As filed with the Securities and Exchange Commission on April 30, 1997
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. 14 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 50 (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 33770
(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 Associate General Counsel
Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 33770
(Name and Address of Agent for Service)
Copy to:
Stephen E. Roth, Esq.
Sutherland, Asbill & Brennan, L.L.P.
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, 1997, 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 21, 1997.
<PAGE>
WRL SERIES ANNUITY ACCOUNT
POST-EFFECTIVE AMENDMENT NO. 14 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>
<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
</TABLE>
<TABLE>
<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>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
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 33770
(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 sixteen 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 sixteen investment portfolios of the Fund available
through this Contract are: the Aggressive Growth Portfolio, Emerging Growth
Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio, Strategic
Total Return (formerly known as Equity-Income) Portfolio, Bond Portfolio,
Short-to-Intermediate Government Portfolio, Growth & Income (formerly known as
Utility) Portfolio, Money Market Portfolio, Tactical Asset Allocation Portfolio,
Value Equity Portfolio, C.A.S.E. Growth Portfolio, Global Sector Portfolio,
International Equity Portfolio and U.S. Equity 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, 1997, 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 37
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.
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 PROSPECTUS FOR THE WRL SERIES
FUND, INC. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL STATES. ALL
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
Prospectus Dated May 1, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
DEFINITIONS OF SPECIAL TERMS .................................... 1
SUMMARY ......................................................... 3
CONDENSED FINANCIAL INFORMATION ................................. 8
CALCULATION OF YIELDS AND TOTAL RETURNS ........................ 11
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 .......................................... 15
CHARGES AND DEDUCTIONS .......................................... 17
Withdrawal Charge ............................................. 17
Transfer Charge ................................................ 18
Mortality and Expense Risk Charge .............................. 18
Administration Fee ............................................. 19
Premium Taxes ................................................ 19
Deductions for Income Taxes .................................... 19
Expenses of the Fund .......................................... 19
THE CONTRACT ................................................... 19
ACCUMULATION PROVISIONS ....................................... 19
Purchase Payments ............................................. 19
Net Purchase Payments ....................................... 20
Accumulation Units .......................................... 21
Transfers to and from, and among Sub-Accounts ............... 21
Dollar Cost Averaging ....................................... 22
Asset Rebalancing Program .................................... 23
Partial Withdrawals and Surrenders ........................... 23
Partial Annuitization ....................................... 25
Contract Loans for 401(a), 401(k), and 403(b) Contracts ...... 25
Death Benefits during the Accumulation Period ............... 26
ANNUITY PROVISIONS ............................................. 27
Maturity Date and Selection of Annuity Options ............... 27
Annuity Options ............................................. 27
Minimum Guaranteed Interest Rates ........................... 28
Death Benefits after the Maturity Date ........................ 28
Improved Annuity Rates ....................................... 28
Proof of Age, Sex, and Survival .............................. 28
OTHER MATTERS RELATING TO THE CONTRACT ........................... 28
Changes in Purchase Payments ................................. 28
Twenty Day Free Look .......................................... 28
Contract Payments ............................................. 29
Ownership ...................................................... 29
Annuitant and Contingent Annuitant ........................... 29
Beneficiary ................................................... 29
Modification or Waiver ....................................... 30
</TABLE>
i
<PAGE>
TABLE OF CONTENTS (CONTINUED)
<TABLE>
<S> <C>
FEDERAL TAX MATTERS ................................. 30
Introduction ....................................... 30
Company Tax Status ................................. 30
Taxation of Annuities .............................. 30
Qualified Plans .................................... 32
Additional Considerations ........................... 34
THE FIXED ACCOUNT .................................... 35
Minimum Guaranteed and Current Interest Rates ...... 35
Fixed Account Value ................................. 36
Allocations, Transfers and Withdrawals ............ 36
DISTRIBUTION OF THE CONTRACTS ........................ 36
VOTING RIGHTS ....................................... 37
LEGAL PROCEEDINGS .................................... 37
STATEMENT OF ADDITIONAL INFORMATION .................. 37
</TABLE>
ii
<PAGE>
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.
1
<PAGE>
DEFINITIONS OF SPECIAL TERMS (CONTINUED)
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.
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>
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 30-35.)
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 28.)
THE FUND
The underlying variable investments for the Contracts are shares of sixteen
portfolios of the fund: the Aggressive Growth Portfolio, Emerging Growth
Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio, Strategic
Total Return Portfolio, Bond Portfolio, Short-to-Intermediate Government
Portfolio, Growth & Income Portfolio, Money Market Portfolio, Tactical Asset
Allocation Portfolio, Value Equity Portfolio, C.A.S.E. Growth Portfolio, Global
Sector Portfolio, International Equity Portfolio and U.S. Equity 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 15.)
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 19.)
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 pages 23-25.)
For Qualified Contracts issued under Code Section 403(b), certain restrictions
will apply.
3
<PAGE>
Moreover, a withdrawal or Surrender may have Federal income tax consequences.
(See "FEDERAL TAX MATTERS-Qualified Plans" on pages 32-34.)
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 17.) 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 30.)
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 18.) This charge is deducted from the Series Account both during the
Accumulation Period and after the Maturity Date.
ADMINISTRATION FEE
An Administration Fee of $30 is deducted annually on each contract
anniversary. (see "CHARGES AND DEDUCTIONS-Administration Fee" on page 19.)
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
19.)
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 15 and
the Prospectus for the Fund.) TOTAL FUND ANNUAL EXPENSES FOR THE GLOBAL SECTOR
PORTFOLIO EXCEEDS 2.00%.
4
<PAGE>
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
within 5 years of receipt) 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
ANNUAL ADMINISTRATION FEE $30.00 Per
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 INTERNATIONAL
GROWTH GROWTH GROWTH GLOBAL BALANCED U.S. EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO** PORTFOLIO**
------------- ------------ ------------ ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fees 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 1.00%
Other Expenses
(after reimbursement) 0.18% 0.14% 0.08% 0.19% 0.17% 0.25% 0.30%
Total Fund Annual
Expenses 0.98% 0.94% 0.88% 0.99% 0.97% 1.05% 1.30%
</TABLE>
<TABLE>
<CAPTION>
SHORT-TO- STRATEGIC
INTERMEDIATE TOTAL GROWTH &
BOND GOVERNMENT RETURN INCOME
PORTFOLIO PORTFOLIO PORTFOLIO*** PORTFOLIO****
------------ --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Management Fees 0.50% 0.60% 0.80% 0.75%
Other Expenses (after
reimbursement) 0.14% 0.16% 0.11% 0.25%
Total Fund Annual Expenses 0.64% 0.76% 0.91% 1.00%
<CAPTION>
TACTICAL
MONEY ASSET VALUE C.A.S.E.
MARKET ALLOCATION EQUITY GROWTH GLOBAL SECTOR
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO**
------------ ------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Management Fees 0.40% 0.80% 0.80% 0.80% 1.10%
Other Expenses (after
reimbursement) 0.12% 0.10% 0.20% 0.20% 1.27%
Total Fund Annual Expenses 0.52% 0.90% 1.00% 1.00% 2.37%
</TABLE>
- ----------------
* Effective January 1, 1997, the Fund adopted a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act ("Distribution Plan") and
pursuant to the Plan, has entered into a Distribution Agreement with
InterSecurities, Inc. ("ISI"), principal underwriter for the Fund. Under
the Distribution Plan, the Fund, on behalf of the Portfolios, is
authorized to pay to various service providers, as direct payment for
expenses incurred in connection with the distribution of a Portfolio's
shares, amounts equal to actual expenses associated with distributing a
Portfolio's shares, up to a maximum rate of 0.15% (fifteen one-hundreths
of one percent) on an annualized basis of the average daily net assets.
This fee is measured and accrued daily and paid monthly. ISI has
determined that it will not seek payment by the Fund of distribution
expenses with respect to any Portfolio during the fiscal year ending
December 31, 1997. Prior to ISI's seeking reimbursement, Policyowners will
be notified in advance.
** Because the Value Equity and Global Sector Portfolios commenced operations
on May 1, 1996, the percentages set forth as "Other Expenses" and "Total
Fund Annual Expenses" are annualized. Because the International Equity and
U.S. Equity Portfolios commenced operations on January 2, 1997, the
percentages set forth as "Other Expenses" and "Total Fund Annual Expenses"
are estimates.
*** Prior to May 1, 1997, this Portfolio was known as Equity-Income.
**** Prior to May 1, 1997, this Portfolio was known as Utility.
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, 1996, except
5
<PAGE>
that the "Other Expenses" and "Total Fund Annual Expenses" for the International
Equity and U.S. Equity Portfolios are estimates. Because the Value Equity and
Global Sector Portfolio commenced operations on May 1, 1996, 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 pages 17-19 and the Portfolios' Prospectus
which accompanies this Prospectus.
WRL Investment Management, Inc. has undertaken, until at least April 30,
1998, to pay Fund expenses on behalf of the Portfolios to the extent normal
operating expenses of a Portfolio exceed the following percentage of a
Portfolio's average daily net assets: 0.70% for the Bond and Money Market
Portfolios; 1.00% for the Aggressive Growth, Emerging Growth, Growth, Global,
Balanced, Strategic Total Return, Short-to-Intermediate Government, Growth &
Income, Tactical Asset Allocation, Value Equity, C.A.S.E. Growth Portfolios;
1.50% for the International Equity Portfolio; and 1.30% for the U.S. Equity
Portfolio. No expense limit applies to the Global Sector Portfolio. In 1996,
Western Reserve, the Fund's Investment Adviser prior to January 1, 1997,
reimbursed the C.A.S.E. Growth Portfolio in the amount of $73,269 and the Value
Equity Portfolio in the amount of $13,672. Without such reimbursement, the total
annual Fund expenses during 1996 for the Value Equity Portfolio and the C.A.S.E.
Growth Portfolio would have been 1.03% and 1.64%, respectively. See the Fund's
prospectus for a description of the expense limitation applicable to each
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 $122 $174 $265
Emerging Growth Sub-Account 73 121 172 261
Growth Sub-Account 72 119 168 254
Global Sub-Account 74 122 174 266
Balanced Sub-Account 73 122 173 264
Strategic Total Return Sub-Account 73 120 170 257
Bond Sub-Account 70 112 156 230
Short-to-Intermediate
Government Sub-Account 71 115 162 242
Growth & Income Sub-Account 74 123 175 267
Money Market Sub-Account 69 108 150 217
Tactical Asset Allocation Sub-Account 73 120 169 256
Value Equity Sub-Account 74 123 175 267
C.A.S.E. Growth Sub-Account 74 123 175 267
Global Sector Sub-Account 87 163 241 395
International Equity Sub-Account 77 132 190 296
U.S. Equity Sub-Account 74 124 177 272
</TABLE>
6
<PAGE>
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 $72 $124 $265
Emerging Growth Sub-Account 23 71 122 261
Growth Sub-Account 22 69 118 254
Global Sub-Account 24 72 124 266
Balanced Sub-Account 23 72 123 264
Strategic Total Return Sub-Account 23 70 120 257
Bond Sub-Account 20 62 106 230
Short-to-Intermediate
Government Sub-Account 21 65 112 242
Growth & Income Sub-Account 24 73 125 267
Money Market Sub-Account 19 58 100 217
Tactical Asset Allocation Sub-Account 23 70 119 256
Value Equity Sub-Account 24 73 125 267
C.A.S.E. Growth Sub-Account 24 73 125 267
Global Sector Sub-Account 37 113 191 395
International Equity Sub-Account 27 82 140 296
U.S. Equity Sub-Account 24 74 127 272
</TABLE>
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 $37,493, which converts that charge
into an assumed charge at an annual rate of 0.08% 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
26 and "ANNUITY PROVISIONS-Death Benefits after the Maturity Date" on page 28.)
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 pages 27-28.)
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
7
<PAGE>
"ACCUMULATION PROVISIONS-Transfers to and from, and among Sub-Accounts" on page
21 and "THE FIXED ACCOUNT-Allocations, Transfers and Withdrawals" on page 36.)
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 35.
CONDENSED FINANCIAL INFORMATION
<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
<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
<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
<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
<FN>
- ----------------
* Commencement of operations for these Sub-Accounts.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
PERIOD FROM DECEMBER 3, 1992* TO 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>
Global $10.000 $10.152 25,000
Short-to-Intermediate Government 10.000 10.036 85,000
<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>
<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
Strategic Total Return** 10.000 11.250 3,311,227
<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
Strategic Total Return** 11.250 11.055 4,973,564
<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
Growth & Income*** 10.000 9.463 338,817
<FN>
- ----------------
* Commencement of operations for these Sub-Accounts.
** Prior to May 1, 1997, this Sub-Account was known as Equity-Income.
*** Prior to May 1, 1997, this Sub-Account was known as Utility.
</FN>
</TABLE>
9
<PAGE>
<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
Strategic Total Return** 11.055 13.610 4,920,854
Aggressive Growth 9.792 13.347 3,114,205
Balanced 9.348 11.060 505,952
Growth & Income*** 9.463 11.705 448,289
</TABLE>
<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-
<CAPTION>
PERIOD FROM MAY 1, 1996* TO DECEMBER 31, 1996
------------------------------------------------------------------
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>
Value Equity $10.000 $11.225 741,974
Global Sector 10.000 10.519 116,372
C.A.S.E. Growth 12.874 13.883 110,061
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
------------------------------------------------------------------
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 $28.471 $33.168 13,223,722
Bond 18.312 18.110 1,615,671
Money Market 12.799 13.287 2,153,324
Global 16.289 20.548 6,132,441
Short-to-Intermediate Government 11.429 11.680 320,522
Emerging Growth 16.403 19.258 4,039,103
Strategic Total Return** 13.610 15.457 4,415,864
Aggressive Growth 13.347 14.558 2,107,879
Balanced 11.060 12.094 485,139
Growth & Income*** 11.705 12.905 407,045
Tactical Asset Allocation 11.861 13.403 1,932,032
<FN>
- ----------------
* Commencement of operations for these Sub-Accounts.
** Prior to May 1, 1997, this Sub-Account was known as Equity-Income.
*** Prior to May 1, 1997, this Sub-Account was known as Utility.
</FN>
</TABLE>
10
<PAGE>
Because the International Equity and U.S. Equity Sub-Accounts did not
commence operations until January 2, 1997, there is no condensed financial
information for these Sub-Accounts for the year ended December 31, 1996.
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, 1996, the current yield and effective
yield for the Money Market Sub-Account were as follows:
Current yield = 3.79%
Effective yield = 3.86%
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.
Based on the method of calculation described in the Statement of Additional
Information, for the thirty day period ended December 31, 1996, the yield for
the following Sub-Account(s) was as follows:
Bond Sub-Account = 4.27%
Short-to-Intermediate
Government Sub-Account = 3.96%
TOTAL RETURN
The average annual total return of the Sub-Accounts shown below is based
upon the actual historical performance of the Sub-Accounts. The calculations
represent the performance of a hypothetical initial Purchase Payment of $1,000
over certain stated periods of time. Total return is calculated according to the
formula provided in the Statement of Additional Information.
THE STANDARD TOTAL RETURN CALCULATIONS IN THE TABLE BELOW HAVE BEEN REDUCED
BY ALL FEES AND CHARGES UNDER THE CONTRACT. Such fees and charges include the
Mortality and Expense Risk Charge of
11
<PAGE>
1.25% and the $30 Annual Contract Charge based on an average Series Account
Value of $37,493, which translates into an annual charge of 0.08%. The total
return calculations in the table below also assume a complete surrender of the
Contract at the end of the period, and therefore THE WITHDRAWL CHARGE IS
DEDUCTED.
THE STANDARD AVERAGE ANNUAL TOTAL RETURNS OF THE SUB-ACCOUNTS SINCE THE
INCEPTION OF EACH SUB-ACCOUNT IS:
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31, 1996
--------------------------------------------------------------
ONE THREE FIVE FROM INCEPTION
SUB-ACCOUNT YEAR YEARS YEARS INCEPTION DATE*
- ---------------------------------- ---------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Growth 11.24% 13.87% 8.90% 16.45% 2/24/89
Bond -6.24% 1.64% 4.51% 7.79% 2/24/89
Money Market -1.26% 1.71% 1.61% 3.61% 2/24/89
Global 21.00% 13.55% N/A 18.52% 12/3/92
Short-to-Intermediate Government -2.90% 2.42% N/A 2.69% 12/3/92
Emerging Growth 12.26% 14.57% N/A 17.73% 3/1/93
Strategic Total Return** 8.45% 9.71% N/A 10.98% 3/1/93
Aggressive Growth 3.96% N/A N/A 12.66% 3/1/94
Balanced 4.25% N/A N/A 5.27% 3/1/94
Growth & Income*** 5.15% N/A N/A 7.81% 3/1/94
Tactical Asset Allocation 7.90% N/A N/A 13.58% 1/3/95
C.A.S.E. Growth N/A N/A N/A 2.78% 5/1/96
Value Equity N/A N/A N/A 7.19% 5/1/96
Global Sector N/A N/A N/A 0.14% 5/1/96
<FN>
- ----------------
* Commencement of operations of these Sub-Accounts.
** Prior to May 1, 1997, this Sub-Account was known as Equity-Income.
*** Prior to May 1, 1997, this Sub-Account was known as Utility.
</FN>
</TABLE>
Because the International Equity and U.S. Equity Sub-Accounts had not yet
commenced operations as of December 31, 1996, 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.
Western Reserve may present hypothetical illustrations that present average
total return performance information for the hypothetical Contract, assuming
allocation of net premium payments to the Sub-
Accounts, and 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.
Western Reserve may also present total returns based on the performance of
the Portfolios from the time the Portfolios began operations. Some Portfolios
were in existence before their corresponding Sub-
Accounts. The calculations in the table below show the actual average annual
total return for the Portfolios reduced by all fees and charges under the
Contract, as if the Contract had been in existence. Such fees and charges
include the Mortality and Expense Risk Charge of 1.25% and the $30 Annual
Contract Charge based on an average Series Account Value of $37,493 which
translates that charge into an annual rate of 0.08%. The total return
calculations below also assume a complete surrender of the Contract at the end
of the period, and therefore THE WITHDRAWL CHARGE IS DEDUCTED.
THE STANDARD AVERAGE ANNUAL TOTAL RETURNS OF THE SUB-ACCOUNTS SINCE THE
INCEPTION OF EACH PORTFOLIO IS:
12
<PAGE>
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31, 1996
-------------------------------------------------------------
ONE THREE FIVE TEN FROM INCEPTION
SUB-ACCOUNT YEAR YEARS YEARS YEARS INCEPTION DATE
- --------------------------- ----------- --------- -------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Growth 11.24% 13.87% 8.90% 16.41% 16.10% 10/2/86*
Bond -6.24% 1.64% 4.51% 5.97% 6.20% 10/2/86*
Money Market -1.26% 1.71% 1.61% 3.59% 3.58% 10/2/86*
Global 21.00% 13.55% N/A N/A 18.52% 12/3/92**
Short-to-Intermediate
Government -2.90% 2.42% N/A N/A 2.69% 12/3/92**
Emerging Growth 12.26% 14.57% N/A N/A 17.73% 3/1/93**
Strategic Total Return*** 8.45% 9.71% N/A N/A 10.98% 3/1/93**
Aggressive Growth 3.96% N/A N/A N/A 12.66% 3/1/94**
Balanced 4.25% N/A N/A N/A 5.27% 3/1/94**
Growth & Income**** 5.15% N/A N/A N/A 7.81% 3/1/94**
Tactical Asset Allocation 7.90% N/A N/A N/A 13.58% 1/3/95**
C.A.S.E. Growth 10.94% N/A N/A N/A 16.58% 5/1/95*
Value Equity N/A N/A N/A N/A 7.19% 5/1/96**
Global Sector N/A N/A N/A N/A 0.14% 5/1/96**
<FN>
- ----------------
* Commencement of operations of the Fund's Portfolio's.
** Commencement of operations of these Sub-Accounts. The calculation of total
return performance for the Growth, Bond, and Money Market Sub-Accounts prior
to December 3, 1992 reflects deductions for the mortality and expense risk
charge on a monthly basis, rather than a daily basis. The monthly deduction
is made at the beginning of each month and generally approximates the
performance that would have resulted if the Sub-Accounts had actually been
in existence since the inception of the Portfolio.
*** Prior to May 1, 1997, this Sub-Account was known as Equity-Income.
**** Prior to May 1, 1997, this Sub-Account was known as Utility.
</FN>
</TABLE>
NON-STANDARD PERFORMANCE DATA WILL ONLY BE DISCLOSED IF THE STANDARD
PERFORMANCE DATA FOR THE REQUIRED PERIODS IS ALSO DISCLOSED.
Western Reserve may also present non-standard total returns based on the
actual performance of the Portfolios, which were in existence prior to the
Sub-Account's inception. The table below shows the actual average annual total
return for the Portfolios reduced by all fees and charges of the Contract, as if
the Contract had been in existence, EXCEPT THAT THE WITHDRAWL CHARGE IS NOT
DEDUCTED. Such fees and charges include the Mortality and Expense Risk Charge of
1.25% and the $30 Annual Contract Charge based on an average Series Account
Value of $37,493 which translates that charge into an annual rate of 0.08%.
THE NON-STANDARD AVERAGE ANNUAL TOTAL RETURNS OF THE SUB-ACCOUNTS SINCE THE
INCEPTION OF EACH PORTFOLIO IS:
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31, 1996
-----------------------------------------------------------
ONE THREE FIVE TEN FROM INCEPTION
SUB-ACCOUNT YEAR YEARS YEARS YEARS INCEPTION DATE
- --------------------------- --------- --------- -------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Growth 16.24% 15.15% 9.60% 16.41% 16.10% 10/2/86*
Bond -1.24% 3.23% 5.34% 5.97% 6.20% 10/2/86*
Money Market 3.74% 3.30% 2.53% 3.59% 3.58% 10/2/86*
Global 26.00% 14.83% N/A N/A 19.24% 12/3/92**
Short-to-Intermediate
Government 2.10% 3.98% N/A N/A 3.80% 12/3/92**
Emerging Growth 17.26% 15.82% N/A N/A 18.54% 3/1/93**
Strategic Total Return*** 13.45% 11.08% N/A N/A 11.94% 3/1/93**
Aggressive Growth 8.96% N/A N/A N/A 14.06% 3/1/94**
Balanced 9.25% N/A N/A N/A 6.85% 3/1/94**
Growth & Income**** 10.15% N/A N/A N/A 9.32% 3/1/94**
Tactical Asset Allocation 12.90% N/A N/A N/A 15.77% 1/3/95**
C.A.S.E. Growth 15.94% N/A N/A N/A 21.58% 5/1/95*
Value Equity N/A N/A N/A N/A 12.19% 5/1/96**
Global Sector N/A N/A N/A N/A 5.14% 5/1/96**
<FN>
- ----------------
* Commencement of operations of the Fund's Portfolio's.
** Commencement of operations of these Sub-Accounts.
*** Prior to May 1, 1997, this Sub-Account was known as Equity-Income.
**** Prior to May 1, 1997, this Sub-Account was known as Utility.
</FN>
</TABLE>
13
<PAGE>
Because the International Equity and U.S. Equity Portfolios did not
commence operations until January 2, 1997, no performance information is
provided for these Sub-Accounts.
SUB-ADVISER PERFORMANCE
The Prospectus for the Fund presents the total returns of certain existing
SEC-registered funds that are managed by Sub-Advisers for the Portfolios and
that have investment objectives, policies and strategies substantially similar
to those of certain Portfolios ("Similar Sub-Adviser Funds"). The Prospectus for
the Fund also presents the hypothetical total returns of a composite of private
accounts managed by certain Sub-Advisers for the Portfolios that have investment
objectives, policies and strategies substantially similar to those of certain
Portfolios ("Similar Sub-Adviser Accounts"). NONE OF THE FEES AND CHARGES UNDER
THE CONTRACT HAVE BEEN DEDUCTED FROM SUCH SUB-ADVISER PERFORMANCE DATA. IF THOSE
FEES AND CHARGES WERE DEDUCTED, THE INVESTMENT RETURNS WOULD BE LOWER. THE
SIMILAR SUB-ADVISER FUNDS AND SIMILAR SUB-ADVISER ACCOUNTS ARE NOT AVAILABLE FOR
INVESTMENT UNDER THE CONTRACT. For more information on Sub-Adviser Performance,
see the Prospectus for the Fund.
OTHER INFORMATION
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 500 Common Stocks, Dow
Jones Industrials Average, Value Line (Arithmetic) Index, CDA/Wiesenberger Long
Term Growth Average-VA, Wilshire 5000, FINANCIAL TIMES (FT) World Index Ex-USA,
Morgan Stanley Capital International World Index, FT World Index, Lehman
Brothers Government/Corporate Bond Index, Dow Jones Utilities Average,
Donoghue'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
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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 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,
sixteen 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.
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The Fund currently has twenty-one Portfolios, sixteen of which are offered
under this Contract: the Aggressive Growth Portfolio, Emerging Growth Portfolio,
Growth Portfolio, Global Portfolio, Balanced Portfolio, Strategic Total Return
Portfolio, Bond Portfolio, Short-to-Intermediate Government Portfolio, Growth &
Income Portfolio, Money Market Portfolio, Tactical Asset Allocation Portfolio,
Value Equity Portfolio, C.A.S.E. Growth Portfolio, Global Sector Portfolio,
International Equity Portfolio and U.S. Equity 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 name and sub-adviser of each Portfolio is stated below. THERE IS NO
ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS INVESTMENT OBJECTIVE. More
detailed information, including a description of risks and the investment
objective of each Portfolio, can be found in the prospectus for the Fund, which
should be read carefully before investing.
AGGRESSIVE GROWTH PORTFOLIO: Sub-Adviser - Fred Alger Management, Inc.
EMERGING GROWTH PORTFOLIO: Sub-Adviser - Van Kampen American Capital Asset
Management, Inc.
GROWTH PORTFOLIO: Sub-Adviser - Janus Capital Corporation.
GLOBAL PORTFOLIO: Sub-Adviser - Janus Capital Corporation.
BALANCED PORTFOLIO: Sub-Adviser - AEGON USA Investment Management, Inc.
STRATEGIC TOTAL RETURN PORTFOLIO: (Prior to May 1, 1997, this Portfolio
was known as Equity-Income.) Sub-Adviser - Luther King Capital Management
Corporation.
BOND PORTFOLIO: Sub-Adviser - Janus Capital Corporation.
SHORT-TO-INTERMEDIATE GOVERNMENT PORTFOLIO: Sub-Adviser - AEGON USA
Investment Management, Inc.
GROWTH & INCOME PORTFOLIO: (Prior to May 1, 1997, this Portfolio was known
as Utility.) Sub-Adviser - Federated Investment Counseling.
MONEY MARKET PORTFOLIO: Sub-Adviser - J. P. Morgan Investment Management,
Inc.
TACTICAL ASSET ALLOCATION PORTFOLIO: Sub-Adviser - Dean Investment
Associates.
VALUE EQUITY PORTFOLIO: Sub-Adviser - NWQ Investment Management Company,
Inc.
C.A.S.E. GROWTH PORTFOLIO: Sub-Adviser - C.A.S.E. Management, Inc.
GLOBAL SECTOR PORTFOLIO: Sub-Adviser - Meridian Investment Management
Corporation.
INTERNATIONAL EQUITY PORTFOLIO: Co-Sub-Advisers - Scottish Equitable
Investment Management Limited and GE Investment Management Incorporated.
U.S. EQUITY PORTFOLIO: Sub- Adviser - GE Investment Management
Incorporated.
WRL Investment Management, Inc. ("WRL Management"), a wholly-owned
subsidiary of 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.
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 and PFL
Endeavor Platinum Variable
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Annuity Account, separate accounts of PFL Life Insurance Company, the AUSA
Endeavor Variable Annuity Account and the AUSA Series Life Account, separate
accounts 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.
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:
NUMBER OF YEARS
FROM RECEIPT OF EACH
CHARGE PURCHASE PAYMENT
--------- ----------------------
5% 0-5
0% Over 5
For the first partial withdrawal or Systematic Partial Withdrawal (see,
"THE CONTRACT- Accumulation Provisions-Partial Withdrawals and Surrenders", p.
23), 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.
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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 30-32 and
"-Qualified Plans" on pages 32-34.)
The Withdrawal Charge is imposed to enable Western Reserve to recover
certain sales expenses it advances, including compensation to broker-dealers,
the cost of printing prospectuses and sales literature and any advertising
costs.
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 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 28 and "ACCUMULATION
PROVISIONS-Death Benefits during the Accumulation Period" on page 26.) 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.
This charge is deducted from the Series Account both during the
Accumulation Period and after the Maturity Date. 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.
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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.
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.
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 30.)
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' Prospectus.
Effective January 1, 1997, the Fund adopted a Plan of Distribution pursuant
to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to the Plan,
has entered into a Distribution Agreement with ISI, principal underwriter for
the Fund.
Under the Distribution Plan, the Fund, on behalf of the Portfolios, is
authorized to pay to various service providers, as direct payment for expenses
incurred in connection with the distribution of a Portfolio's shares, amounts
equal to actual expenses associated with distributing a Portfolio's shares, up
to a maximum rate of 0.15% (fifteen one-hundreths of one percent) on an
annualized basis of the average daily net assets. This fee is measured and
accrued daily and paid monthly. ISI has determined that it will not seek payment
by the Fund of distribution expenses with respect to any Portfolio during the
fiscal year ending December 31, 1997. Prior to ISI's seeking reimbursement,
Policyowners will be notified in advance.
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
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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.
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 designated 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. Western Reserve does
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<PAGE>
not currently require that allocation of Net Purchase Payments to an Account
meet a minimum percentage. Western Reserve does reserve the right to limit
allocation of Net Purchase Payments to no less than 10% of each Net Purchase
Payment. No fractional percentages are permitted. 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.
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 36.) 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
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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 the 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 18.)
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 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 36.)
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 or Bond 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.
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ASSET REBALANCING PROGRAM
Western Reserve offers 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. Annuity Value allocated
to the Fixed Account may not be included in the Asset Rebalancing Program. 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, unless Western Reserve consents to a smaller amount. 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, rebalancing
will occur on the next day the New York Stock Exchange is open. 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 18.)
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. 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.
Western Reserve may discontinue, modify, or suspend the Asset Rebalancing
program at any time.
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
36.) 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
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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 17-18 and "Premium Taxes" on page 19.) 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 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.
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 30-32.)
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 Administration 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 29.) 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
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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 30-32.) 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 32-34.) For Qualified Contracts
issued under Code Section 403(b), certain restrictions will apply. (See "FEDERAL
TAX MATTERS-Qualified Plans" on pages 32-34.)
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 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 30-32.)
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
Contract Value or (2) $50,000 reduced by the highest outstanding loan balance
during the one-year period ending on the day before the loan date (determined
below). However, if the Contract Value is less than $20,000, the Owner may
borrow against the Contract the lesser of (1) 80% of the Contract 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.
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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 Contract 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 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 Qualified Plan, this
distribution may be subject to income tax and a penalty tax, and may cause the
Contract to fail to qualify under the Code. (See "FEDERAL TAX MATTERS-Qualified
Plans," pages 32-34.)
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
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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 pages 34-35.)
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.
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.
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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 pages 26-27.)
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 Payment 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.
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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 Contract Value for Federal tax purposes. (See "FEDERAL TAX
MATTERS-Taxation of Annuities" on pages 30-32.) 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 any assignment may be subject to restrictions, penalties, or
even prohibition under the Code, and must also be permitted under 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 pages 26-27.) 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
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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
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 Prospectus 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.
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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 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 adviser 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. For these purposes, the investment in the Contract is not
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affected by the Owner's or Annuitant's death. That is, the investment in the
Contract remains the amount of any Purchase Payments paid which were not
excluded from gross income.
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, the selection of certain Maturity Dates,
or a change of Annuitant, may result in certain income or gift tax consequences
to the Owner that are beyond the scope of this discussion. An Owner
contemplating any such transfer, assignment, selection or change should contact
a 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.
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,
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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.
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
IRA 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 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. Such plans may permit a participant to specify the form of investment in
which his or her participation will be made. In general, for non-governmental
plans, such investments, however, are owned by, and are subject to, the claims
of the general creditors of the sponsoring employer. Depending on the terms of
the particular plan, a non-governmental 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 the later of April 1
of the calendar year following the calendar year in which the Owner (or plan
participant) (i) reaches age 70-1/2 or (ii) retires, and must be made in
specified form and manner. If the plan participant is a "five percent owner" (as
defined in the Code), distributions generally must begin no later than the date
described in (i). 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.
6. 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.
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
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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."
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
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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, 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
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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.
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 pages 21-22.)
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 ISI, 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. ISI 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 ISI for acting as principal
underwriter for the Contracts. Broker-dealers will generally receive first year
sales commissions of up to 5% of Purchase Payments. In
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addition, broker-dealers may receive renewal commissions at an annual rate of up
to 0.25% (twenty-five one-hundredths of one percent) of the Annuity Value as of
each Contract Anniversary, beginning with the fifth Contract Anniversary,
providing the Policy has an Annuity Value of $25,000 or more on each
Anniversary. Certain production, persistency and managerial bonuses may also 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.
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. ISI, 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.
WRL00006-05/97
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PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
<PAGE>
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 33770
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, 1997, 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, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
----
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
2
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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. WRL Investment
Services, Inc. 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 $12
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,
1996. 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, 1996. The principal business address of Ernst & Young LLP is
801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309-2764.
LEGAL MATTERS
Sutherland, Asbill & Brennan, L.L.P., 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 Associate General 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, which is
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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 $37,493, which converts
that charge to an assumed charge at an annual rate of 0.08% 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 17-18 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, STRATEGIC TOTAL RETURN, BOND,
SHORT-TO-INTERMEDIATE GOVERNMENT, GROWTH & INCOME, TACTICAL ASSET
ALLOCATION, VALUE EQUITY, C.A.S.E. GROWTH, GLOBAL SECTOR, INTERNATIONAL
EQUITY AND U.S. EQUITY SUB-ACCOUNTS
The total return quotations set forth in the Prospectus for all of these
Sub-Accounts holding assets for the Contracts are average annual total return
quotations for the one, three, five, and ten-year periods (or, while a
Sub-Account has been in existence for a period of less than one, three, 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
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.
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 $37,493, which translates that
charge into an assumed charge at an annual rate of 0.08% 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 Prospectus 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 during the period by the maximum offering price per unit on the last date
of the period, according to the following formula:
4
<PAGE>
a-b
YIELD = 2 [ (--- + 1)6 - 1]
cd
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 $37,493, which translates that
charge into an assumed charge at an annual rate of 0.08% 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
17-18 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
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
5
<PAGE>
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 lbbotson 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 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 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,
1996, 1995 and 1994 have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").
6
<PAGE>
INDEX TO FINANCIAL STATEMENTS
WRL SERIES ANNUITY ACCOUNT (FREEDOM AND ATTAINER VARIABLE ANNUITIES):
Report of Independent Accountants dated January 31, 1997
Statements of assets, liabilities and equity accounts and statements of
operations for the year ended December 31, 1996
Statements of changes in equity accounts for the years ended December 31,
1996 and 1995
Selected per unit data and ratios for the years ended December 31, 1996,
1995, 1994, 1993 and 1992
Notes to Financial Statements
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO:
Report of Independent Auditors dated February 21, 1997
Statutory-Basis Balance sheets at December 31, 1996 and 1995
Statutory-Basis Statements of operations for the years ended December 31,
1996, 1995 and 1994
Statutory-Basis Statements of changes in capital and surplus for the years
ended December 31, 1996, 1995 and 1994
Statutory-Basis Statements of cash flows for the years ended December 31,
1996, 1995 and 1994
Notes to Statutory-Basis Financial Statements
Statutory-Basis Financial Statement Schedules
7
<PAGE>
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 each of the Sub-Accounts
constituting 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, 1996, 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, 1997
8
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
At December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT-TO-
INTERMEDIATE
MONEY MARKET BOND GROWTH GOVERNMENT
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C> <C> <C>
ASSETS:
Investments
Investment in WRL Series Fund, Inc.:
Shares ..................................... 51,138,160.550 4,254,266.463 16,458,439.520 841,351.902
================= ================= ================== ===============
Cost ....................................... $ 51,138,161 $ 47,679,739 $ 445,847,640 $ 8,730,422
================= ================= ================== ===============
Investments, at net asset value ............. $ 51,138,161 $ 45,551,426 $ 576,066,441 $ 8,619,507
Accrued transfers from (to) depositor - net . 2,627 (35,017) 48,946 5,375
----------------- ----------------- ------------------ ---------------
Total assets ............................... 51,140,788 45,516,409 576,115,387 8,624,882
----------------- ----------------- ------------------ ---------------
LIABILITIES: .................................. 0 0 0 0
----------------- ----------------- ------------------ ---------------
Total net assets ........................... $ 51,140,788 $ 45,516,409 $ 576,115,387 $ 8,624,882
================= ================= ================== ===============
EQUITY ACCOUNTS:
Contract Owners' equity:
Units ...................................... 3,848,980.206975 2,513,341.667873 17,369,774.620879 738,461.226280
================= ================= ================== ===============
Unit value ................................. $ 13.286841 $ 18.109917 $ 33.167695 $ 11.679533
================= ================= ================== ===============
Contract Owners' equity .................... $ 51,140,788 $ 45,516,409 $ 576,115,387 $ 8,624,882
----------------- ----------------- ------------------ ---------------
Depositor's equity:
Units ...................................... N/A N/A N/A N/A
================= ================= ================== ===============
Unit value ................................. $ N/A $ N/A $ N/A $ N/A
================= ================= ================== ===============
Depositor's equity ......................... $ N/A $ N/A $ N/A $ N/A
----------------- ----------------- ------------------ ---------------
Total equity ............................... $ 51,140,788 $ 45,516,409 $ 576,115,387 $ 8,624,882
================= ================= ================== ===============
</TABLE>
<TABLE>
<CAPTION>
AGGRESSIVE
GLOBAL EQUITY INCOME EMERGING GROWTH GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C> <C> <C>
ASSETS:
Investments
Investment in WRL Series Fund, Inc.:
Shares ..................................... 12,233,889.584 9,786,721.502 7,754,180.658 4,503,242.177
================== ================= ================= =================
Cost ....................................... $ 182,349,154 $ 115,114,224 $ 107,887,527 $ 62,252,043
================== ================= ================= =================
Investments, at net asset value ............. $ 221,618,940 $ 136,742,208 $ 143,151,054 $ 63,847,033
Accrued transfers from (to) depositor - net . (434,311) 46,815 130,627 (4,195)
------------------ ----------------- ----------------- -----------------
Total assets ............................... 221,184,629 136,789,023 143,281,681 63,842,838
------------------ ----------------- ----------------- -----------------
LIABILITIES: .................................. 0 0 0 0
------------------ ----------------- ----------------- -----------------
Total net assets ........................... $ 221,184,629 $ 136,789,023 $ 143,281,681 $ 63,842,838
================== ================= ================= =================
EQUITY ACCOUNTS:
Contract Owners' equity:
Units ...................................... 10,764,226.518931 8,849,836.119981 7,440,062.350527 4,385,415.675763
================== ================= ================= =================
Unit value ................................. $ 20.548121 $ 15.456673 $ 19.258129 $ 14.557990
================== ================= ================= =================
Contract Owners' equity .................... $ 221,184,629 $ 136,789,023 $ 143,281,681 $ 63,842,838
------------------ ----------------- ----------------- -----------------
Depositor's equity:
Units ...................................... N/A N/A N/A N/A
================== ================= ================= =================
Unit value ................................. $ N/A $ N/A $ N/A $ N/A
================== ================= ================= =================
Depositor's equity ......................... $ N/A $ N/A $ N/A $ N/A
------------------ ----------------- ----------------- -----------------
Total equity ............................... $ 221,184,629 $ 136,789,023 $ 143,281,681 $ 63,842,838
================== ================= ================= =================
</TABLE>
<TABLE>
<CAPTION>
BALANCED UTILITY
SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C>
ASSETS:
Investments
Investment in WRL Series Fund, Inc.:
Shares ..................................... 1,193,098.378 1,053,224.651
================= ===============
Cost ....................................... $ 12,180,525 $ 11,633,916
================= ===============
Investments, at net asset value ............. $ 13,594,982 $ 12,388,918
Accrued transfers from (to) depositor - net . 2,616 8,405
----------------- ---------------
Total assets ............................... 13,597,598 12,397,323
----------------- ---------------
LIABILITIES: .................................. 0 0
----------------- ---------------
Total net assets ........................... $ 13,597,598 $ 12,397,323
================= ===============
EQUITY ACCOUNTS:
Contract Owners' equity: 1,124,365.141725 960,651.569215
Units ...................................... ================= ===============
$ 12.093578 $ 12.905119
Unit value ................................. ================= ===============
$ 13,597,598 $ 12,397,323
Contract Owners' equity .................... ----------------- ---------------
Depositor's equity: N/A N/A
Units ...................................... ================= ===============
$ N/A $ N/A
Unit value ................................. ================= ===============
$ N/A $ N/A
Depositor's equity ......................... ----------------- ---------------
$ 13,597,598 $ 12,397,323
Total equity ............................... ================= ===============
</TABLE>
9
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
STATEMENTS OF OPERATIONS
For the year or period ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT-TO-
INTERMEDIATE
MONEY MARKET BOND GROWTH GOVERNMENT
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividend income ................................. $2,318,177 $ 2,726,380 $ 5,703,766 $ 427,720
Capital gain distributions ...................... 0 0 30,982,138 0
---------- ------------ ----------- ---------
2,318,177 2,726,380 36,685,904 427,720
---------- ------------ ----------- ---------
EXPENSES:
Mortality and expense risk ...................... 581,835 609,357 7,089,696 108,059
---------- ------------ ----------- ---------
Net investment income (loss) ................ 1,736,342 2,117,023 29,596,208 319,661
---------- ------------ ----------- ---------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss) from securities
transactions ............................... 0 (894,887) 19,049,009 203,213
Change in unrealized appreciation (depreciation) 0 (2,059,236) 36,040,068 (343,649)
---------- ------------ ----------- ---------
Net gain (loss) on investments ................ 0 (2,954,123) 55,089,077 (140,436)
---------- ------------ ----------- ---------
Net increase (decrease) in equity accounts
resulting from operations ................... $1,736,342 $ (837,100) $84,685,285 $ 179,225
========== ============ =========== =========
</TABLE>
The notes to the financial statements are an integral part of this report.
<TABLE>
<CAPTION>
AGGRESSIVE
GLOBAL EQUITY-INCOME EMERGING GROWTH GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividend income .................................. $ 2,398,560 $ 2,987,391 $ 5,938 $ 805,763
Capital gain distributions ....................... 16,556,571 4,643,304 6,301,328 1,108,485
----------- ----------- ----------- -----------
18,955,131 7,630,695 6,307,266 1,914,248
----------- ----------- ----------- -----------
EXPENSES:
Mortality and expense risk ....................... 2,403,768 1,588,877 1,689,428 791,978
----------- ----------- ----------- -----------
Net investment income (loss) ................. 16,551,363 6,041,818 4,617,838 1,122,270
----------- ----------- ----------- -----------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss) from securities
transactions ................................ 3,629,444 2,456,417 5,871,308 5,388,425
Change in unrealized appreciation (depreciation) 22,139,297 7,750,988 9,527,527 (1,464,474)
----------- ----------- ----------- -----------
Net gain (loss) on investments ............... 25,768,741 10,207,405 15,398,835 3,923,951
----------- ----------- ----------- -----------
Net increase (decrease) in equity accounts
resulting from operations .................. $42,320,104 $16,249,223 $20,016,673 $ 5,046,221
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
BALANCED UTILITY
SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C>
INVESTMENT INCOME:
Dividend income ................................. $ 318,130 $ 343,073
Capital gain distributions ...................... 116,253 320,533
---------- -----------
434,383 663,606
---------- -----------
EXPENSES:
Mortality and expense risk ...................... 153,488 153,091
---------- -----------
Net investment income (loss) ................ 280,895 510,515
---------- -----------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss) from securities
transactions .............................. 303,521 938,461
Change in unrealized appreciation (depreciation) 510,671 (345,673)
---------- -----------
Net gain (loss) on investments .............. 814,192 592,788
---------- -----------
Net increase (decrease) in equity accounts
resulting from operations ................. $1,095,087 $ 1,103,303
========== ===========
</TABLE>
The notes to the financial statements are an integral part of this report.
10
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
At December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TACTICAL ASSET MERIDIAN/INVESCO
ALLOCATION C.A.S.E. GROWTH GLOBAL SECTOR VALUE EQUITY
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
<S> <C> <C> <C> <C>
ASSETS:
Investments
Investment in WRL Series Fund, Inc.:
Shares ................................... 4,923,286.903 270,709.091 228,542.062 1,478,564.186
================= ================ ================= =================
Cost ..................................... $ 56,485,830 $ 3,410,503 $ 2,328,309 $ 15,479,239
================= ================ ================= =================
Investments at net asset value ............. $ 62,086,158 $ 3,632,088 $ 2,411,645 $ 16,658,260
Accrued transfers from (to) depositor -
net ...................................... 109,274 (20,473) 5,153 20,457
----------------- ---------------- ----------------- -----------------
Total assets ............................. 62,195,432 3,611,615 2,416,798 16,678,717
----------------- ---------------- ----------------- -----------------
LIABILITIES: .................................. 0 0 0 0
----------------- ---------------- ----------------- -----------------
Total net assets ......................... $ 62,195,432 $ 3,611,615 $ 2,416,798 $ 16,678,717
================= ================ ================= =================
EQUITY ACCOUNTS:
Contract Owners' equity:
Units .................................... 4,640,508.914581 260,151.966141 179,748.125878 1,470,890.372880
================= ================ ================= =================
Unit value ............................... $ 13.402718 $ 13.882712 $ 10.519446 $ 11.224729
================= ================ ================= =================
Contract Owners' equity .................. $ 62,195,432 $ 3,611,615 $ 1,890,851 $ 16,510,346
----------------- ---------------- ----------------- -----------------
Depositor's equity:
Units .................................... N/A N/A 49,997.602730 15,000.000000
================= ================ ================= =================
Unit value ............................... $ N/A $ N/A $ 10.519446 $ 11.224729
================= ================ ================= =================
Depositor's equity ....................... $ N/A $ N/A $ 525,947 $ 168,371
----------------- ---------------- ----------------- -----------------
Total equity ............................. $ 62,195,432 $ 3,611,615 $ 2,416,798 $ 16,678,717
================= ================ ================= =================
</TABLE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
STATEMENTS OF OPERATIONS
For the year or period ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TACTICAL ASSET MERIDIAN/INVESCO
ALLOCATION C.A.S.E. GROWTH GLOBAL SECTOR VALUE EQUITY
SUB-ACCOUNT SUB-ACCOUNT(A) SUB-ACCOUNT(B) SUB-ACCOUNT(B)
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividend income ................................. $1,358,726 $ 13,501 $ 4,127 $ 54,476
Capital gain distributions ...................... 1,124,308 60,238 8,435 23,016
---------- ---------- ---------- ----------
2,483,034 73,739 12,562 77,492
---------- ---------- ---------- ----------
EXPENSES:
Mortality and expense risk ...................... 625,676 16,148 13,507 62,393
---------- ---------- ---------- ----------
Net investment income (loss) ................ 1,857,358 57,591 (945) 15,099
---------- ---------- ---------- ----------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss) from securities
transactions ................................ 1,214,979 6,286 54,832 17,249
Change in unrealized appreciation (depreciation) 3,264,959 221,585 83,336 1,179,022
---------- ---------- ---------- ----------
Net gain (loss) on investments .............. 4,479,938 227,871 138,168 1,196,271
---------- ---------- ---------- ----------
Net increase (decrease) in equity accounts
resulting from operations ................. $6,337,296 $ 285,462 $ 137,223 $1,211,370
========== ========== ========== ==========
</TABLE>
(a) This sub-account option became effective May 1, 1996.
(b) The inception date of this sub-account was May 1, 1996.
The notes to the financial statements are an integral part of this report.
11
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
STATEMENTS OF CHANGES IN EQUITY ACCOUNTS
For the year or period ended
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY MARKET BOND
SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31
------------------------------- ------------------------------
1996 1995 1996 1995
-------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) ....... $ 1,736,342 $ 1,688,168 $ 2,117,023 $ 2,463,557
Net gain (loss) on investments ..... 0 0 (2,954,123) 7,173,790
-------------- --------------- -------------- --------------
Net increase (decrease) in equity
accounts resulting from operations 1,736,342 1,688,168 (837,100) 9,637,347
-------------- --------------- -------------- --------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed) 20,115,791 (5,902,965) (1,163,641) 2,542,773
-------------- --------------- -------------- --------------
Less cost of units redeemed:
Administrative charges ............. 26,252 29,037 37,247 44,441
Policy loans ....................... 9,353 519 8,380 22,037
Surrender benefits ................. 12,019,796 8,795,944 5,573,331 4,815,578
Death benefits ..................... 251,461 682,261 973,057 381,877
-------------- --------------- -------------- --------------
12,306,862 9,507,761 6,592,015 5,263,933
-------------- --------------- -------------- --------------
Increase (decrease) in equity
accounts from capital unit
transactions ..................... 7,808,929 (15,410,726) (7,755,656) (2,721,160)
-------------- --------------- -------------- --------------
Net increase (decrease) in equity
accounts ......................... 9,545,271 (13,722,558) (8,592,756) 6,916,187
Depositors' equity contribution
(redemption) ..................... 0 0 0 0
EQUITY ACCOUNTS:
Beginning of period ................. 41,595,517 55,318,075 54,109,165 47,192,978
-------------- ------------- -------------- --------------
End of period ....................... $51,140,788 $41,595,517 $45,516,409 $54,109,165
============== ============= ============== ==============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
GROWTH
SUB-ACCOUNT
DECEMBER 31
--------------------------------
1996 1995
--------------- ----------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) ....... $ 29,596,208 $ 45,360,822
Net gain (loss) on investments ..... 55,089,077 124,914,006
--------------- ---------------
Net increase (decrease) in equity
accounts resulting from operations 84,685,285 170,274,828
--------------- ---------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed) 20,058,281 (5,005,493)
--------------- ---------------
Less cost of units redeemed:
Administrative charges ............. 488,816 506,610
Policy loans ....................... 223,257 248,376
Surrender benefits ................. 57,167,796 39,094,973
Death benefits ..................... 3,394,348 2,653,999
--------------- ---------------
61,274,217 42,503,958
--------------- ---------------
Increase (decrease) in equity
accounts from capital unit
transactions ..................... (41,215,936) (47,509,451)
--------------- ---------------
Net increase (decrease) in equity
accounts ......................... 43,469,349 122,765,377
Depositors' equity contribution
(redemption) ..................... 0 0
EQUITY ACCOUNTS:
Beginning of period ................. 532,646,038 409,880,661
--------------- ---------------
End of period ....................... $576,115,387 $532,646,038
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
SHORT-TO-INTERMEDIATE
GOVERNMENT GLOBAL EQUITY-INCOME
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31 DECEMBER 31
1996 1995 1996 1995 1996 1995
---------- ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) ....... $ 319,661 $ 384,381 $ 16,551,363 $ 3,845,538 $ 6,041,818 $ 4,829,923
Net gain (loss) on investments ..... (140,436) 571,227 25,768,741 21,401,529 10,207,405 16,256,046
---------- ---------- ------------ ------------ ------------ ------------
Net increase (decrease) in equity
accounts resulting from operations 179,225 955,608 42,320,104 25,247,067 16,249,223 21,085,969
---------- ---------- ------------ ------------ ------------ ------------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed) (75,931) 1,015,750 52,563,710 (18,151,534) 14,094,848 13,068,987
---------- ---------- ------------ ------------ ------------ ------------
Less cost of units redeemed:
Administrative charges ............ 4,880 5,833 137,643 125,566 81,004 78,077
Policy loans ...................... 0 0 83,013 93,720 43,799 76,572
Surrender benefits ................ 656,540 369,692 14,292,685 9,634,079 9,351,749 5,988,610
Death benefits .................... 29,829 218,964 610,901 522,441 452,886 244,625
---------- ---------- ------------ ------------ ------------ ------------
691,249 594,489 15,124,242 10,375,806 9,929,438 6,387,884
---------- ---------- ------------ ------------ ------------ ------------
Increase (decrease) in equity
accounts from capital unit
transactions .................... (767,180) 421,261 37,439,468 (28,527,340) 4,165,410 6,681,103
---------- ---------- ------------ ------------ ------------ ------------
Net increase (decrease) in equity
accounts ........................ (587,955) 1,376,869 79,759,572 (3,280,273) 20,414,633 27,767,072
Depositors' equity contribution
(redemption) .................... 0 0 0 0 0 0
EQUITY ACCOUNTS:
Beginning of period ................ 9,212,837 7,835,968 141,425,057 144,705,330 116,374,390 88,607,318
---------- ---------- ------------ ------------ ------------ ------------
End of period ...................... $8,624,882 $9,212,837 $221,184,629 $141,425,057 $136,789,023 $116,374,390
========== ========== ============ ============ ============ ============
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
EMERGING GROWTH AGGRESSIVE GROWTH BALANCED
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31 DECEMBER 31
--------------------------- -------------------------- -------------------------
1996 1995 1996 1995 1996 1995
------------ ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) ....... $ 4,617,838 $ 3,589,652 $ 1,122,270 $ 1,120,016 $ 280,895 $ 272,734
Net gain (loss) on investments ..... 15,398,835 32,014,723 3,923,951 10,026,368 814,192 1,354,330
------------ ------------ ----------- ----------- ---------- ----------
Net increase (decrease) in equity
accounts resulting from operations 20,016,673 35,604,375 5,046,221 11,146,384 1,095,087 1,627,064
------------ ------------ ----------- ----------- ---------- ----------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed) 17,337,483 4,113,982 (1,289,738) 39,257,963 2,215,506 1,328,562
------------ ------------ ----------- ----------- ---------- ----------
Less cost of units redeemed:
Administrative charges ............ 99,632 87,206 47,456 33,386 8,994 7,018
Policy loans ...................... 89,701 68,066 28,385 6,188 7,719 2,452
Surrender benefits ................ 9,349,520 6,989,309 5,021,875 2,866,706 789,474 967,365
Death benefits .................... 330,930 256,599 482,273 113,112 30,797 15,181
------------ ------------ ----------- ----------- ---------- ----------
9,869,783 7,401,180 5,579,989 3,019,392 836,984 992,016
------------ ------------ ----------- ----------- ---------- ----------
Increase (decrease) in equity
accounts from capital unit
transactions .................... 7,467,700 (3,287,198) (6,869,727) 36,238,571 1,378,522 336,546
------------ ------------ ----------- ----------- ---------- ----------
Net increase (decrease) in equity
accounts ........................ 27,484,373 32,317,177 (1,823,506) 47,384,955 2,473,609 1,963,610
Depositors' equity contribution
(redemption) .................... 0 0 0 (273,355) (218,651) 0
EQUITY ACCOUNTS:
Beginning of period ................ 115,797,308 83,480,131 65,666,344 18,554,744 11,342,640 9,379,030
------------ ------------ ----------- ----------- ----------- -----------
End of period ...................... $143,281,681 $115,797,308 $63,842,838 $65,666,344 $13,597,598 $11,342,640
============ ============ =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
TACTICAL ASSET
UTILITY ALLOCATION C.A.S.E. GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31 DECEMBER 31
--------------------------- -------------------------- ----------------
1996 1995 1996 1995(A) 1996(B)
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) ....... $ 510,515 $ 374,648 $ 1,857,358 $ 1,087,280 $ 57,591
Net gain (loss) on investments ..... 592,788 1,474,907 4,479,938 2,594,191 227,871
------------ ----------- ----------- ------------ ----------
Net increase (decrease) in equity
accounts resulting from operations 1,103,303 1,849,555 6,337,296 3,681,471 285,462
------------ ----------- ----------- ------------ ----------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed) 1,291,325 5,047,279 24,484,490 32,279,325 3,388,144
------------ ----------- ----------- ------------ ----------
Less cost of units redeemed:
Administrative charges ............ 6,938 5,178 25,024 10,562 462
Policy loans ...................... 1,483 3,519 0 34,893 813
Surrender benefits ................ 1,580,568 491,819 3,369,971 983,608 60,716
Death benefits .................... 67,595 12,014 141,303 14,621 0
------------ ----------- ----------- ------------ ----------
1,656,584 512,530 3,536,298 1,043,684 61,991
------------ ----------- ----------- ------------ ----------
Increase (decrease) in equity
accounts from capital unit
transactions .................... (365,259) 4,534,749 20,948,192 31,235,641 3,326,153
------------ ----------- ----------- ------------ ----------
Net increase (decrease) in equity
accounts ........................ 738,044 6,384,304 27,285,488 34,917,112 3,611,615
Depositors' equity contribution
(redemption) .................... (231,034) 0 0 (7,168) 0
EQUITY ACCOUNTS:
Beginning of period ................ 11,890,313 5,506,009 34,909,944 0 0
------------ ----------- ----------- ------------ ----------
End of period ...................... $ 12,397,323 $11,890,313 $62,195,432 $ 34,909,944 $3,611,615
============ =========== =========== ============ ==========
</TABLE>
<TABLE>
<CAPTION>
MERIDIAN/INVESCO
GLOBAL SECTOR VALUE EQUITY
SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31
----------------- ---------------
1996(C) 1996(C)
----------------- ---------------
<C> <C>
OPERATIONS:
Net investment income (loss) ....... $ (945) $ 15,099
Net gain (loss) on investments ..... 138,168 1,196,271
----------- -----------
Net increase (decrease) in equity
accounts resulting from operations 137,223 1,211,370
----------- -----------
EQUITY TRANSACTIONS:
Proceeds from units sold (redeemed) 2,131,630 15,672,280
----------- -----------
Less cost of units redeemed:
Administrative charges ............ 213 1,691
Policy loans ...................... 3,515 589
Surrender benefits ................ 348,327 263,664
Death benefits .................... 0 88,989
----------- -----------
352,055 354,933
----------- -----------
Increase (decrease) in equity
accounts from capital unit
transactions .................... 1,779,575 15,317,347
----------- -----------
Net increase (decrease) in equity
accounts ........................ 1,916,798 16,528,717
Depositors' equity contribution
(redemption) .................... 500,000 150,000
EQUITY ACCOUNTS:
Beginning of period ................ 0 0
----------- -----------
End of period ...................... $ 2,416,798 $16,678,717
=========== ===========
</TABLE>
(a) The inception date of this sub-account was January 3, 1995.
(b) This sub-account option became effective May 1, 1996.
(c) The inception date of this sub-account was May 1, 1996.
The notes to the financial statements are an integral part of this report.
13
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
SELECTED PER UNIT DATA AND RATIOS*
For the period ended
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY MARKET
SUB-ACCOUNT
DECEMBER 31
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 12.80 $ 12.29 $ 12.03 $ 11.89 $ 11.68
Income from operations:
Net investment income (loss) ...... 0.49 0.51 0.26 0.14 0.21
Net realized and unrealized gain
(loss) on investments ........... 0.00 0.00 0.00 0.00 0.00
---------- ---------- ---------- ---------- ----------
Total income (loss) from
operations .................. 0.49 0.51 0.26 0.14 0.21
---------- ---------- ---------- ---------- ----------
Accumulation unit value,
end of period ....................... $ 13.29 $ 12.80 $ 12.29 $ 12.03 $ 11.89
========== ========== ========== ========== ==========
Total return (a) ...................... 3.81% 4.12% 2.22% 1.16% 1.77%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $51,141 $41,596 $55,318 $32,943 $41,133
Ratio of net investment income (loss)
to average net assets (b) ......... 3.72% 4.03% 2.28% 1.15% 1.73%
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
BOND
SUB-ACCOUNT
DECEMBER 31
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 18.31 $ 15.08 $ 16.40 $ 14.65 $ 13.89
Income from operations:
Net investment income (loss) ...... 0.77 0.83 0.72 1.67 1.16
Net realized and unrealized gain
(loss) on investments ........... (0.97) 2.40 (2.04) 0.08 (0.40)
---------- ---------- ---------- ---------- ----------
Total income (loss) from
operations .................. (0.20) 3.23 (1.32) 1.75 0.76
---------- ---------- ---------- ---------- ----------
Accumulation unit value,
end of period ....................... $ 18.11 $ 18.31 $ 15.08 $ 16.40 $ 14.65
========== ========== ========== ========== ==========
Total return (a) ...................... (1.10%) 21.46% (8.10%) 11.97% 5.44%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $ 45,516 $ 54,109 $ 47,193 $ 66,483 $ 52,234
Ratio of net investment income (loss)
to average net assets (b) ......... 4.34% 4.94% 4.69% 10.94% 8.18%
</TABLE>
<TABLE>
<CAPTION>
GROWTH
SUB-ACCOUNT
DECEMBER 31
---------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 28.47 $ 19.60 $ 21.64 $ 21.07 $ 20.85
Income from operations:
Net investment income (loss) ...... 1.64 2.35 (0.06) 0.20 0.80
Net realized and unrealized gain
(loss) on investments ........... 3.06 6.52 (1.98) 0.37 (0.58)
----------- ----------- ----------- ----------- -----------
Total income (loss) from
operations .................. 4.70 8.87 (2.04) 0.57 0.22
----------- ----------- ----------- ----------- -----------
Accumulation unit value,
end of period ....................... $ 33.17 $ 28.47 $ 19.60 $ 21.64 $ 21.07
=========== =========== =========== =========== ===========
Total return (a) ...................... 16.50% 45.29% (9.45%) 2.69% 1.07%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $576,115 $532,646 $409,881 $575,024 $555,268
Ratio of net investment income (loss)
to average net assets (b) ......... 5.22% 9.81% (0.28%) 0.99% 4.07%
</TABLE>
<TABLE>
<CAPTION>
SHORT-TO-INTERMEDIATE
GOVERNMENT
SUB-ACCOUNT
DECEMBER 31
-------------------------------------------------------
1996 1995 1994 1993 1992(C)
--------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $11.43 $ 10.19 $ 10.36 $ 10.04 $10.00
Income from operations:
Net investment income (loss) ...... 0.42 0.49 0.37 0.21 0.01
Net realized and unrealized gain
(loss) on investments ........... (0.17) 0.75 (0.54) 0.11 0.03
--------- --------- ---------- ---------- ---------
Total income (loss) from
operations .................. 0.25 1.24 (0.17) 0.32 0.04
--------- --------- ---------- ---------- ---------
Accumulation unit value,
end of period ....................... $11.68 $ 11.43 $ 10.19 $ 10.36 $10.04
========= ========== ========== ========== =========
Total return (a) ...................... 2.20% 12.13% (1.66%) 3.28% 0.36%
Ratios and supplemental data:
Net assets at end of period
(in thousands) ..................... $8,625 $ 9,213 $ 7,836 $10,010 $ 853
Ratio of net investment income (loss)
to average net assets (b) .......... 3.70% 4.59% 3.67% 2.08% 1.68%
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
GLOBAL
SUB-ACCOUNT
DECEMBER 31
-------------------------------------------------------------
1996 1995 1994 1993 1992(C)
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 16.29 $ 13.40 $ 13.54 $ 10.15 $ 10.00
Income from operations:
Net investment income (loss) ..... 1.62 0.42 0.45 0.16 (0.01)
Net realized and unrealized gain
(loss) on investments ........... 2.64 2.47 (0.59) 3.23 0.16
--------- --------- ---------- --------- ----------
Total income (loss) from
operations .................. 4.26 2.89 (0.14) 3.39 0.15
--------- --------- ---------- --------- ---------
Accumulation unit value,
end of period ....................... $ 20.55 $ 16.29 $ 13.40 $ 13.54 $ 10.15
========= ========= ========== ========= =========
Total return (a) ...................... 26.15% 21.53% (0.99%) 33.34% 1.52%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $221,185 $141,425 $144,705 $ 69,665 $ 254
Ratio of net investment income (loss)
to average net assets (b) ......... 8.60% 2.89% 3.40% 1.40% (1.20%)
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
EQUITY-INCOME
SUB-ACCOUNT
DECEMBER 31
------------------------------------------------
1996 1995 1994 1993(D)
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 13.61 $ 11.06 $ 11.25 $ 10.00
Income from operations:
Net investment income (loss) ..... 0.68 0.59 0.16 0.16
Net realized and unrealized gain
(loss) on investments ........... 1.17 1.96 (0.35) 1.09
----------- ----------- ---------- ----------
Total income (loss) from
operations .................. 1.85 2.55 (0.19) 1.25
----------- ----------- ---------- ----------
Accumulation unit value,
end of period ....................... $ 15.46 $ 13.61 $ 11.06 $ 11.25
=========== =========== ========== ==========
Total return (a) ...................... 13.57% 23.11% (1.77%) 12.54%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $136,789 $116,374 $88,607 $49,240
Ratio of net investment income (loss)
to average net assets (b) ......... 4.75% 4.74% 1.43% 1.84%
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
EMERGING GROWTH AGGRESSIVE GROWTH
SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31
------------------------------------------------ ----------------------------------
1996 1995 1994 1993(D) 1996 1995 1994(E)
----------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 16.40 $ 11.31 $ 12.37 $ 10.00 $ 13.35 $ 9.79 $ 10.00
Income from operations:
Net investment income (loss) ..... 0.63 0.51 (0.13) (0.12) 0.25 0.29 (0.08)
Net realized and unrealized gain
(loss) on investments ........... 2.23 4.58 (0.93) 2.49 0.96 3.27 (0.13)
-------- -------- -------- -------- ------- ------- --------
Total income (loss) from
operations .................. 2.86 5.09 (1.06) 2.37 1.21 3.56 (0.21)
-------- -------- -------- -------- ------- ------- --------
Accumulation unit value,
end of period ....................... $ 19.26 $ 16.40 $ 11.31 $ 12.37 $ 14.56 $ 13.35 $ 9.79
======== ======== ======== ======== ======= ======= ========
Total return (a) ...................... 17.41% 44.97% (8.51%) 23.67% 9.07% 36.31% (2.08%)
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $143,282 $115,797 $83,480 $58,794 $63,843 $65,666 $18,555
Ratio of net investment income (loss)
to average net assets (b) .......... 3.42% 3.68% (1.21%) (1.30%) 1.77% 2.28% (1.04%)
</TABLE>
BALANCED
SUB-ACCOUNT
DECEMBER 31
----------------------------------
1996 1995 1994(E)
---------- ---------- ----------
Accumulation unit value, beginning
of period ........................... $ 11.06 $ 9.35 $ 10.00
Income from operations:
Net investment income (loss) ..... 0.26 0.29 0.21
Net realized and unrealized gain
(loss) on investments ........... 0.77 1.42 (0.86)
---------- ---------- ----------
Total income (loss) from
operations .................. 1.03 1.71 (0.65)
---------- ---------- ----------
Accumulation unit value,
end of period ....................... $ 12.09 $ 11.06 $ 9.35
========== ========== ==========
Total return (a) ...................... 9.34% 18.31% (6.52%)
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $13,598 $11,343 $ 9,379
Ratio of net investment income (loss)
to average net assets (b) ......... 2.29% 2.85% 2.63%
* The above table illustrates the change for a unit outstanding computed using
average units outstanding throughout each period. See Notes to Selected Per Unit
Data and Ratios on page 12.
The notes to the financial statements are an integral part of this report.
16
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
SELECTED PER UNIT DATA AND RATIOS*
For the period ended
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TACTICAL ASSET C.A.S.E.
UTILITY ALLOCATION GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31 DECEMBER 31
---------------------------------- ---------------------- --------------
1996 1995 1994(E) 1996 1995(F) 1996(G)
---------- ---------- ---------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Accumulation unit value, beginning
of period ........................... $ 11.71 $ 9.46 $ 10.00 $ 11.86 $ 10.00 $12.87
Income from operations:
Net investment income (loss) ..... 0.50 0.45 0.32 0.46 0.58 .39
Net realized and unrealized gain
(loss) on investments ........... 0.70 1.80 (0.86) 1.08 1.28 .62
---------- ---------- ---------- ---------- ---------- ----------
Total income (loss) from
operations .................. 1.20 2.25 (0.54) 1.54 1.86 1.01
---------- ---------- ---------- ---------- ---------- ----------
Accumulation unit value,
end of period ....................... $ 12.91 $ 11.71 $ 9.46 $ 13.40 $ 11.86 $13.88
========== ========== ========== ========== ========== ==========
Total return (a) ...................... 10.25% 23.70% (5.37%) 13.00% 18.61% 7.84%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $12,397 $11,890 $ 5,506 $62,195 $34,910 $3,612
Ratio of net investment income (loss)
to average net assets (b) ......... 4.17% 4.26% 4.07% 3.71% 5.25% 4.43%
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
MERIDIAN/
INVESCO
GLOBAL SECTOR VALUE EQUITY
SUB-ACCOUNT SUB-ACCOUNT
DECEMBER 31 DECEMBER 31
------------- ------------
1996(H) 1996(H)
------------- ------------
Accumulation unit value, beginning
of period ........................... $10.00 $10.00
Income from operations:
Net investment income (loss) ..... (0.01) 0.02
Net realized and unrealized gain
(loss) on investments ........... 0.53 1.20
------ ------
Total income (loss) from
operations ................... 0.52 1.22
------ ------
Accumulation unit value,
end of period ....................... $10.52 $11.22
====== ======
Total return (a) ...................... 5.19% 12.25%
Ratios and supplemental data:
Net assets at end of period
(in thousands) .................... $2,417 $16,679
Ratio of net investment income (loss)
to average net assets (b) ......... (0.09%) 0.30%
* The above table illustrates the change for a unit outstanding computed
using average units outstanding throughout each period. See Notes to
Selected Per Unit Data and Ratios below.
NOTES TO SELECTED PER UNIT DATA AND RATIOS
- ------------------------------------------
(a) For periods less than one year the total return is not annualized.
(b) For periods less than one year the ratio of net investment income to
average net assets is annualized.
(c) The inception date of this sub-account was December 3, 1992.
(d) The inception date of this sub-account was March 1, 1993.
(e) The inception date of this sub-account was March 1, 1994.
(f) The inception date of this sub-account was January 3, 1995.
(g) This sub-account option became effective May 1, 1996.
(h) The inception date of this sub-account was May 1, 1996.
The notes to the financial statements are an integral part of this report.
17
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996
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 fourteen 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:
PORTFOLIO INVESTMENT MANAGER
- --------------------- -------------------------------
Money Market J.P. Morgan Investment
Management Inc.
Bond Janus Capital Corporation
("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
C.A.S.E. Growth C.A.S.E. Management, Inc.
Meridian/INVESCO Meridian Investment
Global Sector Management
Corporation/INVESCO
Global Asset
Management Limited
Value Equity NWQ Investment
Management
Company, Inc
WRL and AEGON Management are indirect wholly-owned subsidiaries of AEGON USA,
Inc., which is an indirect wholly-owned subsidiary of AEGON nv, a Netherlands
corporation.
On May 1, 1996 WRL made an initial contribution to the Annuity Account. The
amount of the contribution and units received from the corresponding sub-account
are as follows:
SUB-ACCOUNT CONTRIBUTION UNITS
- ----------------- --------------- ----------------
Meridian/INVESCO
Global Sector $ 500,000 49,997.602730
Value Equity $ 150,000 15,000.000000
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.
18
<PAGE>
WRL SERIES ANNUITY ACCOUNT
FREEDOM AND ATTAINER
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 (CONTINUED)
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, 1996.
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.
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 typically declared
and reinvested semiannually, while capital gain distributions are typically
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, 1996 the equity accounts include net unrealized
appreciation (depreciation) on investments as follows:
SUB-ACCOUNT
- ------------
Money Market $ N/A
Bond (2,128,313)
Growth 130,218,801
Short-to-Intermediate Government (110,915)
Global 39,269,786
Equity-Income 21,627,984
Emerging Growth 35,263,527
Aggressive Growth 1,594,990
Balanced 1,414,457
Utility 755,002
Tactical Asset Allocation 5,600,328
C.A.S.E. Growth 221,585
Meridian/INVESCO Global Sector 83,336
Value Equity 1,179,021
19
<PAGE>
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, 1996 and 1995, 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, 1996. 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.
As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Department of the State of Ohio, which practices
differ from generally accepted accounting principles. The variances between such
practices and generally accepted accounting principles are also described in
Note 1. The effects on the financial statements of these variances are not
reasonably determinable but are presumed to be material.
In our opinion, because of the effects of the matters described in the preceding
paragraph, the financial statements referred to above 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, 1996 and 1995, or
the results of its operations or its cash flows for each of the three years in
the period ended December 31, 1996.
20
<PAGE>
Also, 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, 1996 and 1995, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1996 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
February 21, 1997
21
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
BALANCE SHEETS - STATUTORY BASIS
(DOLLARS IN THOUSANDS)
DECEMBER 31
1996 1995
---------- ----------
ADMITTED ASSETS
Cash and invested assets:
Cash and short-term investments $ 2,480 $ 4,999
Bonds 359,579 452,474
Common stocks at market (cost:
$302 in 1996 and $473 in 1995) 597 834
Mortgage loans on real estate 6,049 6,181
Home office properties, at cost
less accumulated depreciation
($0 in 1996 and $1,505 in 1995) 7,962 5,121
Policy loans 52,604 37,125
---------- ----------
Total cash and invested assets 429,271 506,734
Premiums deferred and uncollected 1,943 1,787
Accrued investment income 5,940 7,565
Receivable from affiliates 1,165 4,337
Transfers from separate accounts 204,181 --
Other assets 3,962 4,264
Separate account assets 3,527,145 2,419,205
---------- ----------
Total admitted assets $4,173,607 $2,943,892
========== ==========
SEE ACCOMPANYING NOTES.
22
<PAGE>
DECEMBER 31
1996 1995
---------- ----------
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Aggregate reserves for policies and contracts:
Life $ 155,166 $ 72,032
Annuity 332,230 319,353
Policy and contract claim reserves 8,584 6,612
Other policyholders' funds 3,104 2,633
Remittances and items not allocated 9,107 5,136
Federal income taxes payable 1,266 1,417
Asset valuation reserve 5,710 5,590
Interest maintenance reserve 7,451 6,392
Payable to affiliate 20,463 --
Other liabilities 13,082 10,984
Separate account liabilities 3,521,888 2,415,804
---------- ----------
Total liabilities 4,078,051 2,845,953
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 26,041 28,424
---------- ----------
Total capital and surplus 95,556 97,939
---------- ----------
Total liabilities and capital and surplus $4,173,607 $2,943,892
========== ==========
SEE ACCOMPANYING NOTES.
23
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENTS OF OPERATIONS - STATUTORY BASIS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31
1996 1995 1994
---------- -------- --------
<S> <C> <C> <C>
Revenues:
Premiums and other considerations,
net of reinsurance:
Life $ 293,590 $191,508 $150,991
Annuity 740,125 378,390 449,141
Net investment income 36,067 40,891 40,139
Amortization of interest maintenance reserve 1,335 882 726
Commissions and expense allowances on
reinsurance ceded
11 11 12
Other income 13,398 8,237 6,354
---------- -------- --------
1,084,526 619,919 647,363
Benefits and expenses:
Benefits paid or provided for:
Life 21,256 17,844 15,921
Surrender benefits 286,406 206,250 196,169
Other benefits 23,270 19,530 18,403
Increase (decrease) in aggregate reserves for
policies and contracts:
Life 80,139 (15,132) (11,618)
Annuity 12,877 5,229 (78,590)
Other 422 109 286
---------- -------- --------
424,370 233,830 140,571
Insurance expenses:
Commissions 140,261 82,903 78,168
General insurance expenses 47,406 37,246 33,100
Taxes, licenses and fees 10,848 8,919 5,931
Transfer to separate accounts 452,471 242,427 386,174
Other expenses 60 34 18
---------- -------- --------
651,046 371,529 503,391
---------- -------- --------
1,075,416 605,359 643,962
---------- -------- --------
Gain from operations before federal
income taxes and realized capital
losses on investments 9,110 14,560 3,401
Federal income tax expense 9,297 8,917 3,406
---------- -------- --------
Gain (loss) from operations before
realized capital losses on investments (187) 5,643 (5)
Netrealized capital losses on investments
(net of related federal income taxes
and amounts transferred to interest
maintenance reserve) (811) (1,678) (1,133)
---------- -------- --------
Net income (loss) $ (998) $ 3,965 $ (1,138)
========== ======== ========
</TABLE>
SEE ACCOMPANYING NOTES.
24
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS - STATUTORY BASIS
(DOLLARS IN THOUSANDS)
TOTAL
COMMON PAID-IN UNASSIGNED CAPITAL AND
STOCK SURPLUS SURPLUS SURPLUS
------ ------- ---------- -----------
<S> <C> <C> <C> <C>
Balance at January 1, 1994 $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
Increase 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
Net loss for 1996 -- -- (998) (998)
Net unrealized capital gains -- -- 1,294 1,294
Decrease in non-admitted assets -- -- 199 199
Increase in asset valuation reserve -- -- (120) (120)
Increase in surplus in separate accounts
-- -- 237 237
Change in reserve valuation -- -- (2,995) (2,995)
------ ------- ------- -------
Balance at December 31, 1996 $1,500 $68,015 $26,041 $95,556
====== ======= ======= =======
</TABLE>
SEE ACCOMPANYING NOTES.
25
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENTS OF CASH FLOWS - STATUTORY BASIS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31
1996 1995 1994
---------- -------- ---------
<S> <C> <C> <C>
SOURCES OF CASH
Premiums and other considerations,
net of reinsurance $1,033,565 $569,934 $ 600,405
Net investment income 38,666 42,359 41,977
Other income 12,983 8,052 6,311
---------- -------- ---------
1,085,214 620,345 648,693
Life claims (20,655) (16,759) (14,660)
Surrender benefits and other
fund withdrawals (286,406) (206,250) (196,169)
Other benefits to policyholders (22,129) (19,041) (18,251)
Commissions, other expenses and taxes (196,329) (128,314) (119,755)
Net transfers to separate accounts (658,326) (242,427) (386,174)
Dividends to policyholders (44) (26) (22)
Federal income taxes (9,449) (7,531) (3,378)
---------- -------- ---------
Net cash used in operations (108,124) (3) (89,716)
Proceeds from investments sold,
matured or repaid:
Bonds and redeemable preferred stock 122,820 108,554 99,241
Common stocks 175 2,108 80,066
Mortgage loans on real estate 132 1,954 132
Real estate 4,304 -- --
Miscellaneous proceeds -- -- (28)
---------- -------- ---------
Total cash from investments 127,431 112,616 179,411
Capital contribution -- -- 45,000
Other sources 31,546 2,830 6,135
---------- -------- ---------
Total sources of cash 50,853 115,443 140,830
APPLICATIONS OF CASH
Cost of investments acquired:
Bonds and redeemable preferred stock 26,826 139,402 47,214
Common stocks 4 589 65,911
Mortgage loans on real estate -- 6 1,004
Real estate 7,837 449 37
Net increase in policy loans 15,479 9,605 4,496
Miscellaneous applications 5 -- --
---------- -------- ---------
Total investments acquired 50,151 150,051 118,662
Other applications, net 3,221 7,115 6,086
---------- -------- ---------
Total applications of cash 53,372 157,166 124,748
---------- -------- ---------
Net change in cash and
short-term investments (2,519) (41,723) 16,082
Cash and short-term investments
at beginning of year 4,999 46,722 30,640
---------- -------- ---------
Cash and short-term investments
at end of year $ 2,480 $ 4,999 $ 46,722
========== ======== =========
</TABLE>
SEE ACCOMPANYING NOTES.
26
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1996
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 in conformity with
accounting practices prescribed or permitted by the Insurance Department of the
State of Ohio, which practices differ 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 expensed 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 amounts and income tax bases of
assets and liabilities; (g) net realized gains or losses attributed to
27
<PAGE>
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)
changes in the 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 the entire 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 rather than accrued and expensed during the periods
in which the employers provide service. 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 1997,
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. The impact of any such changes
on the Company's statutory surplus cannot be determined at this time and could
be material.
Other significant statutory accounting practices are as follows:
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 included $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
28
<PAGE>
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)
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), and the related
unrealized capital gains/(losses) are reported in unassigned surplus without any
adjustment for federal income taxes. 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.
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 1996, 1995 and 1994, net realized capital gains of $2,394, $554 and $436,
respectively, were credited to the IMR rather than being immediately recognized
in the statements of operations. Amortization of these net gains aggregated
$1,335, $882 and $726 for the years ended December 31, 1996, 1995 and 1994,
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, 1996, 1995 and 1994, the
Company excluded investment income due and accrued of $0, $1 and $237,
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 the laws of the State of Ohio.
29
<PAGE>
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)
The aggregate policy reserves for life insurance policies are based principally
upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary Mortality and
American Experience Mortality Tables. The reserves are calculated using interest
rates ranging from 2.25 to 5.50 percent and are computed principally on the Net
Level Premium Valuation and the Commissioners' Reserve Valuation Methods.
Reserves for universal life policies are based on account balances adjusted for
the Commissioners' Reserve Valuation Method.
Deferred annuity reserves are calculated according to the Commissioners' Annuity
Reserve Valuation Method including 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 5.75 to 9.25 percent 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 ACCOUNTS
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 $997,513, $466,822 and $534,372
in 1996, 1995 and 1994, 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. Separate account
contractholders have no claim against the assets of the general account.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1995 and 1994 financial
statements to conform to the 1996 presentation.
30
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
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 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 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.
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.
31
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
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.
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
1996 1995
-------------------------- ---------------------------
CARRYING CARRYING
VALUE FAIR VALUE VALUE FAIR VALUE
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
ADMITTED ASSETS
Bonds $ 359,579 $ 372,319 $ 452,474 $ 479,656
Common stocks 597 597 834 834
Mortgage loans on real estate 6,049 6,134 6,181 6,536
Policy loans 52,604 52,604 37,125 37,125
Cash and short-term investments 2,480 2,480 4,999 4,999
Separate account assets 3,527,145 3,527,145 2,419,205 2,419,205
LIABILITIES
Investment contract liabilities 321,293 314,748 309,556 279,347
Separate account annuities 2,692,614 2,647,266 1,930,590 1,930,590
</TABLE>
3. INVESTMENTS
The carrying value and estimated fair value of investments in debt securities
are as follows:
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
DECEMBER 31, 1996
Bonds:
United States Government and
agencies $ 11,422 $ 13 $ 292 $ 11,143
State, municipal and other
government 5,504 274 -- 5,778
Public utilities 14,808 848 80 15,576
Industrial and miscellaneous 173,097 8,889 910 181,076
Mortgage-backed securities 154,748 4,617 619 158,746
-------- ------- ------ --------
Total bonds $359,579 $14,641 $1,901 $372,319
======== ======= ====== ========
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
3. INVESTMENTS (CONTINUED)
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
Public utilities 15,079 940 - 16,019
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>
The carrying value and fair value of bonds at December 31, 1996 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.
ESTIMATED
CARRYING FAIR
VALUE VALUE
-------- ---------
Due in one year or less $ 25,420 $ 25,667
Due one through five years 91,070 94,377
Due five through ten years 53,798 57,060
Due after ten years 34,543 36,468
-------- --------
204,831 213,572
Mortgage and other asset backed securities 154,748 158,747
-------- --------
$359,579 $372,319
========= ========
33
<PAGE>
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:
YEAR ENDED DECEMBER 31
1996 1995 1994
------- ------- -------
Interest on bonds $33,969 $38,624 $37,495
Dividends on equity investments - 30 700
Interest on mortgage loans 559 573 616
Rental income on real estate 919 1,014 1,014
Interest on policy loans 3,339 2,353 1,830
Other investment income 9 328 611
------- ------- -------
Gross investment income 38,795 42,922 42,266
Investment expenses (2,728) (2,031) (2,127)
------- ------- --------
Net investment income $36,067 $40,891 $40,139
======= ======== =======
Proceeds from sales and maturities of debt securities and related gross realized
gains and losses were as follows:
YEAR ENDED DECEMBER 31
1996 1995 1994
------- -------- -------
Proceeds $122,820 $108,554 $99,241
======= ======== =======
Gross realized gains $ 2,984 $ 1,631 $ 2,019
Gross realized losses 791 1,346 1,362
------- -------- -------
Net realized gains $ 2,193 $ 285 $ 657
======= ======== =======
At December 31, 1996, bonds with an aggregate carrying value of $5,409 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.
34
<PAGE>
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:
REALIZED
--------------------------------
YEAR ENDED DECEMBER 31
1996 1995 1994
------- ------- -------
Debt securities $ 2,193 $ 285 $ 657
Equity securities -- -- (1,579)
Mortgage loans -- (1,409) --
Real estate (606) -- --
Other invested assets (4) -- --
------- ------- -------
1,583 (1,124) (922)
Tax effect -- -- 225
Transfer to interest maintenance
reserve (2,394) (554) (436)
------- ------- -------
Net realized losses $ (811) $(1,678) $(1,133)
======= ======= =======
UNREALIZED
---------------------------------
YEAR ENDED DECEMBER 31
1996 1995 1994
-------- -------- --------
Debt securities $(14,442) $ 36,399 $ 43,354
Common stock (66) (236) 1,009
-------- -------- --------
Change in unrealized appreciation
(depreciation) $(14,508) $ 36,163 $(42,345)
======== ======== ========
Gross unrealized gains (losses) on common stocks were as follows:
UNREALIZED
------------------------------
YEAR ENDED DECEMBER 31
1996 1995 1994
---- ---- ----
Unrealized gains $295 $361 $597
Unrealized losses -- -- --
---- ---- ----
Net unrealized gains $295 $361 $597
==== ==== ====
The Company issued no mortgage loans during 1996. 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.
35
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
3. INVESTMENTS (CONTINUED)
During 1996, 1995 and 1994, 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, 1996, 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.
1996 1995 1994
----------- ----------- -----------
Direct premiums $ 1,034,757 $ 570,413 $ 600,608
Reinsurance assumed 2,063 1,569 1,232
Reinsurance ceded (3,105) (2,084) (1,708)
----------- ----------- -----------
Net premiums earned $ 1,033,715 $ 569,898 $ 600,132
=========== =========== ===========
The Company received reinsurance recoveries in the amount of $2,156, $512 and
$1,146 during 1996, 1995 and 1994, respectively. At December 31, 1996 and 1995,
estimated amounts recoverable from reinsurers that have been deducted from
policy and contract claim reserves totaled $974 and $601, respectively. The
aggregate reserves for policies and contracts were reduced for reserve credits
for reinsurance ceded at December 31, 1996 and 1995 of $1,140 and $848,
respectively.
36
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
5. INCOME TAXES
The Company files a separate federal income tax return.
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:
1996 1995 1994
------- ------- -------
Computed tax at federal statutory rate (35%) $ 3,189 $ 5,096 $ 1,190
Deferred acquisition costs - tax basis 7,172 4,241 4,043
Tax reserve valuation (696) (34) (1,353)
Excess tax depreciation (65) (49) (258)
Amortization of IMR (467) (309) (254)
Other, net 164 (28) 38
------- ------- -------
Federal income tax expense $ 9,297 $ 8,917 $ 3,406
======= ======= =======
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, 1996). 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. An examination is currently underway for years 1994 through 1995.
During 1994, the Company settled tax years 1980 through 1986 with the Internal
Revenue Service, which resulted in a charge to surplus of $1.8 million as a
prior period adjustment.
At December 31, 1996, the Company had capital loss carryforwards of
approximately $11,101 which expire through 2001.
37
<PAGE>
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 .04% and 7.7% of life
insurance in force at December 31, 1996 and 1995, 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, primarily
separate accounts, 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
1996 1995
---------------------- ------------------------
PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal with
market value adjustment $ 14,881 1% $ 13,422 1%
Subject to discretionary withdrawal at
book value less surrender charge 63,619 2 60,970 3
Subject to discretionary withdrawal at
market value 2,692,614 89 1,930,590 85
Subject to discretionary withdrawal at
book value (minimal or no charges or
adjustments) 239,204 7 227,549 10
Not subject to discretionary withdrawal
provision 17,603 1 20,034 1
----------- -------- ----------- --------
3,027,921 100% 2,252,565 100%
======== ========
Less reinsurance ceded - -
---------- ----------
Total policy reserves on annuities and
deposit fund liabilities $3,027,921 $2,252,565
========== ==========
</TABLE>
38
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
6. POLICY AND CONTRACT ATTRIBUTES (CONTINUED)
A reconciliation of the amounts transferred to and from the separate accounts is
presented below:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Transfers as reported in the summary of
operations of the separate accounts statement:
Transfers to separate accounts $ 997,513 $ 466,882 $ 534,372
Transfers from separate accounts 339,523 224,416 148,582
--------- --------- ---------
Net transfers to separate accounts 657,990 242,466 385,790
Reconciling adjustments - change in accruals for
investment management, administration fees
and contract guarantees (205,519) (39) 384
========= ========= =========
Transfers as reported in the summary of
operations of the life, accident and health
annual statement $ 452,471 $ 242,427 $ 386,174
========= ========= =========
</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, 1996 and 1995, these assets (which are reported as
premiums deferred and uncollected) and the amounts of the related gross premiums
and loadings, are as follows:
GROSS LOADING NET
------- ------- -------
DECEMBER 31, 1996
Ordinary direct first year business $ 40 $ 9 $ 31
Ordinary direct renewal business 1,431 225 1,206
Group life direct business 622 -- 622
Annuity renewal business 94 10 84
------- ------- -------
$ 2,187 $ 244 $ 1,943
======= ======= =======
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
======= ======= =======
39
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
6. POLICY AND CONTRACT ATTRIBUTES (CONTINUED)
At December 31, 1996 and 1995, the Company had insurance in force aggregating
$1,904 and $2,374, 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 $27 and $32 to cover these deficiencies at December 31, 1996 and
1995, 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 $2,995 and $3,496
was made for the years ended December 31, 1996 and 1995, 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.
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 $581, $505 and $397 for the years ended
December 31, 1996, 1995 and 1994, 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 $184, $305 and $250 for the years ended
December 31, 1996, 1995 and 1994, respectively.
40
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
8. RETIREMENT AND COMPENSATION PLANS (CONTINUED)
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.
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 $98, $86 and
$70 for the years ended December 31, 1996, 1995 and 1994, respectively.
9. RELATED PARTY TRANSACTIONS
The Company shares certain officers, employees and general expenses with
affiliated companies.
The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1996, 1995
and 1994, the Company paid $10,038, $8,825 and $7,497, respectively, for such
services, which approximates their costs to the affiliates. The Company provides
office space, marketing and administrative services to certain affiliates.
During 1996, 1995 and 1994, the Company received $3,271, $4,545 and $3,261,
respectively, for such services, which approximates their cost. The Company had
a net receivable (payable) with affiliates of $(19,298) and $4,337 at December
31, 1996 and 1995, respectively.
Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.48% at December 31, 1996. During 1996,
1995 and 1994, the Company paid (received) net interest of $138, $(294) and $49,
respectively, to affiliates.
41
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)
(DOLLARS IN THOUSANDS)
9. RELATED PARTY TRANSACTIONS (CONTINUED)
The Company received capital contributions of $45,000 from its immediate parent,
First AUSA Life Insurance Company, in 1994.
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%.
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 $4,344 and $4,445 and an offsetting premium tax benefit of $1,218 and
$1,319 at December 31, 1996 and 1995, respectively, for its estimated share of
future guaranty fund assessments related to several major insurer insolvencies.
The guaranty fund expense was $212, $1,950 and $618 at December 31, 1996, 1995
and 1994, respectively.
42
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUMMARY OF INVESTMENTS OTHER THAN
INVESTMENTS IN RELATED PARTIES
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1996
SCHEDULE I
AMOUNT AT
WHICH SHOWN
MARKET IN THE
TYPE OF INVESTMENT COST (1) VALUE BALANCE SHEET
------------------- --------- -------- -------------
FIXED MATURITIES
Bonds:
United States Government and government
agencies and authorities $ 91,807 $ 93,675 $ 91,581
State, municipalities and political
subdivisions 1,498 1,533 1,497
Foreign governments 4,006 4,245 4,006
Public utilities 14,852 15,576 14,808
All other corporate bonds 249,093 257,290 247,687
-------- -------- --------
Total fixed maturities 361,256 372,319 359,579
EQUITY SECURITIES
Common stocks:
Industrial, miscellaneous and all other 302 597 597
-------- -------- --------
Total equity securities 302 597 597
Mortgage loans on real estate 6,049 6,049
Real estate 7,962 7,962
Policy loans 52,604 52,604
Cash and short-term investments 2,480 2,480
-------- --------
Total investments $430,653 $429,271
======== ========
(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments.
43
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUPPLEMENTARY INSURANCE INFORMATION
(DOLLARS IN THOUSANDS)
SCHEDULE III
FUTURE POLICY POLICY AND NET BENEFITS OTHER
BENEFITS AND CONTRACT PREMIUM INVESTMENT AND CLAIMS OPERATING
EXPENSES LIABILITIES REVENUE INCOME* EXPENSES EXPENSES*
------------- ----------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31,
1996
Individual life $145,964 $7,017 $ 289,375 $ 8,228 $ 47,051 $124,181
Group life and 9,202 713 4,215 3,940 2,529 2,818
health
Annuity 332,230 854 740,125 23,899 281,352 71,576
----------- ------ ---------- ------- -------- --------
$487,396 $8,584 $1,033,715 $36,067 $330,932 $198,575
=========== ====== ========== ======= ======== ========
YEAR ENDED DECEMBER 31,
1995
Individual life $ 64,128 $5,811 $ 188,143 $ 9,470 $ 36,032 $ 83,709
Group life 7,904 701 3,365 1,054 2,217 946
Annuity 319,353 100 378,390 30,367 205,375 44,447
----------- ------ ---------- -------- -------- --------
$391,385 $6,612 $ 569,898 $40,891 $243,624 $129,102
=========== ======= ========== ======= ======== ========
YEAR ENDED DECEMBER 31,
1994
Individual life $ 76,345 $4,501 $ 147,282 $10,146 $ 29,254 $ 71,825
Group life 7,323 481 3,709 372 1,754 1,329
Annuity 314,124 137 449,141 29,621 199,485 44,063
----------- ------ ---------- ------- -------- --------
$397,792 $5,119 $ 600,132 $40,139 $230,493 $117,217
=========== ======= ========== ======= ======== ========
</TABLE>
* Allocations of net investment income and other operating expenses are based
on a number of assumptions and estimates, and the results would change if
different methods were applied.
44
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
REINSURANCE
(DOLLARS IN THOUSANDS)
SCHEDULE IV
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, 1996
Life insurance in force $28,168,880 $ 4,463,986 $ 2,210,601 $25,915,495 8.5%
=========== =========== =========== =========== ==========
Premiums:
Individual life $ 292,239 $ 2,863 $ -- $ 289,376 0.0%
Group life and health 2,393 242 2,063 4,214 49.0
Annuity 740,125 -- -- 740,125 0.0
----------- ----------- ----------- ----------- ----------
$ 1,034,757 $ 3,105 $ 2,063 $ 1,033,715 0.2%
=========== =========== =========== =========== ==========
YEAR ENDED DECEMBER 31, 1995
Life insurance in force $19,438,203 $ 1,365,119 $ 1,619,378 $19,692,462 8.2%
=========== =========== =========== =========== ==========
Premiums:
Individual life $ 189,870 $ 1,727 $ -- $ 188,143 0.0%
Group life 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%
=========== =========== =========== =========== ==========
</TABLE>
45
<PAGE>
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 which are incorporated by
reference herein.
(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.
(9) Opinion and Consent of Norman W. Allen, Esq. as
to Legality of Securities Being Registered. 6/
C-1
<PAGE>
(10) (a) Written Consent of Sutherland, Asbill & Brennan,
L.L.P.
(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) (a) Powers of Attorney. 8/
(b) Power of Attorney - James R. Walker. 9/
- -------------------------------------
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.
9/ This exhibit was filed on Post-Effective Amendment No. 7 to the Form N-4
Registration Statement dated December 23, 1996 (File No. 33-49556) and is
incorporated herein by reference.
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------- --------------------
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
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<PAGE>
PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------- --------------------
Lyman H. Treadway 30195 Chagrin Boulevard Director
Suite 210N
Cleveland, OH 44124
Jack E. Zimmerman 507 St. Michel Circle Director
Kettering, Ohio 45429
James R. Walker 3320 Office Park Drive Director
Dayton, Ohio 45439
Alan M. Yaeger (1) Executive Vice
President, Actuary
and Chief Financial Officer
G. John Hurley (1) Executive Vice
President
William H. Geiger (1) Senior Vice President,
Secretary and
General Counsel
Allan J. Hamilton (1) Vice President, Treasurer
and Controller
- -------------------------
(1) 201 Highland Avenue, Largo, Florida 33770
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT.
VERENGING AEGON Netherlands Membership Association
AEGON n.v. Netherlands Corporation (53.63%)
AEGON Netherland N.V. Netherlands Corporation (100%)
AEGON Nevark Holding B.V. Netherlands Corporation (100%)
Groninger Financieringen B.V. Netherlands Corporation (100%)
AEGON International N.V. Netherlands Corporation (100%)
Voting Trust - (Trustees - K.J. Storm, Donald J. Shepard, H.B. Van
Wijk, Dennis Hersch)
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%)
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<PAGE>
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%)
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 managemet
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 Series Fund - 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%)
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<PAGE>
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%)
QUANTRA Corporation - (DE) (100%)
QUANTRA Software Corporation - (DE) (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)
Item 27. NUMBER OF CONTRACTOWNERS.
As of March 31, 1997, 9,566 non-qualified contracts and 12,352
qualified contracts were In Force.
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
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<PAGE>
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.
(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
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<PAGE>
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.
(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.
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<PAGE>
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 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
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<PAGE>
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.
(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.
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<PAGE>
(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.
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.
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<PAGE>
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., also 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
PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH UNDERWRITER
---- ---------------- --------------------
John R. Kenney (1) Chairman of the Board
G. John Hurley (1) Director, President
and Chief Executive
Officer
William H. Geiger (1) Director and Secretary
Thomas R. Moriarty (1) Senior Vice President
William G. Cummings (1) Vice President and Treasurer
- --------------------------
(1) 201 Highland Avenue, Largo, Florida 33770
(c) Compensation to Principal Underwriter
Not Applicable
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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 33770.
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
Western Reserve Life Assurance Co. of Ohio ("Western Reserve") hereby
represents that the fees and charges deducted under the Contracts, in
the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Western
Reserve.
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.
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<PAGE>
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. 14 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 28th day of April, 1997.
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. 14 to this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ JOHN R. KENNEY Chairman of the Board, April 28, 1997
- ------------------------ Chief Executive Officer
John R. Kenney and President
(Principal Executive
Officer)
/s/ ALLAN J. HAMILTON Vice President, Treasurer April 28, 1997
- ------------------------ and Controller
Allan J. Hamilton
/s/ ALAN M. YAEGER Executive Vice President, April 28, 1997
- ------------------------ Actuary and Chief Financial
Alan M. Yaeger Officer
<PAGE>
/s/ PATRICK S. BAIRD Director April 28, 1997
- ------------------------
Patrick S. Baird */
/s/ LYMAN H. TREADWAY Director April 28, 1997
- ------------------------
Lyman H. Treadway */
/s/ JACK E. ZIMMERMAN Director April 28, 1997
- ------------------------
Jack E. Zimmerman */
/s/ JAMES R. WALKER Director April 28, 1997
- ------------------------
James R. Walker */
*/ /s/ THOMAS E. PIERPAN
----------------------------
Signed by Thomas E. Pierpan
As Attorney-in-fact
Exhibit 10(a)
Consent of Sutherland, Asbill & Brennan, L.L.P.
<PAGE>
S.A.B. letterhead
April 21, 1997
Board of Directors
Western Reserve Life Assurance Co. of Ohio
WRL Series Annuity Account
201 Highland Avenue
Largo, Florida 33770
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. 14 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, L.L.P.
By: /s/ STEPHEN E. ROTH
-------------------
Stephen E. Roth
Exhibit 10(b)
Consent of Ernst & Young LLP
<PAGE>
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 21, 1997, with respect
to the statutory-basis financial statements and schedules of Western Reserve
Life Assurance Co. of Ohio included in Post-Effective Amendment No. 14 to the
Registration Statement (Form N-4 No. 33-24856) and related Prospectus of WRL
Series Annuity Account.
ERNST & YOUNG LLP
Des Moines, Iowa
April 28, 1997
Exhibit 10(c)
Consent of Price Waterhouse LLP
<PAGE>
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. 14 to the Registration Statement on Form N-4 of our report dated January 31,
1997, 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 also consent to the reference to us
under the heading "Independent Accountants" in such Statement of Additional
information.
PRICE WATERHOUSE LLP
Kansas City, Missouri
April 30, 1997
