<PAGE> 1
As filed with the Securities and Exchange Commission on April 22, 1996
Registration No. 33-24856
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. 12 (X)
----
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 34 (X)
--
(Check appropriate box or boxes)
WRL SERIES ANNUITY ACCOUNT
(Exact Name of Registrant)
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
(Name of Depositor)
201 Highland Avenue
Largo, Florida 34640
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code:
(813) 585-6565
-----------------------------------
Thomas E. Pierpan, Esq.
Vice President and Counsel
Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 34640
(Name and Address of Agent for Service)
Copy to:
Stephen E. Roth, Esq.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
-----------------------------------
It is proposed that this filing will become effective (check appropriate space)
immediately upon filing pursuant to paragraph (b) of Rule 485
---
X on May 1, 1996, pursuant to paragraph (b) of Rule 485
---
60 days after filing pursuant to paragraph (a) of Rule 485
---
on DATE, pursuant to paragraph (a) of Rule 485
---
The Registrant has chosen to register an indefinite number of securities in
accordance with Rule 24f-2. The Rule 24f-2 notice for Registrant's most recent
fiscal year was filed on February 28, 1996.
<PAGE> 2
WRL SERIES ANNUITY ACCOUNT
POST-EFFECTIVE AMENDMENT NO. 12 TO
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON FORM N-4
Cross Reference Sheet
Showing Location in Prospectus
and Statement of Additional Information
As Required by Form N-4
<TABLE>
<CAPTION>
FORM N-4 ITEM PROSPECTUS CAPTION
- ------------- ------------------
<S> <C> <C>
1. Cover Page........................................................... Cover Page
2. Definitions.......................................................... Definitions of Special Terms
3. Synopsis or Highlights............................................... Summary
4. Condensed Financial Information...................................... Condensed Financial Information
5. General Description of Registrant, Depositor,
and Portfolio Companies............................................. Western Reserve, the Series Account, and the
Fund; Voting Rights
6. Deductions........................................................... Charges and Deductions;
Distribution of the Contracts
7. General Description of Variable Annuity Contracts.................... Western Reserve, the Series Account, and the
Fund; The Contract; Statement of
Additional Information
8. Annuity Period....................................................... The Contract - Annuity Provisions
9. Death Benefit........................................................ The Contract - Accumulation Provisions -
Death Benefits during the Accumulation Period;
The Contract - Annuity Provisions - Death
Benefits after the Maturity Date
10. Purchases and Contract Value......................................... The Contract - Accumulation Provisions -
Purchase Payments, Net Purchase Payments,
Accumulation Unit Value; Distribution of the
Contracts
</TABLE>
(i)
<PAGE> 3
<TABLE>
<CAPTION>
FORM N-4 ITEM PROSPECTUS CAPTION
- ------------- ------------------
<S> <C> <C>
11. Redemptions.......................................................... The Contract - Accumulation Provisions -
Partial Withdrawals and Surrenders; Other Matters
Relating to the Contract - Twenty Day Free Look
12. Taxes................................................................ Federal Tax Matters
13. Legal Proceedings.................................................... Legal Proceedings
14. Table of Contents of the Statement of
Additional Information............................................... Statement of Additional Information
<CAPTION>
STATEMENT OF ADDITIONAL
FORM N-4 ITEM INFORMATION CAPTION
- ------------- -----------------------
<S> <C> <C>
15. Cover Page........................................................... Cover Page
16. Table of Contents.................................................... Table of Contents
17. General Information and History...................................... Not Applicable
18. Services............................................................. Custodian; Independent Accountants
19. Purchase of Securities Being Offered................................. Addition, Deletion, and Substitution of
Investments
20. Underwriters......................................................... Distribution of Contracts
21. Calculation of Performance Data...................................... Calculation of Performance Related Information
22. Annuity Payments..................................................... Not Applicable
23. Financial Statements................................................. Financial Statements
</TABLE>
(ii)
<PAGE> 4
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE> 5
WRL FREEDOM VARIABLE ANNUITY
Flexible Payment Variable Accumulation
Deferred Annuity Contract
Issued By
Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 34640
(800) 851-9777
(813) 585-6565
This Prospectus describes the WRL Freedom Variable Annuity (the
"Contract"), a tax deferred variable annuity issued by Western Reserve Life
Assurance Co. of Ohio ("Western Reserve").
The Contract provides for accumulation of Contract Values on a variable
basis, a guaranteed basis, or a combination of both. If the variable
accumulation basis is chosen, Contract Values will be held in the WRL Series
Annuity Account (the "Series Account") and will vary according to the investment
performance of the underlying investment portfolios of the WRL Series Fund, Inc.
(the "Fund"). If the guaranteed basis is chosen, Contract Values will be
allocated to the Fixed Account and earn interest at no less than the minimum
guaranteed rate.
There are currently fourteen Sub-Accounts of the Series Account available
through this Contract (in addition to the Fixed Account) and Net Purchase
Payments will be allocated to one or more of these investment alternatives as
directed by the Owner. The fourteen investment portfolios of the Fund available
through this Contract are: the Aggressive Growth Portfolio, Emerging Growth
Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio, Equity-Income
Portfolio, Bond Portfolio, Short-to-Intermediate Government Portfolio, Utility
Portfolio, Money Market Portfolio, Tactical Asset Allocation Portfolio, Value
Equity Portfolio, C.A.S.E. Growth Portfolio and Meridian/INVESCO Global Sector
Portfolio.
This Prospectus sets forth information about the Contract that a
prospective investor ought to know before investing. Additional information
about the Series Account has been filed with the Securities and Exchange
Commission in a Statement of Additional Information, dated May 1, 1996, which is
incorporated herein by reference. The Statement of Additional Information is
available upon written or oral request and without charge from Western Reserve,
P.O. Box 9051, Clearwater, FL 34618-9051; telephone number (800) 851-9777. The
table of contents for the Statement of Additional Information appears on page 39
of this Prospectus.
THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED
BY, A BANK OR DEPOSITORY INSTITUTION, AND THE CONTRACT IS NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY, AND INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.
THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES FOR THE
WRL SERIES FUND, INC. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL STATES.
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.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
THIS PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE WRL
SERIES FUND, INC. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
Prospectus Dated May 1, 1996
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<S> <C>
DEFINITIONS OF SPECIAL TERMS.............................................................. 1
SUMMARY................................................................................... 3
CONDENSED FINANCIAL INFORMATION........................................................... 7
CALCULATION OF YIELDS AND TOTAL RETURNS................................................... 10
OTHER PERFORMANCE DATA.................................................................... 12
PUBLISHED RATINGS......................................................................... 15
WESTERN RESERVE, THE SERIES ACCOUNT, AND THE FUND......................................... 15
Western Reserve Life Assurance Co. of Ohio....................................... 15
WRL Series Annuity Account....................................................... 15
WRL Series Fund, Inc............................................................. 16
CHARGES AND DEDUCTIONS.................................................................... 18
Withdrawal Charge................................................................ 19
Transfer Charge.................................................................. 20
Mortality and Expense Risk Charge................................................ 20
Administration Fee............................................................... 20
Premium Taxes.................................................................... 20
Deductions for Income Taxes...................................................... 21
Expenses of the Fund............................................................. 21
THE CONTRACT.............................................................................. 21
ACCUMULATION PROVISIONS.......................................................... 21
Purchase Payments....................................................... 21
Net Purchase Payments................................................... 22
Accumulation Units...................................................... 22
Experience Factor....................................................... 23
Transfers to and from, and among Sub-Accounts........................... 23
Dollar Cost Averaging................................................... 24
Asset Rebalancing Program............................................... 24
Partial Withdrawals and Surrenders...................................... 25
Partial Annuitization................................................... 26
Contract Loans for 401(a), 401(k), and 403(b) Contracts................. 27
Death Benefits during the Accumulation Period........................... 28
ANNUITY PROVISIONS............................................................... 29
Maturity Date and Selection of Annuity Options.......................... 29
Annuity Options......................................................... 29
Minimum Guaranteed Interest Rates....................................... 29
Death Benefits after the Maturity Date.................................. 29
Improved Annuity Rates.................................................. 30
Proof of Age, Sex, and Survival......................................... 30
</TABLE>
i
<PAGE> 7
TABLE OF CONTENTS (CONTINUED)
<TABLE>
<S> <C>
OTHER MATTERS RELATING TO THE CONTRACT.................................................... 30
Changes in Purchase Payments..................................................... 30
Twenty Day Free Look............................................................. 30
Contract Payments................................................................ 30
Ownership........................................................................ 30
Annuitant and Contingent Annuitant............................................... 31
Beneficiary...................................................................... 31
Modification or Waiver........................................................... 31
FEDERAL TAX MATTERS....................................................................... 31
Introduction..................................................................... 31
Company Tax Status............................................................... 32
Taxation of Annuities............................................................ 32
Qualified Plans.................................................................. 34
Additional Considerations........................................................ 35
THE FIXED ACCOUNT......................................................................... 36
Minimum Guaranteed and Current Interest Rates.................................... 37
Fixed Account Value.............................................................. 37
Allocations, Transfers and Withdrawals........................................... 38
DISTRIBUTION OF THE CONTRACTS............................................................. 38
VOTING RIGHTS............................................................................. 38
LEGAL PROCEEDINGS......................................................................... 39
STATEMENT OF ADDITIONAL INFORMATION....................................................... 39
</TABLE>
ii
<PAGE> 8
DEFINITIONS OF SPECIAL TERMS
ACCUMULATION PERIOD -- The period between the Contract Date and the
Maturity Date while the Contract is in force.
ACCUMULATION UNIT -- An accounting unit of measure used to calculate
Sub-Account values during the Accumulation Period.
ANNUITANT -- The person named to receive annuity payments.
ANNIVERSARY -- The same day and month as the Contract Date for each
succeeding year the Contract remains in force.
ATTAINED AGE -- The Issue Age plus the number of completed Contract Years.
BENEFICIARY -- The person(s) entitled to receive the death benefit proceeds
under the Contract.
CASH VALUE -- The Contract Value less any applicable premium taxes and any
contingent deferred sales charge.
CODE -- The Internal Revenue Code of 1986, as amended.
CONTINGENT ANNUITANT -- The person named to become the new Annuitant upon
the current Annuitant's death during the Accumulation Period if the Owner is
then still alive.
CONTRACT DATE -- The later of the date on which the initial Purchase
Payment is received and the date that the properly completed application is
received at Western Reserve's administrative office.
CONTRACT VALUE -- The sum of the Series Account Value and the Fixed Account
Value.
CONTRACT YEAR -- A period of twelve consecutive months beginning on the
Contract Date and any Anniversary thereafter.
DEATH REPORT DAY -- The Valuation Date coincident with or next following
the day on which Western Reserve has received both: (1) due proof of death; and
(2) a Written Notice for an election of (a) a single sum payment or (b) an
alternative election as provided under the death benefit provision of the
Contract.
FIXED ACCOUNT -- An option under the Contract that provides for
accumulation of Contract Values on a guaranteed basis.
FIXED ACCOUNT VALUE -- The value in the Fixed Account allocable to a
Contract.
FUND -- WRL Series Fund, Inc.
ISSUE AGE -- The age on the birthday nearest the Contract Date.
MATURITY DATE -- The date on which the Accumulation Period ends and annuity
payments are to commence.
NET PURCHASE PAYMENT -- The Purchase Payment less any applicable premium
taxes.
NON-QUALIFIED CONTRACTS -- Contracts issued in connection with plans.
Non-Qualified Contracts do not qualify for special Federal income tax treatment
under the Code.
OWNER -- The person(s) entitled to exercise all rights under the Contract
during the lifetime of the Annuitant. The Annuitant is the Owner unless the
application states otherwise, or unless a change of ownership is made at a later
time.
PORTFOLIO -- A separate investment portfolio of the Fund.
PURCHASE PAYMENTS -- Amounts paid by an Owner or on the Owner's behalf to
Western Reserve as consideration for the benefits provided by the Contract.
1
<PAGE> 9
DEFINITIONS OF SPECIAL TERMS (CONTINUED)
QUALIFIED CONTRACTS -- Contracts issued in connection with plans that
qualify for special Federal income tax treatment under the Code.
SERIES ACCOUNT OR SEPARATE ACCOUNT -- WRL Series Annuity Account, a
separate investment account composed of several Sub-Accounts established to
receive and invest Net Purchase Payments not allocated to the Fixed Account.
SERIES ACCOUNT VALUE -- The value in the Series Account allocable to a
Contract, which value is equal to the total of the values allocable to a
Contract in each of the Sub-Accounts.
SUB-ACCOUNT -- A sub-division of the Series Account that invests
exclusively in the shares of a specified Portfolio.
SURRENDER -- The termination of a Contract at the option of the Owner(s).
VALUATION DATE -- Each day on which the New York Stock Exchange is open for
business.
VALUATION PERIOD -- The period commencing at the end of one Valuation Date
and continuing to the end of the next succeeding Valuation Date.
WRITTEN NOTICE -- Written Notice means a notice by the Owner to Western
Reserve requesting or exercising a right of the Owner as provided in the
Contract. In order for a notice to be considered a Written Notice, it must: be
in writing, signed by the Owner; be in a form acceptable to Western Reserve; and
contain the information and documentation, as determined in Western Reserve's
sole discretion, necessary for Western Reserve to take the action requested or
for the Owner to exercise the right specified. A Written Notice will not be
considered complete until all necessary supporting documentation required or
requested by Western Reserve has been received by Western Reserve.
2
<PAGE> 10
SUMMARY
This summary provides you with an overview of the tax deferred variable
annuity contract offered by Western Reserve and funded by the Series Account and
the Fixed Account.
THE CONTRACT
The Contract is a tax deferred variable annuity contract that may be
purchased by submitting a completed application to Western Reserve for its
approval. The Contract provides for accumulation of Contract Values on a
variable basis, a guaranteed basis, or a combination of both, and for payment of
periodic annuity payments on a guaranteed basis. (For information about tax
status, see "FEDERAL TAX MATTERS" on pages 31-35.)
TWENTY DAY FREE LOOK
If an Owner is not satisfied with the Contract, it may be cancelled by
returning it within twenty days after receipt together with a written request
for cancellation. In such event, Western Reserve will pay the Owner an amount
equal to the sum of: (i) the difference, if any, between the Purchase Payments
received and the amounts allocated to the Sub-Accounts and the Fixed Account
under the Contract; (ii) the amount allocated to the Fixed Account under the
Contract; and (iii) the Series Account Value on the date Western Reserve or its
agent receives the returned Contract. (In certain states, Western Reserve will
refund the Purchase Payments.) (See "OTHER MATTERS RELATING TO THE
CONTRACT -- Twenty Day Free Look" on page 30.)
THE FUND
The underlying variable investments for the Contracts are shares of
fourteen Portfolios of the Fund: the Aggressive Growth Portfolio, Emerging
Growth Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio,
Equity-Income Portfolio, Bond Portfolio, Short-to-Intermediate Government
Portfolio, Utility Portfolio, Money Market Portfolio, Tactical Asset Allocation
Portfolio, Value Equity Portfolio, C.A.S.E. Growth Portfolio and
Meridian/INVESCO Global Sector Portfolio. Western Reserve reserves the right to
offer additional investment portfolios or mutual funds with differing investment
objectives. (See "WESTERN RESERVE, THE SERIES ACCOUNT, AND THE FUND -- WRL
Series Fund, Inc." on page 16.)
PURCHASE PAYMENTS
The Owner may make Purchase Payments at such frequency as the Owner elects.
The initial Purchase Payment generally must accompany the application, and for
Non-Qualified Contracts must be at least $5,000; however, a minimum initial
Purchase Payment of $1,000 is allowed provided the application reflects
anticipated additional monthly periodic Purchase Payments of at least $100, via
electronic funds transfer from the Owner's bank account. For Individual
Retirement Annuities ("IRAs"), the minimum initial Purchase Payment is $1,000.
For Qualified Contracts other than IRAs, the minimum initial Purchase Payment is
$100. For all Contracts, subsequent Purchase Payments must be at least $100,
unless Western Reserve consents to a smaller amount. The maximum amount of
Purchase Payments that may be made in any Contract Year is $1,000,000, unless
Western Reserve consents to a larger amount. Western Reserve reserves the right
to reject any Purchase Payment for any reason permitted by law. (See
"ACCUMULATION PROVISIONS -- Purchase Payments" on page 21.)
WITHDRAWAL AND SURRENDER PRIVILEGE
A Contract may be surrendered at any time prior to the Maturity Date, or
portions of the Cash Value may be withdrawn after the first Anniversary. The
Cash Value may not, however, be reduced by any partial withdrawal to less than
$10,000. (See "THE CONTRACT -- Partial Withdrawals and Surrenders" on page 25.)
For Qualified Contracts issued under Code Section 403(b), certain restrictions
will apply.
3
<PAGE> 11
Moreover, a withdrawal or Surrender may have Federal income tax consequences.
(See "FEDERAL TAX MATTERS -- Qualified Plans" on page 34.)
WITHDRAWAL CHARGE
No deductions for sales expenses are made from Purchase Payments. A
Withdrawal Charge, which is a contingent deferred sales charge, may, however, be
assessed against Contract Values when partially withdrawn or surrendered.
The length of time from receipt of a Purchase Payment to the time of a
partial withdrawal or Surrender of that Purchase Payment determines whether the
Withdrawal Charge will be deducted. The charge is a percentage of the amount of
each Purchase Payment partially withdrawn or surrendered within five years of
its payment. Purchase Payments are considered withdrawn or surrendered on a
first-in, first-out basis and Contract Value in excess of aggregate Purchase
Payments is considered withdrawn or surrendered before any Purchase Payments.
The charge is as follows:
<TABLE>
<CAPTION>
Number of Years
from Receipt of Each
Charge Purchase Payment
- ------ --------------------
<S> <C>
5% 0-5
0% More than 5
</TABLE>
For the first withdrawal or series of Systematic Partial Withdrawals during
each Contract Year, the Withdrawal Charge is waived for the first 10% of the
Contract Value that otherwise would be subject to the Withdrawal Charge. No
Withdrawal Charge will be assessed if Contract Values are applied to any annuity
option under the Contract. (See "CHARGES AND DEDUCTIONS -- Withdrawal Charge" on
page 19.) Additionally, Code Section 72(q) currently imposes a 10% penalty tax
on partial withdrawals or Surrenders from Non-Qualified Contracts if such
partial withdrawals or Surrenders are made prior to age 59 1/2 and other
exceptions do not apply. (See "FEDERAL TAX MATTERS on page 31.)
MORTALITY AND EXPENSE RISK CHARGE
For assuming mortality and expense risks under the Contracts, Western
Reserve imposes a 1.25% per annum charge against all Contract Values held in the
Series Account. (See "CHARGES AND DEDUCTIONS -- Mortality and Expense Risk
Charge" on page 20.)
ADMINISTRATION FEE
An Administration Fee of $30 is deducted annually on each Contract
Anniversary. (See "CHARGES AND DEDUCTIONS -- Administration Fee" on page 20.)
PREMIUM TAXES
No deduction is made for premium taxes unless Western Reserve incurs a
premium tax under state law. Certain states impose premium taxes ranging up to
3.5% of Purchase Payments. (See "CHARGES AND DEDUCTIONS -- Premium Taxes" on
page 20.)
CHARGES BY THE FUND
The Fund is subject to certain fees, charges and expenses. (See "WESTERN
RESERVE, THE SERIES ACCOUNT, AND THE FUND -- WRL Series Fund, Inc." on page 16
and the Prospectuses for the Fund.)
4
<PAGE> 12
SUMMARY OF CHARGES AND EXPENSES
The following table illustrates the charges and deductions under the
Contract, as well as the fees and expenses of the Fund.
<TABLE>
<S> <C>
Owner Transaction Expenses
Sales Load Imposed on Purchases None
Withdrawal Charge
(as a % of each Purchase Payment withdrawn
received within the previous 5 years) 5%
Other Surrender Fees None
Transfer Charge
On first 12 transfers during each Contract Year None
On each transfer thereafter during same Contract Year $10.00
$30.00 Per
Annual Administration Fee Contract
Separate Account Annual Expenses (as a % of average Series Account Value)
Mortality and Expenses Risk Charges 1.25%
Other Account Fees and Expenses None
Total Separate Account Annual Expenses 1.25%
Fund Annual Expenses* (as a % of Fund average net assets)
</TABLE>
<TABLE>
<CAPTION>
Aggressive Emerging
Growth Growth Growth Global Balanced
Portfolio Portfolio Portfolio Portfolio Portfolio
---------- -------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Management Fees 0.80% 0.80% 0.80% 0.80% 0.80%
Other Expenses (after reimbursement) 0.12% 0.11% 0.06% 0.19% 0.17%
Total Fund Annual Expenses 0.92% 0.91% 0.86% 0.99% 0.97%
</TABLE>
<TABLE>
<CAPTION>
Short-to- Tactical
Intermediate Equity- Money Asset Value C.A.S.E. Meridian/INVESCO
Bond Government Income Utility Market Allocation Equity Growth Global Sector
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
--------- ------------ --------- --------- --------- ---------- --------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management
Fees 0.50% 0.60% 0.80% 0.75% 0.40% 0.80% 0.80% 0.80% 1.10%
Other
Expenses
(after
reimbursement) 0.11% 0.18% 0.07% 0.25% 0.06% 0.13% 0.20% 0.20% 0.20%
Total Fund
Annual
Expenses 0.61% 0.78% 0.87% 1.00% 0.46% 0.93% 1.00% 1.00% 1.30%
</TABLE>
- ---------------------
* Because the Value Equity and Meridian/INVESCO Global Sector Portfolios
commenced operations on May 1, 1996, the percentages set forth as "Other
Expenses" and "Total Fund Annual Expenses" are estimates. Because the C.A.S.E.
Growth Portfolio commenced operations on May 1, 1995, the "Other Expenses" and
"Total Fund Annual Expenses" are annualized.
The purpose of the preceding Table is to assist the Owner in understanding
the various costs and expenses that an Owner will bear directly and indirectly.
The Table reflects charges and expenses of the Separate Account as well as the
Portfolios of the Fund for the fiscal year ended December 31, 1995, except that
the "Other Expenses" and "Total Fund Annual Expenses" for the Value Equity and
Meridian/INVESCO Global Sector Portfolios are estimates. Because the C.A.S.E.
Growth Portfolio commenced operations on May 1, 1995, the "Other Expenses" and
"Total Fund Annual Expenses" are annualized. Expenses of the Fund may be higher
or lower in the future. The Table does not reflect any premium tax which may be
applicable. For more information on the charges described in this Table see
"CHARGES AND DEDUCTIONS" on page 18 and the Portfolios' Prospectuses which
accompany this Prospectus.
5
<PAGE> 13
In 1995, Western Reserve had undertaken to pay Fund expenses for each
Portfolio to the extent normal operating expenses of a Portfolio exceed a stated
percentage of the Portfolio's average daily net assets. In 1995, Western Reserve
reimbursed the C.A.S.E. Growth Portfolio in the amount of $23,832 and the
Utility Portfolio in the amount of $14,417. Without such reimbursement, the
total annual Fund expenses during 1995 for the Utility Portfolio and the
C.A.S.E. Growth Portfolio would have been 1.08% and 4.15%, respectively. See
each Portfolio's prospectus for a description of the expense limitation
applicable to that Portfolio.
Examples
An Owner would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets:
1. If you surrender your Contract at the end of the applicable time period:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Aggressive Growth Sub-Account $ 73 $ 121 $ 171 $260
Emerging Growth Sub-Account 73 120 171 259
Growth Sub-Account 72 119 168 254
Global Sub-Account 74 123 175 267
Balanced Sub-Account 73 122 174 265
Equity-Income Sub-Account 72 119 169 255
Bond Sub-Account 70 111 155 228
Short-to-Intermediate
Government Sub-Account 72 117 164 246
Utility Sub-Account 74 123 175 268
Money Market Sub-Account 68 107 148 212
Tactical Asset Allocation Sub-Account 73 121 172 261
Value Equity Sub-Account 74 123 175 268
C.A.S.E. Growth Sub-Account 74 123 175 268
Meridian/INVESCO Global Sector
Sub-Account 77 132 190 297
</TABLE>
2. If you annuitize or do not surrender at the end of the applicable time
period (note annuitization is not available before the fifth anniversary):
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Aggressive Growth Sub-Account $ 23 $71 $ 121 $260
Emerging Growth Sub-Account 23 70 121 259
Growth Sub-Account 22 69 118 254
Global Sub-Account 24 73 125 267
Balanced Sub-Account 23 72 124 265
Equity-Income Sub-Account 22 69 119 255
Bond Sub-Account 20 61 105 228
Short-to-Intermediate
Government Sub-Account 22 67 114 246
Utility Sub-Account 24 73 125 268
Money Market Sub-Account 18 57 98 212
Tactical Asset Allocation Sub-Account 23 71 122 261
Value Equity Sub-Account 24 73 125 268
C.A.S.E. Growth Sub-Account 24 73 125 268
Meridian/INVESCO Global Sector
Sub-Account 27 82 140 297
</TABLE>
6
<PAGE> 14
The above examples assume that no transfer charges have been assessed. In
addition, the examples include the $30 Annual Administration Fee based on an
average Series Account Value per Contract of $31,981, which converts that charge
into an assumed charge at an annual rate of 0.09% of the Series Account Value.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED AMOUNT.
DEATH BENEFIT
If the Owner or the Annuitant dies before the Maturity Date, a death
benefit will be provided, unless certain elections or designations have been
made that would keep the Contract in force. After the Maturity Date, death
benefits will be paid in accordance with the annuity option then in effect. (See
"ACCUMULATION PROVISIONS -- Death Benefits during the Accumulation Period" on
page 28 and "ANNUITY PROVISIONS -- Death Benefits after the Maturity Date" on
page 29.)
ANNUITY PAYMENT OPTIONS
Annuity payment options are available under the Contract for distribution
of the Contract Value after the Maturity Date. The Maturity Date may not be
earlier than the end of the fifth Contract Year and cannot be deferred beyond
the Annuitant reaching Attained Age 90. (See "ANNUITY PROVISIONS -- Maturity
Date and Selection of Annuity Options" on page 29.)
TRANSFERS
The Owner may transfer any or all of the Contract Value from the Series
Account to the Fixed Account, from the Fixed Account to the Series Account
(subject to certain restrictions), or among the Sub-Accounts. Twelve transfers
are permitted without charge in a Contract Year. Each additional transfer will
be subject to a transfer charge of $10. This charge will not be increased.
Certain restrictions apply to transfers from the Fixed Account. Western Reserve
may, at any time, revoke or modify the transfer privilege. (See "ACCUMULATION
PROVISIONS -- Transfers to and from, and among Sub-Accounts" on page 23 and "THE
FIXED ACCOUNT -- Allocations, Transfers and Withdrawals" on page 38.)
FIXED ACCOUNT
Fixed Account Values will be held in the general account of Western Reserve
and earn interest at no less than the minimum guaranteed rate. The Fixed Account
is discussed in the section entitled "THE FIXED ACCOUNT" beginning on page 36.
CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values -- WRL Series Annuity Account
<TABLE>
<CAPTION>
Period From February 24, 1989* to December 31, 1989
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 10.000 $13.339 2,127,009
Bond 10.000 11.272 339,412
Money Market 10.000 10.579 279,180
</TABLE>
- ---------------------
* Commencement of operation for these Sub-Accounts.
7
<PAGE> 15
<TABLE>
<CAPTION>
Year Ended December 31, 1990
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 13.399 $13.210 5,538,622
Bond 11.272 11.831 598,466
Money Market 10.579 11.235 1,774,514
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1991
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 13.210 $20.848 13,667,137
Bond 11.831 13.894 1,389,932
Money Market 11.235 11.681 2,482,842
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1992
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 20.848 $21.071 26,351,578
Bond 13.894 14.650 3,565,475
Money Market 11.681 11.888 3,459,934
</TABLE>
<TABLE>
<CAPTION>
Period From December 3, 1992* to December 31, 1992
----------------------------------------------------------------
Number of
Accumulation Units
Accumulation Unit Accumulation Unit Outstanding at End
Value at Beginning Value at End of Period
Sub-Account of Period of Period -
- --------------------------------- ------------------ -----------------
<S> <C> <C> <C>
Global $ 10.000 $10.152 25,000
Short-to-Intermediate Government 10.000 10.036 85,000
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1993
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 21.071 $21.640 24,211,618
Bond 14.650 16.400 3,427,903
Money Market 11.888 12.030 2,231,209
Global 10.152 13.540 3,894,402
Short-to-Intermediate Government 10.036 10.360 531,827
</TABLE>
- ---------------------
* Commencement of operations for these Sub-Accounts.
8
<PAGE> 16
<TABLE>
<CAPTION>
Period From March 1, 1993* to December 31, 1993
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Emerging Growth $ 10.000 $12.370 3,726,684
Equity-Income 10.000 11.250 3,311,227
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1994
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 21.640 $19.595 17,802,413
Bond 16.400 15.076 2,386,284
Money Market 12.030 12.294 3,056,431
Global 13.540 13.403 7,382,235
Short-to-Intermediate Government 10.360 10.192 314,292
Emerging Growth 12.370 11.315 4,961,450
Equity-Income 11.250 11.055 4,973,564
</TABLE>
<TABLE>
<CAPTION>
Period From March 1, 1994* to December 31, 1994
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Aggressive Growth $ 10.000 $ 9.792 1,491,572
Balanced 10.000 9.348 620,286
Utility 10.000 9.463 338,817
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1995
----------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- --------------------------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
Growth $ 19.595 $28.471 15,205,745
Bond 15.076 18.312 2,172,499
Money Market 12.294 12.799 2,094,309
Global 13.403 16.289 5,429,706
Short-to-Intermediate Government 10.192 11.429 336,659
Emerging Growth 11.315 16.403 4,354,538
Equity-Income 11.055 13.610 4,920,854
Aggressive Growth 9.792 13.347 3,114,205
Balanced 9.348 11.060 505,952
Utility 9.463 11.705 448,289
</TABLE>
- ---------------------
* Commencement of operations for these Sub-Accounts.
9
<PAGE> 17
<TABLE>
<CAPTION>
Period From January 3, 1995* to December 31, 1995
---------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- ---------------------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Tactical Asset $ 10.000 $11.861 1,681,747
Allocation
</TABLE>
<TABLE>
<CAPTION>
Period From May 1, 1995* to December 31, 1995
---------------------------------------------------------------
Number of
Accumulation Unit Accumulation Unit Accumulation Units
Value at Beginning Value at End Outstanding at End
Sub-Account of Period of Period of Period
- ---------------------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
C.A.S.E. Growth $ 10.000 $11.964 -0-
</TABLE>
- ---------------------------------
* Commencement of operations for these Sub-Accounts.
Because the Value Equity and Meridian/INVESCO Global Sector Sub-Accounts
did not commence operations until May 1, 1996, there is no condensed financial
information for these Sub-Accounts for the year ended December 31, 1995.
The financial statements of the Series Account are in the Statement of
Additional Information.
CALCULATION OF YIELDS AND TOTAL RETURNS
From time to time, Western Reserve may disclose in advertisements and sales
literature yields and total returns for the Sub-Accounts representing the
Accumulation Period under a Contract. In addition, Western Reserve may, on the
same basis, advertise the effective yield of the Money Market Sub-Account under
a Contract. THESE YIELDS AND TOTAL RETURNS ARE BASED ON THE SUB-ACCOUNTS'
HISTORICAL PERFORMANCE ONLY AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
For more detailed information about the performance data calculations described
below, see the Statement of Additional Information.
YIELD
The yield of the Money Market Sub-Account for a Contract refers to the
annualized income produced by a hypothetical Series Account Value in the Money
Market Sub-Account under a Contract over a specified seven day period. The yield
calculation assumes that the same amount of income produced for that seven day
period is also produced for each seven day period over a fifty-two week period
and is shown as a percentage of the hypothetical Series Account Value. The
effective yield is calculated similarly but, when annualized, the income earned
by the Series Account Value in the Money Market Sub-Account is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment of income. Based on the
method of calculation described in the Statement of Additional Information, for
the seven-day period ended December 31, 1995, the current yield and effective
yield for the Money Market Sub-Account were as follows:
Current yield: = 4.05%
Effective yield: = 4.13%
The yield of a Sub-Account other than the Money Market Sub-Account ("other
Sub-Accounts"), refers to the income produced by a hypothetical Series Account
Value in the other Sub-Accounts over a specified thirty day period expressed as
a percentage rate of return for that period. The yield is calculated by assuming
that the income produced by the investment during that thirty day period is
produced each thirty day period over a twelve month period and is shown as a
percentage of the Series Account Value.
10
<PAGE> 18
Based on the method of calculation described in the Statement of Additional
Information, for the thirty day period ended December 31, 1995, the yield for
the following Sub-Account(s) was as follows:
<TABLE>
<S> <C>
Bond Sub-Account: = 4.53%
Short-to-Intermediate
Government Sub-Account: = 4.36%
</TABLE>
TOTAL RETURN
The total return of a Sub-Account for a Contract refers to return
quotations assuming a hypothetical Series Account Value in the Sub-Account has
been held for various periods of time including, but not limited to, a period
measured from the date the Sub-Account commenced operations. When a Sub-Account
has been in operation for one, five, and ten years, respectively, the total
return for these periods will be provided. The total return quotations for a
hypothetical Series Account Value will represent the average annual compounded
rates of return that would equate an initial Series Account Value of $1,000
under a Contract to the redemption value of that investment as of the last day
of each of the periods for which total return quotations are provided. FOR
PURPOSES OF THE TOTAL RETURN QUOTATIONS, THE CALCULATIONS TAKE INTO ACCOUNT ALL
FEES AND CHARGES THAT ARE CHARGED TO ALL CONTRACTS DURING THE ACCUMULATION
PERIOD. Such fees and charges include the $30 Administration Fee, calculated on
the basis of an estimated Series Account Value per Contract of $31,981, which
converts that charge to an annual rate of 0.09% of the Series Account Value. The
calculations also assume a complete surrender as of the end of the period and
deduction of the Withdrawal Charge. THE CALCULATIONS DO NOT INCLUDE A DEDUCTION
FOR ANY PREMIUM TAXES THAT MAY BE APPLICABLE TO A PARTICULAR CONTRACT.
Based on the method of calculation described above and in more detail in
the Statement of Additional Information, the average annual total returns for
periods beginning with the commencement of each Sub-Account to December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Period
From 2/24/89* Five Year Period Three Year Period One Year Period
Sub-Account to 12/31/95 Ended 12/31/95 Ended 12/31/95 Ended 12/31/95
- --------------- ------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Growth 16.43% 15.95% 9.00% 40.07 %
Bond 9.16% 8.31% 6.13% 16.31 %
Money Market 3.58% 1.62% 0.77% (1.00)%
</TABLE>
<TABLE>
<CAPTION>
Period Three Year Period
From 12/3/92* Ended One Year Period
Sub-Account to 12/31/95 12/31/95 Ended 12/31/95
- -------------------------------- ------------- ----------------- ---------------
<S> <C> <C> <C>
Global 15.95% 15.75% 16.40%
Short-to-Intermediate Government 2.84% 2.78% 7.03%
</TABLE>
<TABLE>
<CAPTION>
Period
From 3/1/93* One Year Period
Sub-Account to 12/31/95 Ended 12/31/95
- ------------------------------------------------------- ------------ ---------------
<S> <C> <C>
Emerging Growth 17.73% 39.84%
Equity-Income 9.95% 17.99%
</TABLE>
<TABLE>
<CAPTION>
Period One Year Period
From 3/1/94* Ended
Sub-Account to 12/31/95 12/31/95
- ---------------------------------------------------- -------------- ---------------
<S> <C> <C>
Aggressive Growth 14.58% 31.19%
Balance 2.93% 13.21%
Utility 6.33% 18.60%
</TABLE>
- ---------------------
* Commencement of operations for these Sub-Accounts.
11
<PAGE> 19
<TABLE>
<CAPTION>
Period
From 1/3/95*
Sub-Account to 12/31/95
- ---------------------------------------------------- --------------
<S> <C>
Tactical Asset Allocation 13.51%
</TABLE>
<TABLE>
<CAPTION>
Period
From 5/1/95*
Sub-Account to 12/31/95
- ---------------------------------------------------- --------------
<S> <C>
C.A.S.E. Growth 14.53%
</TABLE>
- ---------------------
* Commencement of operations for these Sub-Accounts.
Because the Value Equity and Meridian/INVESCO Global Sector Sub-Accounts
had not yet commenced operations as of December 31, 1995, no performance
information is provided for these Sub-Accounts.
OTHER PERFORMANCE DATA
Western Reserve may from time to time disclose average annual total return
in non-standard formats and cumulative total return for Contracts funded by the
Sub-Accounts.
Western Reserve may from time to time also disclose in advertisements and
sales literature yields and non-standard total returns for the Sub-Accounts
(some of which do not include Contract and Series Account fees and charges)
including such disclosure for periods prior to the date the Series Account
commenced operations.
For periods prior to the date each Sub-Account commenced operations,
performance information will be calculated based on the performance of the
Fund's corresponding Portfolios and the assumption that the Sub-Accounts were in
existence for the same periods as those indicated for the corresponding Fund's
Portfolios, with a level of fees and charges approximately equal to those
currently assessed against the applicable Sub-Accounts or against Owners'
Contract Values under the Contracts.
For example, Western Reserve may present hypothetical illustrations
representing past performance of one or more Sub-Accounts for a hypothetical
Contract. Such a hypothetical Contract illustration would present average total
return performance information for the hypothetical Contract, assuming
allocation of initial and subsequent net premiums to one or more Sub-Accounts,
which reflects the performance of those Sub-Accounts for the duration of the
allocations under the hypothetical Contract. The information presented may be
compared to various indices.
NON-STANDARD PERFORMANCE DATA WILL ONLY BE DISCLOSED IF THE STANDARD
PERFORMANCE DATA FOR THE REQUIRED PERIODS IS ALSO DISCLOSED.
Based on the method of calculation described above and in more detail in
the Statement of Additional Information, the average annual total returns of the
Aggressive Growth, Emerging Growth, Growth, Global, Balanced, Equity-Income,
Bond, Short-to-Intermediate Government, Utility, Money Market, Tactical Asset
Allocation and C.A.S.E. Growth Sub-Accounts for the periods ended on December
31, 1995, were as follows:
<TABLE>
<CAPTION>
Period Three
From Five Year Year One Year
10/2/86* Period Period Period
to Ended Ended Ended
Sub-Account 12/31/95 12/31/95 12/31/95 12/31/95
- ------------------------------------ ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth 16.05% 15.95% 9.00% 40.07%
Bond 7.02% 8.31% 6.13% 16.31%
Money Market 3.57% 1.62% 0.77% (1.00)%
</TABLE>
- ---------------------
* Commencement of operations of the Fund's Portfolio.
12
<PAGE> 20
<TABLE>
<CAPTION>
Period Three Year One Year
From Period Period
12/3/92** to Ended Ended
Sub-Account 12/31/95 12/31/95 12/31/95
- ------------------------------------- ------------ ---------- --------
<S> <C> <C> <C>
Global 15.95% 15.75% 16.40 %
Short-to-Intermediate Government 2.84% 2.78% 7.03 %
</TABLE>
<TABLE>
<CAPTION>
Period One Year
From Period
3/1/93** to Ended
Sub-Account 12/31/95 12/31/95
- ------------------------------------- ------------ --------
<S> <C> <C>
Emerging Growth 17.73% 39.84 %
Equity-Income 9.95% 17.99 %
</TABLE>
<TABLE>
<CAPTION>
Period One Year
From Period
3/1/94** to Ended
Sub-Account 12/31/95 12/31/95
- ------------------------------------- ------------ --------
<S> <C> <C>
Aggressive Growth 14.58% 31.19 %
Balanced 2.93% 13.21 %
Utility 6.33% 18.60 %
</TABLE>
<TABLE>
<CAPTION>
Period
From
1/3/95** to
Sub-Account 12/31/95
- ------------------------------------- ------------
<S> <C>
Tactical Asset Allocation 13.51%
</TABLE>
<TABLE>
<CAPTION>
Period
From
5/1/95** to
Sub-Account 12/31/95
- ------------------------------------- ------------
<S> <C>
C.A.S.E. Growth 14.53%
</TABLE>
- ---------------------
** Commencement of operations for these Sub-Accounts.
The average annual total returns set forth below are calculated in exactly
the same way as the average annual total returns set forth immediately above,
except that the AVERAGE ANNUAL TOTAL RETURNS ILLUSTRATED BELOW DO NOT TAKE INTO
ACCOUNT ANY CHARGE ON AMOUNTS SURRENDERED OR WITHDRAWN.
<TABLE>
<CAPTION>
Five Three
Period Year Year One Year
From Period Period Period
10/2/86* to Ended Ended Ended
Sub-Account 12/31/95 12/31/95 12/31/95 12/31/95
- -------------------------------------- ----------- -------- -------- --------
<S> <C> <C> <C> <C>
Growth 16.05% 16.50% 10.38 % 45.07%
Bond 7.02% 9.03% 7.59 % 21.31%
Money Market 3.57% 2.54% 2.38 % 4.00%
</TABLE>
<TABLE>
<CAPTION>
Period Three Year One Year
From Period Period
12/3/92** to Ended Ended
Sub-Account 12/31/95 12/31/95 12/31/95
- ------------------------------------- ------------ ---------- --------
<S> <C> <C> <C>
Global 17.14% 16.98% 21.40 %
Short-to-Intermediate Government 4.36% 4.34% 12.03 %
</TABLE>
- ---------------------
* Commencement of operations for the Fund's Portfolio.
13
<PAGE> 21
<TABLE>
<CAPTION>
Period One Year
From Period
3/1/93** to Ended
Sub-Account 12/31/95 12/31/95
- ------------------------------------- ------------ --------
<S> <C> <C>
Emerging Growth 19.02% 44.84%
Equity-Income 11.42% 22.99%
</TABLE>
<TABLE>
<CAPTION>
Period One Year
From Period
3/1/94** to Ended
Sub-Account 12/31/94 12/31/95
- --------------------------------------- ------------ --------
<S> <C> <C>
Aggressive Growth 17.00% 36.19%
Balanced 5.57% 18.21%
Utility 8.90% 23.60%
</TABLE>
<TABLE>
<CAPTION>
Period
From
1/3/95** to
Sub-Account 12/31/95
- ------------------------------------- ------------
<S> <C>
Tactical Asset Allocation 18.51%
</TABLE>
<TABLE>
<CAPTION>
Period
From
5/1/95** to
Sub-Account 12/31/95
- ------------------------------------- ------------
<S> <C>
C.A.S.E. Growth 19.53%
</TABLE>
- ---------------------
** Commencement of operations for these Sub-Accounts.
Because the Value Equity and Meridian/INVESCO Global Sector Sub-Accounts
did not commence operations until May 1, 1996, no performance information is
provided for these Sub-Accounts.
Western Reserve may compare the performance of each Sub-Account in
advertising and sales literature to the performance of other variable annuity
issuers in general or to the performance of particular types of variable
annuities investing in mutual funds, or investment series of mutual funds, with
investment objectives similar to each of the Sub-Accounts. For this purpose,
Western Reserve may use as sources of performance comparison such organizations
as Lipper Analytical Services, Inc. ("Lipper"), Variable Annuity Research & Data
Service ("VARDS") CDA Investment Technologies, Inc. ("CDA") and Morningstar,
Inc. ("Morningstar") or other services, companies, individuals or industry or
financial publications of general interest, such as Forbes, Money, The Wall
Street Journal, Business Week, Barron's, Kiplinger's Personal Finance and
Fortune. Lipper, VARDS, CDA and Morningstar are independent services which
monitor and rank the performances of variable annuity issuers in each of the
major categories of investment objectives on an industry-wide basis.
Lipper's and Morningstar's rankings include variable life issuers as well
as variable annuity issuers. VARDS and CDA rankings compare only variable
annuity issuers. The performance analysis prepared by Lipper, VARDS, CDA and
Morningstar each rank such issuers on the basis of total return, assuming
reinvestment of distributions, but do not take sales charges, redemption fees or
certain expense deductions at the separate account level into consideration. In
addition, VARDS prepares risk adjusted rankings, which consider the effects of
market risk on total return performance. This type of ranking provides data as
to which funds provide the highest total return within various categories of
funds defined by the degree of risk inherent in their investment objectives.
Western Reserve may also compare the performance of each Sub-Account in
advertising and sales literature to widely used measures of stock market
performance, such as the Standard and Poor's Index of
14
<PAGE> 22
500 Common Stocks, Dow Jones Industrials Average, Value Line (Arithmetic) Index,
CDA/Wiesenberger Long Term Growth Average-VA, Wilshire 5000, FT World Index
Ex-USA (Financial Times), Morgan Stanley Capital International World Index, FT
World Index, Lehman Brothers Govenment/Corporate Bond Index, Dow Jones Utilities
Average, Donahue's Taxable Money Fund Average and others. Unmanaged indices may
assume the reinvestment of dividends, but usually do not reflect any "deduction"
for the expense of operating or managing an investment portfolio.
In addition, Western Reserve may, as appropriate, compare each
Sub-Account's performance to that of other types of investments such as
certificates of deposit, savings accounts and U.S. Treasuries, or to certain
interest rate and inflation indices, such as the Consumer Price Index, which is
published by the U.S. Department of Labor and measures the average change in
prices over time of a fixed "market basket" of certain specified goods and
services. Similar comparisons of Sub-Account performance may also be made with
appropriate indices measuring the performance of a defined group of securities
widely recognized by investors as representing a particular segment of the
securities markets. For example, Sub-Account performance may be compared with
Donoghue Money Market Institutional Averages (money market rates), Lehman
Brothers Corporate Bond Index (corporate bond interest rates) or Lehman Brothers
Government Bond Index (long-term U.S. Government obligation interest rates).
PUBLISHED RATINGS
Western Reserve may from time to time publish in advertisements, sales
literature and reports to Owners, the ratings and other information assigned to
it by one or more independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Insurance Rating Services ("Standard & Poor's") and Duff & Phelps Credit Rating
Co. ("Duff & Phelps"). A.M. Best's and Moody's 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. Standard & Poor's and Duff & Phelps provide ratings which measure the
claims-paying ability of insurance companies. These ratings are opinions of an
approved insurance company's financial capacity to meet the obligations of its
insurance policies in accordance with their claims. Claims-paying ability
ratings do not refer to an insurer's ability to meet non-policy obligations
(i.e., debt/commercial paper).
WESTERN RESERVE, THE SERIES ACCOUNT, AND THE FUND
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
Western Reserve was originally incorporated under the laws of Ohio on
October 1, 1957. Western Reserve is engaged in the business of writing life
insurance policies and annuity contracts. Western Reserve is admitted to do
business in 49 states and the District of Columbia. The administrative office of
Western Reserve is located in Largo, Florida; however, the mailing address is
P.O. Box 9051, Clearwater, FL 34618-9051. Western Reserve is wholly-owned by
First AUSA Life Insurance Company ("First AUSA"), a stock life insurance company
which is wholly-owned by AEGON USA, Inc. ("AEGON"). AEGON is a financial
services holding company whose primary emphasis is on life and health insurance
and annuity and investment products. AEGON is a wholly-owned indirect subsidiary
of AEGON nv, a Netherlands corporation, which is a publicly traded international
insurance group.
WRL SERIES ANNUITY ACCOUNT
The Series Account was established by Western Reserve as a separate account
on April 12, 1988. The Series Account meets the definition of a "separate
account" under the Federal securities laws. The Series Account will receive and
invest Net Purchase Payments paid under the Contracts. In addition, the Series
Account may be used for other variable annuity contracts issued by Western
Reserve.
Although the assets of the Series Account belong to Western Reserve, Ohio
insurance law provides that the assets in the Series Account attributable to
variable annuity contracts are not chargeable with liabilities
15
<PAGE> 23
arising out of any other business of Western Reserve's. However, the assets of
the Series Account are available to cover the liabilities of the general asset
account of Western Reserve to the extent that the Series Account's assets exceed
the liabilities arising under variable annuity contracts supported by it.
The Series Account is currently divided into twenty-one Sub-Accounts,
fourteen of which are offered under this Contract. Each Sub-Account invests
exclusively in shares of a single Portfolio of the Fund. Income and both
realized and unrealized gains or losses from the assets of each Sub-Account are
credited to or charged against that Sub-Account without regard to income, gains
or losses from any other Sub-Account or arising out of any other business of
Western Reserve. Western Reserve may add, delete or substitute investments held
by the Sub-Accounts as described in the Statement of Additional Information.
WRL SERIES FUND, INC.
The Series Account invests only in shares of the Fund, a series mutual fund
that is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end
diversified management investment company.
The Fund currently has twenty-one Portfolios, fourteen of which are offered
under this Contract: the Aggressive Growth Portfolio, Emerging Growth Portfolio,
Growth Portfolio, Global Portfolio, Balanced Portfolio, Equity-Income Portfolio,
Bond Portfolio, Short-to-Intermediate Government Portfolio, Utility Portfolio,
Money Market Portfolio, Tactical Asset Allocation Portfolio, Value Equity
Portfolio, C.A.S.E. Growth Portfolio and Meridian/INVESCO Global Sector
Portfolio. The assets of each Portfolio are held separate from the assets of the
other Portfolios, and each Portfolio has different investment objectives and
policies. Thus, each Portfolio operates as a separate investment vehicle, and
the income or losses of one Portfolio is unrelated to that of any other
Portfolio.
The investment objectives and policies of each Portfolio are summarized
below. There is no assurance that any Portfolio will achieve its stated
objective. More detailed information, including a description of risks, can be
found in the prospectuses for the Fund, which should be read carefully.
AGGRESSIVE GROWTH PORTFOLIO: This Portfolio seeks long-term capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities.
EMERGING GROWTH PORTFOLIO: This Portfolio seeks capital appreciation, by
investing primarily in common stocks of small and medium sized companies.
GROWTH PORTFOLIO: This Portfolio's objective is growth of capital.
GLOBAL PORTFOLIO: This Portfolio seeks long-term growth of capital in a
manner consistent with preservation of capital, primarily through investments in
common stocks of foreign and domestic issuers.
BALANCED PORTFOLIO: This Portfolio seeks preservation of capital, reduced
volatility, and superior long-term risk-adjusted returns by investment primarily
in common shock, convertible securities and fixed-income securities.
EQUITY-INCOME PORTFOLIO: This Portfolio seeks to provide current income,
long-term growth of income and capital appreciation, by investing primarily in
common stocks, income producing securities convertible into common stocks, and
fixed-income securities.
BOND PORTFOLIO: This Portfolio seeks the highest possible current income
within the confines of the primary goal of insuring the protection of capital by
investing in debt securities issued by the U.S. Government and its agencies and
in medium to high-quality corporate debt securities.
SHORT-TO-INTERMEDIATE GOVERNMENT PORTFOLIO: This Portfolio seeks as high a
level of current income as is consistent with preservation of capital, primarily
through investments in U.S. Government securities, including repurchase
agreements with respect to U.S. Government securities.
16
<PAGE> 24
UTILITY PORTFOLIO: This Portfolio's objective is to achieve high current
income and moderate capital appreciation by investing primarily in a
professionally managed and diversified portfolio of equity and debt securities
of utility companies.
MONEY MARKET PORTFOLIO: This Portfolio's objective is to obtain maximum
current income consistent with preservation of principal and maintenance of
liquidity.
TACTICAL ASSET ALLOCATION PORTFOLIO: This Portfolio seeks preservation of
capital and competitive investment returns by investing primarily in stocks,
United States Treasury bonds, notes and bills, and money market funds.
VALUE EQUITY PORTFOLIO: This Portfolio's objective is to achieve maximum,
consistent total return with minimum risk to principal.
C.A.S.E. GROWTH PORTFOLIO: This Portfolio's objective is capital growth
through investments in small to medium-sized companies.
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO: This Portfolio's objective is
growth of capital by following an asset allocation strategy that shifts among a
wide range of asset categories and within them, market sectors.
Western Reserve serves as investment adviser to the Fund and manages its
assets in accordance with policies, programs and guidelines established by the
Board of Directors of the Fund.
Janus Capital Corporation ("Janus") serves as sub-adviser to the Growth,
Bond and Global Portfolios of the Fund. Janus, located at 100 Fillmore Street,
Denver, Colorado 80206, has been engaged in the management of the Janus funds
since 1969.
AEGON USA Investment Management, Inc. ("AEGON Management") is sub-adviser
to the Short-to-Intermediate Government and Balanced Portfolios of the Fund.
AEGON Management, located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499,
is a wholly-owned subsidiary of AEGON and thus is an affiliate of Western
Reserve.
Van Kampen American Capital Asset Management, Inc. ("Van Kampen American
Capital") is sub-adviser to the Emerging Growth Portfolio of the Fund. Van
Kampen American Capital, located at 2800 Post Oak Blvd., Houston, Texas 77056,
is a wholly-owned subsidiary of Van Kampen American Capital, Inc., which is a
wholly-owned subsidiary of Van Kampen American Capital Holding, Inc.
Luther King Capital Management Corporation ("Luther King"), located at 301
Commerce Street, Suite 1600, Fort Worth, Texas 76102, is sub-adviser to the
Equity-Income Portfolio of the Fund. Ultimate control of Luther King is
exercised by J. Luther King, Jr.
Federated Investment Counseling ("Federated") is sub-adviser to the Utility
Portfolio of the Fund. Federated, located at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, is a Delaware business trust organized on
April 11, 1989 and is a registered investment adviser under the Investment
Advisers Act of 1940. It is a subsidiary of Federated Investors.
Fred Alger Management, Inc. ("Fred Alger") is sub-adviser to the Aggressive
Growth Portfolio of the Fund. Fred Alger, located at 75 Maiden Lane, New York,
NY 10038, is a wholly-owned subsidiary of Fred Alger & Company, Incorporated,
which in turn is a wholly-owned subsidiary of Alger Associates, Inc., a
financial services holding company controlled by Fred M. Alger.
Dean Investment Associates, a Division of C.H. Dean and Associates, Inc.
("Dean") is sub-adviser to the Tactical Asset Allocation Portfolio of the Fund.
Dean, located at 2480 Kettering Tower, Dayton, Ohio 45423-2480, is a registered
investment adviser with the Securities and Exchange Commission. Dean is
wholly-owned by C.H. Dean and Associates, Inc.
17
<PAGE> 25
NWQ Investment Management Company, Inc. ("NWQ Investment") is sub-adviser
to the Value Equity Portfolio of the Fund. NWQ Investment, located at 655 South
Hope Street, 11th Floor, Los Angeles, California 90017, is a wholly-owned
subsidiary of United Asset Management Corporation.
C.A.S.E. Management, Inc. ("C.A.S.E. Management") is sub-adviser to the
C.A.S.E. Growth Portfolio of the Fund. C.A.S.E. Management, located at 2255
Glades Road, Suite 221-A, Boca Raton, Florida 33431, is a registered investment
advisory firm and a wholly-owned subsidiary of C.A.S.E. Inc. C.A.S.E. Inc. is
indirectly controlled by William Edward Lange, president and chief executive
officer of C.A.S.E. Management.
Meridian Investment Management Corporation ("Meridian") and INVESCO Global
Asset Management Limited ("INVESCO") serve as co-sub-advisers to the
Meridian/INVESCO Global Sector Portfolio of the Fund. Meridian, located at 12835
East Arapahoe Road, Tower II, 7th Floor, Englewood, Colorado 80112, is a
wholly-owned subsidiary of Meridian Management & Research Corporation. INVESCO,
located at Rosebank, 12 Bermudiana Road, Hamilton, Bermuda HM11, is an indirect
wholly-owned subsidiary of INVESCO PLC.
J.P. Morgan Investment Management Inc. ("J.P. Morgan") is sub-adviser to
the Money Market Portfolio of the Fund. J.P. Morgan, located at 522 Fifth
Avenue, New York, New York 10036, is a wholly-owned subsidiary of J.P. Morgan &
Co. Incorporated.
Shares of other portfolios of the Fund are sold through different variable
annuity contracts offered through the Series Account. In addition to the Series
Account, shares of certain portfolios of the Fund are sold to the WRL Series
Life Account, a separate account established by Western Reserve for its variable
life insurance policies, the PFL Endeavor Variable Annuity Account, a separate
account of PFL Life Insurance Company, the AUSA Endeavor Variable Annuity
Account, a separate account of AUSA Life Insurance Company, Inc., and to the
AUSA Series Life Account, a separate account of AUSA Life Insurance Company,
Inc., all affiliates of Western Reserve. Shares of the Fund may in the future be
sold to other separate accounts, including separate accounts established for
variable life insurance policies or variable annuity contracts issued by Western
Reserve or its affiliates. It is conceivable that, in the future, it may become
disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in the Fund simultaneously. Although neither
Western Reserve nor the Fund currently foresees any such disadvantages, either
to variable life insurance policyowners or to variable annuity contract owners,
the Fund's Board of Directors intends to monitor events in order to identify any
material conflicts between the interests of such variable life insurance
policyowners and variable annuity contract owners and to determine what action,
if any, it should take. Such action could include the sale of Fund shares by one
or more of the separate accounts, which could have adverse consequences.
Material conflicts could result from, for example, (1) changes in state
insurance laws, (2) changes in Federal income tax laws, or (3) differences in
voting instructions between those given by variable life insurance policyowners
and those given by variable annuity contract owners. If the Board of Directors
were to conclude that separate funds should be established for variable life and
variable annuity separate accounts, Western Reserve will bear the attendant
expenses, but variable life insurance policyowners and variable annuity contract
owners would no longer have the economies of scale resulting from a larger
combined fund.
CHARGES AND DEDUCTIONS
Certain charges will be deducted in connection with the Contracts to
compensate Western Reserve for (1) administering the Contracts; (2) assuming
certain risks in connection with the Contracts; and (3) incurring expenses in
distributing the Contracts. The nature and amount of these charges are described
more fully below.
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<PAGE> 26
WITHDRAWAL CHARGE
No deductions for sales expenses are made from Purchase Payments. A
Withdrawal Charge, which is a contingent deferred sales charge, may, however, be
assessed against Contract Values when partially withdrawn or surrendered.
The length of time from receipt of a Purchase Payment to the time of a
partial withdrawal or surrender of that Purchase Payment determines whether the
Withdrawal Charge will be deducted. The charge is a percentage of each
respective Purchase Payment made during the five years immediately preceding the
partial withdrawal or Surrender of each respective Purchase Payment). The charge
is as follows:
<TABLE>
<CAPTION>
Number of Years
from Receipt of Each
Charge Purchase Payment
- ------ --------------------
<S> <C>
5% 0-5
0% Over 5
</TABLE>
For the first partial withdrawal or Systematic Partial Withdrawal (see,
"THE CONTRACT -- Accumulation Provisions -- Partial Withdrawals and Surrenders,
p. 25, during each Contract Year, any applicable Withdrawal Charge is currently
waived on that portion of the amount withdrawn which equals 10% of the
Contract's Annuity Value on the date of the withdrawal. For example, if the
amount of the first partial withdrawal during a Contract Year is $2,000, and the
Contract's Annuity Value on the date of the withdrawal is $25,000, then 10% of
$25,000 equals $2,500, and the Withdrawal Charge is waived on the entire $2,000
withdrawn. Thereafter, the full amount of any subsequent partial withdrawal or
Systematic Partial Withdrawal during the remainder of that Contract Year will be
subject to the Withdrawal Charge. However, no waiver of a Withdrawal Charge will
be made in connection with a Surrender. In determining which amounts withdrawn
are subject to the Withdrawal Charge, partial withdrawals and Surrenders will be
deemed made first from Purchase Payments on a first-in, first-out basis, and
then from any Contract earnings.
For Contracts issued with an appropriate endorsement, if the Owner or a
joint Owner is confined to a nursing care facility (as defined in the
endorsement) for thirty (30) consecutive days or longer, Western Reserve will
also waive the Withdrawal Charge on Surrenders or partial withdrawals as
follows. Such confinement must begin after the Contract Date. Western Reserve
must receive satisfactory written evidence of such confinement within two (2)
months after the confinement ends. Western Reserve will waive the Withdrawal
Charge under the endorsement only for Surrenders and withdrawals made during
such confinement or within two (2) months after the confinement ends. The
endorsement is not available in all states.
The Withdrawal Charge is deducted from the Contract Value by cancelling the
number of Accumulation Units equal to the Withdrawal Charge. The amount of the
Withdrawal Charge will be determined as of the date the partial withdrawal or
Surrender payment is processed. In the event of a partial withdrawal, the Owner
will receive the full amount requested, and an amount equal to the Withdrawal
Charge will also be withdrawn in order for the Owner to receive the full amount
requested. For example, if the Owner requests a distribution in the amount of
$100 and the Withdrawal Charge is to be imposed on the full amount, the Owner
would receive $100, the total Contract Value withdrawn would be $105.26, and the
Withdrawal Charge would be $5.26 (which is 5% of $105.26). Any Surrender or
partial withdrawal may be subject to tax, and the Owner should, therefore,
consult with his or her tax adviser before requesting any Surrender or partial
withdrawal. (See "FEDERAL TAX MATTERS -- Taxation of Annuities" on pages 32-33
and "-- Qualified Plans" on pages 34-35.)
The Withdrawal Charge is imposed to enable Western Reserve to recover
certain sales expenses it advances, including the cost of printing prospectuses
and sales literature and any advertising costs. The proceeds of this charge may
not be sufficient to cover these expenses. To the extent they are not, Western
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<PAGE> 27
Reserve will cover the shortfall from its general account assets, which may
include profits from the Mortality and Expense Risk Charge, described below.
The Withdrawal Charge may be reduced when sales of Contracts are made to a
group of directors, officers and employees of the same employer (including
directors, officers and employees of Western Reserve and its affiliates),
employer group, or similar party pursuant to a retirement plan or similar
arrangement under which Contracts are sold to a group of individuals and such
program results in a savings of sales expenses. The amount of reduction will
depend on factors such as the size of the group, total Purchase Payments, and
other relevant factors that might tend to reduce expenses incurred in connection
with such sales.
TRANSFER CHARGE
After twelve free transfers of Annuity Value among the Sub-Accounts during
any one Contract Year, each additional transfer will be subject to a Transfer
Charge of $10, which will be deducted from the amount transferred to compensate
Western Reserve for the costs of the transfer. All transfers made on any one day
will be considered a single transfer, with any transfer charge allocated
equally. The Transfer Charge will not be increased. Western Reserve does not
anticipate making a profit from this charge. Western Reserve may, at any time,
revoke or modify the transfer privilege.
MORTALITY AND EXPENSE RISK CHARGE
Western Reserve will deduct a daily Mortality and Expense Risk Charge from
the Series Account at an annual rate of 1.25% of the average daily net assets of
the Series Account. Western Reserve assumes two mortality risks: (1) that the
annuity rates under the Contracts cannot be changed to the detriment of Owners
even if Annuitants live longer than projected; and (2) Western Reserve may be
obligated to pay a death benefit claim in excess of a Contract's Cash Value.
(See "ANNUITY PROVISIONS -- Improved Annuity Rates" on page 30 and "ACCUMULATION
PROVISIONS -- Death Benefits during the Accumulation Period" on page 28.)
Western Reserve also assumes an expense risk through its guarantee not to
increase the charges for issuing and administering the Contracts, regardless of
its actual expenses.
If the Mortality and Expense Risk Charge is insufficient to cover actual
costs, the loss will be borne by Western Reserve; conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to Western
Reserve. The Mortality and Expense Risk Charge will not be assessed against
either the Fixed Account Value or monies that have been applied to purchase an
annuity option.
ADMINISTRATION FEE
On each Anniversary through the Maturity Date, Western Reserve will deduct
an Administration Fee of $30 as partial compensation for the cost of providing
administrative services under the Contracts. The Administration Fee is deducted
from each Sub-Account and the Fixed Account in proportion to the value each
bears to the Contract Value. If the Contract Value is surrendered other than on
an Anniversary, a full $30 fee will be deducted.
Western Reserve does not expect to earn a profit on the Administration Fee.
Even if administrative expenses increase, Western Reserve guarantees that it
will not increase the amount of the Administration Fee.
PREMIUM TAXES
Certain states and other governmental entities may impose a premium tax,
ranging up to 3.5% of Purchase Payments. If applicable, and if Western Reserve
has incurred or reasonably expects to incur expenses in respect to premium
taxes, the tax will be deducted, either from the Purchase Payment when received,
from amounts surrendered or withdrawn, from death benefit proceeds, or from the
amount applied to effect an annuity at the time annuity payments commence.
Western Reserve will deduct any applicable premium taxes when it incurs them,
but reserves the right to defer deduction to a later date as long as such
deferral is equitable to Owners.
20
<PAGE> 28
Premium tax rates are subject to change by the respective state
legislatures, administrative interpretations, or judicial acts. The amount of
any such tax will depend on, among other things, the Owner's state of residence,
the status of Western Reserve in that state, and the insurance tax laws of such
state.
DEDUCTIONS FOR INCOME TAXES
Currently, no charge is made to the Series Account for Federal income taxes
attributable to the Series Account. Western Reserve may, however, make such a
charge in the future subject to obtaining any necessary regulatory approvals.
Charges for any other applicable taxes, including any tax or other economic
burden resulting from the application of tax laws that Western Reserve
determines to be properly attributable to the Account, may also be made. (See
"FEDERAL TAX MATTERS -- Company Tax Status" on page 32.)
EXPENSES OF THE FUND
Because the Series Account purchases shares of the Fund, the net assets of
the Series Account will reflect the investment advisory fee and other expenses
incurred by the Fund, as described in the Portfolios' Prospectuses.
THE CONTRACT
ACCUMULATION PROVISIONS
PURCHASE PAYMENTS
Owners may make Purchase Payments as frequently as they elect. Purchase
Payments are payable at Western Reserve's administrative office. The initial
Purchase Payment generally must accompany the application, and for Non-Qualified
Contracts must be at least $5,000; however, a minimum initial Purchase Payment
of $1,000 is allowed provided the application reflects anticipated additional
monthly periodic Purchase Payments of at least $100, via electronic funds
transfer from the Owner's bank account. For IRAs the minimum initial Purchase
Payment is $1,000 and for Qualified Contracts other than IRAs the minimum
initial Purchase Payment is $100. For all Contracts, subsequent Purchase
Payments are not required but may be made at any time and in any amount provided
that each payment is for a minimum of $100, unless Western Reserve consents to a
smaller amount and further provided that total Purchase Payments in any Contract
Year do not exceed $1,000,000, unless Western Reserve consents to a larger
amount.
As an accommodation to Owners, Western Reserve will accept transmittal of
both initial and subsequent Purchase Payments of at least $1,000 by wire
transfer. For initial Purchase Payments, the wire transfer must be accompanied
by a simultaneous telephone facsimile transmission of an application ("FAXED
Application"). Initial Purchase Payments accepted via wire transfer with FAXED
Application will be invested at the value next determined following receipt.
Initial Purchase Payments made by wire transfer not accompanied by simultaneous
FAXED Application, or accompanied by an incomplete FAXED Application, will be
retained for a period up to five business days while Western Reserve attempts to
obtain the FAXED Application or complete the essential information required to
establish the Contract and allocate the initial Purchase Payment at the
Accumulation Unit Value which will be determined after receipt of the FAXED
Application or information necessary to complete the application. If Western
Reserve cannot obtain the FAXED Application or essential information within five
business days, Western Reserve will return the initial Purchase Payment to the
applicant, unless the applicant consents to allow Western Reserve to retain the
initial Purchase Payment until the required FAXED Application or essential
information is received. When the FAXED Application contains all information
necessary to issue the Contract and allocate the Net Purchase Payment, but the
FAXED Application has not been signed by the Owner, Western Reserve will issue
the Contract and allocate the Net Purchase Payment as indicated in the FAXED
Application. At the same time, Western Reserve will also electronically prepare
a new application form, containing the same information received on the FAXED
Application, for delivery with the Contract to the Owner. Upon delivery, the
Owner will sign the electronically prepared application, which will be retained
by Western Reserve.
21
<PAGE> 29
In the event the original application with original signature is later
received and the allocation instructions in that application are, for any
reason, inconsistent with those previously designate on the FAXED Application,
the initial Purchase Payment will be reallocated in accordance with the
allocation instructions in the application with original signature at the
Accumulation Unit Value next determined after receipt of such application.
Owners wishing to make payments via bank wire should instruct their banks
to wire Federal Funds as follows to:
Barnett Bank of Pinellas County
ABA # 063000047
For credit to: Western Reserve Life
Account #: 1263627596
Owner's Name:
Contract Number:
Attention: Annuity Accounting
Fax Number: (813) 588-1620
Western Reserve may reject any application or Purchase Payment for any reason
permitted by law.
NET PURCHASE PAYMENTS
The Net Purchase Payment is equal to the Purchase Payment less any premium
taxes. Initial and subsequent Net Purchase Payments are allocated according to
the Owner's direction among the Sub-Accounts of the Series Account, to the Fixed
Account, or to a combination of both. The Owner, or the registered
representative/agent of record for the Contract upon instructions from the
Owner, may change the allocation of subsequent Purchase Payments at any time
upon Written Notice to Western Reserve or by telephone by calling Western
Reserve's toll-free number, 1-800-851-9777. Western Reserve will employ the same
procedures to confirm that such telephone instructions are genuine as it employs
regarding transfers among Sub-Accounts and the Fixed Account by telephone.
Western Reserve reserves the right to limit such change to once each Contract
Year. Upon allocation to the Series Account, Net Purchase Payments are converted
into Accumulation Units of the appropriate Sub-Account based upon the value of
an Accumulation Unit in that Sub-Account on or following the Valuation Date on
which the Purchase Payment is received at Western Reserve's administrative
office. (See "Accumulation Units" below.) If the Contract application and other
information necessary for processing the request to apply the Purchase Payment
(collectively, the "application") are complete upon receipt, Western Reserve
will accept the application and apply the initial Net Purchase Payment within
two business days of receipt. If it is incomplete, Western Reserve will attempt
to have it properly completed within five business days of receipt, and if
unable to do so, Western Reserve will inform the prospective purchaser of the
reasons that the application is incomplete and request that the prospective
purchaser consent to Western Reserve retaining the Purchase Payment until the
application is properly completed. If such consent is not obtained, Western
Reserve will immediately return the entire Purchase Payment. Once the
application is complete, Western Reserve will accept it and apply the initial
Net Purchase Payment within two business days.
ACCUMULATION UNITS
The value of Accumulation Units will vary from one Valuation Period to the
next depending on the investment results experienced by each Sub-Account. When
each Sub-Account was first established, the initial value of an Accumulation
Unit for the Sub-Account was arbitrarily set at $10. The value of an
Accumulation Unit for each Sub-Account at the close of a Valuation Period is
determined by multiplying the Accumulation Unit value for that Sub-Account at
the close of the immediately preceding Valuation Period by the experience factor
for that Sub-Account for the current Valuation Period. The Accumulation Unit
value may increase, decrease, or remain the same from Valuation Period to
Valuation Period.
22
<PAGE> 30
EXPERIENCE FACTOR
The experience factor measures investment experience during a Valuation
Period. Each Sub-Account has its own distinct experience factor. In calculating
a Sub-Account's experience factor for a Valuation Period, the net asset value
for each share of the corresponding Portfolio of the Fund at the end of the
current Valuation Period is increased by the amount per Portfolio share of any
dividend or capital gain distribution received by the Portfolio during the
current valuation period and decreased by a per Portfolio share charge for any
applicable taxes. The total is then divided by the net asset value per Portfolio
share at the end of the preceding Valuation Period. A charge equal to 1.25% on
an annual basis of the net assets for each day in the Valuation Period is then
subtracted to compensate Western Reserve for certain mortality and expense
risks. (See "CHARGES AND DEDUCTIONS -- Mortality and Expense Risk Charge" on
page 20.)
PORTFOLIO SHARE NET ASSET VALUE. The net asset value per share of shares
of the Fund is determined once daily, as of the close of the regular session of
business on the New York Stock Exchange ("Exchange") (usually 4:00 p.m., Eastern
time), on each day the Exchange is open.
TRANSFERS TO AND FROM, AND AMONG SUB-ACCOUNTS
Before the Maturity Date, the Owner may, at any time, transfer amounts
among Sub-Accounts or from Sub-Accounts to the Fixed Account. Transfers may also
be made from the Fixed Account to the Sub-Accounts, subject to certain
restrictions. (See "THE FIXED ACCOUNT -- Allocations, Transfers and Withdrawals"
on page 38.) Transfers are not available if the Owner has elected Dollar Cost
Averaging, the Asset Rebalancing Program or Systematic Partial Withdrawals.
The amount available for transfer from any Sub-Account, or the Fixed
Account is determined at the end of the Valuation Period during which the
transfer request is received at Western Reserve's administrative office. As
explained in the previous paragraph, the net asset value for each share of the
corresponding Portfolio of any Sub-Account is determined, once daily, as of the
close of the regular business session of the Exchange (usually 4:00 p.m.,
Eastern time), which coincides with the end of each Valuation Period. Therefore,
any transfer request received after 4:00 p.m., Eastern time, on any date the
Exchange is open for business will be processed utilizing the net asset value
for each share of the applicable Portfolio determined as of 4:00 p.m., Eastern
time, on the next day the Exchange is open for business.
The amount available for transfer from the Fixed Account will be determined
in the same manner. Owners may make transfer requests in writing, or by
telephone. Written requests must be in a form acceptable to Western Reserve. The
registered representative/agent of record for the Contract may, upon
instructions from the Owner, make telephone transfers upon request without the
necessity for the Owner to have previously authorized telephone transfers in
writing. If, for any reason, an Owner does not want the ability to make
transfers by telephone, the Owner should provide written notice to Western
Reserve at its administrative office. All telephone transfers should be made by
calling Western Reserve at our toll-free number: 1-800-851-9777.
Western Reserve will not be liable for complying with telephone
instructions it reasonably believes to be authentic, nor for any loss, damage,
cost or expense in acting on such telephone instructions, and Owners will bear
the risk of any such loss. Western Reserve will employ reasonable procedures to
confirm that telephone instructions are genuine. If Western Reserve does not
employ such procedures, it may be liable for losses due to unauthorized or
fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon such telephone
instructions, providing written confirmation of such transactions to Owners
and/or tape recording of telephone transfer request instructions received from
Owners. Western Reserve may, at any time, revoke or modify the transfer
privilege. Under Western Reserve's current procedures, it will effect transfers
and determine all values in connection with transfers at the end of the
Valuation Period during which the transfer request is received at Western
Reserve's administrative office. Western Reserve currently imposes a $10 charge
for each transfer after the first twelve transfers during any Contract Year.
(See "CHARGES AND DEDUCTIONS -- Transfer Charge" on page 20.)
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<PAGE> 31
DOLLAR COST AVERAGING
The Owner may direct Western Reserve to automatically transfer specified
amounts from the Money Market Sub-Account, the Bond Sub-Account or the
Short-to-Intermediate Government Sub-Account, the Fixed Account or any
combination of these Accounts on a monthly basis to any other Sub-Account. This
service is intended to allow the Owner to utilize "Dollar Cost Averaging," a
long-term investment method which provides for regular, level investments over
time. Western Reserve makes no guarantees that Dollar Cost Averaging will result
in a profit or protect against loss.
To qualify for Dollar Cost Averaging, a minimum of $10,000 must be in each
Account from which transfers will be made and at least $1,000, in the aggregate,
must be transferred each month, unless Western Reserve consents to a smaller
amount. To further qualify for Dollar Cost Averaging from the Fixed Account, no
more than one-tenth ( 1/10) of the amount in the Fixed Account at the
commencement of Dollar Cost Averaging can be transferred each month. Other types
of transfers from the Fixed Account may also be subject to other certain
restrictions. (See "THE FIXED ACCOUNT -- Allocations, Transfers and Withdrawals"
on page 38.)
A Written Notice requesting this service, on a form provided by Western
Reserve, must be completed by the Owner in order to begin transfers. The first
transfer will occur during the month which follows receipt of the form,
providing the form is received by the 25th day of the month. Once elected,
transfers from the Money Market, Bond, Short-to-Intermediate Government
Sub-Accounts or the Fixed Account will be processed monthly until the entire
value of each Account from which transfers are made is completely depleted or
the Owner instructs Western Reserve in writing to cancel the monthly transfers.
For example, if $15,000 was allocated to the Money Market Sub-Account and
$10,000 was allocated to the Bond Sub-Account and transfers of $500 are made
each month from each of these Sub-Accounts to the Growth Sub-Account, transfers
of $500 per month would continue to be made from the Money Market Sub-Account
even though transfers from the Bond Sub-Account had ceased as a result of
depletion of value.
There is no charge for Dollar Cost Averaging. However, each transfer which
occurs under the Dollar Cost Averaging service will be counted towards the
twelve free transfers allowed during each Contract Year. Western Reserve
reserves the right to discontinue offering Dollar Cost Averaging upon 30 days
written notice to Owners. Dollar Cost Averaging is not available if the Owner
has elected the Asset Rebalancing Program or Systematic Partial Withdrawals.
ASSET REBALANCING PROGRAM
Western Reserve will offer a program under which an Owner may authorize
Western Reserve to transfer automatically Annuity Value each quarter to maintain
a particular percentage allocation among the Sub-Accounts. The Annuity Value
allocated to each Sub-Account will grow or decline in value at different rates.
The Asset Rebalancing Program automatically reallocates the Annuity Value in the
Sub-Accounts at the end of each period to match the Contract's currently
effective Net Purchase Payment allocation schedule. The Asset Rebalancing
Program is intended to transfer Annuity Value from those Sub-Accounts that have
increased in value to those Sub-Accounts that have declined in value. Over time,
this method of investing may help an Owner buy low and sell high. This
investment method does not guarantee gains, nor does it assure that any
Sub-Account will not have losses.
To qualify for Asset Rebalancing, a minimum Annuity Value of $10,000 for an
existing Contract, or a minimum initial purchase payment of $10,000 for a new
Contract, is required. To participate in the Asset Rebalancing Program, a
properly completed Asset Rebalancing Request Form must be received by Western
Reserve at its Administrative Office. An Asset Rebalancing Request Form is
available upon request.
Owners may elect rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Contract Date. Following receipt of the Asset
Rebalancing Request Form, Western Reserve will effect the initial rebalancing of
Annuity Value on the next such anniversary, in accordance with the Contract's
current Net Purchase Payment allocation schedule. The amounts transferred will
be credited at the Accumulation Unit Value as of the end of the Valuation Dates
on which the transfers are made. If a day on which rebalancing would ordinarily
occur falls on a day on which the New York Stock Exchange is closed,
24
<PAGE> 32
rebalancing will occur on the next day the New York Stock Exchange is open. The
Asset Rebalancing Program is available only during the Accumulation Period, and
is not available if the Owner has elected Dollar Cost Averaging or Systematic
Partial Withdrawals. There is no charge for the Asset Rebalancing Program.
However, each reallocation which occurs under the Asset Rebalancing Program will
be counted towards the twelve free transfers allowed during each Contract Year.
(See "CHARGES AND DEDUCTIONS -- Transfer Charge" on page 20.)
An Owner may terminate participation at any time in the Asset Rebalancing
Program by oral or written request to Western Reserve's Administrative Office.
Participation in the Asset Rebalancing Program will terminate automatically if
any transfer is made to, or from, any Sub-Account, other than on account of a
scheduled rebalancing. If an Owner wishes to resume the Asset Rebalancing
Program after it has been canceled, a new Asset Rebalancing Request Form must be
completed and sent to Western Reserve's Administrative Office. Owners may start
and stop participation in the Asset Rebalancing Program at any time; however,
Western Reserve reserves the right to restrict entry into the Asset Rebalancing
Program to once per Contract Year. Annuity Value allocated to the Fixed Account
may not be included in the Asset Rebalancing Program.
Western Reserve may discontinue, modify, or suspend the Asset Rebalancing
program at any time.
Although the Asset Rebalancing Program is not available as of the date of
this Prospectus, Western Reserve anticipates its availability by the end of
1996, and will notify Owners accordingly.
PARTIAL WITHDRAWALS AND SURRENDERS
1. PARTIAL WITHDRAWALS. Prior to the earlier of the Maturity Date or the
death of the Annuitant (when no Contingent Annuitant has been named), the Owner
may partially withdraw a portion of the Series Account Value upon Written
Notice, to Western Reserve's administrative office. Although partial withdrawals
are currently permitted at any time prior to the Maturity Date, Western Reserve
reserves the right to refuse to permit any partial withdrawals prior to the
first Anniversary and may prohibit more than one partial withdrawal during any
Contract Year. Western Reserve may also refuse to accept a request for a partial
withdrawal if the Cash Value would be reduced below $10,000. No partial
withdrawals from the Fixed Account may be made without the consent of Western
Reserve. (See "THE FIXED ACCOUNT -- Allocations, Transfers and Withdrawals" on
page 38.) All requests for partial withdrawals are processed at the Accumulation
Unit Value for each Sub-Account next computed after receipt and acceptance of
the request by Western Reserve at its administrative office. Western Reserve
will pay the partial withdrawal amount requested and cancel Accumulation Units
equal to the amount withdrawn from each Sub-Account plus any applicable premium
taxes and any applicable Withdrawal Charge. (See "CHARGES AND
DEDUCTIONS -- Withdrawal Charge" on pages 19-20 and "Premium Taxes" on page 20.)
The Sub-Accounts for a partial withdrawal must be specified. If not specified,
the amount requested will be withdrawn on a pro rata basis from each
Sub-Account. The amount requested to be withdrawn from each specified
Sub-Account may not exceed the value of that Sub-Account.
2. SYSTEMATIC PARTIAL WITHDRAWALS. The Owner may, by Written Notice on a
form provided by Western Reserve, elect to partially withdraw from the Series
Account after the first Anniversary up to 10% of the Cash Value annually (10% of
the initial Purchase Payment if elected at time of application for a Contract),
in equal monthly payments ("Systematic Partial Withdrawals") of at least $200
per month. The first withdrawal will occur during the month which follows
receipt of the form, providing the form is received by the 25th day of the
month. If Systematic Partial Withdrawals are elected at the time of application
for a Contract, a minimum initial Purchase Payment of at least $25,000 must
accompany the application, unless Western Reserve consents to a smaller amount.
A subsequent election is subject to the Contract then having a minimum of
$25,000 of Cash Value, unless Western Reserve consents to a smaller amount.
Western Reserve will pay the Systematic Partial Withdrawal amount requested and
cancel Accumulation Units equal to the amount withdrawn from the Sub-Accounts in
the same manner as the current Net Purchase Payment allocation instructions,
except no Systematic Partial Withdrawals are permitted from the Fixed Account.
The amount to be withdrawn from each Sub-Account may not exceed the Cash Value
of the
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Sub-Account. Western Reserve will not process a Systematic Partial Withdrawal if
the Cash Value for the entire Contract would be reduced below $10,000.
Systematic Partial Withdrawals are not available if the Owner has elected
Dollar Cost Averaging or the Asset Rebalancing Program. Systematic Partial
Withdrawals may be discontinued by the Owner at any time by notifying Western
Reserve in writing. Western Reserve reserves the right to discontinue offering
Systematic Partial Withdrawals upon 30 days' written notice to Owners. Western
Reserve also reserves the right to assess a processing fee for this service.
Generally, under a Non-Qualified Contract, Systematic Partial Withdrawals, like
other distributions prior to the Maturity Date, are first treated as taxable
income to the extent that the Contract Value immediately before a withdrawal
exceeds the "investment in the contract" at that time. Any additional amount
withdrawn is not taxable. Further, under a Non-Qualified Contract, a 10% penalty
tax will generally be imposed on the taxable portion of a partial withdrawal or
a Systematic Partial Withdrawal made prior to the Owner's age 59 1/2, unless
certain exceptions apply. The Owner should, therefore, consult with his or her
tax adviser before requesting any partial withdrawal or Systematic Partial
Withdrawals. (For a further discussion of taxation of, and tax penalties on,
withdrawals under Non-Qualified Contracts and Qualified Contracts, see "FEDERAL
TAX MATTERS -- Taxation of Annuities" on pages 32-33.)
3. SURRENDERS. The Owner may completely surrender the Contract at any time
prior to the Maturity Date. All requests for Surrender are processed at the
Accumulation Unit Value for each Sub-Account next computed after receipt and
acceptance of the Surrender request by Western Reserve at its administrative
office. Western Reserve will deduct the annual $30 Annual Administrative Fee,
any applicable premium taxes, and any applicable Withdrawal Charge from the
Surrender proceeds.
4. PARTIAL WITHDRAWALS AND SURRENDERS. The amount of any partial
withdrawal or Surrender will be paid promptly, and in any event within seven
days of receipt of Written Notice, complete with all necessary information at
Western Reserve's administrative office, except that Western Reserve reserves
the right to defer the right of a partial withdrawal under certain
circumstances. (See "OTHER MATTERS RELATING TO THE CONTRACT -- Contract
Payments" on page 30.) Under Non-Qualified Contracts, Western Reserve will
withhold from each partial withdrawal, systematic partial withdrawal or
Surrender for tax purposes the minimum amount required by law, unless the Owner
affirmatively elects, before payments begin, to have either nothing withheld or
a different amount withheld. When Western Reserve incurs extraordinary charges,
such as wire transfers or overnight mail expenses, for expediting delivery of a
partial withdrawal or Surrender payment to a Contract Owner, Western Reserve
will deduct such charges from the payment. The current charge for a wire
transfer is $15. The current charge for overnight delivery is $20. For the
protection of the Owners, all requests for partial withdrawals or Surrenders of
more than $100,000, or where the partial withdrawal or Surrender proceeds are to
be sent to an address other than the address of record, will require a signature
guarantee. All required guarantees of signatures must be made by a national or
state bank, a member firm of a national stock exchange or any other institution
which is an eligible guarantor institution as defined by rules and regulations
of the SEC. If the Owner is a corporation, partnership, trust or fiduciary,
evidence of the authority of the person seeking redemption is required before
the request for withdrawal is accepted, including withdrawals under $100,000.
For additional information, Owners may call Western Reserve at (800) 851-9777.
Surrenders, partial withdrawals and Systematic Partial Withdrawals may be
subject to tax including a penalty tax. (See "FEDERAL TAX MATTERS -- Taxation of
Annuities" on pages 32-33.) For certain Qualified Contracts, a partial
withdrawal may require the consent of the Owner's spouse under the Code and the
regulations promulgated thereunder by the Treasury Department (the "Treasury
Regulations"). (See "FEDERAL TAX MATTERS -- Qualified Plans" on pages 34-35.)
For Qualified Contracts issued under Code Section 403(b), certain restrictions
will apply. (See "FEDERAL TAX MATTERS -- Qualified Plans" on pages 34-35.)
PARTIAL ANNUITIZATION
Prior to the Maturity Date, and without Surrender of the Contract, the
Owner may request that a portion of the Contract Value be applied to purchase a
periodic annuity under a supplemental contract with Western Reserve. No such
partial annuitization may take place until the first Anniversary, and any
subsequent partial
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annuitization must be at least five years after the immediately preceding one.
In addition, no partial annuitization amount will be permitted if it will: (1)
reduce the Cash Value below $10,000; (2) exceed 50% of the Cash Value; or (3)
purchase a monthly income of less than $100. No amount from the Fixed Account
may be partially annuitized without Western Reserve's consent.
The Owner must specify the Sub-Accounts from which amounts are to be
partially withdrawn, and any applicable premium taxes will be deducted from the
amount partially withdrawn.
A partial annuitization may be subject to tax. (See "FEDERAL TAX
MATTERS -- Taxation of Annuities" on pages 32-33.)
CONTRACT LOANS FOR 401(A), 401(K), AND 403(B) CONTRACTS
After the twenty day Free Look Period and during the Accumulation Period,
(1) Owners of Contracts used in connection with a Tax Sheltered Annuity Plan
("TSA Plan") under Section 403(b) of the Code, if the TSA Plan is not subject to
the Employee Retirement Income Security Act of 1974, and (2) Owners of Contracts
purchased by a pension, profit-sharing, or other similar plan qualified under
Section 401(a) of the Code (a "401 Plan"), including a Section 401(k) plan,
where a plan trustee is the Owner, may elect a Contract loan endorsement under
which the Owner can receive Contract loans. The availability of Contract loans
will also be governed by the provisions of the TSA plans or 401 Plans involved.
An Owner of a Contract used in connection with a TSA Plan or 401 Plan may be
subject to income tax or tax penalties if loans from the plan are not repaid in
accordance with applicable provisions of the Code. In addition, Internal Revenue
Service authorities suggest that a Contract loan may, at least in certain
circumstances, result in adverse tax consequences for the TSA Plan or 401 Plan.
Accordingly, a competent tax advisor should be consulted before a Contract loan
is requested.
If the Contract loan endorsement is available, the Owner can borrow against
the Contract an amount which may not exceed the lesser of (1) 50% of the Cash
Value or (2) $50,000 reduced by the highest outstanding loan balance during the
1-year period ending on the day before the loan date (determined below).
However, if the Cash Value is less than $20,000, the Owner may borrow against
the Contract the lesser of (1) 80% of the Cash Value or (2) $10,000. In all
events, the minimum amount that can be borrowed is $1,000. The Owner has the
sole responsibility for requesting loans and making loan repayments that comply
with applicable tax requirements.
When a loan is made, an amount equal to the loan will be withdrawn from the
Sub-Accounts and the Fixed Account, as specified by the Owner, and transferred
to the loan reserve. The loan reserve is part of the Fixed Account used as
collateral for any Contract loan. If no Sub-Account or the Fixed Account is
specified, the loan will be made from each Sub-Account and the Fixed Account in
accordance with the Owner's current purchase payment allocation. Amounts
transferred to the loan reserve do not participate in the investment experience
of the Sub-Account or the Fixed Account from which they were withdrawn.
All loan requests are processed at the Accumulation Unit Value for each
Sub-Account next computed after receipt and acceptance of the loan request by
Western Reserve at its administrative office. The loan date is the date Western
Reserve processes the loan request. Under its current procedures, Western
Reserve does not charge a fee to cover loan processing and expenses associated
with establishment and administration of the loan reserve. However, Western
Reserve reserves the right to charge such a fee or change it from time to time.
The Contract will be the sole security for the loan. Western Reserve reserves
the right to limit the number of loans an Owner may make during a Contract Year.
On each Anniversary, Western Reserve will compare the amount of the
outstanding loan to the amount in the loan reserve. Western Reserve will also
make this comparison whenever the Owner repays all or part of the loan. At each
such time, if the amount of the outstanding loan (plus any unpaid interest)
exceeds the amount in the loan reserve, Western Reserve will withdraw the
difference from the Contract's Sub-Accounts and the Fixed Account and transfer
it to the loan reserve, in the same fashion as when a loan is made. If the
amount in the loan reserve exceeds the amount of the outstanding loan, Western
Reserve will withdraw the difference from the loan reserve and transfer it to
the Sub-Accounts and the Fixed Account in accordance
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with the Owner's current payment allocation. However, Western Reserve reserves
the right to require the transfer to the Fixed Account if the amount was
transferred from the Fixed Account to establish the loan.
If the Contract loan at any time exceeds the Cash Value of the Contract,
Western Reserve will mail a notice to the last known address of the Owner and
any assignee of record. If the excess amount is not paid within 31 days after
mailing of the notice, the Contract will terminate without value.
LOAN INTEREST. Interest on any loan will be at the Contract loan annual
rate of 6% in arrears unless, under a 401 Plan, a higher rate is requested by
the Owner in the loan application. (See "Repayment of Loans", below.)
Amounts in the loan reserve will earn interest at a minimum guaranteed
effective annual interest rate of 4% per year. Western Reserve may declare from
time to time higher current interest rates. Different current interest rates may
be applied to the Fixed Account attributable to the loan reserve than to the
rest of the Fixed Account.
REPAYMENT OF LOANS. Principal and interest must be repaid in substantially
level quarterly or monthly payments over a 5-year period or, if the loan is used
to acquire the Owner's principal residence, a 10, 15 or 20-year period, but such
an extended period cannot go beyond the year the Owner attains age 70 1/2. If a
loan installment repayment is not received within 31 days from the installments'
original due date, a deemed distribution of the entire amount of the outstanding
loan principal, interest due, and any applicable charges under the Contract
including any Withdrawal Charge, will take place. Under a TSA Plan, this
distribution may be subject to income tax and a penalty tax, and may cause
Section 403(b) of the Code. (See "FEDERAL TAX MATTERS -- Qualified Plans," pages
34-35.)
While the Contract is in force and during the Accumulation Period, any loan
may be repaid in full. If not repaid, loans will automatically reduce the amount
of any death benefit proceeds, the amount payable upon a partial withdrawal or
Surrender of the Contract and the amount applied on the Maturity Date to provide
annuity payments.
DEATH BENEFITS DURING THE ACCUMULATION PERIOD
If the Annuitant dies during the Accumulation Period and no Contingent
Annuitant is named, Western Reserve will pay the death benefit proceeds to the
Beneficiary upon receipt of due proof of death. If any Owner should die during
the Accumulation Period, and an alternative election by the Beneficiary is not
made as described below, Western Reserve will pay the death benefit proceeds to
the Beneficiary upon receipt of due proof of death.
The death benefit proceeds during the Accumulation Period will be the
greatest of (1) the Contract Value as of the Death Report Day; or (2) the excess
of (a) the amount of purchase payments paid, less (b) any partial withdrawal and
partial annuitization amounts withdrawn from the Contract; or (3) the Contract
Value of as the fifth Contract anniversary, less any amounts withdrawn from the
Contract after the fifth Contract Year to pay for partial withdrawals or partial
annuitization.
If the Beneficiary is the spouse of the deceased Owner, then the
Beneficiary may elect to keep the Contract in force in lieu of receiving the
death benefit proceeds. If the Beneficiary is not the spouse, the Beneficiary
may elect one of the following options that provide for complete distribution of
the death benefit proceeds and termination of this Contract: (i) within five
years of the date of such Owner's death; (ii) over the lifetime of the
Beneficiary; or (iii) over a period that does not exceed the life expectancy of
such Beneficiary, as defined by the Code and the Treasury Regulations.
Subparagraphs (ii) and (iii) apply only to individuals. All such payments must
start within one year of the date of such Owner's death. (For a more detailed
explanation of these requirements, see "FEDERAL TAX MATTERS -- Additional
Considerations" on page 35.)
If a Qualified Contract is issued to a retirement plan, similar provisions
will apply upon the death of the plan participant. However, the required
distribution rules are more complex in the case of a Qualified Contract held by
a plan. Plan participants should consult a qualified pension or tax advisor
concerning the operation of these rules.
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ANNUITY PROVISIONS
MATURITY DATE AND SELECTION OF ANNUITY OPTIONS
Provided the Contract is still In Force, annuity payments will begin on the
Maturity Date, which is, for both Non-Qualified Contracts and Qualified
Contracts, the Anniversary nearest Attained Age 90. However, the Owner may
change the Maturity Date at any time prior to the Maturity Date by written
request. Any new Maturity Date must be at least five years after the Contract
Date, and the Attained Age of the Annuitant as of the new Maturity Date cannot
be greater than 90. The Qualified Contract is designed for use with several
types of qualified plans. Consult your tax adviser about the use of a Qualified
Contract with qualified plans, including the specified minimum distribution
rules applicable to such plans.
Annuity payments will be paid under Option B (described below), with 120
payments guaranteed, unless the Owner elects otherwise. The Owner may change the
annuity option by written request at any time prior to the Maturity Date. The
Owner may also select or change the frequency of annuity payments, which may be
monthly, quarterly, semi-annually or annually, subject to the requirement that
the annuity option and payment frequency provides for payments of at least $100
per period. If this is not possible, a lump sum payment will be made.
ANNUITY OPTIONS
The Owner may select one or more of the annuity options described below, or
any alternate form of settlement acceptable to Western Reserve. Treasury
Regulations may preclude the availability of certain annuity options in
connection with certain Qualified Contracts. The level of annuity payments under
the following options is based upon the option selected and, depending on the
option chosen, such factors as the Annuitant's age when payments begin and the
duration of guaranteed payments, if any.
OPTION A - FIXED INSTALLMENTS. The annuity proceeds will be paid in equal
installments over a fixed period of 5, 10, 15, 20, 25 or 30 years.
OPTION B - LIFE INCOME. The annuity proceeds will be paid in equal
installments: (1) during the lifetime of the Annuitant only ("Life Annuity");
(2) during a fixed period certain and for the remaining lifetime of the
Annuitant ("Certain Periods"); or (3) until the sum of installments paid equals
the annuity proceeds applied and for the remaining life of the Annuitant
("Installment Refund"). Guaranteed payment periods may be elected for 5 and 10
years under the Certain Period option, or for the period in which the total
payments will be equal to the annuity proceeds on the Maturity Date under the
Installment Refund option.
OPTION C - JOINT AND SURVIVOR LIFE INCOME. The proceeds will be paid
during the joint lifetimes of the Annuitant and a designated Co-Annuitant and
will (1) continue upon the death of the first payee for the remaining lifetime
of the survivor or (2) be reduced by one-third upon the death of the first payee
and continue for the remaining lifetime of the survivor.
MINIMUM GUARANTEED INTEREST RATES
The annuity options discussed above provide for the determination of
annuity payments on a fixed basis, as opposed to a variable basis. That is,
Western Reserve guarantees that after the Maturity Date, monies held under an
annuity option will be credited with interest at a minimum guaranteed effective
annual rate of 4.0%. In addition to guaranteeing this minimum rate, Western
Reserve may from time to time and in its sole discretion credit higher interest
rates.
DEATH BENEFITS AFTER THE MATURITY DATE
Death benefits, if any, payable after the Maturity Date will be paid in
accordance with the annuity option then in effect. (For additional information
about death benefit payments under the Contract, see "ACCUMULATION
PROVISIONS -- Death Benefits during the Accumulation Period" on page 28.)
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IMPROVED ANNUITY RATES
Western Reserve guarantees that if, at the Maturity Date, it is offering
annuity contracts of the same type and class as the Contract with more favorable
rates contained in the income tables therein, the improved rates will be made
available to the Owner.
PROOF OF AGE, SEX, AND SURVIVAL
Western Reserve may require proper proof of age and sex of any Annuitant or
Co-Annuitant prior to making the first annuity payment. Prior to making any
payment, Western Reserve may require proper proof that the Annuitant or
Co-Annuitant is alive and legally qualified to receive such payment. If required
by law to ignore differences in sex of any payee, annuity payments will be
determined using unisex rates.
OTHER MATTERS RELATING TO THE CONTRACT
CHANGES IN PURCHASE PAYMENTS
The Owner may change the amount and the mode of the anticipated Purchase
Payment pattern specified in the Contract, if agreed to by Western Reserve.
TWENTY DAY FREE LOOK
An Owner may, at any time within twenty days of receipt of the Contract,
return it to the agent from whom it was purchased or to Western Reserve at its
administrative office. If the Contract is returned within this twenty day
period, Western Reserve will pay to the Owner the sum of: (1) the difference, if
any, between the Purchase Payments received and the amounts allocated to the
Series Account and the Fixed Account under the Contract; plus (2) the amount
allocated to the Fixed Account under the Contract; and (3) the Series Account
Value on the date Western Reserve or its authorized agent receives the returned
Contract. The Owner bears the investment risk during the twenty day period.
(Certain states require Western Reserve to refund the Purchase Payment, which
may be greater or less than the amount computed above. In these states, Western
Reserve bears the investment risk during the twenty day period.)
CONTRACT PAYMENTS
All payments under the Contract will be paid in one sum unless the Owner
elects otherwise. Western Reserve reserves the right to suspend or postpone the
right of withdrawal or postpone the date of payment for any period: (1) the
Exchange is closed, other than customary weekend and holiday closing, or trading
on the Exchange is restricted as determined by the SEC; (2) the SEC by order
permits postponement for the protection of Owners; or (3) an emergency exists,
as determined by the SEC, as a result of which valuation or disposal of
securities is not reasonably practicable. Transfers may also be postponed under
these circumstances.
Payments of any amounts derived from Purchase Payments paid by check or
bank draft may be delayed until the check or bank draft has cleared the payor's
bank.
OWNERSHIP
The Owner is the person entitled to exercise all rights under the Contract.
Prior to the Maturity Date, the Owner is the person designated in the
application or as subsequently named. If two Owners are named, the Contract will
be owned jointly and the consent of each Owner will be required to exercise
ownership rights under the Contract. These rights may be subject to the consent
of any assignee or irrevocable Beneficiary.
With regard to Non-Qualified Contracts, ownership of the Contract may be
changed or the Contract collaterally assigned at any time during the lifetime of
the Annuitant and prior to the Maturity Date, subject to the rights of any
irrevocable Beneficiary. The assignment of a Contract will be treated as a
distribution of the
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Contract Value for Federal tax purposes. (See "FEDERAL TAX MATTERS -- Taxation
of Annuities" on pages 32-33.) Any change of ownership or assignment must be
made in writing and accepted by Western Reserve, and, if accepted, will be
effective as of the date accepted by Western Reserve. Western Reserve assumes no
liability for any payments made or actions taken before a change is accepted and
shall not be responsible for the validity or effect of any change of ownership
or assignment.
With regard to Qualified Contracts, ownership of the Contract generally may
be assigned, but only to the extent permitted by the Code and the terms of the
underlying retirement plan.
ANNUITANT AND CONTINGENT ANNUITANT
The Annuitant is the person named in the application to receive annuity
payments. If no person is so named, the Owner will be the Annuitant. As of the
Maturity Date, and upon agreement with Western Reserve, the Owner may elect a
different Annuitant or, if annuity Option C has been selected, add a joint
annuitant. On the Maturity Date, the Annuitant(s) will become the payee(s) and
receive the annuity payments.
A Contingent Annuitant may also be named in the application. If a
Contingent Annuitant has been named and the Annuitant dies during the
Accumulation Period while the Owner is alive, the Contract will continue in
force and the Contingent Annuitant will become the new Annuitant. If no
Contingent Annuitant has been named and the Annuitant dies during the
Accumulation Period, the Contract will terminate and a death benefit will be
paid to the Beneficiary. (See "ACCUMULATION PROVISIONS -- Death Benefits during
the Accumulation Period" on page 28.) At any time during the Accumulation
Period, and upon agreement with Western Reserve, the Owner may add or change the
Contingent Annuitant.
BENEFICIARY
The Beneficiary is the person or persons named in the application or as
subsequently changed. The Beneficiary may be changed during the lifetime of the
Annuitant, subject to the rights of any irrevocable Beneficiary. Any change must
be made in writing and received at Western Reserve's administrative office and,
if accepted, will be effective as of the date on which signed by the Owner.
Western Reserve assumes no liability for any payments made or actions taken
before the change is received and shall not be responsible for the validity or
effect of the change. Prior to the Maturity Date, if no Beneficiary survives the
Annuitant, the Owner or the Owner's estate will be the Beneficiary. The interest
of any Beneficiary is subject to that of any assignee. In the case of certain
Qualified Contracts, the Treasury Regulations prescribe certain limitations on
the designation of a Beneficiary.
MODIFICATION OR WAIVER
The contract and the application constitute the entire Contract. Only
statements in the application can be used to void the Contract or defend a
claim. The statements are considered representations and not warranties. No
Contract provision can be waived or changed except by endorsement. Only the
President or Secretary of Western Reserve can agree to change or waive any
provision of the Contract.
The Contract may not be modified by Western Reserve without the consent of
the Owner, except as may be required to make it conform to any law or regulation
or ruling issued by a governmental agency or to improve the rights and/or
benefits under the Contract.
FEDERAL TAX MATTERS
INTRODUCTION
The Contracts are designed for use by individuals to accumulate Contract
Values and may be used by retirement plans regardless of whether the plans
qualify for special Federal income tax treatment. The ultimate effect of Federal
income taxes on the amounts held under a Contract, on annuity payments, and on
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the economic benefits to the Owner, Annuitant or Beneficiary depends on Western
Reserve's tax status, on the type of retirement plan for which the Contract is
purchased, and upon the tax and employment status of the individual concerned.
The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion is based upon Western Reserve's understanding of the Federal income
tax laws as they are currently interpreted. Western Reserve makes no
representations regarding the likelihood of continuation of the Federal income
tax laws, the Treasury Regulations, or the current interpretations by the
Internal Revenue Service (the "Service"). For a discussion of Federal income
taxes as they relate to the Fund, please see the accompanying Prospectuses for
the Portfolios.
COMPANY TAX STATUS
Western Reserve is taxed as a life insurance company under Part 1 of
Subchapter L of the Code. Because the Series Account is not an entity separate
from Western Reserve and its operations form a part of Western Reserve, it will
not be taxed separately as a "regulated investment company" under Subchapter M
of the Code. Investment income and realized capital gains on the assets of the
Series Account are reinvested and taken into account in determining the Contract
Value. Western Reserve believes that under existing Federal income tax law, the
Series Account's investment income, including realized net capital gains, will
not be taxed to Western Reserve. Based upon this belief, it is anticipated that
no charges will be made against the Series Account for Federal income tax.
Western Reserve reserves the right to make a deduction for taxes from the assets
of the Series Account should they be imposed with respect to such items in the
future.
TAXATION OF ANNUITIES
The following discussion assumes the Contract will qualify as an annuity
contract for Federal income tax purposes.
1. IN GENERAL. Code Section 72 governs taxation of annuities. In general,
an Owner is not taxed on increases in value under a Contract until some form of
distribution is made under the Contract. The exception to this rule is that
generally, an Owner of any deferred annuity contract who is not a natural person
must include in income any increase in the excess of the Contract Value over the
investment in the Contract during the taxable year with respect to Purchase
Payments made after February 28, 1986. However, there are some exceptions to
this exception and you may wish to discuss these with your tax counsel. The
taxable portion of a distribution (in the form of an annuity or lump sum
payment) is generally taxed as ordinary income. For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Contract
Value generally will be treated as a distribution.
2. PARTIAL WITHDRAWALS AND SURRENDERS. In the case of a partial
withdrawal, Systematic Partial Withdrawal or Surrender distributed to a
participant or Beneficiary under a Qualified Contract (other than a Qualified
Contract used in a retirement plan that qualifies for special Federal income tax
treatment under section 457 of the Code as to which there are special rules), a
ratable portion of the amount received is taxable, generally based on the ratio
of the investment in the Contract to the total Contract Value. The "investment
in the contract" generally equals the portion, if any, of any Purchase Payments
paid by or on behalf of an individual under a Contract which is not excluded
from the individual's gross income. For contracts issued in connection with
qualified plans, the "investment in the contract" can be zero.
Generally, in the case of a partial withdrawal, Systematic Partial
Withdrawal, or Surrender under a Non-Qualified Contract before the Maturity
Date, amounts received are first treated as taxable income to the extent that
the Contract Value immediately before the partial withdrawal, Systematic Partial
Withdrawal or Surrender exceeds the "investment in the contract" at that time.
Any additional amount partially withdrawn, applied to a Systematic Partial
Withdrawal or surrendered is not taxable. In the event of a partial withdrawal
or Systematic Partial Withdrawal from, or Surrender of, a Non-Qualified
Contract, Western Reserve will
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withhold for tax purposes the minimum amount required by law, unless the Owner
affirmatively elects, before payments begin, to have either nothing withheld or
a different amount withheld. A partial annuitization may be treated as a partial
withdrawal from the Contract prior to the Maturity Date, which could generate
taxable income to the extent the amounts held under the Contract exceed the
investment in the Contract. Accordingly, an Owner should contact a competent tax
advisor before effecting a partial annuitization.
3. ANNUITY PAYMENTS. Although the tax consequences may vary depending on
the annuity option elected under the Contract, in general, only the portion of
the annuity payment that represents the amount by which the Contract Value
exceeds the investment in the Contract will be taxed; after the investment in
the Contract is recovered, the full amount of any additional annuity payments is
taxable. For annuity payments on a fixed basis, in general, there is no tax on
the portion of each payment which represents the same ratio that the "investment
in the contract" bears to the total expected value of the annuity payments for
the term of the payments; however, the remainder of each annuity payment is
taxable until the recovery of the investment in the Contract, and thereafter the
full amount or each annuity payment is taxable. If death occurs before full
recovery of the investment in the Contract, the unrecovered amount may be
deducted on the Annuitant's final tax return.
4. PENALTY TAX ON CERTAIN DISTRIBUTIONS. In the case of a distribution
pursuant to a Non-Qualified Contract, a penalty tax may be imposed equal to 10%
of the amount treated as taxable income. The penalty tax is not imposed in
certain circumstances, including, generally, distributions: (1) made on or after
the date on which the Owner attains age 59 1/2, (2) made as a result of death of
the Owner or disability of the taxpayer, or (3) received in substantially equal
installments as a life annuity. Other tax penalties may apply to certain
distributions pursuant to a Qualified Contract.
5. TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of the death of an Owner or an Annuitant. Generally, such
amounts are includable in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full Surrender
of the Contract, as described above, or (2) if distributed under an annuity
option, they are taxed in the same manner as annuity payments, as described
above.
6. MULTIPLE CONTRACTS. All non-qualified, deferred annuity contracts
entered into after October 21, 1988 that are issued by Western Reserve (or its
affiliates) to the same Owner during any calendar year are to be treated as one
annuity contract for purposes of determining the amount includable in an
individual's gross income. There may be other situations in which the Treasury
may conclude that it would be appropriate to aggregate two or more annuity
contracts purchased by the same owner. Accordingly, an Owner should consult a
competent tax adviser before purchasing more than one Contract or other annuity
contracts.
7. TRANSFERS, ASSIGNMENTS OR EXCHANGES OF CONTRACTS. A transfer of
ownership or assignment of a Contract, the designation of an Annuitant or other
Beneficiary who is not also the Owner, or a change of Annuitant, may result in
certain income or gift tax consequences to the Owner that are beyond the scope
of this discussion. An Owner contemplating any such transfer, assignment or
change should contact a competent tax adviser in respect to the potential tax
effects of such a transaction.
8. 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 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 the IRS regulations, revenue
rulings, judicial decisions, etc.). Moreover, it is also possible that any
change could be effective prior to the date of the change.
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QUALIFIED PLANS
The Qualified Contract is designed for use with several types of qualified
retirement plans. The tax rules applicable to participants and beneficiaries in
such qualified plans vary according to the type of plan and the terms and
conditions of the plan itself. Special favorable tax treatment may be available
for certain types of contributions and distributions (including special rules
for certain lump sum distributions). Adverse tax consequences may result from
contributions in excess of specified limits, distributions prior to age 59 1/2
(subject to certain exceptions), distributions that do not conform to specified
minimum distribution rules, aggregate distributions in excess of a specified
annual amount, and in certain other circumstances. Therefore, Western Reserve
makes no attempt to provide more than general information about use of the
Contract with the various types of qualified plans. Owners and participants
under qualified plans as well as Annuitants and Beneficiaries are cautioned that
the rights of any person to any benefits under qualified plans may be subject to
the terms and conditions of the plan themselves, regardless of the terms and
conditions of the Contract issued in connection therewith. Some retirement plans
are subject to distribution and other requirements that are not incorporated
into our Contract administration procedures. Owners, participants and
beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the Contracts comply with applicable law.
Purchasers of Contracts for use with any qualified plan should seek competent
legal and tax advice regarding the suitability of the Contract therefore.
1. (a) SECTION 403(B) PLANS. Under Section 403(b) of the Code, payments
made by public school systems and certain tax exempt organizations to purchase
annuity policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be subject
to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code, Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age
59 1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the case
of hardship.
(b) RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM. Section
36.105 of the Texas Educational Code permits participants in the Texas Optional
Retirement Program (ORP) to withdraw their interest in a variable annuity policy
issued under the ORP only upon: (1) termination of employment in the Texas
public institutions of higher education; (2) retirement; or (3) death.
Accordingly, a participant in the ORP (or the participant's estate if the
participant has died) will be required to obtain a certificate of termination
from the employer or a certificate of death before the account can be redeemed.
(c) RESTRICTIONS UNDER QUALIFIED CONTRACTS. Other restrictions with
respect to the election, commencement, or distribution of benefits may apply
under Qualified Contracts or under the terms of the plans in respect of which
Qualified Contracts are issued.
2. INDIVIDUAL RETIREMENT ANNUITIES. Sections 219 and 408 of the Code
permit individuals or their employers to contribute to an individual retirement
program known as an "Individual Retirement Annuity" or an "IRA". Individual
Retirement Annuities are subject to limitation on the amount which may be
contributed and deducted and the time when distributions may commence. In
addition, distributions from certain other types of qualified plans may be
placed into an Individual Retirement Annuity on a tax-deferred basis. The
Internal Revenue Service has not reviewed the Contract for qualification as an
IRA, and has not addressed in a ruling of general applicability whether a death
benefit provision such as the provision in the Contract comports with IRA
qualification requirements.
3. CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS. Section
401(a) and 403(a) of the Code permit corporate employers to establish various
types of retirement plans for employees and self-employed individuals to
establish qualified plans for themselves and their employees. These retirement
plans may permit the purchase of the Contracts to accumulate retirement savings
under the plans. Adverse
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tax or other legal consequences to the plan, to the participant or to both may
result if this Contract is assigned or transferred to any individual as a means
to provide benefit payments.
4. DEFERRED COMPENSATION PLANS. Section 457 of the Code, although not
actually providing for a qualified plan as that term is normally used, provides
for certain deferred compensation plans with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Contracts can be used with such
plans. Under such plans, a participant may specify the form of investment in
which his or her participation will be made. All such investments, however, are
owned by, and are subject to, the claims of the general creditors of the
sponsoring employer. Depending on the terms of the particular plan, the employer
may be entitled to draw on deferred amounts for purposes unrelated to its
section 457 plan obligations. In general, all amounts received under a section
457 plan are taxable and are subject to federal income tax withholding as wages.
5. DISTRIBUTION FROM QUALIFIED PLANS. Under the tax qualification rules
for Section 401(a), 403(b), 408 and 457 plans, distributions generally must
commence no later than April 1 of the calendar year following the calendar year
in which the Owner (or plan participant) reaches age 70 1/2, and must be made in
specified form and manner. Special rules and other restrictions may apply
depending on the type of plan and the particular circumstances. Each Owner is
responsible for requesting distributions under the Contract that satisfy
applicable tax rules, and should consult a qualified tax adviser.
The above description of Federal income tax consequences pertaining to the
different types of qualified plans that may be funded by the Contracts is only a
brief summary and is not intended as tax advice. The rules governing the
provisions of qualified plans are extremely complex and often difficult to
comprehend. In addition, the Tax Reform Act has significantly changed a great
many rules for qualified plans. Anything less than full compliance with the
applicable rules, all of which are subject to change, may have significant
adverse tax consequences. A prospective purchaser considering the purchase of a
Contract in connection with a qualified plan should first consult a qualified
and competent tax adviser with regard to the suitability of the Contract as an
investment vehicle for the qualified plan.
ADDITIONAL CONSIDERATIONS
1. DIVERSIFICATION. Section 817(h) of the Code requires that the
investments of the Series Account must be "adequately diversified" in accordance
with Treasury regulations in order for the Contracts to qualify as annuity
contracts under Section 72 of the Code. The Series Account, through the Fund,
intends to comply with the diversification requirements prescribed by the
Treasury in Reg. Sec. 1.817.5, which affect how the Fund's assets may be
invested. Western Reserve believes the Series Account will, thus, meet the
diversification requirements of Section 817(h). If the Series Account does not
meet those diversification requirements, Owners would be taxed currently on any
investment income under the Contract.
In certain circumstances, owners of variable annuity contracts may be
considered the owners, for Federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate account assets would be includable in the variable
annuity contract owner's gross income. The Treasury Department has stated in
published rulings that a variable annuity contract owner will be considered the
owner of separate account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account." This announcement further
states that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."
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<PAGE> 43
The ownership rights under the Contract are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the owner of a Contract has the choice of more sub-accounts in which to
allocate net purchase payments and Contract values, and may be able to transfer
among sub-accounts more frequently than in such rulings. These differences could
result in an Owner being treated as the owner of the assets of the Series
Account. In addition, Western Reserve does not know what standards will be set
forth, if any, in the regulations or rulings which the Treasury Department has
stated it expects to issue. Western Reserve therefore reserves the right to
modify the Contract as necessary to attempt to prevent an Owner from being
considered the owner of a pro rata share of the assets of the Series Account.
2. DISTRIBUTION-AT-DEATH RULES. The Code also requires non-qualified
annuity contracts to contain specific provision for distribution of the Contract
proceeds upon the death of the Owner. In order to be treated as an Annuity
Contract for Federal income tax purposes, the Code requires that such Contracts
provide that (a) if any Owner dies on or after the Maturity Date and before the
entire interest in the Contract has been distributed, the remaining portion must
be distributed at least as rapidly as under the method in effect on the Owner's
death; and (b) if any Owner dies before the Maturity Date, the entire interest
in the Contract must generally be distributed within 5 years after the Owner's
date of death. These requirements will be considered satisfied if the entire
interest of the Contract is used to purchase an immediate annuity under which
payments will begin within one year of the Owner's death and will be made for
the life of the Beneficiary or for a period not extending beyond the life
expectancy of the Beneficiary. The Owner's Beneficiary is the person to whom
ownership of the Contract passes by reasons of death and must be a natural
person. If the Beneficiary is the Owner's surviving spouse, the Contract may be
continued with the surviving spouse as the new Owner. Non-Qualified Contracts
will be reviewed and modified if necessary to attempt to assure that they comply
with the Code requirements when clarified by regulation or otherwise. Other
rules may apply to Qualified Contracts.
3. WITHHOLDING. Withholding of Federal income taxes on the taxable portion
of all distributions may be required unless the recipient elects not to have any
such amounts withheld and properly notifies Western Reserve of that election.
Different rules may apply to United States citizens or expatriates living
abroad. In addition, some states have enacted legislation requiring withholding.
Effective January 1, 1993, certain distributions from Section 401(a), 403(a) and
403(b) Plans are subject to mandatory withholding.
4. SECTION 1035 EXCHANGES. Code Section 1035 provides that no gain or loss
shall be recognized on the exchange of one annuity contract for another. If the
surrendered Contract was issued prior to August 14, 1982, the tax rules that
formerly provided that the Surrender was taxable only to the extent the amount
received exceeds the Owner's investment in the Contract will continue to apply
to amounts allocable to investment in the Contract before August 14, 1982. In
contrast, Contracts issued on or after January 19, 1985 in a Code Section 1035
exchange are treated as new Contracts for purposes of the penalty and
distribution-at-death rules. Special rules and procedures apply to Code Section
1035 transactions. Prospective purchasers wishing to take advantage of Code
Section 1035 should consult their tax advisors.
5. DIVERSIFICATION AND QUALIFIED PLANS. Code Section 817(h) applies to
variable annuity contracts other than pension plan contracts. The regulations
reiterate that the diversification requirements do not apply to pension plan
contracts. All of the qualified retirement plans (described above) are defined
as pension plan contracts for these purposes. Notwithstanding the exception of
Qualified Contracts from application of the diversification rules, the
investment vehicle for Western Reserve's Qualified Contracts (i.e., the Fund)
will be structured to comply with the diversification standards because it
serves as the investment vehicle for Non-Qualified Contracts as well as
Qualified Contracts.
THE FIXED ACCOUNT
An Owner may allocate Net Purchase Payments and transfer Contract Values to
the Fixed Account, which is part of Western Reserve's general account. Because
of exemptive and exclusionary provisions,
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<PAGE> 44
interests in the Fixed Account have not been registered under the Securities Act
of 1933 and neither the Fixed Account nor the general account has been
registered as an investment company under the 1940 Act. Accordingly, neither the
Fixed Account, the general account nor any interests therein are generally
subject to the provisions of these Acts and Western Reserve has been advised
that the staff of the SEC has not reviewed the disclosure in this Prospectus
relating to the Fixed Account. Disclosure regarding the Fixed Account may,
however, be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses.
The portion of the Contract Value allocated to the Fixed Account (the
"Fixed Account Value") will be credited with rates of interest, as described
below. Because the Fixed Account Value becomes part of Western Reserve's general
account, Western Reserve assumes the risk of investment gain or loss on this
amount. All assets in the general account are subject to Western Reserve's
general liabilities from business operations.
MINIMUM GUARANTEED AND CURRENT INTEREST RATES
The Fixed Account Value is guaranteed to accumulate at a minimum effective
annual interest rate of 4%. Western Reserve presently credits the Fixed Account
Value with current rates in excess of the minimum guarantee but it is not
obligated to do so. These current interest rates are influenced by, but do not
necessarily correspond to, prevailing general market interest rates. Because
Western Reserve, at its sole discretion, anticipates changing the current
interest rate from time to time, different allocations to and from the Fixed
Account Value will be credited with different current interest rates.
Western Reserve further guarantees that when a higher or lower current
interest rate is declared on an allocation to the Fixed Account Value, that new
interest rate will be guaranteed on such allocation for at least a one year
period measured from the date of each Purchase Payment or transfer (the
"Guarantee Period"). At the end of the Guarantee Period, Western Reserve
reserves the right to declare a new current interest rate on such allocation and
accrued interest thereon (which may be a different current interest rate than
the current interest rate on new allocations to the Fixed Account Value on that
date). The rate declared on such allocation and accrued interest thereon at the
end of each Guarantee Period will be guaranteed again for another Guarantee
Period. At the end of any Guarantee Period, any interest credited on the Fixed
Account Value in excess of the minimum guaranteed rate of 4% per year will be
determined in the sole discretion of Western Reserve. The Owner assumes the risk
that interest credited may not exceed the guaranteed minimum rate.
Allocations from the Fixed Account Value to provide: a) partial withdrawal
amounts, b) partial annuitization amounts, c) transfers to the Series Account,
or d) the Annual Contract Charge are currently, for the purpose of crediting
interest, accounted for on a last in, first out ("LIFO") method.
Western Reserve reserves the right to change the method of crediting
interest from time to time, provided that such changes will not have the effect
of reducing the guaranteed rate of interest below 4% per annum.
FIXED ACCOUNT VALUE
At the end of any Valuation Period, the Fixed Account Value is equal to:
1. The sum of all Net Purchase Payments allocated to the Fixed Account;
plus
2. Any amounts transferred from a Sub-Account to the Fixed Account; plus
3. Total interest credited to the Fixed Account; minus
4. Any partial annuitizations from the Fixed Account; minus
5. Any partial withdrawals or Surrenders from the Fixed Account; minus
6. Any amounts transferred to a Sub-Account from the Fixed Account; minus
7. Any amounts charged to the Fixed Account to pay the Administration Fee.
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ALLOCATIONS, TRANSFERS AND WITHDRAWALS
Net Purchase Payments and transfers to the Fixed Account will be allocated
to the Fixed Account on the first Valuation Date on or following the date
Western Reserve receives the payment or transfer request at its administrative
office, except that any allocation of the initial Net Purchase Payment will take
place on the Contract Date.
Transfers may be made from the Fixed Account to a Sub-Account once each
Contract Year. No transfer charge will apply to transfers from the Fixed Account
to a Sub-Account. Amounts may be withdrawn from the Fixed Account for partial
annuitizations, partial withdrawals, and Surrenders only upon written request
and (other than for Surrenders) only with Western Reserve's consent. Western
Reserve further reserves the right to defer payment of transfers, partial
withdrawals, or Surrenders (but not partial annuitizations) from the Fixed
Account for up to six months. In addition, Contract provisions relating to
transfers, partial annuitizations, partial withdrawals or Surrenders from the
Series Account will also apply to the Fixed Account. Dollar Cost Averaging may
be done from the Fixed Account. (See "THE CONTRACT -- ACCUMULATION
PROVISIONS -- Transfer to and from, and among Sub-Accounts" on page 23.)
DISTRIBUTION OF THE CONTRACTS
The Contracts will be sold by individuals who, in addition to being
licensed as life insurance agents for Western Reserve, are also registered
representatives of InterSecurities, Inc., which has the same address as Western
Reserve, an affiliate of Western Reserve and the principal underwriter of the
Contracts, or of broker-dealers who have entered into written sales agreements
with the principal underwriter. InterSecurities, Inc. is registered with the SEC
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. No amounts have been retained by
InterSecurities, Inc. for acting as principal underwriter for the Contracts.
Western Reserve agents and other registered representatives will generally
receive sales commissions of up to 3.5% of Purchase Payments. In addition,
certain production, persistency and managerial bonuses may be paid. Subject to
applicable Federal and state laws and regulations, Western Reserve may also pay
compensation to banks and other financial institutions for their services in
connection with the sale and servicing of the Contracts. The level of such
compensation will not exceed that paid to broker-dealers for their sale of the
Contracts.
VOTING RIGHTS
To the extent required by law, Western Reserve will vote the Fund shares
held in the Series Account at shareholder meetings of the Fund in accordance
with instructions received from persons having voting interests in the
corresponding Sub-Accounts of the Series Account. Except as required by the 1940
Act, the Fund does not hold regular or special shareholder meetings. If the 1940
Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result Western Reserve determines
that it is permitted to vote the Fund shares in its own right, it may elect to
do so.
The number of votes that an Owner has the right to instruct will be
calculated separately for each Sub-Account, and will be determined by dividing
the portion of the Contract Value in that Sub-Account by $100. Fractional shares
will be counted. The number of votes of the Portfolio that the Owner has the
right to instruct will be determined as of the date established by that
Portfolio for determining shareholders eligible to vote at the meeting of the
Fund. Voting instructions will be solicited by written communications prior to
such meeting in accordance with procedures established by the Fund.
Western Reserve will vote Fund shares as to which no timely instructions
are received and Fund shares that are not attributable to Owners in proportion
to the voting instructions that are received with respect to all Contracts
participating in that Portfolio. Voting instructions to abstain on any item to
be voted upon will reduce the votes eligible to be cast by Western Reserve.
Each person having a voting interest in a Sub-Account will receive proxy
materials, reports and other materials relating to the appropriate Portfolio.
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LEGAL PROCEEDINGS
There are at present no legal proceedings to which the Series Account is a
party or to which the assets of the Series Account are subject. Western Reserve
is not involved in any litigation that is of material importance in relation to
its total assets or that relates to the Series Account. InterSecurities, Inc.,
the Series Account's principal underwriter, is not presently a party to any
legal proceedings that are likely to have a material adverse effect upon its
ability to perform its contract with the Series Account.
STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information contains information and financial
statements relating to the Series Account and Western Reserve. The Table of
Contents of the Statement of Additional Information is set forth below:
1. Custodian
2. Independent Accountants
3. Legal Matters
4. Distribution of Contracts
5. Calculation of Performance Related Information
6. Addition, Deletion, and Substitution of Investments
7. Financial Statements
Inquiries and requests for a Statement of Additional Information should be
directed to Western Reserve Life Assurance Co. of Ohio, P.O. Box 9051,
Clearwater, Florida 34618-9051; telephone number (800) 851-9777.
WRL00006-05/96
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<PAGE> 47
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
<PAGE> 48
WRL SERIES ANNUITY ACCOUNT
WRL FREEDOM VARIABLE ANNUITY
Flexible Payment Variable Accumulation
Deferred Annuity Contract
Issued by
Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 34640
Telephone: (800) 851-9777
(813) 585-6565
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a Prospectus and should be read
in conjunction with the Prospectus, dated May 1, 1996, which is available
without charge by contacting Western Reserve Life Assurance Co. of Ohio
("Western Reserve") at P.O. Box 9051, Clearwater, Florida 34618-9051 or at the
above telephone number.
May 1, 1996
WRL00007-05/96
<PAGE> 49
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Custodian.............................................................................. 3
Independent Accountants................................................................ 3
Legal Matters.......................................................................... 3
Distribution of Contracts.............................................................. 3
Calculation of Performance Related Information......................................... 3
Addition, Deletion, and Substitution of Investments.................................... 6
Financial Statements................................................................... 6
</TABLE>
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<PAGE> 50
CUSTODIAN
The assets of WRL Series Annuity Account (the "Series Account") are held by
Western Reserve. The assets of the Series Account are kept physically segregated
and held apart from the general account of Western Reserve. Western Reserve
maintains records of all purchases and redemptions of shares of the WRL Series
Fund, Inc. (the "Fund"). Additional protection for the assets of the Series
Account is provided by a blanket bond issued to AEGON U.S. Holding Corporation
("AEGON U.S.") in the amount of $5 million (subject to a $1 million deductible),
covering all of the employees of AEGON U.S. and its affiliates, including
Western Reserve. A Stockbrokers Blanket Bond, issued to AEGON U.S.A. Securities,
Inc., provides additional fidelity coverage to a limit of $11 million, subject
to a $50,000 deductible.
INDEPENDENT ACCOUNTANTS
The accounting firm of Price Waterhouse LLP, independent accountants,
provided audit services to the Series Account for the year ended December 31,
1995. The principal business address of Price Waterhouse LLP is 1055 Broadway,
Kansas City, Missouri 64105. The accounting firm of Ernst & Young LLP,
independent auditors, provided audit services to Western Reserve for the year
ended December 31, 1995. The principal business address of Ernst & Young LLP is
801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309-2764.
LEGAL MATTERS
Sutherland, Asbill & Brennan, Washington, D.C., has provided advice on
certain legal matters concerning Federal securities laws in connection with the
Contracts. All matters of Ohio law pertaining to the Contracts, including the
validity of the Contracts and Western Reserve's right to issue the Contracts
under Ohio insurance law, have been passed upon by Thomas E. Pierpan, Esq., Vice
President and Counsel of Western Reserve.
DISTRIBUTION OF CONTRACTS
The offering of Contracts will be made on a continuous basis.
CALCULATION OF PERFORMANCE RELATED INFORMATION
A. YIELD AND EFFECTIVE YIELD QUOTATIONS FOR THE MONEY MARKET SUB-ACCOUNT
Yield - The yield quotation set forth in the Prospectus for the Money
Market Sub-Account is for the seven days ended on the date of the most recent
balance sheet of the Series Account included in the registration statement, and
is computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one
Accumulation Unit in the Money Market Sub-Account at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and multiplying
the base period return by (365/7) with the resulting figure carried to at least
the nearest hundredth of one percent.
Effective Yield - The effective yield quotation set forth in the Prospectus
for the Money Market Sub-Account is for the seven days ended on the date of the
most recent balance sheet of the Series Account included in the registration
statement. The effective yield is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
Sub-Account having a balance of one Accumulation Unit in the Money Market
Sub-Account at the beginning of the period. A hypothetical charge, reflecting
deductions from Owner accounts, is subtracted from the balance. The difference
is divided by the value of the account at the beginning of the base period to
obtain the base period return,
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<PAGE> 51
which is then compounded by adding 1. Next the sum is raised to a power equal to
365 divided by 7, and 1 is subtracted from the result. The following formula
describes the computation:
EFFECTIVE YIELD = ({BASE PERIOD RETURN + 1}(365/7)) - 1
The effective yield is shown at least to the nearest hundredth of one
percent.
Hypothetical Charge - For purposes of the yield and effective yield
computations, the hypothetical charge reflects all fees and charges that are
charged to all Owner accounts in proportion to the length of the base period.
Such fees and charges include the $30 Administration Fee, calculated on the
basis of an average Series Account Value per Contract of $31,981, which converts
that charge to an assumed charge at an annual rate of 0.09% of the Series
Account Value. The yield and effective yield quotations do not reflect any
deduction for premium taxes or transfer charges that may be applicable to a
particular Contract, nor do they reflect the Withdrawal Charge that may be
assessed at the time of redemption in an amount ranging up to 5% of the
requested redemption amount. The specific Withdrawal Charge fees percentage
applicable to a particular redemption depends on the length of time Purchase
Payments have been held under the Contract and whether redemptions have been
previously made during that Contract Year. (See "Charges and
Deductions - Withdrawal Charge" on pages 19-20 of the Prospectus.) No fees or
sales charges are assessed upon annuitization under the Contracts except premium
taxes. Realized gains and losses from the sale of securities and unrealized
appreciation and depreciation of assets held by the Money Market Sub-Account and
the Fund are excluded from the calculation of yield.
B. TOTAL RETURN AND YIELD QUOTATIONS FOR THE AGGRESSIVE GROWTH, EMERGING
GROWTH, GROWTH, GLOBAL, BALANCED, EQUITY-INCOME, BOND,
SHORT-TO-INTERMEDIATE GOVERNMENT, UTILITY, TACTICAL ASSET ALLOCATION,
VALUE EQUITY, C.A.S.E. GROWTH AND MERIDIAN/INVESCO GLOBAL SECTOR SUB-
ACCOUNTS
The total return quotations set forth in the Prospectuses for all of these
Sub-Accounts holding assets for the Contracts are average annual total return
quotations for the one, five, and ten-year periods (or, while a Sub-Account has
been in existence for a period of less than five or ten years, for such lesser
period) ended on the date of the most recent balance sheet of the Series Account
and for the period from the date the Sub-Accounts commenced operations until the
aforesaid date. The quotations are computed by finding the average annual
compounded rates of return over the relevant periods that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)(n) = ERV
<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the particular period of a hypothetical
$1,000 payment made at the beginning of the particular period.
</TABLE>
For purposes of the total return quotations for all these Sub-Accounts, the
calculations take into effect all fees that are charged to all Owner accounts.
Such fees include the $30 Administration Fee, calculated on the basis of an
average Series Account Value per Contract of $31,981, which translates that
charge into an assumed charge at an annual rate of 0.09% of the Series Account
value. The calculations also assume a complete redemption as of the end of the
particular period. The calculations do not reflect the effect of any premium
taxes or transfer charges that may be applicable to a particular Contract.
The yield quotations, if any, for all of the Sub-Accounts except the Money
Market Sub-Account set forth in the Prospectuses are based on the thirty-day
period ended on the date of the most recent balance sheet of the Series Account
and is computed by dividing the net investment income per Accumulation Unit
earned
4
<PAGE> 52
during the period by the maximum offering price per unit on the last date of the
period, according to the following formula:
a-b
-----
YIELD = 2[(cd + 1)(6) - 1]
Where: a = net investment income earned during the period by the
corresponding Portfolio of the Fund attributable to shares
owned by the Sub-Account.
b = expenses accrued for the period (net of reimbursement).
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.
For purposes of the yield quotations for all of these Sub-Accounts the
calculations take into effect all fees that are charged to all Owner accounts.
Such fees include the $30 Administration Fee, calculated on the basis of an
average Series Account Value per Contract of $31,981, which translates that
charge into an assumed charge at an annual rate of 0.09% of the Series Account
value. The calculations do not take into account any premium taxes, the
Withdrawal Charge or any transfer charges.
Premium taxes currently range from 0% to 3.5% of Purchase Payments
depending upon the jurisdiction in which the Contract is delivered. A Withdrawal
Charge may be assessed at the time of redemption in an amount ranging up to 5%
of the requested redemption amount, with the specific percentage applicable to a
particular redemption depending on the length of time Purchase Payments were
held under the Contract, and whether redemptions had been previously made during
that Contract Year. (See "Charges and Deductions - Withdrawal Charge" on pages
19-20 of the Prospectus.)
C. OTHER PERFORMANCE DATA
Western Reserve may from time to time disclose average annual total return
in non-standard formats and cumulative total return for Contracts funded by the
Sub-Accounts.
Western Reserve may from time to time also disclose in advertisements and
sales literature yields and non-standard total returns for the Sub-Accounts
(some of which do not include Contract and Series Account fees and charges)
including such disclosure for the Sub-Accounts for periods prior to the date the
Sub-Accounts commenced operations.
For periods prior to the date each Sub-Account commenced operations,
performance information will be calculated based on the performance of the
Fund's corresponding Portfolios that commenced operations prior to each
Sub-Account, and the assumption that each Sub-Account was in existence for the
same periods as those indicated for each respective Portfolio, with a level of
fees and charges approximately equal to those currently assessed against each
Sub-Account and the Contract. The Prospectus contains a table which shows
average annual total returns for periods prior to the date each Sub-Account
commenced operations. The Prospectus also contains a similar table for the same
periods which shows average annual total returns which do not reflect any charge
on amounts surrendered or withdrawn. The total returns in the second table are
calculated in exactly the same manner as those in the preceding table, except
that the ending redeemable value of the hypothetical account for the periods is
replaced with an ending value for the periods that does not take into account
any charge on amounts surrendered or withdrawn.
Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed.
D. ADVERTISING AND SALES LITERATURE
From time to time Western Reserve may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are the selection of individual investments has little impact on
5
<PAGE> 53
portfolio performance, market timing strategies seldom work, markets are
efficient, and portfolio selection should be made among asset classes. Modern
Portfolio Theory allows an investor to determine an efficient portfolio
selection that will provide a higher return with the same risk or the same
return with lower risk.
When presenting the asset allocation process Western Reserve may outline
the process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. Western Reserve may classify investors into four categories based on their
risk tolerance and will quote various industry experts on which types of
investments are best suited to each of the four risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services and any other expert which has been deemed by the
Company to be appropriate. Western Reserve may also provide a historical
overview of the performance of a variety of investment market indices, the
performance of these indices over time, and the performance of different asset
classes, such as stocks, bonds, cash equivalents, etc. Western Reserve may also
discuss investment volatility including the range of returns for different asset
classes and over different time horizons, and the correlation between the
returns of different asset classes. Western Reserve may also discuss the basis
of portfolio optimization including the required inputs and the construction of
efficient portfolios using sophisticated computer-based techniques. Finally,
Western Reserve may describe various investment strategies and methods of
implementation, the periodic rebalancing of diversified portfolios, the use of
dollar cost averaging techniques, a comparison of the tax impact of purchase
payments made on a "before tax" basis through a tax-qualified plan with those
made on an "after tax" basis outside of a tax-qualified plan, and a comparison
of tax-deferred versus non tax-deferred accumulation of purchase payments.
ADDITION, DELETION, AND SUBSTITUTION OF INVESTMENTS
Western Reserve reserves the right, subject to compliance with applicable
law, to make additions to, deletions from or substitutions for the shares that
are held by the Series Account or that the Series Account may purchase. Western
Reserve reserves the right to eliminate the shares of any of the Portfolios of
the Fund and to substitute shares of another Portfolio of the Fund or of another
open-end registered investment company, if the shares of a Portfolio are no
longer available for investment, or if in Western Reserve's judgment further
investment in any Portfolio should become inappropriate in view of the purposes
of the Series Account. Western Reserve will not, however, substitute any shares
attributable to an Owner's interest in a Sub-Account without notice to and prior
approval of the Securities and Exchange Commission, to the extent required by
the Investment Company Act of 1940, as amended (the "1940 Act") or other
applicable law.
Western Reserve also reserves the right to establish additional
Sub-Accounts, each of which would invest in a new Portfolio of the Fund, or in
shares of another investment company, with a specified investment objective. New
Sub-Accounts may be established when, in the sole discretion of Western Reserve,
marketing, tax or investment conditions warrant, and any new Sub-Accounts will
be made available to existing Owners on a basis to be determined by Western
Reserve. Western Reserve may also eliminate one or more Sub-Accounts if, in its
sole discretion, marketing, tax or investment conditions warrant.
In the event of any such substitution or change, Western Reserve may by
appropriate endorsement make such changes in the Contracts and other annuity
contracts as may be necessary or appropriate to reflect such substitution or
change. If deemed by Western Reserve to be in the best interests of persons
having voting rights under the Contracts, the Series Account may be operated as
a management company under the 1940 Act, or, subject to any required approval,
it may be deregistered under that Act in the event such registration is no
longer required.
FINANCIAL STATEMENTS
The financial statements of Western Reserve which are included in this
Statement of Additional Information should be considered only as bearing on the
ability of Western Reserve to meet its obligations
6
<PAGE> 54
under the Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Series Account.
Financial Statements for Western Reserve for the years ended December 31,
1995, 1994 and 1993 have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").
INDEX TO FINANCIAL STATEMENTS
WRL SERIES ANNUITY ACCOUNT (FREEDOM AND ATTAINER VARIABLE ANNUITIES):
Report of Independent Accountants dated January 31, 1996
Statements of assets, liabilities and equity accounts at December 31, 1995
Statements of operations for the year ended December 31, 1995 and
statements of changes in equity accounts for the years ended December 31,
1995 and 1994
Notes to Financial Statements
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO:
Report of Independent Auditors dated February 23, 1996
Statutory-Basis Balance sheets at December 31, 1995 and 1994
Statutory-Basis Statements of operations for the years ended December 31,
1995, 1994 and 1993
Statutory-Basis Statements of capital and surplus for the years ended
December 31, 1995, 1994 and 1993
Statutory-Basis Statements of cash flows for the years ended December 31,
1995, 1994 and 1993
Notes to Statutory-Basis Financial Statements
Statutory-Basis Financial Statement Schedules
7
<PAGE> 55
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Western Reserve Life Assurance Co. of Ohio and
Contract Owners of the WRL Series Annuity Account -- WRL Freedom Variable
Annuity and WRL Freedom Attainer Contracts
In our opinion, the accompanying statements of assets, liabilities and
equity accounts and the related statements of operations and of changes in
equity accounts and the selected per unit data and ratios present fairly, in all
material respects, the financial position of the Money Market, Bond, Growth,
Short-to-Intermediate Government, Global, Equity-Income, Emerging Growth,
Aggressive Growth, Balanced, Utility and Tactical Asset Allocation Sub-Accounts
of the WRL Freedom Variable Annuity and WRL Freedom Attainer Contracts of the
WRL Series Annuity Account (a separate account of Western Reserve Life Assurance
Co. of Ohio, hereafter referred to as the "Annuity Account") at December 31,
1995, the results of each of their operations, the changes in each of their
equity accounts and the selected per unit data and ratios for each of the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and selected per unit data and ratios (hereafter
referred to as "financial statements") are the responsibility of the Annuity
Account's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Kansas City, Missouri
January 31, 1996
- --------------------------------------------------------------------------------
8
<PAGE> 56
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
MONEY MARKET SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Money Market Portfolio
(41,674,159.180 shares;
cost $ 41,674,159)................ $ 41,674,159
Accrued transfers from (to)
depositor-net....................... (78,642)
-----------------
Total assets...................... 41,595,517
-----------------
LIABILITIES:............................ 0
-----------------
Total net assets.................. $ 41,595,517
=====================
EQUITY ACCOUNTS:
Contract Owners' equity:
Money Market sub-account
(3,249,712.195690 units;
$ 12.799754 unit value)........... $ 41,595,517
-----------------
Total equity...................... $ 41,595,517
=====================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income........................ $ 2,212,551
Capital gain distributions............. 0
-----------------
2,212,551
EXPENSES:
Mortality and expense risk charges..... 524,383
-----------------
Net investment income (loss)......... 1,688,168
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from
securities transactions.............. 0
Change in unrealized appreciation
(depreciation)....................... 0
-----------------
Net gain (loss) on investments....... 0
-----------------
Net increase (decrease) in equity
accounts resulting from
operations....................... $ 1,688,168
=====================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss).......................................................... $ 1,688,168 $ 1,004,396
Net gain (loss) on investments........................................................ 0 0
----------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations........................................................... 1,688,168 1,004,396
----------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed)................................................... (5,902,965) 28,604,776
----------------- -----------------
Less cost of units redeemed:
Administrative charges.............................................................. 29,037 28,002
Policy loans........................................................................ 519 760
Surrender benefits.................................................................. 8,795,944 6,957,926
Death benefits...................................................................... 682,261 247,007
----------------- -----------------
9,507,761 7,233,695
----------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions......................................................... (15,410,726) 21,371,081
----------------- -----------------
Net increase (decrease) in equity accounts.......................................... (13,722,558) 22,375,477
EQUITY ACCOUNTS:
Beginning of period................................................................... 55,318,075 32,942,598
----------------- -----------------
End of period......................................................................... $ 41,595,517 $ 55,318,075
===================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
9
<PAGE> 57
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
MONEY MARKET SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 12.29 $ 12.03 $ 11.89 $ 11.68 $ 11.24
Income from operations:
Net investment income (loss)................ .51 .26 .14 .21 .44
Net realized and unrealized
gain (loss) on investments................ .00 .00 .00 .00 .00
-------- -------- -------- -------- --------
Total income (loss) from operations....... .51 .26 .14 .21 .44
-------- -------- -------- -------- --------
Accumulation unit value, end of period.......... $ 12.80 $ 12.29 $ 12.03 $ 11.89 $ 11.68
========= ========= ========= ========= =========
Total return.................................... 4.12% 2.22% 1.16% 1.77% 3.97%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 41,596 $ 55,318 $ 32,943 $ 41,133 $ 29,003
Ratio of net investment income (loss)
to average net assets....................... 4.03% 2.28% 1.15% 1.73% 3.80%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
10
<PAGE> 58
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
BOND SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Bond Portfolio
(4,763,081.349 shares;
cost $ 54,107,222).................. $ 54,038,141
Accrued transfers from (to)
depositor - net....................... 71,024
------------------
Total assets........................ 54,109,165
------------------
LIABILITIES:.............................. 0
------------------
Total net assets.................... $ 54,109,165
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Bond sub-account
(2,954,875.125798 units;
$ 18.311828 unit value)............. $ 54,109,165
------------------
Total equity........................ $ 54,109,165
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 3,087,548
Capital gain distributions............... 0
-----------------
3,087,548
EXPENSES:
Mortality and expense risk charges....... 623,991
-----------------
Net investment income (loss)........... 2,463,557
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... (1,060,268)
Change in unrealized appreciation
(depreciation)......................... 8,234,058
-----------------
Net gain (loss) on investments......... 7,173,790
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 9,637,347
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss)........................................................... $ 2,463,557 $ 2,616,153
Net gain (loss) on investments......................................................... 7,173,790 (7,794,071)
---------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations............................................................ 9,637,347 (5,177,918)
---------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed).................................................... 2,542,773 (9,743,986)
---------------- -----------------
Less cost of units redeemed:
Administrative charges............................................................... 44,441 48,686
Policy loans......................................................................... 22,037 4,160
Surrender benefits................................................................... 4,815,578 4,058,706
Death benefits....................................................................... 381,877 257,005
---------------- -----------------
5,263,933 4,368,557
---------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions.......................................................... (2,721,160) (14,112,543)
---------------- -----------------
Net increase (decrease) in equity accounts........................................... 6,916,187 (19,290,461)
EQUITY ACCOUNTS:
Beginning of period.................................................................... 47,192,978 66,483,439
---------------- -----------------
End of period.......................................................................... $ 54,109,165 $ 47,192,978
================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
11
<PAGE> 59
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
BOND SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 15.08 $ 16.40 $ 14.65 $ 13.89 $ 11.83
Income from operations:
Net investment income (loss)................ .83 .72 1.67 1.16 1.04
Net realized and unrealized
gain (loss) on investments................ 2.40 (2.04) .08 (.40) 1.02
-------- -------- -------- -------- --------
Total income (loss) from operations....... 3.23 (1.32) 1.75 .76 2.06
-------- -------- -------- -------- --------
Accumulation unit value, end of period.......... $ 18.31 $ 15.08 $ 16.40 $ 14.65 $ 13.89
========= ========= ========= ========= =========
Total return.................................... 21.46% (8.10)% 11.97% 5.44% 17.44%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 54,109 $ 47,193 $ 66,483 $ 52,234 $ 19,312
Ratio of net investment income (loss)
to average net assets....................... 4.94% 4.69% 10.94% 8.18% 8.31%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
12
<PAGE> 60
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Growth Portfolio
(16,827,386.954 shares;
cost $ 438,588,789)................. $ 532,767,521
Accrued transfers from (to)
depositor - net....................... (121,483)
-----------------
Total assets........................ 532,646,038
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 532,646,038
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Growth sub-account
(18,708,617.688150 units;
$ 28.470625 unit value)............. $ 532,646,038
-----------------
Total equity........................ $ 532,646,038
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 2,488,933
Capital gain distributions............... 48,647,538
-----------------
51,136,471
EXPENSES:
Mortality and expense risk charges....... 5,775,649
-----------------
Net investment income (loss)........... 45,360,822
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... 4,749,510
Change in unrealized appreciation
(depreciation)......................... 120,164,496
-----------------
Net gain (loss) on investments......... 124,914,006
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 170,274,828
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss).......................................................... $ 45,360,822 $ (1,301,894)
Net gain (loss) on investments........................................................ 124,914,006 (46,374,872)
----------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations........................................................... 170,274,828 (47,676,766)
----------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed)................................................... (5,005,493) (80,247,889)
----------------- -----------------
Less cost of units redeemed:
Administrative charges.............................................................. 506,610 579,977
Policy loans........................................................................ 248,376 117,526
Surrender benefits.................................................................. 39,094,973 33,824,544
Death benefits...................................................................... 2,653,999 2,696,139
----------------- -----------------
42,503,958 37,218,186
----------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions......................................................... (47,509,451) (117,466,075)
----------------- -----------------
Net increase (decrease) in equity accounts.......................................... 122,765,377 (165,142,841)
EQUITY ACCOUNTS:
Beginning of period................................................................... 409,880,661 575,023,502
----------------- -----------------
End of period......................................................................... $ 532,646,038 $ 409,880,661
=================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
13
<PAGE> 61
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------------------------------------------
1995 1994 1993 1992
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 19.60 $ 21.64 $ 21.07 $ 20.85
Income from operations:
Net investment income (loss)................ 2.35 (.06) .20 .80
Net realized and unrealized
gain (loss) on investments................ 6.52 (1.98) .37 (.58)
--------- --------- --------- ---------
Total income (loss) from operations....... 8.87 (2.04) .57 .22
--------- --------- --------- ---------
Accumulation unit value, end of period.......... $ 28.47 $ 19.60 $ 21.64 $ 21.07
========== ========== ========== ==========
Total return.................................... 45.29% (9.45)% 2.69% 1.07%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 532,646 $ 409,881 $ 575,024 $ 555,268
Ratio of net investment income (loss)
to average net assets....................... 9.81% (.28)% .99% 4.07%
<CAPTION>
1991
---------
<S> <C>
Accumulation unit value, beginning of period.... $ 13.21
Income from operations:
Net investment income (loss)................ 1.61
Net realized and unrealized
gain (loss) on investments................ 6.03
---------
Total income (loss) from operations....... 7.64
---------
Accumulation unit value, end of period.......... $ 20.85
==========
Total return.................................... 57.82%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 284,934
Ratio of net investment income (loss)
to average net assets....................... 9.65%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
14
<PAGE> 62
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Short-to-Intermediate Government
Portfolio
(875,983.121 shares;
cost $ 8,891,603)................... $ 9,124,337
Accrued transfers from (to)
depositor - net....................... 88,500
-----------------
Total assets........................ 9,212,837
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 9,212,837
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Short-to-Intermediate Government
sub-account
(806,119.346605 units;
$ 11.428626 unit value)............. $ 9,212,837
-----------------
Total equity........................ $ 9,212,837
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 488,938
Capital gain distributions............... 0
-----------------
488,938
EXPENSES:
Mortality and expense risk charges....... 104,557
-----------------
Net investment income (loss)........... 384,381
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... (41,529)
Change in unrealized appreciation
(depreciation)......................... 612,756
-----------------
Net gain (loss) on investments......... 571,227
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 955,608
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss).......................................................... $ 384,381 $ 330,663
Net gain (loss) on investments........................................................ 571,227 (502,248)
----------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations........................................................... 955,608 (171,585)
----------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed)................................................... 1,015,750 (769,424)
----------------- -----------------
Less cost of units redeemed:
Administrative charges.............................................................. 5,833 4,450
Policy loans........................................................................ 0 0
Surrender benefits.................................................................. 369,692 297,964
Death benefits...................................................................... 218,964 55,618
----------------- -----------------
594,489 358,032
----------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions......................................................... 421,261 (1,127,456)
----------------- -----------------
Net increase (decrease) in equity accounts.......................................... 1,376,869 (1,299,041)
Depositor's equity contribution (redemption).......................................... 0 (875,032)
EQUITY ACCOUNTS:
Beginning of period................................................................... 7,835,968 10,010,041
----------------- -----------------
End of period......................................................................... $ 9,212,837 $ 7,835,968
=================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
15
<PAGE> 63
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------------------
1995 1994 1993 1992+
------- ------- -------- -------
<S> <C> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 10.19 $ 10.36 $ 10.04 $ 10.00
Income from operations:
Net investment income (loss)................ .49 .37 .21 .01
Net realized and unrealized
gain (loss) on investments................ .75 (.54) .11 .03
------- ------- -------- -------
Total income (loss) from operations....... 1.24 (.17) .32 .04
------- ------- -------- -------
Accumulation unit value, end of period.......... $ 11.43 $ 10.19 $ 10.36 $ 10.04
======== ======== ========= ========
Total return.................................... 12.13% (1.66)% 3.28% .36%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 9,213 $ 7,836 $ 10,010 $ 853
Ratio of net investment income (loss)
to average net assets....................... 4.59% 3.67% 2.08% .14%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date of this sub-account was December 3, 1992. The total return
and ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
16
<PAGE> 64
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
GLOBAL SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Global Portfolio
(9,113,533.860 shares;
cost $ 124,272,023).................. $ 141,402,512
Accrued transfers from (to)
depositor - net........................ 22,545
---------------
Total assets......................... 141,425,057
---------------
LIABILITIES:............................... 0
---------------
Total net assets..................... $ 141,425,057
==================
EQUITY ACCOUNTS:
Contract Owners' equity:
Global sub-account
(8,682,450.905897 units;
$ 16.288610 unit value).............. $ 141,425,057
---------------
Total equity......................... $ 141,425,057
==================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
INVESTMENT INCOME:
<S> <C>
Dividend income.......................... $ 164,016
Capital gain distributions............... 5,345,746
---------------
5,509,762
EXPENSES:
Mortality and expense risk charges....... 1,664,224
---------------
Net investment income (loss)........... 3,845,538
---------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... 5,914,444
Change in unrealized appreciation
(depreciation)......................... 15,487,085
---------------
Net gain (loss) on investments......... 21,401,529
---------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 25,247,067
==================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss)............................................................ $ 3,845,538 $ 4,136,089
Net gain (loss) on investments.......................................................... 21,401,529 (6,392,393)
--------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations............................................................. 25,247,067 (2,256,304)
--------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed)..................................................... (18,151,534) 84,482,429
--------------- -----------------
Less cost of units redeemed:
Administrative charges................................................................ 125,566 106,615
Policy loans.......................................................................... 93,720 58,910
Surrender benefits.................................................................... 9,634,079 6,378,193
Death benefits........................................................................ 522,441 298,115
--------------- -----------------
10,375,806 6,841,833
--------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions........................................................... (28,527,340) 77,640,596
--------------- -----------------
Net increase (decrease) in equity accounts............................................ (3,280,273) 75,384,292
Depositor's equity contribution (redemption)............................................ 0 (343,518)
EQUITY ACCOUNTS:
Beginning of period..................................................................... 144,705,330 69,664,556
--------------- -----------------
End of period........................................................................... $ 141,425,057 $ 144,705,330
================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
17
<PAGE> 65
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
GLOBAL SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------------------------------------
1995 1994 1993 1992+
--------- --------- -------- -------
<S> <C> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 13.40 $ 13.54 $ 10.15 $ 10.00
Income from operations:
Net investment income (loss)................ .42 .45 .16 (.01)
Net realized and unrealized
gain (loss) on investments................ 2.47 (.59) 3.23 .16
--------- --------- -------- -------
Total income (loss) from operations....... 2.89 (.14) 3.39 .15
--------- --------- -------- -------
Accumulation unit value, end of period.......... $ 16.29 $ 13.40 $ 13.54 $ 10.15
========== ========== ========= ========
Total return.................................... 21.53% (0.99)% 33.34% 1.52%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 141,425 $ 144,705 $ 69,665 $ 254
Ratio of net investment income (loss)
to average net assets....................... 2.89% 3.40% 1.40% (.10)%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date of this sub-account was December 3, 1992. The total return
and ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
18
<PAGE> 66
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
EQUITY-INCOME SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Equity-Income Portfolio
(9,044,106.612 shares;
cost $ 102,470,344)................. $ 116,347,336
Accrued transfers from (to)
depositor - net....................... 27,054
-----------------
Total assets........................ 116,374,390
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 116,374,390
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Equity-Income sub-account
(8,550,696.558637 units;
$ 13.609931 unit value)............. $ 116,374,390
-----------------
Total equity........................ $ 116,374,390
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 3,065,970
Capital gain distributions............... 3,036,609
-----------------
6,102,579
EXPENSES:
Mortality and expense risk charges....... 1,272,656
-----------------
Net investment income (loss)........... 4,829,923
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... 1,372,918
Change in unrealized appreciation
(depreciation)......................... 14,883,128
-----------------
Net gain (loss) on investments......... 16,256,046
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 21,085,969
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss)......................................................... $ 4,829,923 $ 1,076,841
Net gain (loss) on investments....................................................... 16,256,046 (2,335,078)
---------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations.......................................................... 21,085,969 (1,258,237)
---------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed).................................................. 13,068,987 44,646,762
---------------- -----------------
Less cost of units redeemed:
Administrative charges............................................................. 78,077 58,295
Policy loans....................................................................... 76,572 37,072
Surrender benefits................................................................. 5,988,610 3,214,649
Death benefits..................................................................... 244,625 310,619
---------------- -----------------
6,387,884 3,620,635
---------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions........................................................ 6,681,103 41,026,127
---------------- -----------------
Net increase (decrease) in equity accounts......................................... 27,767,072 39,767,890
Depositor's equity contribution (redemption)......................................... 0 (400,244)
EQUITY ACCOUNTS:
Beginning of period.................................................................. 88,607,318 49,239,672
---------------- -----------------
End of period........................................................................ $ 116,374,390 $ 88,607,318
================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
19
<PAGE> 67
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
EQUITY-INCOME SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------
1995 1994 1993+
--------- -------- --------
<S> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 11.06 $ 11.25 $ 10.00
Income from operations:
Net investment income (loss)................ .59 .16 .16
Net realized and unrealized
gain (loss) on investments................ 1.96 (.35) 1.09
--------- -------- --------
Total income (loss) from operations....... 2.55 (.19) 1.25
--------- -------- --------
Accumulation unit value, end of period.......... $ 13.61 $ 11.06 $ 11.25
========== ========= =========
Total return.................................... 23.11% (1.77)% 12.54%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 116,374 $ 88,607 $ 49,240
Ratio of net investment income (loss)
to average net assets....................... 4.74% 1.43% 1.53%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date of this sub-account was March 1, 1993. The total return
and ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
20
<PAGE> 68
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
EMERGING GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Emerging Growth Portfolio
(7,127,118.212 shares;
cost $ 90,041,427).................. $ 115,777,426
Accrued transfers from (to)
depositor - net....................... 19,882
-----------------
Total assets........................ 115,797,308
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 115,797,308
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Emerging Growth sub-account
(7,059,546.757253 units;
$ 16.402938 unit value)............. $ 115,797,308
-----------------
Total equity........................ $ 115,797,308
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 20,806
Capital gain distributions............... 4,787,424
-----------------
4,808,230
EXPENSES:
Mortality and expense risk charges....... 1,218,578
-----------------
Net investment income (loss)........... 3,589,652
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... 2,139,113
Change in unrealized appreciation
(depreciation)......................... 29,875,610
-----------------
Net gain (loss) on investments......... 32,014,723
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 35,604,375
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss)........................................................ $ 3,589,652 $ (971,695)
Net gain (loss) on investments...................................................... 32,014,723 (6,590,759)
----------------- -----------------
Net increase (decrease) in equity accounts
resulting from operations......................................................... 35,604,375 (7,562,454)
----------------- -----------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed)................................................. 4,113,982 37,504,633
----------------- -----------------
Less cost of units redeemed:
Administrative charges............................................................ 87,206 70,986
Policy loans...................................................................... 68,066 50,329
Surrender benefits................................................................ 6,989,309 4,504,748
Death benefits.................................................................... 256,599 175,915
----------------- -----------------
7,401,180 4,801,978
----------------- -----------------
Increase (decrease) in equity accounts from
capital unit transactions....................................................... (3,287,198) 32,702,655
----------------- -----------------
Net increase (decrease) in equity accounts........................................ 32,317,177 25,140,201
Depositor's equity contribution (redemption)........................................ 0 (453,964)
EQUITY ACCOUNTS:
Beginning of period................................................................. 83,480,131 58,793,894
----------------- -----------------
End of period....................................................................... $ 115,797,308 $ 83,480,131
=================== ===================
</TABLE>
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
21
<PAGE> 69
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
EMERGING GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------
1995 1994 1993+
--------- -------- --------
<S> <C> <C> <C>
Accumulation unit value, beginning of period.... $ 11.31 $ 12.37 $ 10.00
Income from operations:
Net investment income (loss)................ .51 (.13) (.12)
Net realized and unrealized
gain (loss) on investments................ 4.58 (.93) 2.49
--------- -------- --------
Total income (loss) from operations....... 5.09 (1.06) 2.37
--------- -------- --------
Accumulation unit value, end of period.......... $ 16.40 $ 11.31 $ 12.37
========== ========= =========
Total return.................................... 44.97% (8.51)% 23.67%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 115,797 $ 83,480 $ 58,794
Ratio of net investment income (loss)
to average net assets....................... 3.68% (1.21)% (1.08)%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date of this sub-account was March 1, 1993. The total return
and ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
22
<PAGE> 70
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
AGGRESSIVE GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Aggressive Growth Portfolio
(4,955,328.270 shares;
cost $ 62,600,410)................... $ 65,659,875
Accrued transfers from (to)
depositor - net........................ 6,469
---------------
Total assets......................... 65,666,344
---------------
LIABILITIES:............................... 0
---------------
Total net assets..................... $ 65,666,344
==================
EQUITY ACCOUNTS:
Contract Owners' equity:
Aggressive Growth sub-account
(4,919,998.493700 units;
$ 13.346822 unit value).............. $ 65,666,344
---------------
Total equity......................... $ 65,666,344
==================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 231
Capital gain distributions............... 1,733,749
---------------
1,733,980
EXPENSES:
Mortality and expense risk charges....... 613,964
---------------
Net investment income (loss)........... 1,120,016
---------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... 7,737,806
Change in unrealized appreciation
(depreciation)......................... 2,288,562
---------------
Net gain (loss) on investments......... 10,026,368
---------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 11,146,384
==================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994*
<S> <C> <C>
OPERATIONS:
Net investment income (loss)........................................................... $ 1,120,016 $ (80,782)
Net gain (loss) on investments......................................................... 10,026,368 778,869
--------------- ------------------
Net increase (decrease) in equity accounts
resulting from operations............................................................ 11,146,384 698,087
--------------- ------------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed).................................................... 39,257,963 17,820,479
--------------- ------------------
Less cost of units redeemed:
Administrative charges............................................................... 33,386 5,692
Policy loans......................................................................... 6,188 13,935
Surrender benefits................................................................... 2,866,706 187,507
Death benefits....................................................................... 113,112 16,688
--------------- ------------------
3,019,392 223,822
--------------- ------------------
Increase (decrease) in equity accounts from
capital unit transactions.......................................................... 36,238,571 17,596,657
--------------- ------------------
Net increase (decrease) in equity accounts........................................... 47,384,955 18,294,744
Depositor's equity contribution (redemption)........................................... (273,355) 260,000
EQUITY ACCOUNTS:
Beginning of period.................................................................... 18,554,744 0
--------------- ------------------
End of period.......................................................................... $ 65,666,344 $ 18,554,744
================== ====================
</TABLE>
* The inception date of this sub-account was March 1, 1994.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
23
<PAGE> 71
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
AGGRESSIVE GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------
1995 1994+
-------- -------------
<S> <C> <C>
Accumulation unit value, beginning of period.... $ 9.79 $ 10.00
Income from operations:
Net investment income (loss)................ .29 (.08)
Net realized and unrealized
gain (loss) on investments................ 3.27 (.13)
-------- -------------
Total income (loss) from operations....... 3.56 (.21)
-------- -------------
Accumulation unit value, end of period.......... $ 13.35 $ 9.79
========= ==============
Total return.................................... 36.31% (2.08)%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 65,666 $ 18,555
Ratio of net investment income (loss)
to average net assets....................... 2.28% (.87)%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date of this sub-account was March 1, 1994. The total return and
ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
24
<PAGE> 72
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
BALANCED SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Balanced Portfolio
(1,062,225.463 shares;
cost $ 10,392,463).................. $ 11,296,250
Accrued transfers from (to) depositor -
net................................. 46,390
-----------------
Total assets........................ 11,342,640
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 11,342,640
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Balanced sub-account
(1,005,549.334847 units;
$ 11.060063 unit value)............. $ 11,121,439
Depositors' equity:
Balanced sub-account
(20,000.000000 units;
$ 11.060063 unit value)............. 221,201
-----------------
Total equity........................ $ 11,342,640
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 392,147
Capital gain distributions............... 0
-----------------
392,147
EXPENSES:
Mortality and expense risk charges....... 119,413
-----------------
Net investment income (loss)........... 272,734
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... (73,146)
Change in unrealized appreciation
(depreciation)......................... 1,427,476
-----------------
Net gain (loss) on investments......... 1,354,330
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 1,627,064
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994*
<S> <C> <C>
OPERATIONS:
Net investment income (loss)......................................................... $ 272,734 $ 119,119
Net gain (loss) on investments....................................................... 1,354,330 (551,576)
----------------- ------------------
Net increase (decrease) in equity accounts
resulting from operations.......................................................... 1,627,064 (432,457)
----------------- ------------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed).................................................. 1,328,562 9,787,082
----------------- ------------------
Less cost of units redeemed:
Administrative charges............................................................. 7,018 2,320
Policy loans....................................................................... 2,452 0
Surrender benefits................................................................. 967,365 157,239
Death benefits..................................................................... 15,181 16,036
----------------- ------------------
992,016 175,595
----------------- ------------------
Increase (decrease) in equity accounts from
capital unit transactions........................................................ 336,546 9,611,487
----------------- ------------------
Net increase (decrease) in equity accounts......................................... 1,963,610 9,179,030
Depositor's equity contribution (redemption)......................................... 0 200,000
EQUITY ACCOUNTS:
Beginning of period................................................................ 9,379,030 0
----------------- ------------------
End of period...................................................................... $ 11,342,640 $ 9,379,030
=================== ====================
</TABLE>
* The inception date of this sub-account was March 1, 1994.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
25
<PAGE> 73
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
BALANCED SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1995 1994+
-------- -------
<S> <C> <C>
Accumulation unit value, beginning of period.... $ 9.35 $ 10.00
Income from operations:
Net investment income (loss)................ .29 .21
Net realized and unrealized
gain (loss) on investment................. 1.42 (.86)
-------- -------
Total income (loss) from operations....... 1.71 (.65)
-------- -------
Accumulation unit value, end of period.......... $ 11.06 $ 9.35
========= ========
Total return.................................... 18.31% (6.52)%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 11,343 $ 9,379
Ratio of net investment income (loss)
to average net assets....................... 2.85% 2.19%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date for this sub-account was March 1, 1994. The total return
and ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
26
<PAGE> 74
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
UTILITY SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Utility Portfolio
(1,068,985.043 shares;
cost $ 10,790,356).................. $ 11,891,030
Accrued transfers from (to)
depositor - net....................... (717)
-----------------
Total assets........................ 11,890,313
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 11,890,313
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Utility sub-account
(995,802.519903 units;
$ 11.705339 unit value)............. $ 11,656,206
Depositors' equity:
Utility sub-account
(20,000.000000 units;
$ 11.705339 unit value)............. 234,107
-----------------
Total equity........................ $ 11,890,313
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT INCOME: DECEMBER 31, 1995
<S> <C>
Dividend income.......................... $ 395,129
Capital gain distributions............... 89,266
-----------------
484,395
EXPENSES:
Mortality and expense risk charges....... 109,747
-----------------
Net investment income (loss)........... 374,648
-----------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions........................... 184,548
Change in unrealized appreciation
(depreciation)......................... 1,290,359
-----------------
Net gain (loss) on investments......... 1,474,907
-----------------
Net increase (decrease) in equity
accounts resulting from
operations......................... $ 1,849,555
===================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994*
<S> <C> <C>
OPERATIONS:
Net investment income (loss)...................................................... $ 374,648 $ 96,446
Net gain (loss) on investments.................................................... 1,474,907 (215,857)
----------------- -------------------
Net increase (decrease) in equity accounts
resulting from operations....................................................... 1,849,555 (119,411)
----------------- -------------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed)............................................... 5,047,279 5,527,578
----------------- -------------------
Less cost of units redeemed:
Administrative charges.......................................................... 5,178 1,365
Policy loans.................................................................... 3,519 0
Surrender benefits.............................................................. 491,819 84,844
Death benefits.................................................................. 12,014 15,949
----------------- -------------------
512,530 102,158
----------------- -------------------
Increase (decrease) in equity accounts from
capital unit transactions..................................................... 4,534,749 5,425,420
----------------- -------------------
Net increase (decrease) in equity accounts...................................... 6,384,304 5,306,009
Depositor's equity contribution (redemption)...................................... 0 200,000
EQUITY ACCOUNTS:
Beginning of period............................................................... 5,506,009 0
----------------- -------------------
End of period..................................................................... $ 11,890,313 $ 5,506,009
=================== ====================
</TABLE>
* The inception date of this sub-account was March 1, 1994.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
27
<PAGE> 75
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
UTILITY SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------
1995 1994+
-------- -----------
<S> <C> <C>
Accumulation unit value, beginning of period.... $ 9.46 $ 10.00
Income from operations:
Net investment income (loss)................ .45 .32
Net realized and unrealized
gain (loss) on investment................. 1.80 (.86)
-------- -----------
Total income (loss) from operations....... 2.25 (.54)
-------- -----------
Accumulation unit value, end of period.......... $ 11.71 $ 9.46
========= =============
Total return.................................... 23.70% (5.37)%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 11,890 $ 5,506
Ratio of net investment income (loss)
to average net assets....................... 4.26% 3.39%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception date for this sub-account was March 1, 1994. The total return
and ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
28
<PAGE> 76
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
TACTICAL ASSET ALLOCATION SUB-ACCOUNT
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
<TABLE>
<CAPTION>
ASSETS: DECEMBER 31, 1995
<S> <C>
Investments, at net asset value:
WRL Series Fund, Inc.:
Tactical Asset Allocation Portfolio
(3,043,449.777 shares;
cost $ 32,640,869).................. $ 34,976,238
Accrued transfers from (to)
depositor - net....................... (66,294)
-----------------
Total assets........................ 34,909,944
-----------------
LIABILITIES:.............................. 0
-----------------
Total net assets.................... $ 34,909,944
===================
EQUITY ACCOUNTS:
Contract Owners' equity:
Tactical Asset Allocation
sub-account (2,943,255.419068 units;
$ 11.860997 unit value)............. $ 34,909,944
-----------------
Total equity........................ $ 34,909,944
===================
</TABLE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD ENDED
INVESTMENT INCOME: DECEMBER 31, 1995*
<S> <C>
Dividend income......................... $ 710,681
Capital gain distributions.............. 634,971
------------------
1,345,652
EXPENSES:
Mortality and expense risk charges...... 258,372
------------------
Net investment income (loss).......... 1,087,280
------------------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) from securities
transactions.......................... 258,822
Change in unrealized appreciation
(depreciation)........................ 2,335,369
------------------
Net gain (loss) on investments........ 2,594,191
------------------
Net increase (decrease) in equity
accounts resulting from
operations........................ $ 3,681,471
====================
</TABLE>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31, 1995*
<S> <C>
OPERATIONS:
Net investment income (loss)................................................................................. $ 1,087,280
Net gain (loss) on investments............................................................................... 2,594,191
------------------
Net increase (decrease) in equity accounts
resulting from operations.................................................................................. 3,681,471
------------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed).......................................................................... 32,279,325
------------------
Less cost of units redeemed:
Administrative charges..................................................................................... 10,562
Policy loans............................................................................................... 34,893
Surrender benefits......................................................................................... 983,608
Death benefits............................................................................................. 14,621
------------------
1,043,684
------------------
Increase (decrease) in equity accounts from
capital unit transactions................................................................................ 31,235,641
------------------
Net increase (decrease) in equity accounts................................................................. 34,917,112
Depositor's equity contribution (redemption)............................................................... (7,168)
EQUITY ACCOUNTS:
Beginning of period.......................................................................................... 0
------------------
End of period................................................................................................ $ 34,909,944
====================
</TABLE>
* The inception date of this sub-account was January 3, 1995.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
29
<PAGE> 77
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
TACTICAL ASSET ALLOCATION SUB-ACCOUNT
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
DECEMBER 31
-----------
1995+
-----------
<S> <C>
Accumulation unit value, beginning of period.... $ 10.00
Income from operations:
Net investment income (loss)................ .58
Net realized and unrealized
gain (loss) on investments................ 1.28
-----------
Total income (loss) from operations....... 1.86
-----------
Accumulation unit value, end of period.......... $ 11.86
=============
Total return.................................... 18.61%
Ratios and supplemental data:
Net assets at end of period (in thousands).... $ 34,910
Ratio of net investment income (loss)
to average net assets....................... 5.25%
</TABLE>
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period.
+ The inception of this sub-account was January 3, 1995. The total return and
ratio of net investment income to average net assets are not annualized.
The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
30
<PAGE> 78
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1995
NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
The WRL Series Annuity Account (the "Annuity Account") was established as a
variable accumulation deferred annuity separate account of Western Reserve Life
Assurance Co. of Ohio ("WRL") and is registered as a unit investment trust
("Trust") under the Investment Company Act of 1940, as amended. The Annuity
Account encompasses various contract types: the WRL Freedom Variable Annuity and
the WRL Freedom Attainer ("Annuity #1"); the WRL Freedom Bellwether and the WRL
Freedom Conqueror ("Annuity #2"). Each contains eleven investment options
referred to as sub-accounts. Each sub-account invests in the corresponding
portfolio of the WRL Series Fund, Inc. (the "Fund"), a registered management
investment company under the Investment Company Act of 1940, as amended. These
portfolios and their respective investment management organizations are as
follows:
<TABLE>
<CAPTION>
PORTFOLIO INVESTMENT MANAGER
- ---------------------- ------------------------------
<S> <C>
Money Market Janus Capital Corporation
("JCC")
Bond JCC
Growth JCC
Short-to-Intermediate AEGON USA Investment
Government Management, Inc. ("AEGON
Management")
Global JCC
Equity-Income Luther King Capital Management
Corporation
Emerging Growth Van Kampen American Capital
Asset Management, Inc.
Aggressive Growth Fred Alger Management, Inc.
Balanced AEGON Management
Utility Federated Investment
Counseling
Tactical Asset Dean Investment Associates
Allocation
</TABLE>
WRL and AEGON Management are indirectly wholly-owned subsidiaries of AEGON
USA, Inc., which is an indirect wholly-owned subsidiary of AEGON nv, a
Netherlands corporation.
On January 3, 1995, WRL made an initial contribution of $150,000 to the
Annuity Account, Tactical Asset Allocation sub-account, for which WRL received
15,000.000000 units. On April 20, 1995, WRL redeemed the initial contribution in
the Annuity Account, Tactical Asset Allocation sub-account, for $157,168.
Annuity #1 sub-accounts hold assets to support the benefits under certain
flexible payment variable accumulation deferred annuity contracts (the
"Contracts") issued by WRL, which issued the first of such Contracts on February
24, 1989. The Annuity Account equity transactions are accounted for using the
appropriate effective date at the corresponding accumulation unit value.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
The following significant accounting policies, which are in conformity with
generally accepted accounting principles for unit investment trusts, have been
consistently used in preparation of the Trust's financial statements.
A. VALUATION OF INVESTMENTS
The investments in the Fund's shares are stated at the closing net asset
value ("NAV") per share as determined by the Fund on December 31, 1995.
Investment transactions are accounted for on the trade date, using the Fund
NAV next determined after receipt of sale or redemption order without sales
charges. Dividend income and capital gain distributions are recorded on the
ex-dividend date. The cost of investments sold is determined on a first-in,
first-out basis.
B. FEDERAL INCOME TAXES
The operations of the Annuity Account are a part of and are taxed with the
total operations of WRL, which is taxed as a life insurance company under
the Internal Revenue Code. Under current law, the investment income of the
Annuity Account, including realized and unrealized capital gains, is not
taxable to WRL. Accordingly, no provision for Federal income taxes has been
made.
- --------------------------------------------------------------------------------
31
<PAGE> 79
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
NOTE 2 - CHARGES AND DEDUCTIONS
Charges are assessed by WRL in connection with issuance and administration
of the Contracts.
A. CONTRACT CHARGES
No deduction for sales expenses are made from the purchase payments. A
contingent deferred sales charge may, however, be assessed against contract
values when withdrawn or surrendered.
On each anniversary through maturity date, WRL will deduct an annual
contract charge as partial compensation for providing administrative
services under the Contracts.
B. ANNUITY #1 SUB-ACCOUNTS CHARGES
A daily charge equal to an annual rate of 1.25% of average daily net assets
is assessed to compensate WRL for assumption of mortality and expense risks
and administrative services in connection with issuance and administration
of the Contracts. This charge (not assessed at the individual contract
level) effectively reduces the value of a unit outstanding during the year.
NOTE 3 - DIVIDENDS AND DISTRIBUTIONS
Dividends of the Fund's Money Market Portfolio are declared daily and
reinvested monthly. Dividends of the remaining portfolios are declared and
reinvested semi-annually, while capital gain distributions are declared and
reinvested annually. Dividends and distributions of the Fund are generally paid
to and reinvested by the Annuity Account the next business day after
declaration.
NOTE 4 - OTHER MATTERS
As of December 31, 1995 the equity accounts include net unrealized
appreciation (depreciation) on investments as follows:
<TABLE>
<S> <C>
SUB-ACCOUNT
Money Market........................... $ n/a
Bond................................... (69,081)
Growth................................. 94,178,732
Short-to-Intermediate Government....... 232,734
Global................................. 17,130,489
Equity-Income.......................... 13,876,992
Emerging Growth........................ 25,735,999
Aggressive Growth...................... 3,059,465
Balanced............................... 903,787
Utility................................ 1,100,674
Tactical Asset Allocation.............. 2,335,369
</TABLE>
- --------------------------------------------------------------------------------
32
<PAGE> 80
Report of Independent Auditors
The Board of Directors
Western Reserve Life Assurance Co. of Ohio
We have audited the accompanying statutory-basis balance sheets of Western
Reserve Life Assurance Co. of Ohio as of December 31, 1995 and 1994, and the
related statutory-basis statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended
December 31, 1995. Our audits also included the statutory-basis financial
statement schedules required by Regulation S-X, Article 7. These financial
statements and schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We did not audit the "Separate Account Assets" and "Separate
Account Liabilities" in the balance sheet of the Company. The Separate Account
financial statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the data included
for the Separate Account, is based solely upon the reports of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.
The Company presents its financial statements in conformity with the accounting
practices prescribed or permitted by the Insurance Department of the State of
Ohio. The variances between such practices and generally accepted accounting
principles are described in Note 1. The effects of these variances are not
reasonably determinable but we believe they are material.
In our opinion, because of the materiality of the effects of the variances
between generally accepted accounting principles and the accounting practices
referred to in the preceding paragraph, the financial statements referred to
above are not intended to and do not present fairly, in conformity with
generally accepted accounting principles, the financial position of Western
Reserve Life Assurance Co. of Ohio at December 31, 1995 and 1994, or the
results of its operations or its cash flows for each of the three years in the
period ended December 31, 1995.
33
<PAGE> 81
In addition, in our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Western Reserve Life Assurance Co.
of Ohio at December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995 in conformity with accounting practices prescribed or permitted by the
Insurance Department of the State of Ohio. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
statutory-basis financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
ERNST & YOUNG LLP
Des Moines, Iowa
February 23, 1996
34
<PAGE> 82
Western Reserve Life Assurance Co. of Ohio
Balance Sheets - Statutory Basis
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
-------------------------
<S> <C> <C>
ADMITTED ASSETS
Cash and invested assets:
Cash and short-term investments $ 4,999 $ 46,722
Bonds 452,474 423,758
Stocks:
Preferred, at market (cost: $78 in 1994) - 14
Common, at market (cost: $473 in 1995 and
$1,944 in 1994) 834 2,541
Mortgage loans on real estate 6,181 9,539
Home office properties, at cost less
accumulated depreciation ($1,505 in 1995
and $1,358 in 1994) 5,121 4,818
Policy loans 37,125 27,520
------------------------
Total cash and invested assets 506,734 514,912
Premiums deferred and uncollected 1,787 1,763
Accrued investment income 7,565 7,505
Receivable from affiliates 4,337 481
Other assets 4,264 3,504
Separate account assets 2,419,205 1,596,736
------------------------
Total admitted assets $2,943,892 $2,124,901
========================
</TABLE>
See accompanying notes.
35
<PAGE> 83
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
-------------------------
<S> <C> <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Aggregate reserves for policies and contracts:
Life $ 73,163 $ 84,689
Annuity 319,353 314,124
Policy and contract claim reserves 6,612 5,119
Other policyholders' funds 2,384 2,495
Remittances and items not allocated 5,136 4,613
Federal income taxes payable 1,417 96
Asset valuation reserve 5,590 8,491
Interest maintenance reserve 6,392 6,720
Payable to affiliate - 674
Other liabilities 10,102 8,239
Separate account liabilities 2,415,804 1,594,621
------------------------
Total liabilities 2,845,953 2,029,881
Commitments and contingencies
Capital and surplus:
Common stock, $1.00 par value, 1,500 shares
authorized, issued and outstanding 1,500 1,500
Paid-in surplus 68,015 68,015
Unassigned surplus 28,424 25,505
------------------------
Total capital and surplus 97,939 95,020
------------------------
Total liabilities and capital and surplus $2,943,892 $2,124,901
========================
</TABLE>
See accompanying notes.
36
<PAGE> 84
Western Reserve Life Assurance Co. of Ohio
Statements of Operations - Statutory Basis
(Dollars in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994 1993
--------------------------------------
<S> <C> <C> <C>
Revenues:
Premiums and other considerations, net of
reinsurance:
Life $ 191,508 $ 150,991 $ 107,008
Annuity 378,390 449,141 449,361
Net investment income 40,891 40,139 46,197
Amortization of interest maintenance reserve 882 726 618
Commissions and expense allowances on
reinsurance ceded 11 12 14
Other income 8,237 6,354 4,322
----------------------------------
619,919 647,363 607,520
Benefits and expenses:
Benefits paid or provided for:
Death, surrender and other life insurance
and annuity benefits 243,658 230,511 111,785
Increase (decrease) in aggregate reserves
for policies and contracts:
Life (15,023) (11,332) (4,259)
Annuity 5,229 (78,590) (12,486)
----------------------------------
233,864 140,589 95,040
Insurance expenses:
Net transfers to separate accounts 242,427 386,174 414,357
Commissions 82,903 78,168 60,975
General insurance expenses 37,246 33,100 24,701
Taxes, licenses and fees 8,919 5,931 5,682
----------------------------------
371,495 503,373 505,715
----------------------------------
605,359 643,962 600,755
----------------------------------
Gain from operations before federal income
taxes and realized capital gains (losses)
on investments 14,560 3,401 6,765
Federal income tax expense 8,917 3,406 4,206
----------------------------------
Gain (loss) from operations before realized
capital gains (losses) on investments 5,643 (5) 2,559
Net realized capital gains (losses) on
investments (net of related federal income
taxes and amounts transferred to interest
maintenance reserve) (1,678) (1,133) 2,348
----------------------------------
Net income (loss) $ 3,965 $ (1,138) $ 4,907
==================================
</TABLE>
See accompanying notes.
37
<PAGE> 85
Western Reserve Life Assurance Co. of Ohio
Statements of Changes in Capital and Surplus - Statutory Basis
(Dollars in thousands)
<TABLE>
<CAPTION>
Additional Total
Common Paid-In Unassigned Capital and
Stock Capital Surplus Surplus
--------------------------------------------
<S> <C> <C> <C> <C>
Balance at January 1, 1993 $1,500 $23,015 $19,109 $43,624
Net income for 1993 - - 4,907 4,907
Net unrealized capital gains - - 1,503 1,503
Decrease in non-admitted assets - - 5,535 5,535
Increase in asset valuatio reserves - - (1,706) (1,706)
Increase in surplus in separate accounts - - 633 633
Dividend to stockholder - - (5,600) (5,600)
Other adjustments - - 513 513
-------------------------------------------
Balance at December 31, 1993 1,500 23,015 24,894 49,409
Capital contribution - 45,000 - 45,000
Net loss for 1994 - - (1,138) (1,138)
Net unrealized capital losses - - (9) (9)
Decrease in non-admitted assets - - 368 368
Decrease in asset valuation reserves - - 4,321 4,321
Decrease in surplus in separate accounts - - (748) (748)
Other adjustments - - (2,183) (2,183)
-------------------------------------------
Balance at December 31, 1994 1,500 68,015 25,505 95,020
Net income for 1995 - - 3,965 3,965
Net unrealized capital losses - - (500) (500)
Decrease in non-admitted assets - - 903 903
Decrease in asset valuation reserve - - 2,901 2,901
Decrease in surplus in separate accounts - - 541 541
Change in reserve valuation - - (3,496) (3,496)
Other adjustments - - (1,395) (1,395)
-------------------------------------------
Balance at December 31, 1995 $1,500 $68,015 $28,424 $97,939
===========================================
</TABLE>
See accompanying notes.
38
<PAGE> 86
Western Reserve Life Assurance Co. of Ohio
Statements of Cash Flows - Statutory Basis
(Dollars in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994 1993
---------------------------------
<S> <C> <C> <C>
SOURCES OF CASH
Premiums and other considerations, net of reinsurance $569,934 $600,405 $556,353
Net investment income 42,359 41,977 47,424
Other income 8,052 6,311 4,245
------------------------------
620,345 648,693 608,022
Life claims (16,759) (14,660) (12,820)
Surrender benefits and other fund withdrawals (206,250) (196,169) (81,902)
Other benefits to policyholders (19,041) (18,251) (17,385)
Commissions, other expenses and taxes (128,314) (119,755) (92,572)
Dividends to policyholders (26) (22) (44)
Federal income taxes (7,531) (3,378) (3,573)
Net increase in policy loans (9,605) (4,496) (4,686)
Net transfers to separate accounts (242,427) (386,174) (414,357)
------------------------------
Net cash used by operations (9,608) (94,212) (19,317)
Proceeds from investments sold, matured or repaid:
Bonds and redeemable preferred stock 108,554 99,241 203,547
Common stocks 2,108 80,066 81,391
Mortgage loans on real estate 1,954 132 764
Real estate - - 109
Miscellaneous - (28) -
------------------------------
Total cash from investments 112,616 179,411 285,811
Capital contribution - 45,000 -
Other sources 2,830 6,135 5,899
------------------------------
Total sources of cash 105,838 136,334 272,393
APPLICATIONS OF CASH
Cost of investments acquired:
Bonds and redeemable preferred stock 139,402 47,214 165,967
Common stocks 589 65,911 82,767
Mortgage loans on real estate 6 1,004 290
Real estate 449 37 478
------------------------------
Total investments acquired 140,446 114,166 249,502
Dividend to stockholder - - 5,600
Other applications, net 7,115 6,086 1,959
------------------------------
Total applications of cash 147,561 120,252 257,061
------------------------------
Net change in cash and short-term investments (41,723) 16,082 15,332
Cash and short-term investments at beginning of year 46,722 30,640 15,308
------------------------------
Cash and short-term investments at end of year $ 4,999 $ 46,722 $ 30,640
==============================
</TABLE>
See accompanying notes.
39
<PAGE> 87
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis
(Dollars in thousands)
December 31, 1995
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Western Reserve Life Assurance Co. of Ohio ("the Company") is a stock life
insurance company and is a wholly-owned subsidiary of First AUSA Life Insurance
Company which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is a wholly-owned subsidiary of AEGON nv, a holding company
organized under the laws of the Netherlands.
NATURE OF BUSINESS
The Company operates predominantly in the variable universal life and variable
annuity areas of the life insurance business. The Company is licensed in 49
states and the District of Columbia. Sales of the Company's products are
through financial planners, independent representatives, financial institutions
and stockbrokers. The majority of the Company's new life insurance written and
a substantial portion of new annuities written is done through one marketing
organization; the Company expects to maintain this relationship for the
foreseeable future.
BASIS OF PRESENTATION
The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates and
assumptions could change in the future as more information becomes known, which
could impact the amounts reported and disclosed herein.
The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Insurance Department of the
State of Ohio, which practices differ in some respects from generally accepted
accounting principles. The more significant of these differences are as
follows: (a) bonds are generally carried at amortized cost rather than
segregating the portfolio into held-to-maturity (carried at amortized cost),
available-for-sale (carried at fair value), and trading (carried at fair value)
classifications; (b) acquisition costs of acquiring new business are charged to
current operations as incurred rather than deferred and amortized over the life
of the policies; (c) policy reserves on traditional life products are based on
statutory mortality rates and interest which may differ from reserves based on
reasonable assumptions of expected mortality, interest, and withdrawals which
include a provision for possible unfavorable deviation from such assumptions;
(d) policy reserves on certain investment products use discounting
methodologies utilizing statutory interest rates rather than full account
values; (e) reinsurance amounts are netted against the corresponding receivable
or payable rather than shown as gross amounts on the balance sheet; (f)
deferred income taxes are not provided for the difference between the financial
statement and income tax bases of assets and liabilities; (g) net realized
gains or losses attributed to changes in the
40
<PAGE> 88
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
level of interest rates in the market are deferred and amortized over the
remaining life of the bond or mortgage loan, rather than recognized as gains or
losses in the statement of operations when the sale is completed; (h) declines
in the estimated realizable value of investments are provided for through the
establishment of a formula-determined statutory investment reserve (carried as
a liability) changes to which are charged directly to surplus, rather than
through recognition in the statement of operations for declines in value, when
such declines are judged to be other than temporary; (i) certain assets
designated as "non-admitted assets" have been charged to surplus rather than
being reported as assets; (j) revenues for universal life and investment
products consist of premiums received rather than policy charges for the cost
of insurance, policy administration charges, amortization of policy initiation
fees and surrender charges assessed; and (k) pension expense is recorded as
amounts are paid. The effects of these variances have not been determined by
the Company.
The National Association of Insurance Commissioners (NAIC) currently is in the
process of recodifying statutory accounting practices, the result of which is
expected to constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be completed in
1996, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the
Company uses to prepare its statutory-basis financial statements.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with remaining maturities of one year or less when purchased
to be cash equivalents. This amount includes $6,500 of short-term intercompany
notes receivable at December 31, 1995.
INVESTMENTS
Investments in bonds (except those to which the Securities Valuation Office of
the NAIC has ascribed a value), mortgage loans on real estate and short-term
investments are reported at cost adjusted for amortization of premiums and
accrual of discounts. Amortization is computed using methods which result in a
level yield over the expected life of the security. The Company reviews its
prepayment assumptions on mortgage and other asset backed securities at regular
intervals and adjusts amortization rates prospectively when such assumptions
are changed due to experience and/or expected future patterns. Investments in
preferred stocks in good standing are reported at cost. Investments in
preferred stocks not in good standing are reported at the lower of cost or
market. Common stocks are carried at market and include shares of mutual funds
(money market and other). Real estate is reported at cost less allowances for
depreciation. Depreciation is computed principally by the straight-line
method. Policy loans are reported at unpaid principal. Other "admitted assets"
are valued, principally at cost, as required or permitted by Ohio Insurance
Laws.
41
<PAGE> 89
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for
anticipated losses in the event of default by issuers of certain invested
assets. These amounts are determined using a formula prescribed by the NAIC
and are reported as a liability. The formula for the AVR provides for a
corresponding adjustment for realized gains and losses, net of amounts
attributed to changes in the general level of interest rates. Under a formula
prescribed by the NAIC, the Company defers, in the Interest Maintenance Reserve
(IMR), the portion of realized gains and losses on sales of fixed income
investments, principally bonds and mortgage loans, attributable to changes in
the general level of interest rates and amortizes those deferrals over the
remaining period to maturity of the security.
During 1995, 1994 and 1993, net realized capital gains of $554, $436 and
$4,270, respectively, were credited to the IMR rather than being immediately
recognized in the statements of operations. Amortization of these net gains
aggregated $882, $726 and $618 for the years ended December 31, 1995, 1994 and
1993, respectively.
Interest income is recognized on an accrual basis. The Company does not accrue
income on bonds in default, mortgage loans on real estate in default and/or
foreclosure or which are delinquent more than twelve months, or real estate
where rent is in arrears for more than three months. Further, income is not
accrued when collection is uncertain. At December 31, 1995, 1994 and 1993, the
Company excluded investment income due and accrued of $1, $237 and $0,
respectively, with respect to such practices.
AGGREGATE RESERVES FOR POLICIES
Life and annuity reserves are developed by actuarial methods and are determined
based on published tables using statutorily specified interest rates and
valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum required by law.
The aggregate policy reserves for traditional life insurance policies are based
principally upon the 1941, 1958, and 1980 Commissioners' Standard Ordinary
Mortality Tables. The reserves are calculated using interest rates ranging
from 2.25% to 5.50% and are computed principally on the Net Level Valuation and
the Commissioner's Reserve Valuation Method (CRVM). Reserves for universal
life policies are based on account balances adjusted for the CRVM.
42
<PAGE> 90
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method plus excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with and without life
contingencies are equal to the present value of future payments assuming
interest rates ranging from 7.00% to 9.25% and mortality rates, where
appropriate, from a variety of tables.
POLICY AND CONTRACT CLAIM RESERVES
Claim reserves represent the estimated accrued liability for claims reported to
the Company and claims incurred but not yet reported through the statement
date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. Because estimates are subject
to the effects of trends in claim severity and frequency, the estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.
SEPARATE ACCOUNT
Assets held in trust for purchases of variable universal life and variable
annuity contracts and the Company's corresponding obligation to the contract
owners are shown separately in the balance sheets. The assets in the separate
accounts are valued at market. Income and gains and losses with respect to the
assets in the separate accounts accrue to the benefit of the policyholders.
The Company received variable contract premiums of $467,142, $533,536 and
$489,243 in 1995, 1994 and 1993, respectively. All variable account contracts
are subject to discretionary withdrawal by the policyholder at the market value
of the underlying assets less the current surrender charge.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1994 and 1993 financial
statements to conform to the 1995 presentation.
2. FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments, whether or not recognized in the statutory-basis
balance sheet, for which it is practicable to estimate that value. In cases
where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the
43
<PAGE> 91
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
discount rate and estimates of future cash flows. In that regard, the derived
fair value estimates cannot be substantiated by comparisons to independent
markets and, in many cases, could not be realized in immediate settlement of
the instrument. Statement of Financial Accounting Standards No. 107 excludes
certain financial instruments and all nonfinancial instruments from its
disclosure requirements and allows companies to forego the disclosures when
those estimates can only be made at excessive cost. Accordingly, the aggregate
fair value amounts presented do not represent the underlying value of the
Company.
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
Cash, Cash Equivalents, and Short-Term Investments: The carrying amounts
reported in the statutory-basis balance sheet for these instruments
approximate their fair values.
Investment Securities: Fair values for fixed maturity securities (including
redeemable preferred stocks) are based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair values
are estimated using values obtained from independent pricing services or (in
the case of private placements) are estimated by discounting expected future
cash flows using a current market rate applicable to the yield, credit
quality, and maturity of the investments. The fair values for equity
securities are based on quoted market prices and are recognized in the
statutory-basis balance sheet.
Mortgage Loans and Policy Loans: The fair values for mortgage loans are
estimated utilizing discounted cash flow analyses, using interest rates
reflective of current market conditions and the risk characteristics of the
loans. The fair value of policy loans are assumed to equal their carrying
value.
Investment Contracts: Fair values for the Company's liabilities under
investment-type insurance contracts are estimated using discounted cash flow
calculations, based on interest rates currently being offered for similar
contracts with maturities consistent with those remaining for the contracts
being valued.
Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.
44
<PAGE> 92
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
The following sets forth a comparison of the fair values and carrying values
of the Company's financial instruments subject to the provisions of Statement
of Financial Accounting Standards No. 107:
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
-------------------------- --------------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------------------------------------------------------
<S> <C> <C> <C> <C>
ADMITTED ASSETS
Bonds $ 452,474 $ 479,656 $ 423,758 $ 414,541
Stocks 834 834 2,555 2,555
Mortgage loans on real estate 6,181 6,536 9,539 7,915
Policy loans 37,125 37,125 27,520 27,520
Cash and short-term investments 4,999 4,999 46,722 46,722
Separate account assets 2,419,205 2,419,205 1,596,736 1,596,736
LIABILITIES
Investment contract liabilities 309,556 279,347 302,890 245,161
Separate account annuities 1,930,590 1,930,590 1,316,237 1,316,237
</TABLE>
3. INVESTMENTS
The carrying value and estimated fair value of investments in debt securities
are as follows:
<TABLE>
<CAPTION>
ESTIMATED GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
-----------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
Bonds:
United States Government and agencies $ 11,611 $ 64 $129 $ 11,546
State, municipal and other government 15,079 940 - 16,019
Public utilities 16,143 1,425 - 17,568
Industrial and miscellaneous 219,764 17,444 550 236,658
Mortgage-backed securities 189,877 8,228 240 197,865
---------------------------------------------
Total bonds $452,474 $28,101 $919 $479,656
=============================================
</TABLE>
45
<PAGE> 93
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
-----------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1994
Bonds:
United States Government and agencies $ 11,277 $ 17 $ 1,048 $ 10,246
State, municipal and other government 13,117 - 423 12,694
Public utilities 13,296 75 432 12,939
Industrial and miscellaneous 238,389 3,668 7,543 234,514
Mortgage-backed securities 147,679 1,597 5,128 144,148
-----------------------------------------------
Total bonds 423,758 5,357 14,574 414,541
Preferred stock 14 - - 14
-----------------------------------------------
$423,772 $5,357 $14,574 $414,555
===============================================
</TABLE>
Preferred stock required writedowns for the securities not in good standing to
fair values of $64 in 1994.
The carrying value and fair value of bonds at December 31, 1995 by contractual
maturity are shown below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without penalties.
<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
---------------------
<S> <C> <C>
Due in one year or less $ 23,820 $ 23,842
Due one through five years 109,362 114,336
Due five through ten years 91,534 101,034
Due after ten years 37,881 42,579
---------------------
262,597 281,791
Mortgage and other asset backed securities 189,877 197,865
---------------------
$452,474 $479,656
=====================
</TABLE>
46
<PAGE> 94
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
3. INVESTMENTS (CONTINUED)
A detail of net investment income is presented below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994 1993
---------------------------
<S> <C> <C> <C>
Interest on bonds $38,047 $37,318 $43,744
Dividends on equity investments 30 700 1,533
Interest on mortgage loans 573 616 832
Interest on policy loans 2,353 1,830 1,465
Other investment income 1,919 1,802 1,010
---------------------------
Gross investment income $42,922 42,266 48,584
Investment expenses (2,031) (2,127) (2,387)
---------------------------
Net investment income $40,891 $40,139 $46,197
===========================
</TABLE>
Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994 1993
-------------------------------
<S> <C> <C> <C>
Proceeds $108,554 $99,241 $203,547
-------------------------------
Gross realized gains $ 1,631 $ 2,019 $ 7,584
Gross realized losses 1,346 1,362 703
-------------------------------
Net realized gains $ 285 $ 657 $ 6,881
===============================
</TABLE>
At December 31, 1995, bonds with an aggregate carrying value of $4,483 were on
deposit with certain state regulatory authorities or were restrictively held in
bank custodial accounts for benefit of such state regulatory authorities, as
required by statute.
47
<PAGE> 95
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
3. INVESTMENTS (CONTINUED)
Realized investment gains (losses) and changes in unrealized gains (losses) for
investments are summarized below:
<TABLE>
<CAPTION>
REALIZED
-------------------------------
YEAR ENDED DECEMBER 31
1995 1994 1993
-------------------------------
<S> <C> <C> <C>
Debt securities $ 285 $ 657 $ 6,881
Equity securities - (1,579) -
Mortgage loans (1,409) - -
Real estate - - (37)
-------------------------------
(1,124) (922) 6,844
Tax effect - 225 (226)
Transfer to interest maintenance reserve (554) (436) (4,270)
-------------------------------
Net realized gains (losses) $(1,678) $(1,133) $ 2,348
===============================
</TABLE>
<TABLE>
<CAPTION>
UNREALIZED
----------------------------
YEAR ENDED DECEMBER 31
1995 1994 1993
----------------------------
<S> <C> <C> <C>
Debt securities $36,399 $(43,354) $5,598
Common stock (236) 1,009 1,581
----------------------------
Change in unrealized appreciation (depreciation) $36,163 $(42,345) $7,179
============================
</TABLE>
Gross unrealized gains (losses) on common stocks were as follows:
<TABLE>
<CAPTION>
UNREALIZED
------------------------
YEAR ENDED DECEMBER 31
1995 1994 1993
------------------------
<S> <C> <C> <C>
Unrealized gains $361 $597 $1,045
Unrealized losses - - 1,457
------------------------
Net unrealized gains (losses) $361 $597 $ (412)
</TABLE> ========================
The Company issued no mortgage loans during 1995. The maximum percentage of
any one mortgage loan to the value of the underlying real estate at origination
was 73%. The Company requires all mortgagees to carry fire insurance equal to
the value of the underlying property.
48
<PAGE> 96
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
3. INVESTMENTS (CONTINUED)
During 1995, 1994 and 1993, no mortgage loans were foreclosed and transferred
to real estate. During 1994, a mortgage loan loss reserve of $1,033 was
established. This reserve was released in 1995 coincident with the loss
recognition of $1,409 on a loan payoff.
At December 31, 1995, the Company had no investments (excluding U. S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve.
4. REINSURANCE
The Company reinsures portions of certain insurance policies which exceed its
established limits, thereby providing a greater diversification of risk and
minimizing exposure on larger risks. The Company remains contingently liable
with respect to any insurance ceded, and this would become an actual liability
in the event that the assuming insurance company became unable to meet its
obligations under the reinsurance treaty.
<TABLE>
<CAPTION>
1995 1994 1993
----------------------------------
<S> <C> <C> <C>
Direct premiums $570,413 $600,608 $556,641
Reinsurance assumed 1,569 1,232 1,015
Reinsurance ceded (2,084) (1,708) (1,287)
----------------------------------
Net premiums earned $569,898 $600,132 $556,369
==================================
</TABLE>
The Company received reinsurance recoveries in the amount of $512, $1,146 and
$1,135 during 1995, 1994 and 1993, respectively. At December 31, 1995 and
1994, estimated amounts recoverable from reinsurers that have been deducted
from policy and contract claim reserves totaled $2 and $85, respectively. The
aggregate reserves for policies and contracts were reduced for reserve credits
for reinsurance ceded at December 31, 1995 and 1994 of $848 and $807,
respectively.
49
<PAGE> 97
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
5. INCOME TAXES
Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before taxes and
realized capital gains (losses) for the following reasons:
<TABLE>
<CAPTION>
1995 1994 1993
-----------------------
<S> <C> <C> <C>
Computed tax at federal statutory rate (35%) $5,096 $1,190 $2,368
Purchase accounting tax adjustments - - (424)
Deferred acquisition costs - tax basis 4,241 4,043 3,395
Tax reserve valuation (49) (1,353) (817)
Investment income differences 85 (109) (192)
Amortization of IMR (309) (254) (216)
Other, net (147) (111) 92
-----------------------
Federal income tax expense $8,917 $3,406 $4,206
=======================
</TABLE>
Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation, but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($293 at December 31, 1995). To the extent dividends are paid
from the amount accumulated in the policyholders' surplus account, net earnings
would be reduced by the amount of tax required to be paid. Should the entire
amount in the policyholders' surplus account become taxable, the tax thereon
computed at current rates would amount to approximately $103.
In 1995, the Company reached a final settlement with the Internal Revenue
Service for 1987 through 1993 resulting in taxes of $1,275 and interest of $120
(net of $65 tax effect). The assessment was charged to surplus as a prior
period adjustment.
During 1994, the Company settled tax years 1980 through 1986 with the Internal
Revenue Service. The agreed upon settlement totaled $2.26 million in taxes and
interest. The Company's former parent company, Kansas City Southern
Industries, is principally liable for reimbursing this amount to the Company
under the terms of an indemnification agreement made coincident with the sale
of the Company. A charge to surplus of $1.8 million was made as a prior period
adjustment related to this assessment.
50
<PAGE> 98
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
6. POLICY AND CONTRACT ATTRIBUTES
Participating life insurance policies are issued by the Company which entitle
policyholders to a share in the earnings of the participating policies,
provided that a dividend distribution, which is determined annually based on
mortality and persistency experience of the participating policies, is
authorized by the Company. Participating insurance constituted approximately
7.7% and 8.2% of life insurance in force at December 31, 1995 and 1994,
respectively.
A portion of the Company's policy reserves and other policyholders' funds
relate to liabilities established on a variety of the Company's products that
are not subject to significant mortality or morbidity risk; however, there may
be certain restrictions placed upon the amount of funds that can be withdrawn
without penalty. The amount of reserves on these products, by withdrawal
characteristics are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
-------------------- --------------------
PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
-------------------- --------------------
<S> <C> <C> <C> <C>
Subject to discretionary
withdrawal with market value
adjustment $ 13,422 1% $ 12,345 1%
Subject to discretionary
withdrawal at book value less
surrender charge 60,970 3 73,733 4
Subject to discretionary
withdrawal at market value 1,930,590 85 1,316,237 81
Subject to discretionary
withdrawal at book value
(minimal or no charges or
adjustments) 227,549 10 207,779 13
Not subject to discretionary
withdrawal provision 20,034 1 22,788 1
-------------------- --------------------
$2,252,565 100% $1,632,882 100%
====== ====
Less reinsurance ceded - -
---------- ----------
Total policy reserves on
annuities and deposit fund
liabilities $2,252,565 $1,632,882
========== ==========
</TABLE>
Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next
anniversary date. At December 31, 1995 and 1994, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:
51
<PAGE> 99
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
6. POLICY AND CONTRACT ATTRIBUTES (CONTINUED)
<TABLE>
<CAPTION>
GROSS LOADING NET
------------------------
<S> <C> <C> <C>
DECEMBER 31, 1995
Ordinary direct first year business $ 47 $ 17 $ 30
Ordinary direct renewal business 1,707 229 1,478
Group life direct business 379 - 379
Reinsurance ceded (100) - (100)
------------------------
$2,033 $246 $1,787
========================
DECEMBER 31, 1994
Ordinary direct first year business $ 46 $ 17 $ 29
Ordinary direct renewal business 1,649 252 1,397
Group life direct business 362 - 362
Reinsurance ceded (25) - (25)
------------------------
$2,032 $269 $1,763
========================
</TABLE>
At December 31, 1995 and 1994, the Company had insurance in force aggregating
$2,374 and $3,403, respectively, in which the gross premiums are less than the
net premiums required by the standard valuation standards established by the
Insurance Department of the State of Ohio. The Company established policy
reserves of $32 and $40 to cover these deficiencies at December 31, 1995 and
1994, respectively.
In 1994, the NAIC enacted a guideline to clarify reserving methodologies for
contracts that require immediate payment of claims upon proof of death of the
insured. Companies were allowed to grade the effects of the change in
reserving methodologies over five years. A direct charge to surplus of $3,496
and $450 was made for the years ended December 31, 1995 and 1994, respectively,
related to the change in reserve methodology.
7. DIVIDEND RESTRICTIONS
Generally, an insurance company's ability to pay dividends is limited to the
amount that their net assets, as determined in accordance with statutory
accounting practices, exceed minimum statutory capital requirements. However,
payment of such amounts as dividends may be subject to approval by regulatory
authorities. The maximum dividend payout which may be made without prior
approval in 1996 is approximately $9,644.
52
<PAGE> 100
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
8. RETIREMENT AND COMPENSATION PLANS
The Company's employees participate in a qualified benefit plan sponsored by
AEGON. The Company has no legal obligation for the plan. The Company
recognizes pension expense equal to its allocation from AEGON. The pension
expense is allocated among the participating companies based on the FASB
Statement No. 87 expense as a percent of salaries. The benefits are based on
years of service and the employee's compensation during the highest five
consecutive years of employment. Pension expense aggregated $505, $397 and
$249 for the years ended December 31, 1995, 1994 and 1993, respectively. The
plan is subject to the reporting and disclosure requirements of the Employee
Retirement and Income Security Act of 1974.
The Company's employees also participate in a contributory defined contribution
plan sponsored by AEGON which is qualified under Section 401(k) of the Internal
Revenue Service Code. Employees of the Company who customarily work at least
1,000 hours during each calendar year and meet the other eligibility
requirements, are participants of the plan. Participants may elect to
contribute up to fifteen percent of their salary to the plan. The Company will
match an amount up to three percent of the participant's salary. Participants
may direct all of their contributions and plan balances to be invested in a
variety of investment options. The plan is subject to the reporting and
disclosure requirements of the Employee Retirement and Income Security Act of
1974. Pension expense related to this plan was $305, $250 and $176 for the
years ended December 31, 1995, 1994 and 1993, respectively.
AEGON sponsors supplemental retirement plans to provide the Company's senior
management with benefits in excess of normal pension benefits. The plans are
noncontributory and benefits are based on years of service and the employee's
compensation level. The plans are unfunded and nonqualified under the Internal
Revenue Code. In addition, AEGON has established incentive deferred
compensation plans for certain key employees of the Company. AEGON also
sponsors an employee stock option plan for individuals employed at least three
years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company matching formula. These plans have been
accrued or funded as deemed appropriate by management of AEGON and the Company.
53
<PAGE> 101
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
8. RETIREMENT AND COMPENSATION PLANS (CONTINUED)
In addition to pension benefits, the Company participates in plans sponsored by
AEGON that provide postretirement medical, dental and life insurance benefits
to employees meeting certain eligibility requirements. Portions of the medical
and dental plans are contributory. The expenses of the postretirement plans
calculated on the pay-as-you-go basis are charged to affiliates in accordance
with an intercompany cost sharing arrangement. The Company expensed $86, $70
and $0 for the years ended December 31, 1995, 1994 and 1993, respectively.
9. RELATED PARTY TRANSACTIONS
The Company shares certain officers, employees and general expenses with
affiliated companies.
The Company receives investment advisory and management services from certain
affiliates. During 1995, 1994 and 1993, the Company paid $8,825, $7,497 and
$4,583, respectively, for such services, which approximates their costs to the
affiliates. The Company provides office space, marketing and administrative
services to certain affiliates. During 1995, 1994 and 1993, the Company
received $4,545, $3,261 and $1,900, respectively, for such services, which
approximates their cost. The Company had a receivable (payable) with
affiliates of $3,625 and $(674) at December 31, 1995 and 1994, respectively.
The Company paid a cash dividend to its immediate parent, First AUSA Life
Insurance Company, of $5,600 in 1993, and during 1994 received capital
contributions of $45,000.
The Company has an agreement with an affiliate through which net agents debit
balances are sold for cash. The net non-admitted assets sold during 1995, 1994
and 1993 aggregated $5,887, $3,553 and $4,555, respectively.
At December 31, 1995, the Company has a $6,500 short-term note receivable from
an affiliate. Interest on this note accrues at 5.82%.
54
<PAGE> 102
Western Reserve Life Assurance Co. of Ohio
Notes to Financial Statements - Statutory-Basis (continued)
(Dollars in thousands)
10. COMMITMENTS AND CONTINGENCIES
The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages in addition to contract liability, it is
management's opinion, after consultation with counsel and a review of available
facts, that damages arising from such demands will not be material to the
Company's financial position.
The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as an
asset on the Company's balance sheet. The future obligation has been based on
the most recent information available from the National Organization of Life
and Health Insurance Guaranty Association. Potential future obligations for
unknown insolvencies are not determinable by the Company. The Company has
established a reserve of $4,445 at December 31, 1995 for its estimated share of
future guaranty fund assessments related to several post major insurer
insolvencies. An asset of $1,319 at December 31, 1995 has been recorded
relating to anticipated offsets available for certain state premium taxes to be
utilized in future periods. The guaranty fund expense was $1,950, $618 and
$329 at December 31, 1995, 1994 and 1993, respectively.
55
<PAGE> 103
Western Reserve Life Assurance Co. of Ohio
Summary of Investments Other Than
Investments in Related Parties
(Dollars in thousands)
December 31, 1995
SCHEDULE I
<TABLE>
<CAPTION>
AMOUNT AT WHICH
SHOWN IN THE
TYPE OF INVESTMENT COST (1) VALUE BALANCE SHEET
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
FIXED MATURITIES
Bonds:
United States Government and govern-
ment agencies and authorities $108,398 $112,590 $108,213
Foreign governments 15,196 16,019 15,079
Public utilities 16,179 17,568 16,143
All other corporate bonds 315,676 333,479 313,039
---------------------------------
Total fixed maturities $455,449 $479,656 $452,474
EQUITY SECURITIES
Common stocks:
Industrial, miscellaneous and all
other 473 834 834
---------------------------------
Total equity securities 473 834 834
Mortgage loans on real estate 6,181 6,536 6,181
Real estate 5,121 5,121 5,121
Policy loans 37,125 37,125 37,125
Cash and short-term investments 4,999 4,999 4,999
---------------------------------
Total investments $509,348 $534,271 $506,734
=================================
</TABLE>
(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments and adjusted for amortization of premiums or
accrual of discounts. Real estate is net of accumulated depreciation.
56
<PAGE> 104
Western Reserve Life Assurance Co. of Ohio
Supplementary Insurance Information
(Dollars in thousands)
SCHEDULE III
<TABLE>
<CAPTION>
FUTURE POLICY POLICY AND
BENEFITS AND UNEARNED CONTRACT
EXPENSES PREMIUMS LIABILITIES
-------------------------------------------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Individual life $ 65,259 $41 $5,811
Group life and health 7,904 - 701
Annuity 319,353 - 100
-----------------------------------------
$392,516 $41 $6,612
=========================================
YEAR ENDED DECEMBER 31, 1994
Individual life $ 77,366 $52 $4,501
Group life 7,323 - 481
Annuity 314,124 - 137
-----------------------------------------
$398,813 $52 $5,119
=========================================
YEAR ENDED DECEMBER 31, 1993
Individual life $ 78,371 $56 $2,757
Group life 17,380 - 488
Annuity 392,714 - 763
-----------------------------------------
$488,465 $56 $4,008
=========================================
</TABLE>
57
<PAGE> 105
<TABLE>
<CAPTION>
NET BENEFITS OTHER
PREMIUM INVESTMENT AND CLAIMS OPERATING PREMIUMS
REVENUE INCOME EXPENSES EXPENSES WRITTEN
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
$188,143 $ 9,470 $ 36,066 $83,675 $ 99,115
3,365 1,054 2,217 946 780
378,390 30,367 205,375 44,447 342,949
- -----------------------------------------------------------------
$569,899 $40,891 $243,658 $129,068 $442,844
=================================================================
$147,282 $10,146 $ 29,272 $ 71,807 $ 89,467
3,709 372 1,754 1,329 1,846
449,141 29,621 199,485 44,063 421,176
- -----------------------------------------------------------------
$600,132 $40,139 $230,511 $117,199 $512,489
=================================================================
$101,621 $10,943 $ 24,086 $ 52,514 $62,600
5,387 201 1,293 1,104 4,063
449,361 35,053 86,406 37,740 419,037
- -----------------------------------------------------------------
$556,369 $46,197 $111,785 $ 91,358 $485,700
=================================================================
</TABLE>
58
<PAGE> 106
Western Reserve Life Assurance Co. of Ohio
Reinsurance
(Dollars in thousands)
SCHEDULE IV
<TABLE>
<CAPTION> ASSUMED PERCENTAGE
CEDED TO FROM OF AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER
31, 1995
Life insurance in force $21,057,581 $1,365,119 $ - $19,692,462 0.0%
=================================================================
Premiums:
Individual life $ 189,870 $ 1,727 $ - $ 188,143 0.0%
Group life and health 2,153 357 1,569 3,365 46.6
Annuity 378,390 - - 378,390 0.0
-----------------------------------------------------------------
$ 570,413 $ 2,084 $ 1,569 $ 569,898 0.2%
=================================================================
YEAR ENDED DECEMBER
31, 1994
Life insurance in force $14,321,386 $1,090,845 $1,271,402 $14,501,943 8.8%
=================================================================
Premiums:
Individual life $148,766 $ 1,484 $ - $ 147,282 0.0%
Group life 2,701 224 1,232 3,709 33.0
Annuity 449,141 - - 449,141 0.0
-----------------------------------------------------------------
$600,608 $ 1,708 $ 1,232 $ 600,132 0.4%
=================================================================
YEAR ENDED DECEMBER
31, 1993
Life insurance in force $ 9,881,904 $ 851,042 $1,009,201 $10,040,063 10.1%
=================================================================
Premiums:
Individual life $ 102,817 $ 1,196 $ - $ 101,621 0.0%
Group life 4,463 91 1,015 5,387 18.8
Annuity 449,361 - - 449,361 0.0
-----------------------------------------------------------------
$ 556,641 $ 1,287 $ 1,015 $ 556,369 0.2%
=================================================================
</TABLE>
59
<PAGE> 107
WRL Series Annuity Account
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The financial statements for the WRL Series Annuity Account
and for Western Reserve Life Assurance Co. of Ohio ("Western
Reserve") are included in Part B.
(b) Exhibits
(1) Copy of resolution of the Board of Directors of
Western Reserve establishing the Series Account. 1/
(2) Not Applicable.
(3) Distribution of Contracts
(a) Form of Master Service and Distribution
Compliance Agreement. 5/
(b) Form of Broker/Dealer Supervisory and Service
Agreement. 2/
(c) Form of Broker/Dealer Supervisory and Service
Agreement. 2/
(4) (a) Specimen Flexible Payment Variable Accumulation
Deferred Annuity Contract. 4/
(b) Contract Loan Endorsements. 7/
(c) Other Endorsements. 7/
(5) Application for Flexible Payment Variable
Accumulation Deferred Annuity Contract. 1/
(6) (a) Copy of Second Amended Articles of Incorporation
of Western Reserve. 3/
(b) Copy of Amended Code of Regulations of Western
Reserve. 5/
(7) Not Applicable.
(8) Not Applicable.
C-1
<PAGE> 108
(9) Opinion and Consent of Norman W. Allen, Esq. as to
Legality of Securities Being Registered. 6/
(10) (a) Written Consent of Sutherland, Asbill & Brennan.
(b) Written Consent of Ernst & Young LLP.
(c) Written Consent of Price Waterhouse LLP.
(11) Not Applicable.
(12) Not Applicable.
(13) Schedules for Computation of Performance Quotations 7/
(14) Not Applicable.
(15) Powers of Attorney. 8/
- -------------------------------------------
1/ This exhibit was previously filed on Form N-4 dated October 11, 1988
(File No. 33-24856) and is incorporated herein by reference.
2/ This exhibit was previously filed on Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement dated December 19, 1989 (File No.
33-31140) and is incorporated herein by reference.
3/ This exhibit was previously filed on Post-Effective Amendment No. 1 to
the Form N-4 Registration Statement dated May 1, 1989 (File No. 33-24856)
and is incorporated herein by reference.
4/ This exhibit was previously filed on Post-Effective Amendment No. 2 to
the Form N-4 Registration Statement dated May 1, 1990 (File No. 33-24856)
and is incorporated herein by reference.
5/ This exhibit was previously filed on Post-Effective Amendment No. 3 to
the Form N-4 Registration Statement dated March 1, 1991 (File No.
33-24856) and is incorporated herein by reference.
6/ This exhibit was previously filed on Post-Effective Amendment No. 4 to
the Form N-4 Registration Statement dated May 1, 1991 (File No. 33-24856)
and is incorporated herein by reference.
7/ This exhibit was previously filed on Post-Effective Amendment No. 7 to
the Form N-4 Registration Statement dated April 28, 1993 (File No.
33-24856) and is incorporated herein by reference.
8/ This exhibit was previously filed on Post-Effective Amendment No. 10 to
the Form N-4 Registration Statement dated April 25, 1995 (File No.
33-24856) and is incorporated herein by reference.
C-2
<PAGE> 109
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Principal Position and Offices
Name Business Address with Depositor
---- ---------------- --------------------
<S> <C> <C>
John R. Kenney (1) Chairman of the Board,
Chief Executive Officer
and President
Patrick S. Baird 4333 Edgewood Rd. N.E. Director
Cedar Rapids, Iowa 52499
Lyman H. Treadway 30195 Chagrin Boulevard Director
Suite 210N
Cleveland, OH 44124
Jack E. Zimmerman 507 St. Michel Circle Director
Kettering, Ohio 45429
Alan M. Yaeger (1) Executive Vice President,
Actuary and Chief
Financial Oficer
G. John Hurley (1) Executive Vice President
Richard B. Franz, II (1) Senior Vice President
and Treasurer
William H. Geiger (1) Senior Vice President,
Secretary and
General Counsel
Allan J. Hamilton (1) Vice President and
Controller
</TABLE>
- ------------------------------
(1) 201 Highland Avenue, Largo, Florida 34640
C-3
<PAGE> 110
ITEM 26. Persons Controlled By Or Under Common Control With The Depositor Or
Registrant.
VERENGING AEGON Netherlands Membership Association
AEGON n.v. Netherlands Corporation (55.19%)
AEGON Netherland n.v. Netherlands Corporation (100%)
AEGON Nevark Holding B.V. Netherlands Corporation (100%)
Groninger Financieringen B.V. Netherlands Corporation (100%)
AEGON International B.V. Netherlands Corporation (100%)
Voting Trust - (Trustees - K.J. Storm, William H. Foster, H.B. Van Wijk)
AEGON U.S. Holding Corporation (DE) (100%)
Short Hills Management Company (NJ) (100%)
CORPA Reinsurance Company (NY) (100%)
AEGON Management Company (IN) (100%)
RCC North America Inc. (DE) (100%)
AEGON USA, Inc. - Holding Co. (IA) (100%
First AUSA Life Insurance Company - Insurance Holding Co. (MD) (100%)
AUSA Life Insurance Company, Inc. - Insurance (NY) (100%)
Life Investors Insurance Company of America - Insurance (IA) (100%)
International Life Investors Insurance Company - Insurance (NY) (100%)
Bankers United Life Assurance Company - Insurance (IA) (100%)
PFL Life Insurance Company - Insurance (IA) (100%)
Southwest Equity Life Insurance Company - Insurance (AZ) (100% Voting Common)
Iowa Fidelity Life Insurance Company - Insurance (AZ) (100% Voting Common)
Western Reserve Life Assurance Company of Ohio - Insurance (OH) (100%)
WRL Series Fund, Inc. - Mutual fund (MD)
Monumental Life Insurance Company - Insurance (MD) (100%)
Monumental General Casualty Company - Insurance (MD) (100%)
United Financial Services, Inc. - General Agency (MD) (100%)
Bankers Financial Life Insurance Company - Insurance (AZ)
The Whitestone Corporation - Insurance agency (MD) (100%)
Cadet Holding Corp. - Holding company (IA) (100%)
AUSA Holding Company - Holding company (MD) (100%)
Monumental General Insurance Group, Inc. - Holding company (MD) (100%)
Monumental General Administrators, Inc. - Provides management services to
unaffiliated third party administrator (MD) (100%)
Executive Management and Consultant Services, Inc. - Provides actuarial
consulting services (MD) (100%)
Monumental General Mass Marketing, Inc. - Marketing arm for sale of mass
marketed insurance coverages (MD) (100%)
AUSA Financial Markets, Inc. - Marketing (IA) (100%)
Universal Benefits Corporation - Third party administrator (IA) (100%)
Investors Warranty of America, Inc. - Provider of automobile extended
maintenance contracts (IA) (100%)
Massachusetts Fidelity Trust Company - Trust company (IA) (100%)
C-4
<PAGE> 111
Money Services, Inc. - Provides financial counseling for employees and
agents of affiliated companies (DE) (100%)
Zahorik Company, Inc. - Broker-dealer (CA) (100%)
ZCI, Inc. (AL) (100%)
Intersecurities, Inc. - Broker-dealer (DE) (100%)
ISI Insurance Agency Inc. & its Subsidiaries - Insurance agency (CA) (100%)
Associated Mariner Financial Group, Inc. - Holding company management
services (MI) (100%)
Mariner Financial Services, Inc. - Broker/Dealer (MI) (100%)
Mariner/ISI Planning Corporation - Financial planning (MI) (100%)
Associated Mariner Agency, Inc. and its Subsidiaries - Insurance agency
(MI) (100%)
Mariner Mortgage Corporation - Mortgage origination (MI) (100%)
Idex Investor Services, Inc. - Shareholder services (FL) (100%)
Idex Management, Inc. - Investment advisor (DE) (50%)
Idex Fund - Mutual fund (MA)
Idex II Series Fund - Mutual fund (MA)
Idex Fund 3 - Mutual fund (MA)
Transunion Casualty Company - Insurance (IA) (100%)
AUSA Institutional Marketing Group, Inc. - Insurance agency (MN) (100%)
Colorado Annuity Agency, Inc. - Insurance agency (MN) (100%)
Diversified Investment Advisors, Inc. - Registered investment advisor (DE)
(100%)
Diversified Investors Securities Corporation - Broker-dealer (DE) (100%)
AEGON USA Securities, Inc. - Broker-dealer (IA) (100%)
AEGON USA Managed Portfolios, Inc. - Mutual fund (MD)
American Forum for Fiscal Fitness, Inc. - Marketing (IA) (100%)
Supplemental Insurance Division, Inc. - Insurance (TN) (100%)
Creditor Resources, Inc. - Credit insurance (MI) (100%)
CRC Creditor Resources Canadian Dealer Network Inc. - Insurance agency
(Canada)
AEGON USA Investment Management, Inc. - Investment advisor (IA) (100%)
AEGON USA Realty Advisors, Inc. - Provides real estate administrative and
real estate investment services (IA) (100%)
Melson & Associates, Inc. - Real estate financial management consulting
(TX) (100%)
Landauer Realty Advisors, Inc. - Real estate counseling (IA) (100%)
Landauer Associates, Inc. - Real estate counseling (DE) (100%)
AEGON USA Realty Management, Inc. - Real estate management (IA) (100%)
Realty Information Systems, Inc. - Information systems for real estate
investment management (IA) (100%)
USP Real Estate Investment Trust - Real estate investment trust (IA)
Cedar Income Fund Ltd. - Real estate investment trust (IA)
Forty-Six Hundred Limited Partnership - Limited partnership (IA)
JLW Financial Management Systems, Inc. - Provides management expertise and
administrative services for credit unions (IN) (60%)
Item 27. Number of Contractowners.
As of March 31, 1996, 10,886 non-qualified contracts and 13,651
qualified contracts were In Force.
C-5
<PAGE> 112
Item 28. Indemnification
Provisions exist under the Ohio General Corporation Law, the Second
Amended Articles of Incorporation of Western Reserve and the Amended
Code of Regulations of Western Reserve whereby Western Reserve may
indemnify certain persons against certain payments incurred by such
persons. The following excerpts contain the substance of these
provisions.
Ohio General Corporation Law
SECTION 1701.13 AUTHORITY OF CORPORATION.
(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he 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, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this corporation), domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendre or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he 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, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to the extent that
the court of common pleas, or the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
C-6
<PAGE> 113
(3) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in divisions (E)(1) and (2) of this section, or
in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection therewith.
(4) Any indemnification under divisions (E)(1) and (2) of this
section, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, trustee, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in divisions
(E)(1) and (2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors
of the indemnifying corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation, or any person to
be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which such
action, suit, or proceeding was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit or proceeding referred to in divisions (E)(1) and (2)
of this section, the articles or the regulations of a corporation state by
specific reference to this division that the provisions of this division do not
apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to section 1701.95 of the Revised Code,
expenses, including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or proceeding
upon receipt of an undertaking by or on behalf of the director in which he
agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
C-7
<PAGE> 114
(b) Expenses, including attorneys' fees incurred by a
director, trustee, officer, employee, or agent in defending any action, suit,
or proceeding referred to in divisions (E)(1) and (2) of this section, may be
paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding as authorized by the directors
in the specific case upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, if it
ultimately is determined that he is entitled to be indemnified by the
corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles or the regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance on behalf of or for any person who 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, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
divisions (E)(1) and (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to divisions (E)(5), (6), and (7) of this section.
Divisions (E)(1) and (2) of this section do not create any obligation to repay
or return payments made by the corporation pursuant to divisions (E)(5), (6), or
(7).
(9) As used in this division, references to "corporation" include
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise, shall stand in
the same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in the
same capacity.
Second Amended Articles of Incorporation of Western Reserve
ARTICLE EIGHTH
EIGHTH: (1) The corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he 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, trustee, officer, employee, or agent
of another corporation (including a subsidiary of this corporation), domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he
C-8
<PAGE> 115
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendre or its
equivalent, shall not, of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(2) The corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he 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, trustee, officer, employee, or
agent of another corporation (including a subsidiary of this corporation),
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
or other enterprise against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless, and only to
the extent that the court of common pleas, or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper.
(3) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in sections (1) and (2) of this article, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith.
(4) Any indemnification under sections (1) and (2) of this article,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in sections (1) and (2) of
this article. Such determination shall be made (a) by a majority vote of a
quorum consisting of directors of the indemnifying corporation who were not and
are not parties to or threatened with any such action, suit, or proceeding, or
(b) if such a quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the corporation, or
any person to be indemnified within the past five years, or (c) by the
shareholders, or (d) by the court of common pleas or the court in which such
action, suit, or proceeding was brought. Any determination made by the
disinterested directors under section (4)(a) or by independent legal counsel
under section (4)(b) of this article shall be promptly communicated to the
person who threatened or brought the action or suit by or in the right of the
corporation under section (2) of this article, and within ten days after receipt
of such notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review
the reasonableness of such determination.
C-9
<PAGE> 116
(5) Expenses, including attorneys' fees incurred in defending any
action, suit, or proceeding referred to in sections (1) and (2) of this article,
may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of a written undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this article. If a majority vote of a quorum of disinterested
directors so directs by resolution, said written undertaking need not be
submitted to the corporation. Such a determination that a written undertaking
need not be submitted to the corporation shall in no way affect the entitlement
of indemnification as authorized by this article.
(6) The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles or the regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
(7) The Corporation may purchase and maintain insurance on behalf of
any person who 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, trustee, officer, employee, or agent of another corporation (including
a subsidiary of this corporation), domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(8) As used in this section, references to "the corporation" include
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee or agent of another corporation (including a subsidiary of this
corporation), domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise shall stand in the same position under this
article with respect to the new or surviving corporation as he would if he had
served the new or surviving corporation in the same capacity.
(9) The foregoing provisions of this article do not apply to any
proceeding against any trustee, investment manager or other fiduciary of an
employee benefit plan in such person's capacity as such, even though such person
may also be an agent of this corporation. The corporation may indemnify such
named fiduciaries of its employee benefit plans against all costs and expenses,
judgments, fines, settlements or other amounts actually and reasonably incurred
by or imposed upon said named fiduciary in connection with or arising out of any
claim, demand, action, suit or proceeding in which the named fiduciary may be
made a party by reason of being or having been a named fiduciary, to the same
extent it indemnifies an agent of the corporation. To the extent that the
corporation does not have the direct legal power to indemnify, the corporation
may contract with the named fiduciaries of its employee benefit plans to
indemnify them to the same extent as noted above. The corporation may purchase
and maintain insurance on behalf of such named fiduciary covering any liability
to the same extent that it contracts to indemnify.
C-10
<PAGE> 117
Amended Code of Regulations of Western Reserve
ARTICLE V
Indemnification of Directors and Officers
Each Director, officer and member of a committee of this Corporation,
and any person who may have served at the request of this Corporation as a
Director, officer or member of a committee of any other corporation in which
this Corporation owns shares of capital stock or of which this Corporation is a
creditor (and his heirs, executors and administrators) shall be indemnified by
the Corporation against all expenses, costs, judgments, decrees, fines or
penalties as provided by, and to the extent allowed by, Article Eighth of the
Corporation's Articles of Incorporation, as amended.
Rule 484 Undertaking
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
Western Reserve pursuant to the foregoing provisions or otherwise, Western
Reserve has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Western Reserve of expenses
incurred or paid by a director, officer or controlling person of Western Reserve
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, Western Reserve will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 29. Principal Underwriter
(a) InterSecurities, Inc. ("ISI"), formerly known as Idex
Distributors, Inc. and before that, as Pioneer Western
Distributors, Inc., currently distributes securities of WRL
Series Life Account and the mutual funds managed by Idex
Management, Inc., an affiliate of ISI.
(b) Directors and Officers of ISI
<TABLE>
<CAPTION>
Principal Position and Offices
Name Business Address with Underwriter
---- ---------------- --------------------
<S> <C> <C>
John R. Kenney (1) Chairman of the Board
J. Will Paull 17199 N. Laurel Park Dr. Director
Livonia, MI 48152-3908
G. John Hurley (1) Director, President
and Chief Executive
Officer
William H. Geiger (1) Director and Secretary
</TABLE>
C-11
<PAGE> 118
<TABLE>
<S> <C> <C>
Thomas R. Moriarty (1) Senior Vice President
Donald L. Cudney (1) Senior Vice President
Richard B. Franz, II (1) Treasurer
</TABLE>
- -------------------------------
(1) 201 Highland Avenue, Largo, Florida 34640
(c) Compensation to Principal Underwriter
Not Applicable
Item 30. Location of Accounts and Records
All accounts, books, or other documents required to be maintained
by Section 31(a) of the 1940 Act and the rules promulgated
thereunder are maintained by the Registrant through Western
Reserve, 201 Highland Avenue, Largo, Florida 34640.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Not Applicable
Item 33. Section 403(b)(11) Representation
Registrant represents that in connection with its offering of
Contracts as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code of
1986, Registrant is relying on the no-action letter issued by the
Office of Insurance Products and Legal Compliance, Division of
Investment Management, to the American Council of Life Insurance
dated November 28, 1988 (Ref. No. IP-6-88), and that the
provisions of paragraphs (1) - (4) thereof have been complied with.
Texas ORP Representation
The Registrant intends to offer Contracts to participants in the
Texas Optional Retirement Program. In connection with that
offering, the Registrant is relying on Rule 6c-7 under the
Investment Company Act of 1940 and is complying with, or shall
comply with, paragraphs (a) - (d) of that Rule.
C-12
<PAGE> 119
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 12 to its Registration Statement to be signed
on its behalf by the undersigned, thereunder duly authorized, in the City of
Largo, State of Florida, on this 17th day of April, 1996.
WRL SERIES ANNUITY ACCOUNT
(Registrant)
By: /s/ John R. Kenney
-----------------------------------
John R. Kenney, Chairman of the
Board, Chief Executive Officer
and President of Western
Reserve Life Assurance Co. of Ohio
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
(Depositor)
By: /s/ John R. Kenney
-----------------------------------
John R. Kenney, Chairman of
the Board, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 12 to this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John R. Kenney Chairman of the Board, April 17, 1996
- --------------------------- Chief Executive Officer
John R. Kenney and President
(Principal Executive
Officer)
/s/ Richard B. Franz II Senior Vice President April 17, 1996
- --------------------------- and Treasurer
Richard B. Franz II
/s/ Alan M. Yaeger Executive Vice President, April 17, 1996
- --------------------------- Actuary and Chief Financial
Alan M. Yaeger Officer
</TABLE>
<PAGE> 120
<TABLE>
<S> <C> <C>
/s/ Allan J. Hamilton Vice President and April 17, 1996
- --------------------------- Controller
Allan J. Hamilton
/s/ Patrick S. Baird Director April 17, 1996
- ---------------------------
Patrick S. Baird */
/s/ Lyman H. Treadway Director April 17, 1996
- ---------------------------
Lyman H. Treadway */
/s/Jack E. Zimmerman Director April 17, 1996
- ---------------------------
Jack E. Zimmerman */
*/ /s/ Thomas E. Pierpan
- ---------------------------
Signed by Thomas E. Pierpan
As Attorney-in-fact
</TABLE>
<PAGE> 1
Exhibit 10(a)
Consent of Sutherland, Asbill & Brennan
<PAGE> 2
S.A.B. letterhead
April 22, 1996
Board of Directors
Western Reserve Life Assurance Co. of Ohio
WRL Series Annuity Account
201 Highland Avenue
Largo, Florida 34640
RE: WRL Series Annuity Account
File No. 33-24856
Gentlemen:
We hereby consent to the use of our name under the caption "Legal
Matters" in the Statement of Additional Information contained in Post-Effective
Amendment No. 12 to the Registration Statement on Form N-4 (File No. 33-24856)
of the WRL Series Annuity Account filed by Western Reserve Life Assurance Co. of
Ohio with the Securities and Exchange Commission. 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/ Stephen E. Roth
----------------------
Stephen E. Roth
<PAGE> 1
Exhibit 10(b)
Consent of Ernst & Young LLP
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent
Accountants" and to the use of our report dated February 23, 1996, with respect
to the statutory-basis financial statements of Western Reserve Life Assurance
Co. of Ohio included in Amendment No. 12 to Registration Statement (Form N-4
No. 33-24856) and related Prospectus of WRL Series Annuity Account.
ERNST & YOUNG LLP
Des Moines, Iowa
April 18, 1996
<PAGE> 1
Exhibit 10(c)
Consent of Price Waterhouse LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of the WRL Freedom Variable Annuity Post-Effective Amendment
No. 12 to the Registration Statement on Form N-4 of our report dated January
31, 1996 relating to the financial statements and selected per unit data and
ratios of the sub-accounts comprising the WRL Series Annuity Account--WRL
Freedom Variable Annuity and WRL Freedom Attainer Contracts, which appears in
such Statement of Additional Information. We further consent to the reference
to us under the heading "Independent Accountants" in such Statement of
Additional Information.
PRICE WATERHOUSE LLP
Kansas City, Missouri
April 22, 1996
