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As filed with the Securities and Exchange Commission on _________, 1998.
Registration No. 811-
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FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
WRL SERIES LIFE CORPORATE ACCOUNT
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(Name of Unit Investment Trust)
WESTERN RESERVE LIFE ASSURANCE COMPANY OF OHIO
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(Name of Depositor)
201 Highland Avenue
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Largo, Florida 33770
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(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
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I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
WRL Series Life Corporate Account ("WRL")
The Separate Account has no Internal Revenue Service employer
identification number.
1. (b) Furnish title of each class or series of securities issued by the
trust.
Individual Variable Adjustable Flexible Premium Variable Life
Insurance Policy (the "Policy").
2. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification number of each depositor of the
trust.
Western Reserve Life Assurance Company Of Ohio ("Western
Reserve") 301 Highland Avenue, Largo, Florida 33770
Internal Revenue Service Employer Identification Number:
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3. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities
each custodian or trustee is acting.
Western Reserve will hold in its own custody all of the
securities.
4. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
Distribution of the Contract has not commenced. When
distribution commences, the principal underwriter will be
InterSecurities, Inc., 201 Highland Avenue, Largo, Florida
33770.
Internal Revenue Service Employer
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Identification Number:
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5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Ohio
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the trust
was organized and issued or proposes to issue securities.
Not applicable. There is no such indenture or agreement. WRL
Series Life Corporate Account Separate Account (the "Separate
Account"), was established by Western Reserve as a Separate
Investment Account on ______, 1998 under the Code of Ohio and
is subject to regulation by the Ohio Department of Insurance.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held
by the custodian or trustee.
Not applicable. Western Reserve intends to act as its own
custodian for the safekeeping of the Trust's assets.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
Name has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are
the subject, including the substance of the claims involved in such
proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to
be contemplated by a governmental authority. Include any proceeding which,
although immaterial itself, is representative of,
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or one of, a group which in the aggregate is material.
There are no pending legal proceedings commenced by, or known
to be contemplated by, a governmental authority and no pending
legal proceedings, material with respect to prospective
purchasers of the Policies, to which the Separate Account, the
depositor or the principal underwriter is a party to or to
which the assets of the Separate Account is subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
Holders
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policy which is to be issued is of the registered type
insofar as the Policy is personal to the Owner, and the
records concerning the Owner are maintained by or on behalf of
Western Reserve.
(b) Whether the securities are of the cumulative or distributive type.
The Policy is of the cumulative type, providing for no
distribution of income, dividends, or capital gains. Such
amounts are not separately identifiable but are reflected in
the insurance account value and death benefits under a Policy
at any time.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Prospectus filed
concurrently herewith on May , 1998, as part of a Registration
Statement on Form S-6 under the Securities Act of 1933,
describing variable adjustable life insurance policies (the
"Prospectus"), specifically, the section entitled "Surrenders
and Partial Withdrawals."
(d) The rights of security holders with respect to conversion, transfer,
partial
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redemption, and similar matters.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Free-Look Period" and
"Transfer Privileges."
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement with
respect to lapses or defaults or defaults by security holders in
making principal payments, and with respect to reinstatement.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Planned Periodic
Premiums" and "Policy Lapse and Reinstatement."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the right to exercise voting
rights pertaining to the trust's securities or the underlying
securities and the relationship of such persons to the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Voting Privileges."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the
trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the following sections
of the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "The Separate Account"
and Modification of the Policy."
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
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(2) the terms and conditions of the securities issued by the
trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Western Reserve and the
Separate Account and "Other Policy Provisions and Benefits."
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Summary," "Premiums,"
"Allocation of Net Premiums and Cash Value," "Policy Values,"
"Loans," and "Life Insurance
Benefits."
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of
securities comprising the portfolio of such investment company.)
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Investments of the
Separate Account."
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
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(e) The period during which the securities of such company have been the
underlying securities.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Investments of the
Separate Account," and "Sale of the Policies." The Separate
Account has not started operations and does not yet invest in
these Funds.
Information Concerning Load, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2)
underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or liquidated
assets of the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and
his relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Charges and Deductions."
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal payments.
See answer to Item 13(a).
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust. State
each different sales charge available as a percentage of the public
offering price and as a percentage of the net amount invested. List
any special purchase plans or methods established by rule or
exemptive order that reflect scheduled variations in, or elimination
of, the sales load; and identify each class of individuals or
transactions to which such plans apply.
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See answer to Item 13(a).
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at
which securities are offered for any class of transactions to any
class or group of individuals, including officers, directors, or
employees of the depositor, trustee, custodian or principal
underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities. (Assignment,
reinstatement, replacing lost certificates, etc.)
See Item 10(e).
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or
13(d) through the sale or purchase of the trust's securities or
underlying securities or interests in underlying securities, and
describe ties or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
Neither Western Reserve, InterSecurities, Inc. nor any of
their affiliates will receive any profits or benefits not
included in Item 13(a) above. Western Reserve will compensate
certain persons or other registered representatives. The
maximum sales commission payable to Western Reserve agents or
other registered representatives will be approximately 13% of
all premiums up to the Target Premium and 5% of all premiums
in excess thereof. In addition, certain production,
persistency and managerial bonuses may be paid.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to
the dividend and interest income from the trust property during the
period covered by the financial statements filed herewith.
Not applicable.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
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Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Applying for a Policy."
15. Described the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Premiums" and "Allocation
of Net Premiums and Cash Value."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Allocation of Net
Premiums and Net Cash Value."
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Free-Look Period,"
"Surrender and Partial Withdrawals," "Loans," and "Other
Policy Provisions and Benefits."
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
Western Reserve is required to process all surrender requests
as described in Item 10(c).
(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold.
A Policy, once totally surrendered, may not be resold.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the
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income and other distributable funds of the trust and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
All income and other distributable funds of the Separate
Account are reinvested in the shares of the funds that made
the distributions and will be added to the assets of the
Separate Account.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner of
handling of same.
The Separate Account holds certain reserves for the life
insurance benefits provided by the Policies.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for each
such distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made,
identify each such other source and indicate whether such
distribution represents the return of principal payments to security
holders. If payments other than cash were made, describe the nature
thereof, the account charged and the basis of determining the amount
of such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Reports to Owners."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
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Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
Not applicable.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The Separate Account has no trustee.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Not applicable.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Loans."
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated
person of the foregoing.
See paragraph (a) of this Item.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or affiliated
person of the foregoing and the aggregated amount of loans in
default at the end of the last fiscal year covered by financial
statements filed herewith.
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Loans are available to Owners in accordance with the loan
provisions of the Policy. See paragraph (a) of this Item.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Other Policy Provisions
and Benefits."
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
A fidelity bond in the amount of $ million covering Western
Reserve's officers and employees has been issued by _________.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
Not applicable.
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form or organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
Western Reserve was originally incorporated under the laws of
Ohio on October 1, 1957. Western Reserve is engaged in the
business of writing life insurance policies and annuity
contracts.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of the
trust during the period covered by the financial statements filed
herewith.
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Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company.
Not applicable.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the
name or names of such company or companies, their relationship, if any, to
the trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstance surrounding such cessation.
Western Reserve is admitted to do business in 49 states and the
District of Columbia. Western Reserve is a wholly owned subsidiary
of First AUSA Life Insurance Company ("First AUSA"), a stock life
insurance company which is a wholly owned subsidiary of AEGON USA,
Inc. ("AEGON"). AEGON is a financial services holding company whose
primary emphasis is on life and health insurance and annuity and
investment products.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect to
each natural person directly or indirectly owning, controlling or
holding with power to vote 5% or more of the outstanding voting
securities of the depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor of the
trust;
(iii) ownership of all securities of the depositor;
(iv) other companies of which each person named above is presently
officer, director, or partner.
See answer to Item 28(b) and Item 29.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
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Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Western Reserve's
Directors and Executive Officers."
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of the
depositor: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.
See Item 25.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item
31(a), stating separately the aggregate amount paid by the depositor
itself and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services
rendered with respect to the
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Separate Account.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
Compensation to Employees
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in
Items 31 and 32) who received remuneration in excess of $10,000
during the last fiscal year covered by financial statements filed
herewith from the depositor and any of its subsidiaries.
Not applicable. See Item 31.
(b) Furnish the following information with respect to the remuneration
for services paid directly during the last fiscal year covered by
financial statement filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a)): (1)
Sales managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Note applicable. See Item 31.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal
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year covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discounted, indicating by appropriate letter the status with
respect to each state.
The Policy will be offered in 49 states and the District of
Columbia.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied authority to
distribute securities of the trust, excluding a denial which was
merely a procedural step prior to any determination by such officer,
etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental officer, agency or regulatory body.
Not applicable.
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38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Sale of the Policies."
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
See Item 38(a).
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesman, etc. with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
See Item 38(a).
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
InterSecurities, Inc., an affiliate of Western Reserve is
located at 201 Highland Avenue, Largo, Florida 33770.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
InterSecurities, Inc. is a member of the National Association
of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale of
securities of the trust and any other functions in connection
therewith exercised by such underwriter in such capacity or
otherwise during the period covered by the financial statements
filed herewith.
Not applicable.
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(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1)The nature of such fee or participation.
(2)The name of the person making payment.
(3)The nature of the services rendered in consideration for such fee
or participation.
(4)The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state
the name or names of such company or companies, their relationship,
if any, to the trust and the nature of such activities. If a
principal underwriter has ceased to act in such named capacity,
state the date of and the circumstances surrounding such cessation.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Sale of the Policies."
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person
in charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not applicable. Securities of the Separate Account have not
yet been distributed by the principal underwriter or any of
its representatives.
42. Furnish as at latest practicable date the following information with
respect to each
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principal underwriter currently distributing securities of the trust and
with respect to each of the officers, directors or partners of such
underwriter: (a) name and principal business address; (b) position with
principal underwriter; (c) ownership of securities of the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering
price to the public of securities issued by the trust or the
valuation of shares or interests in the underlying securities
acquired by the holder of a periodic payment plan certificate:
(1)The source of quotations used to determine the value of portfolio
securities.
(2)Whether opening, closing, bid, asked or any other price is used.
(3)Whether price is as of the day of sale or as of any other time.
(4)A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5)Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6)Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Policy Values."
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<PAGE> 20
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
There will not be any variation in offering price.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
See Item 44(a).
(2) Whether opening, closing, bid, asked or any other price is used.
See Item 44(a).
(3) Whether price is as of the day of sale or as of any other time.
As of the day a request for surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See Item 44(a) and 18(c).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
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<PAGE> 21
See Item 10(c).
(6)Whether adjustments are made for fractions. Not applicable.
Not applicable.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at latest
practicable date.
Not applicable.
Purchase and Sale of Interests in Underlying Securities from and to Security
Holders
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains
such a position. Include a description of the procedure with respect to
the purchase of underlying securities or interests in underlying
securities from security holders who exercise redemption or withdrawal
rights and the sale of such underlying securities and interests in the
underlying securities to other security holders. State whether the method
of valuation of such underlying securities or interests in underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
Shares of the Funds are purchased at net asset value. These
shares are currently available as an investment medium for
both variable annuity contracts and variable life policies
issued by Western Reserve or other unaffiliated insurance
companies. The Funds sell and redeem their shares at net asset
value.
V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee
or custodian
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<PAGE> 22
was organized.
(d) Name of governmental supervising or examining authority.
Not applicable.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or expenses
are prepaid, state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture or
agreement with respect thereto.
Not applicable.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
The name and address of Western Reserve are set forth in
Item 2.
(b) The types of Policies and whether individual or group Policies.
The Policy is a variable adjustable life insurance policy,
which is issued on an individual basis.
(c) The types of risks insured and excluded.
See Item 10(i). Western Reserve assumes the risk that the
deductions made for insurance risks will prove inadequate to
cover actual insurance costs. Western Reserve also assumes the
risk that deductions for expenses may be inadequate.
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<PAGE> 23
(d) The coverage of the Policies.
See Paragraph (c) of this Item. The minimum Face Amount is
stated in the Policy. Life insurance proceeds will be reduced
by any outstanding indebtedness and any due and unpaid
charges.
(e) The Beneficiaries of such Policies and the uses to which the
proceeds of Policies must be put.
The recipient of the benefits of the insurance undertakings
described in Items 10(i) and 51(c) is either the Owner or the
Beneficiary specified in the Policy. There are no restrictions
on the use of the proceeds other than those established by the
Owner.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are an
integral part of the Policy and may not be terminated while
the Policy remains in effect.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See Items 13(a) and 13(d) for the amount of charges imposed.
See Items 10(c), 10(i) and 44(c) for the manner in which the
premium is determined.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
No person other than Western Reserve receives any part of the
amounts deducted for assumption of mortality and expense
risks.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
VII.
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<PAGE> 24
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method
of selection by which particular portfolio securities must or may be
eliminated from assets of the trust or must or may be replaced by
other portfolio securities. If an investment adviser or other
person is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian,
and any principal underwriter, and the amount of remuneration to be
received for such services. If any particular person is not
designated in the indenture or agreement, describe briefly the
method of selection of such person.
See Items 10(g) and 10(h) as regards Western Reserve's right
to substitute any other investment for shares of any Fund.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the
period covered by the financial statements filed herewith.
Not applicable.
(c) Describe the Policy of the trust with respect to the substitution
and elimination of the underlying securities of the trust with
respect to:
(1)the grounds for elimination and substitution;
(2)the type of securities which may be substituted;
(3)whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
Policy of concentration of investment in a particular industry or
group of industries;
(4)whether such substituted securities may be the securities of
another investment company; and
(5)the substance of the provisions of any indenture or agreement
which authorize or restrict the Policy of the registrant in this
regard.
See Items 10(g) and 10(h).
(d) Furnish a description of any Policy (exclusive of Policies covered
by paragraphs
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<PAGE> 25
(a) and (b) herein) of the trust which is deemed a matter of
fundamental policy and which is elected to be treated as such.
None.
53. (a) State the taxable status of the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Federal Tax
Considerations."
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention with
respect to such qualifications during the current taxable year.
Not applicable. See Item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during each period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
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<PAGE> 26
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment payment type of periodic
payment plan certificate out standing as at the latest practicable date.
Not applicable.
59. Financial Statements:
Financial Statements of the Trust
The Trust has not yet commenced operations and, therefore,
financial statements are not available at this time.
Financial Statements of the Depositor
The financial statements of WRL Series Life Corporate Account
will be provided in a Pre-Effective Amendment to the Registration
Statement on Form S-6.
IX.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1)The indenture or agreement under the terms of which the Trust was
organized or issued securities.
(2)The indenture or agreement pursuant to which the proceeds of
payments of securities are held by the custodian or trustee, if
such indenture or agreement is not the same as the indenture or
agreement referred to in paragraph (1).
(3)Distributing policies:
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<PAGE> 27
(a)Agreements between the Trust and principal underwriter or
between the depositor and principal underwriter.
(b)Specimen of typical agreements between principal underwriter
and dealers, managers, sales supervisors and salesmen.
(c)Schedules of sales commissions.
(4)Any agreement between the depositor, principal underwriter and
the custodian or trustee other than indentures or agreement set
forth in paragraphs (1), (2) and (3) with respect to the Trust or
its securities.
(5)The form of each type of security.
(6)The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
(7)Any insurance policy between the Trust and the insurance company
or between the depositor and the insurance company, together with
the table of insurance premiums.
(8)Any agreement between the Trust or the depositor concerning the
Trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
(9)All other material policies not entered into in the ordinary
course of business of the Trust or of the depositor concerning
the Trust.
(10) Form of application for a periodic payment plan certificate.
Incorporated herein by reference to Part II filed concurrently
herewith on May __, 1998, as part of a Registration Statement on
Form S-6 under the Securities Act of 1933, describing variable
adjustable life insurance polices, specifically, the section
entitled: "Exhibits."
B. Furnish copies of each of the following:
(1)Each notice sent to security holders pursuant to Section 19 of
the Act prior to the date of the filing of this form.
Not applicable.
(2)Each annual report sent to security holders covering each fiscal
year ending
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<PAGE> 28
after January 1, 1937, exclusive of reports, copies of which have
heretofore been filed with the Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the Trust,
distributed securities of the Trust during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
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<PAGE> 29
Pursuant to the requirements of the Investment Company Act of 1940, the
Depositor of the Registrant has caused this Registration Statement to be duly
signed on behalf of the Registrant in the City of Largo, and the State of
Florida on the 17th day of June, 1998.
[Seal]
WRL Series Life Corporate Account
By: Western Reserve Life Assurance Company Of Ohio
----------------------------------------------
(Name of depositor)
By: /s/ JOHN R. KENNEY
-------------------------
Typed Name: John R. Kenney
-------------------------
Attest: /s/ PRISCILLA I. HECHLER
--------------------------
Priscilla I. Hechler
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