SEPARATE ACCOUNT VA H, N-4, 2000-08-11

SEPARATE ACCOUNT VA H
N-4, 2000-08-11

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<PAGE>

As filed with the Securities and Exchange Commission on August 11, 2000

Registration No. 333-
811-

SECURITIES AND EXCHANGE COMMISSION
----------------------------------
WASHINGTON, D.C. 20549

DREYFUS ADVISOR ADVANTAGE

FORM N-4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ___
Post-Effective Amendment No. ___

and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No.

SEPARATE ACCOUNT VA H
(Exact Name of Registrant)

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
(Name of Depositor)

1150 South Olive
Los Angeles, CA 90015
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number: (213) 742-2111

Frank A. Camp, Esq.
Transamerica Occidental Life Insurance Company
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499-0001
(Name and Address of Agent for Service)

Copy to:
Frederick R. Bellamy, Esq.
Sutherland Asbill and Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
<PAGE>

Title of Securities Being Registered: Flexible Premium Variable Annuity
------------------------------------
Policies

Approximate Date of Proposed Public Offering:
--------------------------------------------

As soon as practicable after the effective date of the Registration statement.

Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

DREYFUS
ADVISOR ADVANTAGE
VARIABLE ANNUITY

Issued Through

SEPARATE ACCOUNT VA H

TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY

Prospectus
_________,2000

This prospectus and the mutual fund prospectuses give you important information
about the variable annuity contracts and the mutual funds. Please read them
carefully before you invest and keep them for future reference.

If you would like more information about the Dreyfus Advisor Advantage Variable
Annuity, you can obtain a free copy of the Statement of Additional Information
(SAI) dated__________, 2000. Please call us at 877-717-8861 or write us at:
Transamerica Occidental Life Insurance Company, Annuity Service Center, 4333
Edgewood Road N.E., Cedar Rapids, Iowa, 52499-0111. A registration statement,
including the SAI, has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference. Information about the separate
account can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. You may obtain information about the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
web site (http://www.sec.gov) that contains the prospectus, the SAI, material
incorporated by reference, and other information. The table of contents of the
SAI is included at the end of this prospectus.

Please note that the contracts and the mutual funds:
. are not bank deposits
. are not federally insured
. are not endorsed by any bank or government agency
. are not guaranteed to achieve their goal
. are subject to risks, including loss of purchase payments

The Securities and Exchange Commission has not approved or disapproved these
securities, or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

This flexible purchase payment deferred annuity contract has many investment
choices. There is a fixed account, which offers interest at rates that are
guaranteed by Transamerica Occidental Life Insurance Company (Transamerica), and
twenty-six mutual fund portfolios offered by the underlying funds listed below.
You can choose any combination of these investment choices. You bear the entire
investment risk for all amounts you put in the mutual fund portfolios.

DREYFUS VARIABLE INVESTMENT FUND
Managed by The Dreyfus Corporation
Balanced Portfolio
Appreciation Portfolio
Disciplined Stock Portfolio
Growth and Income Portfolio
International Value Portfolio
Limited Term High Income Portfolio
Money Market Portfolio
Quality Bond Portfolio
Small Cap Portfolio
Small Company Stock Portfolio
Special Value Portfolio

DREYFUS STOCK INDEX FUND
Managed by The Dreyfus Corporation and Mellon Equity Associates

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Managed by The Dreyfus Corporation

DREYFUS INVESTMENT PORTFOLIOS
Managed by The Dreyfus Corporation
Core Bond Portfolio
Core Value Portfolio
Emerging Leaders Portfolio
Emerging Markets Portfolio
European Equity Portfolio
Founders Discovery Portfolio
Founders Growth Portfolio
Founders International Equity Portfolio
Founders Passport Portfolio
Japan Portfolio
MidCap Stock Portfolio
Technology Growth Portfolio

TRANSAMERICA VARIABLE
INSURANCE FUND, INC.
Managed by Transamerica
Investment Management, LLC
Transamerica VIF Growth Portfolio

1
<PAGE>

TABLE OF CONTENTS Page

GLOSSARY OF TERMS................................................

SUMMARY..........................................................

ANNUITY CONTRACT FEE TABLE.......................................

EXAMPLES.........................................................

1. THE ANNUITY CONTRACT........................................

2. PURCHASE....................................................
Contract Issue Requirements.................................
Purchase Payments...........................................
Initial Purchase Payment Requirements.......................
Additional Purchase Payments................................
Maximum Total Purchase Payments.............................
Allocation of Purchase Payments.............................
Account Value...............................................

3. INVESTMENT CHOICES..........................................
The Separate Account........................................
The Fixed Account...........................................
Transfers...................................................

4. PERFORMANCE.................................................

5. EXPENSES....................................................
Mortality and Expense Risk Fee..............................
Administrative Charges......................................
Premium Taxes...............................................
Federal, State and Local Taxes..............................
Transfer Fee................................................
Guaranteed Minimum Income Benefit ..........................
Portfolio Management Fees...................................

6. ACCESS TO YOUR MONEY........................................
Surrenders..................................................
Delay of Payment and Transfers..............................

7. ANNUITY PAYMENTS
(THE INCOME PHASE)..........................................
Annuity Payment Options.....................................

8. DEATH BENEFIT...............................................
When We Pay A Death Benefit.................................

When We Do Not Pay A Death Benefit..........................
Amount of Death Benefit.....................................
Guaranteed Minimum Death Benefit............................

9. TAXES.......................................................
Annuity Contracts in General................................
Qualified and Nonqualified Contracts.......................
Withdrawals - Qualified Contracts...........................
Withdrawals - 403(b) Contracts..............................
Diversification and Distribution Requirements...............
Withdrawals - Nonqualified Contracts........................
Taxation of Death Benefit Proceeds..........................
Annuity Payments............................................
Transfers, Assignments or Exchanges
of Contracts..............................................
Possible Tax Law Changes....................................

10. ADDITIONAL FEATURES.........................................
Systematic Withdrawal Option................................
Guaranteed Minimum Income Benefit...........................
Telephone Transactions......................................
Dollar Cost Averaging Program...............................
Asset Rebalancing...........................................

11. OTHER INFORMATION...........................................
Ownership...................................................
Assignment..................................................
Transamerica Occidental
Life Insurance Company..................................
The Separate Account........................................
Mixed and Shared Funding....................................
Reinstatements..............................................
Voting Rights...............................................
Distributor of the Contract.................................
Variations in Certain Provisions............................
Insurance Marketplace Standards Association.................
Legal Proceedings...........................................
Financial Statements........................................

TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION........................................

APPENDIX A
Historical Performance Data

2
<PAGE>

GLOSSARY OF TERMS

Account Value--On or before the annuity commencement date, the account value is
equal to the owner's:
. purchase payments; minus
. partial withdrawals; plus
. interest credited in the fixed account; plus or minus
. accumulated gains or losses in the separate account; minus
. rider fees, premium taxes, and transfer fees, if any.

Accumulation Unit--An accounting unit of measure used in calculating the account
value in the separate account before the annuity commencement date.

Annuitant--The person during whose life any annuity payments involving life
contingencies will continue.

Annuity Commencement Date--The date upon which annuity payments are to commence.
This date may be any date at least thirty days after the contract date and may
be the latter of the last day of the contract month starting after the annuitant
attains age 100 or 10 years from contract issue, except as expressly allowed by
Transamerica.

Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.

Contract Year-- A contract year begins on the date in which the contract becomes
effective and on each anniversary thereof.

Fixed Account--One or more investment choices under the contract that are part
of Transamerica's general assets and are not in the separate account.

Guaranteed Period Option--The 1-year guaranteed interest rate period of the
fixed account which Transamerica offers and into which purchase payments may be
paid or amounts transferred.

Owner-- The person who may exercise all rights and privileges under the
contract. The owner during the lifetime of the annuitant and prior to the
annuity commencement date is the person designated as the owner or a successor
owner in the information that we require to issue a contract.

Separate Account--Separate Account VA H, a separate account established and
registered as a unit investment trust under the Investment Company Act of 1940,
as amended (the "1940 Act"), to which purchase payments under the contracts may
be allocated.

Subaccount--A subdivision within the separate account, the assets of which are
invested in specified funds or in portfolios of the underlying funds.

(Note: The SAI contains a more extensive Glossary.)

3
<PAGE>

SUMMARY

The sections in this summary correspond to sections in this prospectus, which
discuss the topics in more detail.

1. THE ANNUITY CONTRACT

The flexible purchase payment variable annuity contract offered by Transamerica
Occidental Life Insurance Company (Transamerica, we, us or our) provides a way
for you to invest on a tax-deferred basis in the following investment choices:
twenty-six subaccounts of the separate account and the fixed account of
Transamerica . The contract is intended to accumulate money for retirement or
other long-term investment purposes.

This contract offers twenty-six subaccounts in the separate account. Each
subaccount invests exclusively in shares of one of the funds or portfolios of
the underlying funds that are listed in Section 3. The account value may depend
on the investment experience of the selected subaccounts. Therefore, you bear
the entire investment risk with respect to all account value in any subaccount.
You could lose the amount that you invest.

The fixed account offers an interest rate that Transamerica guarantees. We
guarantee to return your investment with interest credited for all amounts
allocated to the fixed account. We reserve the right to limit transfers to the
fixed account if we are crediting 3% annual interest. No transfers are allowed
out of the dollar cost averaging fixed account option except through dollar cost
averaging.

Before the annuity commencement date, you can transfer money between any of the
investment choices. We reserve the right to impose a fee equal to the lesser of
$10 or 2% of the amount of the transfer for each transfer in excess of 18
transfers per contract year.

The contract, like all deferred annuities, has two phases: the "accumulation
phase" and the "income phase." During the accumulation phase, earnings
accumulate on a tax-deferred basis and are taxed as ordinary income when you
take them out of the contract. The income phase occurs when you begin receiving
regular payments from your contract. The money you can accumulate during the
accumulation phase will largely determine the income payments you receive during
the income phase.

You, as owner of the contract, exercise all rights under the contract. You can
change the owner at any time by notifying us in writing. An ownership change may
be a taxable event.

2. PURCHASE

You can buy a nonqualified or qualified contract with $25,000 or more, under
most circumstances. You can add a minimum additional payment of $1,000 at any
time during the accumulation phase.

3. INVESTMENT CHOICES

You can allocate your purchase payments to one or more of the following
portfolios which are described in the underlying fund prospectuses:

Balanced Portfolio
Appreciation Portfolio
Disciplined Stock Portfolio
Growth and Income Portfolio
International Value Portfolio
Limited Term High Income Portfolio
Money Market Portfolio
Quality Bond Portfolio
Small Cap Portfolio
Small Company Stock Portfolio
Special Value Portfolio
Dreyfus Stock Index Fund
The Dreyfus Socially Responsible Growth Fund, Inc.
Core Bond Portfolio
Core Value Portfolio
Emerging Leaders Portfolio
Emerging Markets Portfolio
European Equity Portfolio
Founders Discovery Portfolio
Founders Growth Portfolio
Founders International Equity Portfolio
Founders Passport Portfolio
Japan Portfolio
MidCap Stock Portfolio
Technology Growth Portfolio
Transamerica VIF Growth Portfolio

Depending upon their investment performance, you can make or lose money in any
of these portfolios.

4
<PAGE>

You can also allocate your purchase payments to the fixed account.

4. PERFORMANCE

The value of the contract will vary up or down depending upon the investment
performance of the subaccounts you choose. We provide past performance
information in Appendix A and in the SAI. This data does not indicate future
performance.

5. EXPENSES

No deductions are made from purchase payments so that the full amount of each
purchase payment is invested in your investment choice(s).

During the accumulation phase, we deduct daily mortality and expense risk fees
and administrative charges at an annual rate of 0.40%, 0.50% or 0.70% per year
from the assets in each subaccount (depending on the death benefit you select,
if any). During the income phase, we deduct daily mortality and expense risk
fees and administrative charges at an annual rate of 0.40% per year from the
assets in each subaccount. There is no annual service charge under the contract.

We will deduct state premium taxes, which currently range from 0% to 3.50%, upon
total surrender, payment of a death benefit, or when annuity payments begin.

If you elect the guaranteed minimum income benefit rider, then there is an
annual fee during the accumulation phase of either 0.15% or 0.35% of the minimum
annuitization value, based on the income rider selected. If one of the
guaranteed minimum death benefits is selected, then the annual rider fee during
the accumulation phase decreases to 0.10% or 0.30% of the minimum annuitization
value, based on the income rider selected. If you receive annuity payments under
the guaranteed minimum income benefit rider, and you select the guaranteed
minimum income benefit payment option, then there is an additional guaranteed
payment fee during the income phase at an annual rate of 1.25% of the daily net
asset value in the separate account.

The value of the units of the subaccounts will reflect the management fee and
other expenses incurred by the underlying portfolios.

6. ACCESS TO YOUR MONEY

You can generally take out $500 or more anytime during the accumulation phase
(except under certain qualified contracts).

You may have to pay income tax and a tax penalty on any money you take out.

Access to amounts held in qualified contracts may be restricted or prohibited.

7. ANNUITY PAYMENTS (THE INCOME PHASE)

The contract allows you to receive income under one of five annuity payment
options. You may choose from fixed payment options, variable payment options, or
a combination of both. If you select a variable payment option, the dollar
amount of your payments may go up or down.

8. DEATH BENEFIT

If you are both the owner and the annuitant and you die before the income phase
begins, then your beneficiary will receive a death benefit.

Naming different persons as owner and annuitant can affect whether the death
benefit is payable and to whom amounts will be paid. Use care when naming
owners, annuitants and beneficiaries, and consult your agent if you have
questions.

You may choose one of the following death benefits:
. Greater of 5% Annually Compounded through age 85 (to a maximum of 200% of
purchase payments) or Annual Step-Up through age 85
. Return of Purchase Payments
. Account Value

The charges deducted from the account value are higher for the Greater of 5%
Annually Compounded through age 85 (to a maximum of 200% of purchase payments)
or Annual Step-Up through age 85 death benefits than for the Return of Purchase
Payments and Account Value death benefits.

There is no guaranteed minimum death benefit if the owner or annuitant is age 85
or older on the contract date. In this case, the death benefit will be the
account value (at the time the death benefit is paid, not at the time of death).

5
<PAGE>

If the owner is not the annuitant, no death benefit is paid if the owner dies.

9. TAXES

Your earnings, if any, are not taxed until you take them out. If you take money
out during the accumulation phase, earnings come out first for federal tax
purposes, and are taxed as ordinary income. If you are younger than 59 1/2 when
you take money out, you may be charged a 10% federal penalty tax.

Payments during the income phase may be considered partly a return of your
original investment so that part of each payment would not be taxable as income.
However, once you have recovered your entire investment, the full amount of any
additional annuity payments will be taxable as ordinary income.

10. ADDITIONAL FEATURES

This contract has additional features that might interest you. These include the
following:

. You can arrange to have money automatically sent to you monthly, quarterly,
semi-annually or annually while your contract is in the accumulation phase.
This feature is referred to as the "systematic withdrawal option." Amounts
you receive may be included in your gross income, and in certain
circumstances, may be subject to penalty taxes.

. You can elect an optional rider that guarantees you a minimum annuitization
value. This feature is called the guaranteed minimum income benefit. It may
vary by state.

. You may make transfers and/or change the allocation of additional purchase
payments by telephone.

. You can arrange to have a certain amount of money (at least $500)
automatically transferred from the fixed account or the Money Market
Subaccount either monthly or quarterly, into your choice of subaccounts.
This feature is called "dollar cost averaging."

. We will, upon your request, automatically transfer amounts among the
subaccounts on a regular basis to maintain a desired allocation of the
account value among the various subaccounts. This feature is called "asset
rebalancing."

These features are not available in all states and may not be suitable for your
particular situation.

11. OTHER INFORMATION

Right to Cancel Period. You may return your contract for a refund. The amount of
time you have to return the contract will depend on the state where the contract
was issued. Our right to cancel period is 10 days (after you receive the
contract), or whatever longer time may be permitted by state law. The amount of
the refund will generally be the account value. We will pay the refund within 7
days after we receive written notice of cancellation and the returned contract.
The contract will then be deemed void. In some states you may have more or less
than 20 days to return a contract, or receive a refund of more (or less) than
the account value.

No Probate. Usually, when the annuitant dies, the person you choose as your
beneficiary will receive the death benefit under this contract without going
through probate. State laws vary on how the amount that may be paid is treated
for estate tax purposes.

Who should purchase the Contract? This contract is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or other
long-term purposes; and for persons who have maximized their use of other
retirement savings methods, such as 401(k) plans. The tax-deferred feature is
most beneficial for people in high federal and state tax brackets. The tax
deferral features of variable annuities are unnecessary when purchased to fund a
qualified plan. You should not buy this contract if you are looking for a
short-term investment or if you cannot take the risk of losing money that you
put in.

There are various fees and charges associated with variable annuities. You
should consider whether the features and benefits of this contract, such as the
opportunity for lifetime income payments, a guaranteed death benefit, the
guaranteed level of certain charges, and the guaranteed minimum income benefit,
make this contract appropriate for your needs.

Financial Statements. Financial Statements for Transamerica are in the SAI.

6
<PAGE>

12. INQUIRIES

If you need more information, please contact us at:

Transamerica Occidental Life Insurance Company
Annuity Service Center
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-0111

7
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================================

ANNUITY CONTRACT FEE TABLE

=================================================================================================================================
Separate Account Annual Expenses
Contract Owner Transaction Expenses (as a percentage of average account value)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales Load On Purchase Payments........................ 0 Mortality and Expense Risk Fee (2)........... 0.55%
Annual Service Charge...................... $0 Administrative Charge........................ 0.15%
-----
Transfer Fee(1)............................. Currently No Fee
TOTAL SEPARATE ACCOUNT
ANNUAL EXPENSES.............................. 0.70%
---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Portfolio Annual Expenses(3)
(as a percentage of average net assets and after expense reimbursements)
---------------------------------------------------------------------------------------------------------------------------------
Total
Rule Portfolio
Management Other 12b-1 Annual
Fees Expenses Fees Expenses
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced 0.75% 0.11% - 0.86%
Appreciation 0.75% 0.03% - 0.78%
Disciplined Stock 0.75% 0.06% - 0.81%
Growth and Income 0.75% 0.04% - 0.79%
International Value 1.00% 0.35% - 1.35%
Limited Term High Income 0.65% 0.19% - 0.84%
Money Market 0.50% 0.08% - 0.58%
Quality Bond 0.65% 0.09% - 0.74%
Small Cap 0.75% 0.03% - 0.78%
Small Company Stock 0.75% 0.22% - 0.97%
Special Value 0.75% 0.11% - 0.86%
Stock Index 0.25% 0.01% - 0.26%
Socially Responsible Growth 0.75% 0.04% - 0.79%
Core Bond (4) 0.60% 0.25% - 0.85%
Core Value (5) 0.75% 0.25% - 1.00%
Emerging Leaders (4) 0.90% 0.25% - 1.15%
Emerging Markets (4) 1.25% 0.25% - 1.50%
European Equity (5) 1.00% 0.25% - 1.25%
Founders Discovery (4) 0.90% 0.25% - 1.15%
Founders Growth (5) 0.75% 0.25% - 1.00%
Founders International Equity (5) 1.00% 0.50% - 1.50%
Founders Passport (5) 1.00% 0.50% - 1.50%
Japan (4) 1.00% 0.25% - 1.25%
MidCap Stock (5) 0.75% 0.22% - 0.97%
Technology Growth (5) 0.75% 0.32% - 1.07%
Transamerica VIF Growth (5) 0.70% 0.15% - 0.85%
=================================================================================================================================
</TABLE>

8
<PAGE>

(1) There is no transfer fee for the first 18 transfers per year. For
additional transfers, Transamerica may charge a fee of the lesser of $10 or
2% of the amount of the transfers, per transfer, but currently does not
charge for any transfers.

(2) The mortality and expense risk fee and administrative charge shown (0.70%)
applies to the Greater of 5% Annually Compounded through age 85 (to a
maximum of 200% of purchase payments) or Annual Step-Up through age 85
death benefit. This reflects a fee that is 0.20% per year higher than the
0.50% corresponding fee for the Return of Purchase Payments death benefit.
It also reflects a fee that is 0.30% higher than the 0.40% corresponding
fee for the Account Value death benefit.

(3) The fee table information relating to the underlying funds was provided to
Transamerica by the underlying funds, their investment advisers or
managers, and Transamerica has not independently verified such information.
Actual future expenses of the portfolios may be greater or less than those
shown in the Table.

(4) Because the Core Bond, Emerging Leaders, Emerging Markets, Founders
Discovery and Japan Portfolios' commenced operations on May 1, 2000, the
percentages set forth as "Management Fees", "Other Expenses", and "Total
Portfolio Annual Expenses" are estimates.

(5) From time to time, each portfolio's investment adviser, in its sole
discretion, may waive all or part of its fees and/or voluntarily assume
certain portfolio expenses. The expenses shown in the above portfolio
annual expenses table reflect the portfolio's adviser's waiver of fees or
reimbursement of expenses, if applicable, for calendar year 1999. Without
such waivers or reimbursements, the management fee, other expenses and
total portfolio annual expenses for 1999 would have been, as a percentage
of assets: 0.75%, 0.75%, 1.50% - Core Value Portfolio; 1.00%, 4.03%, 5.03%
- European Equity Portfolio; 0.75%, 1.58%, 2.33% - Founders Growth
Portfolio; 1.00%, 2.77%, 3.77% - Founders International Equity Portfolio;
1.00%, 2.64%, 3.64% - Founders Passport Portfolio; 0.75%, 0.71%, 1.46% -
MidCap Stock Portfolio; 0.75%, 0.59%, 1.34% - Technology Growth Portfolio
and 0.75%, 0.15%, 0.90% - Transamerica VIF Growth Portfolio.

9
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EXAMPLES

You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, assuming the entire account value is in
the applicable subaccount and assuming the guaranteed minimum income benefit has
not been selected:

The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Greater of 5% Annually Compounded through age 85 (to a maximum of 200% of
purchase payments) or Annual Step-Up through age 85 (0.55%)
B = Return of Purchase Payments (0.35%)
C = Account Value (0.25%)

<TABLE>
<CAPTION>
====================================================================================================================================

If the Contract is surrendered or annuitized at the end of the applicable time
period or if the Contract is still in the accumulation phase.
------------------------------------------------------------------------------------

Subaccounts 1 Year 3 Years
------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Balanced A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Appreciation A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Disciplined Stock A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Growth and Income A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
International Value A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Limited Term High Income A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Money Market A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Quality Bond A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Small Cap A
---------------------------------------------------------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Small Company Stock A
---------------------------------------------------------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
Special Value A
---------------------------------------------------------------------------------------
B
---------------------------------------------------------------------------------------
C
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10
<PAGE>

EXAMPLES CONTINUED....
<TABLE>
<CAPTION>
====================================================================================================================================

Subaccounts 1 Year 3 Years
------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Stock Index A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Socially Responsible Growth A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Core Bond A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Core Value A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Emerging Leaders A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Emerging Markets A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
European Equity A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Founders Discovery A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Founders Growth A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Founders International Equity A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Founders Passport A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
Japan A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
----------------------------------------- ----- ---------------------------------------- ----------------------------------------
MidCap Stock A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
========================================= ===== ======================================== ========================================
</TABLE>

11
<PAGE>

EXAMPLES CONTINUED...
<TABLE>
<CAPTION>
====================================================================================================================================

Subaccounts 1 Year 3 Years
------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Technology Growth A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
------------------------------------------------------------------------------------------------------------------------------------

Transamerica VIF Growth A
----- ---------------------------------------- ----------------------------------------
B
----- ---------------------------------------- ----------------------------------------
C
====================================================================================================================================

</TABLE>

The above tables should assist you in understanding the costs and expenses that
you will bear, directly or indirectly. These include the 1999 expenses of the
underlying portfolios (except as noted in footnote 4 to the Annuity Contract Fee
Table). In addition to the expenses listed above, premium taxes may be
applicable.

These examples should not be considered a representation of past or future
expenses, and actual expenses may be greater or less than those shown. The
assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual returns, which may be greater or less
than the assumed rate.

These examples do not reflect the annual fee of 0.15% or 0.35% of the minimum
annuitization value for the guaranteed minimum income benefit rider selected, if
any. The above expense figures would be approximately $1.50 or $3.50 per year
higher if you selected a rider.

Financial Information. The subaccounts had not commenced operations as of
December 31, 1999, therefore there is no condensed financial information to
report as of the date of this prospectus.

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1. THE ANNUITY CONTRACT

This prospectus describes the Dreyfus Advisor Advantage Variable Annuity
contract offered by Transamerica Occidental Life Insurance Company
("Transamerica").

An annuity is a contract between you, the owner, and an insurance company (in
this case Transamerica), where the insurance company promises to pay you an
income in the form of annuity payments. These payments begin on a designated
date, referred to as the annuity commencement date. Until the annuity
commencement date, your annuity is in the accumulation phase and the earnings
(if any) are tax deferred. Tax deferral means you generally are not taxed on
your annuity until you take money out of your annuity. After the annuity
commencement date, your annuity switches to the income phase.

The contract is a flexible purchase payment variable annuity. You can use the
contract to accumulate funds for retirement or other long-term financial
planning purposes. Your individual investment and your rights are determined
primarily by your own contract.

The contract is a "flexible purchase payment" contract because after you
purchase it, you can generally make additional investments of any amount of
$1,000 or more, until the annuity commencement date. However, you are not
required to make additional investments.

The contract is a "variable" annuity because the value of your investments can
go up or down based on the performance of your investment choices. If you invest
in the separate account, the amount of money you are able to accumulate in your
contract during the accumulation phase depends upon the performance of your
investment choices. The amount of annuity payments you receive during the income
phase from the separate account also depends upon the investment performance of
your investment choices for the income phase. However, if you annuitize under
the guaranteed minimum income benefit rider and select the guaranteed minimum
payment option, then Transamerica will guarantee a minimum amount of your
annuity payments.

The contract also contains a fixed account. The fixed account offers interest at
rates that we guarantee will not decrease during the 1-year guaranteed period.

2. PURCHASE

Contract Issue Requirements

Transamerica will not issue a contract unless:

. Transamerica receives all information needed to issue the contract, and
. Transamerica receives a minimum initial purchase payment.

Purchase Payments

You should make checks for purchase payments payable only to Transamerica
Occidental Life Insurance Company and send them to our service center. Your
check must be honored in order for Transamerica to pay any associated payments
and benefits due under the contract.

Initial Purchase Payment Requirements

The initial purchase payment for nonqualified and qualified contracts must be at
least $25,000. There is no minimum initial purchase payment for contracts issued
under section 403(b) of the Internal Revenue Code; however, your purchase
payment must be received within 90 days of the contract date or your contract
will be canceled.

We will credit your initial purchase payment to your contract within two
business days after the day we receive it and your complete contract
information. If we are unable to credit your initial purchase payment, we will
contact you within five business days and explain why. We will also return your
initial purchase payment at that time unless you let us keep it and credit it as
soon as possible.

The date on which we credit your initial purchase payment to your contract is
the contract date. The contract date is used to determine contract years,
contract months and contract anniversaries.

Additional Purchase Payments

You are not required to make any additional purchase payments. However, you can
make additional purchase payments as often as you like during the lifetime of
the annuitant and during the accumulation phase. Additional purchase payments
must be at least $1,000. We will credit additional purchase payments to your
contract as of the business day we receive your purchase payment and

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<PAGE>

required information. Additional purchase payments must be received before the
New York Stock Exchange closes to get same-day pricing of the additional
purchase payment.

Maximum Total Purchase Payments

We allow purchase payments up to a total of $1,000,000 without prior approval.

Allocation of Purchase Payments

When you purchase a contract, we will allocate your purchase payment to the
investment choices you select. Your allocation must be in whole percentages and
must total 100%. We will allocate additional purchase payments the same way,
unless you request a different allocation.

If you allocate purchase payments to the fixed account or the money market
subaccount under the dollar cost averaging program, you must give us directions
regarding the subaccount(s) to which transfers are to be made or we cannot
accept your purchase payment.

You may change allocations for future additional purchase payments by sending us
written instructions or by telephone, subject to the limitations described under
"Telephone Transactions." The allocation change will apply to purchase payments
received on or after the date we receive the change request.

Account Value

You should expect your account value to change from valuation period to
valuation period. A valuation period begins at the close of regular trading on
the New York Stock Exchange on each business day and ends at the close of
trading on the next succeeding business day. A business day is each day that the
New York Stock Exchange is open. The New York Stock Exchange generally closes at
4:00 p.m. eastern time. Holidays are generally not business days.

3. INVESTMENT CHOICES

The Separate Account

The separate account currently consists of twenty-six subaccounts that are
available under the contract.

The subaccounts invest in shares of the various funds or underlying fund
portfolios. The companies that provide investment advice and administrative
services for the funds or underlying fund portfolios offered through this
contract are listed below. The following mutual fund investment choices are
currently offered through this contract:

DREYFUS VARIABLE INVESTMENT FUND
Managed by The Dreyfus Corporation
Money Market Portfolio
Special Value Portfolio
Quality Bond Portfolio
Small Cap Portfolio
Appreciation Portfolio
Growth and Income Portfolio
International Value Portfolio
Disciplined Stock Portfolio
Small Company Stock Portfolio
Balanced Portfolio
Limited Term High Income Portfolio

DREYFUS STOCK INDEX FUND
Managed by the Dreyfus Corporation and
Mellon Equity Associates

THE DREYFUS SOCIALLY
RESPONSIBLE GROWTH FUND, INC.
Managed by The Dreyfus Corporation

DREYFUS INVESTMENT PORTFOLIOS
Managed by The Dreyfus Corporation
Core Value Portfolio
MidCap Stock Portfolio
Founders Growth Portfolio
Founders Passport Portfolio
European Equity Portfolio
Technology Growth Portfolio
Emerging Leaders Portfolio
Emerging Markets Portfolio
Japan Portfolio
Core Bond Portfolio
Founders International Equity Portfolio
Founders Discovery Portfolio

TRANSAMERICA VARIABLE
INSURANCE FUND, INC.
Managed by Transamerica Investment Management, LLC
Transamerica VIF Growth Portfolio

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<PAGE>

The general public may not purchase shares of these underlying fund portfolios.
The investment objectives and policies may be similar to other portfolios and
mutual funds managed by the same investment adviser or manager that are sold
directly to the public. You should not expect the investment results of the
underlying fund portfolios to be the same as those of the other portfolios or
mutual funds.

More detailed information, including an explanation of the portfolio's
investment objectives, may be found in the current prospectuses for the
underlying funds, which are attached to this prospectus. You should read the
prospectuses for the underlying funds carefully before you invest.

We may receive expense reimbursements or other revenues from the underlying
funds or their managers. The amount of these reimbursements or revenues, if any,
may be different for different funds or portfolios and may be based on the
amount of assets that Transamerica or the separate account invests in the
underlying fund portfolios.

We do not guarantee that any of the subaccounts will always be available for
purchase payments, allocations, or transfers. See the SAI for more information
concerning the possible addition, deletion, or substitution of investments.

The Fixed Account

Purchase payments allocated and amounts transferred to the fixed account become
part of Transamerica's general account. 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 or 1940 Acts.

We guarantee that the interest credited to the fixed account will not be less
than 3% per year. At the end of the 1-year guaranteed period option, the value
in the 1-year guaranteed period option will automatically be transferred into a
new 1-year guaranteed period option at the current interest rate for that
period. You can transfer to a subaccount of the separate account by giving us
notice within 30 days before the end of the expiring guaranteed period.

We have complete discretion to decide whether or not to credit any interest in
excess of 3% per year, and if so, how much. You bear the risk that we will not
credit any interest in excess of 3% per year.

If you select the fixed account, your money will be placed with Transamerica's
other general assets. The amount of money you are able to accumulate in the
fixed account during the accumulation phase depends upon the total interest
credited. The amount of annuity payments you receive during the income phase
from the fixed portion of your contract will remain level for the entire income
phase.

Transfers

During the accumulation phase, you may make transfers to or from any subaccount
or fixed account as often as you wish within certain limitations.

Transfers out of the guaranteed period option of the fixed account are limited
to the following:

. Transfers of up to the total amount, provided that you notify us within 30
days prior to the end of the guaranteed period that you wish to transfer
the amount in that guaranteed period option to another investment choice.

. Transfers of amounts equal to interest credited. This may affect your
overall interest-crediting rate, because transfers are deemed to come from
the oldest purchase payment first.

The maximum amount that can be transferred prior to the end of the 1-year
guaranteed period option is 25% of that guaranteed period option's account
value, less amounts previously transferred out of that guaranteed period option
during the current contract year.

There are no transfers permitted out of the dollar cost averaging fixed account
option except through the dollar cost averaging program.

Each transfer must be at least $500, or the entire subaccount value. Transfers
of interest from the guaranteed period option must be at least $500. If less
than $500 remains, then we reserve the right to either deny the transfer or
include that amount in the transfer. Transfers must be received while the New
York Stock Exchange is open (for regular trading) to get same day pricing of the
transaction.

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<PAGE>

During the income phase of your contract, you may transfer values out of any
subaccount up to four times per policy year. However, you cannot transfer values
out of the fixed account in this phase. The minimum amount that can be
transferred during this phase is an amount that will support an annual payment
of $500.

Transfers may be made by telephone, subject to the limitations described below
under "Telephone Transactions."

Currently, there is no charge for transfers and no limit on the number of
transfers during the accumulation phase. However, in the future the number of
transfers permitted may be limited to no more than 18 in any contract year.
Transfers in excess of 18 may be charged a transfer fee equal to the lesser of
$10 or 2% of the amount of the transfer. We reserve the right to prohibit
transfers to the fixed account if we are crediting an effective annual interest
rate of 3.0% (the guaranteed minimum).

The contract you are purchasing was not designed for professional market timing
organizations or other persons that use programmed, large, or frequent
transfers. The use of such transfers may be disruptive to an underlying
portfolio. We reserve the right to reject any purchase payment or transfer
request from any person, if, in our judgment, an underlying portfolio would be
unable to invest effectively in accordance with its investment objectives and
policies or would otherwise be potentially adversely affected or if an
underlying portfolio would reject our purchase order.

4. PERFORMANCE

Transamerica periodically advertises performance of the various subaccounts. We
may disclose at least three different kinds of performance. First, we may
calculate performance by determining the percentage change in the value of an
accumulation unit by dividing the increase (decrease) for that unit by the value
of the accumulation unit at the beginning of the period. This performance number
reflects the deduction of the mortality and expense risk fees and administrative
charges. It does not reflect the deduction of any applicable premium taxes. The
deduction of any applicable premium taxes would reduce the percentage increase
or make greater any percentage decrease.

Second, for periods starting prior to the date the annuities were first offered,
the performance will be based on the historical performance of the corresponding
investment portfolios for the periods commencing from the date on which the
particular investment portfolio was made available through the separate account.

Third, in addition, for certain investment portfolios, performance may be shown
for the period commencing from the inception date of the investment portfolio.
These figures should not be interpreted to reflect actual historical performance
of the separate account.

We also may, from time to time, include in our advertising and sales materials,
tax deferred compounding charts and other hypothetical illustrations, which may
include comparisons of currently taxable and tax deferred investment programs,
based on selected tax brackets.

Appendix A contains performance information that you may find useful. It is
divided into various parts, depending upon the type of performance information
shown. Future performance will vary and future results will not be the same as
the results shown.

5. EXPENSES

There are charges and expenses associated with your contract that reduce the
return on your investment in the contract.

Mortality and Expense Risk Fee

We charge a fee as compensation for bearing certain mortality and expense risks
under the contract. Examples include a guarantee of annuity rates, the death
benefits, certain expenses of the contract, and assuming the risk that the
current charges will be insufficient in the future to cover costs of
administering the contract. During the accumulation phase, for the Greater of 5%
Annually Compounded through age 85 (to a maximum of 200% of purchase payments)
or Annual Step-Up through age 85 death benefit, the mortality and expense risk
fee is at an annual rate of 0.55% of the account value. For the Return of
Purchase Payments death benefit, the mortality and expense risk fee is at an
annual rate of 0.35% of the account value. For the Account Value death benefit,
the mortality and expense risk fee is at an annual rate of 0.25%. This annual
fee is assessed daily based on the net asset value of each subaccount. During
the income phase, the fee is 0.25% regardless of the death benefit option.

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<PAGE>

If this charge does not cover our actual costs, we absorb the loss. Conversely,
if the charge more than covers actual costs, the excess is added to our surplus.
We expect to profit from this charge. We may use any profit for any proper
purpose, including distribution expenses.

Administrative Charges

We deduct an administrative charge to cover the costs of administering the
contract. This daily charge is equal to an annual rate of 0.15% of the daily net
asset value of the separate account.

Premium Taxes

Some states assess premium taxes on the purchase payments you make. We currently
do not deduct for these taxes at the time you make a purchase payment. However,
we will deduct the total amount of premium taxes, if any, from the account value
when:

. you elect to begin receiving annuity payments;
. you surrender the contract; or
. you die and a death benefit is paid (you must also be the annuitant for the
death benefit to be paid).

Generally, premium taxes range from 0% to 3.50%, depending on the state.

Federal, State and Local Taxes

We may in the future deduct charges from the contract for any other taxes we
incur because of the contract. However, no deductions are being made at the
present time.

Transfer Fee

Currently there is no charge for transfers. However, if you make more than 18
transfers per year before the annuity commencement date, for each additional
transfer we reserve the right to charge the lesser of $10 or 2% of the amount of
the transfer. Purchase payments, asset rebalancing and dollar cost averaging
transfers are not considered transfers. All transfer requests made at the same
time are treated as a single request.

Guaranteed Minimum Income Benefit

The guaranteed minimum income benefit is not available in all states.
If you elect the Return of Purchase Payments guaranteed minimum income benefit,
there is an annual rider fee during the accumulation phase of 0.15% of the
minimum annuitization value. If you elect the Greater of 5% Annually Compounded
through age 85 (to a maximum of 200% of purchase payments) or Annual Step-Up
through age 85 guaranteed minimum income benefit, there is an annual rider fee
during the accumulation phase of 0.35% of the minimum annuitization value. If a
guaranteed minimum death benefit is also selected, the annual rider fee during
the accumulation phase decreases to 0.10% of the minimum annuitization value for
the Return of Purchase Payments guaranteed minimum income benefit or to 0.30% of
the minimum annuitization value for the Greater of 5% Annually Compounded
through age 85 (to a maximum of 200% of purchase payments) or Annual Step-Up
through age 85 guaranteed minimum income benefit. The annual rider fee is also
deducted if you surrender the contract.

During the income phase, there is a guaranteed payment fee of 1.25% of the daily
net asset value if you annuitize under the rider.

Portfolio Management Fees

The value of the assets in each subaccount will reflect the fees and expenses
paid by the underlying funds. A description of these expenses is found in the
prospectuses for the underlying funds.

6. ACCESS TO YOUR MONEY

During the accumulation phase, you can have access to the money in your contract
in several ways:

. by making a withdrawal (either a complete or partial withdrawal); or
. by taking systematic withdrawals.

Surrenders

If you want to make a complete withdrawal, you will receive

. the account value.

If you want to take a partial withdrawal, in most cases it must be for at least
$500. Unless you tell us otherwise, we will take the withdrawal from each of the
investment choices in proportion to the account value.

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<PAGE>

Remember that any withdrawal you take will reduce the account value, and might
reduce the amount of the death benefit. See Section 8, Death Benefit, for more
details.

Income taxes, federal tax penalties and certain restrictions may apply to any
withdrawals you make.

Withdrawals from qualified contracts may be restricted or prohibited.

During the income phase, you will receive annuity payments under the annuity
payment option you select; however, you generally may not take any other
withdrawals, either complete or partial.

Delay of Payment and Transfers

Payment of any amount due from the separate account for a withdrawal, a death
benefit, or the death of the owner (under a nonqualified contract), will
generally occur within seven business days from the date Transamerica receives
all required information. Transamerica may defer such payments from the separate
account if:

. the New York Stock Exchange is closed other than for usual weekends or
holidays or trading on the Exchange is otherwise restricted;
. an emergency exists as defined by the SEC or the SEC requires that trading be
restricted; or
. the SEC permits a delay for the protection of owners.

In addition, transfers of amounts from the subaccounts may be deferred under
these circumstances.

Pursuant to the requirements of certain state laws, we reserve the right to
defer payment of the cash value from the fixed account for up to six months. We
may defer payment of any amount until your purchase payment check has cleared
your bank.

7. ANNUITY PAYMENTS (THE INCOME PHASE)

You choose the annuity commencement date. You can change this date by giving us
30 days written notice before the current annuity commencement date. The new
annuity commencement date must be at least 30 days after we receive notice of
the change. The latest annuity commencement date generally cannot be the greater
of the contract month following the month in which the annuitant attains age 100
or 10 years after the contract becomes effective.

Election of Annuity Payment Option. Before the annuity commencement date, if the
----------------------------------
annuitant is alive, you may choose an annuity payment option or change your
election. When a death benefit is payable, the beneficiary may elect to receive
the death benefit in a lump sum or under one of the annuity payment options.

Unless you specify otherwise, the annuitant will receive the annuity payments.
After the annuitant's death, the beneficiary will receive any remaining
guaranteed payments.

Annuity Payment Options

The contract provides five annuity payment options that are described below. You
may choose any combination of annuity payment options. We will use your account
value to provide these annuity payments (under some circumstances, the
guaranteed minimum income benefit could provide a higher annuitization value).
You can receive annuity payments monthly, quarterly, semi-annually, or annually.
(We reserve the right to change the frequency if payments would be less than
$50.) These five options are not available if you use the guaranteed minimum
income benefit rider to receive annuity payments.

Unless you choose to receive variable payments under annuity payment options 3
or 5, the amount of each payment will be set on the annuity commencement date
and will not change. You may, however, choose to receive variable payments under
payment options 3 and 5. The dollar amount of the first variable payment will be
determined in accordance with the annuity payment rates set forth in the
applicable table contained in your contract. The dollar amount of additional
variable payments will vary based on the investment performance of the
subaccount(s). The dollar amount of each variable payment after the first may
increase, decrease, or remain constant. If the actual investment performance
exactly matched the assumed investment return of 5% at all times, the amount of
each variable annuity payment would remain equal. If actual investment
performance exceeds the assumed investment return, the amount of the variable
annuity payments would increase. Conversely, if actual investment performance is
lower than the assumed investment return, the amount of the variable annuity
payments would decrease.

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A charge for premium taxes may be made when annuity payments begin.

The annuity payment options are explained below. Options 1, 2, and 4 are fixed
only. Options 3 and 5 can be fixed or variable.

Payment Option 1--Interest Payments. We will pay the interest on the amount we
-----------------------------------
use to provide annuity payments in equal payments, or this amount may be left to
accumulate for a period of time to which you and Transamerica agree. You and
Transamerica will agree on withdrawal rights when you elect this option.

Payment Option 2--Income for a Specified Period. We will make level payments
-----------------------------------------------
only for the fixed period you choose. No funds will remain at the end.

Payment Option 3--Life Income. You may choose between:
-----------------------------
Fixed Payments
. No Period Certain--We will make level payments only during the annuitant's
lifetime.
. 10 Years Certain--We will make level payments for the longer of the
annuitant's lifetime or ten years.
. Guaranteed Return of Contract Proceeds--We will make level payments for the
longer of the annuitant's lifetime or until the total dollar amount of
payments we make to you equals the amount applied to this option.
Variable Payments
. No Period Certain--Payments will be made only during the lifetime of the
annuitant.
. 10 Years Certain--Payments will be made for the longer of the annuitant's
lifetime or ten years.

Payment Option 4--Income of a Specified Amount. Payments are made for any
----------------------------------------------
specified amount until the amount applied to this option, with interest, is
exhausted. This will be a series of level payments followed by a smaller final
payment.

Payment Option 5--Joint and Survivor Annuity. You may choose between:
--------------------------------------------
Fixed Payments
. Payments are made during the joint lifetime of the annuitant and a joint
annuitant of your selection. Payments will be made as long as either person
is living.

Variable Payments
. Payments are made during the joint lifetime of the annuitant and a joint
annuitant of your selection. Payments will be made as long as either person
is living.

Other annuity payment options may be arranged by agreement with Transamerica.
Certain annuity payment options may not be available in all states.

NOTE CAREFULLY:
--------------

IF:
. you choose Life Income with No Period Certain or a Joint and Survivor
Annuity; and
. the annuitant(s) dies before the due date of the second (third, fourth, etc.)
annuity payment;
THEN:
. we may make only one (two, three, etc.) annuity payments.

IF:
. you choose Income for a Specified Period, Life Income with 10 years Certain,
Life Income with Guaranteed Return of Contract Proceeds, or Income of a
Specified Amount; and
. the person receiving payments dies prior to the end of the guaranteed period;
THEN:
. the remaining guaranteed payments will be continued to that person's
beneficiary, or their present value may be paid in a single sum.

We will not pay interest on amounts represented by uncashed annuity payment
checks if the postal or other delivery service is unable to deliver checks to
the payee's address of record. The person receiving payments is responsible for
keeping Transamerica informed of their current address.

The payment options described above cannot be used if you elect to receive
payments under the guaranteed minimum income benefit rider.

8. DEATH BENEFIT

We will pay a death benefit to your beneficiary, under certain circumstances, if
the annuitant dies before the annuity commencement date and the annuitant was
also an

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owner. (If the annuitant was not an owner, a death benefit may or may not be
paid. See below.) The beneficiary may choose an annuity payment option, or may
choose to receive a lump sum.

When We Pay A Death Benefit

Before the Annuity Commencement Date
------------------------------------
We will pay a death benefit to your beneficiary IF:
. you are both the annuitant and an owner of the contract; and
. you die before the annuity commencement date.

If the only beneficiary is your surviving spouse, then he or she may elect to
continue the contract as the new annuitant and owner, instead of receiving the
death benefit.

We will also pay a death benefit to your beneficiary IF:
. you are not the annuitant; and
. the annuitant dies before the annuity commencement date; and
. you specifically requested that the death benefit be paid upon the
annuitant's death.

Distribution requirements apply to the account value upon the death of any
owner. These requirements are detailed in the SAI.

After the Annuity Commencement Date
-----------------------------------
The death benefit payable, if any, on or after the annuity commencement date
depends on the annuity payment option selected.

IF:
. you are not the annuitant; and
. you die on or after the annuity commencement date; and
. the entire interest in the contract has not been paid to you;
THEN:
. the remaining portion of such interest in the contract will be distributed
at least as rapidly as under the method of distribution being used as of
the date of your death.

When We Do Not Pay A Death Benefit

No death benefit is paid in the following cases:
------------------------------------------------
IF:
. you are not the annuitant; and
. the annuitant dies prior to the annuity commencement date; and
. you did not specifically request that the death benefit be paid upon the
annuitant's death;
THEN:
. you will become the new annuitant and the contract will continue.

IF:
. you are not the annuitant; and
. you die prior to the annuity commencement date;
THEN:
. the new owner (unless it is your spouse) must generally surrender the
contract within five years of your death for the account value.

Note carefully. If the owner does not name a contingent owner, the owner's
--------------
estate will become the new owner. If no probate estate is opened (because, for
example, the owner has precluded the opening of a probate estate by means of a
trust or other instrument), and Transamerica has not received written notice
(signed prior to the owner's death) of the trust as a successor owner, then that
trust may not exercise ownership rights to the contract. It may be necessary to
open a probate estate in order to exercise ownership rights to the contract if
no contingent owner is named in a written notice received by Transamerica.

Amount of Death Benefit

Death benefit provisions may differ from state to state. The death benefit may
be paid as a lump sum or as annuity payments. The death benefit will be the
greater of:
. account value on the date we receive the required information; or
. guaranteed minimum death benefit, if any (discussed below).

The death benefit proceeds may reflect a deduction for premium taxes.

Guaranteed Minimum Death Benefit

On the contract application, two of the death benefit options provide for a
guaranteed minimum death benefit [Greater of 5% Annually Compounded through age
85 (up to a maximum of 200% of purchase payments) or Annual Step-Up through age
85 Death Benefit and the Return of Purchase Payments Death Benefit] and the
third death benefit option

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does not provide for any guaranteed minimum [Account Value Death Benefit]. You
generally may choose one of the three death benefit options listed below.

After the contract is issued, you cannot make an election and the death benefit
cannot be changed.

The guaranteed minimum death benefits are not available if the owner or
annuitant is 85 or older on the contract date (the date we issue the contract).
In that case, the death benefit will be the account value.
A. Greater of 5% Annually Compounded through age 85 (to a maximum of 200% of
----------------------------------------------------------------------------
purchase payments) or Annual Step-Up through age 85 Death Benefit
-----------------------------------------------------------------

The death benefit under this option is the greater of 1 or 2 below:

1. The 5% Annually Compounded through age 85 (to a maximum of 200% of
purchase payments) Death Benefit is:
. the total purchase payments;
. less any adjusted partial withdrawals (discussed below);
. plus interest at an effective annual rate of 5%, from the purchase
payment date or withdrawal date, to the earlier of the date of death or
the owner's 86th birthday (to a maximum of 200% of purchase payments).

2. The Annual Step-Up through age 85 Death Benefit is:
----------------------------------------------
. the largest account value on the contract date or on any contract
anniversary prior to the earlier of the date of death or the owner's
86th birthday;
. plus any purchase payments since the contract anniversary with the
largest account value;
. minus any adjusted partial withdrawals (discussed below) since the
contract anniversary with the largest account value.

The death benefits under this option are not available if the owner or
annuitant is 85 or older on the contract date.

We deduct higher charges for the guaranteed minimum death benefits under
this option than for the Return of Purchase Payments Death Benefit.

B. Return of Purchase Payments Death Benefit
-----------------------------------------

The Return of Purchase Payments Death Benefit is:
. the total purchase payments;
. less any adjusted partial withdrawals (discussed below) as of the date
of death.

The Return of Purchase Payments death benefit is not available if the owner
or annuitant is 85 or older on the contract date.

We deduct higher charges for the Return of Purchase Payments death benefit
than for the Account Value death benefit.

Under both guaranteed minimum death benefits, IF:

. the surviving spouse elects to continue the contract instead of receiving the
death benefit; and
. the guaranteed minimum death benefit is greater than the
account value;
THEN:
. we will increase the account value to be equal to the guaranteed minimum
death benefit. This is a one-time only account value adjustment applied at
the time the contract is continued. The guaranteed minimum death benefit will
continue as applicable. This increase is made only at the time the surviving
spouse elects to continue the contract.

C. Account Value Death Benefit
---------------------------

Under this option, the death benefit is only the account value of your
contract, as of the date we pay the death benefit. This could be more or less
than the amount of your purchase payments. There is no guaranteed minimum
death benefit under this option.

9. TAXES

NOTE: Transamerica has prepared the following information on federal income
taxes as a general discussion of the subject. It is not intended as tax advice
to any individual. You should consult your own tax adviser about your own
circumstances. Transamerica has included an additional discussion regarding
taxes in the SAI.

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Annuity Contracts in General

Deferred annuities are a way of setting aside money for future needs like
retirement. Congress recognized how important saving for retirement is and
provided special rules in the Internal Revenue Code for annuities.

Simply stated, these rules provide that generally you will not be taxed on the
earnings, if any, on the money held in your annuity contract until you take the
money out. This is referred to as tax deferral. There are different rules as to
how you will be taxed depending on how you take the money out and the type of
contract--qualified or nonqualified (discussed below).

You will generally not be taxed on increases in the value of your contract until
a distribution occurs--either as a withdrawal or as annuity payments.

When a non-natural person (e.g., corporation or certain other entities other
than tax-qualified trusts) owns a nonqualified contract, the contract will
generally not be treated as an annuity for tax purposes.

Qualified and Nonqualified Contracts

If you purchase the contract under an individual retirement annuity, a pension
plan, or specially sponsored program, your contract is referred to as a
qualified contract.

Qualified contracts are issued in connection with the following plans:
. Individual Retirement Annuity (IRA): A traditional IRA allows individuals
to make contributions, which may be deductible, to the contract. A Roth IRA
also allows individuals to make contributions to the contract, but it does
not allow a deduction for contributions, and distributions may be tax-free
if the owner meets certain rules.
. Tax-Sheltered Annuity (403(b) Plan): A 403(b) Plan may be made available to
employees of certain public school systems and tax-exempt organizations and
permits contributions to the contract on a pre-tax basis.
. Corporate Pension and Profit-Sharing and H.R. 10 Plan: Employers and
self-employed individuals can establish pension or profit-sharing plans for
their employees or themselves and make contributions to the contract on a
pre-tax basis.
. Deferred Compensation Plan (457 Plan): Certain governmental and tax-exempt
organizations can establish a plan to defer compensation on behalf of their
employees through contributions to the contract.

If you purchase the contract as an individual and not under an individual
retirement annuity, 403(b) plan, 457 plan, or pension or profit sharing plan,
your contract is referred to as a nonqualified contract.

Withdrawals--Qualified Contracts

There are special rules that govern with respect to qualified contracts.
Generally, these rules restrict:
. the amount that can be contributed to the contract during any year; and
. the time when amounts can be paid from the contract.

In addition, a penalty tax may be assessed on amounts withdrawn from the
contract prior to the date you reach age 59 1/2, unless you meet one of the
exceptions to this rule. You may also be required to begin taking minimum
distributions from the contract by a certain date. The terms of the plan may
limit the rights otherwise available to you under the contract. We have provided
more information in the SAI.

You should consult your legal counsel or tax adviser if you are considering
purchasing a contract for use with any retirement plan.

Withdrawals -- 403(b) Contracts

The Internal Revenue Code limits withdrawal from certain 403(b) annuities.
Withdrawals can generally only be made when a owner:
. reaches age 59 1/2;
. leaves his/her job;
. dies;
. becomes disabled (as that term is defined in the Internal Revenue Code); or
. in the case of hardship. However, in the case of hardship, the owner can
only withdraw the purchase payments and not any earnings.

Diversification and Distribution Requirements

The Internal Revenue Code provides that the underlying investments for a
nonqualified variable annuity must satisfy certain diversification requirements
in order to be treated as an annuity. The annuity must also meet certain
distribution

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requirements at the death of an owner in order to be treated as an annuity
contract. These diversification and distribution requirements are discussed in
the SAI. Transamerica may modify the contract to attempt to maintain favorable
tax treatment.

Withdrawals--Nonqualified Contracts

The information herein describing the taxation of nonqualified contracts does
not apply to qualified contracts.

If you make a withdrawal from your contract before the annuity commencement
date, the Internal Revenue Code treats that withdrawal as first coming from
earnings and then from your purchase payments. When you make a withdrawal you
are taxed on the amount of the withdrawal that is earnings (as ordinary income,
not as capital gains). Different rules apply for annuity payments. See "Annuity
Payments" below.

The Internal Revenue Code also provides that withdrawn earnings may be subject
to a penalty. The amount of the penalty is equal to 10% of the amount that is
includable in income. Some withdrawals will be exempt from the penalty.
They include any amounts:
. paid on or after the taxpayer reaches age 59 1/2;
. paid after an owner dies;
. paid if the taxpayer becomes totally disabled (as that term is defined in the
Internal Revenue Code);
. paid in a series of substantially equal payments made annually (or more
frequently) under a lifetime annuity;
. paid under an immediate annuity; or
. which come from purchase payments made prior to August 14, 1982.

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
annuity for purposes of determining the amount includable in the owner's income
when a taxable distributions occurs.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the contract because of the death of an owner or
the annuitant. Generally, such amounts are includable in the income of the
recipient:
. if distributed in a lump sum, these amounts are taxed in the same manner as a
full surrender; or
. if distributed under an annuity payment option, these amounts are taxed in the
same manner as annuity payments.

For these purposes, the "investment in the contract" is not affected by the
owner's or annuitant's death. That is, the "investment in the contract" remains
generally the total purchase payments (less amounts received which were not
includable in gross income). The same tax treatment applies to any amounts
distributed after an owner's death.

Annuity Payments

Although the tax consequences may vary depending on the annuity payment option
you select, in general, for nonqualified and certain qualified contracts, only a
portion of the annuity payments you receive will be includable in your gross
income.

In general, the excludable portion of each annuity payment you receive will be
determined as follows:
. Fixed payments--by dividing the "investment in the contract" on the annuity
commencement date by the total expected value of the annuity payments for the
term of the payments. This is the percentage of each annuity payment that is
excludable.
. Variable payments--by dividing the "investment in the contract" on the
annuity commencement date by the total number of expected periodic payments.
This is the amount of each annuity payment that is excludable.

The remainder of each annuity payment is includable in gross income. Once the
"investment in the contract" has been fully recovered, the full amount of any
additional annuity payments is includable in gross income.

If you select more than one annuity payment option, special rules govern the
allocation of the contract's entire "investment in the contract" to each such
option, for purposes of determining the excludable amount of each payment
received under that option. We advise you to consult a competent tax adviser as
to the potential tax effects of allocating amounts to any particular annuity
payment option.

If, after the annuity commencement date, annuity payments stop because an
annuitant died, the excess (if any) of the "investment in the contract" as of
the annuity commencement date over the aggregate amount of annuity

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payments received that was excluded from gross income is generally allowable as
a deduction for your last taxable year.

Transfers, Assignments or Exchanges of Contracts

A transfer of ownership or assignment of a contract, the designation of an
annuitant or payee or other beneficiary who is not also the owner, the selection
of certain annuity commencement dates, or a change of annuitant, may result in
certain income or gift tax consequences to the owner that are beyond the scope
of this discussion. An owner contemplating any such transfer, assignment,
selection, or change should contact a tax adviser with respect to the potential
tax effects of such a transaction.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the
possibility that the tax treatment of the contract could change by legislation
or otherwise. You should consult a tax adviser with respect to legal
developments and their effect on the contract.

10. ADDITIONAL FEATURES

Systematic Withdrawal Option

You can select at any time (during the accumulation phase) to receive regular
payments from your contract by using the systematic withdrawal option. Payments
can be made monthly, quarterly, semi-annually, or annually. Each payment can be
up to 15% of your account value divided by the number of payouts elected per
year and must be at least $100. There is no charge for this benefit.

Once you elect the systematic withdrawal option, you must wait a minimum time
before the first withdrawal: 1 month for monthly withdrawals; 3 months for
quarterly withdrawals; 6 months for semi-annual withdrawals; and 12 months for
annual withdrawals. Monthly and quarterly payments must be made by electronic
funds transfer directly to your checking or savings account.

The systematic withdrawal option may be stopped or started at any time. However,
30 days written notice is required to stop withdrawals. The systematic
withdrawal option may also have Federal income tax consequences.

Guaranteed Minimum Income Benefit

The guaranteed minimum income benefit rider may not be available in all states.

The guaranteed minimum income benefit rider assures you of a minimum level of
income in the future by guaranteeing a minimum annuitization value (discussed
below) 7 years after you elect the rider. If you want to purchase this optional
rider, you must do so when you apply for the contract or within 30 days after
the contract date or within 30 days after any contract anniversary before you
turn 81. Once elected, the guaranteed minimum income benefit rider can not be
terminated.

The guaranteed minimum income benefit rider guarantees:
. the amount you will have to apply to a guaranteed minimum income benefit
payment option (annuitization value), and
. if you elect the guaranteed minimum payment option, that those payments will
never be less than the initial payment.

By electing this benefit, you can participate in the gains of the underlying
variable investment options you select while knowing that you are guaranteed a
minimum level of income in the future, regardless of the performance of the
underlying variable investment options.

Minimum Annuitization Value

There is a choice of two guaranteed minimum income benefit riders available for
purchase, each offering different levels of minimum annuitization value.

For both guaranteed minimum income benefit options, the minimum annuitization
value on the rider date (the date the rider is added to your contract) is equal
to the total purchase payments received less any previous withdrawals. After
that, the minimum annuitization value varies depending upon which rider you
choose.

If you purchase the Greater of the 5% Annually Compounded through age 85 (to a
maximum of 200% of purchase payments) or Annual Step-Up through age 85
guaranteed minimum income benefit rider, the minimum annuitization value after
the rider date is equal to the greater of the following:

. the greater of the account value on the rider date or the largest account
value on any rider anniversary prior to

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the earlier of any owner's or annuitant's 86th birthday, adjusted for any
subsequent purchase payments (less the sum of all subsequent withdrawals
adjusted as below and any premium taxes); or
. the account value on the rider date plus the sum of all purchase payments
received after the rider date, less withdrawals (adjusted as below) and
premium taxes, plus interest thereon equal to the annual effective interest
rate specified on page one of the rider up to:
1. the rider anniversary prior to the earlier of any owner's or
annuitant's 86th birthday; or
2. the date the sum of all purchase payments, (less the sum of all
adjusted withdrawals and premium taxes), together with credited
interest, has grown to two times the amount of all purchase payments
(less all adjusted withdrawals and premium taxes) as a result of such
interest accumulation, if earlier.

If you purchase the Return of Purchase Payments guaranteed minimum income
benefit rider, your minimum annuitization value after the rider date is equal:
. to the account value on the rider date; plus
. the sum of all purchase payments received after the rider date; less
. withdrawals (adjusted as below) after the rider date and premium taxes.

You can annuitize under the guaranteed minimum income benefit rider (subject to
the conditions described in this section) at the greater of the annuity purchase
amount or the minimum annuitization value.

The annual effective interest rate is currently 5% per year; we may, at our
discretion, change the rate in the future, but the rate will never be less than
3% per year, and once the rider is added to your contract, the annual rate will
not vary during the life of that rider. Withdrawals may reduce the minimum
annuitization value on a basis greater than dollar-for-dollar. See the SAI for
more information.

The guaranteed minimum income benefit rider does not establish or guarantee
account value or guarantee performance of any investment option. Because this
benefit is based on conservative actuarial factors, the level of lifetime income
that it guarantees may be less than the level that would be provided by
application of the account value at otherwise applicable annuity factors.
Therefore, the guaranteed minimum income benefit rider should be regarded as a
safety net.

The minimum annuitization value may only be used to annuitize using
the guaranteed minimum income benefit payment options provided by the guaranteed
minimum income benefit rider and may not be used with any of the annuity payment
options listed in the annuity payment section. The guaranteed minimum income
benefit payment options are:
. Life Income--An election may be made for "No Period Certain" or "10 Years
Certain." In the event of the death of the annuitant prior to the end of
the chosen period certain, the remaining period certain payments will be
continued to the beneficiary.
. Joint and Full Survivor--An election may be made for "No Period Certain" or
"10 Years Certain." Payments will be made as long as either the annuitant
or joint annuitant is living. In the event of the death of both the
annuitant and joint annuitant prior to the end of the chosen period
certain, the remaining period certain payments will be continued to the
beneficiary.

The minimum annuitization value is used solely to calculate the guaranteed
minimum income benefit payment and does not establish or guarantee an account
value or guarantee performance of any investment option. Other benefits and fees
under the rider (the rider fee, the guaranteed payment fee, and the waiting
period before the guaranteed minimum income benefit can be exercised, as well as
the annual interest rate) are also guaranteed not to change after the rider is
added. However, all of these benefit specifications may change if you elect to
upgrade the minimum annuitization value.

Minimum Annuitization Value Upgrade

You can upgrade your minimum annuitization value to the account value within 30
days after any rider anniversary before your 93rd birthday (earlier if required
by state law). For your convenience, we will put the last date to upgrade on
page one of the rider.

If you upgrade, the current rider will terminate and a new one will be issued
with its own specified guaranteed benefits and fees. There will be a new waiting
period. Please note that the benefits and fees under the new rider may differ
from your benefits and fees prior to upgrading.

It generally will not be to your advantage to upgrade unless your account value
exceeds your minimum annuitization value on the applicable contract anniversary.

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Conditions of Exercise of the Guaranteed Minimum Income Benefit

You can only annuitize using the guaranteed minimum income benefit within 30
days after the seventh or later rider anniversary after the guaranteed minimum
income benefit is elected or, in the case of an upgrade of the minimum
annuitization value, the seventh or later rider anniversary following the
upgrade; we may, at our discretion, change the waiting period before the
guaranteed minimum income benefit can be exercised in the future. You cannot,
however, annuitize using the guaranteed minimum income benefit after the rider
anniversary after your 100th birthday (earlier if required by state law). For
your convenience, we will put the first and last date to annuitize using the
guaranteed minimum income benefit on page one of the rider.

Note Carefully--If you annuitize at any time other than indicated above, you can
not use the guaranteed minimum income benefit.

As noted above, this benefit can only be used with the two payment options
contained in the rider, and not with the five payment options contained in the
base contract.

Guaranteed Minimum Payment Option

If you elect the guaranteed minimum payment option, annuity payments under the
guaranteed minimum income benefit are guaranteed to never be less than the
initial payment. See the SAI for information concerning the calculation of the
initial payment. There is an extra charge for this option; see below.

It is not clear whether payments under the guaranteed minimum payment option
will be treated as fixed or variable payments for federal income tax purposes.
You should consult a competent tax adviser on this issue.

Under this option, the payments will also be "stabilized" or held constant
during each year after annuitization.

During the first year after annuitizing using the guaranteed minimum income
benefit , each stabilized payment will equal the initial payment. On each
anniversary of annuitization thereafter, the stabilized payment will increase or
decrease depending on the performance of the investment options you selected,
and then be held constant at that amount for that year. The stabilized payment
on each annuitization anniversary will equal the greater of the initial payment
or the payment supportable by the annuity units in the selected investment
options.

If you elect not to receive guaranteed minimum payments, your payments:
. are not guaranteed and may be less than the initial payment;
. will vary according to the investment performance of the investment options
you select; and
. will not be stabilized.

See the SAI for additional information concerning stabilized payments.

Guaranteed Minimum Income Benefit Rider Fee

A rider fee is charged annually on each rider anniversary prior to the annuity
commencement date. The rider fee is equal to 0.35% of the minimum annuitization
value for the Greater of the 5% Annually Compounded through age 85 (to a maximum
of 200% of purchase payment) or Annual Step-Up through age 85 guaranteed minimum
income benefit, and to 0.15% of the minimum annuitization value for the Return
of Purchase Payments guaranteed minimum income benefit. However, if you purchase
both a guaranteed minimum income benefit and a guaranteed minimum death benefit
rider, your guaranteed minimum income benefit charge will be reduced by 0.05%
for a charge of 0.10% for the Return of Purchase Payments guaranteed minimum
income benefit and 0.30% for the greater of the 5% Annually Compounded through
age 85 (to a maximum of 200% of purchase payments) or Annual Step-Up through age
85 guaranteed minimum income death benefit. We will also charge this fee if you
take a complete withdrawal. The rider fee is deducted from each fixed account or
variable subaccount in proportion to the amount of account value in each
subaccount.

Guaranteed Minimum Payment Fee

If you do not elect the guaranteed minimum payment option, the mortality and
expense risk fee and administration charge for the base contract is reflected in
the amount of variable payments you receive. If you elect the guaranteed minimum
payment option, a guaranteed minimum payment fee, currently equal to 1.25% of
the daily net asset value in the various investment options, is added to the
base product

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mortality and expense risk fee and administration charge and reflected in the
amount of the various payments you receive. The guaranteed minimum payment fee
is included on page one of the rider.

For example, if you do not elect the guaranteed minimum payment option, the
total mortality and expense risk fee and administration charge after the
election date will be equal to 0.40% of the daily net asset value in the various
investment options. If you choose the guaranteed minimum payment option, the
mortality and expense risk fee and administration charge after the election date
will be equal to 1.65% of the daily net asset value in the various investment
options.

Termination of the Guaranteed Minimum Income Benefit Rider

The guaranteed minimum income benefit rider is irrevocable. You have the option
not to use the benefit of the rider but you will not receive a refund of any
fees you have paid. The guaranteed minimum income benefit rider will terminate
upon the earliest of the following:
. annuitization (you can get guaranteed minimum payments if you so elect if you
annuitize using the guaranteed minimum income benefit ),
. upgrade of the minimum annuitization value (although a new rider will be
issued),
. termination of your contract, and
. 30 days after the last date to annuitize under the rider as specified on the
first page of your rider.

Telephone Transactions

You may make transfers and change the allocation of additional purchase payments
by telephone IF:
. you select the "Telephone Transfer/Reallocation Authorization" box in the
contract application or enrollment information; or
. you later complete an authorization form.

You will be required to provide certain information for identification purposes
when requesting a transaction by telephone and we may record your telephone
call. We may also require written confirmation of your request. We will not be
liable for following telephone requests that we believe are genuine.

Telephone requests must be received while the New York Stock Exchange is open to
get same-day pricing of the transaction. We reserve the right to discontinue
this option at any time.

Dollar Cost Averaging Program

During the accumulation phase, you may instruct us to automatically transfer
money from the dollar cost averaging fixed account option or the Money Market
Subaccount, into any other subaccounts. There is no charge for this program.

Complete and clear instructions must be received before a dollar cost averaging
program will begin. The instructions must include:
. the subaccounts into which money from the dollar cost averaging fixed account
or the Money Market Subaccount, is to be transferred; and
. either the dollar amount to transfer monthly or quarterly (each transfer
must be at least $500) or the number of transfers (minimum of 6 monthly or 4
quarterly and maximum of 24 monthly or 8 quarterly).

Transfers must begin within 30 days. We will make the transfers on the 28th day
of the applicable month. You may change your allocations at anytime.

Only one dollar cost averaging program can run at one time. This means that any
addition to a dollar cost averaging program must change either the length of the
program or the dollar amount of the transfers. New instructions must be received
each time there is an addition to a dollar cost averaging program.

Any amount in the dollar cost averaging fixed account or the Money Market
Subaccount, for which we have not received complete and clear instructions will
remain in the dollar cost averaging fixed account or the Money Market
Subaccount, until we receive the instructions. If we have not received complete
and clear instructions within 30 days, the interest credited in the dollar cost
averaging fixed account may be adjusted downward, but not below the guaranteed
effective annual interest rate of 3%.

Dollar cost averaging buys more accumulation units when prices are low and fewer
accumulation units when prices are high. It does not guarantee profits or assure
that you will not experience a loss. You should consider your ability to
continue the dollar cost averaging program during all economic conditions.

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We may credit different interest rates for dollar cost averaging programs of
varying time periods. If you discontinue the dollar cost averaging program
before its completion, then the interest credited on amounts in the dollar cost
averaging fixed account may be adjusted downward, but not below the minimum
guaranteed effective annual interest rate of 3%.

Asset Rebalancing

During the accumulation phase you can instruct us to automatically rebalance the
amounts in your subaccounts to maintain your desired asset allocation. This
feature is called asset rebalancing and can be started and stopped at any time
free of charge. However, we will not rebalance if you are in the dollar cost
averaging program or if any other transfer is requested. If a transfer is
requested, we will honor the requested transfer and discontinue asset
rebalancing. Asset rebalancing ignores amounts in the fixed account. You can
choose to rebalance monthly, quarterly, semi-annually, or annually.

11. OTHER INFORMATION

Ownership

You, as owner of the contract, exercise all rights under the contract. You can
change the owner at any time by notifying us in writing. An ownership change may
be a taxable event.

Assignment

You can also assign the contract any time during your lifetime. Transamerica
will not be bound by the assignment until we receive written notice of the
assignment. We will not be liable for any payment or other action we take in
accordance with the contract before we receive notice of the assignment. There
may be limitations on your ability to assign a qualified contract. An assignment
may have tax consequences.

Transamerica Occidental Life Insurance Company

Transamerica Occidental Life Insurance Company ("Transamerica") is a stock life
insurance company incorporated under the laws of the State of California on June
30, 1906. It is mainly engaged in the sale of life insurance and annuity
contracts.

Transamerica is a wholly-owned subsidiary of Transamerica Insurance Corporation
of California, which in turn is a direct subsidiary of Transamerica Corporation.
Our principal office is at 1150 South Olive Street, Los Angeles, California
90015. Transamerica is indirectly owned by AEGON N.V., one of the world's
leading international insurance groups.

All obligations arising under the contract, including the promise to make
annuity payments, are general corporate obligations of Transamerica

The Separate Account

On June 5, 2000, Transamerica's Board of Directors passed resolutions to
establish a separate account, called Separate Account VA H, also referred to as
the separate account, under the laws of the State of California.

The separate account is registered with the SEC as a unit investment trust under
the 1940 Act. However, the SEC does not supervise the management, the investment
practices, or the policies of the separate account or Transamerica. The separate
account receives and currently invests the purchase payments that are allocated
to it for investment in shares of the underlying mutual fund portfolios.

Income, gains and losses, whether or not realized, from assets allocated to the
separate account are, in accordance with the policies, credited to or charged
against the separate account without regard to Transamerica 's other income,
gains or losses.

The assets of the separate account are held in Transamerica's name on behalf of
the separate account and belong to Transamerica. However, those assets that
underlie the contract are not chargeable with liabilities arising out of any
other business Transamerica may conduct. Section 10506 of the California
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, except to the extent that the assets of the separate account exceed the
reserves and other liabilities of the separate account. Therefore, the
investment performance of the separate account is entirely independent of the
investment performance of Transamerica's general account assets or any other
separate account Transamerica maintains.

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The variable account has twenty-six subaccounts, each of which invests in a
specific fund or portfolios of specific funds. Changes to the subaccounts may be
made at Transamerica's discretion.

Mixed and Shared Funding

Before making a decision concerning the allocation of purchase payments to a
particular subaccount, please read the prospectuses for the underlying funds.
The underlying funds are not limited to selling their shares to this separate
account and can accept investments from any separate account or qualified
retirement plan. Since the portfolios of the underlying funds are available to
registered separate accounts offering variable annuity products of Transamerica,
as well as variable annuity and variable life products of other insurance
companies, and qualified retirement plans, there is a possibility that a
material conflict may arise between the interests of this separate account and
one or more of the other accounts of another participating insurance company. In
the event of a material conflict, the affected insurance companies, including
Transamerica, agree to take any necessary steps to resolve the matter. This
includes removing their separate accounts from the underlying funds. See the
underlying funds' prospectuses for more details.

Reinstatements

You may surrender your contract and transfer your money directly to another life
insurance company (sometimes referred to as a 1035 Exchange or a
trustee-to-trustee transfer). You may also ask us to reinstate your contract
after such a transfer by returning the same total dollar amount of funds to the
applicable investment choices. The dollar amount will be used to purchase new
accumulation units at the then current price. Because of changes in market
value, your new accumulation units may be worth more or less than the units you
previously owned. We recommend that you consult a tax professional to explain
the possible tax consequences of exchanges and/or reinstatements.

Voting Rights

Transamerica will vote all shares of the underlying funds in accordance with
instructions we receive from you and other owners that have voting interests in
the portfolios. We will send you and other owners written requests for
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares in proportion to those instructions. If, however, we
determine that we are permitted to vote the shares in our own right, we may do
so.

Each person having a voting interest will receive proxy material, reports, and
other materials relating to the appropriate portfolio.

Distributor of the Contract

AFSG Securities Corporation (AFSG) is the principal underwriter of the contract.
AFSG is a Transamerica Company and an indirect wholly owned subsidiary of AEGON
USA, Inc. It is located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa,
52499-0001. AFSG is registered as a broker/dealer under the Securities Exchange
Act of 1934. It is a member of the National Association of Securities Dealers,
Inc. It was incorporated in Pennsylvania on March 12, 1986.

Variations in Certain Provisions

Certain provisions of the contract may vary from the descriptions in this
prospectus in order to comply with different state laws. See your contract for
variations since any such state variations will be included in your contract or
in riders or endorsements attached to your contract.

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.

Legal Proceedings

There are no legal proceedings to which the separate account is a party or to
which the assets of the separate account are subject. Transamerica , like other
life insurance companies,

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is involved in lawsuits. In some class action and other lawsuits involving other
insurers, substantial damages have been sought and/or material settlement
payments have been made. Although the outcome of any litigation cannot be
predicted with certainty, Transamerica believes that at the present time there
are no pending or threatened lawsuits that are reasonably likely to have a
material adverse impact on the separate account or Transamerica.

Financial Statements

The financial statements of Transamerica are included in the SAI. As of the date
of this prospectus the separate account had not commenced operations, therefore
there are no financial statements at this time.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Glossary of Terms
The Contract--General Provisions
Certain Federal Income Tax Consequences
Investment Experience
Guaranteed Minimum Income Benefit -Additional Information
Historical Performance Data
Published Ratings
State Regulation of Transamerica
Administration
Records and Reports
Distribution of the Contracts
Voting Rights
Other Products
Custody of Assets
Legal Matters
Independent Auditors
Other Information
Financial Statements

30
<PAGE>

APPENDIX A

HISTORICAL PERFORMANCE DATA

Standardized Performance Data

Transamerica may advertise historical yields and total returns for the
subaccounts of the separate account. In addition, Transamerica may advertise the
effective yield of the subaccount investing in the Money Market Portfolio (the
"Money Market Subaccount"). These figures are calculated according to
standardized methods prescribed by the SEC. They are based on historical
earnings and are not intended to indicate future performance.

Dreyfus Money Market Subaccount. The yield of the Money Market Subaccount for a
-------------------------------
contract refers to the annualized income generated by an investment under a
contract in the subaccount 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 under a contract in the
subaccount is assumed to be reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment.

Other Subaccounts. The yield of a subaccount (other than the Dreyfus Money
-----------------
Market Subaccount) for a contract refers to the annualized income generated by
an investment under a contract in the subaccount 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 12-month period and is shown as a percentage of the investment.

The total return of a subaccount refers to return quotations assuming an
investment under a contract has been held in the subaccount for various periods
of time including a period measured from the date the subaccount commenced
operations. When a subaccount has been in operation for one, five, and ten
years, respectively, the total return for these periods will be provided. The
total return quotations for a subaccount will represent the average annual
compounded rates of return that equate an initial investment of $1,000 in the
subaccount to the redemption value of that investment as of the last day of each
of the periods for which total return quotations are provided.

The yield and total return calculations for a subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular contract and
they do not reflect the rider charges for the optional guaranteed minimum income
benefits. To the extent that any or all of a premium tax or rider charge is
applicable to a particular contract, the yield and/or total return of that
contract will be reduced. For additional information regarding yields and total
returns calculated using the standard formats briefly summarized above, please
refer to the SAI, a copy of which may be obtained from the administrative and
service office upon request.

Non-Standardized Performance Data

In addition to the standardized data discussed above, similar performance data
for other periods may also be shown.

Transamerica may also advertise or disclose average annual total return or other
performance data in non-standard formats for a subaccount of the separate
account. The non-standardized performance data may make other assumptions such
as the amount invested in a subaccount, differences in time periods to be shown,
or the effect of partial withdrawals or annuity payments.

All non-standardized performance data will be advertised only if the
standardized performance data is also disclosed. For additional information
regarding the calculation of other performance data, please refer to the SAI.

Adjusted Historical Performance. The following performance data is historic
-------------------------------
performance data for the underlying portfolios since their inception reduced by
some or all of the fees and charges under the contract. Such adjusted historic
performance includes data that precedes the inception dates of the subaccounts.
This data is designed to show the performance that would have resulted if the
contract had been in existence during that time, based on the performance of the
applicable portfolio and the assumption that the applicable subaccount was in
existence for the same period as the portfolio with a level of charges equal to
those currently assessed under the contract. This data is not intended to
indicate future performance.

31
<PAGE>

For instance, as shown in Tables 1-A, 1-B, and 1-C below, Transamerica may
disclose average annual total returns for the portfolios reduced by all fees and
charges under the contract, as if the contract had been in existence since the
inception of the portfolio. Such fees and charges include the mortality and
expense risk fee and administrative charge. Tables 1-A, 1-B and 1-C do not
reflect the rider charge for the optional guaranteed minimum income benefit.

The following information is also based on the method of calculation described
in the SAI. The adjusted historical average annual total returns for periods
ended December 31, 1999, were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
TABLE 1-A
Adjusted Historical Average Annual Total Returns (1)
(Assuming No Guaranteed Minimum Income Benefit)
--------------------------------------------------------------------------------------------------------------------------------
5% Annually Compounded through age 85 (to a maximum of 200% of purchase payments) and
Annual Step-Up through age 85
(Total Separate Account Annual Expenses: 0.70% )
--------------------------------------------------------------------------------------------------------------------------------
Corresponding
10 Year Portfolio
Portfolio 1 Year 5 Year or Inception Inception Date
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced
--------------------------------------------------------------------------------------------------------------------------------
Appreciation
--------------------------------------------------------------------------------------------------------------------------------
Disciplined Stock
--------------------------------------------------------------------------------------------------------------------------------
Growth and Income
--------------------------------------------------------------------------------------------------------------------------------
International Value
--------------------------------------------------------------------------------------------------------------------------------
Limited Term High Income
--------------------------------------------------------------------------------------------------------------------------------
Money Market
--------------------------------------------------------------------------------------------------------------------------------
Quality Bond
--------------------------------------------------------------------------------------------------------------------------------
Small Cap
--------------------------------------------------------------------------------------------------------------------------------
Small Company Stock
--------------------------------------------------------------------------------------------------------------------------------
Special Value
--------------------------------------------------------------------------------------------------------------------------------
Stock Index
--------------------------------------------------------------------------------------------------------------------------------
Socially Responsible Growth
--------------------------------------------------------------------------------------------------------------------------------
Core Bond
--------------------------------------------------------------------------------------------------------------------------------
Core Value
--------------------------------------------------------------------------------------------------------------------------------
Emerging Leaders
--------------------------------------------------------------------------------------------------------------------------------
Emerging Markets
--------------------------------------------------------------------------------------------------------------------------------
European Equity
--------------------------------------------------------------------------------------------------------------------------------
Founders Discovery
--------------------------------------------------------------------------------------------------------------------------------
Founders Growth
--------------------------------------------------------------------------------------------------------------------------------
Founders International Equity
--------------------------------------------------------------------------------------------------------------------------------
Founders Passport
--------------------------------------------------------------------------------------------------------------------------------
Japan
--------------------------------------------------------------------------------------------------------------------------------
MidCap Stock
--------------------------------------------------------------------------------------------------------------------------------
Technology Growth
--------------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth
--------------------------------------------------------------------------------------------------------------------------------
+ Ten Year Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
TABLE 1 - B
Adjusted Historical Average Annual Total Returns (1)
(Assuming No Guaranteed Minimum Income Benefit)
--------------------------------------------------------------------------------------------------------------------------------
Return of Purchase Payments Death Benefit
(Total Separate Account Annual Expenses: 0.50%)
--------------------------------------------------------------------------------------------------------------------------------
Corresponding
10 Year Portfolio
Portfolio 1 Year 5 Year or Inception Inception Date
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced
--------------------------------------------------------------------------------------------------------------------------------
Appreciation
--------------------------------------------------------------------------------------------------------------------------------
Disciplined Stock
--------------------------------------------------------------------------------------------------------------------------------
Growth and Income
--------------------------------------------------------------------------------------------------------------------------------
International Value
--------------------------------------------------------------------------------------------------------------------------------
Limited Term High Income
--------------------------------------------------------------------------------------------------------------------------------
Money Market
--------------------------------------------------------------------------------------------------------------------------------
Quality Bond
--------------------------------------------------------------------------------------------------------------------------------
Small Cap
--------------------------------------------------------------------------------------------------------------------------------
Small Company Stock
--------------------------------------------------------------------------------------------------------------------------------
Special Value
--------------------------------------------------------------------------------------------------------------------------------
Stock Index
--------------------------------------------------------------------------------------------------------------------------------
Socially Responsible Growth
--------------------------------------------------------------------------------------------------------------------------------
Core Bond
--------------------------------------------------------------------------------------------------------------------------------
Core Value
--------------------------------------------------------------------------------------------------------------------------------
Emerging Leaders
--------------------------------------------------------------------------------------------------------------------------------
Emerging Markets
--------------------------------------------------------------------------------------------------------------------------------
European Equity
--------------------------------------------------------------------------------------------------------------------------------
Founders Discovery
--------------------------------------------------------------------------------------------------------------------------------
Founders Growth
--------------------------------------------------------------------------------------------------------------------------------
Founders International Equity
--------------------------------------------------------------------------------------------------------------------------------
Founders Passport
--------------------------------------------------------------------------------------------------------------------------------
Japan
--------------------------------------------------------------------------------------------------------------------------------
MidCap Stock
--------------------------------------------------------------------------------------------------------------------------------
Technology Growth
--------------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth
--------------------------------------------------------------------------------------------------------------------------------
+ Ten Year Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
TABLE 1 - C
Adjusted Historical Average Annual Total Returns (1)
(Assuming No Guaranteed Minimum Income Benefit)
--------------------------------------------------------------------------------------------------------------------------------
Account Value Death Benefit
(Total Separate Account Annual Expenses: 0.40%)
--------------------------------------------------------------------------------------------------------------------------------
Corresponding
10 Year Portfolio
Portfolio 1 Year 5 Year or Inception Inception Date
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced
--------------------------------------------------------------------------------------------------------------------------------
Appreciation
--------------------------------------------------------------------------------------------------------------------------------
Disciplined Stock
--------------------------------------------------------------------------------------------------------------------------------
Growth and Income
--------------------------------------------------------------------------------------------------------------------------------
International Value
--------------------------------------------------------------------------------------------------------------------------------
Limited Term High Income
--------------------------------------------------------------------------------------------------------------------------------
Money Market
--------------------------------------------------------------------------------------------------------------------------------
Quality Bond
--------------------------------------------------------------------------------------------------------------------------------
Small Cap
--------------------------------------------------------------------------------------------------------------------------------
Small Company Stock
--------------------------------------------------------------------------------------------------------------------------------
Special Value
--------------------------------------------------------------------------------------------------------------------------------
Stock Index
--------------------------------------------------------------------------------------------------------------------------------
Socially Responsible Growth
--------------------------------------------------------------------------------------------------------------------------------
Core Bond
--------------------------------------------------------------------------------------------------------------------------------
Core Value
--------------------------------------------------------------------------------------------------------------------------------
Emerging Leaders
--------------------------------------------------------------------------------------------------------------------------------
Emerging Markets
--------------------------------------------------------------------------------------------------------------------------------
European Equity
--------------------------------------------------------------------------------------------------------------------------------
Founders Discovery
--------------------------------------------------------------------------------------------------------------------------------
Founders Growth
--------------------------------------------------------------------------------------------------------------------------------
Founders International Equity
--------------------------------------------------------------------------------------------------------------------------------
Founders Passport
--------------------------------------------------------------------------------------------------------------------------------
Japan
--------------------------------------------------------------------------------------------------------------------------------
MidCap Stock
--------------------------------------------------------------------------------------------------------------------------------
Technology Growth
--------------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth
--------------------------------------------------------------------------------------------------------------------------------
+ Ten Year Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The calculation of total return performance for periods prior to inception
of the subaccounts reflects deductions for the mortality and expense risk
fee and administrative charge on a monthly basis, rather than a daily
basis. The monthly deduction is made at the beginning of each month and
generally approximates the performance that would have resulted if the
subaccounts had actually been in existence since the inception of the
portfolio.

34
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

DREYFUS ADVISOR ADVANTAGE VARIABLE ANNUITY

Issued through

SEPARATE ACCOUNT VA H

Offered by

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Annuity Service Center
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499-0111

This Statement of Additional Information expands upon subjects discussed in the
current prospectus for the Dreyfus Advisor Advantage Variable Annuity offered by
Transamerica Occidental Life Insurance Company ("Transamerica"). You may obtain
a copy of the prospectus dated ___________, 2000 by calling 877-717-8861, or by
writing to Transamerica Occidental Life Insurance Company, Annuity Service
Center, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0111. Terms used in
the current prospectus for the variable annuity are incorporated in this
Statement of Additional Information.

This Statement of Additional Information (SAI) is not a prospectus and should be
read only in conjunction with the prospectuses for the contract and the
underlying fund portfolios.

Dated: _____, 2000
<PAGE>

TABLE OF CONTENTS

Page
----
GLOSSARY OF TERMS........................................................
THE POLICY--GENERAL PROVISIONS...........................................
Owner...............................................................
Entire Contract.....................................................
Misstatement of Age or Sex..........................................
Addition, Deletion or Substitution of Investments...................
Reallocation of Annuity Units After the Annuity Commencement Date...
Annuity Payment Options.............................................
Death Benefit.......................................................
Death of Owner......................................................
Assignment..........................................................
Evidence of Survival................................................
Non-Participating...................................................
Amendments..........................................................
Employee and Agent Purchases........................................
CERTAIN FEDERAL INCOME TAX CONSEQUENCES..................................
Tax Status of the Contract..........................................
Taxation of Transamerica............................................
INVESTMENT EXPERIENCE....................................................
Accumulation Units..................................................
Annuity Unit Value and Annuity Payment Rates........................
GUARANTEED MINIMUM INCOME BENEFIT--ADDITIONAL INFORMATION...............
HISTORICAL PERFORMANCE DATA..............................................
Money Market Yields.................................................
Other Subaccount Yields.............................................
Total Returns.......................................................
Other Performance Data..............................................
Adjusted Historical Performance Data--The Separate Account..........
PUBLISHED RATINGS........................................................
STATE REGULATION OF TRANSAMERICA.........................................
ADMINISTRATION...........................................................
RECORDS AND REPORTS......................................................
DISTRIBUTION OF THE CONTRACTS............................................
VOTING RIGHTS............................................................
OTHER PRODUCTS...........................................................
CUSTODY OF ASSETS........................................................
LEGAL MATTERS............................................................
INDEPENDENT AUDITORS.....................................................
OTHER INFORMATION........................................................
FINANCIAL STATEMENTS.....................................................

-2-
<PAGE>

GLOSSARY OF TERMS

Account Value--On or before the annuity commencement date, the account value is
equal to the owner's:

. purchase payments; minus
. partial withdrawals; plus
. interest credited in the fixed account; plus or minus
. accumulated gains or losses in the separate account; minus
. premium taxes, rider fees, and transfer fees, if any.

Accumulation Unit--An accounting unit of measure used in calculating the account
value in the separate account before the annuity commencement date.

Annuitant--The person during whose life any annuity payments involving life
contingencies will continue.

Annuity Commencement Date--The date upon which annuity payments are to
commence. This date may be any date at least thirty days after the contract date
and not later than the latter of the last day of the contract month starting
after the annuitant attains age 100, or 10 years from contract issue.

Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.

Annuity Unit--An accounting unit of measure used in the calculation of the
amount of the second and each subsequent variable annuity payment.

Application--A written application, order form, or any other information
received electronically or otherwise upon which the contract is issued and/or is
reflected on the data or specifications page.

Beneficiary--The person who has the right to the death benefit set forth in the
contract.

Business Day--A day when the New York Stock Exchange is open for business.

Code--The Internal Revenue Code of 1986, as amended.

Contract Year--A contract year begins on the date in which the contract becomes
effective and on each anniversary thereof.

Fixed Account--One or more investment choices under the contract that are part
of Transamerica's general assets and which are not in the separate account.

Guaranteed Period Option--The 1-year guaranteed interest rate period of the
fixed account, which Transamerica offers, into which purchase payments may be
paid or amounts may be transferred.

Nonqualified Contract--A contract other than a qualified contract.

Owner--The person who may exercise all rights and privileges under the
contract. The owner during the lifetime of the annuitant and prior to the
annuity commencement date is the person designated as the owner or a successor
owner in the information that we require to issue a contract.

Purchase Payment--An amount paid to Transamerica by the owner or on the owner's
behalf as consideration for the benefits provided by the contract.

Qualified Contract--A contract issued in connection with retirement plans that
qualify for special federal income tax treatment under the Code.

Subaccount--A subdivision within the separate account, the assets of which are
invested in specified portfolios of the underlying funds.

-3-
<PAGE>

Successor Owner--A person appointed by the owner to succeed to ownership of the
contract in the event of the death of the owner who is not the annuitant before
the annuity commencement date.

Valuation Period--The period of time from one determination of accumulation unit
values and annuity unit values to the next subsequent determination of values.
Such determination shall be made on each business day.

Variable Annuity Payments--Payments made pursuant to an annuity payment option
which fluctuate as to dollar amount or payment term in relation to the
investment performance of the specified subaccounts within the separate account.

Written Notice or Written Request--Written notice, signed by the owner, that
gives Transamerica the information it requires and is received at the annuity
service center. For some transactions, Transamerica may accept an electronic
notice such as telephone instructions. Such electronic notice must meet the
requirements Transamerica establishes for such notices.

-4-
<PAGE>

In order to supplement the description in the prospectus, the following provides
additional information about Transamerica and the contract, which may be of
interest to a prospective purchaser.

THE POLICY--GENERAL PROVISIONS

Owner

The contract shall belong to the owner upon issuance of the contract after
completion of an application and delivery of the initial purchase payment. While
the annuitant is living, the owner may: (1) assign the contract; (2) surrender
the contract; (3) amend or modify the contract with Transamerica's consent; (4)
receive annuity payments or name a payee to receive the payments; and (5)
exercise, receive and enjoy every other right and benefit contained in the
contract. The exercise of these rights may be subject to the consent of any
assignee or irrevocable beneficiary, and of your spouse in a community or
marital property state.

Unless Transamerica has been notified of a community or marital property
interest in the contract, it will rely on its good faith belief that no such
interest exists and will assume no responsibility for inquiry.

A successor owner can be named in the application, information provided in lieu
thereof, or in a written notice. The successor owner will become the new owner
upon your death, if you predecease the annuitant. If no successor owner survives
you and you predecease the annuitant, your estate will become the owner.

Note Carefully. If the owner does not name a contingent owner, the owner's
--------------
estate will become the new owner. If no probate estate is opened because the
owner has precluded the opening of a probate estate by means of a trust or other
instrument, unless Transamerica has received written notice of the trust as a
successor owner signed prior to the owner's death, that trust may not exercise
ownership rights to the contract. It may be necessary to open a probate estate
in order to exercise ownership rights to the contract if no contingent owner is
named in a written notice received by Transamerica.

The owner may change the ownership of the contract in a written notice. When
this change takes effect, all rights of ownership in the contract will pass to
the new owner. A change of ownership may have tax consequences.

When there is a change of owner or successor owner, the change will not be
effective until it is recorded in our records. Once recorded, it will take
effect as of the date the owner signs the written notice, subject to any payment
Transamerica has made or action Transamerica has taken before recording the
change. Changing the owner or naming a new successor owner cancels any prior
choice of successor owner, but does not change the designation of the
beneficiary or the annuitant.

If ownership is transferred (except to the owner's spouse) because the owner
dies before the annuitant, the cash value generally must be distributed to the
successor owner within five years of the owner's death, or payments must be made
for a period certain or for the successor owner's lifetime so long as any period
certain does not exceed that successor owner's life expectancy, if the first
payment begins within one year of your death.

Entire Contract

The contract, any endorsements thereon, the application, or information provided
in lieu thereof constitute the entire contract between Transamerica and the
owner. All statements in the application are representations and not warranties.
No statement will cause the contract to be void or to be used in defense of a
claim unless contained in the application or information provided in lieu
thereof.

Misstatement of Age or Sex

If the age or sex of the annuitant or owner has been misstated, Transamerica
will change the annuity benefit payable to that which the purchase payments
would have purchased for the correct age or sex. The dollar amount of any
underpayment made by Transamerica shall be paid in full with the next payment
due such person or the beneficiary. The dollar amount of any overpayment made by
Transamerica due to any misstatement shall be deducted from payments
subsequently accruing to such person or beneficiary. Any underpayment or
overpayment will include interest at 5% per year, from the date of the wrong
payment to the date of the adjustment. The age of the annuitant or owner may be
established at any time by the submission of proof satisfactory to Transamerica.

-5-
<PAGE>

Addition, Deletion, or Substitution of Investments

Transamerica cannot and does not guarantee that any of the subaccounts will
always be available for purchase payments, allocations, or transfers.
Transamerica retains the right, subject to any applicable law, to make certain
changes in the separate account and its investments. Transamerica reserves the
right to eliminate the shares of any portfolio held by a subaccount and to
substitute shares of another portfolio of the underlying funds, or of another
registered open-end management investment company for the shares of any
portfolio, if the shares of the portfolio are no longer available for investment
or if, in Transamerica's judgment, investment in any portfolio would be
inappropriate in view of the purposes of the separate account. To the extent
required by the 1940 Act, substitutions of shares attributable to your interest
in a subaccount will not be made without prior notice to you and the prior
approval of the Securities and Exchange Commission ("SEC"). Nothing contained
herein shall prevent the separate account from purchasing other securities for
other series or classes of variable annuities, or from effecting an exchange
between series or classes of variable annuities on the basis of your requests.

New subaccounts may be established when, in the sole discretion of Transamerica,
marketing, tax, investment or other conditions warrant. Any new subaccounts may
be made available to existing owners on a basis to be determined by
Transamerica. Each additional subaccount will purchase shares in a mutual fund
portfolio or other investment vehicle. Transamerica may also eliminate one or
more subaccounts if, in its sole discretion, marketing, tax, investment or other
conditions warrant such change. In the event any subaccount is eliminated,
Transamerica will notify you and request a reallocation of the amounts invested
in the eliminated subaccount. If no such reallocation is provided by you,
Transamerica will reinvest the amounts in the subaccount that invests in the
Money Market Portfolio (or in a similar portfolio of money market instruments),
in another subaccount, or in the fixed account, if appropriate.

In the event of any such substitution or change, Transamerica may, by
appropriate endorsement, make such changes in the contract as may be necessary
or appropriate to reflect such substitution or change. Furthermore, if deemed to
be in the best interests of persons having voting rights under the contracts,
the separate account may be (i) operated as a management company under the 1940
Act or any other form permitted by law, (ii) deregistered under the 1940 Act in
the event such registration is no longer required or (iii) combined with one or
more other separate accounts. To the extent permitted by applicable law,
Transamerica also may transfer the assets of the separate account associated
with the contracts to another account or accounts.

Reallocation of Annuity Units After the Annuity Commencement Date

After the annuity commencement date, you may reallocate the value of a
designated number of annuity units of a subaccount then credited to a contract
into an equal value of annuity units of one or more other subaccounts or the
fixed account. The reallocation shall be based on the relative value of the
annuity units of the account(s) or subaccount(s) at the end of the business day
on the next payment date. The minimum amount which may be reallocated is the
lesser of (1) $10 of monthly income or (2) the entire monthly income of the
annuity units in the account or subaccount from which the transfer is being
made. If the monthly income of the annuity units remaining in an account or
subaccount after a reallocation is less than $10, Transamerica reserves the
right to include the value of those annuity units as part of the transfer. The
request must be in writing to Transamerica's annuity service center. There is no
charge assessed in connection with such reallocation. A reallocation of annuity
units may be made up to four times in any given contract year.

After the annuity commencement date, no transfers may be made from the fixed
account to the separate account.

Annuity Payment Options

During the lifetime of the annuitant and prior to the annuity commencement date,
the owner may choose an annuity payment option or change the election, but
written notice of any election or change of election must be received by
Transamerica at its annuity service center at least thirty (30) days prior to
the annuity commencement date. If no election is made prior to the annuity
commencement date, annuity payments will be made under (i) Payment Option 3,
life income with level payments for 10 years certain, using the existing account
value of the fixed account, or (ii) under Payment Option 3, life income with
variable payments for 10 years certain using the existing account value of the
separate account, or (iii) in a combination of (i) and (ii).

The person who elects an annuity payment option can also name one or more
successor payees to receive any unpaid amount Transamerica has at the death of a
payee. Naming these payees cancels any prior choice of a successor payee.

A payee who did not elect the annuity payment option does not have the right to
advance or assign payments, take the payments in one sum, or make any other
change. However, the payee may be given the right to do one or more of these
things if the person who elects the option tells Transamerica in writing and
Transamerica agrees.

-6-
<PAGE>

Variable Payment Options. The dollar amount of the first variable annuity
------------------------
payment will be determined in accordance with the annuity payment rates set
forth in the applicable table contained in the contract. The tables are based on
a 5% effective annual Assumed Investment Return and the "Annuity 2000" (male,
female, and unisex if required by law) mortality table with projection using
Scale G factors. ("The Annuity 2000" mortality rates are adjusted based on
improvements in mortality since 2000 to more appropriately reflect increased
longevity. This is accomplished using a set of improvement factors referred to
as projection scale G.) The dollar amount of additional variable annuity
payments will vary based on the investment performance of the subaccount(s) of
the separate account selected by the annuitant or beneficiary.

Determination of the First Variable Payment. The amount of the first variable
-------------------------------------------
payment depends upon the sex (if consideration of sex is allowed under state
law) and adjusted age of the annuitant. The adjusted age is the annuitant's
actual age nearest birthday, on the annuity commencement date, adjusted as
follows:

Annuity Commencement Date Adjusted Age
------------------------- ------------
Before 2010 Actual Age
2010-2019 Actual Age minus 1
2020-2026 Actual Age minus 2
2027-2033 Actual Age minus 3
2034-2040 Actual Age minus 4
After 2040 Determined by us.

This adjustment assumes an increase in life expectancy, and therefore it results
in lower payments than without such an adjustment.

Determination of Additional Variable Payments. All variable annuity payments
---------------------------------------------
other than the first are calculated using annuity units and are credited to the
contract. The number of annuity units to be credited in respect of a particular
subaccount is determined by dividing that portion of the first variable annuity
payment attributable to that subaccount by the annuity unit value of that
subaccount on the annuity commencement date. The number of annuity units of each
particular subaccount credited to the contract then remains fixed, assuming no
transfers to or from that subaccount occur. The dollar value of variable annuity
units in the chosen subaccount will increase or decrease reflecting the
investment experience of the chosen subaccount. The dollar amount of each
variable annuity payment after the first may increase, decrease or remain
constant. This amount is equal to the sum of the amounts determined by
multiplying the number of annuity units of each particular subaccount credited
to the contract by the annuity unit value for the particular subaccount as of
the first business day of each month.

Death Benefit

Adjusted Partial Withdrawal. The amount of your guaranteed minimum death benefit
---------------------------
(if a guaranteed minimum death benefit is selected) is reduced due to a partial
withdrawal called the adjusted partial withdrawal. The reduction amount depends
on the relationship between your guaranteed minimum death benefit and account
value. The adjusted partial withdrawal is equal to (1) multiplied by (2), where:

(1) is the partial withdrawal, where partial withdrawal = requested
withdrawal; and
(2) is the adjustment factor = current death benefit prior to the
withdrawal divided by the current account value prior to the
withdrawal.

The following examples describe the effect of a withdrawal on the guaranteed
minimum death benefit and account value.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Example 1
(Assumed Facts for Example)
---------------------------------------------------------------------------------------------------------------------------
<S> <C>
$75,000 current guaranteed minimum death benefit before withdrawal
---------------------------------------------------------------------------------------------------------------------------
$50,000 current account value before withdrawal
---------------------------------------------------------------------------------------------------------------------------
$75,000 current death benefit (larger of account value and guaranteed minimum death benefit)
---------------------------------------------------------------------------------------------------------------------------
$15,000 requested withdrawal
---------------------------------------------------------------------------------------------------------------------------
$15,000 reduction in account value
---------------------------------------------------------------------------------------------------------------------------
$22,500 adjusted partial withdrawal = 15,000 * (75,000/50,000)
---------------------------------------------------------------------------------------------------------------------------
$52,500 New guaranteed minimum death benefit (after withdrawal) = 75,000-22,500
---------------------------------------------------------------------------------------------------------------------------
$35,000 New account value (after withdrawal) = 50,000-15,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

-7-
<PAGE>

Summary:
--------
Reduction in guaranteed minimum death benefit = $22,500
Reduction in account value = $15,000

Note, guaranteed minimum death benefit is reduced more than the account value
since the guaranteed minimum death benefit was greater than the account value
just prior to the withdrawal.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Example 2
(Assumed Facts for Example)
---------------------------------------------------------------------------------------------------------------------------
<S> <C>
$50,000 current guaranteed minimum death benefit before withdrawal
---------------------------------------------------------------------------------------------------------------------------
$75,000 current account value before withdrawal
---------------------------------------------------------------------------------------------------------------------------
$75,000 current death benefit (larger of account value and guaranteed minimum death benefit)
---------------------------------------------------------------------------------------------------------------------------
$15,000 requested withdrawal
---------------------------------------------------------------------------------------------------------------------------
$15,000 reduction in account value
---------------------------------------------------------------------------------------------------------------------------
$15,000 adjusted partial withdrawal = 15,100 * (75,000/75,000)
---------------------------------------------------------------------------------------------------------------------------
$35,000 New guaranteed minimum death benefit (after withdrawal) = 50,000-15,100
---------------------------------------------------------------------------------------------------------------------------
$60,000 New account value (after withdrawal) = 75,000-15,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Summary:
--------
Reduction in guaranteed minimum death benefit = $15,000
Reduction in account value = $15,000

Note, the guaranteed minimum death benefit and account value are reduced by the
same amount since the account value was higher than the guaranteed minimum death
benefit just prior to the withdrawal.

Due proof of death of the annuitant is proof that the annuitant that is the
owner died prior to the commencement of annuity payments. A certified copy of a
death certificate, a certified copy of a decree of a court of competent
jurisdiction as to the finding of death, a written statement by the attending
physician, or any other proof satisfactory to Transamerica will constitute due
proof of death. Upon receipt of this proof and an election of a method of
settlement and return of the contract, the death benefit generally will be paid
within seven days, or as soon thereafter as Transamerica has sufficient
information about the beneficiary to make the payment. The beneficiary may
receive the amount payable in a lump sum cash benefit, or, subject to any
limitation under any state or federal law, rule, or regulation, under one of the
annuity payment options described above, unless a settlement agreement is
effective at the death of the owner preventing such election.

If the annuitant was the owner, and the beneficiary was not the annuitant's
spouse, the death benefit must (1) be distributed within five years of the date
of the deceased owner's death, or (2) payments under an annuity payment option
must begin no later than one year after the deceased owner's death and must be
made for the beneficiary's lifetime or for a period certain (so long as any
period certain does not exceed the beneficiary's life expectancy). Death
proceeds which are not paid to or for the benefit of a natural person, must be
distributed within five years of the date of the deceased owner's death. If the
sole beneficiary is the deceased owner's surviving spouse, such spouse may elect
to continue the contract as the new annuitant and owner instead of receiving the
death benefit.

If the annuitant is not the owner, and the owner dies prior to the annuity
commencement date, a successor owner may surrender the contract at any time for
the amount of the account value. If the successor owner is not the deceased
owner's spouse, however, the account value must be distributed: (1) within five
years after the date of the deceased owner's death, or (2) payments under an
annuity payment option must begin no later than one year after the deceased
owner's death and must be made for the successor owner's lifetime or for a
period certain (so long as any period certain does not exceed the successor
owner's life expectancy).

Beneficiary. The beneficiary designation in the application will remain in
-----------
effect until changed. The owner may change the designated beneficiary by sending
written notice to Transamerica. The beneficiary's consent to such change is not
required unless the beneficiary was irrevocably designated or law requires
consent. (If an irrevocable beneficiary dies, the owner may then designate a new
beneficiary.) The change will take effect as of the date the owner signs the
written notice, whether or not the owner is living when the notice is received
by Transamerica. Transamerica will not be liable for any payment made before the
written notice is received. If more than one beneficiary is designated, and the
owner fails to specify their interests, they will share equally.

-8-
<PAGE>

Death of Owner

Federal tax law requires that if any owner (including any joint owner or any
successor owner who has become a current owner) dies before the annuity
commencement date, then the entire value of the contract must generally be
distributed within five years of the date of death of such owner. Certain rules
apply where (1) the spouse of the deceased owner is the sole beneficiary, (2)
the owner is not a natural person and the primary annuitant dies or is changed,
or (3) any owner dies after the annuity commencement date. See "Certain Federal
Income Tax Consequences" for more information about these rules. Other rules may
apply to qualified contracts.

Assignment

During the lifetime of the annuitant you may assign any rights or benefits
provided by the contract if your contract is a nonqualified contract. An
assignment will not be binding on Transamerica until a copy has been filed at
its administrative and service office. Your rights and benefits and those of the
beneficiary are subject to the rights of the assignee. Transamerica assumes no
responsibility for the validity or effect of any assignment. Any claim made
under an assignment shall be subject to proof of interest and the extent of the
assignment. An assignment may have tax consequences.

Unless you so direct by filing written notice with Transamerica, no beneficiary
may assign any payments under the contract before they are due. To the extent
permitted by law, no payments will be subject to the claims of any beneficiary's
creditors.

Ownership under qualified contracts is restricted to comply with the Code.

Evidence of Survival

Transamerica reserves the right to require satisfactory evidence that a person
is alive if a payment is based on that person being alive. No payment will be
made until Transamerica receives such evidence.

Non-Participating

The contract will not share in Transamerica's surplus earnings; no dividends
will be paid.

Amendments

No change in the contract is valid unless made in writing by Transamerica and
approved by one of Transamerica's officers. No registered representative has
authority to change or waive any provision of the contract.

Transamerica reserves the right to amend the contract to meet the requirements
of the Code, regulations or published rulings. You can refuse such a change by
giving written notice, but a refusal may result in adverse tax consequences.

Employee and Agent Purchases

The contract may be acquired by an employee or registered representative of any
broker/dealer authorized to sell the contract or their spouse or minor children,
or by an officer, director, trustee or bona-fide full-time employee of
Transamerica or its affiliated companies or their spouse or minor children. In
such a case, Transamerica may credit an amount equal to a percentage of each
purchase payment to the contract due to lower acquisition costs Transamerica
experiences on those purchases. The credit will be reported to the Internal
Revenue Service as taxable income to the employee or registered representative.
Transamerica may offer certain employer sponsored savings plans, in its
discretion reduced fees and charges including, but not limited to, the mortality
and expense risk fee and the administrative charge for certain sales under
circumstances which may result in savings of certain costs and expenses. In
addition, there may be other circumstances of which Transamerica is not
presently aware which could result in reduced sales or distribution expenses.
Credits to the contract or reductions in these fees and charges will not be
unfairly discriminatory against any owner.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general discussion
of certain of the expected federal income tax consequences of investment in and
distributions with respect to a contract, based on the Code, as amended,
proposed and final Treasury Regulations thereunder, judicial authority, and
current administrative rulings and practice. This summary discusses only certain
federal income tax consequences to "United States Persons," and does not discuss
state,

-9-
<PAGE>

local, or foreign tax consequences. United States Persons means citizens or
residents of the United States, domestic corporations, domestic partnerships and
trusts or estates that are subject to United States federal income tax
regardless of the source of their income.

Tax Status of the Contract

The following discussion is based on the assumption that the contract qualifies
as an annuity contract for federal income tax purposes.

Distribution Requirements. The Code requires that nonqualified contracts contain
-------------------------
specific provisions for distribution of contract proceeds upon the death of any
owner. In order to be treated as an annuity contract for federal income tax
purposes, the Code requires that such contracts provide that if any owner dies
on or after the annuity commencement date and before the entire interest in the
contract has been distributed, the remaining portion must be distributed at
least as rapidly as under the method in effect on such owner's death. If any
owner dies before the annuity commencement date, the entire interest in the
contract must generally be distributed within 5 years after such owner's date of
death or be used to purchase an immediate annuity under which payments will
begin within one year of such owner's death and will be made for the life of the
beneficiary or for a period not extending beyond the life expectancy of the
"designated beneficiary" as defined in section 72(s) of the Code. However, if
upon such owner's death prior to the annuity commencement date, such owner's
surviving spouse becomes the sole new owner, then the contract may be continued
with the surviving spouse as the new owner. Under the contract, the beneficiary
is the designated beneficiary of an owner/annuitant and the successor owner is
the designated beneficiary of an owner who is not the annuitant. If any owner is
not a natural person, then for purposes of these distribution requirements, the
primary annuitant shall be treated as an owner and any death or change of such
primary annuitant shall be treated as the death of an owner. The nonqualified
contracts contain provisions intended to comply with these requirements of the
Code. No regulations interpreting these requirements of the Code have yet been
issued and thus no assurance can be given that the provisions contained in the
contract satisfy all such Code requirements. The provisions contained in the
contract will be reviewed and modified if necessary to assure that they comply
with the Code requirements when clarified by regulation or otherwise.

Diversification Requirements. Section 817(h) of the Code provides that in order
----------------------------
for a variable contract which is based on a segregated asset account to qualify
as an annuity contract under the Code, the investments made by such account must
be "adequately diversified" in accordance with Treasury regulations. The
Treasury regulations issued under Section 817(h) (Treas. Reg. (S)1.817-5) apply
a diversification requirement to each of the subaccounts. The separate account,
through its underlying funds and their portfolios, intends to comply with the
diversification requirements of the Treasury. Transamerica has entered into
agreements with each underlying fund company which requires the portfolios to be
operated in compliance with the Treasury regulations.

Owner Control. In certain circumstances, owners of variable annuity contracts
-------------
may be considered the owners, for federal income tax purposes, of the assets of
the separate account used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includable in the
variable annuity contract owner's gross income. Several years ago, the IRS
stated in published rulings that a variable annuity 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. More recently, the Treasury Department
announced in connection with the issuance of regulations concerning investment
diversification, that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the investor (i.e., you), 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 contractholders may direct their investments to particular
subaccounts 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,
you have the choice of one or more subaccounts in which to allocate purchase
payments and account values, and may be able to transfer among these accounts
more frequently than in such rulings. These differences could result in you
being treated as the owner of the assets of the separate account. In addition,
Transamerica does not know what standards will be set forth, if any, in the
regulations or rulings that the Treasury Department has stated it expects to
issue. Transamerica therefore reserves the right to modify the contracts as
necessary to attempt to prevent you from being considered the owner of a pro
rata share of the assets of the separate account.

Withholding. The portion of any distribution under a contract that is includable
-----------
in gross income will be subject to federal income tax withholding unless the
recipient of such distribution elects not to have federal income tax withheld.
Election forms will be provided at the time distributions are requested or made.
The withholding rate varies according to the type of distribution and the

-10-
<PAGE>

owner's tax status. For qualified contracts, "eligible rollover distributions"
from Section 401(a) plans, Section 403(a) annuities, and Section 403(b)
tax-sheltered annuities are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is the taxable portion of
any distribution from such a plan, except certain distributions such as
distributions required by the Code or distributions in a specified annuity form.
The 20% withholding does not apply, however, if the owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA. Different
withholding requirements may apply in the case of non-United States persons.

Qualified Contracts. The qualified contract is designed for use with several
-------------------
types of tax-qualified retirement plans. The tax rules applicable to
participants and beneficiaries in tax-qualified retirement plans vary according
to the type of plan and the terms and conditions of the plan. Special favorable
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 prior to 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. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into the contracts or our administration procedures. Owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions with respect to the
contracts comply with applicable law.

For qualified plans under Section 401(a), 403(a), 403(b), and 457, 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) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or 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 in which the owner (or plan participant ) reaches age 70
1/2. Each owner is responsible for requesting distributions under the contract
that satisfy applicable tax rules.

Transamerica makes no attempt to provide more than general information about use
of the contract with the various types of retirement plans. Purchasers of a
contract for use with any retirement plan should consult their legal counsel and
tax adviser regarding the suitability of the contract.

Individual Retirement Annuities. In order to qualify as a traditional individual
-------------------------------
retirement annuity under Section 408(b) of the Code, a contract must contain
certain provisions: (i) the owner must be the annuitant; (ii) the contract
generally is not transferable by the owner, e.g., the owner may not designate a
new owner, designate a contingent owner or assign the contract as collateral
security; (iii) the total purchase payments for any calendar year may not exceed
$2,000, except in the case of a rollover amount or contribution under Section
402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code; (iv) annuity payments or
withdrawals must begin no later than April 1 of the calendar year following the
calendar year in which the annuitant attains age 70 1/2; (v) an annuity payment
option with a period certain that will guarantee annuity payments beyond the
life expectancy of the annuitant and the beneficiary may not be selected; and
(vi) certain payments of death benefits must be made in the event the annuitant
dies prior to the distribution of the account value. Contracts intended to
qualify as traditional individual retirement annuities under Section 408(b) of
the Code contain such provisions. Amounts in the IRA (other than nondeductible
contributions) are taxed when distributed from the IRA. Distributions prior to
age 59 1/2 (unless certain exceptions apply) are subject to a 10% penalty tax.

No part of the funds for an individual retirement account (including a Roth IRA)
or annuity should be invested in a life insurance contract, but the regulations
thereunder allow such funds to be invested in an annuity contract that provides
a death benefit that equals the greater of the purchase payments paid or the
cash value for the contract. The contract provides an enhanced death benefit
that could exceed the amount of such a permissible death benefit, but it is
unclear to what extent such an enhanced death benefit could disqualify the
contract as an IRA. The Internal Revenue Service has not reviewed the contract
for qualification as an IRA, and has not addressed in a ruling of general
applicability whether an enhanced death benefit provision, such as the provision
in the contract, comports with IRA qualification requirements.

Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section
-----------------------------------------------
408A of the Code, contains many of the same provisions as a traditional IRA.
However, there are some differences. First, the contributions are not deductible
and must be made in cash or as a rollover or transfer from another Roth IRA or
other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject
to tax and other special rules may apply to the rollover or conversion and to
distributions attributable thereto. You should consult a tax adviser before
combining any converted amounts with any other Roth IRA contributions, including
any other conversion amounts from other tax years. The Roth IRA is available to
individuals with earned income and whose modified adjusted gross income is under
$110,000 for single filers, $160,000 for married filing jointly, and $10,000 for
married filing separately. The amount per individual that may be contributed to
all IRAs (Roth and traditional) is $2,000. Secondly, the distributions are taxed
differently. The Roth IRA offers tax-free distributions when made 5 tax years
after the first contribution to any Roth IRA of the individual and made after
attaining age 59 1/2, to pay for qualified first time homebuyer expenses
(lifetime maximum of $10,000) or due to death or disability. All other
distributions are subject to income tax when made from earnings and

-11-
<PAGE>

may be subject to a premature withdrawal penalty tax unless an exception
applies. Unlike the traditional IRA, there are no minimum required distributions
during the owner's lifetime; however, required distributions at death are
generally the same.

Section 403(b) Plans. Under Section 403(b) of the Code, payments made by public
--------------------
school systems and certain tax exempt organizations to purchase contracts for
their employees are excludable from the gross income of the employee, subject to
certain limitations. However, such payments may be subject to FICA (Social
Security) taxes. The contracts include a death benefit that in some cases may
exceed the greater of the purchase payments or the account value. The death
benefit could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under section 403(b). Because the death
benefit may exceed this limitation, employers using the contracts in connection
with such plans should consult their tax adviser. Additionally, in accordance
with the requirements of the Code, Section 403(b) annuities generally may not
permit distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age 59
1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the case
of hardship.

Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections 401(a)
------------------------------------------------------------
and 403(a) of the Code permit corporate employers to establish various types of
retirement plans for employees and self-employed individuals to establish
qualified plans for themselves and their employees. Such retirement plans may
permit the purchase of the contracts to accumulate retirement savings. Adverse
tax consequences to the plan, the participant or both may result if the contract
is assigned or transferred to any individual as a means to provide benefit
payments. The contracts include a death benefit that in some cases may exceed
the greater of the purchase payments or the account value. The death benefit
could be characterized as an incidental benefit, the amount of which is limited
in a pension or profit sharing plan. Because the death benefit may exceed this
limitation, employers using the contracts in connection with such plans should
consult their tax adviser.

Deferred Compensation Plans. Section 457 of the Code, while not actually
---------------------------
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. The contracts can be used with such plans. Under such plans a
participant may specify the form of investment in which his or her participation
will be made. For non-governmental Section 457 plans, all such investments,
however, are owned by, and are subject to, the claims of the general creditors
of the sponsoring employer. Depending on the terms of the particular plan, a
non-government employer may be entitled to draw on deferred amounts for purposes
unrelated to its Section 457 plan obligations. In general, all amounts received
under a Section 457 plan are taxable and are subject to federal income tax
withholding as wages.

Non-natural Persons. Pursuant to Section 72(u) of the Code, an annuity contract
-------------------
held by a taxpayer other than a natural person generally will not be treated as
an annuity contract under the Code; accordingly, an owner who is not a natural
person will recognize as ordinary income for a taxable year the excess of (i)
the sum of the account value as of the close of the taxable year and all
previous distributions under the contract over (ii) the sum of the purchase
payments paid for the taxable year and any prior taxable year and the amounts
includable in gross income for any prior taxable year with respect to the
contract. Notwithstanding the preceding sentences in this paragraph, Section
72(u) of the Code does not apply to (i) a contract where the nominal owner is
not a natural person but the beneficial owner is a natural person, (ii) a
contract acquired by the estate of a decedent by reason of such decedent's
death, (iii) a qualified contract (other than one qualified under Section 457)
or (iv) a single-payment annuity where the annuity commencement date is no later
than one year from the date of the single purchase payment; instead, such
contracts are taxed as described above under the heading "Taxation of
Annuities."

Taxation of Transamerica

Transamerica at present is taxed as a life insurance company under part I of
Subchapter L of the Code. The separate account is treated as part of
Transamerica and, accordingly, will not be taxed separately as "regulated
investment companies" under Subchapter M of the Code. Transamerica does not
expect to incur any federal income tax liability with respect to investment
income and net capital gains arising from the activities of the separate account
retained as part of the reserves under the contract. Based on this expectation,
it is anticipated that no charges will be made against the separate account for
federal income taxes. If, in future years, any federal income taxes are incurred
by Transamerica with respect to the separate account, Transamerica may make a
charge to that account.

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<PAGE>

INVESTMENT EXPERIENCE

A "net investment factor" is used to determine the value of accumulation units
and annuity units, and to determine annuity payment rates.

Accumulation Units

Allocations of a purchase payment directed to a subaccount are credited in the
form of accumulation units. Each subaccount has a distinct accumulation unit
value. The number of units credited is determined by dividing the purchase
payment or amount transferred to the subaccount by the accumulation unit value
of the subaccount as of the end of the valuation period during which the
allocation is made. For each subaccount, the accumulation unit value for a given
business day is based on the net asset value of a share of the corresponding
portfolio of the underlying funds less any applicable charges or fees.

Upon allocation to the selected subaccount, purchase payments are converted into
accumulation units of the subaccount. The number of accumulation units to be
credited is determined by dividing the dollar amount allocated to each
subaccount by the value of an accumulation unit for that subaccount as next
determined after the purchase payment is received at the administrative and
service office or, in the case of the initial purchase payment, when the
application is completed, whichever is later. The value of an accumulation unit
for the subaccounts was arbitrarily established at $10, except for the Money
Market Subaccount which was established at $1, at the inception of each
subaccount. Thereafter, the value of an accumulation unit is determined as of
the close of trading on each day the New York Stock Exchange is open for
business.

For the separate account, an index (the "net investment factor") which measures
the investment performance of a subaccount during a valuation period is used to
determine the value of an accumulation unit for the next subsequent valuation
period. The net investment factor may be greater or less than or equal to one;
therefore, the value of an accumulation unit may increase, decrease or remain
the same from one valuation period to the next. You bear this investment risk.
The net investment performance of a subaccount and deduction of certain charges
affect the accumulation unit value.

The net investment factor for any subaccount for any valuation period is
determined by dividing (a) by (b) and subtracting (c) from the result, where:

(a) is the net result of:

. the net asset value per share of the shares held in the subaccount
determined at the end of the current valuation period, plus

. the per share amount of any dividend or capital gain distribution made
with respect to the shares held in the subaccount if the ex-dividend
date occurs during the current valuation period, plus or minus

. a per share credit or charge for any taxes determined by Transamerica
to have resulted during the valuation period from the investment
operations of the subaccount;

(b) is the net asset value per share of the shares held in the subaccount
determined as of the end of the immediately preceding valuation period;
(c) is the mortality and expense risk fee during the valuation period, equal on
an annual basis to 0.55% (for the Greater of 5% Annually Compounded through
age 85 (to a maximum of 200% of purchase payments) or Annual Step-Up
through age 85 Death Benefit), 0.35% (for the Return of Purchase Payments
Death Benefit), or 0.25% (for a Death Benefit equal to the Account Value)
of the daily net asset value of the subaccount, plus the 0.15%
administrative charge.

Illustration of Separate Account Accumulation Unit Value Calculations

Formula and Illustration for Determining the Net Investment Factor

Net Investment Factor = (A + B - C) - E
-----------
D

Where: A = The net asset value of an underlying fund share as of the end
of the current valuation period.
Assume............................................ A = $11.57

B = The per share amount of any dividend or capital gains
distribution since the end of the Immediately preceding
valuation period.
Assume............................................ B = 0

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<PAGE>

C = The per share charge or credit for any taxes reserved for at
the end of the current valuation period.
Assume............................................ C = 0

D = The net asset value of an underlying fund share at the end of
the immediately preceding valuation period.
Assume............................................ D = $11.40

E = The daily deduction for the mortality and expense risk fee
and the administrative charge, which totals 0.40% - 0.70%
(depending on the death benefit) on an annual basis during
the accumulation phase, and 1.40% during the income phase. On
a daily basis, E = .000046185.
Assume........................................... E = 0.70%

Then, the net investment factor = (11.57 + 0 - 0) - .000046185 = Z = 1.014866096
---------------
(11.40)

Formula and Illustration for Determining Accumulation Unit Value

Accumulation Unit Value = A * B

Where: A =The accumulation unit value for the immediately preceding
valuation period.
Assume.............................................. = $X

B =The net investment factor for the current valuation period.
Assume............................................... = Y

Then, the accumulation unit value = $X * Y = $Z

Annuity Unit Value and Annuity Payment Rates

For the separate account, the amount of variable annuity payments will vary with
annuity unit values. Annuity unit values rise if the net investment performance
of the subaccount exceeds the assumed interest rate of 5% annually. Conversely,
annuity unit values fall if the net investment performance of the subaccount is
less than the assumed rate. The value of a variable annuity unit in each
subaccount was established at $10, except for the Money Market Subaccount which
was established at $1, on the date operations began for that subaccount. For the
separate account, the value of a variable annuity unit on any subsequent
business day is equal to (a) multiplied by (b) multiplied by (c), where:

(a) is the variable annuity unit value on the immediately preceding
business day;
(b) is the net investment factor for the valuation period; and
(c) is the investment result adjustment factor for the valuation period.

The investment result adjustment factor for the valuation period is the product
of discount factors of .99986634 per day to recognize the 5% effective annual
assumed investment return. The valuation period is the period from the close of
the immediately preceding business day to the close of the current business day.

The dollar amount of subsequent variable annuity payments will depend upon
changes in applicable annuity unit values.

The annuity payment rates vary according to the annuity option elected and the
sex and adjusted age of the annuitant at the annuity commencement date. The
contract also contains a table for determining the adjusted age of the
annuitant.

Illustration of Calculations for Annuity Unit Value
and Variable Annuity Payments

Formula and Illustration for Determining Annuity Unit Value

Annuity Unit Value = A * B * C

Where: A =Annuity unit value for the immediately preceding valuation
period.
Assume............................................... = $X

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<PAGE>

B =Net investment factor for the valuation period for which the
annuity unit value is being Calculated.
Assume............................................... = Y

C =A factor to neutralize the assumed interest rate of 5% built
into the Annuity Tables used.
Assume............................................... = Z

Then, the annuity unit value is:

$X * Y * Z = $Q

Formula and Illustration for Determining Amount of
First Monthly Variable Annuity Payment

First monthly variable annuity payment = A * B
-----
$1,000

Where: A =The account value as of the annuity commencement date.
Assume................................................ = $X

B =The Annuity purchase rate per $1,000 of account value based
upon the option selected, the sex and adjusted age of the
annuitant according to the tables contained in the contract.

Assume................................................ = $Y

Then, the first monthly variable annuity payment = $X * $Y = $Z
-------
1,000

Formula and Illustration for Determining the Number of Annuity Units
Represented by Each Monthly Variable Annuity Payment

Number of annuity units = A
---
B

Where: A =The dollar amount of the first monthly variable annuity
payment.
Assume............................................... = $X

B =The annuity unit value for the valuation date on which
the first monthly payment is due.
Assume............................................... = $Y

Then, the number of annuity units = $X = Z
--
$Y

GUARANTEED MINIMUM INCOME BENEFIT -- ADDITIONAL INFORMATION

The amounts shown below are hypothetical guaranteed minimum monthly payment
amounts under the guaranteed minimum income benefit rider for a $100,000
purchase payment when annuity payments do not begin until the rider anniversary
indicated in the left-hand column. These figures assume the following:

. there were no subsequent purchase payments or withdrawals;
. there were no premium taxes;
. the $100,000 purchase payment is subject to the guaranteed minimum income
benefit;
. the annuitant is (or both annuitants are) 60 years old when the rider is
issued;
. the annual growth rate of the minimum annuitization value is 5.0% for the
Greater of the 5% Annually Compounded through age 85 (to a maximum of 200%
of purchase payments) or Annual Step-Up through age 85 guaranteed minimum
income benefit and 0% for the Return of Purchase Payment guaranteed minimum
income benefit (once established, an annual growth rate will not change
during the life of the guaranteed minimum income benefit rider);
. there was no growth in the account value of the contract; and
. there was no upgrade of the minimum annuitization value.

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<PAGE>

Six different annuity payment options are illustrated for each guaranteed
minimum income benefit option; a male annuitant, a female annuitant and a joint
and survivor annuity (one male and one female), each on a Life Only and a Life
with 10-Year Certain basis. The figures below, which are the amount of the first
payment and the guaranteed fixed monthly payment, are based on an assumed
investment return of 3%. Subsequent payments are calculated using a 5% assumed
investment return. If you choose the guaranteed minimum payment option,
subsequent payments will never be less than the amount of the first payment. If
you do not choose the guaranteed minimum payment option, subsequent payments may
be less than the amount of the first payment.

Life Only = Life Annuity with No Period Certain

Life 10 = Life Annuity with 10 Years Certain

Hypothetical Annuity Payments for the Greater of 5% Annually Compounded through
age 85 (to a maximum of 200% of purchase payments) or Annual Step-Up through age
85 guaranteed minimum income benefit

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Rider Anniversary at Male Female Joint & Survivor
Exercise Date
-------------------------------------------------------------------------------------------------------------
Life Only Life 10 Life Only Life 10 Life Only Life 10
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
7 (age 67) $792 $761 $742 $723 $637 $636
-------------------------------------------------------------------------------------------------------------
15 $1,492 $1,340 $1,388 $1,290 $1,140 $1,126
-------------------------------------------------------------------------------------------------------------
20 (age 80) $1,846 $1,522 $1,732 $1,492 $1,372 $1,320
-------------------------------------------------------------------------------------------------------------
</TABLE>

Hypothetical Annuity Payments for the Return of Purchase Payment guaranteed
minimum income benefit

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Rider Anniversary at Male Female Joint & Survivor
Exercise Date
-------------------------------------------------------------------------------------------------------------
Life Only Life 10 Life Only Life 10 Life Only Life 10
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
7 (age 67) $563 $541 $527 $514 $453 $452
-------------------------------------------------------------------------------------------------------------
15 $746 $670 $694 $645 $570 $563
-------------------------------------------------------------------------------------------------------------
20 (age 80) $923 $761 $866 $746 $686 $660
-------------------------------------------------------------------------------------------------------------
</TABLE>

These hypothetical illustrations should not be deemed representative of past or
future performance of any underlying variable investment option.

Withdrawals will affect the minimum annuitization value as follows: Withdrawals
will reduce the minimum annuitization value on a pro-rata basis by an amount
equal to the minimum annuitization value multiplied by the percentage reduction
in the account value resulting from the withdrawal.

The amount of the first payment provided by the guaranteed minimum income
benefit will be determined by multiplying each $1,000 of minimum annuitization
value (or account value if greater) by the applicable annuity factor shown in
Schedule I of the guaranteed minimum income benefit rider. The applicable
annuity factor depends upon the annuitant's (and joint annuitant's if any) sex
(or without regard to gender if required by law), age, and the guaranteed
minimum income benefit payment option selected and is based on a guaranteed
interest rate of 3% and the "Annuity 2000" mortality table improved with
projection Scale G. Subsequent payments will be calculated as described in the
guaranteed minimum income benefit rider using a 5% assumed investment return.
Subsequent payments may fluctuate monthly in accordance with the investment
performance of the annuity sub-accounts. However, if you choose the guaranteed
minimum payment option detailed in the guaranteed minimum income benefit rider,
subsequent payments are guaranteed to never be less than the initial payment. If
you do not choose the guaranteed minimum payment option, subsequent payments may
be less than the initial payment.

Furthermore, if you elect the guaranteed minimum payment option, payments
throughout each policy year will be stabilized to remain level. The stabilized
payment on each subsequent contract anniversary after annuitization using the
guaranteed minimum income benefit will equal the greater of the initial payment
or the payment supportable by the annuity units in the selected sub-accounts. If
you do not elect the guaranteed minimum payment option, subsequent payments will
be equal to the supportable payment and could fluctuate throughout each policy
year. The supportable payment is equal to the number of variable annuity units
in the selected sub-accounts multiplied by the variable annuity unit values in
those sub-accounts on the date the payment is made. The variable annuity unit
values used to calculate the supportable payment will assume a 5% assumed
investment return. Under the guaranteed minimum payment option, if the
supportable payment at any payment date during a contract year is greater than
the stabilized payment for that contract year, the excess will be used to
purchase additional annuity units. Conversely, if the supportable payment at any
payment date during a contract year is less than the stabilized payment for the
contract year, there will

-16-
<PAGE>

be a reduction in the number of annuity units credited to the policy to fund the
deficiency. In the case of a reduction, you will not participate as fully in the
future investment performance of the sub-accounts you selected since fewer
annuity units are credited to your policy. Purchases and reductions will be
allocated to each sub-account on a proportionate basis. If you do not elect the
guaranteed minimum payment option, no annuity units will be purchased or
redeemed.

Under the guaranteed minimum payment option, we bear the risk that we will need
to make payments if all annuity units have been used in an attempt to maintain
the stabilized payment at the initial payment level. In such event, we will make
all future payments equal to the initial payment. Once all the annuity units
have been used, the amount of your payment will not increase or decrease and
will not depend upon the performance of any sub-accounts. To compensate us for
this risk, a guaranteed minimum payment fee will be deducted.

HISTORICAL PERFORMANCE DATA

Money Market Yields

Transamerica may from time to time disclose the current annualized yield of the
Money Market Subaccount, which invests in the Money Market Portfolio, for a
7-day period in a manner which does not take into consideration any realized or
unrealized gains or losses on shares of the Money Market Portfolio 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) at the end of the 7-day period in the value of a hypothetical account
having a balance of 1 unit of the Money Market Subaccount at the beginning of
the 7-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 (i) net income from the portfolio attributable to the hypothetical
account; and (ii) charges and deductions imposed under a contract that are
attributable to the hypothetical account. The charges and deductions include the
per unit charges for the hypothetical account for (i) the administrative
charges; and (ii) the mortality and expense risk fee. Current yield will be
calculated according to the following formula:

Current Yield = ((NCS - ES)/UV) * (365/7)

Where:
NCS = The net change in the value of the portfolio (exclusive of realized
gains and losses on the sale of securities and unrealized
appreciation and depreciation and income other than investment
income) for the 7-day period attributable to a hypothetical account
having a balance of 1 subaccount unit.
ES = Per unit expenses of the subaccount for the 7-day period.
UV = The unit value on the first day of the 7-day period.

Because of the charges and deductions imposed under a contract, the yield for
the Money Market Subaccount will be lower than the yield for the Money Market
Portfolio. The yield calculations do not reflect the effect of any premium taxes
that may be applicable to a particular contract.

Transamerica may also disclose the effective yield of the Money Market
Subaccount for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the base period return according to
the following formula:

Effective Yield = (1 + ((NCS - ES)/UV))365/7 - 1

The yield on amounts held in the Money Market Subaccount 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 Subaccount's actual yield is affected by changes in interest rates
on money market securities, average portfolio maturity of the Money Market
Portfolio, the types and quality of portfolio securities held by the Money
Market Portfolio and its operating expenses. There is no yield or effective
yield for the Money Market Subaccount for the seven days ended December 31,
1999, because the subaccount had not commenced operations as of that date.

-17-
<PAGE>

Other Subaccount Yields

Transamerica may from time to time advertise or disclose the current annualized
yield of one or more of the subaccounts (except the Money Market Subaccount) for
30-day periods. The annualized yield of a subaccount refers to income generated
by the subaccount over a specific 30-day period. Because the yield is
annualized, the yield generated by a subaccount during the 30-day period is
assumed to be generated each 30-day period over a 12-month period. The yield is
computed by: (i) dividing the net investment income of the subaccount less
subaccount expenses for the period, by (ii) the maximum offering price per unit
on the last day of the period times the daily average number of units
outstanding for the period, (iii) compounding that yield for a 6-month period,
and (iv) multiplying that result by 2. Expenses attributable to the subaccount
include (i) the administrative charges; and (ii) the mortality and expense risk
fee. The 30-day yield is calculated according to the following formula:

Yield = 2 * ((((NI - ES)/(U - UV)) + 1)6 -1)

Where:
NI = Net investment income of the subaccount for the 30-day period
attributable to the subaccount's unit.
ES = Expenses of the subaccount for the 30-day period.
U = The average number of units outstanding.
UV = The unit value at the close (highest) of the last day in the 30-day
period.

Because of the charges and deductions imposed by the separate account, the yield
for a subaccount will be lower than the yield for its corresponding portfolio.
The yield calculations do not reflect the effect of any premium taxes that may
be applicable to a particular contract.

The yield on amounts held in the subaccounts normally will fluctuate over time.
Therefore, the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. The types and quality of its
investments and its operating expenses affect a subaccount's actual yield.

Total Returns

Transamerica may from time to time also advertise or disclose total returns for
one or more of the subaccounts for various periods of time. One of the periods
of time will include the period measured from the date the subaccount commenced
operations. When a subaccount has been in operation for 1, 5 and 10 years,
respectively, the total return for these periods will be provided. Total returns
for other periods of time may from time to time also be disclosed. Total returns
represent the average annual compounded rates of return that would equate an
initial investment of $1,000 to the redemption value of that investment as of
the last day of each of the periods. The ending date for each period for which
total return quotations are provided will be for the most recent month end
practicable, considering the type and media of the communication and will be
stated in the communication.

Total returns will be calculated using subaccount unit values which Transamerica
calculates on each business day based on the performance of the separate
account's underlying portfolio and the deductions for the mortality and expense
risk fee and the administrative charges. The total return will then be
calculated according to the following formula:

P (1 + T)N = ERV

Where:
T = The average annual total return net of subaccount recurring charges.
ERV = The ending redeemable value of the hypothetical account at the end of the
period.
P = A hypothetical initial payment of $1,000.
N = The number of years in the period.

Other Performance Data

Transamerica may from time to time also disclose average annual total returns in
a non-standard format in conjunction with the standard format described above.
The non-standard format will be identical to the standard format.

Transamerica 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.

-18-
<PAGE>

CTR = (ERV / P)-1

Where:
CTR = The cumulative total return net of subaccount recurring charges for the
period.
ERV = The ending redeemable value of the hypothetical investment at the
end of the period.
P = A hypothetical initial payment of $1,000.

All non-standardized performance data will only be advertised if the
standardized performance data for the same period, as well as for the required
period, is also disclosed.

Adjusted Historical Performance Data--The Separate Account

From time to time, sales literature or advertisements may quote average annual
total returns for periods prior to the date a particular subaccount commenced
operations. Such performance information for the subaccounts will be calculated
based on the performance of the various portfolios and the assumption that the
subaccounts were in existence for the same periods as those indicated for the
portfolios, with the level of contract charges that are currently in effect.

PUBLISHED RATINGS

Transamerica may from time to time publish in advertisements, sales literature
and reports to owners, the ratings and other information assigned to it by one
or more independent rating organizations such as A.M. Best Company, Standard &
Poor's, Moody's and Duff & Phelps. The purpose of the ratings is to reflect the
financial strength and/or claims-paying ability of Transamerica. These ratings
should not be considered as bearing on the safety or investment performance of
assets held in the variable account. Each year the A.M. Best Company reviews the
financial status of thousands of insurers. Once it has completed its analysis of
each insurer's financial strength, A.M. Best assigns the insurer a Best Rating.

These ratings reflect their 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, other rating companies, such as
by Standard & Poor's Insurance Ratings Services, Moody's or Duff & Phelps assess
our claims-paying ability. They also may be referred to in advertisements or
sales literature or in reports to owners. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of its
insurance and annuity contracts in accordance with their terms, including its
obligations under the fixed account provisions of this contract. Such ratings do
not reflect the investment performance of the variable account or the degree of
risk associated with an investment in the variable account.

STATE REGULATION OF TRANSAMERICA

Transamerica is subject to the laws of California governing insurance companies
and to regulation by the California Department of Insurance. An annual statement
in a prescribed form is filed with the Department of Insurance each year
covering the operating results of Transamerica for the preceding year and its
financial condition as of the end of such year. Regulation by the Department of
Insurance includes periodic examination to determine Transamerica's assets and
liabilities and reserves so the Department may determine the financial
statements are prepared in accordance with regulatory standards. In addition,
Transamerica is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.

ADMINISTRATION

Transamerica and/or its affiliates performs administrative services for the
contract. These services include issuance of the contract, maintenance of
records concerning the contract, and certain valuation services.

RECORDS AND REPORTS

All records and accounts relating to the separate account will be maintained by
Transamerica. As presently required by the 1940 Act, and regulations promulgated
thereunder, Transamerica will mail to all owners at their last known address of
record, at least annually, reports containing such information as may be
required under that Act or by any other applicable law or regulation. Owners
will also receive confirmation of each financial transaction and any other
reports required by law or regulation.

-19-
<PAGE>

DISTRIBUTION OF THE POLICIES

The contracts are offered to the public through brokers licensed under the
federal securities laws and state insurance laws. The offering of the contracts
is continuous and Transamerica does not anticipate discontinuing the offering of
the contracts, however, Transamerica reserves the right to do so.

AFSG Securities Corporation, an affiliate of Transamerica, is the principal
underwriter of the contracts and may enter into agreements with broker-dealers
for the distribution of the contracts. Distribution of the contracts did not
begin until the date of this SAI.

VOTING RIGHTS

To the extent required by law, Transamerica will vote the underlying funds'
shares held by the separate account at regular and special shareholder meetings
of the underlying funds in accordance with instructions received from persons
having voting interests in the portfolios, although none of the underlying funds
hold regular annual shareholder meetings. If, however, the 1940 Act or any
regulation thereunder should be amended or if the present interpretation thereof
should change, and as a result Transamerica determines that it is permitted to
vote the underlying fund shares in its own right, it may elect to do so.

Before the annuity commencement date, you hold the voting interest in the
selected portfolios. The number of votes that you have the right to instruct
will be calculated separately for each subaccount. The number of votes that you
have the right to instruct for a particular subaccount will be determined by
dividing your account value in the subaccount by the net asset value per share
of the corresponding portfolio in which the subaccount invests. Fractional
shares will be counted.

After the annuity commencement date, the person receiving annuity payments has
the voting interest, and the number of votes decreases as annuity payments are
made and as the reserves for the contract decrease. The person's number of votes
will be determined by dividing the reserve for the contract allocated to the
applicable subaccount by the net asset value per share of the corresponding
portfolio. Fractional shares will be counted.

The number of votes that you or the person receiving income payments has the
right to instruct will be determined as of the date established by the
underlying fund for determining shareholders eligible to vote at the meeting of
the underlying fund. Transamerica will solicit voting instructions by sending
you, or other persons entitled to vote, written requests for instructions prior
to that meeting in accordance with procedures established by the underlying
fund. Portfolio shares as to which no timely instructions are received and
shares held by Transamerica in which you, or other persons entitled to vote,
have no beneficial interest will be voted in proportion to the voting
instructions that are received with respect to all contracts participating in
the same subaccount.

Each person having a voting interest in a subaccount will receive proxy
material, reports, and other materials relating to the appropriate portfolio.

OTHER PRODUCTS

Transamerica makes other variable annuities available that may also be funded
through the separate account. These variable annuities may have different
features, such as different investment options or charges.

CUSTODY OF ASSETS

Transamerica holds assets of each of the subaccounts. The assets of each of the
subaccounts are segregated and held separate and apart from the assets of the
other subaccounts and from Transamerica's general account assets. Transamerica
maintains records of all purchases and redemptions of shares of the underlying
funds held by each of the subaccounts.

LEGAL MATTERS

Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice to
Transamerica relating to certain matters under the federal securities laws
applicable to the issue and sale of the contracts.

-20-
<PAGE>

INDEPENDENT AUDITORS

The statutory-basis financial statements and schedules of Transamerica as of
December 31, 1999 and 1998, and for each of the three years in the period ended
December 31, 1999, included in this SAI have been audited by Ernst & Young LLP,
Independent Auditors. There are no financial statements of the separate account
because it had not commenced operations as of December 31, 1999.

OTHER INFORMATION

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

FINANCIAL STATEMENTS

The values of your interest in the separate account will be affected solely by
the investment results of the selected subaccount(s). The statutory-basis
financial statements of Transamerica, which are included in this SAI, 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 held in the separate account.

-21-
<PAGE>

PART C OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

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

(b) Exhibits:

(1) (a) Resolution of the Board of Directors of Transamerica
Occidental Life Insurance Company authorizing
establishment of the Mutual Fund Account. Note 3.

(2) Not Applicable.

(3) (a) Principal Underwriting Agreement by and between
Transamerica Occidental Life Insurance Company, on
its own behalf and on the behalf of the Mutual Fund
Account, and AFSG Securities Corporation. Note 2.

(a)(1) Amendment to Exhibit A of the Principal Underwriting
Agreement by and between Transamerica Occidental Life
Insurance Company, on its own behalf and on the
behalf of the Mutual Fund Account, and AFSG
Securities Corporation. Note 3.

(b) Form of Broker/Dealer Supervision and Sales Agreement
by and between AFSG Securities Corporation and the
Broker/Dealer. Note 3.

(4) (a) Form of Policy. Note 4.

(5) (a) Form of Application. Note 4.

(6) (a) Articles of Incorporation of Transamerica Occidental
Life Insurance Company. Note 3.

(b) ByLaws of Transamerica Occidental Life Insurance
Company. Note 3.

(7) Not Applicable.

(8) (a) Participation Agreement between Dreyfus Variable
Investment Fund, Dreyfus Stock Index Fund, Dreyfus
Socially Responsible Growth Fund, Inc., Dreyfus
Investment Portfolios and Transamerica Occidental
Life Insurance Company. Note 4.

(b) Participation Agreement between Transamerica Variable
Insurance Fund, Inc. and Transamerica Occidental Life
Insurance Company. Note 4.

(9) Opinion and Consent of Counsel. Note 4.

(10) (a) Consent of Independent Auditors. Note 4.

(b) Opinion and Consent of Actuary. Note 4.

(11) Not applicable.

(12) Not applicable.

(13) Performance Data Calculations. Note 4.
<PAGE>

(14) Powers of Attorney:
Patrick S. Baird, Paul E. Rutledge II, Karen
MacDonald, Nooruddin S. Veerjee, Brenda K. Clancy,
James W. Dederer, George A. Foegele, Douglas C.
Kolsrud, Richard N. Latzer, Gary U. Rolle', Craig D.
Vermie. Note 1.

Note 1. Incorporated by reference to Post-Effective Amendment No. 14 to
the Form N-4 Registration Statement (File No. 33-49998) filed on
April 28, 2000.

Note 2. Incorporated by reference to the Initial Filing of Form S-6
Registration Statement (File No. 333-91851) filed on November 30,
1999.

Note 3. Filed herewith.

Note 4. To be filed by amendment.

Item 25. Directors and Officers of the Depositor (Transamerica Occidental Life
Insurance Company)

Principal Positions and
Name Offices with Depositor
---- ----------------------

Patrick S. Baird Director

Paul E. Rutledge III Director, President - Reinsurance Division

Nooruddin S. Veerjee Director, President - Insurance Products
Division

James W. Dederer Director, Executive Vice President

Larry N. Norman Executive Vice President

Brenda K. Clancy Director, Senior Vice President, Corporate

George A. Foegele Director, Senior Vice President

Douglas C. Kolsrud Director, Senior Vice President, Investment
Division

Karen MacDonald Director, Senior Vice President, Acting
Chief Financial Officer and Corporate
Actuary

Richard N. Latzer Director, Investment Officer

Gary U. Rolle' Director, Investment Officer

Craig D. Vermie Director, Vice President and Counsel,
Corporate

David M. Goldstein Vice President and Deputy General Counsel

Frank A. Camp Vice President and Financial Markets
Division General Counsel
<PAGE>

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

<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Incorporation Securities Owned Business
---- --------------- ------------------ ---------
<S> <C> <C> <C>

AEGON N.V. Netherlands 51.16% of Vereniging Holding company
AEGON Netherlands
Membership Association

Groninger Financieringen B.V. Netherlands 100% AEGON N.V. Holding company

AEGON Netherland N.V. Netherlands 100% AEGON N.V. Holding company

AEGON Nevak Holding B.V. Netherlands 100% AEGON N.V. Holding company

AEGON International N.V. Netherlands 100% AEGON N.V. Holding company

Voting Trust Trustees: Delaware Voting Trust
K.J. Storm
Donald J. Shepard H.B.
Van Wijk Dennis Hersch

AEGON U.S. Holding Corporation Delaware 100% Voting Trust Holding company

Short Hills Management Company New Jersey 100% AEGON U.S. Holding company
Holding Corporation

CORPA Reinsurance Company New York 100% AEGON U.S. Holding company
Holding Corporation

AEGON Management Company Indiana 100% AEGON U.S. Holding company
Holding Corporation

RCC North America Inc. Delaware 100% AEGON U.S. Holding company
Holding Corporation

AEGON USA, Inc. Iowa 100% AEGON U.S. Holding company
Holding Corporation

Transamerica Holding Company Delaware 100% AEGON USA, Inc. Holding Company

AEGON Funding Corp. Delaware 100% Transamerica Issue debt securities-net
Holding Company proceeds used to make
loans to affiliates

First AUSA Life Insurance Maryland 100% AEGON USA, Inc. Insurance holding company
Company

AUSA Life Insurance New York 82.33% First AUSA Life Insurance
Company, Inc. Insurance Company
17.67% Veterans Life
Insurance Company
</TABLE>
<PAGE>

Life Investors Insurance Iowa 100% First AUSA Life Ins. Co. Insurance
Company of America

Life Investors Alliance, LLC Delaware 100% LIICA Purchase, own, and hold the
equity interest of other
entities

Great American Insurance Iowa 100% LIICA Marketing
Agency, Inc.

Bankers United Life Iowa 100% Life Investors Ins. Insurance
Assurance Company Company of America

PFL Life Insurance Company Iowa 100% First AUSA Life Ins. Co. Insurance

AEGON Financial Services Minnesota 100% PFL Life Insurance Co. Marketing
Group, Inc.

AEGON Assignment Corporation Kentucky 100% AEGON Financial Administrator of structured
of Kentucky Services Group, Inc. settlements

AEGON Assignment Corporation Illinois 100% AEGON Financial Administrator of structured
Services Group, Inc.
settlements

Southwest Equity Life Ins. Co. Arizona 100% of Common Voting Stock Insurance
First AUSA Life Ins. Co.

Iowa Fidelity Life Insurance Co. Arizona 100% of Common Voting Stock Insurance
First AUSA Life Ins. Co.

Western Reserve Life Assurance Ohio 100% First AUSA Life Ins. Co. Insurance
Co. of Ohio

WRL Series Fund, Inc. Maryland Various Mutual fund

WRL Investment Services, Inc. Florida 100% Western Reserve Life Provides administration for
Assurance Co. of Ohio affiliated mutual fund

WRL Investment Florida 100% Western Reserve Life Registered investment advisor
Management, Inc. Assurance Co. of Ohio

ISI Insurance Agency, Inc. California 100% Western Reserve Life Insurance agency
And Subsidiaries Assurance Co. of Ohio

ISI Insurance Agency Alabama 100% ISI Insurance Agency, Inc. Insurance Agency
of Alabama, Inc.

ISI Insurance Agency Ohio 100% ISI Insurance Agency, Inc. Insurance agency
of Ohio, Inc.

ISI Insurance Agency Massachusetts 100% ISI Insurance Agency Inc. Insurance Agency
of Massachusetts, Inc.
</TABLE>
<PAGE>

ISI Insurance Agency Texas 100% ISI Insurance Agency, Inc. Insurance agency
of Texas, Inc.

ISI Insurance Agency Hawaii 100% ISI Insurance Insurance agency
of Hawaii, Inc. Agency, Inc.

ISI Insurance Agency New Mexico 100% ISI Insurance Insurance agency
New Mexico, Inc. Agency, Inc.

AEGON Equity Group, Inc. Florida 100% Western Reserve Life Insurance Agency
Assurance Co. of Ohio

Monumental General Casualty Co. Maryland 100% First AUSA Life Ins. Co. Insurance

United Financial Services, Inc. Maryland 100% First AUSA Life Ins. Co. General agency

Bankers Financial Life Ins. Co. Arizona 100% First AUSA Life Ins. Co. Insurance

The Whitestone Corporation Maryland 100% First AUSA Life Ins. Co. Insurance agency

Cadet Holding Corp. Iowa 100% First AUSA Life Holding company
Insurance Company

Monumental General Life Puerto Rico 51% First AUSA Life Insurance
Insurance Company of Insurance Company
Puerto Rico 49% Baldrich & Associates
of Puerto Rico

AUSA Holding Company Maryland 100% AEGON USA, Inc. Holding company

Monumental General Insurance Maryland 100% AUSA Holding Co. Holding company
Group, Inc.

Trip Mate Insurance Agency, Inc. Kansas 100% Monumental General Sale/admin. of travel
Insurance Group, Inc. insurance

Monumental General Maryland 100% Monumental General Provides management srvcs.
Administrators, Inc. Insurance Group, Inc. to unaffiliated third party
administrator

Executive Management and Maryland 100% Monumental General Provides actuarial consulting
Consultant Services, Inc. Administrators, Inc. services

Monumental General Mass Maryland 100% Monumental General Marketing arm for sale of
Marketing, Inc. Insurance Group, Inc. mass marketed insurance
coverages

AUSA Financial Markets, Inc. Iowa 100% AUSA Holding Co. Marketing

Transamerica Capital, Inc. California 100% AUSA Holding Co. Broker/Dealer

Endeavor Management Company California 100% AUSA Holding Co. Investment Management

Universal Benefits Corporation Iowa 100% AUSA Holding Co. Third party administrator
</TABLE>
<PAGE>

Investors Warranty of Iowa 100% AUSA Holding Co. Provider of automobile
America, Inc. extended maintenance
contracts

Massachusetts Fidelity Trust Co. Iowa 100% AUSA Holding Co. Trust company

Money Services, Inc. Delaware 100% AUSA Holding Co. Provides financial counseling
for employees and agents of
affiliated companies

ADB Corporation Delaware 100% Money Services, Inc. Special purpose limited
Liability company

ORBA Insurance Services, Inc. California 10.56% Money Services, Inc. Insurance agency

Zahorik Company, Inc. California 100% AUSA Holding Co. Broker-Dealer

ZCI, Inc. Alabama 100% Zahorik Company, Inc. Insurance agency

Zahorik Texas, Inc. Texas 100% Zahorik Company, Inc. Insurance agency

Long, Miller & Associates, L.L.C. California 33-1/3% AUSA Holding Co. Insurance agency

AEGON Asset Management Delaware 100% AUSA Holding Co. Registered investment advisor
Services, Inc.

InterSecurities, Inc. Delaware 100% AUSA Holding Co. Broker-Dealer

Associated Mariner Financial Michigan 100% InterSecurities, Inc. Holding co./management
Group, Inc. services

Associated Mariner Ins. Agency Massachusetts 100% Associated Mariner Insurance agency
of Massachusetts, Inc. Agency, Inc.

Associated Mariner Agency Ohio 100% Associated Mariner Insurance agency
Ohio, Inc. Agency, Inc.

Associated Mariner Agency Texas 100% Associated Mariner Insurance agency
Texas, Inc. Agency, Inc.

Idex Investor Services, Inc. Florida 100% AUSA Holding Co. Shareholder services

Idex Management, Inc. Delaware 100% AUSA Holding Co. Investment advisor

IDEX Mutual Funds Massachusetts Various Mutual fund

Diversified Investment Delaware 100% AUSA Holding Co. Registered investment advisor
Advisors, Inc.

Diversified Investors Securities Delaware 100% Diversified Investment Broker-Dealer
Corp. Advisors, Inc.
</TABLE>
<PAGE>

George Beram & Company, Inc. Massachusetts 100% Diversified Investment Employee benefit and
Advisors, Inc. actuarial consulting

AEGON USA Securities, Inc. Iowa 100% AUSA Holding Co. Broker-Dealer (De-registered)

Creditor Resources, Inc. Michigan 100% AUSA Holding Co. Credit insurance

CRC Creditor Resources Canada 100% Creditor Resources, Inc. Insurance agency
Canadian Dealer Network Inc.

Weiner Agency, Inc. Maryland 100% Creditor Resources, Inc. Insurance agency

AEGON USA Investment Iowa 100% AUSA Holding Co. Investment advisor
Management, Inc.

AEGON USA Realty Iowa 100% AUSA Holding Co. Provides real estate
Advisors, Inc. administrative and real
estate investment services

AEGON USA Real Estate Delaware 100% AEGON USA Realty Real estate and mortgage
Services, Inc. Advisors, Inc. holding company

QSC Holding, Inc. Delaware 100% AEGON USA Realty Real estate and financial
Advisors, Inc. software production and sales

LRA, Inc. Iowa 100% AEGON USA Realty Real estate counseling
Advisors, Inc.

Landauer Associates, Inc. Delaware 100% AEGON USA Realty Real estate counseling
Advisors, Inc.

Landauer Realty Associates, Inc. Texas 100% Landauer Associates, Inc. Real estate counseling

Realty Information Systems, Inc. Iowa 100% AEGON USA Realty Information Systems for
Advisors, Inc. real estate investment
management

USP Real Estate Investment Trust Iowa 12.89% First AUSA Life Ins. Co. Real estate investment trust
13.11% PFL Life Ins. Co.
4.86% Bankers United Life
Assurance Co.

RCC Properties Limited Iowa AEGON USA Realty Advisors, Limited Partnership
Partnership Inc. is General Partner and 5%
owner.

Commonwealth General Delaware 100% AEGON USA, Inc. Holding company
Corporation ("CGC")

AFSG Securities Corporation Pennsylvania 100% CGC Broker-Dealer

Benefit Plans, Inc. Delaware 100% CGC TPA for Peoples Security Life
Insurance Company
</TABLE>
<PAGE>

Durco Agency, Inc. Virginia 100% Benefit Plans, Inc. General agent

Capital 200 Block Corporation Delaware 100% CGC Real estate holdings

Capital Real Estate Delaware 100% CGC Furniture and equipment
Development Corporation lessor

Commonwealth General. Kentucky 100% CGC Administrator of structured
Assignment Corporation settlements

Diversified Financial Products Inc. Delaware 100% CGC Provider of investment,
marketing and admin. services
to ins. cos.

Monumental Agency Group, Inc. Kentucky 100% CGC Provider of srvcs. to ins. cos.

PB Investment Advisors, Inc. Delaware 100% CGC Registered investment advisor
(de-registered)

Southlife, Inc. Tennessee 100% CGC Investment subsidiary

Commonwealth General LLC Turks & 100% CGC Special-purpose subsidiary
Caicos Islands

Ampac Insurance Agency, Inc. Pennsylvania 100% CGC Provider of management
(EIN 23-1720755) support services

Compass Rose Development Pennsylvania 100% Ampac Insurance Special-purpose subsidiary
Corporation Agency, Inc.

Financial Planning Services, Inc. Dist. Columbia 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.

Frazer Association Illinois 100% Ampac Insurance TPA license-holder
Consultants, Inc. Agency, Inc.

National Home Life Corporation Pennsylvania 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.

Valley Forge Associates, Inc. Pennsylvania 100% Ampac Insurance Furniture & equipment lessor
Agency, Inc.

Veterans Benefits Plans, Inc. Pennsylvania 100% Ampac Insurance Administrator of group
Agency, Inc. insurance programs

Veterans Insurance Services, Inc. Delaware 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.

Academy Insurance Group, Inc. Delaware 100% CGC Holding company

Academy Life Insurance Co. Missouri 100% Academy Insurance Insurance company
Group, Inc.
</TABLE>

<PAGE>

Pension Life Insurance New Jersey 100% Academy Life Insurance company
Company of America Insurance Company

FED Financial, Inc. Delaware 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

Ammest Development Corp. Inc. Kansas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

Ammest Insurance Agency, Inc. California 100% Academy Insurance General agent
Group, Inc.

Ammest Massachusetts Massachusetts 100% Academy Insurance Special-purpose subsidiary
Insurance Agency, Inc. Group, Inc.

Ammest Realty, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

Ampac, Inc. Texas 100% Academy Insurance Managing general agent
Group, Inc.

Ampac Insurance Agency, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
(EIN 23-2364438) Group, Inc.

Force Financial Group, Inc. Delaware 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

Force Financial Services, Inc. Massachusetts 100% Force Fin. Group, Inc. Special-purpose subsidiary

Military Associates, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

NCOAA Management Company Texas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

NCOA Motor Club, Inc. Georgia 100% Academy Insurance Automobile club
Group, Inc.

Unicom Administrative Pennsylvania 100% Academy Insurance Provider of admin. services
Services, Inc. Group, Inc.

Unicom Administrative Germany 100% Unicom Administrative Provider of admin. services
Services, GmbH Services, Inc.

Capital General Development Delaware 100% CGC Holding company
Corporation

Monumental Life Maryland 73.23% Capital General Insurance company
Insurance Company Development Company
26.77% First AUSA Life
Insurance Company
</TABLE>

<PAGE>

AEGON Special Markets Maryland 100% Monumental Life Marketing company
Group, Inc. Insurance Company

Peoples Benefit Life Missouri 3.7% CGC Insurance company
Insurance Company 20.0% Capital Liberty, L.P.
76.3% Monumental Life
Insurance Company

Veterans Life Insurance Co. Illinois 100% Peoples Benefit Insurance company
Life Insurance Company

Peoples Benefit Services, Inc. Pennsylvania 100% Veterans Life Ins. Co. Special-purpose subsidiary

Coverna Direct Insurance Maryland 100% Peoples Benefit Insurance agency
Insurance Services, Inc. Life Insurance Company

Ammest Realty Corporation Texas 100% Monumental Life Special purpose subsidiary
Insurance Company

JMH Operating Company, Inc. Mississippi 100% Monumental Life Real estate holdings
Insurance Company

Capital Liberty, L.P. Delaware 99.0% Monumental Life Holding Company
Insurance Company
1.0% CGC

Transamerica Corporation Delaware 100% AEGON NV Major interest in insurance
and finance

Transamerica Pacific Insurance Hawaii 100% Transamerica Corp. Life insurance
Company, Ltd.

TREIC Enterprises, Inc. Delaware 100% Transamerica Corp. Investments

ARC Reinsurance Corporation Hawaii 100% Transamerica Corp. Property & Casualty Ins.

Transamerica Management, Inc. Delaware 100% ARC Reinsurance Corp. Asset management

Inter-America Corporation California 100% Transamerica Corp. Insurance Broker

Pyramid Insurance Company, Ltd. Hawaii 100% Transamerica Corp. Property & Casualty Ins.

Pacific Cable Ltd. Bmda. 100% Pyramid Ins. Co., Ltd. Sold 25% of TC Cable, Inc.
stock in 1998

Transamerica Business Tech Corp. Delaware 100% Transamerica Corp. Telecommunications and
data processing

Transamerica CBO I, Inc. Delaware 100% Transamerica Corp. Owns and manages a pool of
high-yield bonds

Transamerica Corporation (Oregon) Oregon 100% Transamerica Corp. Name holding only-Inactive
</TABLE>

<PAGE>

Transamerica Finance Corp. Delaware 100% Transamerica Corp. Commercial & Consumer
Lending & equip. leasing

TA Leasing Holding Co., Inc. Delaware 100% Transamerica Fin. Corp. Holding company

Trans Ocean Ltd. Delaware 100% TA Leasing Hldg Co. Inc. Holding company

Trans Ocean Container Corp. Delaware 100% Trans Ocean Ltd. Intermodal Leasing
("TOCC")

SpaceWise Inc. Delaware 100% TOCC Intermodal leasing

Trans Ocean Container
Finance Corp. Delaware 100% TOCC Intermodal leasing

Trans Ocean Leasing
Deutschland GmbH Germany 100% TOCC Intermodal leasing

Trans Ocean Leasing PTY Ltd. Austria 100% TOCC Intermodal leasing

Trans Ocean Management S.A. Switzerland 100% TOCC Intermodal leasing

Trans Ocean Regional
Corporate Holdings California 100% TOCC Holding company

Trans Ocean Tank Services Corp. Delaware 100% TOCC Intermodal leasing

Transamerica Leasing Inc. Delaware 100% TA Leasing Holding Co. Leases & Services intermodal
equipment

Transamerica Leasing Holdings Delaware 100% Transamerica Leasing Inc. Holding Company
Inc. ("TLHI")

Greybox Logistics Services Inc. Delaware 100% TLHI Intermodal Leasing

Greybox L.L.C. Delaware 100% TLHI Intermodal freight container
interchange facilitation
service

Transamerica Trailer France 100% Greybox L.L.C. Leasing
Leasing S.N.C.

Greybox Services Limited U.K. 100% TLHI Intermodal Leasing

Intermodal Equipment, Inc. Delaware 100% TLHI Intermodal leasing

Transamerica Leasing N.V. Belg. 100% Intermodal Equipment Inc. Leasing

Transamerica Leasing SRL Italy 100% Intermodal Equipment Inc. Leasing

Transamerica Distribution Delaware 100% TLHI Provided door-to-door
Services, Inc. services for the domestic
transportation of temperature-
sensitive products
</TABLE>
<PAGE>

Transamerica Leasing Belg. 100% TLHI Leasing
Coordination Center

Transamerica Leasing do Braz. 100% TLHI Container Leasing
Brasil Ltda.

Transamerica Leasing GmbH Germany 100% TLHI Leasing

Transamerica Leasing Limited U.K. 100% TLHI Leasing

ICS Terminals (UK) Limited U.K. 100% Transamerica. Leasing
Leasing Limited

Transamerica Leasing Pty. Ltd. Australia 100% TLHI Leasing

Transamerica Leasing (Canada) Inc. Canada 100% TLHI Leasing

Transamerica Leasing (HK) Ltd. H.K. 100% TLHI Leasing

Transamerica Leasing S. Africa 100% TLHI Intermodal leasing
(Proprietary) Limited

Transamerica Tank Container Australia 100% TLHI The Australian (domestic)
Leasing Pty. Limited leasing of tank containers

Transamerica Trailer Holdings I Inc. Delaware 100% TLHI Holding company

Transamerica Trailer Holdings II, Inc. Delaware 100% TLHI Holding company

Transamerica Trailer Holdings III, Inc. Delaware 100% TLHI Holding company

Transamerica Trailer Leasing AB Swed. 100% TLHI Leasing

Transamerica Trailer Leasing AG Swetzerland 100% TLHI Leasing

Transamerica Trailer Leasing A/S Denmark 100% TLHI Leasing

Transamerica Trailer Leasing GmbH Germany 100% TLHI Leasing

Transamerica Trailer Leasing Belgium 100% TLHI Leasing
(Belgium) N.V.

Transamerica Trailer Leasing Netherlands 100% TLHI Leasing
(Netherlands) B.V.

Transamerica Trailer Spain S.A. Spain 100% TLHI Leasing

Transamerica Transport Inc. New Jersey 100% TLHI Dormant

Transamerica Commercial Delaware 100% Transamerica Fin. Corp. Holding company for
Finance Corporation, I ("TCFCI") Commercial/consumer
finance subsidiaries
</TABLE>

<PAGE>

Transamerica Equipment Financial Delaware 100% TCFCI
Services Corporation

BWAC Credit Corporation Delaware 100% TCFCI

BWAC International Corporation Delaware 100% TCFCI

BWAC Twelve, Inc. Delaware 100% TCFCI Holding company for
premium finance subsidiaries

TIFCO Lending Corporation Illinois 100% BWAC Twelve, Inc. General financing & other
services in the US &
elsewhere

Transamerica Insurance Finance Maryland 100% BWAC Twelve, Inc. Provides insurance premium
Corporation ("TIFC") financing in the US with the
exception of CA and HI

Transamerica Insurance Finance Maryland 100% TIFC Provides Insurance premium
Company (Europe) financing in California

Transamerica Insurance Finance California 100% TIFC Disability ins. & holding co.
Corporation, California for various insurance
subsidiaries of Transamerica
Corporation

Transamerica Insurance Finance ON 100% TIFC Provides ins. premium
Corporation, Canada financing in Canada

Transamerica Business Credit Delaware 100% TCFCI Provides asset based lending
Corporation ("TBCC") leasing & equip. financing

Transamerica Mezzanine Delaware 100% TBCC Holds investments in several
Financing, Inc. joint ventures/partnerships

Transamerica Business Advisory Grp. Delaware 100% TBCC

Bay Capital Corporation Delaware 100% TBCC Special purpose company for
the purchase of real estate tax
liens

Coast Funding Corporation Delaware 100% TBCC Special purpose company for
the purchase of real estate tax
liens

Transamerica Small Business Delaware 100% TBCC
Capital, Inc. ("TSBC")

Emergent Business Capital Delaware 100% TSBC
Holdings, Inc.

Gulf Capital Corporation Delaware 100% TBCC Special purpose company for
the purchase of real estate tax
liens
</TABLE>

<PAGE>

Direct Capital Equity Investment, Inc. Delaware 100% TBCC Small business loans

TA Air East, Corp Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air I, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air II, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air III, Corp. Delaware 100% TBCC special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air IV, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air V, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air VI, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air VII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases aircraft

TA Air VIII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases aircraft

TA Air IX, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air X, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air XI, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air XII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C>
TA Air XII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air XIII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air XIV, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Air XV, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft

TA Marine I Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases barges or ships

TA Marine II Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases barges or ships

TBC I, Inc. Delaware 100% TBCC Special purpose corp.

TBC II, Inc. Delaware 100% TBCC Special purpose corp.

TBC III, Inc. Delaware 100% TBCC Special purpose corp.

TBC IV, Inc. Delaware 100% TBCC Special purpose corp.

TBC V, Inc. Delaware 100% TBCC Special purpose corp.

TBC VI, Inc. Delaware 100% TBCC Special purpose corp.

TBC Tax I, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien

TBC Tax II, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien

TBC Tax III, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien

TBC Tax IV, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien

TBC Tax V, Inc. Delaware 100% TBCC Special purpose co. for the
purchase or real estate tax lien

TBC Tax VI, Inc. Delaware 100% TBCC Special purpose co. for the
purchase or real estate tax lien

TBC Tax VII, Inc. Delaware 100% TBCC Special purpose co. for the
purchase or real estate tax lien
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C>
TBC Tax VIII, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien

TBC Tax IX, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien

The Plain Company Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases aircraft.

Transamerica Distribution Delaware 100% TCFCI Holding corp. for inventory,
Finance Corporation ("TDFC") comm. Leasing, retail finance
comm. Recovery service and
accounts

Transamerica Accounts Holding Corp. Delaware 100% TDFC

Transamerica Commercial Delaware 100% TDFC Wholesale floor plan for
Finance Corporation ("TCFC") appliances, electronics,
computers, office equip. and
marine equipment.

Transamerica Acquisition Canada 100% TCFC Holding company
Corporation, Canada

Transamerica Distribution Finance Delaware 100% TCFC
Corporation - Overseas, Inc.
("TDFCO")

TDF Mauritius Limited Mauritius 100% TDFCO Mauritius holding company
of our Indian Joint Venture

Inventory Funding Trust Delaware 100% TCFC

Inventory Funding Company, LLC Delaware 100% Inventory Funding Trust

TCF Asset Management Corporation Colorado 100% TCFC A depository for foreclosed
real and personal property

Transamerica Joint Ventures, Inc. Delaware 100% TCFC To enter into general partner-
ships for the ownership of
comm. & finance business

Transamerica Inventory Delaware 100% TDFC Holding co. for inventory
Finance Corporation ("TIFC") finance subsidiaries

Transamerica GmbH, Inc. Delaware 100% TIFC Commercial lending in
Germany

Transamerica Fincieringsmaatschappij
B.V. Netherlands 100% Trans. GmbH, Inc. Commercial lending in
Europe
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C>
BWAC Seventeen, Inc. Delaware 100% TIFC Holding co. for principal
Canadian operation, Trans-
America Comm. Finance
Corp, Canada

Transamerica Commercial ON 100% BWAC Seventeen, Inc. Shell corp.- Dormant
Finance Canada, Limited

Transamerica Commercial Canada 100% BWAC Seventeen, Inc. Commercial finance
Finance Corporation, Canada

BWAC Twenty-One, Inc. Delaware 100% TIFC Holding co. for United
Kingdom operation, Trans-
America Comm. Finance
Limited

Transamerica Commercial U.K. 100% BWAC Twenty-One Inc. Commercial lending in the
Finance Limited ("TCFL") United Kingdom.

Whirlpool Financial Corporation 100% TCFL Inactive commercial finance
Polska Spzoo Company in Poland

Transamerica Commercial U.K. 100% BWAC Twenty-One Inc. Holding Company
Holdings Limited

Transamerica Commercial Finance U.K. 100% Trans. Commercial
Limited Holdings Limited

Transamerica Commercial Finance France 100% BWAC Twenty-One Inc. Carries out factoring trans-
France S.A. actions in France & abroad

Transamerica GmbH Inc. Delaware 100% BWAC Twenty-One Inc. Holding co. for Transamerica
Financieringsmaatschappij
B.V.

Transamerica Retail Financial Delaware 100% TIFC Provides retail financing
Services Corporation ("TRFSC")

Transamerica Bank, NA Delaware 100% TRFSC Bank (Credit Cards)

Transamerica Consumer Finance Delaware 100% TRFSC Consumer finance holding
Holding Company ("TCFHC") company

Transamerica Mortgage Company Delaware 100% TCFHC Consumer mortgages

Transamerica Consumer Mortgage Delaware 100% TCFHC Securitization company
Receivables Company

Metropolitan Mortgage Company Florida 100% TCFHC Consumer mortgages

Easy Yes Mortgage, Inc. Florida 100% Metropolitan Mtg. Co. No active business/Name
holding only
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
Easy Yes Mortgage, Inc. Georgia 100% Metropolitan Mtg. Co. No active business/Name
holding only

First Florida Appraisal Services, Inc. Georgia 100% Metropolitan Mtg. Co. Appraisal and inspection
services

First Georgia Appraisal Services, Inc. Georgia 100% First FL App. Srvc, Inc. Appraisal services

Freedom Tax Services, Inc. Florida 100% Metropolitan Mtg. Co. Property tax information
services

J.J. & W. Advertising, Inc. Florida 100% Metropolitan Mtg. Co. Advertising and marketing
services

J.J. & W. Realty Corporation Florida 100% Metropolitan Mtg. Co. To hold problem REO
properties

Liberty Mortgage Company of Florida 100% Metropolitan Mtg. Co. No active business/Name
Ft. Myers, Inc. holding only

Metropolis Mortgage Company Florida 100% Metropolitan Mtg. Co. No active business/Name
holding only

Perfect Mortgage Company Florida 100% Metropolitan Mtg. Co. No active business/Name
holding only

Transamerica Vendor Financial Srvc. Delaware 100% TDFC Provides commercial lease

Transamerica Distribution Finance 100% TCFCI
Corporation de Mexico ("TDFCM")

TDF de Mexico Mexico 100% TDFCM

Transamerica Corporate Services 100% TDFCM
De Mexico

Transamerica Home Loan California 100% TFC Consumer mortgages

Transamerica Lending Company Delaware 100% TFC Consumer lending

Transamerica Financial Products, Inc. California 100% Transamerica Corp. Service investments

Transamerica Insurance Corporation California 100% Transamerica Corp. Provides insurance premium
of California ("TICC") financing in California

Arbor Life Insurance Company Arizona 100% TICC Life insurance, disability
insurance

Plaza Insurance Sales Inc. California 100% TICC Casualty insurance placement

Transamerica Advisors, Inc. California 100% TICC Retail sale of investment
advisory services
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
Transamerica Annuity Services Corp. New Mexico 100% TICC Performs services required for
structured settlements

Transamerica Financial Resources, Inc. Delaware 100% TICC Retail sale of securities
products

Financial Resources Insurance Texas 100% Transamerica Fin. Res. Retail sale of securities
Agency of Texas products

TBK Insurance Agency of Ohio, Inc. Ohio 100% Transamerica Fin. Res. Variable insurance contract
sales in state of Ohio

Transamerica Financial Resources Alabama 100% Transamerica Fin. Res. Insurance agent & broker
Agency of Alabama, Inc.

Transamerica Financial Resources Ins. Massachusetts 100% Transamerica Fin. Res. Insurance agent & broker
Agency of Massachusetts, Inc.

Transamerica International Insurance Delaware 100% TICC Holding & administering
Services, Inc. ("TIIS") foreign operations

Home Loans and Finance Ltd. U.K. 100% TIIS Inactive

Transamerica Occidental Life California 100% TICC Licensed in all forms of life
Insurance Company ("TOLIC") insurance, accident and
sickness insurance

NEF Investment Company California 100% TOLIC Real estate development

Transamerica Life Insurance and N. Carolina 100%TOLIC Writes life and pension ins.
Annuity Company ("TLIAC") originally incorporated in CA
April 14, 1966

Transamerica Assurance Company Missouri 100% TLIAC Life and disability insurance

Gemini Investments, Inc. Delaware 100% TLIAC Investment subsidiary

Transamerica Life Insurance Company Canada 100% TOLIC Sells individual life insurance
of Canada & investment products in all
provinces and territories of
Canada

Transamerica Life Insurance Company New York 100% TOLIC Licensed in NY to market life
of New York insurance, annuities and
health insurance

Transamerica South Park Delaware 100% TOLIC Provide market analysis of
Resources, Inc. certain undeveloped land
holdings held by TOLIC

Transamerica Variable Insurance Maryland 100% TOLIC Mutual Fund
Fund, Inc.

USA Administration Services, Inc. Kansas 100% TOLIC Third party administrator
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
Transamerica Products. Inc. California 100% TICC Parent co. of various
subsidiary corp. which are
formed to be co-general
partners of proprietary limited

Transamerica Securities Sales Corp. Maryland 100% Transamerica Prod. Inc. Retail sale of the variable life
ins. and variable annuity
products of the Transamerica
life companies

Transamerica Service Company Delaware 100% Transamerica Prod. Inc. Passive loss tax service for
Lloyd's U.S. names

Transamerica Intellitech, Inc. Delaware 100% TICC Real estate information and
technology services

Transamerica International Delaware 100% TICC Investments
Holdings, Inc.

Transamerica Investment Services, Inc. Delaware 100% TICC Investment adviser

Transamerica Income Shares, Inc. Maryland 100% Trans. Invest. Srvc. Inc. Transamerica investment
services

Transamerica LP Holdings Corp. Delaware 100% TICC Limited partnership
Investment (initial limited
partner of Transamerica
Delaware, L.P.)

Transamerica Real Estate Tax Service N/A 100% TICC Real estate tax reporting and
(A Division of Transamerica Corp) processing services

Transamerica Realty Services, Inc. Delaware 100% TICC Responsible for real estate
investments for Transamerica

Bankers Mortgage Company of CA California 100% Transamerica Realty Srv. Holds bank account and owns
certain residual investments in
certain French real estate
projects which are managed
special purpose company for
the purchase of real estate tax
liens.

Pyramid Investment Corporation Delaware 100% Transamerica Realty Srv. Owns office buildings in San
Francisco and other properties

The Gilwell Company California 100% Transamerica Realty Srv. Ground lessee of 517
Washington Street,
San Francisco
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C>
Transamerica Affordable Housing, Inc. California 100% Transamerica Realty Srv. Owns general partnership
interests in low-income
housing tax credit
partnerships

Transamerica Minerals Company California 100% Transamerica Realty Srv. Owner and lessor of oil and
gas properties

Transamerica Oakmont Corporation California 100% Transamerica Realty Srv. General partner in
Transamerica/Oakmont
Retirement Associates

Transamerica Senior Properties, Inc. Delaware 100% TICC Owns congregate care and
assisted living retirement
Properties

Transamerica Senior Living, Inc. Delaware 100% Trans. Sr. Prop. Inc. Manages congregate care and
assisted living retirement
properties.
</TABLE>

Item 27. Number of Contract Owners

As of December 31, 1999, there were no Contract owners.

Item 28. Indemnification

Transamerica's Bylaws provide in Article V as follows:

Section 1. Right to Indemnification.
-------------------------------------
Each person who was or is a party or is threatened to be made a party to or is
involved, even as a witness, in any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(hereafter a "Proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation that
was predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation, including service with respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent (hereafter an
"Agent"), shall be indemnified and held harmless by the corporation to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be interpreted or amended (but, in the case of any such amendment
or interpretation, only to the extent that such amendment or interpretation
permits the corporation to provide broader indemnification rights than were
permitted prior thereto) against all expense, liability, and loss (including
attorneys' fees, judgements, fines, ERISA excise taxes and penalties, amounts
paid or to be paid in settlement, any interest, assessments, or other charges
imposed thereon, and any federal, state, local or foreign taxes imposed on any
Agent as a result of the actual or deemed receipt of any payments under this
Article) incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on appeal), or
preparing for any of the foregoing, in any Proceeding (hereafter "Expenses");
provided however, that except as to actions to enforce indemnification rights
----------------
pursuant to Section 3 of this Article, the corporation shall indemnify any Agent
seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of Directors of the corporation. The right to indemnification
conferred in this Article shall be a contract right. [It is the Corporation's
intent that the bylaws provide indemnification in excess of that expressly
permitted by Section 317 of the California General Corporation Law, as
authorized by the Corporation's Articles of Incorporation.]

Section 2. Authority to Advance Expenses.
------------------------------------------
Expenses incurred by an officer or director (acting in his capacity as such) in
defending a Proceeding shall be paid by the corporation
<PAGE>

in advance of the final disposition of such Proceeding, provided, however, that
-------- -------
if required by the California General Corporation Law, as amended, such Expenses
shall be advanced only upon delivery to the corporation of an undertaking by or
on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article or otherwise. Expenses incurred by
other Agents of the corporation (or by the directors or officers not acting in
their capacity as such, including service with respect to employee benefit
plans) may be advanced upon the receipt of a similar undertaking, if required by
law, and upon such other terms and conditions as the Board of Directors deems
appropriate. Any obligation to reimburse the corporation for Expense advances
shall be unsecured and no interest shall be charged thereon.

Section 3. Right of Claimant to Bring Suit.
--------------------------------------------
If a claim under Section 1 or 2 of this Article is not paid in full by the
corporation within 30 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant has
not met the standards of conduct that make it permissible under the California
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed. The burden of proving such a defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the California General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.

Section 4. Provisions Nonexclusive.
------------------------------------
The rights conferred on any person by this Article shall not be exclusive of any
other rights that such person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office. To the extent that any provision of the Articles, agreement, or vote of
the stockholders or disinterested directors is inconsistent with these bylaws,
the provision, agreement, or vote shall take precedence.

Section 5. Authority to Insure.
--------------------------------
The corporation may purchase and maintain insurance to protect itself and any
Agent against any Expense asserted against or incurred by such person, whether
or not the corporation would have the power to indemnify the Agent against such
Expense under applicable law or the provisions of this Article [provided that,
in cases where the corporation owns all or a portion of the shares of the
company issuing the insurance policy, the company and/or the policy must meet
one of the two sets of conditions set forth in Section 317 of the California
General Corporation Law, as amended].

Section 6. Survival of Rights.
-------------------------------
The rights provided by this Article shall continue as to a person who has ceased
to be an Agent and shall inure to the benefit of the heirs, executors, and
administrators of such person.

Section 7. Settlement of Claims.
---------------------------------
The corporation shall not be liable to indemnify any Agent under this Article
(a) for any amounts paid in settlement of any action or claim effected without
the corporation's written consent, which consent shall not be unreasonably
withheld; or (b) for any judicial award, if the corporation was not given a
reasonable and timely opportunity, at its expense, to participate in the defense
of such action.

Section 8. Effect of Amendment
-------------------------------
Any amendment, repeal, or modification of this Article shall not adversely
affect any right or protection of any Agent existing at the time of such
amendment, repeal, or modification.

Section 9. Subrogation.
------------------------
In the event of payment under this Article, the corporation shall be subrogated
to the extent of such payment to all of the rights of
<PAGE>

recovery of the Agent, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the corporation effectively to bring suit
to enforce such rights.

Section 10. No Duplication of Payments.
-----------------------------------------
The corporation shall not be liable under this Article to make any payment in
connection with any claim made against the Agent to the extent the Agent has
otherwise actually received payment (under any insurance policy, agreement,
vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

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
liabilities (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 Occidental Life Insurance 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 Underwriters

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

The directors and officers of AFSG Securities Corporation are as follows:

Larry N. Norman Thomas R. Moriarty
Director and President Vice President

Frank A. Camp Robert W. Warner
Secretary Assistant Compliance Officer

Lisa Wachendorf Linda Gilmer
Director, Vice President and Controller and Treasurer
Chief Compliance Officer
Priscilla Hechler
Anne M. Spaes Assistant Vice President and Assistant Secretary
Director and Vice President

Emily Bates Thomas Pierpan
Assistant Treasurer Assistant Vice President and Assistant Secretary

<PAGE>

Clifton Flenniken Darin D. Smith
Assistant Treasurer Assistant Vice President and Assistant Secretary

The principal business address of each person listed is AFSG Securities
Corporation, 4333 Edgewood Road, N.E., Cedar Rapids, IA 52499-0001.

Commissions and Other Compensation Received by Principal Underwriter.
--------------------------------------------------------------------

AFSG Securities Corporation, the broker/dealer, received $0 from the Registrant
for the year ending December 31, 1999, for its services in distributing the
Policies. No other commission or compensation was received by the principal
underwriter, directly or indirectly, from the Registrant during the fiscal year.

AFSG Securities Corporation serves as the principal underwriter for the PFL
Endeavor VA Separate Account, PFL Retirement Builder Variable Annuity Account,
PFL Life Variable Annuity Account A, PFL Life Variable Annuity Account C, PFL
Life Variable Annuity Account D, PFL Life Variable Annuity Account E,PFL Wright
Variable Annuity Account, the AUSA Endeavor Variable Annuity Account, Legacy
Builder Variable Life Separate Account, PFL Endeavor Variable Life Account,
Separate Account VA F, Separate Account VA G, Separate Account VA GNY, Separate
Account VA H, and Separate Account VA HNY. These accounts are separate accounts
of PFL Life Insurance Company, Transamerica Occidental Life Insurance Company,
Transamerica Life Insurance Company of New York, and AUSA Life Insurance
Company, Inc. AFSG Securities Corporation also serves as principal underwriter
for Separate Account I, Separate Account II, and Separate Account V of Peoples
Benefit Life Insurance Company, and for Separate Account C of AUSA Life
Insurance Company, Inc.

Item 30. Location of Accounts and Records

The records required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by
Transamerica Occidental Life Insurance Company at the administration office.

Item 31. Management Services.

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

Item 32. Undertakings

(a) Registrant undertakes that it will file a post-effective amendment to
this registration statement as frequently as necessary to ensure that
the audited financial statements in the registration statement are
never more than 16 months old for so long as Premiums under the
Contract may be accepted.

(b) Registrant undertakes that it will include either (i) a postcard or
similar written communication affixed to or included in the Prospectus
that the applicant can remove to send for a Statement of Additional
Information or (ii) a space in the Policy application that an
applicant can check to request a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this Form promptly upon written or oral request to Transamerica
Occidental Life Insurance Company at the address or phone number
listed in the Prospectus.

(d) Transamerica Occidental Life Insurance Company hereby represents that
the fees and 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
Occidental Life Insurance Company.
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Cedar Rapids and State of Iowa, on this 10th day of
August, 2000.

SEPARATE ACCOUNT VA H

TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
Depositor

/s/ Frank A. Camp
------------------------------
Frank A. Camp
Vice President

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

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>

* Director ___________, 2000
----------------------------
Patrick S. Baird

* Director ___________, 2000
----------------------------
Paul E. Rutledge III

* Director and Acting ___________, 2000
----------------------------
Karen MacDonald Chief Financial Officer

* Director ___________, 2000
----------------------------
Nooruddin S. Veerjee

* Director ___________, 2000
----------------------------
Brenda K. Clancy

* Director ___________, 2000
----------------------------
James W. Dederer

* Director ___________, 2000
----------------------------
George A. Foegele

* Director ___________, 2000
----------------------------
Douglas C. Kolsrud
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Director ___________, 2000
----------------------------
Richard N. Latzer

* Director ___________, 2000
----------------------------
Gary U. Rolle'

* Director ___________, 2000
----------------------------
Craig D. Vermie

/s/ Frank A. Camp Attorney-in-Fact August 10, 2000
----------------------------
* By: Frank A. Camp
</TABLE>
<PAGE>

Registration No.
333-________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

EXHIBITS

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

DREYFUS ADVISOR ADVANTAGE

_______________
<PAGE>

EXHIBIT INDEX
-------------

Exhibit No. Description of Exhibit Page No.*
----------- ---------------------- ---------

(1)(a) Board Resolution.

(3)(a)(1) Amendment to Principal Underwriting Agreement.

(3)(b) Broker/Dealer Supervision and Sales Agreement

(6)(a) Articles of Incorporation

(6)(b) ByLaws

-----------------------------
* Page numbers included only in manually executed original.