As filed with the Securities and Exchange Commission on August 8, 1996
Registration Nos. 2-36250
811-2025
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 43 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 25 |X|
SEPARATE ACCOUNT C
(Formerly Transamerica Occidental's Separate Account Fund C)
(Exact Name of Registrant)
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
(Name of Depositor)
1150 South Olive, Los Angeles, CA 90015-2211
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (213) 742-3065
Name and Address of Agent for Service: Copy to:
JAMES W. DEDERER, Esq. FREDERICK R. BELLAMY, Esq.
Executive Vice President, General Counsel and Sutherland, Asbill & Brennan
and Corporate Secretary 1275 Pennsylvania Avenue, N.W.
Transamerica Occidental Life Insurance Company Washington, D.C. 20004-2404
1150 South Olive Street
Los Angeles, California 90015-2211
Approximate date of proposed public offering: As soon as practicable after
effectiveness of the Registration Statement.
It is proposed that this filing will become effective:
|_| immediately upon filing pursuant to paragraph (b)
|_| on pursuant to paragraph (b) |X| 60 days after
filing pursuant to paragraph (a)(i) |_| on
_________________ pursuant to paragraph (a)(i) |_| 75
days after filing pursuant to paragraph (a)(ii) |_|
on _________________ pursuant to paragraph (a)(ii) of
Rule 485
If appropriate, check the following box:
|_| this Post-Effective Amendment
designates a new effective date
for a previously filed
Post-Effective Amendment.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rule 495
Showing Location in Part A (Prospectus),
Part B (Statement of Additional Information) and Part C
of Registration Statement Information Required by Form N-4
<TABLE>
<CAPTION>
PART A
<S> <C>
Item of Form N-4 Prospectus Caption
1. Cover Page............................................... Cover Page
2. Definitions.............................................. Terms Used in this Prospectus
3. Synopsis................................................. Synopsis of this Prospectus; Variable Annuity Fee
Table
4. Condensed Financial Information.......................... Condensed Financial Information
5. General
(a) Depositor.......................................... Transamerica Occidental and the Separate
Account
(b) Registrant......................................... Transamerica Occidental and the Separate
Account
(c) Portfolio Company.................................. The Growth Portfolio
(d) Fund Prospectus.................................... The Growth Portfolio
(e) Voting Rights...................................... Voting Rights
(f) Administrator...................................... Charges under the Contracts
6. Deductions and Expenses
(a) General............................................ Charges under the Contracts
(b) Sales Load %....................................... Charges under the Contracts
(c) Special Purchase Plan.............................. Not Applicable
(d) Commissions........................................ Underwriter
(e) Fund Expenses...................................... Charges under the Contracts
(f) Operating Expenses................................. Variable Annuity Fee Table
7. Contracts
(a) Persons with Rights................................ Description of the Contracts; Surrender of a
Contract; Death Benefits; Voting Rights
(b) (i) Allocation of Purchase Payments
Payments..................................... Description of the Contracts
(ii) Transfers.................................... Not Applicable
(iii) Exchanges.................................... Federal Tax Status
(c) Changes............................................ The Growth Portfolio; Voting Rights
(d) Inquiries.......................................... Voting Rights
8. Annuity Period........................................... Annuity Period
9. Death Benefit............................................ Death Benefits
<PAGE>
10. Purchase and Contract Value
(a) Purchases.......................................... Description of the Contracts
(b) Valuation.......................................... Description of the Contracts
(c) Daily Calculation.................................. Description of the Contracts
(d) Underwriter........................................ Underwriter
11. Redemptions
(a) By Contract Owners................................. Surrender of a Contract
By Annuitant....................................... Not Applicable
(b) Texas ORP.......................................... Not Applicable
(c) Check Delay........................................ Surrender of a Contract
(d) Lapse.............................................. Not Applicable
(e) Free Look.......................................... Not Applicable
12. Taxes.................................................... Federal Tax Status
13. Legal Proceedings........................................ Legal Proceedings
14. Table of Contents for the
Statement of
Additional Information................................... Table of Contents of the Statement of Additional
Information
PART B
Item of Form N-4 Statement of Additional Information Caption
15. Cover Page............................................... Cover Page
16. Table of Contents........................................ Table of Contents
17. General Information
and History.............................................. General Information and History
18. Services
(a) Fees and Expenses
of Registrant...................................... (Prospectus) Variable Annuity Fee Table;
(Prospectus) The Growth Portfolio
(b) Management Contracts............................... Not Applicable
(c) Custodian.......................................... Safekeeping of Separate Account Assets; Records
and Reports
Independent Auditors ............................. Accountants
(d) Assets of Registrant............................... Not Applicable
(e) Affiliated Person.................................. Not Applicable
(f) Principal Underwriter.............................. The Underwriter
<PAGE>
19. Purchase of Securities
Being Offered............................................ (Prospectus) Description of the Contracts
Offering Sales Load...................................... Charges under the Contracts
20. Underwriters............................................. The Underwriter
21. Calculation of Performance
Data..................................................... Calculation of Yields and Total Returns
22. Annuity Payments......................................... (Prospectus) Annuity Period
23. Financial Statements..................................... Financial Statements
PART C -- OTHER INFORMATION
Item of Form N-4 Part C Caption
24. Financial Statements
and Exhibits
(a) Financial Statements............................... Financial Statements
(b) Exhibits........................................... Exhibits
25. Directors and Officers of
the Depositor............................................ Directors and Officers of the Depositor
26. Persons Controlled By or Under Common Control
with the Depositor or Registrant ........................ Persons Controlled By or Under Common Control
with the Depositor or Registrant
27. Number of Contract Owners................................ Number of Contract Owners
28. Indemnification.......................................... Indemnification
29. Principal Underwriters................................... Principal Underwriter
30. Location of Accounts
and Records.............................................. Location of Accounts and Records
31. Management Services...................................... Management Services
32. Undertakings............................................. Undertakings
Signature Page........................................... Signature Page
</TABLE>
<PAGE>
PART A
PROSPECTUS
<PAGE>
SEPARATE ACCOUNT C
Individual Equity Investment Fund Contracts
For Non-Tax Qualified Individual Retirement Plans
(LOGO)
1150 South Olive Street, Los Angeles, California 90015-2211 (213) 742-3065
- ------------------------------------------------------------------------------
This Prospectus describes three types of variable annuity contracts (the
"Contracts") issued by Transamerica Occidental Life Insurance Company
("Transamerica" or the "Company"). The Contracts are called the Individual
Equity Investment Fund Contracts -- Annual Deposit, Single Deposit Deferred and
Single Deposit Immediate (the "Contracts"). These Contracts are designed for
non-tax-qualified investments only.
Deposits and Accumulation Account Value are allocated to Separate Account C
of Transamerica Occidental Life Insurance Company (the "Separate Account"). The
assets of the Separate Account will be invested solely in the Growth Portfolio
(the "Growth Portfolio" or the "Portfolio") of the Transamerica Variable
Insurance Fund. The Portfolio's investment objective is long-term capital growth
which its pursues by investing primarily in common stocks. Any income and
realized capital gains will be reinvested in shares of the Portfolio. The
Accumulation Account Value under the Contracts will vary with the investment
performance of the Portfolio in which the Separate Account is invested. There is
no assurance that the investment objective of the Portfolio will be met. The
Contract Owner bears the entire investment risk for amounts invested under the
Contracts.
This Prospectus sets forth basic information about the Contracts and the
Separate Account that a prospective investor should know before investing. A
"Statement of Additional Information" containing more detailed information about
the Contracts and the Separate Account is available free by writing Transamerica
Occidental Life Insurance Company (the "Company") at 1150 South Olive Street,
Los Angeles, California 90015-2211 or by calling (213) 742-3065. The Statement
of Additional Information, which has the same date as this Prospectus as it may
be supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated herein by reference.
The table of contents for the Statement of Additional Information is included at
the end of this Prospectus.
ThisProspectus must be accompanied by the current prospectus for the Growth
Portfolio of Transamerica Variable Insurance Fund, Inc.
- ---------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -----------------------------------------------------------------------------
The date of this Prospectus is ____________, 1996
Please read this Prospectus carefully and keep it for future reference.
An investment in the Contracts is not a deposit of, or guaranteed or endorsed
by, any bank, nor are the Contracts federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other government agency.
Investing in the Contracts involves certain investment risks, including possible
loss of principal.
TABLE OF CONTENTS
(LOGO)
Terms Used in this Prospectus. . . .
Synopsis of this Prospectus. . . . .
Variable Annuity Fee Table
Condensed Financial Information
Transamerica Occidental and the Separate Account The Growth Portfolio
Description of the Contracts Surrender of a Contract Death Benefits Charges
under the Contracts Annuity Period Federal Tax Status Underwriter Voting Rights
Legal Proceedings Table of Contents of the Statement of Additional Information
This Prospectus does not constitute an offer to sell, or a solicitation of
any offer to purchase, the Contracts offered hereby in any state or jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
state. No salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer described herein and, if given or made,
such information or representation must not be relied upon.
<PAGE>
TERMS USED IN THIS PROSPECTUS
Accumulation Account: The account maintained under each
Contract comprising all Accumulation Units
purchased under a Contract and, if applicable, any
Net Deposit not yet applied to purchase
Accumulation Units.
Accumulation Account Value: The dollar value of an Accumulation Account.
Accumulation Unit: A unit purchased by the investment of a Net
Deposit in the Separate Account and used to
measure the value of a Contract Owner's interest
under a Contract prior to the Retirement Date
under the Contract.
Annuity: A series of monthly payments provided under a Contract for
the Participant or his beneficiary. Annuity payments will be
due and payable only on the first day of a calendar month.
Annuity Conversion Rate: The rate used in converting the
Accumulation Account Value to an Annuity expressed
as the amount of the first Annuity payment to
which the Participant or the beneficiary is
entitled for each $1,000 of Accumulation Account
Value.
Annuity Unit: A unit used to determine the amount of each Variable Annuity
payment after the first.
Contract: Any one of the Individual Equity Investment Fund Contracts
(Annual Deposit, Single Deposit Deferred, or
Single Deposit Immediate) described in this
Prospectus.
Contract Owner: The party to the Contract who is the owner of the Contract.
Generally, the Contract Owner will be the Participant.
Deposit: An amount paid to the Company pursuant to a Contract. (With
respect to some Contracts in which the term "Deposit" has
been replaced by the term "Purchase Payment," "Deposit" as
used herein shall also mean "Purchase Payment.")
Fund: The Transamerica Variable Insurance Fund, Inc., a registered
open-end management investment company in which the
Separate Account invests.
Net Deposit: That portion of a Deposit remaining after deduction of any
premium for Contract riders, charges for sales and
administrative expenses and for any applicable premium taxes.
Participant: The individual on whose behalf a Contract is issued.
Generally, the Participant will be the Contract Owner.
Plan of Reorganization: The plan pursuant to which the Separate Account was
reorganized to its present form as a unit investment trust.
Portfolio: The Growth Portfolio of the Transamerica Variable Insurance
Fund, Inc. The Separate Account invests exclusively in the
Portfolio.
Retirement Date: The date on which the first Annuity payment is payable under
a Contract.
Separate Account: Separate Account C of Transamerica Occidental Life Insurance
Company. Separate Account C is not part of Transamerica's
general account.
Variable Annuity: An Annuity with payments which vary in dollar amount
throughout the payment period in accordance with the
investment experience of the Growth Portfolio of the Fund.
Valuation Date: Any day the New York Stock Exchange is open for trading.
Valuation usually occurs as of 4:00 p.m. ET each Valuation
Date.
Valuation Period: The period from the close of business on
the New York Stock Exchange on one Valuation Date
to the close of trading on the New York Stock
Exchange on the next following Valuation Date.
Written Request: An original signature is required on all Written Requests.If a
signature on record does not compare with that on the Written
Request, Transamerica reserves the right to request a Bank
Signature Guarantee before processing the request. Written
Requests and other communications are deemed to be received
by the Company on the date they are actually received at the
Company's Home Office, unless they are received: (1) on a day
when the New York Stock Exchange is closed, or (2) after
1:00 p.m. Los Angeles, California time. In these two cases,
the Written Request will be deemed to be received on the next
day when the unit value is calculated.
<PAGE>
SYNOPSIS OF THIS PROSPECTUS
This Prospectus describes three types of individual variable annuity
contracts -- the Annual Deposit, Single Deposit Deferred and Single Deposit
Immediate. The Contracts are designed for non tax-qualified retirement programs.
Deposits made under the Contracts are allocated to the Separate Account which
invests solely in the Growth Portfolio of the Fund. The Growth Portfolio invests
principally in equity securities. (See "Description of the Contracts" on page
- ---.) The Contracts are no longer being offered for sale but additional Deposits
can be made on certain outstanding Contracts. Transamerica Securities Sales
Corporation is the principal underwriter ("Underwriter") of the Separate
Account. (See "Underwriter" on page __ .)
The Contracts. Three types of Contracts have been offered through the
Separate Account -- Annual Deposit, Single Deposit Deferred, and Single
Deposit Immediate.
The Annual Deposit Contract is a deferred variable annuity which provides
for payments to be made at least annually. The minimum payment is $10 and the
aggregate minimum annual payment must be $120 in any Contract year. Usually, a
Contract was not issued for annual payments of less than $300. Payments may be
increased on a Contract anniversary, but annual payments may not be increased to
more than three times the first year's payments without the consent of
Transamerica.
The Single Deposit Deferred Contract provides a deferred variable annuity.
A minimum single payment of $1,000 must have been made when the Contract is
issued. Additional payments of at least $20 could have been made anytime within
the first five Contract years. Thereafter, Transamerica must give its consent to
accept further payments.
The Retirement Date for the Annual Deposit and Single Deposit Deferred
Contracts is the date the first annuity payment is made under the Contract. The
Retirement Date is specified in the application for the Annual Deposit and
Single Deposit Deferred Contracts. It may be changed by submitting a written
request to Transamerica at least 60 days before annuity payments begin.
The Single Deposit Immediate Contract provides an immediate variable
annuity. The minimum single payment accepted under the Contract is $2,500. The
Retirement Date specified by the Contract Owner may not be changed.
The Separate Account. Deposits made under the Contracts are allocated to
the Separate Account. The assets of the Separate Account are used to purchase,
at net asset value, shares of the Growth Portfolio. The Growth Portfolio has a
distinct investment objective and policies that are described in the
accompanying Prospectus for the Growth Portfolio. (See "The Growth Portfolio" on
page ---.)
The Accumulation Account Value, if any, and the amount of any annuity
payment will vary depending on the investment experience of the Growth Portfolio
and the amount of separate account and portfolio fees and expenses incurred.
(See "Charges Under the Contracts" on page ___.) The Contract Owner bears the
entire investment risk under the Contract. There is no guaranteed or minimum
Accumulation Account Value; therefore the proceeds of a surrender could be less
than the total amount of Deposits.
Surrenders and Partial Withdrawals. Annual Deposit and Single Deposit
Deferred Contracts may be surrendered prior to a selected Retirement Date for
the Accumulation Account Value. At any time before the earlier of the death of
the Annuitant or the Retirement Date, the Contract Owner may partially withdraw
Accumulation Account Value. Accumulation Account Value will be established at
the end of the Valuation Period in which the Written Request for surrender or
withdrawal is received. There is no surrender or withdrawal charge. A Contract
must be surrendered if a withdrawal reduces the Accumulation Account Value below
$10 for an Annual Deposit Contract or $20 for a Single Deposit Deferred
Contract. There are no surrender or withdrawal privileges for Single Immediate
Contracts.
Amounts withdrawn or surrendered may be taxable and subject to a penalty
tax imposed by Federal tax law.
Charges and Expenses. Transamerica deducts a sales charge and an
administrative charge from each Deposit at the time of payment. A maximum 6.5%
sales charge and 2.5% administrative charge are deducted from each Deposit.
Charges may be reduced depending on the total dollar value of Deposits paid
under the Contract. (See "Variable Annuity Fee Table" on page ___.)
Transamerica also deducts a daily charge (the "Mortality and Expense Risk
Charge") equal to a percentage of the value of the net assets in the Separate
Account for the mortality and expense risks it has assumed. With certain
exceptions (see "Variable Annuity Fee Table" on page____), the rates at which
charges for expenses are assessed may not be changed during the life of the
Contract. The Contracts permit the Company to deduct a Mortality and Expense
Risk Charge from the Separate Account at the end of each Valuation Period at a
maximum annual rate of 1.10% of the Accumulation Account Value. The amount of
the Mortality and Expense Risk Charges will be waived or reduced on Contracts
outstanding as of the Date of the Reorganization to the extent that the sum of
Separate Account Annual Expenses and Portfolio Annual Expenses exceeds 1.40%
during any year. Currently the Mortality and Expense Risk Charge is assessed at
an annual rate of 0.55% of Accumulation Account Value.
Some states require the payment of premium taxes. Generally, a charge for
premium taxes is made against the Accumulation Account Value when conversion is
made to provide annuity benefits. However, in certain states, a tax will be
deducted from each Deposit. Presently, premium taxes range from 0.0% to 3.5%.
(See "Premium Taxes" on page ___.)
Because the Separate Account purchases shares of the Growth Portfolio, the
net assets of the Separate Account will reflect the investment advisory fee and
certain expenses incurred by the Growth Portfolio. The investment adviser of the
Growth Portfolio is paid an advisory fee of 0.75% of 1% of the value of the
average daily net assets of the Growth Portfolio. Presently, certain fees and
expenses of the Portfolio are waived or reimbursed. (See the accompanying
prospectus of the Growth Portfolio for further details).
Death Benefit. The Contracts provide a death benefit payable if the
Participant dies before the selected Retirement Date. Transamerica will pay the
beneficiary the Accumulation Account Value as of the date Transamerica receives
due proof of the deceased's death and payment instructions. (See "Death
Benefits" on page ___.)
Annuity Payments. The Contracts provide for a series of monthly annuity
payments to begin on the Retirement Date. The Contract Owner may select from
three variable payment options. The amount of the annuity payments depends on
the payment option chosen, the age of the person named to receive the annuity
payments (the "Annuitant"), and the value of the Contract on the Retirement
Date. The annuity options include alternatives designed to provide payments for
life (for either a single or joint life), with or without a guaranteed minimum
number of payments. (See "Annuity Period" on page ___.)
The minimum amount of the first annuity payments must be $20. If the first
monthly payment would be less than $20, Transamerica may make a single payment
equal to the total value of the Contract Owner's account, the Accumulation
Account Value.
Federal Tax Status. With respect to Contract Owners who are natural
persons, there should be no Federal income tax on increases in the Accumulation
Account Value until a distribution under the Contract occurs (e.g., a surrender
or annuity payment) or is deemed to occur (e.g., a pledge, loan or assignment of
a Contract). Generally, a portion of any distribution or deemed distribution
will be taxable as ordinary income. The taxable portion of certain distributions
will be subject to withholding unless the recipient elects otherwise. In
addition, a penalty tax may apply to certain distributions or deemed
distributions under the Contract. (See "Federal Tax Status," on page ___.) This
paragraph is applicable so long as the Contracts qualify as annuity contracts
for Federal income tax purposes. (See "FEDERAL TAX MATTERS--Tax Status of the
Contracts" in the Statement of Additional Information.)
VARIABLE ANNUITY FEE TABLE
The purpose of this table and the examples that follow is to assist the
Contract Owner in understanding the various costs and expenses imposed directly
or indirectly under the Contracts. The standardized tables and examples reflect
expenses of the Separate Account as well as the Portfolio. They assume the
highest deductions possible under the Contracts whether or not such deductions
actually would be made from an individual Contract Owner's account. The
information set forth below should be considered together with the narrative
provided under the heading "Charges and Deductions" on page ___ of this
Prospectus, and with the Portfolio's prospectus. In addition to the expenses
listed below, premium taxes may be applicable.
Contract Owner Transaction Expenses
Sales Load Imposed on Purchases (as a percentage of each Deposit): 6.50%
Total Deposits
Under the Contract Sales Expense
First $15,000. . . . . . . . . . 6.50%
Next $35,000. . . . . . . . . . 4.50%
Next $100,000 . . . . . . . . . 2.00%
Excess . . . . . . . . . . 0.50%
Administrative Expense Imposed on Purchases (as a percentage of each Deposit):
2.50%
Total Deposits
Under the Contract Administrative Expense
First $15,000. . . . . . . . . . . 2.50%
Next $35,000. . . . . . . . . . . 1.50%
Next $100,000. . . . . . . . . . . 0.75%
Excess . . . . . . . . . . . 0.00%
Maximum Total Contract Owner Transaction Expenses:1/ 9.00%
Total Contract Owner
Total Deposits Transaction Expenses
Under the Contract as % of Total Deposits
First $15,000. . . . . . . . . . . 9.00%
Next $35,000. . . . . . . . . . . 6.00%
Next $100,000. . . . . . . . . . . 2.75%
Excess . . . . . . . . . . . 0.50%
Separate Account Annual Expenses:
(as a percentage of average daily separate account value )
Mortality and Expense Risk Charge. . . . . . . . . . 0.55%2/
Administrative Expense Charge. . . . . . . . . . . . 0.00%
Other Expenses . . . . . . . . . . . . . . . . . . . 0.00%
Total Separate Account Annual Expenses. . . . . . 0.55%2/
<PAGE>
Growth Portfolio Annual Expenses:3/
(as a percentage of Portfolio average daily net assets, after fee waivers and
expense reimbursements)
Management Fee . . . . . . . . . . . . . . . . . . . 0.75%
Other Expenses . . . . . . . . . . . . . . . . . . . 0.10%
Total Portfolio Annual Expenses . . . . . . . . . 0.85%3/
- ----------------
1/ This is equivalent to 9.89% of the Net Deposit. Premium taxes are not
shown. Charges for premium taxes, if any, are deducted when paid which may be
upon annuitization. In certain states, a premium tax charge will be deducted
from each Deposit.
2/ The Contracts permit the Company to deduct a Mortality and Expense Risk
Charge at a maximum annual rate of 1.10% of the Accumulation Account Value.
Under the terms of the Plan of Reorganization, however, Transamerica has agreed
to waive or reimburse the Mortality and Expense Risk Charge on Contracts
outstanding as of the Date of the Reorganization to the extent that the sum of
Separate Account Annual Expenses and Portfolio Annual Expenses exceeds 1.40%
during any year.
3/ The Growth Portfolio commenced operation on _______, 1996. Its expenses
for 1996 are estimated to be 0.10% after fee waivers and reimbursement, and
[_.__%] without such waivers and reimbursements. For more information on the
Portfolio's fees and expenses, see the attached prospectus for the Portfolio.
EXAMPLES
A Contract Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses reflected in
the Variable Annuity Fee Table above:
Example #1: If the Contract is surrendered at the end of the applicable time
period:
1 Year 3 Years 5 Years 10 Years
$103 $130 $160 $243
Example #2: If the Contract is not surrendered at the end of the periods shown:
1 Year 3 Years 5 Years 10 Years
$103 $130 $160 $243
The Examples should not be considered a representation of past or future
expenses and charges. Actual expenses may be greater or less than those shown.
Similarly, the assumed 5% annual rate of return is not an estimate or a
guarantee of future investment performance. See "Charges Under the Contract" on
page ___ in this Prospectus.
The Contracts are designed for retirement planning. Surrenders prior to the
Annuity Period are not consistent with the long-term purposes of the Contract
and tax penalties may apply. Premium taxes may be applicable.
<PAGE>
CONDENSED FINANCIAL INFORMATION
The Separate Account is permitted to use the financial data of its
corporate predecessor, Transamerica Occidental's Separate Account Fund C
("Separate Account Fund C"). The following condensed financial information is
derived from the financial statements of Separate Account Fund C that were
audited by Ernst & Young, LLP, the independent auditors for Separate Account
Fund C. The data should be read in conjunction with the financial statements,
related notes, and other financial information included in the Statement of
Additional Information. The information in the table relates to the financial
condition of Separate Account Fund C for each of the last ten fiscal years.
The Accumulation Unit values and number of Accumulation Units outstanding
for the periods shown are as follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 19871986
Accumulation Unit value:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of year$12.291$11.467 $9.384 $8.281 $5.885 $6.623 $4.959 $3.708 $3.293 $2.952
End of year $18.786$12.291 $11.467$ 9.384 $ 8.281$ 5.885 $ 6.623 $ 4.959 $ 3.708 $ 3.293
</TABLE>
Number of Accumulation Units
outstanding at end of year
(000 omitted)1,3411,3731,4121,4521,4721,5451,6051,6741,713 2,119
TRANSAMERICA OCCIDENTAL AND THE SEPARATE ACCOUNT
Transamerica Occidental Life Insurance Company
Transamerica Occidental Life Insurance Company ("Transamerica" or the
"Company") is a stock life insurance company incorporated under the laws of the
State of California on June 30, 1906. Its Home Office is located at 1150 South
Olive Street, Los Angeles, California, 90015-2211. It has been a wholly-owned
direct or indirect subsidiary of Transamerica Corporation, 600 Montgomery
Street, San Francisco, California 94111, since March 14, 1930. The Company
presently provides individual life insurance, especially interest-sensitive
products, variable and term life insurance, fixed and flexible premium annuity
products, and reinsurance.
Subsidiaries of the Company include Transamerica Assurance Company,
Transamerica Life Insurance and Annuity Company, Transamerica Life Insurance of
Canada, Transamerica Occidental Life Insurance Company of Illinois and a New
York company, First Transamerica Life Insurance Company.
Published Ratings
Transamerica may from time to time publish in advertisements, sales
literature and reports to Contract 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 and should not be considered as bearing on the investment
performance of assets held in the Separate Account. Each year the A.M. Best
Company reviews the financial status of thousands of insurers, culminating in
the assignment of Best's Ratings. 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, the claims-paying ability of Transamerica as measured by Standard &
Poor's Insurance Ratings Services, Moody's, or Duff & Phelps may be referred to
in advertisements or sales literature or in reports to Contract Owners. These
ratings are opinions of an operating insurance company's financial capacity to
meet the obligations of its insurance and annuity policies in accordance with
their terms. Such ratings do not reflect the investment performance of the
Separate Account or the degree of risk associated with an investment in the
Separate Account.
The Separate Account
The Separate Account was established on February 26, 1969 by Transamerica's
Board of Directors. Prior to ____, 1996, the Separate Account was organized as
an open-end diversified management investment company with its own portfolio of
securities. On _______, 1996, the Separate Account was re-organized to its
present form as a unit investment trust pursuant to a Plan of Reorganization
that was approved on June 26, 1995 by the Separate Account's Board of Managers.
The Contract Owners of the Separate Account approved the reorganization on
_______, 1996.
The Separate Account is registered with the Commission under the Investment
Company Act of 1940 (the "1940 Act") as a unit investment trust. It meets the
definition of a separate account under the federal securities laws. However, the
Commission does not supervise the management or the investment practices or
policies of the Separate Account.
The assets of the Separate Account are owned by Transamerica but they are
held separately from the other assets of Transamerica. 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 assets in the separate account
exceed the reserves and other liabilities of the separate account). Income,
gains and losses incurred on the assets in the Separate Account, whether or not
realized, are credited to or charged against the Separate Account without regard
to other income, gains or losses of Transamerica. 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 maintained by Transamerica. Obligations under the Contracts are
obligations of Transamerica.
THE GROWTH PORTFOLIO
The Growth Portfolio of the Transamerica Variable Insurance Fund
The Separate Account invests exclusively in the Growth Portfolio of the
Transamerica Variable Insurance Fund (the "Fund"). The Fund is an open-end,
diversified management investment company established as a Maryland Corporation
on June 23, 1995, as the successor to Transamerica Occidental's Separate Account
Fund C. The Fund currently consists of one investment portfolio, the Growth
Portfolio. (Additional Portfolios may be created from time to time.) By
investing in the Growth Portfolio, an investor becomes entitled to a pro-rata
share of all dividends and distributions arising from the net income and capital
gains on the investments of the Growth Portfolio. Likewise, an investor shares
pro-rata in any losses of the Portfolio.
Pursuant to an investment advisory agreement and subject to the authority
of the Fund's Board of Directors, Transamerica Occidental Life Insurance Company
(the "Company") serves as the Portfolio's investment adviser and conducts the
business and affairs of the Portfolio. The Company has engaged an affiliate,
Transamerica Investment Services, Inc. ("Investment Services") to act as the
Portfolio's sub-advisor to provide the day-to-day portfolio management for the
Portfolio.
The investment objective of the Growth Portfolio is to seek long-term
capital growth. Common stock (listed and unlisted) is the basic form of
investment. The Portfolio may also invest in debt securities and preferred stock
having a call on common stocks.
The Fund currently offers shares of the Portfolio solely to the Separate
Account as a funding vehicle for the variable annuity contracts supported by the
Separate Account. The Fund does not offer the Portfolio's shares directly to the
general public. Shares of the Portfolio may, in the future, be offered to other
registered and unregistered separate accounts supporting other variable annuity
or variable life insurance contracts and to qualified pension and retirement
plans.
Meeting investment objectives depends on various factors, including, but
not limited to, how well the portfolio manager anticipates changing economic
and market conditions. THERE IS NO ASSURANCE THAT THE PORTFOLIO WILL ACHIEVE
ITS STATED OBJECTIVES.
An investment in the Contracts is not a deposit or obligation of, or
guaranteed or endorsed, by any bank, nor are the Contracts federally insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other government agency. Investing in the Contracts involves certain investment
risks, including possible loss of principal.
Additional information concerning the investment objective and policies of
the Growth Portfolio, the investment advisory and administrative services and
charges can be found in the current prospectus for the Portfolio which
accompanies this Prospectus. The Portfolio's prospectus should be read carefully
before any decision is made concerning the allocation of Deposits to the
Separate Account.
Addition, Deletion, or Substitution
Transamerica cannot guarantee that the Portfolio will always be available
for its variable annuity products, but in the unlikely event that the Portfolio
is not available, Transamerica will do everything reasonably practicable to
secure the availability of a comparable fund. Transamerica retains the right to
make changes in the Separate Account and in its investments.
Transamerica reserves the right to eliminate the shares of any Portfolio
held by the Separate Account and to substitute shares of another Portfolio or of
another 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, a
substitution of shares attributable to the Contract Owner's interest in the
Separate Account will not be made without prior notice to the Contract Owner and
the prior approval of the Commission. Nothing contained herein shall prevent the
Separate Account from purchasing other securities for other series or classes of
variable annuity policies, or from effecting an exchange between series or
classes of variable policies on the basis of requests made by Contract Owners.
The Separate Account may be divided into sub-accounts and new sub-accounts
may be established when, in the sole discretion of Transamerica, marketing, tax,
investment or other conditions so warrant. Any new sub-accounts will be made
available to existing Contract Owners on a basis to be determined by
Transamerica. Each additional sub-account will purchase shares in a Portfolio or
in another mutual fund or investment vehicle. Transamerica may also eliminate
one or more sub-accounts if, in its sole discretion, marketing, tax, investment
or other conditions so warrant. In the event any sub-account is eliminated,
Transamerica will notify Contract Owners and request a re-allocation of the
amounts invested in the eliminated sub-account.
In the event of any substitution or change, Transamerica may 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
operated as a management company under the 1940 Act or any other form permitted
by law, may be de-registered under such Act in the event such registration is no
longer required, or may be combined with one or more other separate accounts.
DESCRIPTION OF THE CONTRACTS
The Contract Owner has all rights under the Contract during the
accumulation period. These include voting rights, selection of the annuitant,
surrendering any portion of the Contract values, electing an Annuity
commencement date and option and selection of beneficiaries.
The Contract Owner retains his or her voting rights and right to select
beneficiaries, if the Annuity option permits, once the Annuity begins.
After the death of the annuitant, the beneficiaries have the right to the
value, if any, remaining in the Contract.
Annual Deposit Individual Equity Investment Fund Contract provides a
deferred Variable Annuity ("Annual Deposit Contract"). This Contract provides
for Deposits to be made annually or more frequently, but no Deposit may be less
than $10 and the aggregate minimum Deposit must be $120 in any contract year.
Normally, Contracts will not be issued for annual Deposits of less than $300.
Deposits may be increased on a Contract anniversary, but annual Deposits may not
be increased to more than three times the first year's Deposit without consent
from the Company. The non-forfeiture provision of the Contract will be applied
if annual Deposits are not paid when due or during a 31-day grace period. The
effect of this provision is that if a Deposit is not received within five years
of the last Deposit date, Deposits may not be resumed, but Contract benefits
remain in full force.
Single Deposit Individual Equity Investment Fund Contract provides a
deferred Variable Annuity ("Single Deposit Deferred Contract"). This Contract
provides for a single Deposit when the Contract is issued. Additional Deposits
of at least $20 each may be made anytime within the first five Contract years.
Thereafter, the Company must give its consent to further Deposits. The minimum
initial Deposit is $1,000. The Company reserves the right to reduce the minimum.
A Retirement Date is specified in the application for Annual Deposit and
Single Deferred Contracts, but may be changed by a Written Request to the
Company at its Home Office at least 60 days before an Annuity is to commence.
Single Deposit Individual Equity Fund Investment Contract also provides an
Immediate Variable Annuity ("Single Deposit Immediate Contract"). This Contract
provides for a single Deposit to be accepted when the Contract is issued which
will begin an Annuity. The issue date of this Contract is the last Valuation Day
of the second calendar month preceding the Retirement Date specified in the
Contract. The minimum Deposit is $2,500. The Company reserves the right to
reduce the minimum. The Retirement Date may not be changed.
Net Deposits
Net Deposits are immediately credited to the Contract Owner's Accumulation
Account in the Valuation Period in which they are received at the Company's Home
Office.
Net Deposits are used to purchase Accumulation Units. The number of
Accumulation Units purchased with a Net Deposit is determined on the Valuation
Date on which the Net Deposit is invested in the Separate Account by dividing
the Net Deposit by the Accumulation Unit Value at the end of that Valuation
Date. The number of Accumulation Units resulting from each Net Deposit will not
change.
Accumulation Unit Value
The Accumulation Unit Value was set at $1.00 on October 16, 1969, the date
the Separate Account commenced operations. The Accumulation Unit Value is
determined at the end of a Valuation Period by multiplying the Accumulation Unit
Value determined at the end of the immediate preceding Valuation Period by the
Investment Performance Factor for the current Valuation Period and reducing the
result by the mortality and expense risk charges. The value of an Accumulation
Unit is expected to change from Valuation Period to Valuation Period, reflecting
the investment experience of the Portfolio as well as the deduction for charges.
The Investment Performance Factor is determined at the end of each
Valuation Period and is the ratio of A/B where:
"A" is the value of the Separate Account as of the end of such Valuation
Period immediately prior to making any Deposits into and any withdrawals
from the Separate Account.
"B" is the value of the Separate Account as of the end of the preceding
Valuation Period immediately after making any Deposits into and any
withdrawals from the Separate Account, including any charges for expense
and mortality risks assessed against the Separate Account on that date,
from the Separate Account.
SURRENDER OF A CONTRACT
Surrender and withdrawal privileges apply only to Annual Deposit and Single
Deposit Deferred Contracts prior to Retirement Date. There are no surrender or
withdrawal privilege for Single Deposit Immediate Contracts.
A Written Request by the Contract Owner must be received at the Home Office
for either a withdrawal or surrender of Accumulation Account Value. Accumulation
Units will be cancelled with the equivalent dollar amount withdrawn or
surrendered. The Accumulation Unit Value used to determine the number of
Accumulation Units cancelled shall be the value established at the end of the
Valuation Period in which the Written Request was received. The Accumulation
Account Value less any applicable tax charge will be paid within seven days
following receipt of the Written Request. However, the Company may postpone such
payment: (1) if the New York Stock Exchange is closed or trading on the Exchange
is restricted, as determined by the Commission; (2) when an emergency exists, as
defined by the Commission's rules, and fair market value of the assets cannot be
determined; or (3) for other periods as the Commission may permit.
There are no charges for withdrawals or surrender of the Contract. However,
withdrawals and surrenders may be taxable and subject to penalty taxes, as
described below. (See "Federal Tax Status" on page __.)
A Contract must be surrendered through the Underwriter.
The Contract must be surrendered if a withdrawal reduces the Accumulation
Account Value below $10 for an Annual Deposit Deferred Contract or $20 for a
Single Deposit Deferred Contract.
Any Contract withdrawal may be repaid within five years after the date of
each withdrawal, but only one repayment can be made in any twelve month period.
The Company must be given concurrent Written Request of repayment. The sales
charges will not be deducted from the Deposit repayment, but the administrative
charge will be assessed.
DEATH BENEFITS
Death Benefits--Before Retirement
(1) ANNUAL DEPOSIT AND SINGLE PREMIUM DEFERRED CONTRACTS:
In the event a Participant dies prior to the selected Retirement Date,
the Company will pay to the Participant's beneficiary the Accumulation
Account Value based on the Accumulation Unit value determined on the
Valuation Day coinciding with or next following the later of (i) the
date adequate proof of death is received by the Company or (ii) the
date the Company receives notice of the method of payment selected by
the beneficiary. Subject to certain requirements imposed by Federal
tax law, upon Written Request after the death of the Participant, the
beneficiary may elect, in lieu of the payment of such value in one
sum, to have all or a part of the Accumulation Account Value applied
under one of the forms of Annuities described under "Annuity Period,"
or elect an optional method of payment subject to agreement by the
Company, and to compliance with any applicable federal and state law.
(2) SINGLE PREMIUM IMMEDIATE CONTRACT:
In the event a Participant dies prior to the selected Retirement Date,
the Company will pay to the Participant's beneficiary the Accumulation
Account Value based on the Accumulation Unit value determined on the
Valuation Day coinciding with or next following the date proof of
death is received by the Company.
Death Benefit--After Retirement
If the Participant's death occurs on or after the Retirement Date, death
benefits, if any, payable to the beneficiary shall be as provided under the
Annuity option or elected optional method of payment then in effect.
CHARGES UNDER THE CONTRACTS
Charges Assessed Against The Deposits
Sales Charge. The Company makes a deduction from each Deposit for sales
expenses. No such charge will be assessed against Deposits made from insurance
or annuity policies issued by the Company which are transferred to the Separate
Account. The charge for sales expense ranges from 6.5% to 0.5% of each deposit.
(See "Variable Annuity Fee Table" on page ___.)
The sales expense charge is retained by the Company as compensation for the
cost of selling the Contracts. The Company pays the Underwriter for the sale of
the Contracts. (See "Underwriter" on page ____ for more information about the
Underwriter.) The distribution expenses may exceed amounts deducted from
Deposits as sales expenses and will be paid from the Company's surplus,
including profits, if any, from the mortality and expense risk charges. The
Company pays the sales expense charge to the Underwriter as full commission.
Administrative Charge. The Company also makes a deduction from each Deposit
for administrative expenses. The charge for the administrative expense ranges
from 2.5% to 0.0% of each deposit (See "Variable Annuity Fee Table" on page
____.) The administrative expense charge will be retained by the Company. This
charge is used to pay for all record keeping and administrative functions
related to the Contracts and each Contract Owner's account, including issuance
of the Contract, making annuity payments, legal and accounting fees and reports
to Contract Owners. The charge has been established at a level that does not
exceed anticipated cost.
Charges Assessed Against the Separate Account
Mortality and Expense Risk Charge. The Contracts permit the Company to
deduct a Mortality and Expense Risk Charge from the Accumulation and Annuity
Unit Values at the end of each Valuation Period at a maximum annual rate of
1.10% (approximately .77% for mortality risk and .33% for expense risk.) Amounts
of such charges may be withdrawn periodically from the Separate Account. Under
the terms of the Plan of Reorganization, Transamerica has agreed to waive or
reimburse mortality and expense risk charges on Contracts outstanding as of the
Date of the Reorganization to the extent that the sum of Separate Account Annual
Expenses and Portfolio Annual Expenses exceeds 1.40% during any year. Currently,
the Mortality and Expense Risk Charge is assessed at an annual rate of 0.55% of
the Accumulation Account Value.
The Mortality and Expense Risk Charge compensates the Company for bearing
certain mortality and expense risks under the Contracts. The mortality risk
borne by Transamerica arises from its contractual obligation to make annuity
payments (determined in accordance with the annuity tables and other provisions
contained in the Contracts) regardless of how long all Annuitants or any
individual Annuitant may live. This undertaking assures that neither a Contract
Owner's own longevity, nor an improvement in general life expectancy, will
adversely affect the monthly annuity payments that a beneficiary will receive
under the Contract. The mortality risk assumed by Transamerica is the risk that
the persons on whose life annuity payments depend, as a group, will live longer
than Transamerica's actuarial tables predict. In this event, Transamerica
guarantees that annuity payments will not be affected by a change in mortality
experience that results in the payment of greater annuity income than assumed
under the annuity options in the Contract.
The expense risk assumed by Transamerica is the risk that Transamerica's
actual expenses in issuing and administering the Contracts and operating the
Separate Account will be more than the charges assessed for such expenses.
There are no other fees assessed against the Separate Account.
Portfolio Expenses
Because the Separate Account purchases shares of the Portfolio, the net
assets of the Separate Account will reflect the investment advisory fees and
other operating expenses incurred by the Portfolio. A complete description of
the fees, expenses, and deductions from the Growth Portfolio can be found in the
Portfolio's prospectus.
Premium Taxes
Some states and governmental entities require the payment of premium taxes
on annuity contracts issued by insurance companies. Generally, the Contract
Owner's residence determines the existence and the rate of tax.
Presently, premium taxes range from 0% to 3.5%.
The timing of the premium tax levy varies from one taxing authority to
another. Generally, a charge for premium taxes is made against the Accumulation
Account Value when conversion is made to provide Annuity benefits. However, in
certain states, a tax will be deducted from each Deposit. If a tax is deducted
from a Deposit, a tax will not be similarly assessed when conversion is made to
provide Annuity benefits. State laws are subject to change, and any change will
be implemented and may raise or lower the premium tax charge.
ANNUITY PERIOD
A Participant may select an Annuity option at any age, by Written Request
received by the Company at least 60 days prior to commencement of an Annuity.
The monthly Annuity benefit is determined by the Accumulation Account Value, the
age of the Participant, and any joint annuitant and the option selected.
The Contracts have three standard options:
(1) A Variable Annuity with monthly payments during the lifetime of
the Participant. No minimum number of payments is guaranteed, so that only
one such payment is made if the Participant dies before the second payment
is due,
(2) A Variable Annuity paid monthly to the Participant and any joint
annuitant as long as either shall live. No minimum number of payments is
guaranteed, so that only one such payment is made if both the Participant
and joint annuitant die before the second payment is due, and
(3) A Variable Annuity paid monthly during the lifetime of the
Participant with a minimum guaranteed period of 60, 120 or 180 months. If a
Participant dies during the minimum period, the unpaid installments for the
remainder of the minimum period will be payable to the beneficiary.
However, the beneficiary may elect the commuted value to be paid in one
sum. The value will be determined on the Valuation Day the Written Request
is received in the Home Office.
Upon the Company's approval, other options may be selected. The form of
Annuity with the fewest number of guaranteed monthly payments will provide the
largest monthly payments.
If the Participant does not select any annuity option or a lump-sum
payment, the funds remain in the Accumulation Account.
The minimum account on the first monthly payment is $20. If the first
monthly payment would be less than $20, the Company may make a single payment
equal to the total value of the Contract Owners' Accumulation Account.
For information regarding the calculation of annuity payments, see the
Annuity Payments section of the Statement of Additional Information.
FEDERAL TAX STATUS
Introduction
The following discussion is a general description of Federal tax
considerations relating to the Contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all of
the situations in which a person may be entitled to or may receive a
distribution under a Contract. Any person concerned about these tax implications
should consult a competent tax adviser before initiating any transaction. This
discussion is based upon the Company's understanding of the present Federal
income tax laws as they are currently interpreted by the Internal Revenue
Service. No representation is made as to the likelihood of the continuation of
the present Federal income tax laws or the current interpretation by the
Internal Revenue Service. Moreover, no attempt has been made to consider any
applicable state or other tax laws.
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. The Statement
of Additional Information discusses the requirements for qualifying as an
annuity.
Taxation of Annuities
1. In General
Section 72 of the Internal Revenue Code ("Code") governs taxation of
annuities in general. The Company believes that an Owner who is a natural person
generally is not taxed on increases in the value of a Contract until
distribution occurs by withdrawing all or part of the Accumulation Account Value
(e.g., partial withdrawals and surrenders) or as Annuity Payments under the
Annuity option elected. For this purpose, the assignment, pledge, or agreement
to assign or pledge any portion of the Accumulation Account Value generally will
be treated as a distribution. The taxable portion of a distribution (in the form
of a single sum payment or an annuity) is taxable as ordinary income.
The Owner of any annuity contract who is not a natural person generally
must include in income any increase in the excess of the Accumulation Account
Value over the "investment in the contract" (discussed below) during the taxable
year with respect to deposits made after February 28, 1986. There are some
exceptions to this rule and a Contract Owner that is not a natural person may
wish to discuss these with a competent tax adviser.
The following discussion generally applies only to a Contract owned by a
natural person.
2. Surrenders
In the case of a surrender before the Retirement Date, under Code section
72(e), amounts received are generally first treated as taxable income to the
extent that the Accumulation Account Value immediately before the surrender
exceeds the "investment in the contract" at that time (this does not apply to
amounts allocable to investments made prior to August 14, 1982, nor the income
therefrom). Any additional amount withdrawn is not taxable. Generally, the
"investment in the contract" will be the total amount of Deposits made, less any
amount received under the Contract, to the extent that such amount received was
excluded from gross income.
3. Annuity Payments
Although tax consequences may vary depending on the annuity option elected
under the Contract, under Code section 72(b), generally gross income does not
include that part of any amount received as an annuity under an annuity contract
that bears the same ratio to such amount as the "investment in the contract"
bears to the expected return at the Retirement Date. In this respect (prior to
recovery of the "investment in the contract"), there is generally no tax on the
amount of each payment which represents the same ratio that the "investment in
the contract" bears to the total expected value of the annuity payments for the
term of the payments; however, the remainder of each income payment is taxable.
In all cases, after the "investment in the contract" is recovered, the full
amount of any additional annuity payments is taxable.
4. Penalty Tax
In the case of a distribution there may be imposed a Federal penalty tax
equal to 10% of the amount treated as taxable income. In general, however, there
is no penalty tax on distributions: (1) made on or after the date on which the
Contract Owner attains age 59 1/2; (2) made as a result of death or disability
of the Contract Owner; (3) received in substantially equal periodic payments as
a life annuity or a joint and surviving annuity for the lives or life
expectancies of the taxpayer and the taxpayer's "designated beneficiary"; (4)
from a qualified plan (except as provided in Code section 72(t)); (5) allocable
to "investment in the contract" before August 14, 1982; (6) under a qualified
funding asset (as defined in Code section 130(d)); (7) under an immediate
annuity (as defined in Code section 72(u)(4)), or (8) from Contracts which are
purchased by an employer on termination of certain types of qualified plans and
which are held by the employer until the employee separates from service.
5. Transfers, Assignments, or Exchanges of the Contract
A transfer of ownership of a Contract, the irrevocable designation of an
Annuitant or other beneficiary who is not also the Contract Owner, or the
exchange of a Contract may result in certain tax consequences to the Contract
Owner that are not discussed herein. An Owner contemplating any such transfer,
assignment, or exchange of a Contract should contact a competent tax adviser
with respect to the potential tax effects of such a transaction.
6. Multiple Contracts
All non-qualified deferred annuity contracts entered into after October 21,
1988 that are issued by the Company (or its affiliates) to the same Contract
Owner during any single calendar year are treated as one annuity contract for
purposes of determining the amount includible in gross income under section
72(e) of the Code. The Treasury Department has specific authority to issue
regulations to prevent the avoidance of section 72(e) through the serial
purchase of annuity contracts or otherwise. In addition, there may be other
situations (for example, the combination purchase of an immediate annuity and a
deferred annuity) in which the Internal Revenue Service or the Treasury may
conclude that it may be appropriate to aggregate two or more annuity contracts
purchased by the same Contract Owner.
7. Withholding
Annuity distributions generally are subject to withholding for the
recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions.
8. Death Benefits
Amounts may be distributed from a Contract because of the death of a
Participant or Owner. Generally, such amounts are includible in the income of
the recipient as follows: (i) if distributed in a lump sum, they are treated
like a surrender, or (ii) if distributed under an annuity option, they are
treated like an annuity payment.
9. Other Tax Consequences
As noted above, the foregoing discussion of the Federal income tax
consequences under the Contract is general in nature and is not exhaustive and
special rules are provided with respect to other tax situations not discussed in
this prospectus. Further, the Federal income tax consequences discussed herein
reflect the Company's understanding of current Federal law and the law may
change. Federal gift and estate and state and local estate, inheritance, and
other tax consequences of ownership or receipt of distributions under the
Contract depend on the individual circumstances of each Contract Owner or
recipient of the distribution. A competent tax adviser should be consulted for
further information.
10. Possible Changes in Taxation
In past years, legislation has been proposed that would have adversely
modified the federal taxation of certain annuities. For example, one such
proposal would have changed the tax treatment of non-qualified annuities that
did not have "substantial life contingencies" by taxing income as it is credited
to the annuity. Although as of the date of this prospectus Congress is not
actively considering any legislation regarding the taxation of annuities, there
is always the possibility that the tax treatment of annuities could change by
legislation or other means (such as IRS regulations, revenue rulings, judicial
decisions, etc.) Moreover, it is also possible that any change could be
retroactive (that is, effective prior to the date of the change).
UNDERWRITER
Transamerica Securities Sales Corporation ("TSSC") is the principal
Underwriter for the Separate Account's Contracts. Its principal offices are
located at is 1150 South Olive Street, Los Angeles, California 90015-2211. It is
a wholly-owned subsidiary of Transamerica Insurance Corporation of California,
which is wholly-owned by Transamerica Corporation. TSSC may also serve as an
underwriter and distributor of other separate accounts of Transamerica and
affiliates of Transamerica. TSSC is registered with the Commission as a
broker/dealer and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Transamerica pays TSSC for acting as the principal underwriter
under a distribution agreement.
Prior to __________, Transamerica Financial Resources, Inc. ("TFR") was
the principal underwriter for the Contracts. TFR is a wholly-owned subsidiary
of Transamerica Insurance Company of California and is registered with the
Commission as a broker/dealer and is a member of the NASD.
VOTING RIGHTS
In accordance with its view of current applicable law, the Company will
vote Portfolio shares held in the Separate Account at regular and special
shareholder meetings of the Fund in accordance with instructions received from
persons having voting interests in the Separate Account. If, however, the 1940
Act or any regulation thereunder should be amended, or if the present
interpretation thereof should change, or the Company otherwise determines that
it is allowed to vote the shares in its own right, it may elect to do so.
The number of votes which a Contract Owner may cast is based on the
Accumulation Account Value established on a Valuation Date not more than 100
days prior to a meeting date of Contract Owners and will be computed in the
following manner:
(1) When the Valuation Date is prior to the Retirement Date, the number of
votes will equal the Contract Owner's Accumulation Account Value divided by 100;
(2) When the Valuation Date is on or after the Retirement Date, the number
of votes will equal the amount of the reserve established to meet Variable
Annuity obligations related to the Contract divided by 100. Accordingly, as the
amount of the reserve diminishes during the Annuity payment period, the number
of votes which a Contract Owner may cast decreases.
The number of votes will be rounded to the nearest vote; however, each
Contract Owner will have at least one vote.
To be entitled to vote, a Contract Owner must have been a Contract Owner on
the date on which the number of votes was determined.
Each Contract Owner shall receive a notice of the meeting of Portfolio's
shareholders and a statement of the number of votes attributable to his/her
Contract. Such notice will be mailed to the Contract Owner at the address
maintained in the Company's records at least 20 days prior to the date of the
meeting.
Separate Account votes as to which no timely instructions are received and
shares held by the Company in the Separate Account as to which no Contract Owner
or Annuitant has a beneficial interest will be voted in proportion to the voting
instructions which are received with respect to all Contracts participating in
the Separate Account. Voting instructions to abstain on any item to be voted
upon will be applied to reduce the total number of votes eligible to be cast on
a matter.
Changes To Variable Annuity Contracts
The Company has the right to amend the Contracts to meet current applicable
federal and state laws or regulations or to provide more favorable Annuity
Conversion Rates. Each Contract Owner will be notified of any amendment to the
Contract relating to any changes in federal or state laws.
The Contract Owner may change beneficiaries, Annuity commencement date or
Annuity option prior to the Annuity commencement date.
Inquiries
Contract Owners may request information concerning their Variable Annuity
Contract by contacting a Company agent or by a Written Request mailed directly
to the Company.
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the Separate
Account is a party; nor are there material legal proceedings involving the
Separate Account to which Transamerica or the Underwriter are parties.
<PAGE>
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION
Page
GENERAL INFORMATION AND HISTORY. . . . . . . . . . . . . . . . . . . . . .
ANNUITY PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CALCULATION OF YIELDS AND TOTAL RETURNS. . . . . . . . . . . . . . . . . .
FEDERAL TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE UNDERWRITER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS . . . . . . . . . . . . . . . . . .
STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
(This page intentionally left blank)
<PAGE>
(LOGO)
(a prospectus)
- ----------------------------------------------------------------------
AUDITORS--Ernst & Young LLP [DATE]
- ---------------------------------------------------------------------------
ISSUED BY
Transamerica Occidental Life Insurance Company
1150 South Olive Street
Los Angeles, California 90015-2211
(213) 742-3065
(LOGO)
Transamerica Occidental
Life Insurance Company
TFM-1007 ED.
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
for
Separate Account C
of Transamerica Occidental Life Insurance Company
Individual Equity Investment Fund Contracts ("Contracts")
For Non-Tax Qualified Individual Retirement Plans
1150 South Olive Street, Los Angeles, California 90015-2211
This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the Contracts offered by Transamerica Occidental Life
Insurance Company (the "Company") through Separate Account C. A copy of the
Prospectus may be obtained free of charge by writing to the Company at the above
address or by calling (213) 742-3065. Terms used in the current Prospectus for
the Contracts are incorporated by reference into this Statement.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS
AND SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS
FOR THE CONTRACT AND THE PORTFOLIO.
Dated _________, 1996
<PAGE>
TABLE OF CONTENTS
Page
GENERAL INFORMATION AND HISTORY. . . . . . . . . . . . . . . . . . . . . .
ANNUITY PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CALCULATION OF YIELDS AND TOTAL RETURNS. . . . . . . . . . . . . . . . . .
FEDERAL TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE UNDERWRITER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS . . . . . . . . . . . . . . . . . .
STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
GENERAL INFORMATION AND HISTORY
Transamerica Occidental Life Insurance Company (the "Company") was formerly
known as Occidental Life Insurance Company of California. The name change
occurred approximately on September 1, 1981.
The Company is wholly-owned by Transamerica Insurance Corporation of
California, which is in turn wholly-owned by Transamerica Corporation.
Transamerica Corporation is a financial services organization which engages
through its subsidiaries in consumer lending, commercial lending, leasing, life
insurance and real estate and asset management services.
ANNUITY PAYMENTS
Amount of First Annuity Payment
ANNUAL DEPOSIT AND DEFERRED CONTRACTS:
At a Participant's selected Retirement Date, the Accumulation Account Value
based on the Accumulation Unit value established on the last Valuation Date
in the second calendar month preceding his/her Retirement Date is applied
to the appropriate Annuity Conversion Rate under the Contract, according to
the Participant's, and any joint annuitant's, attained age at nearest
birthday and the selected form of Annuity, to determine the dollar amount
of the first Variable Annuity payment. The Annuity Conversion rates are
based on the following assumptions: (i) Investment earnings at 3.5% per
annum, and (ii) Mortality The Annuity Table for 1949, ultimate three year
age setback.
IMMEDIATE CONTRACT:
The Net Deposit applicable under the Contract is applied to the Annuity
Conversion Rate for this Contract by the Company according to the
Participant's, and any joint annuitant's, attained age at nearest birthday
and selected form of Annuity, to determine the dollar amount of the first
Variable Annuity payment. The Annuity Conversion Rates are based on the
following assumptions: (i) Investment earnings at 3.5% per annum, and (ii)
Mortality - The Annuity Table for 1949, two year age setback.
Amount of Subsequent Annuity Payments
The amount of a Variable Annuity payment after the first is determined by
multiplying the number of Annuity Units by the Annuity Unit value established on
the last Valuation Date in the second calendar month preceding the date such
payment is due.
The Annuity Conversion Rates reflect the assumed net investment earnings
rate of 3.5%. Each annuity payment will vary as the actual net investment
earnings rate varies from 3.5%. If the actual net investment earnings rate were
equal to the assumed rate, Annuity payments would be level. If the actual Net
Investment Rate were lower than the assumed rate, Annuity payments would
decrease.
Number of Annuity Units
The number of the Participant's Annuity Units is determined at the time the
Variable Annuity is effected by dividing the dollar amount of the first Variable
Annuity payment by the Annuity Unit Value established on the last Valuation Date
in the second calendar month preceding the Retirement Date. The number of
Annuity Units, once determined, will remain fixed except as affected by the
normal operation of the form of Annuity, or by a late Deposit. Late Deposit
means a Deposit received by the Company after the Valuation Date in the second
calendar month preceding the Retirement Date.
Annuity Unit Value
On October 16, 1969, the value of an Annuity Unit was set at $1.00.
Thereafter, at the end of each Valuation Period, the Annuity Unit value is
established by multiplying the value of an Annuity Unit determined at the end of
the immediately preceding Valuation Period by the Investment Performance Factor
for the current Valuation Period, and then multiplying that product by an
assumed earnings offset factor for the purpose of offsetting the effect of an
investment earnings rate of 3.5% per annum which is assumed in the Annuity
Conversion Rates for the Contracts. The result is then reduced by a charge for
mortality and expense risks (see "Charges under the Contract" at page 11 of the
Prospectus).
CALCULATION OF YIELDS AND TOTAL RETURNS
Separate Account Yield Calculations
Transamerica may from time to time disclose the current annualized
yield of the Separate Account for 30-day periods. The annualized yield of
the Separate Account refers to the income generated by the Separate Account
over a specified 30-day period. Because this yield is annualized, the yield
generated by the Separate Account during the 30-day period is assumed to be
generated each 30-day period. The yield is computed by dividing the net
investment income per Accumulation Unit earned during the period by the
price per unit on the last day of the period, according to the following
formula:
YIELD = 2[{a b+1}6 1]
cd
Where:
a = net investment income earned during the period by the Portfolio
attributable to the shares owned by the Separate Account.
b = expenses for the Separate Account accrued for the period (net of
reimbursements).
c = the average daily number of Accumulation Units outstanding during
the period.
d = the maximum offering price per Accumulation Unit on the last day of
the period.
Net investment income will be determined in accordance with rules
established by the Commission. Accrued expenses will include all recurring
fees that are charged to all Policies. Because of the charges and
deductions imposed by the Separate Account, the yield for the Separate
Account will be lower than the yield for the corresponding Portfolio. The
yield on amounts held in the Separate Account normally will fluctuate over
time. Therefore, the disclosed yield for any given period is not an
indication or representation of future yields or rates of return. The
Separate Account's actual yield will be affected by the types and quality
of portfolio securities held by the Portfolio, and its operating expenses.
Standard Total Return Calculations
Transamerica may from time to time also disclose average annual total
returns for the Separate Account for various periods of time. Average
annual total return quotations are computed by finding the average annual
compounded rates of return over one, five and ten year periods that would
equate the initial amount invested to the ending redeemable value,
according to the following formula:
P{1+T}n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the one, five, or ten-year period at the end
of the one, five or ten-year period (or fractional portion
thereof).
All recurring fees are recognized in the ending redeemable value.
<PAGE>
FEDERAL TAX MATTERS
Tax Status of the Contract
Diversification Requirements: Section 817(h) of the Code generally 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.
1.817-5) apply a diversification requirement to the Separate Account, through
the Portfolio, intends to comply with the diversification requirements.
Distribution Requirements: In order to be treated as an annuity contract
for Federal income tax purposes, Section 72(s) of the Code requires any
nonqualified contract issued after January 18, 1985, to provide that (a) if any
Contract Owner dies on or after the annuity starting date but prior to the time
the entire interest in the Contract has been distributed, the remaining portion
of such interest will be distributed at least as rapidly as under the method of
distribution being used as of the date of that Contract Owner's death; and (b)
if any Contract Owner dies prior to the annuity starting date, the entire
interest in the Contract will be distributed within five years after the date of
the Contract Owner's death. These requirements will be considered satisfied as
to any portion of the Contract Owner's interest which is payable to or for the
benefit of a "designated beneficiary" and which is distributed over the life of
such "designated beneficiary" or over a period not extending beyond the life
expectancy of that Beneficiary, provided that such distributions begin within
one year of that Contract Owner's death. The Contract Owner's "designated
beneficiary" is the person designated by such Contract Owner as a beneficiary
and to whom ownership of the Contract passes by reason of death and must be a
natural person. However, if the Contract may be continued with the surviving
spouse as the new Contract Owner, an endorsement may be continued with the
surviving spouse as the new Contract Owner. An endorsement has been added to
these Contracts to comply with these new requirements.
Taxation of the Company
The Company 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 the Company
and, accordingly, will not be taxed separately as a "regulated investment
company" under Subchapter M of the Code. The Company 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 the Company with respect to the Separate Account, then the Company may make a
charge to the Separate Account.
Under current laws, the Company may incur state and local taxes in certain
jurisdictions. At present, these taxes are not significant. If there is a
material change in applicable state or local tax laws, charges may be made for
such taxes or reserves for such taxes, if any, attributable to the Separate
Account.
UNDERWRITER
Transamerica Securities Sales Corporation ("TSSC") is the principal
Underwriter for the Separate Account's Contracts. Its principal offices are
located at is 1150 South Olive Street, Los Angeles, California 90015-2211. It is
a wholly-owned subsidiary of Transamerica Insurance Corporation of California,
which is wholly-owned by Transamerica Corporation. TSSC may also serve as an
underwriter and distributor of other separate accounts of Transamerica and
affiliates of Transamerica. TSSC is registered with the Commission as a
broker/dealer and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Transamerica pays TSSC for acting as the principal underwriter
under a distribution agreement.
Prior to __________, Transamerica Financial Resources, Inc. ("TFR") was
the principal underwriter for the Contracts. TFR is a wholly-owned subsidiary
of Transamerica Insurance Company of California and is registered with the
Commission as a broker/dealer and is a member of the NASD.
During the past three years, TFR received from the sales of the Contracts
total payments of $1,148 in 1993, $873 in 1994 and $282 in 1995.
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS
Title to the assets of the Separate Account is held by Transamerica. The
assets of the Separate Account are kept separate and apart from Transamerica's
general account assets. Records are maintained of all purchases and redemptions
of Portfolio shares held by the Separate Account.
STATE REGULATION
Transamerica is subject to the insurance laws and regulations of all the
states where it is licensed to operate. The availability of certain Contract
rights and provisions depends on state approval and/or filing and review
processes. Where required by state law and regulation, the Contract will be
modified accordingly.
LEGAL MATTERS
Advice regarding certain legal matters concerning the federal securities
laws applicable to the issue and sale of the Contracts has been provided by
Sutherland, Asbill & Brennan. The organization of Transamerica, Transamerica's
authority to issue the Contracts, and the validity of the form of the Contracts
have been passed upon by James W. Dederer, Executive Vice President, General
Counsel and Corporate Secretary of Transamerica.
ACCOUNTANTS
The financial statements of Transamerica Occidental Life Insurance Company
and Separate Account C included in this Statement of Additional Information have
been audited by Ernst & Young, LLP, independent auditors, as set forth in their
reports appearing below, and are included in reliance upon such reports given on
their authority as experts in accounting and auditing. Ernst & Young LLP's
address is 515 South Flower Street, Los Angeles, California 90071.
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 pertaining to the Separate Account, reports
containing such information as may be required under the 1940 Act or by other
applicable law or regulation will be sent to the Contract Owner semi-annually at
the Contract Owner's last known address of record.
FINANCIAL STATEMENTS
The consolidated financial statements of Transamerica 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.
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
All required financial statements are included in Parts A and B of this
Registration Statement.
(b) Exhibits:
(1) (a) Resolutions of Board of Directors of Transamerica Occidental
Life Insurance Company
creating Transamerica Occidental's Separate Account Fund C. 2/
(b) Resolutions of Transamerica Occidental Life Insurance Company
approving the conversion
of the Registrant to a unit investment trust. 2/
(2) Not Applicable.
(3) Form of Underwriting Agreement between Transamerica Securities Sales
Corporation, Transamerica
Occidental Life Insurance Company and Registrant.3/
(4) (a) Annual Deposit Individual Equity Investment Fund Contract. 2/
(b) Single Deposit Individual Equity Investment Fund Contract to
provide a deferred Variable Annuity.2/
(c) Single Deposit Individual Equity Investment Fund Contract to
provide an immediate Variable Annuity.2/
(d) Endorsement to define the term "Deposit" in some Contracts to
mean "Purchase Payment".2/
(e) Endorsement to modify definition of "Valuation Period".2/ (f)
Deposit Continuation on Total and Permanent Disability Rider.2/(g)
Endorsement for State of Michigan to define investment factors filed as
part of this Registration Statement.2/
(5) (a) Application for Individual Equity Investment Fund Contracts.2/
(b) Revised Application for Individual Equity Investment Fund
Contracts.2/
(c) Application for Request to Change Life Policy to Individual
Equity Investment Fund Contract.2/
(6) (a) Restated Articles of Incorporation of Transamerica Occidental
Life Insurance Company.2/
(b) Restated By-Laws of Transamerica Occidental Life Insurance
Company.2/
(7) Not Applicable.
(8) Participation Agreement between Transamerica Occidental Life Insurance
Company and Transamerica Variable Insurance Fund.2/
(9) Opinion and Consent of Counsel.3/
(10) (a) Consent of Counsel.2/
(b) Consent of Independent Auditors.3/
(11) No financial statements are omitted from Item 23.
(12) Not Applicable.
(13) Performance Data Calculations.3/
(14) Not Applicable.
(15) Powers of Attorney.
Richard N. Latzer 2/
Kent L. Colwell 2/ Charles E. LeDoyen 2/
Thomas J. Cusack 2/ Karen MacDonald 1/
John A. Fibiger 2/ Gary U. Roll 2/
Richard H. Finn 2/ James B. Roszak 2/
David E. Gooding 2/ William E. Simms 2/
Edgar H. Grubb 2/ Nooruddin S. Veerjee 2/
Frank C. Herringer 2/ Robert A. Watson 1/
- ----------------------------
1/ Incorporated by reference to the like-numbered exhibit to Post-Effective
Amendment No. 7 to the Registration Statement of Transamerica Occidental Life
Insurance Company's Separate Account VA-2L on Form N-4, File No. 33-49998
(April 26, 1996).
2/ Filed herewith.
3/ To be filed by subsequent Post-Effective Amendment.
<PAGE>
Items 25. Directors and Officers of the Depositor.
The names of Directors and Executive Officers of the Company, their
positions and offices with the Company, and their other affiliations are as
follows. The address of Directors and Executive Officers is 1150 South Olive
Street, Los Angeles, California 90015-2211, unless indicated by asterisk.
List of Directors of Transamerica Occidental Life Insurance Company
Robert Abeles Frank C. Herringer
Kent L. Colwell Richard N. Latzer
Thomas J. Cusack Charles E. LeDoyen
James W. Dederer Karen MacDonald
John A. Fibiger Gary U. Rolle'
Richard H. Finn James B. Roszak
David E. Gooding William E. Simms
Edgar H. Grubb Nooruddin S. Veerjee
Robert A. Watson
List of Officers for Transamerica Occidental Life Insurance Company
Thomas J. Cusack President and Chief Executive Officer
John A. Fibiger, FSA Chairman
James B. Roszak President, Life Insurance Division and Chief
Marketing Officer
William E. Simms President - Reinsurance Division
Robert Abeles Executive Vice President and Chief Financial
Officer
James W. Dederer, CLU Executive Vice President, General
Counsel and Corporate Secretary
David E. Gooding Executive Vice President and Chief
Information Officer
Charles E. LeDoyen President-Structured Settlements Division
Bruce Clark Senior Vice President and Chief Actuary
Daniel E. Jund, FLMI Senior Vice President
Karen MacDonald Senior Vice President and Corporate Actuary
Louise K. Neal Senior Vice President
William N. Scott, CLU, FLMI Senior Vice President
T. Desmond Sugrue Senior Vice President
Ron F. Wagley Senior Vice President and Chief Agency Officer
Nooruddin S. Veerjee, FSA President - Group Pension Division
Darrel K.S. Yuen President-Asian Operations
Richard N. Latzer Chief Investment Officer
Gary U. Rolle', CFA Chief Investment Officer
Glen E. Bickerstaff Investment Officer
John M. Casparian Investment Officer
Kent L. Colwell Investment Officer
Heather E. Creeden Investment Officer
Colin Funai Investment Officer
Sharon K. Kilmer Investment Officer
Lyman Lokken Investment Officer
Michael F. Luongo Investment Officer
Matthew Palmer Investment Officer
Thomas C. Pokorski Investment Officer
Susan A. Silbert Investment Officer
John J. Strain Investment Officer
Jeffrey S. Van Harte Investment Officer
Lennart H. Walin Investment Officer
Paul Wintermute Investment Officer
William D. Adams Vice President
Sandra Bailey-Whichard Vice President
Nicki Bair Senior Vice President
Dennis Barry Vice President
Laurie Bayless Vice President
Marsha Blackman Vice President
Thomas Briggle Vice President
Thomas Brimacombe Vice President
Roy Chong-Kit Vice President and Chief Actuary
Alan T. Cunningham Vice President and Deputy General Counsel
Aldo Davanzo Vice President and Assistant Secretary
Daniel Demattos Vice President
Peter DeWolf Vice President
Mary J. Dinkel, CLU Vice President
Randy Dobo Vice President and Actuary
Thomas P. Dolan, FLMI Vice President
John V. Dohmen Vice President
Gail DuBois Vice President and Associate Actuary
Ken Ellis Vice President
George Garcia Vice President and Chief Medicare Officer
David M. Goldstein Vice President and Associate General Counsel
John D. Haack Vice President
Paul Hankwitz, MD Vice President and Chief Medical Director
Randall C. Hoiby Vice President and Associate General Counsel
John W. Holowasko Vice President
William M. Hurst Vice President and Associate General Counsel
James M. Jackson Vice President and Deputy General Counsel
Allan H. Johnson, FSA Vice President and Actuary
James D. Lamb, FSA Vice President and Chief Actuary
Ronald G. Larson, FLMI Regional Vice President
Frank J. LaRusso Vice President and Chief Underwriting Officer
Richard K. M. Lau, ASA Vice President
Thomas Liu Vice President
Katherine Lomeli Vice President and Assistant Secretary
Philip E. McHale, FLMI Vice President
Vic Modugno Vice President and Associate Actuary
Mischelle Mullin Vice President
Wayne Nakano, CPA Vice President and Controller
Paul Norris Vice President and Actuary
John W. Paige, FSA Vice President and Associate Actuary
Stephen W. Pinkham Vice President
Bruce Powell Vice President
Larry H. Roy Vice President
Joel D. Seigle Vice President
Sandra Smith Vice President
James O. Strand Vice President
Deborah Tatro Vice President
Lawrence Taylor Vice President
Claude W. Thau, FSA Senior Vice President
Kim A. Tursky Vice President and Assistant Secretary
William R. Wellnitz, FSA Senior Vice President and Actuary
Anthony Wilkey Vice President
Thomas Winters Vice President
Ronald R. Wolfe Regional Vice President
Sally Yamada Vice President and Treasurer
Flora Bahaudin Second Vice President
David Barcellos Vice President
Michael C. Barnhart Second Vice President
Dan Bass, ASA Second Vice President
Frank Beardsley Vice President
Esther Blount Second Vice President
Benjamin Bock Vice President
Art Bueno Second Vice President
Barry Buner Second Vice President
Beverly Cherry Second Vice President
Wonjoon Cho Second Vice President
Art Cohen Second Vice President
Gloria Durosko Second Vice President
Reid A. Evers Vice President and Associate General Counsel
David Fairhall Second Vice President and Associate Actuary
Selma Fox Second Vice President
Jerry Gable, FSA Second Vice President
Roger Hagopian Second Vice President
Sharon Haley Second Vice President
Zahid Hussain Second Vice President and Associate Actuary
Ahmad Kamil, FIA, MAAA Vice President and Associate Actuary
Ronald G. Keller Second Vice President
Ken Kiefer Second Vice President
Dean LeCesne Second Vice President
Marilyn McCullough Vice President
Carl Marcero Second Vice President
Lisa Moriyama Second Vice President
Joseph K. Nelson Second Vice President
John Oliver Second Vice President
Daragh O'Sullivan Second Vice President
Stephanie Quincey Second Vice President
James R. Robinson Second Vice President
John J. Romer Vice President
Thomas M. Ronce Second Vice President and Assistant General
Counsel
Hugh Shellenberger Second Vice President
Mary Spence Second Vice President
Jean Stefaniak Second Vice President
Michael S. Stein Second Vice President
Christina Stiver Second Vice President
David Stone Second Vice President
John Tillotson Second Vice President
Janet Unruh Second Vice President and Assistant General
Counsel
Colleen Vandermark Vice President
Susan Viator Second Vice President
Richard T. Wang Second Vice President
James B. Watson Second Vice President and Assistant General
Counsel
Joanne E. Whitaker Second Vice President
Sheila Wickens, MD Second Vice President and Medical Director
William Wojciechowski Second Vice President
Michael B. Wolfe Vice President
Wilbur L. Fulmer Tax Officer
James Wolfenden Statement Officer
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
Registrant is a separate account of Transamerica Occidental Life Insurance
Company, is controlled by the Contract Owners, and is not controlled by orunder
common control with any other person. The Depositor, Transamerica Occidental
Life Insurance Company, is wholly owned by Transamerica Insurance Corporationof
California (Transamerica-California). Transamerica-California may be deemed to
be controlled by its parent, Transamerica Corporation.
The following chart indicates the persons controlled by or under common
control with Transamerica.
TRANSAMERICA CORPORATION AND SUBSIDIARIES
WITH STATE OR COUNTRY OF INCORPORATION
Transamerica Corporation
ARC Reinsurance Corporation - Hawaii
*Coast Service Company - California
*Inter-America Corporation - California
*LMS Co. - California
*Mortgage Corporation of America - California
Pyramid Insurance Company, Ltd. - Hawaii
Pacific Cable Ltd. - Bermuda
TC Cable, Inc. (25% ownership) - Delaware
River Thames Insurance Company Ltd. (51% ownership) - United Kingdom
*RTI Holdings, Inc. - Delaware
*TCS Inc. - Delaware
*Trans International Entities Inc. - Delaware
Transamerica Airlines, Inc. - Delaware
Transamerica Asset Management Group, Inc. - Delaware
Criterion Investment Management Company - Texas
*Transamerica Corporation (Oregon) - Oregon
Transamerica Delaware, L.P. - Delaware
Transamerica Finance Group, Inc. - Delaware
Transamerica Financial Services Finance Company - Delaware
(TFG owns 100% of common stock; TFC owns 100% of preferred stock)
Transamerica HomeFirst, Inc. - California
Transamerica Finance Corporation - Delaware
BWAC Twelve, Inc. - Delaware
Transamerica Insurance Finance Corporation - Maryland
Transamerica Insurance Finance Corporation, California -
California
Transamerica Insurance Finance Corporation, Canada -
Canada
Transamerica Insurance Finance Company (U.K.) - Maryland
Arcadia General Insurance Company - Arizona
Arcadia National Life Insurance Company - Arizona
Transamerica Insurance Administrators, Inc. - Delaware
First Credit Corporation - Delaware
*Pacific Agency, Inc. - Indiana
Pacific Finance Loans - California
Pacific Service Escrow Inc. - Delaware
Transamerica Acceptance Corporation - Delaware
Transamerica Credit Corporation - Nevada
Transamerica Credit Corporation - Washington
Transamerica Financial Consumer Discount Company - Pennsylvania
Transamerica Financial Corporation - Nevada
Transamerica Financial Professional Services, Inc. - California
Transamerica Financial Services, Inc. - British Columbia
Transamerica Financial Services - California
NAB Services, Inc. - California
Transamerica Financial Services - Wyoming
Transamerica Financial Services Company - Ohio
Transamerica Financial Services, Inc. - Alabama
Transamerica Financial Services, Inc. - Arizona
Transamerica Financial Services, Inc. - Hawaii
Transamerica Financial Services, Inc. - Kansas
Transamerica Financial Services Inc. - Minnesota
Transamerica Financial Services, Inc. - New Jersey
Transamerica Financial Services, Inc. - Texas
Transamerica Financial Services (Inc.) - Oklahoma
Transamerica Financial Services of Dover, Inc. - Delaware
TELCO Holding Co., Inc. - Delaware
Transamerica Commercial Finance Corporation, I - Delaware
BWAC Credit Corporation - Delaware
BWAC International Corporation - Delaware
Transamerica Business Credit Corporation - Delaware
Transamerica Inventory Finance Corporation - Delaware
Transamerica Commercial Finance Corporation - Delaware
TCF Asset Management Corporation - Colorado
Transamerica Joint Ventures, Inc. - Delaware
BWAC Seventeen, Inc. - Delaware
*Transamerica Commercial Finance Canada, Limited - Ontario
Transamerica Commercial Finance Corporation, Canada -
Canada
*TCF Commercial Leasing Corporation, Canada - Ontario
Transamerica Commercial Finance France S.A. - France
BWAC Twenty-One, Inc. - Delaware
Transamerica Commercial Holdings Limited - United Kingdom
Transamerica Commercial Finance Limited - United Kingdom
Transamerica Trailer Leasing Limited -
United Kingdom (51%)
Transamerica GmbH Inc. - Delaware
Transamerica Financieringsmattschappij B.V. - Netherlands
*Transamerica Finanzierungs GmbH - Germany
(BWAC Twenty-One, Inc./Transamerica GmbH Inc.)
Transamerica Finanzierungs GmbH - Germany
TA Leasing Holding Co., Inc. - Delaware
Transamerica Leasing Inc. - Delaware
Transamerica Leasing Holdings, Inc. - Delaware
Greybox Services Ltd. - United Kingdom
Greybox L.L.C. - Delaware
Intermodal Equipment, Inc. - Delaware
Transamerica Leasing N.V. - Belgium
Transamerica Leasing Srl. - Italy
Transamerica Container Acquisition Corporation
- Delaware
Transamerica Distribution Services Inc. - Delaware
Transamerica Leasing Coordination Center - Belgium
Transamerica Leasing do Brasil S/C Ltda. - Brazil
Transamerica Leasing GmbH - Germany
Transamerica Leasing (HK) Ltd. - Hong Kong
Transamerica Leasing Limited - United Kingdom
ICS Terminals (U.K.) Limited - United Kingdom
Transamerica Leasing Proprietary Limited - South Africa
Transamerica Leasing Pty. Ltd. - Australia
Transamerica Leasing (Canada) Inc. - Canada
Transamerica Tank Container Leasing Pty. Limited
- Australia
Transamerica Trailer Holdings I Inc. - Delaware
Transamerica Trailer Holdings II Inc. - Delaware
Transamerica Trailer Holdings III - Delaware
Transamerica Trailer Leasing AB - Sweden
Transamerica Trailer Leasing (Belgium) N.V. -
Belgium
Transamerica Trailer Leasing (Netherlands) B.V.
- Netherlands
Transamerica Trailer Leasing A/S - Denmark
Transamerica Trailer Leasing GmbH - Germany
Transamerica Trailer Leasing S.A. - France
Transamerica Trailer Leasing S.p.A. - Italy
Transamerica Trailer Spain, S.A. - Spain
Transamerica Transport Inc. - New Jersey
*Transamerica Homes, Inc. - Delaware
Transamerica Information Management Services, Inc. - Delaware
Transamerica Insurance Corporation of California - California
Arbor Life Insurance Company - Arizona
Plaza Insurance Sales, Inc. - California
*Transamerica Advisors, Inc. - California
Transamerica Annuity Service Corporation - New Mexico
Transamerica Financial Resources, Inc. - Delaware
Financial Resources Insurance Agency of Texas, Inc. - Texas
TBK Insurance Agency of Ohio - Ohio
Transamerica Financial Resources Insurance Agency of Alabama, Inc. -
Alabama
Transamerica Financial Resources Insurance Agency of Massachusetts,
Inc. - Massachusetts
Transamerica Securities Sales Corporation - Maryland
Transamerica International Insurance Services, Inc. - Delaware
Bulkrich Trading Limited (50%) - Hong Kong
Home Loans & Finance Limited - United Kingdom
Transamerica Occidental Life Insurance Company - California Bulkrich
Trading Limited (50%) - Hong Kong First Transamerica Life Insurance
Company - New York *NEF Investment Company - Delaware Transamerica
Life Insurance and Annuity Company - North Carolina
Transamerica Assurance Company - Missouri
Transamerica Life Insurance Company of Canada - Canada
Transamerica Variable Insurance Fund, Inc. - Maryland
USA Administration Services, Inc. - Kansas
Transamerica Products, Inc. - California
Transamerica Leasing Ventures, Inc. - California
Transamerica Products I, Inc. - California
Transamerica Products II, Inc. - California
Transamerica Products IV, Inc. - California
Transamerica Service Company - Delaware
Transamerica International Holdings, Inc. - Delaware
TC Cable, Inc. (75% ownership)
*Transamerica International Limited - Canada
Transamerica Investment Services, Inc. - Delaware
*Transamerica Land Capital, Inc. - California
*Bankers Mortgage Company of California - California
Transamerica LP Holdings Corp. - Delaware
Transamerica Real Estate Tax Service
Transamerica Flood Hazard Certification - New Jersey
Transamerica Realty Services, Inc. - Delaware
*The Gilwell Company - California
Pyramid Investment Corporation - Delaware
Transamerica Minerals Company - California
Transamerica Oakmont Corporation - California
Transamerica Properties, Inc. - Delaware
Transamerica Real Estate Management Co. - California
Transamerica Retirement Management Corporation - Delaware
Ventana Inn, Inc. - California
*Transamerica Systems Corporation - Delaware
Transamerica Telecommunications Corporation - Delaware
*Designates INACTIVE COMPANIES
A Division of Transamerica Corporation
Limited Partner; Transamerica Corporation is General Partner
Item 27. Number of Contractowners
As of December 31, 1995, 1996 there were [216] Contract Owners of
Registrant's Contracts.
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) we 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 pad by the corporation in advance of the final
disposition of such Proceeding, provided however. that if required by the
California General Corporation Law, as amended, such Expanses 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 I 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 h 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. Lee -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 shill 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 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 he 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 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 $65,000,000 for Coverage A and
$55,000,000 for Coverage B for the period 11/25/93 to 11/25/94. Coverage B is
subject to a self insured retention of $5,000,000. The primary policy under the
program is with Corporate Officers and Directors Assurance Holding Limited
(CODA).
Pursuant to the Marketing Agreement with the Underwriter, Transamerica
Occidental will indemnify and hold harmless the Underwriter and each person who
controls it against any liabilities to the extent that they arise from
inaccurate or misleading statements in material provided by Transamerica
Occidental.
Item 29. Principal Underwriter
(a) Transamerica Securities Sales Corporation, the principal underwriter,
is also the underwriter and
distributor for shares of Transamerica Investors, Inc. The Underwriter is
wholly-owned by Transamerica Insurance
Corporation of California. Until ________, 1996, Transamerica Financial
Resources, Inc. ("TFR") served as
principal underwriter for the Contracts.
(b) The following table furnishes information with respect to each director
and officer of the principal Underwriter currently distributing securities of
the registrant:
Names and Principal Offices with
Business Address Principal Underwriter
Barbara Kelley Director & President
Regina Fink Director & Secretary
James Roszak Director
Nooruddin Veerjee Director
Dan Trivers Senior Vice President
Nicki Bair Vice President
Chris Shaw Second Vice President
Ben Tang Treasurer
*The Principal business address for each officer and director is 1150 South
Olive, Los Angeles, CA 90015.
TFR received $ 282.00 from Separate Account C in 1995.
Item 30. Location of Accounts and Records
Physical possession of each account, book, or other document required to be
maintained is kept at the Company's offices at 1150 South Olive Street, Los
Angeles, California 90015-2211.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a Contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information;
(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Transamerica Occidental Life Insurance Company certifies that it has
caused this Post-Effective Amendment No. 43 to the Registration Statement to be
signed on its behalf in the City of Los Angeles, State of California, on the day
of _____, 1996.
SEPARATE ACCOUNT C OF
TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
(REGISTRANT)
TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
(DEPOSITOR)
----------------------------
Aldo Davanzo, Vice President
and Assistant Secretary
As required by the Securities Act of 1933, this amendment to its
Registration Statement has been signed below on ________ ___, 1996 by the
following persons or by their duly appointed attorney-in-fact in the capacities
specified:
Signatures Titles Date
______________________* President, Chief Executive _________, 1996
Thomas J. Cusack Officer and Director
______________________* Chairman and Director _________, 1996
John A. Fibiger
______________________* Director _________, 1996
Kent L. Colwell
______________________* Director _________, 1996
Richard I. Finn
______________________* Director _________, 1996
David E. Gooding
______________________* Director _________, 1996
Edgar H. Grubb
______________________* Director _________, 1996
Frank C. Herringer
______________________* Director _________, 1996
Richard N. Latzer
______________________* Director _________, 1996
Charles E. LeDoyen
______________________* Director _________, 1996
Karen MacDonald
______________________* Director _________, 1996
Gary U. Rolle'
______________________* Director _________, 1996
James B. Roszak
______________________* Director _________, 1996
William E. Simms
______________________* Director _________, 1996
Nooruddin S. Veerjee
______________________* Director _________, 1996
Robert A. Watson
_________________________ On ________ ____, 1996 as Attorney-in-Fact
*By: Aldo Davanzo pursuant topowers of attorney previously filed
and filed herewith, and in his own capacity as
Vice President and Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
No. of Exhibit No.*
(1)(a) Resolutions of Board of Directors of
Transamerica Occidental Life Insurance
Company creating Transamerica Occidental's
Separate Account Fund C
(4)(a) Annual Deposit Individual Equity Investment
Fund Contract
(b) Single Deposit Individual Equity Investment
Fund Contract
(10)(a) Consent of Counsel
(15) Powers of Attorney
<PAGE>
EXHIBIT 1(a)
RESOLUTIONS
<PAGE>
RESOLUTION OF THE BOARD OF DIRECTORS OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
WHEREAS, it is determined to be in the best interest of
Transamerica Occidental's Separate Account Fund C ("Separate Account Fund C"), a
separate account of Transamerica Occidental Life Insurance Company ("TOLIC")
established and maintained in accordance with Section 10506 of the California
Insurance Code, and of the owners of variable annuity contracts that are
supported by Separate Account Fund C (the "Contract Owners") to reorganize
Separate Account Fund C into a unit investment trust separate account to be
named "Separate Account C" and to transfer the portfolio assets of Separate
Account Fund C to the newly-created Growth Portfolio of the Transamerica
Variable Insurance Fund (the "Fund") in exchange for shares of the Growth
Portfolio of equal value (the "Reorganization");
NOW, THEREFORE, BE IT RESOLVED, that the proposed
Reorganization of Separate Account Fund C into a unit investment trust (Separate
Account C) such that the portfolio assets and related liabilities of Separate
Account Fund C will be transferred intact to the newly-created Growth Portfolio
of the Fund in exchange for shares of the Growth Portfolio of the Fund of equal
value, be, and it hereby is approved and authorized; and
RESOLVED FURTHER, that TOLIC will assume all costs to be
incurred in effecting the proposed Reorganization; and
RESOLVED FURTHER, that the proposed Agreement and Plan of
Reorganization by and among TOLIC, Separate Account Fund C and the Fund (the
"Plan") substantially in the form presented to the Board of Directors and made a
part of the records of this meeting, is hereby approved and authorized; and
RESOLVED FURTHER, that the appropriate officers of TOLIC are
hereby authorized and directed to do all things necessary and appropriate in
compliance with all applicable federal and state laws and regulations to effect
and consummate the Reorganization, including but not limited to all things
specified in these resolutions, subject to approval by all persons entitled to
vote with respect to Separate Account Fund C (the "Separate Account Fund C
Voters") to the extent such approval is required by law and the rules and
regulations of Separate Account Fund C; and
RESOLVED FURTHER, that the transfer and investment of the
portfolio assets of Separate Account Fund C under the terms of the Plan, to and
into the Growth Portfolio of the Fund is hereby approved and authorized; and
RESOLVED FURTHER, that a special meeting of Separate Account
Fund C Voters called to approve the Reorganization is hereby approved and
authorized with dates, times, places, record dates and notice requirements to be
determined by the officers of Separate Account Fund C, consistent with similar
authorizations of the Board of Managers of Separate Account Fund C; and
<PAGE>
RESOLVED FURTHER, that to proceed with the Reorganization,
approval and authorization are hereby granted for the filing of applications,
and amendments thereto, for exemptions from Sections 17(a) and 17(d) of the
Investment Company Act of 1940 (the "1940 Act") and Rule 17d-1 thereunder, and
such other sections of the 1940 Act and rules thereunder, as may be necessary
and appropriate; and
RESOLVED FURTHER, that contingent upon the consummation and
completion of the Reorganization, as of the effective date thereof, the
termination of Separate Account Fund C's investment advisory agreement with
TOLIC and such other agreements and arrangements as may no longer be necessary
for the continued operation of Separate Account Fund C as a management
investment company, is hereby approved and authorized; and
RESOLVED FURTHER, that the filing with the U.S. Securities and
Exchange Commission ("Commission") of a Form N-14 registration statement on
behalf of Separate Account Fund C in connection with the Plan, including the
filing of any amendments thereto and all matters properly incident thereto, is
hereby approved and authorized; and
RESOLVED FURTHER, that the filing with the Commission of a
post-effective amendment on Form N-4 to the existing Form N-3 registration
statement on behalf of Separate Account Fund C in connection with the
restructuring of Separate Account Fund C into a unit investment trust is hereby
approved and authorized; and
RESOLVED FURTHER, that the appropriate officers of TOLIC and
each of them is hereby authorized to take all actions necessary to maintain the
registration of Separate Account C as a unit investment trust under the 1940
Act, and to take such related actions as they deem necessary and appropriate to
carry out the foregoing, including without limitation, the following:
establishing one or more sub-accounts within Separate Account C to which
payments under the variable annuity contracts supported by Separate Account C
(the "Contracts") will be allocated in accordance with instructions received
from Contract Owners, reserving to the officers the authority to increase or
decrease the number of sub-accounts in Separate Account C as they deem necessary
or appropriate; and investing each sub-account only in the shares of a single
investment company or a single portfolio of an investment company of a series
type pursuant to the 1940 Act; and
RESOLVED FURTHER, that the officers of TOLIC and each of them
is hereby authorized to transfer funds from time to time between TOLIC's general
account and Separate Account C as deemed appropriate and consistent with the
terms of the Contracts and applicable laws; and to establish criteria by which
TOLIC shall institute procedures to provide for a pass-through of voting rights
to Contract Owners with respect to the shares of any investment company which
are held by Separate Account C, to the extent required by applicable law; and
-2-
<PAGE>
RESOLVED FURTHER, that TOLIC is hereby authorized to act as
depositor for Separate Account C and provide, or cause to be provided, all
administrative services in connection with the establishment and maintenance of
Separate Account C and in connection with the issuance and maintenance of the
Contracts, all on such terms and subject to such modifications as the officers
shall deem necessary or appropriate to effectuate the foregoing; and
RESOLVED FURTHER, that Regina M. Fink, Esq. is hereby
appointed as agent for service of process for TOLIC to receive notices and
communications from the Commission with respect to such registration statements
or exemptive applications as may be filed on behalf of TOLIC concerning Separate
Account Fund C or Separate Account C, and to exercise the powers given to such
agent in the rules and regulations of the Commission under the Securities Act of
1933, the 1940 Act, and the Investment Advisers Act of 1940; and
RESOLVED FURTHER, that the officers and Directors of TOLIC and
each of them is hereby authorized to execute and deliver all such documents,
reports, and other papers, including, without limitation, the Plan,
post-effective amendments to the existing Form N-3, a registration statement on
Form N-14, applications for exemptions from the 1940 Act, and to do or cause to
be done all such acts as he or she may deem necessary or desirable to carry out
the foregoing resolutions and the intent and purposes thereof, all with the
advice and assistance of counsel, auditors and such other consultants as may be
appropriate.
RESOLVED FURTHER, that 1) the income, if any, and gains and
losses, realized and unrealized, on Separate Account C shall be credited to or
charged against such separate account without regard to other gains or losses of
TOLIC's general account or other separate accounts, and 2) no separate account
shall be chargeable with liabilities arising out of any other business of TOLIC.
----------------------------------------
Secretary
-3-
<PAGE>
EXHIBIT 4 (a) and (b)
CONTRACTS
<PAGE>
=============================================
TRANSAMERICA Transamerica Occidental
OCCIDENTAL LIFE Life Insurance Company
POLICY FORM Home Office: Los Angeles
EQUITY INVESTMENT
FUND CONTRACT
============================================= ===============================
ANNUITANT
CONTRACT NO. CONTRACT DATE
==========================================================================
Transamerica Occidental Life Insurance Company (the Company) will accumulate and
invest all Net Deposits under this contract in the Equity Investment Fund and
will pay a Variable Annuity and other benefits as provided herein in accordance
with the provisions on this and the following pages which are made a part of
this contract.
Signed for the Company at Los Angeles, California, on the Date of Issue.
VICE PRESIDENT AND SECRETARY
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED
ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
INDIVIDUAL RETIREMENT PLAN
ANNUAL DEPOSIT
EQUITY INVESTMENT FUND CONTRACT
TO PROVIDE A
VARIABLE ANNUITY
NONPARTICIPATING
1-543 11-175
============================================================================
<PAGE>
TABLE OF CONTENTS
Page
CONTRACT DATA....................................................3
DEFINITIONS......................................................6
ACCUMULATION OF FUNDS............................................8
Payment of Deposits.....................................8
Increase in Deposits....................................8
Application of Deposits.................................8
Late Deposits...........................................8
ANNUITY PROVISIONS...............................................9
Commencement of Annuity.................................9
Annuity Forms...........................................9
Amount of First Variable Annuity Payment................10
Amount of Subsequent Variable Annuity Payments..........10
Number of Annuity Units.................................10
VALUATION PROVISIONS.............................................11
BENEFICIARY PROVISIONS...........................................12
Beneficiary.............................................12
Change of Beneficiary...................................12
Death Benefits..........................................12
NON-FORFEITURE PROVISIONS........................................13
REINSTATEMENT PROVISIONS.........................................13
SURRENDER PROVISIONS.............................................13
GENERAL PROVISIONS...............................................13
ANNUITY CONVERSION RATES.........................................16
COPY OF APPLICATION
1-543 11-175
<PAGE>
DEFINITIONS
"AccumulationAccount" means the account maintained under this contract
comprising all Accumulation Units effected hereunder and any Net
Deposit not yet applied to effect Accumulation Units.
"Accumulation Account Value" means the dollar value of the Accumulation Account.
"AccumulationUnit" means a unit effected by the investment of a Net Deposit in
the Equity Investment Fund and used to measure the value of the
Owner's interest under this contract in the Equity Investment Fund
prior to the Retirement Date. The value of an Accumulation Unit
will decrease or increase in accordance with the investment
experience of the Equity Investment Fund (see Valuation
Provisional.
"Annuity" - means a series of monthly payments provided under this contract
for the Annuitant or his beneficiary. Annuity payments shall be due
one payable only on the first day of a calendar month.
"Annuity Unit" means a unit used to determine the amount of each Variable
Annuity payment after the first. The value of an Annuity Unit will
decrease or increase in accordance with the investment experience
of the Equity Investment Fund (see Valuation Provisions).
"Contract Anniversary" means the same day and month as the Contract Date in each
succeeding calendar year.
"Contract Year" means a period commencing at the beginning of the Contract
Date or a Contract Anniversary and ending at the beginning of the
next following Contract Anniversary,
"Deposit" means an amount paid to the Company under this contract as a
consideration for the benefits described herein.
"Deposit Limit" means an amount equal to three times the Initial Annual
Deposit specified in the Contract Data after deducting Rider
Premiums, if any. Repayments to this contract in accordance with
the Withdrawal Privilege shall cut affected by the Deposit Limit.
1-543 11-175
<PAGE>
DEFINITIONS - Continued
"Equity Investment Fund" means the Company's Separate Account Fund C
established pursuant to section 10506 of the California Insurance Code.
The Equity Investment Fund is intended to be composed primarily of common
stocks, however, some or all of the assets of the Equity Investment Food
may be invested time to time in other securities or real estate. At least
every six month, the Company shall make any deposit of its own
funds into the Equity Investment Fund necessary to use the market value
of the Equity Investment Fund at that time to at least equal the total
amount required by law under this contract and all other contracts
participating in the Equity Investment Fund. The Company may make
withdrawals, other than charges for investment management agreement and
mortality and express risk on its own behalf from the Equity Investment
Fund only from the excess of the mortality value of the assets thereof over
such required reserves,
"Investment Company Act" means the Investment Company Act of 1940 of the
United States of America, as such Act has been
or may be amended.
"Late Deposit" means a Deposit received by the Company after the last
Valuation Date in the second calendar month preceding the
Retirement Date.
"Net Deposit" means a Deposit after deducting any Rider Premiums, and
after deducting the sales and administration expense charge
applicable to such Deposit and any applicable premium taxes (see
Application of Deposits under Accumulation of Funds).
"Retirement Date" means the date on which the first Annuity payment is payable
under this contract, Unless notice is received by the Company to
the contrary in accordance with the Annuity Provisions the first
day of the month coinciding with or next following the Selected
Retirement Date specified in the Contract Data shall be the
Retirement Date.
"Rider Premium" means a premium payable under the previsions of a rider,
attached to this contract. The annual charge for any such rider is
shown in the Contract Data.
"Valuation Date" means each day on which the New York Stock Exchange is pen for
trading.
"Valuation Period" means the period from the close of trading on the New York
Stock Exchange on one Valuation Date in the close of trading on the
New York Stock Exchange on the next following Valuation Date.
"Variable Annuity" means an Annuity with payments which vary in dollar amount
throughout the payment period in accordance with the investment
experience of the Equity investment Fund.
1-543 11-175
<PAGE>
ACCUMULATION OF FUNDS
Payment of Deposits
Deposits, in the amount shown in the Contract Data, are payable in advance from
the contract Date during the life of the Annuitant to the Retirement Date. If
part of the Deposit ceases to be payable under the provisions of an attached
rider, Deposits may be reduced accordingly. The Selected Mode of Payment of
Deposits may be clanged with the consent of the Company on any Contract
Anniversary. All Deposits are payable at the Home Office of the Company or to an
authorized agent or cashier of the Company, but only in exchange for an official
receipt signed by the President or Secretary and countersigned by the person
receiving the payment, If any Deposit remains unpaid after the grace period,
this contact will be subject to the Non Forfeiture Provisions, except that any
subsequent request for reinstatement of any rider attached to this contract will
be subject to the reinstatement previsions of the rider.
Increase in Deposits
On any Contract Anniversary the Owner may apply to the Company to increase the
amount of the Deposit. An increase in the amount of the Deposit, exclusive of
Rider Premiums, which results in total Deposits during any Contract Year in
excess of the Deposit Limit of this contract will be permitted only with the
consent of the Company. Increases in coverage provided by any rider attached to
this contract will be subject to the provisions of the rider and any
underwriting requirements of the Company. In no event shall any single Deposit,
excluding any Rider Premiums, be less than $10.00; nor may be less than $120.00
be deposit in any Contract Year.
Application of Deposits
The Company hall deduct from each Deposit as ,received at the Home Office of the
Company and ;a the following order," (a) Ride, Premium,, if any; (b) a
percentage of the Deposit for sales and administration expenses determined in
accordance with the schedule shown below; and (c) any applicable premium taxes
on such Deposit. Tire balance is the Net Deposit.
<TABLE>
<CAPTION>
Portion of Total Sales Administration Total Sales and
Deposits*. Expense Expense Adminsitration Expense
<S> <C> <C> <C> <C>
First $ 15,000 6 1/2% 2 1/2% 9 %
Next 35,000 4 1/2 1 1/2 6
Near 100,000 2 3/4 2 3/4
Over 150,000 1/2 none 1/2
</TABLE>
* After deducting any Rider Premiums
Each Net Deposit shall be immediately credited to the Accumulation Account and,
as of the end of the Valuation Period in which the Deposit is received, shall be
invested in the Equity Investment Fund to provide an increase in the number
Accumulation Unit, credited to the Accumulation Account.
The increase in the number of Accumulation Units shall be determined as of the
end of such Valuation Period by dividing the Net Deposit by the Accumulation
Unit value established at the end of that Valuation Period. The number of
Accumulation Units with respect to a Net Deposit, once determined, shall not
change as the result of the investment experience of The Equity Investment Fund.
Late Deposits
A Net Deposit attributable to a Late Deposit shall be applied in accordance with
the other provisions of this contract and in the following mandate (1) if a,
Annuity is then in effect, or to be effected, the amount of the monthly Annuity
payment shall be increased as of the first day of the second calendar month
following the receipt of the Late Deposit by the Company at its Home Office; or
(2) if an optional method of payment other than a form of Annuity has been
elected, the amount of such payment hall be increased in a manner consistent
with the optional method of payment.
1-543 11-175
<PAGE>
ANNUITY PROVISIONS
Commencement of Annuity
Annuity payments will commence on the first day of the month coinciding with or
next following the Selected Retirement Date specified in the Contract Data if
the Annuitant is then living and this contract has not been surrendered, unless
written request to the contrary is received by the Company from the owner at
least 60 days before the Selected Retirement Date. Upon such written request,
the Owner may elect a Retirement Date which is before or after the Selected
Retirement Date and which is at least 60 days after the receipt by the Company
of such written request.
Annuity payments will be made on the Selected Form of Annuity specified in the
Contract Data and as described below unless written notice of the election of
some other from of payment available under this contract is received from the
Owner by the Company at least 60 days prior to the Retirement Data.
Annuity Forms
Form I. Life Annuity - An Annuity with monthly payments during the lifetime
of the Annuitant. Upon the death of the Annuitant, the Annuity shall
terminate with the monthly payment payable immediately before the date
of death.
No death benefits are payable under this form of Annuity.
Form II: Annuity for Period Certain and Life - Annuity, with monthly
payments for a period certain and thereafter
during the lifetime of the Annuitant. The period certain, shall
be 60, 120 , 180 month, as selected in the
request for this form of Annuity. If the Annuitant dies after the
Retirement Date and before the monthly
Annuity payments have been made for the period certain and no
settlement agreement is effective for payment of
the proceeds to the beneficiary, the payment, required to complete
the payments for the period certain will be
paid as they become due to the beneficiary. However, upon, written
request, the beneficiary may, elect to
receive in one sum the commuted value of the payments remaining
after, such request is received. The commuted
value of any monthly payments, as of the date of determination,
means the single sum equivalent to the value of
such payments, discounted from their respective due dates to such,
date of determination at 3.5% annually. The
commuted value shall be computed on the assumption that the dollar
amount of each monthly payment payable after
the date of determination is equal to if the dollar amount of the
first remaining payment. If the Annuitant
dies after the, monthly payments for the period certain have been
made, the Annuity shall terminate with the
monthly payment payable immediately before the time of death.
Form III: Joint and Last Survivor Annuity - An Annuity, with monthly
payments payable to the in it, Annuitant as long
as the Annuitant and the named joint annuitant for the Annuity
shall both live and thereafter payable in the
survivor of them as long as the survivor shall live.
The name joint annuitant for this Annuity shall be as
designated in the request form of Annuity. Upon death of the last
survivor, the Annuity shall terminate with
the monthly payment Payable immediately before the date of death.
The Company may require satisfactory proof of
the age of the and joint before making payments under this form of
Annuity. The monthly payment to the survivor
shall be based on the number of Annuity Units which are to remain to
the credit of the survivor, after the death
of either the Annuitant or his named joint Annuitant as specified
in the request for this form of Annuity and
approved by the Company. If the named joint annuitant dies before
the, first payment is made under this Annuity
form, Annuity payments will be paid to the Annuitant under Annuity
Form II, described above, with a certain
period of 120 month, unless written request to the contrary is
received from the Owner before the Retirement
Data.
1-543 11-175
<PAGE>
ANNUITY PROVISIONS-Continued
Any form of Annuity or other optional method of payment provided by the Company
which is not described herein may be elected, subject to agreement by the
Company and subject further to applicable law or governmental rule or
regulation.
Upon request by the Owner, all or any portion of the Accumulation Account Value
may be transferred on or before the Retirement Date to such single contribution
fixed income and/or Equity Investment Fund contract as may then be in use by the
Company, subject to the provisions of such other correct and applicable law or
governmental rule or regulation. Amounts so transferred shall not be subject to
charges for sales and administration expense.
Amount of First Variable Annuity Payment
The dollar mount of the first Variable Annuity payment is determined by applying
the Accumulation Account Value based on the Accumulation Unit value established
on the last Valuation Date in the second calendar moth preceding the date the
first payment is due, reduced by any applicable premium taxes, to the
appropriate Annuity Conversion Rate under this control, according to the
Annuitant's attained age nearest birthday, sex and the from of Annuity. If a
Joint and Last Survivor, form of Annuity is selected, the amount of the first
payment shall also be based on the attained age nearest birthday and sex of the
named joint annuitant on the date the first payment is due.
Amount of Subsequent Variable Annuity Payments
The dollar amount of each subsequent Variable Annuity payment shall be
determined by multiplying the number of the Annuitant's Annuity Units by the
value of an Annuity Unit established on the last Valuation Date in the second
calendar month preceding the date such payment is due. The dollar amount of each
Variable Annuity payment after the first may either decrease or increase
according to this procedure.
Number of Annuity Units
The number of the Annuitant's Annuity Units shall be determined at the time the
Variable Annuity is effected by dividing the dollar amount of the First Variable
Annuity payment by the Annuity Unit value established a, the last Valuation Data
in the second calendar month preceding the date of the first Variable Annuity
payment (see Valuation Provisions). The number of Annuity Units, once
determined, shall remain fixed except a, affected by the normal operation of a
form of Annuity or by a Late Deposit.
1-543 11-175
<PAGE>
VALUATION PROVISIONS
Investment Performance Factor -The Investment Performance Factor for any
Valuation Period is determined as of the end of such Valuation Period
and is the ratio a/b where "A" is the value of the Equity Investment
Fund as of the end of such Valuation Period immediately prior to making
any deposits into and any withdrawals from the Equity Investment
Period, reduced by an investment management charge, assessed against
such value at an annual rate of 0.30%; and "B" is the value of the
Equity Investment Fund as of the end of the preceding Valuation Period
immediately, after making any deposits ;,to and any withdrawals,
including any charges for expenses, and mortality risks assessed
against the Equity Investment Fund on that date from the Equity
Investment Fund.
Value of the Equity Investment Fund - The value of the Equity Investment Fund
shall be the market value of the assets thereof, determine in
accordance with the provisions, of the Rules and Regulations of the
Equity Investment Fund, reduced by any accrued taxes, and other
appropriate accrued liabilities of the Equity Investment Fund.
Accumulation Unit Value - The value of a Accumulation Unit as initially
established at $1.00 on October 1, 1969. The value of an Accumulation
Unit is determined as of the end of each Valuation Period by (a)
multiplying the value of an Accumulation Unit determined as of the end
of the immediately preceding Valuation Period by the, Investment
Performance Factor determined as of the cut of the current Valuation
Period, and (b) reducing such result by a charge for mortality and
expense risks assessed against such result at an annual rate of 1.10%.
The value of an Accumulation Unit may either decrease or increase
according to this procedure.
Annuity Unit Value - The value of an Annuity Unit was initially established at
$1.00 on October 1, 1969, The value of an Annuity Unit is determined as
of the end of each Valuation Period by (a) multiplying the value of an
Annuity Unit determined as of the end of the immediately preceding
Valuation Period by the product of (i) the Investment Performance
Factor determined as of the end of the current Valuation Period and
(ii) an interest factor, and (b) reducing such result by a charge for
mortality and expense ... a risk assessed against sum result at an
annual rate of 1.10%. The interest factor is for the purpose of
offsetting the affect of an investment earnings rate of 3.5% par annum
which is assumed in the Annuity Conversion Rates contained in this
contract, The value of an Annuity unit either may either decrease or
increase according to this procedure.
Expense and Mortality Experience - Under this contract the charges far expenses
shall not exceed the amounts specified herein, regardless of actual
expense incurred, and the dollar amount of Variable Annuity payments
shall not be affected by variations in actual mortality, experience of
annuitants from the mortality assumptions in determining the first
Variable Annuity payment.
1-543 11-175
<PAGE>
BENEFICIARY PROVISIONS
Beneficiary
Any proceeds payable because of the death of the Annuitant shall be paid to the
beneficiary. Unless changed as provided in this contract. the beneficiary shall
be as designated in the application for this contract.
The interest of any beneficiary who dies before the Annuitant shall terminate at
the death of such beneficiary. The interest of any beneficiary who dies
simultaneously with the Annuitant, dies within 30 days after the death of the
Annuitant and before payment of any of the proceeds to that beneficiary shall
also terminate. The proceed, shall the, be paid as though such beneficiary had
died before the Annuitant. If the interest of all designated beneficiaries has
terminated, any proceeds payable because of the death of the Annuitant shall be
paid to the then Owner f this contract, if living, otherwise to the executor or
administrator, of the Owner's estate unless otherwise provided in this contract.
The Company may rely on an affidavit by any responsible person to determine the
identity or the nonexistence of any beneficiaries not identified by name. If a
beneficiary is a partnership, such beneficial, shall be the partnership as
constituted at the death of the Annuitant.
To the extent permitted by law, no payment of proceeds or interest shall be
subject to the claims of any creditors of a beneficiary, or to any legal process
against a beneficiary.
Change of Beneficiary
A change of beneficiary may only be made by giving written notice to the
Company. A beneficiary designated irrevocabley may not be changed except with
the written consent of that beneficiary. A change of beneficiary shall not be
effective until received at the Home Office of the Company. Who, so received,
even if the Annuitant is not then living, the change of beneficiary, shall take
effect on the date the notice was signed subject to any payment made by the
Company before receiving the change.
Death Benefits
Upon receipt by the Company at its Home Office of proof of death of the
Annuitant while this contract is in full force and prior to the Retirement Date,
the Accumulation Account Value shall be paid in one sum to the beneficiary ,less
some other settlement payment is effective at the death of the Annuitant. The
dollar amount of all proceeds payable in such event shall be based on the
Accumulation Unit value determined on the Valuation, Date coinciding with or
near following the later of (1) the date which proof of death is received by the
Company at it, Home Office and (2) the data on which the Company receives
written notice of the method of payment elected by the beneficiary. Premium
taxes where applicable, shall be deducted fare the proceed.
If the Annuitant dies prior to the Retirement Date, the Beneficiary may elect,
upon written request to the Company, that such proceeds or any part thereof
payable by the Company under this contract be applied under any form of Annuity
or other optional method of payment provided under the Annuity Provisions in
lieu of the payment of any proceeds in one sum, provided no settlement agreement
is effective at the death of the Annuitant preventing any such election.
If the death of the Annuitant occur, on or after the Retirement Date, the death
benefit, if any, payable to the beneficiary shall be as provided under the form
of Annuity or elected optional method of payment the in effect.
1-543 11-175
<PAGE>
NON-FORFEITURE PROVISIONS
AutomaticNon-Forleiture Provision -If any Deposit remains unpaid after the
grace period, this contract and all rights thereunder including the
right to effect an Annuity, shall remain in force except that the
resumption of Deposits shall be subject to the Reinstatement Provisions
of this contract.
REINSTATEMENT PROVISIONS
Unless this contract has been surrendered for its Accumulation Account Value in
accordance with the Surrender Provision it may be reinstated upon the payment of
, Deposit at any time before the Retirement Date and within 5 years after the
date to which Deposit, were paid.
SURRENDER PROVISIONS
Upon written request received at the Home Office of the Company at any time
during the lifetime of the Annuitant prior to the Retirement Date the Owner may
surrender this contract and receive the Accumulation. Account Value, less any
applicable premium taxes. The amount payable upon the surrender shall be the
Accumulation Account Value based on the Accumulation Unit voice determined as of
the end of the Valuation Period in which the request and the contract are
received and shall be paid within seven days of receipt of such written request,
or such greater period of time permitted under applicable, law or governmental
role or regulation governing Variable Annuities following receipt of the written
request for surrender.
GENERAL PROVISIONS
Owner of Contract - Before, the death of the Annuitant, the Owner of this
contract alone shall be entitled to all right, granted by this contract
or allowed by the Company under this contract, except that the right to
rights the Annuity shall belong to the Annuitant. If the Owner is a
partnership, all rights of the Owner belong to the partnership as
constituted at the time the right is exercised. If the Owner is an
individual and dies before the Annuitant all rights of the Owner belong
to the executor , administrator, of the Owner's estate unless, provided
in this contract.
The Contract - This contract is issued in consideration of the application
and payment of the first Deposit. This contract and the application for
it, a copy of which is attached to and made a part of this contract,
constitute the entire contract. All statements, made by or for the
Annuitant shall he considered representations and not warranties. No
statement this avoid this contract or be used in defense of a claim in
the written application and a copy of the application is attached to
this contract when issued.
Waiver- of Modification of Contract - No waiver or modification, of the
provision of this contract shall be binding upon the Company unless in
writing and signed by the President, Vice, President and the Secretary
or an Assistant Secretary of the Company. The Company shall not be
bound by, any promise or representation made by or to any other
persons.
Amendmentof Contract - The Company reserves the right to amend this contract to
meet the requirements of the Investment Company Act or other applicable
Federal or State laws and regulations.
Nonparticipating - This contract does not participate in the profits or surplus
of the Company.
1-543 11-175
<PAGE>
GENERAL PROVISIONS Continued
Assignment of Contract - An assignment of this contract shall not be binding
upon the Company until received at its Home Office. The Company assume,
on responsibility for the sufficiency or validaty, of any assignment.
The interest of any beneficiary not designated irrevocably shall be
subject to the rights of any assignee of record. To the extent
permitted by law, this contract and the benefits provided hereunder
shall be free from the claims of any creditor.
Incontestability - This contact shall be incontestable from its Date of Issue.
This provision shall not apply, to any rider attached to this contract.
Misstatement of Age or Sex of or Sex - If the age or sex of the Annuitant or any
payee has been misstated, the number of Annuity Units credited
hereunder for Variable Annuity benefits and the dollar amount of any
other optional method of payment, if any, shall be such as the amount
applied to provide such benefits would have provided based n the
correct age and sex of the Annuitant or payee. Any overpayment or
underpayment by the Company as a result of such misstatement shall be
respectively charged against or credited to the payment or payments to
be made after the correction so as to equitably adjust far such
overpayment or underpayment.
Proof of Existence and Age - Before making any payment under this contract,
the Company may require proof of the existence and/or proof of the age
of the payee.
Suicide - If the Annuitant shall commit suicide while sane or insane within two
years from the Date of Issue or, if earlier, before the Retirement
Date, the liability of the Company under this contract shall be limited
to the Accumulation Account Value as provided under the Beneficiary
Provisions plus the sum of any additional premiums paid prior to death
for any benefit provided by rider attached to this contract.
Reserve Basis - Reserves are based upon the following assumptions: (i)
Investment earnings at 3.5% per annum; and (ii) Mortality, - The
Annuity Table for l949, ultimate, male and female, three year age
setback.
Payments - All payments by the Company are payable at the Home Office.
Limitation of Payment - If the initial installment payable under any benefit is
less than $10.00, the Company may pay the value of the benefit to the
payee in a single sum. Any, such payment shall be in full settlement of
all liability of the Company to the payee for such benefit.
Grace Period - A grace period of 31 days shall be allowed for payment of each
Deposit after the first. This contract shall continue in full force
during the grace period,
Unpaid Checks - In the event that a check in payment of a deposit is not
honored by the back on which such check is drawn, the Company shall
cancel the number of Accumulation Unit, under this contract
attributable to such check.
Reports - The Company shall furnish the Owner a report containing such
information as is or may be required by the Investment Company Act or
other applicable law or governmental rule or regulation, a statement of
the number of Accumulation Units, if any, credited under this contract
and their than dollar value. This information shall be furnished at
least annually after the first Contract Year or as required by the
Investment Company Act or other applicable law or governmental rule or
regulation.
1-543 11-175
<PAGE>
GENERAL Provisions - Continued
Withdrawal Privilege - Upon written request by the Owner received at the Home
Office of the Company at any time, prior to the Retirement Date the
Owner, may withdraw a portion of the Accumulation Account Value. Such
withdrawal hall result in the cancellation of the number of
Accumulation Units with a value equivalent to the dollar amount of the
withdrawal. The Accumulation Unit value used in determining the amount
so withdrawn or the number of Accumulation Units so cancelled shall be
that value established as of the end of the Valuation Period in which
the request is received. The amount so withdrawn shall be paid within 7
days or such greater period of time permitted under applicable law or
governmental rule or regulation governing Variable Annuities, following
receipt of the withdrawal request. Premium taxes will be deducted where
applicable. Any amount so withdrawn may be repaid as a Deposit to this
,contract within 5 years after the date of such withdrawal, provided
that such repayment privilege is , more than once in any twelve month
period and the Company is given prior or concurrent written notice of
repayment. In determining the Net Deposit applicable to such a
repayment, the charge for sales expense shall not be deducted. If the
exercise of this withdrawal privilege would reduce the Accumulation
Account Value below $10.00, this contract shall be surrendered.
Voting Rights - The Owner shall be entitled to veto in person or by proxy at
meetings of the owner, of the Company's
Equity Investment Fund contracts as required by the Investment
Company Act provided that the Owner is the Owner
on the date as of which the umber of votes is determined in respect
to a meeting. The Owner shall receive at
least 20 days advance written notice of any such meeting and of the
number of votes to which he is, entitled.
The number of votes which the Owner may cast shall be determined
on the basis of the values under Equity
Investment Fund contracts established on a Valuation Date not
more than 100 days prior to the date of the
annual or any special meeting of the owners of the Company's
Equity Investment Fund contracts. Where such
Valuation Date is prior to the Retirement Date, the number of votes
shall equal the then Accumulation Account
Value divided by 100. Where such Valuation Date is on or after the
Retirement Date, the number of votes shall
equal the amount of the reserve established to meet Variable
Annuity obligations related to this contract
divided by 100. Fractional votes shall be rounded to the nearest
whole vote. Each owner, however, shall have
at least one.
Splittingand Reverse-Splitting of U)Units - The Company reserves the right to
split and/or reverse split all Accumulation Units and/or Annuity Units
based upon the Equity Investment Fund, if in the Company's opinion the
administration of contracts participating in the Equity Investment Fund
would be benefited by such change. All such splits shall increase the
number of units and decrease the value of a unit in direct proportion
to such increase in number of units and II such reverse-splits shall
decrease the number of unit, and increase the value of a unit in direct
proportion to such decrease in number of units. However, no such action
shall increase or decrease the Accumulation Account Value or the amount
of Annuity payments, or shall it have any adverse affect upon any other
benefits under this contract or on the rights of any owner, annuitant
or beneficiary.
1-543 11-175
<PAGE>
ANNUITY CONVERSION RATES
Any rates not shown in the Tables contained in this contract shall he provided
by the Company when required.
<TABLE>
<CAPTION>
TABLE I -ANNUITY CONVERSION RATES
Amount of First Monthly Annuity Payment
Provided by $1,000 of Accumulation Account Value
120 Month, 60 Months
Age Nearest Certain and Life Certain and Life Life Annuity
Birthday Male Female Male Female Male Female
---------------- ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $5.19 $4.60 $5.29 $4.73 $5.32 $4.74
56 5.29 4.77 5.41 4.81 5.44 4.83
57 5.40 4.86 5.52 4.91 5.57 4.93
58 5.61 4.96 5.65 5.02 5.70 6.03
59 5.62 5.06 5.78 5.12 5.84 5.14
60 5.74 5.17 5.92 5.24 6.98 6.26
61 5.86 5.28 6.07 6.36 6.14 5.39
62 5.99 6.39 6.22 5.49 6.31 6.52
63 6.13 5.52 6.39 6.63 0.48 5.67
64 6.27 5.60 6.56 5.78 6.67 5.82
65 6.41 6.79 6.75 5.94 6.87 5.98
66 6.57 5.93 6.94 6.11 7.09 6.16
67 6.72 8.08 7.15 6.29 7.32 6.35
68 6.88 6.24 7.37 6.49 7.56 6.56
69 7.05 6.40 7.61 6.68 7.82 6.78
70 7.22 6.57 7.86 6.90 8.11 7.01
71 7.39 6.75 8.12 7.14 8.42 7.27
72 7.56 6.93 8.40 7.39 8.74 7.54
73 7.74 7.12 8.70 7.65 9.10 7.84
74 7.92 7.32 9.01 7.94 9.48 8.16
75 8.10 7.51 9.34 8.24 9.89 8.51
</TABLE>
1-543 11-175
<PAGE>
==========================================================================
INDIVIDUAL RETIREMENT PLAN
ANNUAL DEPOSIT
EQUITY INVESTMENT FUND CONTRACT
TO PROVIDE A
VARIABLE ANNUITY
NONPARTICIPATING
Transamerica,, Occidental
Life Insurance Company
Home Office: Los Angeles
1-543 11-175
<PAGE>
=============================================
TRANSAMERICAA Transamerica Occidental
OCCIDENTAL LIFE Life Insurance Company
Home Office: Los Angeles
POLICY FORM
EQUITY INVESTMENT
FUND CONTRACT
ANNUITANT
CONTRACT NO. CONTRACT DATE
===========================================================================
Transamerica Occidental Life Insurance Company (the Company) will pay a Variable
Annuity and other benefits as provided herein in accordance with the provisions
on this and the following pages which are made a part of this contract.
The Single Deposit for the benefits provided in this contract is shown in the
Contract Data. Additional single sum deposits may be made from time to time in
accordance with the Accumulation of Funds provisions herein.
Signed for the Company at Los Angeles, California, on the Date of Issue.
VICE PRESIDENT AND SECRETARY
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED
ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
INDIVIDUAL RETIREMENT PLAN
SINGLE DEPOSIT FUND
EQUITY INVESTMENT FUND CONTRACT
TO PROVIDE A
DEFERRED VARIABLE ANNUITY
NONPARTICIPATING
1-544 11-175
=======================================================================
<PAGE>
TABLE OF CONTENTS
Page
CONTRACT DATA.......................................3
DEFINITIONS.........................................6
ACCUMULATION OF FUNDS...............................8
Payment of Deposits.............................8
Application of Deposits.........................8
Late Deposits...................................8
ANNUITY PROVISIONS..................................9
Commencement of Annuity.........................9
Annuity Forms...................................9
Amount of First Variable Annuity Payment........10
Amount of Subsequent Variable Annuity Payments..10
Number of Annuity Units.........................10
VALUATION PROVISIONS................................11
BENEFICIARY PROVISIONS..............................12
Beneficiary.....................................12
Change of Beneficiary...........................12
Death Benefits..................................12
SURRENDER PROVISIONS................................13
GENERAL PROVISIONS..................................13
ANNUITY CONVERSION RATES............................16
COPY OF APPLICATION
1-544 11-175
Page 5
<PAGE>
D E F I N I T I O N S
"Accumulation Account" means the account maintained under this contract
comprising all Accumulation Units effected hereunder and any Net Deposit not yet
applied to effect Accumulation Units
"Accumulation Account Value" means the dollar value of the Accumulation Account.
"AccumulationUnit" means a unit effected by the deposit of a Net Deposit in the
Equity Investment Fund used to measure the value of the Owner's
interest under this contract in the Equity Investment Fund prior to
the Retirement Date. The value of an Accumulation Unit will
decrease or increase in accordance with the investment experience
of the Equity Investment Fund (see Valuation Provisions).
"Annuity" means a series of monthly payments provided under this contract for
the Annuitant or his beneficiary. Annuity payments shall be due and
payable only on the first day of a calendar month.
"Annuity Unit" means a unit used to determine the amount of each Variable
Annuity payment after the first. The value of an Annuity Unit will
decrease or increase in accordance with the investment experience
of the Equity Investment Fund (see Valuation Provisions).
"Contract Anniversary" means the same day and month as the Contract Date in each
succeeding calendar year.
"Contract Year" means a period commencing at the beginning of the Contract
Date or a Contract Anniversary and ending at the beginning of the
next following Contract Anniversary.
"Deposit" means the Single Deposit and/or Transferred Values specified in the
Contract Data and any additional single sum deposits paid to the
Company and applied under this contract as a considered tion for
the benefits described herein.
"Equity Investment Fund" means the Company's Separate Account Fund C
established pursuant to Section 10506 of the
California Insurance Code. The Equity Investment Fund is
intended to be composed primarily of common
stocks, however, some or all of the assets of the Equity
Investment Fund may be invested from time to time
in other securities or real estate. At least every six months
the Company shall make any deposit of its
own funds into the Equity Investment Fund necessary to cause
the market value of the Equity Investment
Fund at that time to at least equal the total reserves required
by law under this contract and all other
contracts participating in the Equity Investment Fund. The
Company may make withdrawals, other than
charges for investment management and mortality and expense
risks, on its own behalf from the Equity
Investment Fund only from the excess of the market value of the
assets thereof over such required reserves.
1-544 11-175
Page 6
<PAGE>
DEFINITIONS
"Investment Company Act" means the Investment Company Act of 1940 of the
United States of America, as such Act has
been or may be amended.
"Late Deposit" means a Deposit received by the Company after the last
Valuation Date in the second calendar month preceding the
Retirement Date.
"Net Deposit" means a Deposit after deducting any Rider Premiums, and
after deducting the sales and administration expense charge
applicable to such Deposit and any applicable premium taxes (see
Application of Deposits under Accumulation of Funds).
"Retirement Date" means the date on which the first Annuity payment is payable
under this contract. Unless notice is received by the Company to
the contrary in accordance with the Annuity Provisions, the first
day of the month coinciding with or next following the Selected
Retirement Date specified in the Contract Data shall be the
Retirement Date.
"Transferred Value" means the dollar value of any other insurance and/or annuity
contract issued by the Company which may be transferred to this
contract.
"Valuation Date" means each day on which the New York Stock Exchange is open for
trading.
"Valuation Period" means the period from the close of trading on the New York
Stock Exchange on one Valuation Date to the close of trading on the
New York Stock Exchange on the next following Valuation Date.
"VariableAnnuity" means an Annuity with payments which vary in dollar amount
throughout the payment period in accordance with the investment
experience of the Equity Investment Fund.
1-544 11-175
Page 7
<PAGE>
ACCUMULATION OFF FUNDS
Payment of Deposits
The Single Deposit, in the amount shown in the Contract Data, is payable on the
Date of Issue. Additional Deposits in amounts not less than $20 may be added
from time to time after the Contract Date and prior to the fifth Contract
Anniversary, without the consent of the Company. On or after the fifth Contract
Anniversary., additional Deposits may be made only with the consent of the
Company. All Deposits are payable at the Home Office of the Company or to in
authorized agent or cashier of the Company, but only in exchange for an official
receipt signed by the President or Secretary and countersigned by the person
receiving the payment.
Upon request by the Owner, any value of another insurance or annuity contract
issued by the Company may, subject to that contract's provisions and applicable
law or governmental rule or regulation, be transferred to this contract on or
after the Date of Issue and before the Retirement Date as a Deposit for
investment in the Equity Investment Fund. On or after the fifth Contract
Anniversary, such values may be transferred to this contract only with the
consent of the Company. The Company shall make no charges for sales and
administration against monies so transferred. Premium taxes will be deducted, if
applicable.
Application of Deposits
The Company shall deduct from each Deposit as received at the Home Office of the
Company and in the following order: a percentage of the Deposit for sales and
administration expenses determined in accordance with the schedule shown below,
and any applicable premium taxes on such Deposit. The balance is the Net
Deposit.
<TABLE>
<CAPTION>
Portion of Total Sales Administration Total Sales and
Deposits*. Expense Expense Adminsitration Expense
<S> <C> <C> <C> <C>
First $ 15,000 6 1/2% 2 1/2% 9 %
Next 35,000 4 1/2 1 1/2 6
Next 100,000 2 3/4 2 3/4
Over 150,000 1/2 none 1/2
</TABLE>
*Exclusive of repayments of amounts withdrawn and Transferred Values
Each Net Deposit shall be immediately credited to the Accumulation Account and,
as of the end of the Valuation Period in which the Deposit is received, shall be
invested in the Equity Investment Fund to provide an increase in the number of
Accumulation Units credited to the Accumulation Account.
The increase in the number of Accumulation Units shall be determined as of the
end of such Valuation Period by dividing the Net Deposit by the Accumulation
Unit value established on that Valuation Date. The number of Accumulation Units
with respect to a Net Deposit, once determined, shall not change as the result
of the investment experience of the Equity Investment Fund.
Late Deposits
A Net Deposit attributable to a Late Deposit shall be applied in accordance with
the other provisions of this contract and in the following manner: (1) if an
Annuity is then effect, or to be effected, the amount of the monthly Annuity
payment shall be increased as of the first day of the second calendar month
following the receipt of the Late Deposit by the Company at its Home Office; or
(2) if an optional method of payment other than a form of Annuity has been
elected, the amount of such payment shall be increased in a manner consistent
with the optional method of payment.
1-544 11-175
Page 8
<PAGE>
ANNUITY PROVISIONS
Commencement of Annuity
Annuity payments will commence on the first day of the month coinciding with or
next following the seelected Retirement Date specified in the Contract Data if
the Annuitant is then living and this contract has not been surrendered, unless
written request to the contrary is received by the Company from the Owner at
least 60 days before the Selected Retirement Date. Upon such written request,
the Owner may elect a Retirement Date which is before or after the Selected
Retirement Date and which is at least 60 days after the receipt by the Company
of such written request.
Annuity payments will be made on the Selected Form of Annuity specified in the
Contract Data and as described below, unless written notice of the election of
some other form of payment available under this contract is received from the
Owner by the Company at least 60 days prior to the Retirement Date.
Annuity Forms
Form I: Life Annuity -An Annuity with monthly payments during the lifetime
of the Annuitant. Upon the death of the Annuitant, the Annuity shall
terminate with the monthly payment payable immediately before the
date of death. No death benefits are payable under this form of
Annuity.
Form II: Annuity for Period Certain and Life - An Annuity with monthly
payments for a period certain and thereafter
during the lifetime of the Annuitant. The period certain shall be
60, 120 or 180 months as selected in the
request for this form of Annuity. If the Annuitant dies after the
Retirement Date and before the monthly
Annuity payments have been made for the period certain and no
settlement agreement is effective for payment
of the proceeds to the beneficiary, the payments required to
complete the payments for the period certain
will be paid as they become due to the beneficiary. However, upon
written request, the beneficiary may
elect to receive in one sum the commuted value of the payments
remaining after such request is received.
The commuted value of any monthly payments, as of the date of
determination, means the single sum
equivalent to the value of such payments, discounted from
their respective due dates to such date of
determination at 3.5% annually. The commuted value shall be
computed on the assumption that the dollar
amount of each monthly payment payable after the date of
determination is equal to the dollar amount of the
first remaining payment. If the Annuitant dies after the monthly
payments for the period certain have been
made, the Annuity shall terminate with the monthly payment payable
immediately before the date of death.
Form III: Joint and Last Survivor Annuity - An Annuity with monthly
payments payable to the Annuitant as long as the
Annuitant and the named joint annuitant for the Annuity shall
both live and thereafter payable to the
survivor of them as long as the survivor shall live. The named
joint annuitant for this Annuity shall be
as designated in the request for this form of Annuity. Upon death
of the last survivor, the Annuity shall
terminate with the monthly payment payable, immediately before
the date of death. The Company may require
satisfactory proof of the age of the named joint annuitant
before making payments under this form of
Annuity. The monthly payment to the survivor shall be based on
the number of Annuity Units which are to
remain to the credit of the survivor after the death of either the
Annuitant or his named joint annuitant,
as specified in the request for this form of Annuity and
approved by the Company. If the named joint
annuitant dies before the first payment is made under this Annuity
form, Annuity payments will be paid to
the Annuitant under Annuity Form II, described above, with a
period certain of 120 months, unless written
request to the contrary is received from the Owner before the
Retirement Date.
1-544 11-175
Page 9
<PAGE>
ANNUITY PROVISIONS-Continued
Any form of Annuity or other optional method of payment provided by the Company
which is not described herein may be elected, subject to agreement by the
Company and subject further to applicable law or governmental rule or
regulation.
Upon request by the Owner, all or any portion of the Accumulation Account Value
may be transferred on or before the Retirement Date to such single deposit fixed
income and/or Equity Investment Fund contract as may then be in use by the
Company, subject to the provisions of such other contract and applicable law or
governmental rule or regulation. Amounts so transferred shall not be subject to
charges for sales and administrative expense.
Amount of First Variable Annuity Payment
The dollar amount of the first Variable Annuity payment is determined by
applying the Accumulation Account Value established as of the last Valuation
Date in the second calendar month preceding the date the first payment is due,
reduced by any applicable premium taxes, to the appropriate Annuity Conversion
Rate under this contract, according to the Annuitant's attained age nearest
birthday, sex and the form of Annuity. If a Joint and Last Survivor form of
Annuity is selected, the amount of the first payment shall also be based on the
attained age nearest birthday and sex of the named joint annuitant on the date
the first payment is clue.
Amount of Subsequent Variable Annuity Payments
The dollar amount of each subsequent Variable Annuity payment shall be
determined by multiplying the number of the Annuitant's Annuity Units by the
value of an Annuity Unit established as of the last Valuation Date in the second
calendar month preceding the date such payment is due. The dollar amount of each
Variable Annuity payment after the first may either decrease or increase
according to this procedure.
Number of Annuity Units
The number of the Annuitant's Annuity Units shall be determined at the time the
Variable Annuity is effected by dividing the dollar amount of the first Variable
Annuity payment by the Annuity Unit value established as of the last Valuation
Date in the second calendar month preceding the date of the first Variable
Annuity payment (see , "`Valuations Provisions). The number of Annuity Units,
once determined, shall remain fixed except as affected by the normal operation
of a form of Annuity or by a Late Deposit.
1-544 11-175
Page 10
<PAGE>
VALUATION PROVISIONS
Investment Performance Factor -The Investment Performance Factor for any
Valuation Period is determined as of the end
of such Valuation Period and is the ratio a/b where "A" is the
value of the Equity Investment Fund as of
the end of such Valuation Period immediately prior to making
any deposits into and any withdrawals from
the Equity Investment Fund, reduced by an investment management
charge assessed against such value at an
annual rate of 0.30%, and "B" is the value of the Equity
Investment Fund as of the close of business on
the preceding Valuation Date immediately after making any deposits
into and any withdrawals, including any
charges for expense and mortality risks assessed against the
Equity Investment Fund on that date, from the
Equity Investment Fund.
Value of the Equity Investment Fund - The value of the Equity Investment
Fund shall be the market value of the assets thereof, determined in
accordance with the provisions of the Rules and Regulations of the
Equity Investment Fund, reduced by any accrued taxes and other
appropriate accrued liabilities of the Equity Investment Fund.
Accumulation Unit Value - The value of an Accumulation Unit was initially
established at $1.00 on October 1, 1969. The value of an
Accumulation Unit is determined as of the end of each Valuation
Period by (a) multiplying the value of an Accumulation Unit
determined as of the end of the immediately preceding Valuation
Period by the Investment Performance Factor determined as of the
end of the current Valuation Period, and (b) reducing such result
by a charge for mortality and expense risks assessed against such
results at an annual rate of 1.10%. The value of an Accumulation."
Unit may either decrease or increase according to this procedure.
Annuity Unit Value - The value of an Annuity Unit was initially established
at $1.00 on October 1, 1969. The value of an Annuity Unit is
determined as of the end of each Valuation Period by (a)
multiplying the value of an Annuity Unit determined as of the end
of the immediately preceding Valuation Period by the product of (i)
the Investment Performance Factor determined as of the end of the
current Valuation Period and (ii) an interest factor, and (b)
reducing such result by a charge for mortality and expense risks
assessed against such result at an annual rate of 1.10%. The
interest factor is for the purpose of offsetting the effect of an
investment earnings rate of 3.5% per annum which is assumed in the
Annuity Conversion Rates contained in this contract. The value of
an Annuity Unit may either decrease or increase according to this
procedure.
Expense and Mortality Experience - Under this contract the charges for
expenses shall not exceed the amounts specified herein, regardless
of actual expenses incurred, and the dollar amount of Variable
Annuity payments shall not be affected by variations in actual
mortality experience of annuitants from the mortality assumptions
used in determining the first Variable Annuity payment.
1-544 11-175
Page 11
<PAGE>
BENEFICIARY PROVISIONS
Beneficiary
Any proceeds payable because of the death of the Annuitant shall be paid to the
beneficiary. Unless changed as provided in this contract, the beneficiary shall
be as designated in the application for this contract.
The interest of any beneficiary who dies before the Annuitant shall terminate at
the death of such beneficiary. The interest of any beneficiary who dies
simultaneously with the Annuitant or dies within 30 days after the death of the
Annuitant and before payment of any of the proceeds to that beneficiary shall
also terminate. The proceeds shall then be paid as though such beneficiary had
died before the Annuitant. If the interest of all designated beneficiaries has
terminated, any proceeds payable because of the death of the Annuitant shall be
paid to the then Owner of this contract, if living, otherwise to the executor or
administrator of the Owner's estate unless otherwise provided in this contract.
The Company may rely on an affidavit by any responsible person to determine the
identify or the nonexistence of any beneficiaries not identified by name. If a
beneficiary is a partnership, such beneficiary shall be the partnership as
constituted at the death of the Annuitant.
To the extend permitted by law, no payment of proceeds or interest shall be
subject to the claims of any creditors of a beneficiary, or to any legal process
against a beneficiary.
Change of Beneficiary
A change of beneficiary may only be made by giving written notice to the
Company. A beneficiary designated irrevocably may not be changed except with the
written consent of that beneficiary. A change of beneficiary shall not be
effective until received at the Home Office of the Company. When so received,
even if the Annuitant is not then living, the change of beneficiary shall take
effect on the date the notice was signed, subject to any payment made by the
Company before receiving the change.
Death Benefits
Upon receipt by the Company at its Home Office of proof of death of the
Annuitant while this contract is in full force and prior to the Retirement Date,
the Accumulation Account Value shall be paid in one sum to the beneficiary
unless some other settlement agreement is effective at the death of the
Annuitant. The dollar amount of all proceeds payable in such event shall be
determined as of the Valuation Date coinciding with or next following the later
of (1) the date on which proof of death is received by the Company at its Home
Office and (2) the date on which the Company receives written notice of the
method of payment elected by the beneficiary. Premium taxes, where applicable,
shall be deducted from the proceeds.
If the Annuitant dies prior to the Retirement Date, the beneficiary may elect,
upon written request to the Company, that such proceeds or any part thereof
payable by the Company under this contract be applied under any form of Annuity
or other optional method of payment provided under the Annuity Provisions in
lieu of the payment of any proceeds in one sum, provided no settlement agreement
is effective at the death of the Annuitant preventing any such election.
If the death of the Annuitant occurs on or after the Retirement Date, the death
benefit, if any, payable to the beneficiary shall be as provided under the form
of Annuity or elected optional method of payment then in effect.
1-544 11-175
Page 12
<PAGE>
SURRENDER PROVISIONS
Upon written request received at the Home Office of the Company at any time
during the lifetime of the Annuitant prior to the Retirement Date, the Owner may
surrender this contract and receive the Accumulation Account Value less any
applicable premium taxes. The amount payable upon surrender shall be the
Accumulation Account Value based on the Accumulation Unit value determined as of
the end of the Valuation Period in which the request and the contract are
received and shall be paid within seven days of receipt of the contract and such
written request, or such greater period of time permitted under applicable law
or governmental rule or regulation governing Variable Annuities following
receipt of the written request for surrender.
GENERAL PROVISIONS
Owner of Contract - Before the death of the Annuitant, the Owner of
this contract alone shall be entitled to all rights granted by
this contract or allowed by the Company under this contract,
except that the right to receive the Annuity shall belong to the
Annuitant. If the Owner is a partnership, all rights of the Owner
belong to the partnership as constituted at the time the right is
exercised. If the Owner is an individual and dies before the
Annuitant, all rights of the Owner belong to the executor or
administrator of the Owner's estate unless otherwise provided in
this contract.
The Contract - This contract is issued in consideration of the
application and payment of the Single Contribution and/or
application of the Transferred Values specified in the Contract
Data. This contract and the application for it, a copy of which
is attached to and made a part of this contract, constitute the
entire contract. All statements made by or for the Annuitant
shall be considered representations and not warranties. No
statement shall avoid this contract or be used in defense of a
claim unless it is contained in the written application and a
copy of the application is attached to this contract when issued.
Waiver or Modification of Contract - No waiver or modification of the
provisions of this contract shall be binding upon the Company
unless in writing and signed by the President or a Vice President
and the Secretary or an Assistant Secretary of the Company, The
Company shall not be bound by any promise or representation made
by or to any other persons.
Amendment of Contract - The Company reserves the right to amend this
contract to meet the requirements of the Investment Company Act
or other applicable Federal or State laws and regulations.
Nonparticipating - This contract does not participate in the profits or
surplus of the Company.
Assignment of Contract - An assignment of this contract shall not be binding
upon the Company until received at its Home Office. The Company
assumes no responsibility for the sufficiency or validity of any
assignment. The interest of any beneficiary not designated
irrevocably shall be subject to the rights of any assignee of
record. To the extent permitted by law, this contract and the
benefits provided hereunder shall lie free from the claims of any
creditors.
Incontestability - This contract shall be incontestable from its Date of Issue.
This provision shall not apply to any rider attached to this
contract.
Misstatement of Age or Sex - If the age or sex of the Annuitant or any payee
has been misstated, the number of Annuity Units credited
hereunder for Variable Annuity benefits and the dollar amount of
any other optional method of payment, if any, shall be such as
the amount applied to provide such benefits would have provided
based on the correct age and sex of the Annuitant or payee. Any
overpayment or underpayment by the Company as a result of such
misstatement shall be respectively charged against or credited to
the payment or payments to be made after the correction so as to
equitably adjust for such overpayment or underpayment.
1-544 11-175
Page 13
<PAGE>
GENERAL PROVISIONS-Continued
Proof of Existence and Age - Before malting any payment under this
contract, the Company may require proof of the existence and/or
proof of the age of the payee.
Suicide - If the Annuitant shall commit suicide while sane or insane within
two years from the Date of Issue or, if earlier, before the
Retirement Date, the liability ` of the Company under this contract
shall be limited to the Accumulation Account Value as provided
under the Beneficiary Provisions.
Reserve Basis - Reserves are based upon the following assumptions: (i)
Investment earnings at 3.5% per annum; and (ii) Mortality - The
Annuity Table for 1949, ultimate, male and female, three year age
setback.
Payments - All payments by the Company are payable at the Home Office.
Limitation of Payment - If the initial installment payable under any benefit
is less than $10.00, the Company may pay The value of the benefit
to the payee in a single sum. Any such payment shall be in full
settlement of all liability of the Company to the payee for such
benefit.
Unpaid Checks - In the event that a check in payment of a Deposit is not
honored by the back on which such check is drawn, the Company shall
cancel the number of Accumulation Units under this contract
attributable to such check.
Reports - The Company shall furnish the Owner a report containing such
information as is or may be required by the Investment Company Act
or other applicable law or governmental rule or regulation, a
statement of the number of Accumulation Units, if any, credited
under this contract and their then dollar value. This information
shall be furnished at least annually after the first Contract Year
or as required by the Investment Company Act or other applicable
law or governmental rule or regulation.
Withdrawal Privilege - Upon written request by the Owner received at the
Home Office of the Company at any time prior
to the Retirement Date, the Owner may withdraw a portion
of the Accumulation Account Value. Such
withdrawal shall result in the cancellation of the number of
Accumulation Units with a value equivalent to
the dollar amount of the withdrawal. The Accumulation Unit
value used in determining the amount so
withdrawn or the number of Accumulation Units so canceled shall
be that value established as of the end of
the Valuation Period in which the request is received. The
amount so withdrawn shall be paid within 7
days, or such greater period of time permitted under applicable
law or governmental rule or regulation
governing Variable Annuities, following receipt of the
withdrawal request. Premium taxes will be
deducted, where applicable. Any amount so withdrawn may be
repaid as a Deposit to this contract within 5
years after the date of such withdrawal, provided that such
repayment privilege is exercised no more than
once in any twelve month period and the Company is given prior or
concurrent written notice of repayment.
In determining the Net Deposit applicable to such a repayment,
the charge for sales expense shall not be
deducted. It the exercise of this withdrawal privilege would
reduce the Accumulation Account Value below
$20.00, this contract shall be surrendered.
1-544 11-175
Page 14
<PAGE>
GENERAL PROVISIONS-Continued
Voting Rights - The Owner shall be entitled to vote in person or by proxy at
meetings of the owners of the Company's
Equity Investment Fund contracts as required by the Investment
Company Act provided that the Owner is the
Owner on the date as of which the number of votes is determined
in respect to a meeting. The Owner shall
receive at least 20 days advance written notice of any such
meeting and of the number of votes to which he
is entitled. The number of votes which the Owner may cast shall be
determined on the basis of the values
under Equity Investment Fund contracts established on a Valuation
Date not more than 100 days prior to the
date of the annual or any special meeting of the owners of
the Company's Equity Investment Fund
contracts. Where such Valuation Date is prior to the Retirement
Date, the number of votes shall equal the
then Accumulation Account Value divided by law. Where such
Valuation Date is on or after the Retire.
payment Date, the number of votes shall equal the amount of
the reserve established to meet Variable
Annuity obligations related to this contract divided by 100.
Fractional votes shall be rounded to the
nearest whole vote. Each owner, however, shall have at least one
vote.
Splitting and Reverse-Splitting of Units -The Company reserves the
right to split and/or reverse-split till
Accumulation Units and/or Annuity Units based upon the Equity
Investment Fund, if in the Company's opinion
the administration of contracts participating in the Equity
Investment Fund would be benefited by such
change. All such splits shall increase the number of units and
decrease the value of a unit in direct
proportion to such increase in number of units and all such
reverse-splits shall decrease the number of
units and increase the value of a unit in direct proportion to
such decrease in number of units. However,
no such action shall increase or decrease the Accumulation
Account Value or the amount of Annuity
payments, nor shall it have any adverse affect upon any othe
benefits under this contract or on the
rights of any owner, annuitant or beneficiary.
1-544 11-175
Page 15
<PAGE>
ANNUITY CONVERSION RATES
Any rates not shown in the Tables contained in this contract shall be provided
by the Company when required.
<TABLE>
<CAPTION>
TABLE I -ANNUITY CONVERSION RATES
Amount of First Monthly Annuity Payment
Provided by $1,000 of Accumulation Account Value
<S> <C> <C> <C> <C> <C> <C>
65 $5.19 $4.69 $5.29 $4.73 $5.32 $4.74
56 5.29 4.77 5.41 4.81 5.44 4.83
57 5.40 4.86 5.52 4.91 5.57 4.93
58 5.51 4.96 5.65 5.02 5.70 5.03
59 5.62 5.06 5.78 5.12 5.84 5.14
60 5.74 5.17 5.92 5.24 5.98 5.26
61 5.86 5.28 6.07 5.36 6.14 5.39
62 5.99 5.39 6.22 5.49 6.31 5.52
63 6.13 5.52 6.39 5.63 6.48 5.67
64 6.27 8.65 6.56 5.78 6.67 5.82
65 6.41 5.79 6.75 5.94 6.97 5.98
66 6.57 5.93 6.94 6.11 7.09 6.16
67 6.72 6.08 7.15 6.29 7.32 6.35
68 6.88 6.24 7.37 6.48 7.56 6.56
69 7.05 6.40 7.61 6.68 7.82 6.78
70 7.22 6.57 7.86 6.90 8.11 7.01
71 7.39 6.75 8.12 7.14 8.42 7.27
72 7.56 6.93 8.40 7.39 8.74 7.54
73 7.74 7.12 8.70 7.65 9.10 7.84
74 7.92 7.32 9.01 7.94 9.48 8.16
75 8.10 7.51 9.34 9.24 9.89 8.51
</TABLE>
1-544 11-175
Page 16
<PAGE>
INDIVIDUAL RETIREMENT PLAN
SINGLE DEPOSIT
EQUITY INVESTMENT FUND CONTRACT
TO PROVIDE A
DEFERRED VARIABLE ANNUITY
NONPARTICIPATING
Transamerica,, Occidental
Life Insurance Company
Home Office: Los Angeles
====================================================================
1.544 11-175
Page 18
<PAGE>
[Letterhead of Frederick R. Bellamy]
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20007
(202) 383-0126
August 8, 1996
Transamerica Occidental Life
Insurance Company
1150 South Olive Street
Los Angeles, CA 90015
Re: Separate Account C
File No. 2-36250
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption
"Legal Matters" in the Statement of Additional Informaiton filed as part of
Post-Effective Amendment No. 43 to the Form N-4 Registration Statement for
Separate Account C. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
By: /s/ Frederick R. Bellamy
Frederick R. Bellamy
<PAGE>
(15) POWERS OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance
Company, a California corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
him and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and him or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand,
this 22nd day of July, 1996.
Robert Abeles
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance
Company, a California corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, Charles E. LeDoyen and David E. Gooding
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any variable life insurance or annuity policies: registration statements on
any form or forms under the Securities Act of 1933 and under the Investment
Company Act of 1940, and any and all amendments and supplements thereto, with
all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing requisite and necessary
or appropriate with respect thereto to be done in and about the premises in
order to effectuate the same, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 2nd day of February 1994.
-----------------------------
Thomas J. Cusack
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance
Company, a California corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, Charles E. LeDoyen and David E. Gooding
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any variable life insurance or annuity policies: registration statements on
any form or forms under the Securities Act of 1933 and under the Investment
Company Act of 1940, and any and all amendments and supplements thereto, with
all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing requisite and necessary
or appropriate with respect thereto to be done in and about the premises in
order to effectuate the same, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 29th day of March, 1994.
John A. Fibiger
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 14th day of July, 1992.
Richard H. Finn
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 12th day of April, 1990.
David E. Gooding
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 16th day of April, 1990.
Edgar H. Grubb
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 16th day of April, 1990.
Frank C. Herringer
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 16th day of April, 1990.
Richard N. Latzer
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 16th day of April, 1990.
Charles E. LeDoyen
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 16th day of April, 1990.
Gary U. Rolle
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 16th day of April, 1990.
James B. Roszak
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 13th day of March, 1991.
William E. Simms
<PAGE>
POWER OF ATTORNEY
The undersigned director of Transamerica Life Insurance and Annuity
Company, a North Carolina corporation (the "Company"), hereby constitutes and
appoints Aldo Davanzo, James W. Dederer, David E. Gooding and Charles E. LeDoyen
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
his and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance or annuity policies: registration statements on any form
or forms under the Securities Act of 1933 and under the Investment Company Act
of 1940, and any and all amendments and supplements thereto, with all exhibits
and all instruments necessary or appropriate in connection therewith, each of
said attorneys-in-fact and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand,
this 8th day of April, 1993.
Nooruddin S. Veerjee
<PAGE>
