SEPARATE ACCOUNT OF USAA LIFE INSURANCE CO
497, 1998-07-09
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                 USAA Life Insurance Company Variable Annuity
                                        
                         SUPPLEMENT dated July 9, 1998
                        to PROSPECTUS dated May 1, 1998
               of Separate Account of USAA Life Insurance Company


     This supplement amends certain disclosures contained in the Prospectus.
Please retain it for future reference.

Special Investment Considerations
- ---------------------------------

The section entitled "special considerations," located on page 14A, is revised
to read as follows:

  The Scudder Fund, the Alger Fund, and the BT Funds offer shares to separate
  accounts of unaffiliated life insurance companies to fund benefits under
  variable annuity contracts and variable life insurance policies.  The Trust
  offers its shares to separate accounts of the Company to fund benefits under
  the Contracts and variable life insurance policies.  The Company does not
  foresee any disadvantage to Contract Owners arising out of these arrangements.
  Nevertheless, differences in treatment under tax and other laws, as well as
  other considerations, could cause the interests of various purchasers of
  contracts and policies to conflict.  For example, violation of the federal tax
  laws by one separate account investing in a Mutual Fund could cause the
  contracts or policies funded through another separate account to lose their
  tax-deferred status, unless remedial action were taken.  If a material
  irreconcilable conflict arises between separate accounts, a separate account
  may be required to withdraw its participation in a Mutual Fund.  If it becomes
  necessary for any separate account to replace shares of a Mutual Fund with
  another investment, the Mutual Fund may have to liquidate portfolio securities
  on a disadvantageous basis.  At the same time, the Scudder Fund, the Alger
  Fund, the BT Funds, and the Company are subject to conditions imposed by the
  Securities and Exchange Commission that are designed to prevent or remedy any
  conflict of interest.  The Trust, which is not subject to such conditions, has
  nevertheless adopted certain procedures that substantially reflect and
  implement the substance of such conditions.  In this connection, the Board of
  Trustees of each Mutual Fund has the obligation to monitor events in order to
  identify any material irreconcilable conflict that may possibly arise and to
  determine what action, if any, should be taken to remedy or eliminate the
  conflict.



Texas Optional Retirement Program
- ----------------------------------

A new sentence is inserted in the section entitled "Texas Optional Retirement
Program ("ORP")" located on page 31A, immediately following the first sentence
of the first paragraph as follows:

  The ORP provisions contained in this Prospectus are applicable to those Texas
  institutions of higher education who have approved the Contract as a funding
  vehicle.
<PAGE>
 
The second sentence of the third paragraph in the section entitled "Texas
Optional Retirement Program ("ORP")" located on page 32A,  is deleted so that
the paragraph now reads as follows:

  ALL QUALIFIED PLANS REFERENCED IN THIS PROSPECTUS INCLUDE SPECIAL PROVISIONS
  CHANGING OR RESTRICTING CERTAIN RIGHTS AND BENEFITS OTHERWISE AVAILABLE TO
  NONQUALIFIED PLANS FUNDED BY THE CONTRACT. YOU SHOULD CAREFULLY READ YOUR
  CONTRACT, RIDERS AND ENDORSEMENTS TO REVIEW SUCH CHANGES OR LIMITATIONS.
  ADDITIONAL CHANGES AND LIMITATIONS MAY APPEAR IN ANY OTHER QUALIFIED PLAN
  DOCUMENTS OR IN LAWS OR REGULATIONS APPLICABLE TO QUALIFIED PLANS. THE CHANGES
  AND LIMITATIONS MAY INCLUDE:  RESTRICTIONS ON OWNERSHIP, TRANSFERABILITY,
  ASSIGNABILITY, CONTRIBUTIONS,  DISTRIBUTIONS, AS WELL AS REDUCTIONS TO THE
  MINIMUM ALLOWABLE PREMIUM PAYMENT  FOR AN ANNUITY CONTRACT AND ANY SUBSEQUENT
  ANNUITY YOU MAY PURCHASE FOR USE  AS A QUALIFIED PLAN. ADDITIONALLY, VARIOUS
  PENALTY AND EXCISE TAXES MAY APPLY TO CONTRIBUTIONS OR DISTRIBUTIONS MADE IN
  VIOLATION OF APPLICABLE  LIMITATIONS.


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