the owner's death. If the owner is not an
individual, an annuitant's death will be treated as the death of the owner as
provided in Code Section 72(s)(6). For example, this certificate will remain in
force with the annuitant's surviving spouse as the new annuitant if:
This certificate is owned by a trust; and
The beneficiary shown on the Information Page is either the annuitant's
surviving spouse, or a trust holding the certificate solely for the benefit
of such spouse.
The manner in which we will pay the death benefit depends on the status of the
person(s) involved in this certificate. The death benefit will be payable to the
first person from the applicable list below:
If the owner is the annuitant:
The joint owner, if any;
The beneficiary, if any.;
If the owner is not the annuitant: The joint owner, if any; The beneficiary,
if any; The annuitant; The joint annuitant; if any.
If the death benefit is payable to the owner's surviving spouse, (or to a trust
for the sole benefit of such surviving spouse), we will continue this
certificate with the owner's spouse as the new annuitant (if the owner was the
annuitant) and the new owner (if applicable), unless such spouse selects another
option as provided below.
If the death benefit is payable to someone other that the owner's surviving
spouse, we will pay the death benefit in a lump sum payment to, or for the
benefit of, such person within five years after the owner's death, unless such
person(s) selects another option as provided below.
In lieu of the automatic form of death benefit specified above, the person(s) to
whom the death benefit is payable may elect to receive it:
In a lump sum; or
As settlement option payments, provided the person making the election is
an individual. Such payments must begin within one year after the owner's
death and must be in equal amounts over a period of time not extending
beyond the individual's life or life expectancy.
Election of either option must be made no later than 60 days prior to the one
year anniversary of the owner's death. Otherwise, the death benefit will be
settled under the appropriate automatic form of benefit specified above.
If the person to whom the death benefit is payable dies before the entire death
benefit is paid, we will pay the remaining death benefit in a lump sum to the
payee named by such person or, if no payee was named, to such person's estate.
If the death benefit is payable to a non-individual (subject to the special rule
for a trust for the sole benefit of a surviving spouse), we will pay the death
benefit in a lump sum within one year after the owner's death.
If the Annuitant Dies Before the Annuity Date
If an owner and an annuitant are not the same individual and the annuitant (or
the last of joint annuitants) dies before the annuity date, the owner will
become the annuitant until a new annuitant is selected.
Death after the Annuity Date
If an owner or an annuitant dies after the annuity date, any amounts payable
will continue to be distributed at least as rapidly as under the settlement and
payment option in effect on the date of death.
Upon the owner's death after the annuity date, any remaining ownership rights
granted under this certificate will pass to the person to whom the death benefit
would have been paid if the owner had died before the annuity date, as specified
above.
Survival Provision
The interest of any person to whom the death benefit is payable who dies at the
time of, or within 30 days after, the death of the owner will also terminate if
no benefits have been paid to such person, unless the owner had given us written
notice of some other arrangement.
<PAGE>
TCG-317-198 Page 13
- ----------------------------------
Charges, fees and services
- ----------------------------------
<PAGE>
Premium Tax Charge
Some jurisdictions impose on us a premium tax on annuities. If a premium tax is
imposed, we reserve the right to deduct this amount from purchase payments or
account value, as appropriate. For purposes of this certificate, premium tax
charges include retaliatory taxes or other similar taxes.
Mortality and Expense Risk Charge
The amount of the annual mortality and expense risk charge is shown on the
Information Page. The mortality and expense risk charge will be deducted on a
daily basis from the assets in each variable sub-account as part of the
calculation of the variable accumulation unit.
Administrative Expense Charge
The amount of the annual administrative expense charge on the certificate
effective date is shown on the Information Page. The administrative expense
charge will be deducted on a daily basis from the assets in each variable
sub-account as part of the calculation of the variable accumulation unit.
We may change this charge upon 30 days advance written notice to you. Any
increase in the administrative expense charge will apply prospectively to
administrative expense charges deducted after the effective date of change.
Transfer Fee
We reserve the right to impose a transfer fee for each transfer made during a
single certificate year in excess of the number shown on the Information Page.
The amount of the transfer fee on the certificate effective date is shown on the
Information Page. This fee will not increase.
Systematic Withdrawal Fee
We reserve the right to impose an annual processing fee for the systematic
withdrawal option. The amount of the systematic withdrawal fee on the
certificate effective date is shown on the Information Page.
Account Fee
Before the annuity date, an annual account fee will be deducted from the account
value on the last business day of each certificate year and if different, the
date the certificate is surrendered. The amount of the annual account fee on the
certificate effective date is shown on the Information Page. The account fee
will be deducted on a pro rata basis from the account value. There will be no
interest adjustment on any deductions from the multi-year guarantee period
option(s) for this fee.
We may change this fee prospectively upon 30 days advance written notice to you.
Annuity Fee
After the annuity date, an annual fee equal to the amount shown on the
Information Page will be deducted in equal amounts from distributions made under
the variable payment option. We reserve the right to waive this fee.
Statements of Account
At least once during each certificate year, we will send you a statement of
account reflecting the account value of the certificate. Statements of account
will cease to be provided to you after the annuity date.
<PAGE>
TCG-317-198 Page 14
- ---------------------------------------
General provisions
- ---------------------------------------
<PAGE>
Entire Contract
This certificate, the group annuity contract and any attached endorsements and
riders are the entire contract.
Misstatement of Age and Sex
If the age or sex of the annuitant(s) and/or of any other measuring life has
been misstated, the settlement option payments payable under this certificate
will be whatever the annuity amount would provide for the correct age or sex of
the annuitant(s) and/or of any other measuring life on the annuity date. Any
underpayment made by us, as a result of such misstatement, will be paid in a
lump sum on the next settlement option payment, and any overpayment will be
deducted from the current or succeeding payments.
Proof of Existence and Age
Before making any payment under this certificate, we may require proof of the
existence and age of the owner, the annuitant and/or any other measuring life.
We may also require any other information that we may need in order to provide
benefits under the certificate.
Changes
No provision of this certificate may be changed or waived unless done in writing
and signed by two of our authorized officers. We will not make any change that
reduces the amounts payable under this certificate unless the change is required
by law. We will provide you a copy of any changes we make to this certificate.
Income Tax Qualification
This certificate is intended to qualify as an annuity contract for federal
income tax purposes. All provisions in this certificate will be interpreted to
maintain such tax qualification. We may make changes in order to maintain this
qualification or to conform this certificate to any changes made in the tax
qualification requirements. We will provide you with a copy of any changes we
make to this certificate.
Incontestability
This certificate is incontestable from the certificate effective date.
Assignment of this Certificate
To make ownership changes or assign rights to another person, you must notify us
at our service center. An assignment or ownership change is not binding on us
until we receive the necessary documentation and acknowledge the request. We are
not responsible for the validity or effect - tax or otherwise - of any
assignment or ownership change. If an ownership change is made, the death
benefit under this certificate may be reduced in accordance with our then
current underwriting rules. Such reduction will never decrease the death benefit
below the account value.
Payments by/to Us
All purchase payments paid to us or amounts paid by us from this certificate
will be made in the legal currency of the United States of America.
Delay of Payment or Transfer
Except as provided below, we will pay amounts due from this certificate within
seven days of the date our service center receives both the request for such
amount and all the requirements in a form and manner acceptable to us.
We reserve the right to delay the payment of any benefits payable, amounts
withdrawn or transfers requested from the variable account due to: (a) the
closure of the New York Stock Exchange for reasons other than usual weekends and
holidays or if trading on such Exchange is restricted; (b) the existence of an
emergency as defined by the Securities and Exchange Commission of the United
States or restrictions on trading by the Commission; or (c) delays permitted by
the Securities and Exchange Commission for the protection of security holders.
We further reserve the right to delay payment of any withdrawal from the general
account options for up to six months after we receive the request for
withdrawal. If we delay payment for more than 30 days, we will pay interest as
provided in this certificate on the withdrawal amount up to the date of payment.
<PAGE>
TCG-317-198 Page 15
<PAGE>
Minimum Benefits
Any settlement option payments, cash surrender value or death benefits that may
be available under this certificate will not be less than the minimum benefits
required by any statute of the jurisdiction in which this certificate was
issued.
Protection of Benefits/Proceeds
To the extent permitted by law, no payment of benefits or interest will be
subject to the claim(s) of any creditor of any owner, annuitant or beneficiary
or to any claim or process of law against any owner, annuitant or beneficiary.
Non-Participating
This certificate is classified as a non-participating certificate. It does not
share in our profits or surplus, and therefore no dividends are payable.
<PAGE>
APPENDIX
ANNUITY RATE BASES
<PAGE>
Fixed Annuity Payment Option
The actuarial basis for fixed annuity male or female rates is the 1983a Annuity
Mortality Table, projection G, for males or females as appropriate, with an
interest rate of 3% per year.
The actuarial basis for fixed annuity unisex rates is the 1983a Annuity
Mortality Table, projection G, blended 60% males and 40% females, with an
interest rate of 3% per year.
Variable Annuity Payment Option
The actuarial basis for variable annuity male or female rates is the 1983a
Annuity Mortality Table, projection G, for males or females as appropriate, with
an assumed interest rate of 4% per year.
The actuarial basis for variable annuity unisex rates is the 1983a Annuity
Mortality Table, projection G, blended 60% males and 40% females, with an
assumed interest rate of 4% per year.
<PAGE>
TCG-317-198 Page 16
[GRAPHIC OMITTED]
<PAGE>
Exhibit (5) Form of Application
<PAGE>
Transamerica Life Insurance
and Annuity Company
Home Office: Suite 700
401 N. Tryon Street
Charlotte, NC 28202
TGA-031-199
Mailing Address:
P.O. Box 31848
Charlotte, NC 28231-1848
Annuity Service Center: (800) 420-7749
TRANSAMERICA BOUNTY
SM
VARIABLE ANNUITY APPLICATION
Do not write in this space. Home office use only.
1. Type of Plan
Check one only:
Non-Qualified Charitable Remainder Trust*
IRA 408(b) 401(a) Pension/Profit Sharing*
SEP-IRA 408(k) TSA 403(b) (Rev. Rul. 90-24 only)*
Roth IRA*
* Submit required additional forms.
2. OWNER
Note: All mail and tax reporting will be sent only to the Owner.
Print Full Name Male Female
Residence Street Address
City State ZIP Code
Date of Birth Taxpayer Identification Number
Married Yes No
Daytime Telephone
Evening Telephone
3. JOINT OWNER (OPTIONAL)
Note: Non-Qualified Contracts only.
Print Full Name Male Female
Date of Birth Taxpayer Identification Number
4. BENEFICIARY
Note: If more than one, use Beneficiary Designation Form.
Print Full Name Taxpayer Identification Number
Date of Birth Relationship to Owner
5. ANNUITANT
Note: Complete only if different from Owner.
Print Full Name Male Female
Residence Street Address
City State ZIP Code
Date of Birth Social Security Number
6. JOINT ANNUITANT (OPTIONAL)
Note: Non-Qualified Contracts only. Must be Annuitant's spouse.
Print Full Name Male Female
Date of Birth Social Security Number
Bounty
sm
7. OWNER INFORMATION
If the Owner is not the Annuitant, the Owner is a (an): Individual Trust* Other
Custodianship Corporation *If the Owner is a Trust, this annuity must be held by
the Trust as an agent for the Annuitant(s). Please complete and attach a
Verification of Trust Agreement Form.
If the Annuitant is a minor, please provide (1) the relationship to the Owner
and (2) the mother's name and father's name: Has the Owner purchased or applied
for other non-qualified deferred annuities issued by any of the Transamerica
Life Companies during the current calendar year? Yes No If Yes, provide contract
number(s):
8. PURCHASE PAYMENT ALLOCATION
If you elect Dollar Cost Averaging (DCA), initial allocations must be to the
Money Market Account. Please use whole percentages. Total must equal 100%. The
maximum number of total investment options is limited to 18 over the lifetime of
the contract. Alger American Income & Growth (182) _______% Alliance VPF Growth
& Income (171) _______% Alliance VPF Premier Growth (170) _______% Dreyfus VIF
Capital Appreciation (185) _______% Dreyfus VIF Small Cap (186) _______% Janus
Aspen Series Balanced (184) _______% Janus Aspen Series Worldwide Growth (183)
_______% MFS VIT Emerging Growth (178) _______% MFS VIT Growth with Income (177)
_______% MFS VIT Research (176) _______% MSDW UF Emerging Markets Equity (187)
_______% MSDW UF Fixed Income (180) _______% MSDW UF High Yield (181) _______%
MSDW UF International Magnum (179) _______% OCC Accum Trust Managed (172)
_______% OCC Accum Trust Small Cap (173) _______% PIMCO VIT StocksPLUS Growth &
Imcome (188) _______% Transamerica VIF Growth (174) _______% Transamerica VIF
Money Market (175) _______% *Guaranteed Period -- 3 years (033) _______%
*Guaranteed Period -- 5 years (035) _______% *Guaranteed Period -- 7 years (037)
_______% (*$1,000 minimum) Total____________100%.TGA-031-199
9. METHOD OF PAYMENT
Please indicate the method of payment below:
Minimum Initial Payment $25,000.
Check for $ (payable to Transamerica Life Insurance
and Annuity Company) is enclosed. For new Transamerica IRAs:
Amount remitted includes $ as a rollover, which Owner
irrevocably elects to treat as a rollover contribution;
$ for Tax Year ; and
$ for Tax Year .
Preauthorized Payment Plan on a monthly basis. To establish this option, submit
the Automatic Investing Form. Transfer the balance from my existing life
insurance or non-qualified annuity contract to this non-qualified annuity
contract; estimated $ amount (complete and attach 1035 Exchange Form). Transfer
funds from my existing IRA or Sec. 403(b) arrangement in accordance with Rev.
Rul. 90-24 (complete and attach Direct Transfer Form).
10. OPTIONAL RIDERS
I/We elect the GMDB Rider for an additional fee each year. I/We elect the GMIB
Rider for an additional fee each year. (See your registered representative or
prospectus for more information.)
11. REPLACEMENT
Will this annuity replace or change any life insurance or annuity
contract(s)? Yes No If Yes, provide name and address
of insurance company and contract number(s): ________________
======================================================
Note: Please submit Replacement Forms as required.
12. AUTOMATIC ACCOUNT REBALANCING OPTION
Annually Semi-Annually Quarterly
I/We elect the variable sub-account rebalancing option. With this election, all
amounts in the variable sub-accounts are re-allocated to reflect the percentages
indicated on this application. Unless and until a rebalancing election form has
been submitted changing these allocation percentages, Transamerica will allocate
all contri-butions according to the percentages shown on this application. Note:
Not available if Dollar Cost Averaging (DCA) is in effect.
13. TELEPHONE TRANSFERS / APPOINTMENT OF POWER OF ATTORNEY _________ (Please
initial) I/We authorize Transamerica to honor my/our telephone instructions in
order to make transfers among the various sub-accounts. I/We hereby acknowledge
that all telephone instructions given pursuant to this authorization are subject
to the conditions set forth in the prospectus, and that Transamerica will not be
liable for any loss, liability, cost or expenses for acting in accor-dance with
such instructions believed by it to be genuine in accor-dance with the
conditions. _________ (Please initial) I/We hereby appoint the registered
representative named in Section 16 herein to act as a limited power of attorney
in fact (Agent) to direct the Service Center to effect transfers among this
annuity's sub-accounts and/or general account options. I/We and Agent, agree,
jointly and severally, to indemnify and hold harmless Transamerica, its parent,
affiliates, subsidaries, officers, directors and employees from any and all
losses, costs, (including reasonable attorney's fees) expenses, judgments, and
lia-bilities of any nature whatsoever arising from reliance on this limited
power of attorney (LPOA) or any action or omission by Agent. This LPOA is valid
until the Service Center is furnished with its written revocation and records
it. This LPOA is personal to Agent and may not be delegated. The Agent must be a
currently licensed and appointed representative of the Broker/Dealer named below
or this LPOA shall automatically terminate.
14. DOLLAR COST AVERAGING OPTION
Your initial payments must place at least $5,000 into the Money
Market Account. Future payments will also go to this allocation
unless the allocations are changed after the start of Dollar Cost
Averaging (DCA).
I/We elect DCA for a period of _________ months (6 to 60
months.) Each month transfer $ __________.
From: Money Market Account
To: Amount Fund
Note: Not available if Automatic Account Rebalancing is in effect.
15. DISCLOSURES & SIGNATURES
I/We understand that I/We have applied for a variable annuity con-tract
("contract") issued by Transamerica Life Insurance and Annuity Company. I/We
have received current prospectuses for the contract and for the portfolios. I/We
are aware that (a) payments and values provided under the contract, when based
on the invest-ment experience of the Variable Account, vary and are not
guaran-teed as to dollar amount; (b) periodic charges and fees are associ-ated
with the contract; and (c) this contract and its associated investment
portfolios are not deposits or obligations of, or guaran-teed or endorsed by,
any bank, credit union, or the U.S. government, and are not federally insured by
the FDIC, the Federal Reserve Board, or any other agency. Portfolio shares
involve certain invest-ment risks, including the possible loss of principal.
I/We declare that all statements made on this application are true to the best
of my/our knowledge and belief. Signed at on _________ City State Date Owner's
Signature Joint Owner's Signature (If Any)
16. REGISTERED REPRESENTATIVES ONLY
Registered Representative: Do you have reason to believe the
annuity applied for will replace any life insurance or annuity con-tract
with us or any other company? Yes No
Witness (Licensed Registered Representative)
Print or Type Name of Registered Representative/Code
Print or Type Name of Broker/Dealer
Branch Office/Telephone Number/Code
17. REMARKS
Mail completed application and any additional required forms to the Annuity
Service Center address shown on Page 1 of this application.
<PAGE>
PARTICIPATION AGREEMENT
Among
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY,
PIMCO VARIABLE INSURANCE TRUST,
and
PIMCO FUNDS DISTRIBUTORS LLC
THIS AGREEMENT, dated as of the 1st day of July, 1999 by and among
Transamerica Life Insurance and Annuity Company (the "Company"), a North
Carolina life insurance company, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may be
amended from time to time (each account hereinafter referred to as the
"Account"), PIMCO Variable Insurance Trust (the "Fund"), a Delaware business
trust, and PIMCO Funds Distributors LLC (the "Underwriter"), a Delaware limited
liability company.
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance and variable annuity
contracts (the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements with the Fund and
Underwriter ("Participating Insurance Companies");
WHEREAS, the shares of beneficial interest of the Fund are divided into
several series of shares, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission (the "SEC") dated February 9, 1998 (PIMCO Variable Insurance
Trust, et al., File No. 812-10822, Investment Company Act. Rel. No. 23022)
granting Participating Insurance Companies and variable annuity and variable
life insurance separate accounts exemptions from the provisions of sections
9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to
the extent necessary to permit shares of the Fund to be sold to and held by
variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies, as well as qualified
pension and retirement plans outside of the separate account context (the "Mixed
and Shared Funding Exemptive Order"), and the Fund hereby provides notice to the
Company that appropriate prospectus disclosure regarding potential risks of
mixed and shared funding may be appropriate;
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolios are registered under the
Securities Act of 1933, as amended (the "1933 Act");
WHEREAS, Pacific Investment Management Company (the "Adviser"), which
serves as investment adviser to the Fund, is duly registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended;
WHEREAS, the Company has issued or will issue certain variable life
insurance and/or variable annuity contracts supported wholly or partially by an
Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,
as it may be amended from time to time by mutual written agreement;
WHEREAS, each Account is duly established and maintained as a
segregated asset account, duly established by the Company, to set aside and
invest assets attributable to the aforesaid Contracts;
WHEREAS, the Underwriter, which serves as distributor to the Fund, is
registered as a broker dealer with the SEC under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios listed in
Schedule A hereto, as it may be amended from time to time by mutual written
agreement (the "Designated Portfolios") on behalf of the Account to fund the
aforesaid Contracts, and the Underwriter is authorized to sell such shares to
the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
The Fund has granted to the Underwriter exclusive authority to
distribute the Fund's shares, and has agreed to instruct, and has so instructed,
the Underwriter to make available to the Company for purchase on behalf of the
Account Fund shares of those Designated Portfolios selected by the Underwriter.
Pursuant to such authority and instructions, and subject to Article X hereof,
the Underwriter agrees to make available to the Company for purchase on behalf
of the Account, shares of those Designated Portfolios listed on Schedule A to
this Agreement, such purchases to be effected at net asset value in accordance
with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) Fund
series (other than those listed on Schedule A) in existence now or that may be
established in the future will be made available to the Company only as the
Underwriter may so provide, and (ii) the Board of Trustees of the Fund (the
"Board") may suspend or terminate the offering of Fund shares of any Designated
Portfolio or class thereof, if such action is required by law or by regulatory
authorities having jurisdiction or if, in the sole discretion of the Board
acting in good faith and in light of its fiduciary duties under federal and any
applicable state laws, suspension or termination is necessary in the best
interests of the shareholders of such Designated Portfolio.
1.2. The Fund shall redeem, at the Company's request, any full or fractional
Designated Portfolio shares held by the Company on behalf of the Account, such
redemptions to be effected at net asset value in accordance with Section 1.3 of
this Agreement. Notwithstanding the foregoing, (i) the Company shall not redeem
Fund shares attributable to Contract owners except in the circumstances
permitted in Section 10.3 of this Agreement, and (ii) the Fund may delay
redemption of Fund shares of any Designated Portfolio to the extent permitted by
the 1940 Act, and any rules, regulations or orders thereunder.
1.3. Purchase and Redemption Procedures
(a) The Fund hereby appoints the Company as an agent of the Fund for the
limited purpose of receiving purchase and redemption requests on behalf of
the Account (but not with respect to any Fund shares that may be held in
the general account of the Company) for shares of those Designated
Portfolios made available hereunder, based on allocations of amounts to the
Account or subaccounts thereof under the Contracts and other transactions
relating to the Contracts or the Account. Receipt of any such request (or
relevant transactional information therefor) on any day the New York Stock
Exchange is open for trading (a "Business Day") by the Company as such
limited agent of the Fund prior to the time that the Fund ordinarily
calculates its net asset value as described from time to time in the Fund
Prospectus (which as of the date of execution of this Agreement is 4:00
p.m. Eastern Time) shall constitute receipt by the Fund on that same
Business Day, provided that the Fund receives notice of such request by
9:00 a.m. Eastern Time on the next following Business Day.
(b) The Company shall pay for shares of each Designated Portfolio on the same
day that it notifies the Fund of a purchase request for such shares.
Payment for Designated Portfolio shares shall be made in federal funds
transmitted to the Fund by wire to be received by the Fund by 4:00 p.m.
Eastern Time on the day the Fund is notified of the purchase request for
Designated Portfolio shares (unless the Fund determines and so advises the
Company that sufficient proceeds are available from redemption of shares of
other Designated Portfolios effected pursuant to redemption requests
tendered by the Company on behalf of the Account). If federal funds are not
received on time, such funds will be invested, and Designated Portfolio
shares purchased thereby will be issued, as soon as practicable and the
Company shall promptly, upon the Fund's request, reimburse the Fund for any
charges, costs, fees, interest or other expenses incurred by the Fund in
connection with any advances to, or borrowing or overdrafts by, the Fund,
or any similar expenses incurred by the Fund, as a result of portfolio
transactions effected by the Fund based upon such purchase request. Upon
receipt of federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the
Fund.
(c) Payment for Designated Portfolio shares redeemed by the Account or the
Company shall be made in federal funds transmitted by wire to the Company
or any other designated person on the next Business Day after the Fund is
properly notified of the redemption order of such shares (unless redemption
proceeds are to be applied to the purchase of shares of other Designated
Portfolio in accordance with Section 1.3(b) of this Agreement), except that
the Fund reserves the right to redeem Designated Portfolio shares in assets
other than cash and to delay payment of redemption proceeds to the extent
permitted under Section 22(e) of the 1940 Act and any Rules thereunder, and
in accordance with the procedures and policies of the Fund as described in
the then current prospectus. The Fund shall not bear any responsibility
whatsoever for the proper disbursement or crediting of redemption proceeds
by the Company, the Company alone shall be responsible for such action.
(d) Any purchase or redemption request for Designated Portfolio shares held
or to be held in the Company's general account shall be effected at the
net asset value per share next determined after the Fund's receipt of
such request, provided that, in the case of a purchase request, payment
for Fund shares so requested is received by the Fund in federal funds
prior to close of business for determination of such value, as defined
from time to time in the Fund Prospectus.
1.4. The Fund shall use its best efforts to make the net asset value per share
for each Designated Portfolio available to the Company by 6:30 p.m. Eastern Time
each Business Day, and in any event, as soon as reasonably practicable after the
net asset value per share for such Designated Portfolio is calculated, and shall
calculate such net asset value in accordance with the Fund's Prospectus. Neither
the Fund, any Designated Portfolio, the Underwriter, nor any of their affiliates
shall be liable for any information provided to the Company pursuant to this
Agreement which information is based on incorrect information supplied by the
Company or any other Participating Insurance Company to the Fund or the
Underwriter.
1.5. The Fund shall furnish notice (by wire or telephone followed by written
confirmation) to the Company as soon as reasonably practicable of any income
dividends or capital gain distributions payable on any Designated Portfolio
shares. The Company, on its behalf and on behalf of the Account, hereby elects
to receive all such dividends and distributions as are payable on any Designated
Portfolio shares in the form of additional shares of that Designated Portfolio.
The Company reserves the right, on its behalf and on behalf of the Account, to
revoke this election and to receive all such dividends and capital gain
distributions in cash. The Fund shall notify the Company promptly of the number
of Designated Portfolio shares so issued as payment of such dividends and
distributions. The Fund shall provide an annual calendar of dividend and
distribution dates, which may be amended from time to time.
1.6. Issuance and transfer of Fund shares shall be by book entry only. Stock
certificates will not be issued to the Company or the Account. Purchase and
redemption orders for Fund shares shall be recorded in an appropriate ledger for
the Account or the appropriate subaccount of the Account.
1.7. (a) The parties hereto acknowledge that the arrangement contemplated by
this Agreement is not exclusive; the Fund's shares may be sold to other
insurance companies (subject to Section 1.8 hereof) and the cash value of the
Contracts may be invested in other investment companies.
The Company shall not, without prior notice to the Underwriter (unless
otherwise required by applicable law), take any action to operate the Account as
a management investment company under the 1940 Act.
(c) The Company shall not, without prior notice to the Underwriter (unless
otherwise required by applicable law), induce Contract owners to change or
modify the Fund or change the Fund's distributor or investment adviser.
(d) The Company shall not, without prior notice to the Fund, induce Contract
owners to vote on any matter submitted for consideration by the
shareholders of the Fund in a manner other than as recommended by the Board
of Trustees of the Fund.
1.8. The Underwriter and the Fund shall sell Fund shares only to Participating
Insurance Companies and their separate accounts and to persons or plans
("Qualified Persons") that represent to the Underwriter and the Fund that they
qualify to purchase shares of the Fund under Section 817(h) of the Internal
Revenue Code of 1986, as amended (the "Code") and the regulations thereunder
without impairing the ability of the Account to consider the portfolio
investments of the Fund as constituting investments of the Account for the
purpose of satisfying the diversification requirements of Section 817(h). The
Underwriter and the Fund shall not sell Fund shares to any insurance company or
separate account unless an agreement substantially complying with Article VI of
this Agreement is in effect to govern such sales, to the extent required. The
Company hereby represents and warrants that it and the Account are Qualified
Persons. The Fund reserves the right to cease offering shares of any Designated
Portfolio in the discretion of the Fund.
ARTICLE II. Representations and Warranties
The Company represents and warrants that the Contracts (a)
are, or prior to issuance will be, registered under the 1933 Act, or (b) are not
registered because they are properly exempt from registration under the 1933 Act
or will be offered exclusively in transactions that are properly exempt from
registration under the 1933 Act. The Company further represents and warrants
that the Contracts will be issued and sold in compliance in all material
respects with all applicable federal securities and state securities and
insurance laws and that the sale of the Contracts shall comply in all material
respects with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law, that it has legally and validly established
the Account prior to any issuance or sale thereof as a segregated asset account
under North Carolina insurance laws, and that it (a) has registered or, prior to
any issuance or sale of the Contracts, will register the Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts, or alternatively (b) has not
registered the Account in proper reliance upon an exclusion from registration
under the 1940 Act. The Company shall register and qualify the Contracts or
interests therein as securities in accordance with the laws of the various
states only if and to the extent deemed advisable by the Company.
2.2. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with applicable state and federal securities laws and
that the Fund is and shall remain registered under the 1940 Act. The Fund shall
amend the registration statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its shares. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund or the Underwriter.
2.3. The Fund may make payments to finance distribution expenses pursuant to
Rule 12b-1 under the 1940 Act. Prior to financing distribution expenses pursuant
to Rule 12b-1, the Fund will have the Board, a majority of whom are not
interested persons of the Fund, formulate and approve a plan pursuant to Rule
12b-1 under the 1940 Act to finance distribution expenses.
2.4. The Fund makes no representations as to whether any aspect of its
operations, including, but not limited to, investment policies, fees and
expenses, complies with the insurance and other applicable laws of the various
states, but may do so upon request.
2.5. The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Delaware and that it does and will comply in all
material respects with the 1940 Act.
2.6. The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with any applicable state and federal securities laws.
2.7. The Fund and the Underwriter represent and warrant that all of their
trustees/directors, officers, employees, investment advisers, and other
individuals or entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.
2.8. The Company represents and warrants it will maintain a blanket fidelity
bond or similar coverage issued by a reputable bonding company in an amount
appropriate to the Company's obligations under this Agreement.
2.9. ARTICLE III. Prospectuses and Proxy Statements; Voting
The Underwriter shall provide the Company with as many copies
of the Fund's current prospectus (describing only the Designated Portfolios
listed on Schedule A) or, to the extent permitted, the Fund's profiles as the
Company may reasonably request. The Company shall bear the expense of printing
copies of the current prospectus and profiles for the Contracts that will be
distributed to existing Contract owners, and the Company shall bear the expense
of printing copies of the Fund's prospectus and profiles that are used in
connection with offering the Contracts issued by the Company. If requested by
the Company in lieu thereof, the Fund shall provide such documentation
(including a final copy of the new prospectus in electronic format at the Fund's
expense) and other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus for the Fund is
amended) to have the prospectus for the Contracts and the Fund's prospectus or
profile printed together in one document (the payment of such printing costs to
be governed by the provisions of Section 5.3 of this Agreement).
3.2. The Fund's prospectus shall state that the current Statement of Additional
Information ("SAI") for the Fund is available, and the Underwriter (or the
Fund), at its expense, shall provide a reasonable number of copies of such SAI
free of charge to the Company for itself and for any owner of a Contract who
requests such SAI.
3.3. The Fund shall provide the Company with information regarding the Fund's
expenses, which information may include a table of fees and related narrative
disclosure for use in any prospectus or other descriptive document relating to a
Contract. The Company agrees that it will use such information in the form
provided. The Company shall provide prior written notice of any proposed
modification of such information, which notice will describe in detail the
manner in which the Company proposes to modify the information, and agrees that
it may not modify such information in any way without the prior consent of the
Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to shareholders describing only the Designated
Portfolio(s) in Schedule A, and other communications to shareholders in such
quantity as the Company shall reasonably require for distributing to Contract
owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received from Contract
owners; and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of
such portfolio for which instructions have been
received,
so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contract owners or to the
extent otherwise required by law. The Company will vote Fund shares held in any
segregated asset account in the same proportion as Fund shares of such portfolio
for which voting instructions have been received from Contract owners, to the
extent permitted by law.
3.6. Participating Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in a Designated Portfolio
calculates voting privileges as required by the Mixed and Shared Funding
Exemptive Order and consistent with any reasonable standards that the Fund may
adopt and provide in writing.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece of sales literature or other promotional material that
the Company develops and in which the Fund (or a Designated Portfolio thereof)
or the Adviser or the Underwriter is named. No such material shall be used until
approved by the Fund or its designee, and the Fund will use its best efforts for
it or its designee to review such sales literature or promotional material
within four Business Days after receipt of such material. The Fund or its
designee reserves the right to reasonably object to the continued use of any
such sales literature or other promotional material in which the Fund (or a
Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no
such material shall be used if the Fund or its designee so object.
4.2. The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund or the Adviser or the
Underwriter in connection with the sale of the Contracts other than the
information or representations contained in the registration statement or
prospectus or SAI for the Fund shares, as such registration statement and
prospectus or SAI may be amended or supplemented from time to time, or in
reports or proxy statements for the Fund, or in sales literature or other
promotional material approved by the Fund or its designee or by the Underwriter,
except with the permission of the Fund or the Underwriter or the designee of
either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to
be furnished, to the Company, each piece of sales literature or other
promotional material that it develops and in which the Company, and/or its
Account, is named. No such material shall be used until approved by the Company,
and the Company will use its best efforts to review such sales literature or
promotional material within ten Business Days after receipt of such material.
The Company reserves the right to reasonably object to the continued use of any
such sales literature or other promotional material in which the Company and/or
its Account is named, and no such material shall be used if the Company so
objects.
4.4. The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account,
or the Contracts other than the information or representations contained in a
registration statement, prospectus (which shall include an offering memorandum,
if any, if the Contracts issued by the Company or interests therein are not
registered under the 1933 Act), or SAI for the Contracts, as such registration
statement, prospectus, or SAI may be amended or supplemented from time to time,
or in published reports for the Account which are in the public domain or
approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, SAIs, reports, proxy statements, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Fund or its shares, promptly after the filing of such document(s)
with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses (which shall include an offering
memorandum, if any, if the Contracts issued by the Company or interests therein
are not registered under the 1933 Act), SAIs, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments to any of the
above, that relate to the Contracts or the Account, promptly after the filing of
such document(s) with the SEC or other regulatory authorities. The Company shall
provide to the Fund and the Underwriter any complaints received from the
Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably
practicable of any proxy solicitation for any Designated Portfolio, and of any
material change in the Fund's registration statement, particularly any change
resulting in a change to the registration statement or prospectus for any
Account. The Fund will work with the Company so as to enable the Company to
solicit proxies from Contract owners, or to make changes to its prospectus or
registration statement, in an orderly manner. The Fund will make reasonable
efforts to attempt to have changes affecting Contract prospectuses become
effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other
promotional materials" includes, but is not limited to, any of the following
that refer to the Fund or any affiliate of the Fund: advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, reports, market
letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
SAIs, shareholder reports, proxy materials, and any other communications
distributed or made generally available with regard to the Fund.
ARTICLE V. Fees and Expenses
The Fund and the Underwriter shall pay no fee or other
compensation to the Company under this Agreement, except that if the Fund or any
Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance
distribution expenses, then the Fund or Underwriter may make payments to the
Company or to the underwriter for the Contracts if and in amounts agreed to by
the Underwriter in writing, and such payments will be made out of existing fees
otherwise payable to the Underwriter, past profits of the Underwriter, or other
resources available to the Underwriter. Currently, no such payments are
contemplated.
5.2. All expenses incident to performance by the Fund under this Agreement shall
be paid by the Fund. The Fund shall see to it that all its shares are registered
and authorized for issuance in accordance with applicable federal law and, if
and to the extent deemed advisable by the Fund, in accordance with applicable
state laws prior to their sale. The Fund shall bear the expenses for the cost of
registration and qualification of the Fund's shares, preparation and filing of
the Fund's prospectus and registration statement, proxy materials and reports,
setting the prospectus in type, setting in type and printing and distributing
the proxy materials and setting in type and printing reports to shareholders
(including the costs of printing a prospectus that constitutes an annual
report), the preparation of all statements and notices required by any federal
or state law, and all taxes on the issuance or transfer of the Fund's shares.
5.3. For the first 14 months following the effective date of this Agreement, the
Fund shall contribute a maximum of $5,000 in aggregate towards the expenses of
printing and distributing the Fund's prospectus to owners of Contracts issued by
the Company and of distributing the Fund's periodic reports to such Contract
owners, with any additional expenses to be borne by the Company. The Fund and
the Company may agree at a future date to adjust the amount contributed by the
Fund for expenses described under this Section 5.3.
ARTICLE VI. Diversification and Qualification
The Fund will invest its assets in such a manner as to ensure
that the Contracts will be treated as annuity or life insurance contracts,
whichever is appropriate, under the Code and the regulations issued thereunder
(or any successor provisions). Without limiting the scope of the foregoing, each
Designated Portfolio has complied and will continue to comply with Section
817(h) of the Code and Treasury Regulation ss.1.817-5, and any Treasury
interpretations thereof, relating to the diversification requirements for
variable annuity, endowment, or life insurance contracts, and any amendments or
other modifications or successor provisions to such Section or Regulations. In
the event of a breach of this Article VI by the Fund, it will take all
reasonable steps (a) to notify the Company of such breach and (b) to adequately
diversify the Fund so as to achieve compliance within the grace period afforded
by Regulation 1.817-5.
6.2. The Fund represents that it shall maintain qualification as a Regulated
Investment Company under Subchapter M of the Code (under Subchapter M or any
successor or similar provisions) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
6.3. The Company represents that the Contracts are currently, and at the time of
issuance shall be, treated as life insurance or annuity insurance contracts,
under applicable provisions of the Code, and that it will make every effort to
maintain such treatment, and that it will notify the Fund and the Underwriter
immediately upon having a reasonable basis for believing the Contracts have
ceased to be so treated or that they might not be so treated in the future. To
the extent applicable under federal securities law, the Company agrees that any
prospectus offering a contract that is a "modified endowment contract" as that
term is defined in Section 7702A of the Code (or any successor or similar
provision), shall identify such contract as a modified endowment contract.
ARTICLE VII. Potential Conflicts
The following provisions shall apply only upon the sale of shares of the Fund to
variable life insurance separate accounts, and then only to the extent required
under the 1940 Act.
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the Contract owners of all
separate accounts investing in the Fund and all other persons investing in the
Fund. An irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of contract owners. The Board
shall promptly inform the Company if it determines that a material
irreconcilable conflict exists and the implications thereof.
7.2. The Company, with a view only to the interests of Contract owners, will
report any potential or existing conflicts of which it is aware to the Board.
The Company, with a view only to the interests of Contract owners, will assist
the Board in carrying out its responsibilities under the Mixed and Shared
Funding Exemptive Order, by providing the Board with all information reasonably
necessary for the Board to consider any issues raised. This includes, but is not
limited to, an obligation by the Company to inform the Board whenever Contract
owner voting instructions are disregarded. No less than annually, the Company
shall submit to the Board such reports, materials, or data as the Board
reasonably requests so that the Board may carry out its obligations under the
Mixed and Shared Funding Exemptive Order.
7.3. If it is determined by a majority of the Board, or a majority of its
disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Board members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement with respect to each Account (at the
Company's expense); provided, however, that such withdrawal and termination
shall be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Any such withdrawal and termination must take place within six (6) months after
the Fund gives written notice that this provision is being implemented, and
until the end of that six month period the Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.
7.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account within six months after the Board informs the Company in writing
that it has determined that such decision has created a material irreconcilable
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Until the
end of the foregoing six month period, the Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.
7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority of
the disinterested members of the Board shall determine whether any proposed
action adequately remedies any material irreconcilable conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.3 to establish a new funding
medium for the Contract if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the material
irreconcilable conflict. In the event that the Board determines that any
proposed action does not adequately remedy any material irreconcilable conflict,
then the Company will withdraw the Account's investment in the Fund and
terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination; provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
7.7. If and to the extent the Mixed and Shared Funding Exemption Order or any
amendment thereto contains terms and conditions different from Sections 3.4,
3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or
the Participating Insurance Companies, as appropriate, shall take such steps as
may be necessary to comply with the Mixed and Shared Funding Exemptive Order,
and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in the Mixed and Shared Funding
Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2
and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive
relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Mixed and Shared
Funding Exemptive Order) on terms and conditions materially different from those
contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund
and/or the Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and
Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections
3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in
effect only to the extent that terms and conditions substantially identical to
such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
Indemnification by the Company
8.1(a). The Company agrees to indemnify and hold harmless the Fund and the
Underwriter and the trustees/directors and officers of each, and each
person, if any, who controls the Fund or Underwriter within the meaning of
Section 15 of the 1933 Act or who is under common control with the Fund or
the Underwriter (collectively, the "Indemnified Parties" for purposes of
this Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue
statements of any material fact contained in the registration statement,
prospectus (which shall include a written description of a Contract that is
not registered under the 1933 Act), or SAI for the Contracts or contained
in the Contracts or sales literature for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not apply as to
any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished to the Company by or on behalf of the Fund for use in
the registration statement, prospectus or SAI for the Contracts or in the
Contracts or sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than
statements or representations contained in the registration statement,
prospectus, SAI, or sales literature of the Fund not supplied by the
Company or persons under its control) or wrongful conduct of the Company or
its agents or persons under the Company's authorization or control, with
respect to the sale or distribution of the Contracts or Fund shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI, or
sales literature of the Fund or any amendment thereof or supplement thereto
or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading if such a statement or omission was made in reliance upon
information furnished to the Fund by or on behalf of the Company; or
(iv) arise as a result of any material failure by the Company to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or otherwise,
to comply with the qualification requirements specified in Article VI of
this Agreement); or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of or
result from any other material breach of this Agreement by the Company; as
limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation to
which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in
the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of its obligations or duties under
this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received
notice of such service on any designated agent), but failure to notify the
Company of any such claim shall not relieve the Company from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In
case any such action is brought against an Indemnified Party, the Company
shall be entitled to participate, at its own expense, in the defense of
such action. The Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action. After
notice from the Company to such party of the Company's election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses
of any additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection
with the issuance or sale of the Fund shares or the Contracts or the
operation of the Fund.
8.2. Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and
each of its directors and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act (collectively,
the "Indemnified Parties" for purposes of this Section 8.2) against any and
all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may
become subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement or
prospectus or SAI or sales literature of the Fund (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not apply as to
any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished to the Underwriter or Fund by or on behalf of the
Company for use in the registration statement, prospectus or SAI for the
Fund or in sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or
representations contained in the registration
statement, prospectus, SAI or sales literature for
the Contracts not supplied by the Underwriter or
persons under its control) or wrongful conduct of the
Fund or Underwriter or persons under their control,
with respect to the sale or distribution of the
Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a
registration statement, prospectus, SAI or sales
literature covering the Contracts, or any amendment
thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make
the statement or statements therein not misleading,
if such statement or omission was made in reliance
upon information furnished to the Company by or on
behalf of the Fund or the Underwriter; or
(iv) arise as a result of any failure by the Fund or the
Underwriter to provide the services and furnish the
materials under the terms of this Agreement,
including, without limiting the foregoing, a
materially incorrect or untimely calculation or
reporting of the daily net asset value per share or
distribution rate (and including a failure of the
Fund, whether unintentional or in good faith or
otherwise, to comply with the diversification and
other qualification requirements specified in Article
VI of this Agreement); or
(v) arise out of or result from any material breach
of any representation and/or warranty made by the
Underwriter in this Agreement or arise out of or
result from any other material breach of this
Agreement by the Underwriter;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation to
which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in
the performance or such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to the Company or the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Underwriter in
writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have
been served upon such Indemnified Party (or after such Indemnified
Party shall have received notice of such service on any designated
agent), but failure to notify the Underwriter of any such claim shall
not relieve the Underwriter from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any such
action is brought against an Indemnified Party, the Underwriter will
be entitled to participate, at its own expense, in the defense
thereof. The Underwriter also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action.
After notice from the Underwriter to such party of the Underwriter's
election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other
than reasonable costs of investigation.
8.2(d). The Indemnified Parties will promptly notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the
Contracts or the operation of the Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company and each
of its directors and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section
8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Fund) or litigation (including legal and other expenses) to which the
Indemnified Parties may be required to pay or may become subject under
any statute or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
or settlements, are related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to
provide the services and furnish the materials under
the terms of this Agreement (including a failure,
whether unintentional or in good faith or otherwise,
to comply with the diversification and other
qualification requirements specified in Article VI of
this Agreement); or
(ii) arise out of or result from any material breach of
any representation and/or warranty made by the Fund
in this Agreement or arise out of or result from any
other material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to the Company, the Fund, the
Underwriter or the Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within
a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served
upon such Indemnified Party (or after such Indemnified Party shall
have received notice of such service on any designated agent), but
failure to notify the Fund of any such claim shall not relieve the
Fund from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against
the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be
entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Fund to such
party of the Fund's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional
counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify the Fund
of the commencement of any litigation or proceeding against it or any
of its respective officers or directors in connection with the
Agreement, the issuance or sale of the Contracts, the operation of the
Account, or the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of North
Carolina.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, any Mixed and Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
If, in the future, the Mixed and Shared Funding Exemptive Order should no longer
be necessary under applicable law, then Article VII shall no longer apply.
ARTICLE X. Termination
This Agreement shall continue in full force and effect until
the first to occur of:
(a) termination by any party, for any reason with respect
to some or all Designated Portfolios, by 45 days'
advance written notice delivered to the other
parties; or
(b) termination by the Company by written notice to the
Fund and the Underwriter based upon the Company's
determination that shares of the Fund are not
reasonably available to meet the requirements of the
Contracts; or
(c) termination by the Company by written notice to the
Fund and the Underwriter in the event any of the
Designated Portfolio's shares are not registered,
issued or sold in accordance with applicable state
and/or federal law or such law precludes the use of
such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or
(d) termination by the Fund or Underwriter in the event that formal
administrative proceedings are instituted against the Company by the NASD, the
SEC, the Insurance Commissioner or like official of any state or any other
regulatory body regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the operation of any Account, or the purchase of
the Fund's shares; provided, however, that the Fund or Underwriter determines in
its sole judgment exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the ability of the Company
to perform its obligations under this Agreement; or
(e) termination by the Company in the event that formal
administrative proceedings are instituted against the
Fund or Underwriter by the NASD, the SEC, or any
state securities or insurance department or any other
regulatory body; provided, however, that the Company
determines in its sole judgment exercised in good
faith, that any such administrative proceedings will
have a material adverse effect upon the ability of
the Fund or Underwriter to perform its obligations
under this Agreement; or
(f) termination by the Company by written notice to the
Fund and the Underwriter with respect to any
Designated Portfolio in the event that such Portfolio
ceases to qualify as a Regulated Investment Company
under Subchapter M or fails to comply with the
Section 817(h) diversification requirements specified
in Article VI hereof, or if the Company reasonably
believes that such Portfolio may fail to so qualify
or comply; or
(g) termination by the Fund or Underwriter by written
notice to the Company in the event that the Contracts
fail to meet the qualifications specified in Article
VI hereof; or
(h) termination by either the Fund or the Underwriter by
written notice to the Company, if either one or both
of the Fund or the Underwriter respectively, shall
determine, in their sole judgment exercised in good
faith, that the Company has suffered a material
adverse change in its business, operations, financial
condition, or prospects since the date of this
Agreement or is the subject of material adverse
publicity; or
(i) termination by the Company by written notice to the
Fund and the Underwriter, if the Company shall
determine, in its sole judgment exercised in good
faith, that the Fund, Adviser, or the Underwriter has
suffered a material adverse change in its business,
operations, financial condition or prospects since
the date of this Agreement or is the subject of
material adverse publicity; or
(j) termination by the Fund or the Underwriter by written
notice to the Company, if the Company gives the Fund
and the Underwriter the written notice specified in
Section 1.7(a)(ii) hereof and at the time such notice
was given there was no notice of termination
outstanding under any other provision of this
Agreement; provided, however, any termination under
this Section 10.1(j) shall be effective forty-five
days after the notice specified in Section 1.7(a)(ii)
was given; or
(k) termination by the Company upon any substitution of
the shares of another investment company or series
thereof for shares of a Designated Portfolio of the
Fund in accordance with the terms of the Contracts,
provided that the Company has given at least 45 days
prior written notice to the Fund and Underwriter of
the date of substitution; or
(l) termination by any party in the event that the Fund's
Board of Trustees determines that a material
irreconcilable conflict exists as provided in Article
VII.
10.2. Notwithstanding any termination of this Agreement, the Fund and the
Underwriter shall, at the option of the Company, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts"). The
Underwriter agrees to split the cost of seeking such an order, and the Company
agrees that it shall reasonably cooperate with the Underwriter and seek such an
order upon request. Specifically, the owners of the Existing Contracts may be
permitted to reallocate investments in the Fund, redeem investments in the Fund
and/or invest in the Fund upon the making of additional purchase payments under
the Existing Contracts (subject to any such election by the Underwriter). The
parties agree that this Section 10.2 shall not apply to any terminations under
Article VII and the effect of such Article VII terminations shall be governed by
Article VII of this Agreement. The parties further agree that this Section 10.2
shall not apply to any terminations under Section 10.1(g) of this Agreement.
10.3. The Company shall not redeem Fund shares attributable to the Contracts (as
opposed to Fund shares attributable to the Company's assets held in the Account)
except (i) as necessary to implement Contract owner initiated or approved
transactions, (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"), (iii) upon 45 days prior written notice
to the Fund and Underwriter, as permitted by an order of the SEC pursuant to
Section 26(b) of the 1940 Act, or (iv) as permitted under the terms of the
Contract. Upon request, the Company will promptly furnish to the Fund and the
Underwriter reasonable assurance that any redemption pursuant to clause (ii)
above is a Legally Required Redemption. Furthermore, except in cases where
permitted under the terms of the Contacts, the Company shall not prevent
Contract owners from allocating payments to a Portfolio that was otherwise
available under the Contracts without first giving the Fund or the Underwriter
45 days notice of its intention to do so.
10.4. Notwithstanding any termination of this Agreement, each party's obligation
under Article VIII to indemnify the other parties shall survive.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the Fund: PIMCO Variable Insurance Trust
840 Newport Center Drive, Suite 360
Newport Beach, CA 92660
If to the Company: Transamerica Life Insurance and Annuity Company
1150 South Olive Street
Los Angeles, CA 90015
Attention: Sandy Brown
If to Underwriter: PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, CT 06902
ARTICLE XII. Miscellaneous
All persons dealing with the Fund must look solely to the
property of the Fund, and in the case of a series company, the respective
Designated Portfolios listed on Schedule A hereto as though each such Designated
Portfolio had separately contracted with the Company and the Underwriter for the
enforcement of any claims against the Fund. The parties agree that neither the
Board, officers, agents or shareholders of the Fund assume any personal
liability or responsibility for obligations entered into by or on behalf of the
Fund.
12.2. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as such information has come into the
public domain.
12.3. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
12.5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the North Carolina Insurance Commissioner with any information
or reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the variable annuity
operations of the Company are being conducted in a manner consistent with the
North Carolina insurance laws and regulations and any other applicable law or
regulations.
12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies, and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereto.
12.9. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee copies of the following reports:
(a) the Company's annual statement (prepared under
statutory accounting principles) and annual report
filed with any state or federal regulatory body or
otherwise made available to the public, as soon as
practicable and in any event within 90 days after the
end of each fiscal year;
(b) the Company's quarterly statements (statutory), as
soon as practical and in any event within 45 days
after the end of each quarterly period;
(c) as it relates to the Contracts in Schedule A, any
financial statement, proxy statement, notice or
report of the Company sent to stockholders and/or
policyholders, as soon as practical after the
delivery thereof to stockholders;
(d) as it relates to the Contracts in Schedule A, any
registration statement (without exhibits) and
financial reports of the Company filed with the
Securities and Exchange Commission or any state
insurance regulatory, as soon as practicable after
the filing thereof; and
(e) as it relates to the Contracts in Schedule A, any
other report submitted to the Company by independent
accountants in connection with any annual, interim or
special audit made by them of the books of the
Company, as soon as practical after the receipt
thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By its authorized officer
By:
Title:
Date:
PIMCO VARIABLE INSURANCE TRUST
By its authorized officer
By:
Title:
Date:
PIMCO FUNDS DISTRIBUTORS LLC
By its authorized officer
By:
Title:
Date:
<PAGE>
A - 1
Schedule A
Contract Account Designated Portfolio(s)
1. Classic VA-6 PIMCO StocksPLUS Growth and Income
2. Catalyst VA-6 PIMCO StocksPLUS Growth and Income
3. Bounty VA-7 PIMCO StocksPLUS Growth and Income
Date: __________________
